Conner and Winters Letterhead
January 30, 1998
Mr. Donald Cassidy
Fidelity Investments, Inc.
Mail Zone N4A
82 Devonshire Street
Boston, Massachusetts 02109
Re: Jameson Inns, Inc.
Dear Mr. Cassidy:
The firm represents Jameson Inns, Inc. and that company has
authorized us to make the following commitment. We hereby confirm
to you the commitment of Jameson Inns, Inc. that any shares of
preferred stock which may be issued by it in the future shall not
have voting rights greater than one vote together per share on
matters which the holders of the preferred and the outstanding
common shares vote together as a class unless any such greater
voting rights are set forth in an amendment to the Company's
articles of incorporation which is approved by the holders of the
outstanding common stock in accordance with Georgia law.
It is our understanding that you have asked for this
commitment in connection with your vote in favor of the proposal to
be presented at the special meeting of shareholders of Jameson
Inns, Inc. scheduled for February 2, 1998 to amend the Company's
articles of incorporation to increase the number of authorized
shares of preferred stock to 10,000,000 shares. This commitment is
contingent upon the vote of the shares of common stock of Jameson
Inns, Inc. Held by Fidelity Investments, Inc. Or funds under its
management or control voting in favor of such proposal at such
meeting.
Yours very truly,
Lynood R. Moore, Jr.
LRM:pp
cc: Craig R. Kitchin
