San Diego, CA---Oct. 24, 1997--Atlas Hotels Inc.,  operators of the Town and Country Resort Hotel in San Diego's Mission Valley area, and Hotel Managers Group, a San Diego-based hotel  management company, have agreed to merge forces and establish a new  company to be called Atlas Hotel Management L.L.C. (AHM).

The joint announcement was made by C. Terry Brown, chief executive  Officer of Atlas Hotels, and Hotel Managers Group's two principals,  C.W. "Jack" Giacomini, chairman, and H. Joel Biggs, president and
CEO.

The AHM principals said their new hospitality firm will manage and  operate hotel properties as a third-party entity for independent  owners and client ownership groups.  Among the services AHM will provide are marketing and sales  management, accounting, human resources, risk management, food and  beverage management, design and construction supervision, franchise  compliance, quality control and financial management.

 "I'm very excited about being part of future management  opportunities that will be available in the ever-expanding  hospitality industry,"  Brown said.  Giacomini said AHM will focus on multi-sized, full-service hotels.  "Both primary and secondary market locations will be considered  along with various hotel types depending on market conditions,"   Giacomini said.

Biggs said AHM will fill a need for entrepreneurial, hands-on  management that exists in today's hotel business environment.  "We will offer professional hotel management disciplines, including  highly developed marketing, management and operating skills, that will achieve top levels of quality, service, guest satisfaction and
profits to hotels located throughout the United States and selected  foreign countries," Biggs said.

AHM's three principals have extensive hands-on management and entrepreneurial experience in the hospitality industry.

Brown, a San Diego native, grew up in the hotel industry.  His  father, the late Charles H. Brown, opened in 1953 the Town & Country Hotel in Mission Valley with 46 rooms.  Today, the 39-acre Town and  Country, with 1,000 rooms and 165,000 square feet of convention and  meeting space, acts as the regional convention center for Mission  Valley.

Giacomini, previously with Hilton Hotels Corp., served as general  sales manager and general manager at the Town & Country and in numerous executive management positions with Atlas Hotels from 1971 to 1984, including vice president of operations for Atlas' portfolio of 11 properties at the time.  During Giacomini's tenure with Brown,  Atlas grew with properties stretching from the tip of Baja California to the Canadian border.  He left Atlas in 1984 and founded Santa Fe  Management Group.

Biggs worked for 20 years in hotel management, including several  positions with Atlas Hotels, before founding the Biggs Hotel Group in 1981.  In 1989, he joined Giacomini at Santa Fe.

Santa Fe Management Group managed more than 50 hotels of all sizes, brands and market segments from 1985 to 1996.  The company focused on turning around unprofitable properties, repositioning troubled  properties and reducing costs while improving customer service and  profitability.  In January 1997, Giacomini and Biggs formed Hotel  Managers Group after departing Santa Fe.

The offices for the new AHM will be located at the Town and Country  Resort Hotel, 500 Hotel Circle North, San Diego.  AHM's phone number  will be 619/908-5001.