REVOLVING CREDIT NOTE

                              REVOLVING CREDIT NOTE

$50,000,000.00                                               February 20, 2004

     FOR VALUE RECEIVED, the undersigned, GOLDEN ROAD MOTOR INN, INC., a Nevada

corporation (the "Borrower") promises to pay to the order of WELLS FARGO BANK,

National Association, as Agent Bank on behalf of itself and the other Lenders

as defined and described in the Credit Agreement described hereinbelow (each,

together with their respective successors and assigns, individually being

referred as a "Lender" and collectively as the "Lenders") such sums as Lenders

may hereafter loan or advance or re-loan to the Borrower from time to time

pursuant to the Credit Facility as described in the Credit Agreement,

hereinafter defined, up to the maximum principal amount of Fifty Million

Dollars ($50,000,000.00), the unpaid balance of which shall not exceed in the

aggregate the Maximum Permitted Balance at any time, together with interest on

the principal balance outstanding from time to time at the rate or rates set

forth in the Credit Agreement.

     A. Incorporation of Credit Agreement.

        1. Reference is made to the Credit Agreement dated concurrently

herewith (the "Credit Agreement"), executed by and among the Borrower,

Guarantor and the Banks therein named, and Wells Fargo Bank, National

Association, as administrative and collateral agent for itself and for the

Banks (the "Agent Bank").   Terms defined in the Credit Agreement and not

otherwise defined herein are used herein with the meanings defined for those

terms in the Credit Agreement.   This is the Revolving Credit Note ("Revolving

Credit Note") referred to in the Credit Agreement, and any holder hereof is

entitled to all of the rights, remedies, benefits and privileges provided for

in the Credit Agreement as originally executed or as it may from time to time

be supplemented, modified or amended.   The Credit Agreement, among other

things, contains provisions for acceleration of the maturity hereof upon the

happening of certain stated events upon the terms and conditions therein

specified.

        2. The outstanding principal indebtedness evidenced by this Revolving

Credit Note shall be payable as provided in the Credit Agreement and in any

event on February 23, 2009, the Maturity Date.

        3. Interest shall be payable on the outstanding daily unpaid principal

amount of each Borrowing hereunder from the date thereof until payment in full

and shall accrue and be payable at the rates and on the dates set forth in the

Credit Agreement both before and after Defaul