�Best continues to exceed our expectations,� said Mike Leven, president and CEO of USFS, �and we�re thrilled at the response we have received from both new and previous franchisees. 
In addition, the fourth quarter of 1998 set a record in franchise sales for Best with 26 executed franchise agreements.� 

The 50th Best Inns & Suites in Baltimore 

Located at 5701 Baltimore National Pike in historic Baltimore, Md., the 50th Best Inns & Suites is owned and managed by Ramji-Kripa, Inc.  The 145-room property offers single, double and suite accommodations and cable television with ESPN, CNN and free HBO, an outdoor pool, indoor heated whirlpool, guest laundry, and meeting and banquet facilities.  It is within 10 miles of such local attractions as Oriole Park, Inner Harbor, John Hopkins University, Raven Stadium and downtown Baltimore.  It is the third Best Inns & Suites to open in Maryland. 
 
Meyer Motels, Ltd./U.S. Franchise Systems Alliance

�Our agreement with Meyer Motels is an important step in our strategy to expand the Best brand through alliances with respected industry leaders.  Meyer Motels� reputation for top quality operating standards makes them an ideal partner for growing Best Inns & Suites in the western U.S.,� said Leven. 

With the agreement, Meyer Motels will convert 13 of its hotels throughout northern California, Oregon and Nevada to Best Inns.  The first to be converted this Spring are located in Reno and Carlin, Nevada, and in Redding, Red Bluff, Oroville and Weed, California. 

According to Dede Meyer Silberman, chief executive officer of Meyer Motels, �Once we decided that a franchise was the way to go, we wanted to find a franchisor who would be as 
understanding of our needs as we are of theirs.  The team at U.S. Franchise Systems is  competent and easy to work with.  They always seem to try to see things from our point of view. It is gratifying that the hotel operator � the person on the front line � finally has some input.�  Under the terms of the agreement, Ms. Silberman will become a member of Best Inns� Franchise Advisory Council and serve as chairperson of the Best Inns Standards Committee. 

Herbert F. R. (Bert) Meyer Jr., president of Meyer Motels, said, �We believe that in this business, what goes around, comes around.  USFS has treated us fairly and honestly.  Dede and I think that Best Inns & Suites is a great brand for us to grow in the West and best serve our customers� needs.�

About Meyer Motels, Ltd.

Meyer Motels, Ltd. is a family-owned business established by Herbert and Frances Lengfeld Meyer in 1948, when they purchased a small motor court with one hotel in Red Bluff, Calif.    Now with more than 2,500 rooms throughout northern California, Oregon and Nevada, Meyer Motels is owned and managed by daughter, Dede Meyer Silberman, and her brother, Bert Meyer.  Meyer Motels has headquarters in Albany and Redding, California.

Dede and Bert, both Certified Hotel Administrators (CHA), have worked in their family�s motel business since childhood.  Ms. Meyer Silberman formally joined the company in 1984 and has served as a Best Western Governor and a director on the board of the California Lodging  Association.  As one of a handful of women hotel company owners in the U.S., she has been refreshingly innovative in her management of a family-owned business.  Mr. Meyer joined Meyer Motels in 1978.  He is past president of the Redding Hotel and Motel Association, and is active in Rotary and in the California and Oregon Lodging Associations.  Together they form a unique family management team.

About Best Inns & Suites

Best Inns was founded in Marion, Illinois in 1970 on the premise that good service and a friendly attitude are the most important attributes of a good hotel.  Today, under its new ownership, the company still bases its customer promise on �The friendliest hotels are always Best.�  The brand has expanded from 38 hotels when USFS purchased it in April 1998, to 223 hotels open or in development throughout the Mid-Atlantic, New England, Southwest and Western regions.  For reservations, call 800-BEST INN (237-8466) toll-free, or visit www.bestinn.com on the web.

About U.S. Franchise Systems

Atlanta-based U.S. Franchise Systems was founded in 1995 by Mike Leven, a 38-year veteran of the lodging industry, and Neal Aronson, former principal of a leading New York investment firm.  In addition to Best Inns & Suites, USFS owns and franchises Microtel Inn & Suites, the chain of all newly-constructed, budget hotels, and Hawthorn Suites, the upscale extended-stay chain.  According to a recent study by Lodging Econometrics, a subsidiary of National Hotel Realty, Microtel has the largest number of hotels in development among all hotel chains, and Hawthorn has the largest number of hotels in its pipeline among extended stay brands.  USFS also offers hotel management services to its franchisees.

Certain of the above statements are forward looking statements that involve risks and uncertainties.Actual results could differ materially as a result of a variety of factors, including competitive developments, and risk factors listed from time to time in the Company�s SEC reports.