FORM OF NOTICE OF BORROWING


TO:   WELLS FARGO BANK, National Association, in its capacity as Agent Bank
      under that certain Credit Agreement dated as of February 20, 2004 (as
      amended, supplemented or otherwise modified from time to time, the
      "Credit Agreement"), by and among Golden Road Motor Inn, Inc., a Nevada
      corporation (the "Borrower"), the Guarantor therein named, the Lenders
      therein named (each, together with their respective successors and
      assigns, individually being referred to as a "Lender" and collectively
      as the "Lenders"), Wells Fargo Bank, National Association, as the
      swingline lender (herein in such capacity, together with its successors
      and assigns, the "Swingline Lender"), Wells Fargo Bank, National
      Association, as the issuer of letters of credit thereunder (herein in
      such capacity, together with their successors and assigns, the "L/C
      Issuer") and Wells Fargo Bank, National Association, as administrative
      and collateral agent for the Lenders, Swingline Lender and L/C Issuer
      (herein, in such capacity, called the "Agent Bank" and, together with the

      Lenders, Swingline Lender and L/C Issuer, collectively referred to as the

      "Banks").  Capitalized terms used herein without definition shall have
      the meanings attributed to them in Section 1.01 of the Credit
      Agreement.

     Pursuant to Section 2.03(a) of the Credit Agreement, this Notice of
Borrowing represents Borrower's request for a Borrowing to be advanced on
_____________, 200___ (the "Funding Date") from the Lenders (each to advance in
proportion to their respective Syndication Interests) in the aggregate
principal amount of _________________________________________ ($_____________)
in [Base Rate] [LIBO Rate for which the initial LIBO Loan Interest Period is
requested to be a ______________ (___) month period].  Proceeds of such
Borrowing are to be disbursed on the Funding Date in immediately available
funds to the Designated Deposit Account at Agent Bank's Main Branch at
__________________, _______, Nevada, Account No. _________________.

     Borrower hereby certifies that (i) the representations and warranties
contained in Article IV of the Credit Agreement, in each of the Loan Documents
and in the Environmental Certificate (other than representations and warranties
which expressly speak only as of a different date, which shall be true and
correct in all material respects as of such date), shall be true and correct in
all material respects on and as of the Funding Date as though made on and as of
the Funding Date, except to the extent that such representations and warranties
are not true and correct as a result of a change which is permitted by the
Credit Agreement or by any other Loan Document or which has been otherwise
consented to by Agent Bank; (ii) no Default or Event of Default has occurred
and is continuing under the Credit Agreement or any other Loan Document or will
result from the making of the requested Borrowing; (iii) Borrower has and shall
have satisfied all conditions precedent under Article III B of the Credit
Agreement required to be performed by it on or before the Funding Date (unless
otherwise waived pursuant to the terms of the Credit Agreement); (iv) since the
date of the most recent audited financial statements referred to in Sections
3.17 and 5.08 of the Credit Agreement, no Material Adverse Change shall have
occurred; and (v) the aggregate of all outstanding Borrowings does not (and
after giving effect to the requested Borrowing, will not) exceed the Maximum
Availability then in effect.


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     Borrower further certifies that as of the Funding Date, without regard to
the requested Borrowing:

     A. The Maximum Permitted Balance is                $
                                                         ------------
     B. The Funded Outstandings are                     $
                                                         ------------
     C. The Swingline Outstandings are                  $
                                                         ------------
     D. The total L/C Exposure is                       $
                                                         ------------
     E. Aggregate Outstandings                          $
        (B + C + D)                                      ------------
     F. The Maximum Availability (A minus E) is         $
                                                         ------------

     The Borrower has caused this Notice of Borrowing to be executed and
delivered, and the certification and warranties contained herein to be made, by
its Authorized Officer this ____ day of _____________, 200__.


GOLDEN ROAD MOTOR INN, INC.,
a Nevada corporation



Name:
     --------------------
Title: Authorized Officer

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