8-K

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549
                            FORM 8-K
                         CURRENT REPORT
             PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported): January 11, 2000

                     Ridgewood Hotels, Inc.
     (Exact name of registrant as specified in its charter)



Delaware                   0-14019                58-1656330
(State or other     (Commission File Number)    (IRS Employer
jurisdiction of                                  Identification
incorporation)                                       Number)


     2859 Paces Ferry Road, Suite 700, Atlanta, Georgia 30339
     (Address of principal executive offices)           (Zip Code)



Registrant's telephone number, including area code: (770)434-3670



Item 1.   Changes in Control of Registrant.

     As more fully described below, pursuant to an Agreement, dated
January 10, 2000, and a Management Agreement, dated January 10,
2000, each between Fountainhead Development Corp., Inc., a
Georgia Corporation ("Buyer"), and the Registrant (together, the
"Management Agreement"), the Registrant issued to Buyer 1,000,000
shares of Common Stock.  In connection with the Management
Agreement, the number of directors constituting the full Board of
Directors of the Registrant was increased from three to seven,
and four new directors (the "Buyer Designees") were appointed by
the directors of the Registrant to fill the vacancies on the
Registrant's  Board of Directors, such appointments to be
effective ten days after an Information Statement pursuant to
Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1
thereunder is delivered to stockholders of the Registrant and
filed with the Securities and Exchange Commission (the
"Commission") (the "Appointment Effective Date").

     Following the execution of the Management Agreement, the
Reporting Person entered into a Common Stock Purchase Agreement
by and among Fountainhead Development Corp., Inc. and N. Russell
Walden dated January 11, 2000 (the "Walden Agreement") and
another of the principal stockholders of the Registrant, ADT
Security Services, Inc. ("ADT"), entered into a Stock Purchase
Agreement (the "ADT Agreement"), respectively, each dated as of
January 11, 2000, with  Buyer.  Pursuant to the terms of the
Walden Agreement, the Reporting Person sold to Buyer, subject to
certain terms and conditions, 650,000 shares of Common Stock (the
"Walden Shares"), and pursuant to the ADT Agreement, ADT sold to
Buyer, subject to certain terms and conditions, 450,000 shares of
Preferred Stock, of the Registrant (the "ADT Shares").  Through
the issuance of the Common Stock pursuant to the Management
Agreement and the acquisitions of the Walden Shares and the ADT
Shares, Buyer has obtained beneficial ownership of approximately
79% of the Common Stock.  As of January 14, 2000 (the "Record
Date"), the Registrant had 2,513,480 shares of Common Stock
issued and outstanding  that were held of record by approximately
190 persons.  Each share of Common Stock is entitled to one vote.

     As of the Record Date, the Registrant had 450,000 shares of
Preferred Stock issued and outstanding, and Buyer owned of record
all such issued and outstanding shares of Preferred Stock.
Shares of Preferred Stock of the Registrant are entitled to vote
only as permitted by the Certificate of Designations, Preferences
and Rights of Series A Convertible Preferred Stock of Ridgewood
Properties, Inc. ("Certificate of Designations") and as required
by the Delaware General Corporation Law ("DGCL").  Pursuant to
the Certificate of Designations, shares of Preferred Stock,
voting as a single class, are entitled to elect one director to
serve on the Board of Directors of the Registrant for so long as
a minimum of 50,000 shares of preferred stock are outstanding.
Shares of Preferred Stock become entitled to vote on all matters
presented to stockholders of the Registrant, together with and
not separate from the shares of Common Stock, in the event that,
and for so long as, the Registrant has failed to pay, in full,
two quarterly dividends, whether or not consecutive, payable on
the Preferred Stock.  Due to the failure of the Registrant to pay
dividends for the quarters ended April 30, 1999, July 31, 1999
and October 31, 1999, Buyer, as the holder of all the issued and
outstanding Preferred Stock, has and will have for so long as the
Registrant fails to cure such dividend defaults, the right to
vote on all matters presented to the stockholders of the
Registrant for consideration.  The ADT Shares are subject to
certain rights of ADT to require Buyer to return the Preferred
Stock to ADT in the event that ADT is required by a court order,
in litigation pending in the Court of Chancery in Delaware
involving ADT, the Registrant and the directors of the
Registrant, to return the Preferred Stock to the Registrant.  In
such case, Buyer has the obligation to purchase any Common Stock
that may be issued to ADT as a result of such a court order.

     On January 10, 2000, the Registrant entered into the Management
Agreement with Buyer, pursuant to which Buyer retained the
Registrant to perform management services at Chateau Elan Winery
and Resort, one of Buyer's properties, for a period of five
years.  In consideration of Buyer's agreement to enter into the
Management Agreement and a payment of $10,000 by Buyer to the
Registrant, the Registrant issued to Buyer 1,000,000 shares of
Common Stock.  In the Management Agreement, Buyer agreed to pay
the Registrant a base management fee equal to 2% of the gross
revenues of the properties being managed, plus an annual
incentive management fee to be determined each year based on the
profitability of the properties being managed during that year.

     The Management Agreement has a term of five years but is
terminable upon the transfer by Buyer of all or a material
portion of the properties covered by the Management Agreement.
If the Management Agreement is terminated upon such a transfer or
upon the occurrence of an event of default by Buyer, Buyer shall
pay to the Registrant a portion of the projected fees owed to the
Registrant under the Agreement, with adjustments based on the
term of the Management Agreement remaining.  In such event, Buyer
may elect to surrender to the Registrant shares of Common Stock
in lieu of a cash payment.

     In connection with the Management Agreement, the number of
directors constituting  the full Board of Directors of the
Registrant was increased from three to seven members, effective
on January 6, 2000.  Further, the Buyer Designees were appointed
by the directors of the Registrant to fill the resulting
vacancies on the Registrant's Board of Directors, effective as of
the Appointment Effective Date.  The four Buyer Designees are
Donald E. Panoz, Nancy C. Panoz, Sheldon E. Misher and Henk H.
Evers.  The Reporting Person, Luther A. Henderson and Michael M.
Earley, currently directors of the Registrant, are presently
continuing to serve in that capacity (the "Continuing
Directors").

     Upon the Appointment Effective Date, the Buyer Designees will
constitute a majority of the Registrant's directors.  The
Continuing Directors and the Buyer Designees will hold office as
directors for a term of one year or until their successors are
elected and qualified.

     Walden Agreement.  Pursuant to the Walden Agreement, Buyer
purchased from the Reporting Person 650,000 shares of Common
Stock.  The consideration paid by Buyer for the Walden Shares was
$1,300,000, or $2.00 per share.  To fund the acquisition of the
Walden Shares, Buyer used its own funds for an initial cash
payment of $780,000 and issued two promissory notes to the
Reporting Person, each in the principal amount of $260,000,
representing the balance of the purchase price of the Walden
Shares.  These notes become due and payable in full on January
11, 2001 and January 11, 2002, respectively.  Each note bears
interest at a rate of 6% per year, which interest is payable
quarterly, commencing March 31, 2000.  Pursuant to the Walden
Agreement, Buyer has an option to purchase up to 65,000
additional shares of Common Stock from the Reporting Person,
which option remains in effect for 15 months from the date of the
Walden Agreement.  In the event the Reporting Person wishes to
sell any of the Common Stock owned by him and subject to Buyer's
option, Buyer has a right of first refusal to purchase such
shares at a purchase price of $2.00 per share.

     ADT Agreement.  Pursuant to the ADT Agreement, Buyer purchased
from ADT 450,000 shares of Preferred Stock.  The consideration
paid by Buyer for the ADT Shares was approximately  $1,650,000.
Each share of Preferred Stock is convertible into three shares of
Common Stock.  To fund the acquisition of the ADT Shares, Buyer
used working capital and paid the purchase price in cash.  The
ADT Shares are subject to certain rights of ADT to require Buyer
to return the ADT Shares to ADT in the event ADT is required by a
court order, in litigation pending in the Court of Chancery in
Delaware involving ADT, the Registrant and the directors of the
Registrant, to return the ADT Shares to the Registrant.  In such
case, Buyer is obligated to purchase any Common Stock issued to
ADT as a result of such court order.

     Effective as of January 11, 2000, the Reporting Person was
replaced as President and Chief Executive Officer of the
Registrant.  Donald E. Panoz was appointed to serve as Chairman
of the Board and Chief Executive Officer of the Registrant, Nancy
C. Panoz was appointed to serve as Vice Chairman and Henk H.
Evers was appointed to serve as President and Chief Operating
Officer, in each case effective January 11, 2000.  Mr. and Mrs.
Panoz are directors and executive officers of Buyer and
collectively may be deemed to be the beneficial owners of all of
the voting stock of Fountainhead Holdings, Ltd. ("Holdings"), the
owner of all of the voting stock of Buyer.  Mr. Evers serves as
Chief Executive Officer and President of Buyer.

Item 7.   Financial Statements and Exhibits.

     (c)  Exhibits.  The following is a list of the Exhibits attached
          hereto:

     Exhibit #1:    Management Agreement dated January 10, 2000
     Exhibit #2:    Agreement dated January 10, 2000


                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                         RIDGEWOOD HOTELS, INC.


                         By:  /s/ Henk H. Evers
                              Henk H. Evers
                              President

Dated as of January 21, 2000

EX-1

                      Management Agreement


                             between

              Fountainhead Development Corp., Inc.,
                            as Owner,

                               and

                     Ridgewood Hotels, Inc.,
                           as Manager


                  dated as of January __, 2000.

                      MANAGEMENT AGREEMENT

     This Management Agreement (the "Agreement", dated as of
January __, 2000, by and between Fountainhead Development Corp.,
Inc., a Georgia corporation with an address at 1375 Broadway
Avenue, Braselton, Georgia 30517 (the "Owner") and  Ridgewood
Hotels, Inc., a Delaware corporation with an address 2859 Paces
Ferry Road, Suite 700, Atlanta, Georgia 30339 (the"Manager".

     Recitals:

     A.The Owner is the owner of the Conference Center Facilities
(as defined in Section 1.01 below) located at Chateau Elan, Braselton,
Georgia.

     B.The Owner desires to have the Manager manage, operate and
assist in the marketing of the Conference Center, as an
independent contractor, and the Manager is willing to
perform such services for the account of the Owner, subject
to the terms and conditions set forth herein.
Agreement:

     The parties agree as follows:

Article I - Definition of Terms

     1.01   Definition of Terms.  (a)  The following terms when
used in the Agreement shall have the meanings indicated:

     "Accounting Period" shall mean the Manager's monthly
accounting period beginning on the first day of each month and
ending on the last day of each month.

     "Affiliate" shall mean, as to any Person, any other Person
that, directly or indirectly, controls, is controlled by or is
under common control with such first Person.  For  purposes  of
this definition, the term "control"  (including the terms
"controlling", "controlled by" and "under common control with")
of a Person means the possession, directly or indirectly, of the
power to vote 15% or more of the voting stock of such Person  or
to direct or cause the direction of the management and policies
of such Person, whether through the ownership of securities, by
contract or otherwise.

     "Appurtenance" shall mean and include all installations
necessary or appropriate for the operation of the Properties
(including without limitation, lighting and electrical, plumbing,
heating and air conditioning fixtures and elevators).

     "Available Cash Flow" shall mean an amount, with respect to
each Fiscal Year or portion thereof during the Term, equal to the
excess, if any, of the Operating Profit over the Owner's Priority
for such Fiscal Year or portion thereof.

     "Base Management Fee" shall mean an amount, with respect to
each Fiscal Year or portion thereof during the Term, equal to 2%
of Gross Revenues for each Fiscal Year or portion thereof.

     "Charge" shall mean a fee established by the Manager for
goods or services provided by the Manager, which fee shall be
consistent with fees then being charged by non-affiliated Persons
for similar goods and services being furnished in Atlanta,
Georgia or comparable geographic areas to the Properties.

      "Chateau  Elan" facilities shall mean the golf course
facilities, golf club pro shop, equestrian center, winery
facilities, retail wine and merchandise shop, and other
facilities and services existing from time to time, owned by or
in affiliation with the Owner,in or about the Chateau Elan
resort complex and not managed by the Manager pursuant to the
terms of this Agreement.

     "Conference Center Facilities" shall mean the inn and
conference center, lodge, spa, golf villas, the restaurant at the
golf course and the retail stores at Chateau  Elan, and any
relevant ancillary facilities operated in conjunction therewith.

     "Effective Date" shall mean the first day of the Term, which
shall be March 1, 2000.

     "FF&E" shall mean all of the furniture, furnishings,
fixtures and equipment located on or used in connection with the
Properties, including, without limitation, motor vehicles, all
equipment required for the operation of kitchens, dining rooms,
bars, laundries, dry cleaning facilities, office equipment
(including all audio-visual equipment and all computer and other
equipment required for reservation systems and property
management systems and all other electronic systems required from
time to time) and similar systems based on other technologies
that may be developed in the future, and material handling
equipment other than Inventories, Fixed Asset Supplies and
Appurtenances.

     "Fiscal Year" shall mean the fiscal year (i.e., the 12-month
period) that ends at midnight on March 31 in each calendar.  A
partial Fiscal Year between the end of the last full Fiscal Year
and Termination shall, for purposes of the Agreement, constitute
a separate Fiscal Year. If a Fiscal Year is hereafter changed,
appropriate adjustment to this Agreement's reporting and
accounting procedures shall be made; provided, that no such
change or adjustment shall alter the term of this Agreement or
reduce the distributions of Operating Profit or other payments
due to the Owner hereunder.

     "Fixed Asset Supplies" shall mean supply items included
within "Property and Equipment" under the Uniform System of
Accounts, including, without limitation, linen, china, glassware,
silver, uniforms, and similar items.

     "GAAP" means United  States generally accepted accounting
principles, consistently applied, as in effect from time to time.

     "Governmental Authority" means any government, government
agency or authority or quasi-governmental or regulatory authority
having jurisdiction over the Properties, the Owner or the
Manager.

     "Gross Revenues" shall mean all revenues and receipts
derived from operating the Properties, including, without
limitation, income (from both cash and credit transactions),
after deducting commissions and discounts for prompt or cash
payments, from rental of rooms, stores, offices, conference,
function or sales space of every kind; license, lease and
concession fees and rentals (but not including gross receipts of
licensees,lessees and concessionaires); income from vending
machines; health club membership fees; food and beverage sales;
wholesale and retail sales of merchandise, service charges, and
proceeds, if any, from business interruption or other loss of
income insurnce (after deducting therefrom necessary expenses in
connection with the adjustment or collection thereof); provided,
that Gross Revenues shall not include (i)  gratuities to
employees, (ii) federal, state or municipal excise, sales or use
taxes or similar impositions collected directly from patrons or
guests or included as part of the sales price of any goods  or
services required to be remitted to any Governmental Authorities;
(iii) security deposits or other amounts received and retained
from tenants or  guests; (iv) proceeds from mortgage or other
financing or refinancing, proceeds from the sale, exchange,
condemnation or other disposition of all or any part of the
Properties or any interest therein or the owner or owners
thereof, or any other similar items that in accordance with
applicable federal income tax regulations are attributable to
capital; (v) due bills and script; (vi) revenues from or funds
collected on behalf of the Chateau Elan facilities; (vii)
interest or other income derived from the investment of surplus
funds or reserves; (viii) rebates, discounts or credits of a
similar nature; (ix) insurance proceeds from insurance not listed
above; (x) proceeds from the sale of FF&E; (xi) any amounts
recovered in any litigation against third parties except for
amounts awarded to compensate for lost revenues otherwise
includable in the Gross Revenues as defined herein and (xii) any
other amounts received from time to time in connection with the
Properties other than those included in Gross Revenue as set
forth above in this definition.

     "Incentive Management Fee" shall mean an annual amount
payable to Manager in respect of each Fiscal Year equal to 20% of
Available Cash Flow in respect of such Fiscal Year.

     "Independent Public Accountant" shall mean KPMG Peat Marwick
or any other nationally-recognized qualified and experienced
public accounting firm that has experience in the hospitality
industry appointed by the Owner to perform any of the accounting
or auditing functions described in this Agreement.

     "Inventories" shall mean "Inventories" as defined in the
Uniform System of Accounts, and other expensed supplies and
similar consumable and expendable items used in the day-to-day
operation of the Properties.

     "Operating Expenses" shall mean the operating expenses
associated with the ownership and management of the Properties.

     "Operating Loss" for any applicable period in which
Operating Expenses exceed Gross Revenues shall mean the
difference between Gross Revenues and Operating Expenses.

     "Operating Profit" for any applicable period shall mean the
excess of Gross Revenues over Operating Expenses for such period.

     "Owner's Priority" shall mean an amount equal to $6.5
million per Fiscal Year (prorated for any partial Fiscal Year);
provided, that after the first Fiscal Year following the
commencement of the Term, the Owner's Priority shall be increased
for each succeeding Fiscal Year to give effect to any increases
in capital, including, without limitation, capital expenditures
(in the form of debt or equity) provided by the Owner or its
Affiliates or other Persons in the Properties, such that such
$6.5 million shall be increased by an amount equal to 15% of the
aggregate amount of such incremental capital.

     "Person" means an individual, partnership, corporation,
company, limited liability company, joint venture, Government
Authority, trustee, trust, estate, any unincorporated
organization or any other entity.

     "Prime Rate" shall mean the "base rate" of interest
announced by Morgan Guaranty Trust Company of New York in  New
York City from time to time.

     "Properties" shall mean each of the Chateau Elan and the
Conference Center Facilities but exclude the golf course, winery,
and equestrian center facilities.

     "Termination" shall mean the expiration or earlier cessation
or termination of this Agreement.

     "Term Year" or "Term Years" shall mean each 365-day period
commencing on the Effective Date for the duration of the Term (as
defined in Section 4.01(a)); it being understood that the  Term
contains five Term Years.

     "Uniform System of Accounts" shall mean the latest edition
(as amended from time to time) of the Uniform System of Accounts
for Conference Centers, as revised and adopted by the
International Association of Conference Centers.

     "Working Capital" shall mean current assets that  are
reasonably necessary for the efficient day-to-day operation of
the Properties' business, including, without limitation, amounts
sufficient for the maintenance of change and petty cash funds,
operating bank accounts, accounts receivable, payrolls, prepaid
expenses and funds required to maintain Inventories, less
accounts payable and other current liabilities, all as determined
in accordance with GAAP and all as approved by the Owner on an
annual basis within 60 days of the commencement of any Fiscal
Year.

     (b)  The following terms shall have the meanings set forth
in the corresponding Sections below:

     Term                                  Section

     Accounting Period Statement            6.01A
     Annual Operating Projection            6.03
     Events of Default                     13.01A
     Impositions                           10.01A
     Operating Accounts                     6.02A
     Renewal Term                           4.01(a)
     Term                                   4.01(a)

                        Article II - Manager Functions

     2.01   Appointment.  The Owner hereby appoints and employs the
Manager as an independent contractor with exclusive authority to
supervise, direct and control the management and operation of the
Properties for the Term.  The Manager accepts such appointment and
agrees to manage the Properties during the Term in accordance with
the terms and conditions of this Agreement.

     2.02   Delegation of Authority.

     A.  Authority.  The operation of the Properties shall be
under the exclusive supervision and control of the
Manager who, subject to this Agreement, shall be
responsible for the proper and efficient operation of the
Properties in the exercise of its reasonable discretion;
provided, however, that the Owner may participate in such
supervision and control of the Properties at its
discretion.

     B.  Management Responsibilities.  The Manager shall perform
on an exclusive basis all necessary and appropriate
management services in accordance with this Agreement
with a view to obtaining the best possible operation of
the Properties, including, without limitation, the
Conference Center Facilities as first-class conference
center facilities in accordance with the standards of
other first-class conference center facilities.

     C.  Sales and Marketing.  The Manager, in consultation with
the Owner, shall institute operational sales and
marketing activities for the Properties, implementing the
Manager's sales and marketing policies and practices,
including, without limitation, the establishment of an
annual marketing plan and the performance of the
appropriate advertising and promotion services for the
Properties, including, without limitation, the Conference
Center Facilities.

     2.03   Limitations on Authority.

     (a)    The Manager shall not, without prior written
approval of the Owner, which approval the Owner may
withhold in its sole discretion: (i) acquire any land or
interest therein; (ii) acquire any capital asset or interest
interest therein except FF&E and Inventories (to the extent
they constitute capital assets) in the ordinary course of business;
(iii) sell (other than the dispositions of FF&E and Inventories in
the ordinary course of business as expressly provided for
in this Agreement, including Section 2.02 above), or
otherwise transfer, any part of the Properties; or (iv)
in the event of a total or partial condemnation, consent
to any award or participate in any condemnation proceeding.

     (b)    The Manager shall not conduct in or about the
Properties any other activities, except for subsidiary and
complementary activities that are normally connected with
this type of operation.

     2.04   Covenants, Conditions and Restrictions.  As of the
Effective Date, the Manager hereby consents to all
existing covenants, conditions, restrictions, and/or
agreements to which the Owner is a party; it being
understood that all costs, expenses and charges which are
imposed on the Properties under such covenants,
conditions, restrictions, and/or agreements shall be paid
as Operating Expenses.

                         Article III - The Properties

     3.01   Ownership of the Properties.  The Owner hereby
represents that it holds good and marketable fee title to
the Properties and other customary liens encumbrances
(including financing encumbrances) or charges previously
disclosed to the Manager,  and  that it will keep and
maintain such title in the Properties free and clear of any
and all liens, encumbrances or other charges, except as
follows:

          1.  Liens, encumbrances or charges described above in
this Section 3.01;

          2.  Easements or other encumbrances (other than those
described below) that do not materially adversely affect the
operation of the Properties by the Manager;

          3.  Reciprocal easements, licenses or rights
appurtenant that do not affect the utility of the Properties;

          4.  Mortgages, deeds of trust, deeds to secure debt,
or similar security instruments; and

          5.  Liens for taxes, assessments, levies or other
public charges not yet due or that are being contested in good
faith.

     3.02   No Interest in Real Estate.  This Agreement shall not
be deemed at any time to be an interest in real estate or a
lien or security interest of any nature against the
Properties, including the Conference Center Facilities.
Neither party shall cause this Agreement or a memorandum
hereof to be recorded; any attempt at such recordation shall
constitute a material breach hereunder.

                               Article IV - Term

     4.01   Term.   (a) The term (the "Term", which term shall
include the Renewal Terms, if applicable) of this
Agreement shall commence on the Effective Date and,
unless earlier terminated pursuant to this Agreement,
shall continue for a period of five Fiscal Years from the
Effective Date. Thereafter, such term shall automatically
be renewed for successive periods of two additional
Fiscal Years (each, a ARenewal Term@), unless the Owner
shall have provided at least 30 days' written notice of
termination prior to the last day of any Renewal Term.
Absent such notice, the next Renewal Term shall commence
and be deemed to be part of the Term.  The Owner shall
have the right to Terminate this Agreement during any
Renewal Term on at least 90 days' written notice to the
other party; it being understood and agreed that
Termination shall be effective on the date specified in
such termination notice.

     (b)  It is understood and agreed that during the period  of
time between the date hereof and the Effective Date, the Manager
will take all the appropriate steps, including,  without
limitation, those measures necessary to effect the transition
from the current manager to it, so that it will be able to begin
its duties, as set forth herein, on the Effective Date.

                    Article V - Compensation of the Manager

     5.01   Management Fees.  The Manager shall be paid, in
accordance with Section 5.02 below, (i) the Base Management
Fee, which shall be retained by the Manager from the Gross
Revenues; and (ii) the Incentive Management Fee, which shall
be retained by the Manager from the Operating Profit in
accordance with Sections 5.02 and 7.01 below; in each case,
subject to the Owner=s audit and review and all other rights
and remedies contained in this Agreement.

     5.02   Operating Profit and Payments to the Parties.  (a)
Prior to payment of any Incentive Management Fee, the
Owner's Priority shall be paid to the Owner in full.
Thereafter, the Incentive Management Fee, if any, shall
be paid to the Manager before the remaining portion of
the Operating Profit is paid to the Owner.

     (b)   To the extent Operating Profit is available for each
Accounting Period and within the time period set forth in Section
7.01.A below, the Manager shall distribute a prorated portion  of
the Owner's Priority to the Owner for such Accounting Period, and
shall be entitled to retain a prorated portion of the Incentive
Management Fee for such Accounting Period based on its good faith
estimate of the Incentive Management Fee for the full Fiscal
Year. Such payments shall be made after consultation with the
Owner, and subject to the prior approval of the Owner, which
approval shall not be unreasonably withheld.

     (c)  Notwithstanding any other provision of this Article V, no
Incentive Management Fee shall be paid to the Manager in  respect
of any Fiscal Year or Accounting Period within any Fiscal Year to
the extent that there is any unpaid Owner's Priority from any
preceding Fiscal Year; it being understood and agreed that such
Owner's Priority from such preceding Fiscal Year shall be paid in
full prior to the payment of any Incentive Management Fees for
any Fiscal Year.

                    Article VI - Consideration of the Owner

     6.01   Owner's Consideration.  In consideration for the Owner
entering into this Agreement, the Manager shall issue to the
Owner 1,000,000 shares of the Manager's common stock, par
value $0.01 per share (the "Registrable Securities"), on the
Effective Date, which shares, when issued in accordance with
this Agreement, will be duly and validly issued, fully paid
and non-assessable, and will not be issued in violation of
any preemptive or similar rights.  It is understood and
agreed that the consideration to be paid to the Owner
pursuant to this Section 6.02 shall have no bearing or in
any way limit any other benefits or compensation the Owner
shall receive as a result of entering into this Agreement.

     6.02   Registration on Request.  Following the first
anniversary of the Effective Date, the Owner may require
on no more than three occasions, upon written notice to
the Manager, that the Manager effect the registration
under the Securities Act of 1933, as amended (the
"Securities Act"), of all or part of the Registrable
Securities held by Owner. Upon such notice by the Owner
of its desire to register the Registrable Securities
pursuant to this Section 6.02, the Manager shall use its
best efforts to effect, on the earliest possible date,
the registration under the Securities Act for public sale
(in accordance with the method of disposition specified
in the notice from the requesting Holder) of the
Registrable Securities that the Manager has been
requested to register by the Owner.

          (a)  Limitations.  The Manager shall not be required to
effect a registration pursuant to this Section 6.03:

               (i)  within 90 days after the effective date of a
registration tatement (a "Registration Statement") filed by the
Manager with the Securities and Exchange Commission (the
"Commission") for a public offering and sale of equity securities
of the Manager (other than a registration of securities pursuant
to a Registration Statement on Form S-8 or Form S-4 or any
similar form or any successor form to any thereof (a "Special
Registration Statement")); provided, that the Manager shall use
its best efforts to achieve effectiveness of a registration
requested hereunder promptly following such 90-day period if such
request is made during such 90-day period; provided, further,
such 90-day period shall be increased to no more than 180 days if
requested in writing by the managing underwriter of a firm
commitment underwritten offering;

               (ii) on more than three occasions;

               (iiii) if the  Manager shall furnish to the
Owner a certificate signed by a senior executive officer of the
Manager stating that, in the good faith judgment of the board of
directors of the Manager, it would be seriously detrimental to
the Manager or its stockholders for a Registration Statement to
be filed in the near future, in which case the Manager's
obligations to use best efforts to register Registrable
Securities pursuant to this Section 6.02 shall be deferred for a
period not to exceed 90 days from the receipt of the written
notice to the Manager from the Owner;

               (iv)  covering any security other than Registrable
Securities; and

               (v)  registering a best efforts underwriting.

          (b)   Effective Registration Statement.  A registration
requested pursuant to this Section 6.02 shall not be deemed to
have been effected if after it has become effective, such
registration is interfered with by any stop order, injunction or
other order or requirement of the Securitie  and Exchange
Commission or other governmental agency or court for any reason
not attributable to the Owner.

                           Article VII - Accounting

     7.01   Accounting, Distributions and Annual Reconciliation.

     A.  Within 20 days after the close of each Accounting Period,
the Manager shall deliver an interim accounting (the
"Accounting Period Statement") to the Owner setting forth
Gross Revenues, Operating Expenses, Operating Profit or
Operating Loss, and applications and distributions
thereof for the preceding Accounting Period.  The Manager
shall transfer to the Owner, with each Accounting Period
Statement, any interim amounts due to the Owner, subject
to Working Capital needs, and shall retain any interim
amounts due to the Manager.

     B.  Calculations and payments of the Incentive Management
Fee, the Base Management Fee, and distributions of
Operating Profit made with respect to each Accounting
Period within a Fiscal Year shall be accounted for
cumulatively.  Within 90 days after the end of each
Fiscal Year, the Manager shall deliver to the Owner a
statement in reasonable detail summarizing the operations
of the Properties for the immediately preceding Fiscal
Year and a certificate of the Manager's chief accounting
officer certifying that such year-end statement is true
and correct.  The parties shall, within 10 business days
after the Owner's receipt of such statement, make any
adjustments, by cash payment, in the amounts paid or
retained for such Fiscal Year that are needed because of
the final figures set forth in such statement.  Such
final accounting shall be controlling over the Accounting
Period Statements.

     C.  To the extent there is an Operating Loss for any
Accounting Period, additional funds in the amount of any
such Operating Loss shall be provided by the Owner within
60 days after the Manager has delivered written notice
thereof to the Owner.  If the Owner does not so fund such
Operating Loss within the 60-day time period, the Manager
shall have the right (without affecting the Manager's
other remedies under this Agreement) to withdraw an
amount equal to such Operating Loss from future
distributions of funds otherwise due to the Owner.

     7.02   Account Expenditures.

     A.    All funds derived from the operation of the Properties
shall be deposited by the Manager in bank accounts (the
"Operating Accounts") in a bank or banks designated by the
Manager, subject to the Owner's approval.  Withdrawals from such
Operating Accounts shall be made solely by representatives of the
Manager whose signatures have been authorized and approved by the
Owner. Reasonable petty cash funds shall be maintained on the
Properties.

     B.  All payments made by the Manager hereunder shall be
made from the Operating Accounts, petty cash funds, or from
Working Capital.  The Manager shall not be required to make any
advance or payment with respect to the Properties, except out of
such funds, and the Manager shall not be obligated to incur any
liability or obligation with respect to the Properties.

     7.03   Annual Operating Projection.  The Manager shall deliver
to the Owner for its review, at least 60 days prior to the
beginning of each Fiscal Year after the first Fiscal Year,
an Annual Operating Projection (each, an "Annual Operating
Projection").   Each Annual Operating Projection shall
project the estimated Gross Revenues, departmental profits,
Operating Expenses, and Operating Profit or Operating Loss
for the succeeding Fiscal Year.  The Manager shall
diligently pursue feasible measures to operate the
Properties in accordance with the Annual Operating
Projection; provided, that the parties acknowledge that the
Annual Operating Projection is an estimate and that
unforeseen circumstances such as, but not limited to, the
costs of labor, material, services and supplies, casualty,
operation of law, or economic and market conditions, may
make adherence to the Annual Operating Projection
impracticable, and the Manager shall be entitled to depart
therefrom (with the approval of the Owner, such approval not
to be unreasonably withheld or delayed) as a result of
causes of the foregoing nature.

     7.04   Working Capital.  The Owner shall, from time to time
during the Term, promptly, but no later than 30 days
after receipt of written request by the Manager, advance
any additional funds, as mutually agreed upon by the
Owner, necessary to maintain Working Capital at levels
determined by the Manager to be reasonably necessary to
satisfy the needs of the Properties as its operation may
from time to time require.  All funds so advanced for
Working Capital shall be utilized by the Manager for the
purposes of this Agreement.  Upon Termination, the
Manager shall, except as otherwise provided in this
Agreement, return the outstanding balance of the Working
Capital to the Owner.

     7.05   Fixed Asset Supplies.  The Owner shall, within
30 days after request by the Manager, provide funds
that are necessary to increase the level of Fixed Asset
Supplies to levels determined by the Manager, in its
good faith judgment and as mutually agreed upon by the
Owner, to be necessary to satisfy the needs of the
Properties as its operation may, from time to time,
require.  The cost of Fixed Asset Supplies consumed in
the operation of the Conference Center shall constitute
Operating Expenses.  Fixed Asset Supplies shall remain
the property of the Owner throughout the Term and upon
Termination.

             Article VIII - Repairs, Maintenance and Replacements

     8.01   Routine Repairs and Maintenance.  The Manager
shall maintain the Properties in good repair and
condition and in conformity with applicable laws and
regulations, insurance requirements and, with
respect to the Conference Center Facilities,  in
accordance with the standards for other first-class
conference center facilities and shall make or cause
to be made such routine maintenance, repairs and
minor alterations, the cost of which can be expensed
under GAAP as it deems necessary or appropriate.
The cost of such maintenance, repairs and
alterations shall be paid from Gross Revenues and
shall be treated as an Operating Expense.  The cost
of non-routine repairs and maintenance, either to
the Properties buildings or their FF&E, shall be
paid for in the manner described in Sections 8.02
and 8.03 below.

     8.02   Repairs and Equipment Budget.

     A.  The Manager shall prepare a budget of the expenditures
necessary for (1) replacements, repairs and renewals to
the Properties' FF&E, and (2) repairs to the Properties
during the ensuing Fiscal Year and shall submit such
budget to the Owner for approval at the same time it
submits the Annual Operating Projection in accordance
with the provisions of Section 7.05 above.

     B.  If the estimate of repairs and equipment prepared in good
faith by the Manager exceeds 5% of the Gross Revenues,
the Manager will seek the Owner's consent to increase the
annual percentage set forth in this Section 8.02B to
provide the additional funds required, which consent may
be withheld in the exercise of the Owner's sole
discretion.

     C.  The Manager shall from time to time make such (1)
replacements and renewals to the FF&E, and (2) repairs to
the Properties' buildings, in each case, to the extent set
forth in the budget prepared and agreed to pursuant to the
provisions of Section 8.02.A to maintain the Properties in
good operating repair and condition and, with respect to the
Conference Center Facilities, in accordance with the
standards  for other  first-class conference center
facilities or as required pursuant to applicable laws,
regulations or insurance requirements.  No expenditures will
be made in excess of said budgeted amount without the
approval of the Owner.  In the event the Manager fails
within a reasonable time to undertake any replacements,
renewal or repairs for which it is responsible pursuant to
this Section 8.02.C, the Owner may, upon 10 days prior
written notice to the Manager, undertake to complete the
same.  Any monies advanced by the Owner to perform such
replacements, renewal or repairs shall be deducted from the
funds available to the Manager pursuant to the budget
prepared in accordance with Section 8.02A.  At the end of
each Fiscal Year, any amounts remaining in such budget shall
be carried forward to the next fiscal year.

     8.03.  Building Alterations, Improvements, Renewals, and
Replacements.  The Manager shall not make any
expenditures for major repairs, alterations,
improvements, renewals or replacements to the Properties
without the prior written consent of the Owner.  The cost
of all such major repairs, alterations, improvements,
renewals or replacements shall be included in Operating
Expenses.

     8.04   Liens.  The Manager and the Owner shall use
their respective best efforts to prevent any liens,
charges or encumbrances from being filed against the
Properties which arise from any maintenance, repairs,
alterations, improvements, renewals or replacements in
or to the Properties. The Manager and the Owner shall
use their respective commercially reasonable efforts to
obtain the release of any such liens, and the cost
thereof.  If the lien, charge or encumbrance was not
occasioned by the fault of either party, it shall be
treated the same as the cost of the matter to which to
relates. If the lien, charge or encumbrances arise as a
result of the fault of the Owner or the Manager, then
the party at fault shall bear the cost of obtaining the
lien release.

     8.05   Ownership of Replacements.  All repairs,
alterations, improvements, renewals or replacements
made pursuant to this Article VIII shall be the
property of the Owner.

            Article IX - Trademarks, Trade Names and Service Marks.

     9.01   Trademarks, Trade Names and Service Marks.
During the Term, the Manager shall have a limited
license to use the Properties' name, trademarks,
service marks, trade names, symbols, logos or
designs solely in connection with the operation,
including the marketing and promotion, of the
Properties, and for no other purpose. The
Properties' name, and all trademarks, service marks,
trade names, symbols, logos and designs related to
the operation, including the marketing and promotion
of the Properties, shall at all times remain the
sole and exclusive property of the Owner.

     9.02   Breach of Covenant.  The Owner shall be
entitled, in case of any breach of the covenants of
this Article VIII by the Manager, to injunctive
relief and to any other right or remedy available at
law.  This Article IX shall survive Termination.

                             Article X - Insurance

     10.01  The Manager's Insurance Responsibilities.  The
Manager shall, during the term of the Agreement, procure and
maintain for its own account as well as for the account of
the Owner, a minimum of the following insurance, the cost of
which should be provided out of the Operating Expenses:

     1.   Workers'compensation and employer's liability insurance as
may be required under applicable laws covering all of the
Manager's employees at the Properties such insurance to include
an alternate employer endorsement naming the Owner as the
alternate employer; and

     2.   Fidelity bonds, with reasonable limits satisfactory to the
Owner, covering its employees in job classifications normally
bonded in other similar conference center facilities and
properties or as otherwise required by law, and comprehensive
crime insurance to the extent the Manager and the Owner mutually
agree it is necessary for the Properties.

     10.02  The Owner's Insurance Responsibilities.  The Owner
shall procure and maintain the following insurance:
property insurance on the Properties' buildings and
contents against loss or damage by fire, lightning and
all other risks covered by the usual extended coverage
endorsement; business interruption insurance covering
loss of profits and necessary continuing expenses of
interruptions caused by fire, explosion, storm, water,
hurricane, and by any occurrence of a type; and general
liability insurance against claims for bodily injury,
death or property damage occurring on, in, or about the
Properties, and automobile liability insurance on
vehicles operated in conjunction with the Properties
(owned, non-owned, and hired) and liquor liability.

                     10.03  General Insurance Provisions.

     A.   The forgoing insurance shall be in amounts and with coverage
reasonably acceptable to the Owner and the Manager.

     B.   The policies of insurance required under Section 10.02 shall
include the Manager as a  named insured or an additional insured,
as its interest may appear.

     10.04  Waiver of Recovery.  Each party hereto waives its
rights and the rights of its insurers, subsidiaries and
affiliates to recover from the other party hereto and its
insurers, subsidiaries and Affiliates for loss or damage
to such party's building, equipment, improvements and
other property of every kind and description resulting
from fire, explosion or other cause normally covered in
standard broad form property insurance policies.

                              Article XI - Taxes

     11.01  Real Estate and Personal Property Taxes.

     A.   All real estate and personal property taxes, levies,
assessments and similar charges on or relating to the Properties
(collectively, AImpositions@) during the Term shall be paid by
the Manager from Gross Revenues, before any fine, penalty, or
interest is added thereto or lien placed upon the Properties or
upon this Agreement.  Any such payments shall be included as an
Operating Expense.  Either the Owner or the Manager acting at the
direction of the Owner (in which case the Owner agrees to sign
the required applications and otherwise cooperate with the
Manager in expediting the matter) may initiate proceedings to
contest any negotiations or proceedings with respect to any
Imposition, and all reasonable costs of any such contest shall be
paid from Gross Revenues and shall be included as an Operating
Expense.  The Manager shall, as part of its contest or
negotiation of any Imposition, be entitled, on the Owner=s
behalf, to waive any applicable statute of limitations in order
to avoid paying the Imposition during the pendency of any
proceedings or negotiations with applicable authorities.

                    Article XII - The Properties' Employees

     12.01  The Properties' Employees.

     A.  All personnel employed at the Properties shall at all
times be the employees of the Manager.  The Manager shall have
discretion to hire, promote, supervise, direct and train all
employees at the  Properties, to fix their compensation and,
generally, establish and maintain all policies relating to
employment, in each case subject to the consent and approval of
the Owner. Notwithstanding the foregoing, (i) the Manager shall
use reasonable diligence and due care in the selection, hiring,
training, supervision, and replacement of all such and employees;
and (ii) the general hiring policies and the discharge of
employees at the Properties shall in all respects comply with all
"Equal Employment Opportunity" and other applicable laws and
regulations.  The employment policies applicable to the
Properties shall be subject to the approval of the Owner, and the
Manager shall not change such policies in any material respect
without the consent of the Owner, which consent may be granted or
withheld in the Owner's sole discretion.

                    Article XIII - Damage and Condemnation

     13.01  Damage and Repair.

     A.  If, during the Term, any portion of the Properties is
damaged or destroyed by fire, casualty or other cause,
the Owner shall, at its cost and expense and with all
reasonable diligence, repair or replace the damaged or
destroyed portion of the Properties to the same condition
as existed previously.  To the extent available, proceeds
from the insurance described in Section 10.02 above shall
be applied to such repairs or replacements.

     B.  Notwithstanding the forgoing, if, in connection with any
casualty, (i) the costs and expenses of restoring the
Properties shall equal or exceed 25% of the replacement
cost of the Properties immediately prior to such casualty
or (ii) either the Properties are substantially or
entirely damaged or destroyed, then the Owner may elect
not to restore the Properties, as applicable, and to
terminate this Agreement.  The Owner shall exercise its
election by written notice to the Manager prior to a date
which is 180 days after the occurrence of any such
casualty or 90 days after the Owner has been apprised of
the amount of insurance proceeds that will be available
for restoration, whichever date is later.

     13.02  Condemnation.

     A.   In the event all or substantially all of the Properties
shall be taken in any eminent domain, condemnation, compulsory
acquisition, or similar proceeding by any competent authority for
any publc or quasi-public use or purpose, or in the event a
portion of the Properties shall be so taken, but the result is
that it is unreasonable in the sole discretion of the Owner to
continue to operate the Properties, this Agreement shall
Terminate. The Manager shall have no right to participate in any
proceeding initiated by the Owner to recover any damages  or
compensation in respect of such taking.

                            Article XIV - Defaults

     14.01  Defaults.

     A.  The following shall constitute "Events of Default":

          1.  The filing of a voluntary petition in bankruptcy or
insolvency or a petition for reorganization under any
bankruptcy law by either party, or the admission by
either party that it is unable to pay its debts as they
become due;

          2.  The consent to an involuntary petition in bankruptcy or
the failure to vacate, within 90 days from the date of
entry thereof, any order approving an involuntary
petition by either party;

     3.  The entering of an order, judgement or decree by any
court of competent jurisdiction, on the application of
a creditor, adjudicating either party as bankrupt or
insolvent or approving a petition seeking
reorganization or appointing a receiver, trustee, or
liquidator of all or a substantial part of such party=s
assets, and such order, judgement or decree's
continuing unstayed and in effect for any period of 90
days;

     4.  The failure of either party to make any payment
required to be made in accordance with the terms hereof within 10
days after receipt of written notice from the other party that
such payment has not been made; or

     5.  The failure of either party to perform, keep  or
fulfill any of the covenants, undertakings, obligations or
conditions set forth in the Agreement, and the continuance of
such default for a period of 30 days after receipt of notice from
the other party of such failure.

     B.  Notwithstanding any other provisions herein, in the event
of any Event of Default by the Owner pursuant to the
terms of this Agreement, the Manager shall look only to
the Owner's estate and interest in the Properties for the
satisfaction of a money judgment against the Owner
resulting from such Event of Default, and no other
properties or assets of the Owner or of its Affiliates,
or of the Owner's partners, officers, directors
shareholders or principals, shall be subject to levy,
execution or other enforcement procedure for the
satisfaction of such judgment.

     Upon the occurrence of any Event of Default, the non-
defaulting party may give the defaulting party notice of
its intention to Terminate the Agreement, and if the
default has not been cured prior to such notice, this
Agreement shall terminate.  If, however, upon receipt of
such notice, the defaulting party shall promptly (if such
default is susceptible of being cured within an
additional 10 days) commence to cure the default, and
shall thereafter diligently pursue such efforts to
completion, then such notice shall be of no force or
effect; provided, that such default is actually cured
within such 10-day period.

     Upon the occurrence of an Event of Default, the non-
defaulting party shall have, in addition to the right to
Terminate, as set forth above, all applicable rights and
remedies hereunder and under applicable law or at equity,
including without limitation, the right to seek damages
resulting from such Event of Default.

     C.  The withdrawal of any license or permit that is material
to the operation of the Properties in accordance with
standards applicable to first-class conference
facilities, where such revocation (i) is not due to the
fault of either the Manager or the Owner and (ii) is not
otherwise within the reasonable control of either the
Manager or the Owner, shall not be an Event of Default
under this Article XIV.  The Manager and the Owner shall
each, in good faith, use all commercially reasonable
efforts (including the diligent pursuit of all available
appeals), during the 120-day period following such
withdrawal or revocation, to have such license or permit
reinstated.  If, notwithstanding such efforts, such
license or permit is not reinstated prior to the
expiration of the aforesaid period of 120 days, either
the Owner or the Manager shall have the right, at its
option, to terminate this Agreement, upon not less than
60 days' notice to the other party; provided, that the
terminating party shall deliver such notice of
termination to the other party by no later than 90 days
after the expiration of such 120-day period; and provided
further, that no such termination shall be
effective if, prior to the effective date of such
termination, such license or permit is reinstated or such
withdrawal or revocation of such license or permit is
stayed.

                  Article XV - Waiver and Partial Invalidity

     15.01  Waiver.  The failure of either party to insist upon a
strict performance of any of the terms or provisions of this
Agreement, or to exercise any option, right or remedy herein
contained, shall not be construed as a waiver or as a
relinquishment for the future of such term, provision,
option, right or remedy, but the same shall continue and
remain in full force and effect.  No waiver by either party
of any term or provision hereof shall be deemed to have been
made unless expressed in writing and signed by such party.

     15.02  Partial Invalidity.  If any portion of this
Agreement shall be declared invalid by order, decree or
judgement of a court of competent jurisdiction, this
Agreement shall be construed as if such portion had not
been inserted herein except when such construction would
operate as an undue hardship on the Manager or the Owner
or constitute a substantial deviation from the general
intent and purpose of said parties as reflected herein.

                           Article XVI - Assignment

     16.01  Assignment.

     A.   Neither party shall assign or transfer or permit  the
assignment or transfer of this Agreement or any interest herein,
without the prior written consent of the other, except that the
Owner at any time may assign its interest in this Agreement
without requiring the consent of the Manager; provided, that such
assignee has agreed to assume all of the Owner's obligations with
respect to the Agreement.  The Owner shall be relieved of any and
all obligations or liability under or with regard to this
Agreement, relating to the period after the effective date of
such assignment.

     Nothing contained herein shall prevent the transfer of this
Agreement in connection with a merger or consolidation or a sale
of all or substantially all of the assets of either party or
their respective Affiliates.

     B.   In the event either party consents to an assignment of
the Agreement by the other, no further assignment shall be made
without the express written consent of such party, unless
such assignment may otherwise be made without such consent
pursuant to the terms of the Agreement, subject to the
provisions of Section 16.01.A above.  Except as otherwise
set forth herein, an assignment by either the Owner or
the Manager of its interest in the Agreement shall not relieve
the Owner or the Manager, as the case may be, from their
respective obligations under the Agreement, and shall inure to
the benefit of, and be binding upon, their respective successors,
heirs, legal representatives, or assigns.

     16.02  Transfer of the Properties.  (a) If the Owner
determines directly or indirectly to transfer all or a material
portion of the Properties to an unaffiliated Person, the Owner
shall provide written notice thereof to the Manager at least 10
days before the date on which such transfer is proposed to be
effected.  Such notice shall set forth (i) the name, address, and
business of the proposed transferee and (ii) whether or not it is
proposed by the Owner that this Agreement remain in effect.

     (b) In the event that the Owner desires to terminate this
Agreement on the sale of all or a material portion of the
Properties and so notifies the Manager, this Agreement will
terminate upon the consummation of such transaction.

     (c) In the event that the Owner desires the Manager to
continue managing the Properties following the sale of all
or a material portion of the Properties, the Owner and the
Manager shall use reasonable efforts to cause the transferee
to enter into a management agreement with the Manager on
terms and conditions that the Manager and such transferee
may agree.

                          Article XVII - Termination

     17.01  Payment Upon Termination.  (a) Upon Termination
(provided, that there shall not be any Event of Default by
the Manager at such time), the Owner shall immediately pay
to the Manager all sums and amounts due and owing to the
Manager pursuant to the terms of this Agreement as of the
date of the Termination.

     (b)  Upon Termination, the Manager shall, within 90 days
after Termination, prepare and deliver to the Owner a
final accounting statement with respect to the
Properties, along with a statement of any sums due from
the Owner or the Manager pursuant hereof, dated as of the
date of Termination.  Within 30 days of receipt by the
Owner of such final accounting statement, the parties
will make any cash adjustments that are necessary
pursuant to such final statement.  The cost of preparing
such final statement shall be paid as an Operating
Expense, unless Termination occurs as a result of an
Event of Default by either party, in which case the
defaulting party shall pay such cost. The Manager and the
Owner acknowledge that there may be certain adjustments
for which information will not be available at the time
of the final accounting and the parties agree to readjust
such amounts and make the necessary cash adjustments when
such information becomes available; provided, however,
that all accounts shall be deemed final as of the 12-
month anniversary of the effective date of Termination.

     (c)  Upon Termination pursuant to Section 16.02 (b) above
or an Event of Default by the Owner (provided, that there
shall not be any Event of Default by the Manager at such
time) and within 60 days thereof, the Owner shall provide
the Manager written notice as to whether it shall, in its
discretion, either (i) pay immediately the balance of the
as-adjusted projected Base Management Fee and the as-adjusted
Incentive Management Fee, which are set forth on
Schedule A hereto, as of the date of Termination, in
accordance with the following formula:


          [(365 minus A divided by 365) multiplied by B] +
          [(365 minus A divided by 365) multiplied by C] +
           D

        where

                 A   =  That number of days remaining
                        in the Term Year during which
                        this Agreement is Terminated
                 B   =  The dollar amount of the as-
                        adjusted projected Base
                        Management Fee that
                        corresponds to the Term Year
                        during which this Agreement is
                        Terminated
                  C  =  The dollar amount of the as-
                        adjusted projected Incentive
                        Management Fee that
                        corresponds the Term Year
                        during which this Agreement is
                        Terminated
                  D  =  the sum of the as-adjusted
                        projected Base Management Fee
                        and the as-adjusted projected
                        Incentive Management Fee for
                        each whole Term Year remaining
                        in the Term without
                        aggregating the respective
                        amounts corresponding to the
                        Term Year during which the
                        Agreement is Terminated and
                        each preceding year thereo;

or pay, as of the date of Termination, on a quarterly basis for
the duration of the Term, any amounts due pursuant to the formula
contained in this Section 17.01c(i) as calculated with the actual
(rather than the as-adjusted) projected Base Management Fee and
the actual (rather than the as-adjusted) projected Base Incentive
Fee figures set forth on Schedule A hereto; provided, that such
quarterly payments shall not exceed one-fourth of the aggregate
amount due for each Term Year;

or, (ii) surrender to the Manager that number of shares of the
Manager's common stock, which shares were issued pursuant to
Section 6.01 hereof, as determined in accordance with the
following formula:

    [(1825 minus E) divided by 1825] multiplied by 1,000,000

     where
                  E   =  the aggregate number of days
                         remaining of the Term as of
                         the date of Termination;

provided that the aggregate number of shares to be surrendered
pursuant to this Section 17.01c(ii) shall not exceed a maximum of
1,000,000 shares of common stock.

     (d)  Upon Termination pursuant to Section 13.01B or Section
13.02A above, and within 60 days thereof, the Owner shall
provide the Manager written notice as to whether it shall,
in its discretion, either (i) pay an amount in cash equal to
the product of $2,000,000 and a fraction, the numerator of
which shall be equal to the difference between 1825 and the
number of days then remaining in the Term and the
denominator of which shall be 1825, which cash amount shall
not exceed $2,000,000; or (ii) surrender that number of
shares of common stock issued pursuant to Section 6.01
hereof in accordance with the formula set forth in Section
17.01c(ii) hereof.

     17.02   Procedures Upon Termination.  Upon Termination for
any reason:

     A.  The Manager  shall have 30 days after Termination to
remove its own property from the Properties;

     B.  The Manager shall leave the Properties in a clean and
orderly condition;

     C.  The  Manager shall, in connection with Termination,
surrender (and assign, if permitted) to the Owner, and shall
reasonably cooperate with the Owner in the surrendering (and
assignment, if permitted) and/or procuring of, any and all
licenses, permits and/or other authorizations on property
required for the operation of the Properties in accordance with
the directions of the Owner and with applicable governmental
laws, regulations, orders, or other provisions;

     D.  The Manager shall deliver to the Owner any and all
materials, supplies or equipment required for the operation of
the Properties and/or required to be developed, maintained, or
kept by the Manager pursuant to the terms and conditions of this
Agreement.  Without limiting the foregoing, the Manager shall
assign and deliver to the Owner all utility contracts, service
contracts, leases, licenses (including liquor and restaurant
licenses, if any) and other contracts entered into in connection
with the operation of the Properties and all warranty contracts,
warranty cards, operating instructions, and other information and
guarantees concerning all equipment installed in or used in
connection with the operation of the Properties.  Any and all
contracts, leases, licenses, warranties, guarantees, bank
accounts, and other Properties assets which are held in the
Manager's name shall be assigned by the Manager to the Owner and
the Manager agrees to execute and deliver such instruments of
assignment in connection therewith in such form and in such
descriptions as may be from time to time reasonably requested by
the Owner after Termination; and

     E.  The Manager shall deliver to the Owner all cash on hand
at the Properties and shall at the option of the Owner either
deliver to the Owner checks for the balances in the Operating
Accounts or join in the execution of appropriate instruments
which eliminate all the Manager personnel as signatories on such
account.

                Article XVIII - Responsibility for Claims, Etc.

     A.   All debts and liabilities arising in connection with the
use, occupancy or operation of the Properties (including, without
limitation, all such liabilities under or with respect to
environmental laws hazards or claims) during the Term are and
shall be the obligation of the Owner, and Manager shall not be
liable or otherwise responsible for any such debts or liabilities
by reason of its management, supervision and operation of the
Properties during said Term, except that Manager shall be
responsible for any such debt or liability that arises because of
Manager's fraud, gross negligence or willful misconduct in
failing to comply with the terms of this Agreement and/or in
performing its duties hereunder.  Manager shall defend, indemnify
and hold harmless Owner and its Affiliates, and their respective
agents, officers, employees, directors and shareholders from and
against any and all losses, costs, liabilities, expenses and
claims (whether administrative or judicial), including, without
limitation, reasonable attorneys' fees and expenses (all
foregoing being referred to as "Losses"), arising from any matter
for which Manager is responsible under this Article 18.  The act
or omission of an employee of the Manager who is not an executive
employee, which  act or omission is willful or constitutes fraud
or gross negligence on the part of such employee, shall not
constitute fraud, gross negligence or willful misconduct on the
part of Manager unless Manager's home office or regional staff,
or an executive employee of the Manager, acted with gross
negligence in employing, training, supervising or continuing the
employment of such employee.

     B.   Except as to specific acts or omissions for which Manager
has agreed to indemnify Owner in Article 18 (a) above, Owner
hereby agrees to defend, indemnify and hold Manager and its
Affiliates, and their respective agents, officers, employees,
directors and shareholders, harmless from and against Losses
occurring out of or by reason of this Agreement and or otherwise
arising in connection with the ownership, use, occupancy or
operation of the Properties.  Manager shall, at Owner's cost,
provide reasonable assistance to Owner in defending or otherwise
resolving any claims related to the operation of the Properties.

     C.  No person or entity shall be deemed to be a third party
beneficiary of any term or provision of this Agreement,
including, without limitation, the terms and provisions of this
Article 18, and no person or entity shall have any rights of
subrogation or similar rights under this Article 18, other than
Affiliates of Owner and Manager, respectively,  entitled  to
indemnification pursuant to the provisions of this Article 18.
All indemnification obligations under this Agreement and the
provisions of this Article 18 shall survive the expiration and
any termination of this Agreement.


                  Article XIX - Miscellaneous

     19.01  Right to Make Agreement.  Each party warrants, with
respect to itself, that neither the execution of this
Agreement nor the finalization of the transactions
contemplated hereby shall violate any provision of law or
judgment, writ, injunction, order or decree of any court or
governmental authority having jurisdiction over it; result
in or constitute a breach or default under any indenture,
contract, other commitment or restriction to which it is a
party or by which it is bound; or require any consent, vote
or approval which has not been taken, or at the time of the
transaction involved shall not have been given or taken.
Each party covenants that it has and will continue to have
throughout the term of this Agreement and any extensions
hereof, the full right to enter into this Agreement and
perform its obligations hereunder.

     19.02  Consents and Cooperation.  Wherever in this
Agreement the consent or approval of the Owner or the
Manager is required, such consent or approval at the
request of either party shall be in writing and shall be
executed by a duly authorized officer or agent of the
party granting such consent or approval.

     19.03  Manager Status.  In the performance of its duties
in the administration, management and operation of the
Properties, the Manager shall act solely as an
independent contractor.  Nothing herein shall
constitute or be construed to be or create a
partnership or joint venture between the Owner and the
Manager, or be construed to appoint or constitute the
Manager as an agent of the Owner for any purpose, or
construed to create a lease by the Manager of the
Properties.  It is expressly covenanted that this
Agreement is no more than an agreement for the
rendering of services by the Manager in the operation
and management of the Properties.  The covenants
benefiting the Manager are not covenants running with
the land, and are personal to the parties hereto and
their respective successors.

     19.04  Confidentiality.  The parties hereto agree that the
matters set forth in this Agreement are strictly
confidential and each party will make every effort to
ensure that the information is not disclosed to any
outside Person (including the press or other media)
without the prior written consent of the other party,
except as may be required by applicable law or judicial
or administrative process and as may be reasonably
necessary to obtain licenses, permits and other public
approvals necessary for the refurbishment or operation of
the Properties, or in connection with the Owner's
financing of the Properties or the Owner's business
relations.

     19.05  Applicable Law; Etc.  This Agreement shall be
construed under and shall be governed by the
substantive laws of the State of Georgia without regard
to conflicts of laws principles.  Except to the extent
otherwise provided herein relating to arbitration, any
and all disputes hereunder shall be adjudicated in any
federal or state court sitting in Atlanta, Georgia, to
whose jurisdiction the parties consent on an exclusive
basis.  The Manager consents to the entry of injunctive
and other equitable relief in respect of any breach or
threatened breach of the provisions hereof, without the
requirement of posting a bond or other collateral or
security.

     19.06  Headings.  Headings of Articles and Sections
are inserted only for convenience and are in no way
to be construed as a limitation on the scope of the
particular Articles or Sections to which they refer.

     19.07  Notices.  Notices, statements and other
communications to be given under the terms of this
Agreement shall be in writing and delivered by
telecopier or hand against receipt or by nationally
recognized overnight courier (such as Federal
Express) or sent by certified or registered mail,
postage prepaid, return receipt requested:

     To Owner:           Fountainhead Development Corp., Inc.
                         Attention: Donald E. Panoz
                         6060 Golf Club Drive
                         Braselton, Georgia 30517
                         Fax: (770) 867-0902

     With a copy to:     Brock Silverstein LLC
                         800 Third Avenue, 21st Floor
                         New York, New York 10022
                         Attention: David Robbins, Esq.
                         Fax: (212) 371-5500

     To The Manager:     Ridgewood Hotels, Inc.
                         2859 Paces Ferry Road
                         Suite 700
                         Atlanta, Georgia 30339
                         Attention: President

     With a copy to:     Rogers and Hardin LLP
                         2700  International Tower,
                         Peachtree Center
                         229 Peachtree Street, N.E.
                         Atlanta, Georgia  30303
                         Attention:  Michael Rosenzweig, Esq.
                         Fax:  (404) 525-2224

or at such other address as is from time to time designated by
the party receiving the notice.  All notices shall be deemed to
have been delivered and received (i) in the case of mailing, on
the fifth business day after the posting thereof, (ii) in the
case of personal delivery or delivery by telecopier, on the date
of such delivery and (iii) in the case of dispatch by nationally
recognized overnight courier, on the second business day
following such dispatch.

     19.08  Security.  The Manager shall provide limited, passive
security at the Properties in accordance with policies and
procedures established by the Owner and shall coordinate
with a representative designated by the parties.  The
Manager shall notify the Owner of any disturbance or other
security matter that comes to the Manager's attention.  The
Owner shall indemnify and hold the Manager, its subsidiaries
and affiliates harmless from and against all claims,
damages, liabilities and expenses, including attorneys' and
court costs, arising out of or in connection with the
provision of security.

     19.09  Competitive Market Area.  The Manager covenants and
agrees that during the Term the Manager shall not own in
whole or in part, lease, operate or manage any hotel,
motel, conference center, resort, or similar lodging
facility located within a 50-mile radius of the
Properties.  The parties agree that this restriction
shall not apply to (i) any operations currently conducted
by the Manager within the restricted area, (ii) any
operations within the restricted area obtained by the
Manager as part of the acquisition of all or
substantially all of the assets or stock of a separate
entity, (iii) any operations where the Manager's interest
in such business is conducting food and beverage
services; it being understood and agreed that any of the
restrictions contained in this Section 19.09 may be
waived by the Owner.

     19.10  Estoppel Certificates.  Each party to this Agreement
shall at any time and from time to time, upon not less than
10 days' prior notice from the other party, execute,
acknowledge and deliver to such other party, or to any third
party specified by such other party, a statement in writing:
(a) certifying that this Agreement is unmodified and in full
force and effect (or if there have been modifications, that
the same, as modified, is in full force and effect and
stating the modifications); (b) stating whether or not to
the best knowledge of the certifying party (i) there is a
continuing Event of Default by the non-certifying party in
the performance or observance of any covenant, agreement or
condition contained in this Agreement, or (ii) there shall
have occurred any event which, with the giving of notice or
passage of time or both, would become an Event of Default,
and, if so, specifying each such Event of Default or
occurrence of which the certifying party may have knowledge;
and (c) stating such other information as the non-certifying
party may reasonably request.  Such statement shall be
binding upon the certifying party and may be relied upon by
the non-certifying party and/or such third party specified
by the non-certifying party as aforesaid.  The obligations
set forth in this Section 19.10 shall survive Termination
(e.g., each party shall, on request, within the time period
described above, execute and deliver to the non-certifying
party and to any such third party a statement certifying
that this Agreement has been terminated).

     19.11  Entire Agreement.  This Agreement, together with
other writings signed by the parties expressly stated to
be supplemental hereto and together with any instruments
to be executed and delivered pursuant to this Agreement,
constitutes the entire agreement between the parties and
supersede all prior understandings and writings between
the parties relating to the subject matter hereof, and
may be changed only by a writing signed by the parties
hereto.

     19.12. Counterparts and Facsimile.   This Agreement may be
executed in any number of counterparts, and each such
counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall
constitute one agreement.  In addition, this agreement may
be signed and delivered to the other party by facsimile
transmission; such transmission shall be deemed a valid
signature.

     In witness whereof, the parties hereto have caused this Agreement
to be executed as of the day and year first written above.

                            Fountainhead Development Corp., Inc.


                            By:/s/ Donald E. Panoz
                               Name:  Donald E. Panoz
                               Title: Chairman

                            Ridgewood Hotels, Inc.


                            By:/s/ N. R. Walden
                               Name:  N. Russell Walden
                               Title: President



                                  Schedule A




                   Projected Base       Projected Incentive
 Term Year         Management Fee          Management Fee
- -------------------------------------------------------------------

                      As Adjusted                       As Adjusted
                     (giving effect                    (giving effect
                        to a 8%                           to an 18%
           Actual       discount)          Actual         discount)
           ------    --------------        ------      --------------

   1      $750,000       $690,000         $335,000        $274,700
   2       772,000        710,240          384,000         314,880
   3       796,000        732,320          435,000         356,700
   4       820,000        754,400          487,000         399,340
   5       844,000        776,480          540,000         442,800

EX-2

                           AGREEMENT


     THIS AGREEMENT (this "Agreement") is entered into as of the
10th day of January 2000, between Fountainhead Development Corp.,
Inc., a Georgia corporation ("Fountainhead"), and Ridgewood
Hotels, Inc., a Delaware corporation ("Ridgewood").

                      W I T N E S S E T H:

     WHEREAS, pursuant to a Management Agreement, dated as of
January __, 2000 between the parties hereto (the "Management
Agreement"), Ridgewood has agreed to serve as manager of certain
hotel and resort properties owned by Fountainhead and set forth
on Exhibit A hereto (the "Managed Properties"); and

     WHEREAS, in consideration of payment by Fountainhead to
Ridgewood of $10,000 (representing the par value of the Shares
(as defined below)) and Fountainhead's agreement to allow
Ridgewood to act as the manager of the Managed Properties in
accordance with the terms and conditions of the Management
Agreement, Ridgewood desires to issue to Fountainhead 1,000,000
shares of the common stock, $.01 par value per share, of
Ridgewood;

     NOW, THEREFORE, for and in consideration of the mutual
agreements and promises contained herein (the mutuality, adequacy
and sufficiency of which are hereby acknowledged) and intending
to be legally bound hereby, the parties agree as follows:

     1.   Sale of Stock.  Notwithstanding any provision in the
Management Agreement to the contrary, immediately upon execution
of the Management Agreement and upon payment by Fountainhead to
Ridgewood of $10,000 (representing the par value of the Shares),
Ridgewood shall issue to Fountainhead a certificate or
certificates representing 1,000,000 shares of its common stock,
$.01 par value per share (the "Shares").  Ridgewood represents
and warrants that the Shares shall be validly issued, fully paid
and non-assessable and free of all liens, claims and restrictions
other than restrictions imposed by applicable federal and state
securities laws.

     2.   Board of Directors.  In connection with the execution
of the Management Agreement, the Board of Directors of Ridgewood
shall take all necessary action to increase the size of the Board
by four directors and shall take all necessary action to approve
the appointment of four new directors approved by Fountainhead,
to take office ten days after the filing with the Securities and
Exchange Commission and the delivery to the shareholders of
Ridgewood of an information statement pursuant to Section 14f-1
of the Securities Exchange Act of 1934, as amended.  Prior to or
upon the execution of the Management Agreement, the Board of
Directors of Ridgewood shall also take all necessary action to
approve the appointment of Donald Panoz as Chief Executive
Officer of Ridgewood, Henk Evers as President and Chief Operating
Officer of Ridgewood and Sheldon Misher as Secretary of
Ridgewood, and the current members of the Board of Directors of
Ridgewood shall agree in writing not to take any Board action
until the new directors take office.  Upon execution of the
Agreement, Ridgewood shall deliver to Fountainhead a certificate
of the Secretary of Ridgewood.

     3.    Purchase for Investment.  In connection with the
issuance of the Shares by Ridgewood, Fountainhead represents and
warrants that Fountainhead is acquiring the Shares for its own
account, to hold for investment, and with no intention of
dividing its participation with others or reselling or otherwise
participating, directly or indirectly, in a distribution of the
Shares, and that Fountainhead shall not make any sale, transfer
or other disposition of the Shares in violation of any applicable
state securities laws (the "State Acts") or the Securities Act of
1933 as amended (the "1933 Act").

     4.   No Registration.  Fountainhead acknowledges that it has
been advised that the Shares are not being registered under any
applicable State Acts on the grounds that this transaction is
exempt from registration thereunder, or under the 1933 Act on the
grounds that this transaction is exempt from registration under
Section 4(2) of the 1933 Act as not involving any public
offering, and that reliance by Ridgewood on such exemptions is
predicated in part on its representations set forth in this
Agreement.  In addition, Fountainhead acknowledges that the
certificate or certificates received by it shall bear a legend in
substantially the following form, in addition to any other legend
required by law or otherwise:

          "The securities represented hereby have not been
          registered under the Securities Act of 1933 (the "Act")
          or any state securities acts and may not be sold,
          transferred or otherwise disposed of unless a
          registration statement under the Act and any applicable
          state securities acts with respect to such securities
          is effective or unless the Company is in receipt of an
          opinion of counsel satisfactory to it to the effect
          that such securities may be sold without registration
          under the Acts and such state acts."

     5.   Securities Laws.  Ridgewood may refuse to permit
Fountainhead to sell, transfer or dispose of the Shares unless
there is in effect a registration statement under any applicable
State Acts and the 1933 Act covering such transfer or
Fountainhead furnishes an opinion of counsel, reasonably
satisfactory to counsel for Ridgewood, to the effect that such
registration is not required and also agrees that stop transfer
instructions will be noted on the appropriate records of
Ridgewood or given to Ridgewood's transfer agent.

     6.   Limitations.  Representatives of Fountainhead have
carefully read this Agreement and discussed its requirements and
other applicable limitations upon Fountainhead's resale of the
Shares with counsel and, to the extent necessary, counsel for
Ridgewood, and has had an opportunity to ask questions and
receive answers about Ridgewood and to obtain additional
information for verification purposes.

     7.   No Obligation to Register.  Fountainhead understands
that Ridgewood is under no obligation to register the Shares or
take any other action necessary in order to make compliance with
an exemption from registration available, except as provided in
the Management Agreement.

     8.   No Public Solicitation.  Fountainhead acknowledges and
agrees that it has received no public solicitation or
advertisement concerning an offer to sell the Shares.

     9.   High Degree of Risk.  Fountainhead acknowledges and
understands that the purchase of the Shares involves a high
degree of risk and acknowledges that it is able to bear the
economic risk of its investment in the Shares.

     10.  Accredited Investor.  Fountainhead acknowledges that it
is an "accredited investor" as defined in Rule 501(a) of
Regulation D promulgated under the Securities Act of 1933, as
amended.

     11.  Access to Information.  Fountainhead acknowledges that
it has either been supplied with or has had access to information
to which a reasonable investor would attach significance in
making investment decisions and has had the opportunity to ask
questions and receive answers from knowledgeable individuals
concerning Ridgewood, its business and the Shares so that as a
reasonable investor, it has been able to make an informed
decision to purchase the Shares.  In determining to proceed with
this investment, Fountainhead has relied solely on the results of
its independent investigation with respect to the Shares,
Ridgewood and upon the representations and statements of
Ridgewood set forth herein.  Such representations and statements
by Ridgewood constitute the sole and exclusive representations,
warranties, covenants and statements of Ridgewood and its
officers, directors, shareholders and other affiliates to it in
connection with this investment.

     12.  Validity and Enforceability.  Ridgewood has all
necessary corporate power and authority, and has taken all action
required, to execute, deliver and perform this Agreement and the
Management Agreement and sell and deliver the Shares.  This
Agreement, the Management Agreement and all other documents and
instruments executed by Ridgewood pursuant hereto, when
delivered, are and will be duly authorized, valid and binding
obligations of Ridgewood, enforceable against it in accordance
with their respective terms, subject to laws of general
application relating to bankruptcy, insolvency and the relief of
debtors and equitable principles.  The sale of the Shares by
Ridgewood in accordance herewith is not subject to preferential
rights or similar statutory or contract rights that have not
heretofore been waived and does not give rise to any rights or
obligations to third parties arising pursuant to any agreement or
instruments to which Ridgewood is a party or which are otherwise
binding on Ridgewood.

     13.  Litigation.  Except as set forth on Schedule 13, there
is no action, suit, proceeding or investigation pending or, to
Ridgewood's knowledge, threatened against Ridgewood that might
call into question the validity of, or hinder the enforceability
or performance of, this Agreement or the Management Agreement or
the validity of the Shares, or any action taken or to be taken
pursuant hereto.  Ridgewood is not in default with respect to any
order, writ, injunction, decree, ruling or decision of any court,
commission, board or other government agency by which Ridgewood
is bound that might affect the Shares.

     14.  No Violations.  Neither the execution, delivery and
performance by Ridgewood of this Agreement, the Management
Agreement and any documents or instruments delivered, executed
and performed in connection herewith, the consummation of the
transactions contemplated hereby (including the sale and delivery
of the Shares), nor the compliance with the provisions hereof
will violate any provision of law, or any order of any court or
other agency of government or indenture, agreement or other
instrument to which Ridgewood is bound, or result in the creation
or imposition of any lien, charge or security interest upon any
of the Shares.

     15.  Material Adverse Change.  Except as set forth on
Schedule 15, since September 30, 1999, Ridgewood has conducted
its business only in the ordinary course of business, and there
has not been any material adverse change in the business,
financial condition, operations, affairs, properties, assets or
results of operations of Ridgewood or any of its subsidiaries.

     16.  SEC Filings.  All of the documents (the "SEC
Documents") filed by Ridgewood with the Securities and Exchange
Commission (the "Commission") in accordance with the requirements
of the Securities Act of 1933, as amended (the "Securities Act"),
and the Securities Exchange Act of 1934, as amended
(collectively, the "Securities Acts"), and all information
supplied by Ridgewood to Purchaser in connection with any and all
securities filings required by the consummation of the
transactions contemplated hereby, conformed in all material
respects to the requirements of the Securities Acts and the rules
and regulations of the Commission thereunder, and none of such
documents contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.

     17.  Derivative Action.  The status of the derivative action
against Ridgewood styled as Strassburger v. Early et al. is as
set forth on Schedule 17 hereto.

     18.  Survival of Representations and Warranties.  The
representations and warranties contained in this Agreement shall
continue in full force and effect following the execution of this
Agreement and the Management Agreement and issuance and delivery
of the Shares.

     19.  Successors and Assigns.  This Agreement shall inure to
the benefit of and be binding upon Fountainhead and Ridgewood,
their successors and assigns.  This Agreement may not be assigned
by Ridgewood without the prior written consent of Fountainhead.
Nothing in this Agreement, express or implied, is intended or
shall be construed to confer upon any person other than the
parties hereto any right, remedy or claim under or by reason of
this Agreement.

     20.  Entire Agreement.  This Agreement, together with the
Management Agreement, sets forth the entire agreement between the
parties as to the subject matter of this Agreement and supersedes
all prior agreements, commitments, representations, writings and
discussions between them, whether written or oral, with respect
to the subject matter hereof.  Except as otherwise expressly
provided in this Agreement, this Agreement may not be amended or
terminated except in writing and signed by the proper and duly
authorized representative of the party to be bound thereby.

     21.  Waivers.  No party shall be deemed to have waived any
right, power or privilege under this Agreement or any provision
hereof unless such waiver shall have been duly executed in
writing and acknowledged by the party to be charged with such
waiver.  The failure of any party to enforce at any time any of
the provisions of this Agreement shall in no way be construed as
a waiver of such provisions nor in any way affect the validity of
this Agreement or any part thereof, or the right of any party to
thereafter enforce each and every such provision.

     22.  Severability.  If any provision of this Agreement or
its application to any person or circumstance is adjudged invalid
or unenforceable by any court of competent jurisdiction, then the
remainder of this Agreement or the application of such provision
to other persons or circumstances shall not be affected thereby;
provided, however, that if any provision or application hereof is
invalid or unenforceable, then a suitable and equitable provision
shall be substituted therefor in order to carry out, so far as
may be valid and enforceable, the intent and purpose of this
Agreement including the invalid or unenforceable provision.

     23.  Governing Law.  This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Georgia,
except the rules relating to conflicts of laws.

     24.  Counterparts.  This Agreement may be executed in any
number of counterparts, and each such counterpart shall be deemed
an original instrument.

     IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.

                              RIDGEWOOD HOTELS, INC.


                              By:  /s/ N. R. Walden
                                 Name:  N. Russell Walden
                                 Title:    President


                              FOUNTAINHEAD DEVELOPMENT
                                   CORP., INC.


                              By:  /s/ Donald E. Panoz
                                          Donald Panoz
                                   Chairman



                           EXHIBIT A



                       Managed Properties

Chateau Elan
(The Lodge Spa and Conference Facilities)