EXTENDED STAY AMERICA INC
AGREEMENT BETWEEN ESA AND GEORGE DEAN JOHNSON, JR.
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AGREEMENT BETWEEN ESA AND GEORGE DEAN JOHNSON, JR.
<TEXT>

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                                                                   EXHIBIT 10.18

                            TIME SHARING AGREEMENT

     This Agreement is made, effective as of November 6, 2000, by and between
ESA Services, Inc., a corporation organized under the laws of the State of
Delaware, with principal offices at 450 East Las Olas Blvd., Ft. Lauderdale, FL
33301 (hereinafter referred to as "Lessor"), and GEORGE DEAN JOHNSON, JR., with
principal offices at 961 East Main Street, Spartanburg, SC 29302 (hereinafter
referred to as "Lessee");

                                   RECITALS

     WHEREAS, Lessor is the owner of that certain civil Aircraft bearing the
United States Registration Number N333GJ ("the Aircraft" or "Aircraft"), a 1985
Canadair Challenger Model CL-600-2A12, Manufacturer's Serial Number 3042;

     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 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

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          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 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

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          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
          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    $12,900,000.00
          (No Deductible While
          In Motion or Not in Motion)

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          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.

     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;

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          (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 be 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.

     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.

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     13.  TRUTH IN LEASING STATEMENT

     THE AIRCRAFT, A 1985 Canadair Challenger Model CL-600-2A12, MANUFACTURER'S
SERIAL NO. 3042, CURRENTLY REGISTERED WITH THE FEDERAL AVIATION ADMINISTRATION
AS N333GJ, 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., 450 EAST LAS OLAS BLVD., SUITE 1100, FORT LAUDERDALE,
FLORIDA 33301, IS CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT
UNDER THIS LEASE.

     AN EXPLANATION OF FACTORS BEARING ON 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., 450 EAST LAS OLAS BLVD., SUITE 1100, FORT LAUDERDALE, FLORIDA
33301 CERTIFY THAT IT IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT AND
THAT I UNDERSTAND THE RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL
AVIATION REGULATIONS.

     IN WITNESS WHEREOF, the parties have executed this Agreement.

ESA Services, Inc.

By: /s/ Gregory R. Moxley
   ---------------------------------------------
   Gregory R. Moxley, Chief Financial Officer

By: /s/ George Dean Johnson, Jr.
   ---------------------------------------------
   George Dean Johnson, Jr.

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