EXTENDED STAY AMERICA INC
TIME SHARING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>TIME SHARING AGREEMENT
<TEXT>
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                                                                    Exhibit 10.1

                             TIME SHARING AGREEMENT

         This Agreement is made, effective as of July 24, 2002, by and between
ESA Services, Inc., a corporation organized under the laws of the State of
Delaware, with principal offices at 101 N. Pine Street, Spartanburg, SC 20303
(hereinafter referred to as "Lessor"), and Advance America Cash Advance Centers,
Inc. with principal offices at 135 N. Church Street, Spartanburg, SC 20302
(hereinafter referred to as "Lessee");

                                    RECITALS

         WHEREAS, Lessor is the owner of that certain civil Aircraft bearing the
United States Registration Number N242RB ("the Aircraft" or "Aircraft"), a
LearJet, Model 55B, Manufacturer's Serial Number 132;

         WHEREAS, Lessor employs a fully qualified flight crew to operate the
         Aircraft; and

         WHEREAS, Lessor and Lessee desire to lease said Aircraft with flight
crew on a non-exclusive time sharing basis as defined in Section 91.501 (c) (1)
of the Federal Aviation Regulations ("FAR");


         The parties agree as follows:

               1.     Lessor agrees to lease the Aircraft to Lessee pursuant to
                      the provisions of FAR 91.501 (c) (1) and to provide a
                      fully qualified flight crew for all operations. This
                      Agreement shall commence on the date that it is signed and
                      continue for one year after said date. Thereafter, this
                      Agreement shall be automatically renewed on a month to
                      month basis, unless sooner terminated by either party as
                      hereinafter provided. Either party may at any time
                      terminate this Agreement upon thirty (30) days written
                      notice to the other party, delivered personally or by
                      certified mail, return receipt requested, at the address
                      for said other party as set forth above.

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               2.     Lessee shall pay Lessor for each flight conducted under
                      this Agreement the actual expenses of each specific flight
                      as authorized by FAR Part 91.501 (d). These expenses
                      include:

                      (a)     Fuel, oil, lubricants, and other additives;

                      (b)     Travel expenses of the crew, including food,
                              lodging and ground transportation;

                      (c)     Hangar and tie down costs away from the Aircraft's
                              base of operation;

                      (d)     Insurance obtained for the specific flight;

                      (e)     Landing fees, airport taxes and similar
                              assessments including, but not limited to IRC
                              Section 4261 and related excise taxes;

                      (f)     Customs, foreign permit, and similar fees directly
                              related to the flight;

                      (g)     In-flight food and beverages;

                      (h)     Passenger ground transportation;

                      (i)     Flight planning and weather contract services; and

                      (j)     An additional charge not to exceed 100% of the
                              expenses listed in subparagraph (a) of this
                              paragraph.

               3.     Lessor will pay all expenses related to the operation of
                      the Aircraft when incurred, and will provide an invoice
                      and bill Lessee for the expenses enumerated in paragraph 2
                      above on the last day of the month in which any flight or
                      flights for the account of Lessee occur. Lessee shall pay

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                      Lessor for said expenses within fifteen (15) days of
                      receipt of the invoice and bill therefor.

               4.     Lessee will provide Lessor with requests for flight time
                      and proposed flight schedules as far in advance of any
                      given flight as possible, and in any case, at least
                      twenty-four (24) hours in advance of Lessee's planned
                      departure. Requests for flight time shall be in a form
                      whether written or oral, mutually convenient to, and
                      agreed upon by the parties. In addition to the proposed
                      schedules and flight times Lessee shall provide at least
                      the following information for each proposed flight at some
                      time prior to scheduled departure as required by the
                      Lessor or Lessor's flight crew:

                      (a)     proposed departure point;

                      (b)     destination;

                      (c)     date and time of flight;

                      (d)     the number of anticipated passengers;

                      (e)     the nature and extent of luggage and/or cargo to
                              be carried

                      (f)     the date and time of return flight, if any; and

                      (g)     any other information concerning the proposed
                              flight that may be pertinent or required by Lessor
                              or Lessor's flight crew.

               5.     Lessor shall have final authority over the scheduling of
                      the Aircraft, provided, however, that Lessor will use its
                      best efforts to accommodate Lessee's needs and to avoid
                      conflicts in scheduling.

               6.     Lessor shall be solely responsible for securing
                      maintenance, preventive maintenance and required or
                      otherwise necessary inspections on the

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                              Aircraft,and shall take such requirements into
                              account in scheduling the Aircraft. No period of
                              maintenance, preventative maintenance or
                              inspection shall be delayed or postponed for the
                              purpose of scheduling the Aircraft, unless said
                              maintenance or inspection can be safely conducted
                              at a later time in compliance with all applicable
                              laws and regulations, and within the sound
                              discretion of the pilot in command. The pilot in
                              command shall have final and complete authority to
                              cancel any flight for any reason or condition
                              which in his judgment would compromise the safety
                              of the flight.

                      7.      Lessor shall employ, pay for and provide to Lessee
                              a qualified flight crew for each flight undertaken
                              under this Agreement.

                      8.      In accordance with applicable Federal Aviation
                              Regulations, the qualified flight crew provided by
                              Lessor will exercise all of its duties and
                              responsibilities in regard to the safety of each
                              flight conducted hereunder. Lessee specifically
                              agrees that the flight crew, in its sole
                              discretion, may terminate any flight, refuse to
                              commence any flight, or take other action which in
                              the considered judgment of the pilot in command is
                              necessitated by considerations of safety. No such
                              action of the pilot in command shall create or
                              support any liability for loss, injury, damage or
                              delay to Lessee or any other person. The parties
                              further agree that Lessor shall not be liable for
                              delay or failure to furnish the Aircraft and crew
                              pursuant to this Agreement when such failure is
                              caused by government regulation or

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                              authority, mechanical difficulty, war, civil
                              commotion, strikes or labor disputes, weather
                              conditions, or acts of God.

                      9.      At all times during the term of this Lease, Lessor
                              shall cause to be carried and maintained, at
                              Lessor's cost and expense, physical damage
                              insurance with respect to the Aircraft in the
                              amount set forth below:

                              Aircraft Physical Damage          $5,650,000.00
                              (No Deductible While
                              In Motion or Not in Motion)

                              At all times during the term of this Lease, Lessor
                              shall also cause to be carried and maintained, at
                              lessor's cost and expense, third party aircraft
                              liability insurance, passenger legal liability
                              insurance, property damage liability insurance,
                              and medical expense insurance in the amounts set
                              forth below:

                              Combined Liability Coverage for
                              Bodily Injury and Property Damage
                              Including Passengers -

                              Each Occurrence                   $100,000,000.00

                              Medical Expense Coverage -
                              Each Person                       $5,000.00

         Lessor shall also bear the cost of paying any deductible amount on any
policy of insurance in the event of a claim or loss.

         Any policies of insurance carried in accordance with this Lease: (i)
shall name lessee as an additional insured; and (ii) shall contain a waiver by
the underwriter thereof of any right of subrogation against Lessee. Each
liability policy shall be primary without right of contribution from any other
insurance which is carried by Lessee or Lessor and shall expressly provide that
all of the provisions thereof, except the limits of liability, shall operate in
the same manner as if there were a separate policy covering each insured.

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         Lessor shall submit this Lease for approval to the insurance carrier
for each policy of insurance on the aircraft. Lessor shall arrange for a
Certificate of Insurance evidencing appropriate coverage as to the Aircraft and
the satisfaction of the requirements set forth above to be given by its
insurance carriers to Lessor.

                      10.     Lessee warrants that:

                              (a)  It will use the Aircraft for and on account
                                   of its own business only, and will not use
                                   the Aircraft for the purpose of providing
                                   transportation of passengers or cargo in air
                                   commerce for compensation or hire;

                              (b)  It shall refrain from incurring any mechanics
                                   or other lien in connection with inspection,
                                   preventative maintenance, maintenance or
                                   storage of the Aircraft, whether permissible
                                   or impermissible under this Agreement, nor
                                   shall there by any attempt by any party
                                   hereto to convey, mortgage, assign, lease or
                                   any way alienate the Aircraft or create any
                                   kind of lien or security interest involving
                                   the Aircraft or do anything or take any
                                   action that might mature into such a lien;
                                   and

                              (c)  During the term of this Agreement, it will
                                   abide by and conform to all such laws,
                                   governmental and airport orders, rules and
                                   regulations, as shall from time to time be in
                                   effect relating in any way to the operation
                                   and use of the Aircraft by a timesharing
                                   Lessee.

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                      11.     For purposes of this Agreement, the permanent base
                              of operation of the aircraft shall be Spartanburg,
                              SC.

                      12.     Neither this Agreement nor any party's interest
                              herein shall be assignable to any other party
                              whatsoever. This Agreement shall inure to the
                              benefit of and be binding upon the parties hereto,
                              their heirs, representatives and successors.

                      13.     TRUTH IN LEASING STATEMENT

                              THE AIRCRAFT, A LEARJET 55B MODEL, MANUFACTURER'S
                      SERIAL NO. 132, CURRENTLY REGISTERED WITH THE FEDERAL
                      AVIATION ADMINISTRATION AS N242RB HAS BEEN MAINTAINED AND
                      INSPECTED UNDER FAR PART 91 DURING THE 12 MONTH PERIOD
                      PRECEDING THE DATE OF THIS LEASE.

                              THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED
                      UNDER FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER
                      THIS LEASE. DURING THE DURATION OF THIS LEASE, ESA
                      SERVICES, INC. 101 NORTH PINE STREET, SUITE 200,
                      SPARTANBURG, SOUTH CAROLINA 29302, IS CONSIDERED
                      RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER
                      THIS LEASE.

                              AN EXPLANATION OF FACTORS BEARING AN OPERATIONAL
                      CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE
                      OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT
                      OFFICE.

                              THE "INSTRUCTIONS FOR COMPLIANCE WITH TRUTH IN
                      LEASING REQUIREMENTS" ATTACHED HERETO ARE INCORPORATED
                      HEREIN BY REFERENCE.

                              I, THE UNDERSIGNED, GREGORY R. MOXLEY, AS CHIEF
                      FINANCIAL OFFICER OF ESA SERVICES, INC., 101 NORTH PINE
                      STREET, SUITE 200, SPARTANBURG, SOUTH CAROLINA 29302,
                      CERTIFY THAT IT IS RESPONSIBLE FOR OPERATIONAL CONTROL OF
                      THE AIRCRAFT AND THAT I UNDERSTAND THE RESPONSIBILITIES
                      FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION
                      REGULATIONS.

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         IN WITNESS WHEREOF, the parties have executed this Agreement.



         ESA Services, Inc.



         By: /s/ Gregory R. Moxley
            ---------------------------------     ______________________________
            Gregory R. Moxley                     Date and Time of Execution
            Chief Financial Officer



         By: /s/ William W. Webster, IV
            ---------------------------------     ______________________________
            William W. Webster, IV                Date and Time of Execution

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                        INSTRUCTIONS FOR COMPLIANCE WITH
                         "TRUTH IN LEASING" REQUIREMENTS

         1.       Mail a copy of the lease to the following address via
                  certified mail, return receipt requested, immediately upon
                  execution of the lease (14 C.F.R. 91.23 requires that the copy
                  be sent within twenty-four hours after it is signed):

                           Federal Aviation Administration
                           Aircraft Registration Branch
                           ATTN: Technical Section
                           P.O. Box 25724
                           Oklahoma City, Oklahoma 73125

         2.       Telephone the nearest Flight Standards District Office at
                  least forty-eight hours prior to the first flight under this
                  lease.

         3.       Carry a copy of the lease in the aircraft at all times.

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