Guaranty

For valuable consideration, i.e. the sale and closing of a sale to a subsidiary of _________ Inns, Inc., a _________ corporation (Guarantor), that is a sale to _________ of _________, a _________ corporation (Debtor) of a partnership interest (as defined in the agreement to sell partnership interest) which partnership interest is owned by Guaranteed Party, rather than selling the same to Guarantor directly, which if sold directly to Guarantor would have resulted in primary liability to Guaranteed Party on the obligation guaranteed in this agreement, the undersigned Guarantor unconditionally guarantees and promises to pay _________ and _________, husband and wife, as community property, _________, as Trustee of _________ Childrens' Trust created under Trust Indenture dated _________, 19__, _________ and _________, husband and wife, as community property, _________ as Trustee of _________ Childrens' Trust created under Trust Indenture dated _________, 19__ (Guaranteed Party), or order, on demand, in lawful money of the United States, any and all indebtedness of Debtor to Guaranteed Party, owed by Debtor to Guaranteed Party. The word "indebtedness" is used in this agreement in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities, including, but without limitation to them, any balance of any purchase price payable for the partnership interest in the partnership purchased from Guaranteed Party by the above-mentioned Debtor, made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether Debtor may be liable individually or jointly with others, or whether recovery upon such indebtedness may be or becomes barred by any statute of limitations, or whether such indebtedness may be or becomes otherwise unenforceable.

The liability of Guarantor shall not exceed at any one time $_____ for principal, together with all interest upon the indebtedness or upon such part of it as shall not exceed the foregoing limitation. (The indebtedness initially is or is to be represented by a promissory note in the amount of $_____ from Debtor to Guaranteed Party). Notwithstanding the foregoing, Guaranteed Party may permit the indebtedness of Debtor to exceed Guarantor's liability. This is a continuing guaranty relating to any indebtedness, including that arising under successive transactions which shall either continue the indebtedness or from time to time renew it after it has been satisfied. This guaranty, however, shall not apply to any new or additional indebtedness created after actual receipt by Guaranteed Party from Guarantor of written notice of its revocation as to future transactions. Any payment by Guarantor shall not reduce its maximum obligation under this agreement, unless written notice to that effect be actually received by Guaranteed Party at or prior to the time of such payment.

The obligation under this agreement is independent of the obligations of Debtor, and a separate action or actions may be brought and prosecuted against Guarantor whether action is brought against Debtor or whether Debtor be joined in any such action or actions; and Guarantor waives the benefit of any statute of limitations affecting its liability under or the enforcement of this agreement.

Guarantor authorizes Guaranteed Party, without notice or demand and without affecting its liability under this agreement, from time to time to (a) renew, compromise, extend, accelerate or otherwise change the time for payment of, or otherwise change the terms of the indebtedness or any part of it, including increase or decrease of the rate of interest on it; (b) take and hold security for the payment of this guaranty or the indebtedness guaranteed, and exchange, enforce, waive and release any such security; (c) apply such security and direct the order or manner of sale of it as Guaranteed Party in its discretion may determine; and (d) release or substitute any one or more of the present or future endorsers or guarantors. Guaranteed Party may without notice assign this guaranty in whole or in part.

In addition to all liens upon, and rights of setoff against the money, securities or other property of Guarantor given to Guaranteed Party by law, Guaranteed Party shall have a lien upon and a right of setoff against all money, securities and other property of Guarantor in the possession of Guaranteed Party, whether held for safekeeping or otherwise; and every such lien and right of lien and right of setoff may be exercised without demand upon or notice to Guarantor. No lien or right of setoff shall be deemed to have been waived by any act or conduct on the part of Guaranteed Party, or by any neglect to exercise such right of setoff or to enforce such lien or security interest, or by any delay in so doing; and every right of setoff and lien shall continue in full force any effect until such right of setoff or lien is specifically waived or released by an instrument in writing executed by Guaranteed Party.

Debtor is a corporation and it is not necessary for Guaranteed Party to inquire into the powers of Debtor or any officers or directors, or agent acting or purporting to act on its behalf, and any indebtedness made or created in reliance upon the professed exercise of such power or powers shall be and is guaranteed under this agreement.

Guarantor agrees to pay a reasonable attorney's fee and any and all other costs and expenses which may be incurred by Guaranteed Party in the enforcement of or recovery upon this guaranty if Guaranteed Party prevails in the action.

In all cases where there is but a single Debtor or a single Guarantor, then all words used in this agreement in the plural shall be deemed to have been used in the singular where the context and construction so require; and when there is more than one Debtor named in this agreement, or when this guaranty is executed by more than one Guarantor, the word "Debtor" and the word "Guarantor" respectively shall mean all and any one or more of them.

Guarantor waives any right to require Guaranteed Party to (a) proceed against Debtor; (b) proceed against or exhaust any security held from Debtor; or (c) pursue any other remedy in Guaranteed Party's power whatsoever. Guarantor waives any defense arising by reason of any disability or other defense of Debtor or by reason of the cessation from any cause of the liability of Debtor. Until all indebtedness of Debtor to Guaranteed Party shall have been paid in full, even though such indebtedness is in excess of Guarantor's liability under this agreement, Guarantor shall have no right of subrogation, and waives any right to enforce any remedy which Guaranteed Party now has or may have against Debtor, and waives any benefit of, and any right to participate in any security held by Guaranteed Party. Guarantor waives all presentments, demands for performance, notices of dishonor, and any notices of acceptance of any Promissory Note representing any indebtedness guaranteed in this agreement in payment and of this guaranty and of the existence, creation, or incurring of new or additional indebtedness.

In the event that Guarantor shall be deemed, found or held for any reason, or in law or equity, in whole or in part, to have no liability or obligation to perform or pay under this continuing guaranty, then the same shall not diminish, defeat, or abrogate, in whole or in part any liability of any other party to this agreement.

In witness, the undersigned have set their hands this _________, 19__.