JANUS HOTELS & RESORTS INC
JAGI NORTH CANTON MORTGAGE LOAN MOD AGREEMENT
<DOCUMENT>
<TYPE>EX-10.40A
<SEQUENCE>7
<FILENAME>janus8k_ex1040a8202.txt
<DESCRIPTION>JAGI NORTH CANTON MORTGAGE LOAN MOD AGREEMENT
<TEXT>
                                                                Exhibit 10.40a


                      MORTGAGE LOAN MODIFICATION AGREEMENT


         THIS MORTGAGE LOAN MODIFICATION AGREEMENT (the "Agreement") is entered
into as of the ______ day of August, 2002 by and between THE PROVIDENT BANK, an
Ohio banking corporation, One East Fourth Street, Cincinnati, Ohio 45202 (the
"Lender") and JAGI NORTH-CANTON, LLC, a Delaware limited liability company (the
"Borrower").

                                    RECITALS:

     A. Amresco Capital,  L.P., a Delaware limited partnership  ("ACLP") made as
of August 14, 1998, a mortgage  loan in the principal  amount of  $5,400,000.00,
which has a current outstanding  principal balance in the amount of Five Million
Seventy-Six Thousand Two Hundred Seventy-Five and 51/100 Dollars ($5,076,275.51)
("Loan")  to JAGI  North-Canton,  LLC,  a  Delaware  limited  liability  company
("Borrower").  The  Loan is  evidenced  by  Promissory  Notes  in the  aggregate
principal  amount of  Forty-Four  Million  and 00/100  Dollars  ($44,000,000.00)
("Notes")  which are secured by (a) certain  Mortgage in the original  amount of
$5,400,000  to Amresco  Capital,  L.P.  of record in  Instrument  No.  98057098,
Recorders Office, Stark County, Ohio (the "Mortgage") and (b) certain Assignment
of Leases and Rents  ("Assignment of Leases") executed by Borrower on August 14,
1998 and recorded in Instrument No. 98057099,  Recorders  Office,  Stark County,
Ohio.

     B. ACLP  assigned,  transferred  and conveyed  all of its right,  title and
interest in and to the Loan,  the  Mortgage,  the  Assignment  of Leases and all
other documents evidencing, governing or securing the Loan a listing of which is
fully set forth in Exhibit B  (collectively,  the "Loan  Documents")  to Amresco
Capital Limited,  Inc., a Delaware  corporation  ("Amresco  Capital Limited") by
virtue of that certain Assignment of Mortgage and Assignment of Leases and Rents
dated August 14, 1998 and recorded in Instrument No. 98057102, Recorders Office,
Stark County, Ohio.

     C. Amresco Capital Limited assigned,  transferred,  and conveyed all of its
right,  title and interest in and to the Loan,  the Mortgage,  the Assignment of
Leases and the Loan Documents to LaSalle National Bank  ("LaSalle"),  a national
banking  association,  as  custodian  or  trustee  by  virtue  of  that  certain
Assignment of Mortgage and  Assignment of Leases and Rents dated August 14, 1998
and recorded in Instrument No. 98057103, Recorders Office, Stark County, Ohio.

     D. LaSalle assigned,  transferred and conveyed all of its right,  title and
interest in and to the Loan, the Mortgage, the Assignment and the Loan Documents
to The  Provident  Bank by virtue of that  certain  Assignment  of Mortgage  and
Assignment  of Leases and Rents dated August 2, 2002 and recorded in  Instrument
No. ______, Recorders Office, Stark County, Ohio.

     E. The Notes were additionally  secured by a certain Mortgage from Borrower
to ACLP dated August 14, 1998 in the amount of Thirty-Eight  Million Six Hundred
Thousand  and  00/100  Dollars  ($38,600,000.00)  of  record in  Instrument  No.
98057101 Recorders Office,  Stark County,  Ohio ("Second  Mortgage"),  which was
assigned by ACLP to Amresco Capital Limited by Assignment filed in Instrument

<PAGE>

No. 598057104 Recorders Office, Stark County, Ohio, which was further assigned
by Amresco Capital Limited to LaSalle by Assignment filed in Instrument No.
98057105 Recorder's Office, Stark County, Ohio and was further assigned by
LaSalle to Lender by Assignor filed in Instrument No. _____, Recorder's Office,
Stark County, Ohio.

     F.  The  real  estate  encumbered  by the  Mortgage,  Second  Mortgage  and
Assignment of Leases is described in the attached Exhibit A ("Premises").

     G. The above  described  indebtedness,  as evidenced by the Notes,  and all
additional  sums due under the Mortgage,  Assignment of Leases,  Second Mortgage
and other Loan Documents,  if any, remains unpaid and Borrower has requested and
Lender has agreed to the  rearrangement of the terms of such  indebtedness  (the
"Indebtedness")  to adjust the  interest  rate of the Notes,  to provide for the
monthly payment of principal and interest payments,  to adjust the maturity date
of the  Loan  and to  amend  certain  provisions  of the  Loan  Documents,  upon
Borrower's compliance with the provisions set forth herein.

     NOW,  THEREFORE,  in consideration of the mutual promises made herein,  the
benefits accruing to the parties herein and the obligations  assumed  hereunder,
the parties agree that the Indebtedness  shall remain  outstanding and the terms
of such Indebtedness shall be amended as follows:

     1.  Amendment  to the  Loan.  The Loan,  which  has a  current  outstanding
principal balance in the amount of Five Million Seventy-Six Thousand Two Hundred
Seventy-Five and 51/100 Dollars  ($5,076,275.51),  shall be amended so that: (i)
the "Interest Rate" is a variable rate which shall be the Prime Rate, as defined
herein,  plus  One-Half of One Percent  (.50%)  charged by the Lender,  computed
daily for the  actual  number  of days  elapsed  over a year of 360  days;  (ii)
payment of principal,  amortized  over a twenty (20) year  amortization  period,
shall be due and payable in arrears in equal monthly  principal  installments of
Ten Thousand  Sixty-Four  and 00/100  Dollars  ($10,064.00),  together  with all
accrued but unpaid  interest  commencing  on September 1, 2002,  which  payments
Borrower shall continue to make on the first day of each month  thereafter until
the Maturity  Date;  and (iii) the Maturity  Date shall be adjusted to August 1,
2003.   The  amendment  to  the  Notes  shall  not  constitute  a  repayment  or
satisfaction of the Indebtedness  evidenced by the Notes, which for all purposes
hereunder shall remain outstanding from August 14, 1998.

     Prime Rate is that percentage rate of interest calculated on the basis of a
360 day year which is  established  and announced by Lender from time to time as
its Prime Rate, which is in effect until a new rate is established and announced
and which  provides  a base to which  loan  rates may be  referenced;  it is not
necessarily  the  Lender's  lowest  loan rate.  In the event of a change in such
Prime Rate, the interest rate hereunder shall be adjusted accordingly,  and such
adjustment  shall  become  effective  on the date such  Prime Rate  changes.

     2. Amendment to Mortgage,  Second  Mortgage and Other Loan  Documents.  The
Mortgage,  Second  Mortgage and other Loan Documents shall be amended to reflect
the  adjustment of the Maturity Date to August 1, 2003.  The Mortgage and Second
Mortgage  shall now  secure the  Notes,  which  evidence  an  aggregate  maximum
outstanding  principal balance of Thirty-Three Million Five Hundred Thousand and
00/100 Dollars  ($33,500,000.00).  In accordance  with the  foregoing,  Borrower
hereby  grants,  conveys and  mortgages  to Lender the  Premises as described in
Exhibit A as  collateral  security for the Notes  subject in all respects to the
terms of the  Mortgage,  Second  Mortgage,  Assignment  of Leases and other Loan
Documents.

<PAGE>

     3.  Additional  Loan  Documents.  Concurrently  with the  execution of this
Agreement  and as an  inducement to Lender to acquire the Loans from LaSalle and
to agree to the terms and conditions  contained herein,  Louis S. Beck and Harry
G. Yeaggy shall jointly and severally grant to Lender an Unconditional  Guaranty
("Guaranty")  which Guaranty shall guaranty the obligations  payable by Borrower
to the Lender under the Notes, the Mortgage,  Second Mortgage and the other Loan
Documents. In addition,  Borrower shall grant to Lender a Pledge/Assignment/Cash
Collateral  Agreement  between  Borrower and Lender dated of even date  herewith
granting  to Lender an interest in that  account  with a current  balance of One
Hundred Nine Thousand Five Hundred Seventeen Dollars ($109,517) established as a
reserve for furniture,  fixtures and equipment on the Premises as required under
the Mortgage ("Pledge Agreement").  Said Guaranty and Pledge Agreement shall now
become  part of the Loan  Documents  and shall  secure  the  obligations  of the
Borrower under the Notes and the Loan Documents.

     4.   Borrower   Certification.   Borrower   hereby   certifies   that   the
representations,  warranties and covenants set forth in the Settlement Agreement
Regarding  Loans between  Borrower and LaSalle dated August ___, 2002 pertaining
to the Loans and  operation  of the Premises are true and correct and run to the
benefit of Lender.

     5.  Amendment to Notes,  Mortgage,  Assignment of Leases and the other Loan
Documents.  Borrower agrees that all provisions regarding release prices for any
of the hotel property are hereby deleted in their entirety.

     6.  Conditions  Precedent.  As a  condition  to the  effectiveness  of this
Agreement, Borrower shall deliver to Lender the following items:

          (a) Lender's  reasonable legal fees,  title  examination and insurance
     fees and other out-of-pocket expenses.

          (b) executed copies of the Guaranty and Pledge Agreement;

          (c)  evidence of  certificates  of insurance  for the Premises  naming
     Lender as a mortgagee;

          (d) tax identification numbers for Borrower and for both Guarantors;

          (e) title examination update or title endorsement  evidencing that the
     Mortgage,  as assigned to Lender and as amended herein, is a first and best
     lien on the Premises; and

          (f)  authorizing  resolutions  authorizing the amendments to the Notes
     and the modification as set forth herein.

     7. No Other  Changes.  All of the terms  and  conditions  contained  in the
original Notes, Mortgage,  Second Mortgage and all other Loan Documents,  except
as modified by this  Agreement  shall remain  unchanged,  unimpaired and in full
force and effect. This Agreement is hereby made a part of the original documents
evidencing  and securing  the  Indebtedness  as  completely  as if  incorporated
verbatim therein.


<PAGE>

     8. Covenants and Representations.

          (a)  Borrower  acknowledges  and  unconditionally  promises to pay the
     entire  Indebtedness  as set  forth in the Notes  and in the  original  and
     amended instruments evidencing and securing the Indebtedness, as required.

          (b)  Borrower  and  Lender  agree  that the  entire  Indebtedness,  as
     evidenced by Notes,  shall be secured by the  Mortgage and Second  Mortgage
     and the  parties  agree  and  acknowledge  that this  Agreement  is made in
     reliance upon the security of such Mortgage and Second Mortgage.

          (c) Borrower  represents  and warrants  that it is the true and lawful
     owner of the Premises  subject to the Mortgage and Second Mortgage and that
     the Mortgage and Second  Mortgage  will be maintained as a valid first lien
     and  second on the  Premises  subject  only to  Permitted  Encumbrances  as
     described in such Mortgage and Second Mortgage.

          (d) Borrower reaffirms all covenants and  representations set forth in
     the Notes and  Mortgage,  Second  Mortgage,  Assignment of Leases and other
     Loan Documents as if such covenants and representations were made as of the
     date hereof.

     9.  Miscellaneous.  This  Agreement and the rights and  obligations  of the
parties hereunder shall be governed by and construed under the laws of the State
of Ohio.  This  Agreement  shall  inure to the  benefit of and be binding on the
respective  heirs,  executors,  administrators,  successors  and  assigns of the
parties hereto.

     IN WITNESS  WHEREOF,  the parties have signed this Agreement as of the date
first above written.

                                    LENDER:

                                    THE PROVIDENT BANK

                                    By:____________________________
                                              James H. Beck,
                                              Vice President

                                    BORROWER:

                                    JAGI NORTH-CANTON, LLC,
                                    a Delaware limited liability company

                                    By:___________________________
                                    Name:
                                    Title:


<PAGE>

STATE OF OHIO           )
                        )  SS:
COUNTY OF HAMILTON      )

         The foregoing instrument was acknowledged before me this ____ day of
August, 2002 by James H. Beck, Vice President of The Provident Bank, an Ohio
banking corporation on behalf of the corporation.

                                     ------------------------------
                                     Notary Public



STATE OF OHIO           )
                        )  SS:
COUNTY OF _________     )

         The foregoing instrument was acknowledged before me this ____ day of
August, 2002 by Richard A. Tonges, Vice President of Janus Hotels & Resorts,
Inc., Managing Member of JAGI North-Canton, LLC, a Delaware limited liability
company, on behalf of the limited liability company and the Managing Member.

                                     ------------------------------
                                     Notary Public


This Instrument Prepared by:
Mark J. Weber
Keating, Muething & Klekamp, P.L.L.
1400 Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202





</TEXT>
</DOCUMENT>
