EXHIBIT 10.18

                              EMPLOYMENT AGREEMENT

         THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "1st Amendment to
Agreement") is made this 10th day of September, 2003 by and between ARLINGTON
HOSPITALITY, INC., a Delaware corporation (the "Company"), and STEPHEN K. MILLER
("Employee") and amends the Agreement dated the 25th day of July, 2003 between
Company and Employee (the "Agreement").

                                    RECITAL:

The Company has elected to modify the terms upon which the stock option as
defined in Section 3.3 is offered to Employee.

NOW, THEREFORE, in consideration of the foregoing and the agreements, covenants
and conditions set forth herein, Employee and the Company hereby agree to amend
the Agreement as follows:

1.       Section 3.3 of the Agreement is hereby deleted in its entirety and the
         following Section 3.3 is inserted.

         3.3 Stock Option. Employee shall have the right to purchase up to
         25,000 shares of common stock of Company (the "Purchase Right Shares")
         for a period of thirty (30) days from August 19, 2003, at a purchase
         price per share equal to the greater of: (i) $3.18 per Share; (ii) the
         closing price of Company's common stock as quoted in The Wall Street
         Journal for August 18, 2003 or, if no stock transfer occurred on such
         date, the closing price as quoted aforesaid on the next prior day in
         which Company's common stock traded on the public markets ("Start Date
         Price"); or (iii) if a Company press release is issued announcing
         Employee's hiring, the closing price of Company's common stock as
         quoted in The Wall Street Journal on the last trading day immediately
         preceding the Company's issuance of such release.

         To the extent Employee has not purchased all of the Purchase Right
         Shares within said thirty (30) day period then for a period of thirty
         (30) days thereafter (i.e., lapsing at the end of the sixtieth (60th)
         day following August 19, 2003), Employee shall have the right to
         purchase any remaining Purchase Right Shares at a price per share equal
         to the greatest of (i) the Start Date Price; (ii) the closing price of
         the Company's stock price as quoted in the Wall Street Journal for
         September 18, 2003 ($3.49); or (iii) the average closing price of
         Company's common stock as quoted in the Wall Street Journal for the
         thirty (30) calendar days preceding the date on which the notice of
         exercise of purchase of Purchase Right Shares is delivered to Company.

         In order to exercise the purchase rights contained in this Section 3.3,
         Employee must tender to the Company written notice of exercise
         specifying the number of shares he wishes to purchase together with
         good funds (in the form of cashier's or certified check, wire transfer
         or other form of payment acceptable to the Board) within the applicable
         thirty (30) day period, which notice must be delivered at least four
         (4) business days prior to the scheduled stock purchase. The Company
         shall issue and deliver the certificates for





         all shares purchased per this Section 3.3 promptly following such
         purchase and such certificates shall contain the Company's customary
         restrictive legend for privately issued shares.

         As an independent to Employee's purchase of Purchase Right Shares, the
         Company agrees to pay to Employee a bonus ("Purchase Bonus") equal to
         the lesser of Six Thousand Dollars ($6,000) or ten percent (10%) of the
         purchase price for the Purchase Right Shares.

2.       The Agreement has not been amended in any way other than the terms set
         forth in 1 above of this First Amendment.

         IN WITNESS WHEREOF, each of the parties hereto has caused this First
Amendment to Agreement to be effective as of the day and year first above
written.

COMPANY:                                       EMPLOYEE:


ARLINGTON HOSPITALITY, INC.                    Stephen K. Miller

By:  /s/ Jerry H. Herman                       Address:  1360 French Creek Drive
     ------------------------------                      Wayzata, MN 55391
Its: President
     ------------------------------

Date of Execution: as of 9-10-03               Date of Execution: 9/26/03
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