<PAGE>
                                                                 EXHIBIT 10.4.5


                    SECURITY AGREEMENT AND LOCKBOX AGREEMENT

         This SECURITY AGREEMENT AND LOCKBOX AGREEMENT DATED AS OF MAY 22, 2003
AMONG LODGIAN DENVER LLC, LODGIAN NORTH MIAMI LLC, LODGIAN COCONUT GROVE LLC,
LODGIAN AUGUSTA LLC, LODGIAN FLORENCE LLC, LODGIAN FORT MITCHELL LLC, LODGIAN
LAFAYETTE LLC, LODGIAN MERRIMACK LLC, LODGIAN HAMBURG LLC, LODGIAN SYRACUSE
LLC, LODGIAN CINCINNATI LLC, LODGIAN TULSA LLC, LODGIAN JACKSON LLC, LODGIAN
MEMPHIS LLC, LODGIAN COLCHESTER LLC, LODGIAN BRIDGEPORT LLC, LODGIAN FAIRMONT
LLC, AND LODGIAN MORGANTOWN LLC, each a Delaware limited liability company,
with an address at c/o Lodgian, Inc., 3445 Peachtree Road, N.E., Suite 700,
Atlanta, Georgia 30326 ("Borrower"), LEHMAN BROTHERS HOLDINGS INC., a Delaware
corporation with an address at 399 Park Avenue, New York, New York 10022
("Lender") and TRIMONT REAL ESTATE ADVISORS, INC. (f/k/a Hatfield Philips,
Inc.), a Georgia corporation, whose address is Marquis Two Tower, Suite 2300,
285 Peachtree Center Avenue, Atlanta, Georgia 30303 ("Servicer").

                                  WITNESSETH:

         WHEREAS, Lender has this day made a loan to Borrower in the original
principal amount of $80,000,000.00 (the "Loan");

         WHEREAS, the Loan is evidenced by a certain Consolidated, Amended and
Restated Mortgage Note dated the date hereof from Borrower to Lender (as the
same may be amended, restated, extended or modified, the "Note") and a certain
Loan Agreement dated as of the date hereof between Borrower and Lender (as the
same may be amended, restated, extended or modified, the "Loan Agreement";
capitalized terms not otherwise defined herein shall have the meanings set
forth in the Loan Agreement), and is secured by, among other things, certain
mortgage, deed of trust or deed to secure debt instruments each dated as of the
date hereof from each of the entities comprising Borrower (as the same may be
amended, restated, extended or modified, collectively, the "Mortgage"; the
Note, the Loan Agreement, the Mortgage and all other documents executed by
Borrower, entities comprising Borrower and/or Lodgian, Inc., in any capacity,
in connection with the Loan, collectively, the "Loan Documents") creating a
first lien on each of the properties described on Schedule A hereto
(collectively, the "Premises");

         WHEREAS, as additional security for the Loan and for Borrower's
obligations in respect of the Loan and the Premises, Lender has required that
Borrower enter into certain continuing cash management arrangements with
Servicer, pursuant to which all revenue and proceeds generated or otherwise
received from the Premises shall be deposited by Borrower into an
interest-bearing cash collateral account to be maintained in the name of
Servicer, as Lender's agent, at such place as shall be designated by Servicer,
which account shall be pledged and assigned to Lender as additional collateral
for the


                                      -1-
<PAGE>
Loan, and from which account Servicer, as Lender's agent, shall approve any and
all disbursements, in all events in accordance with the Loan Agreement (the
"Lockbox");

         WHEREAS, as more particularly provided herein, Servicer shall make
periodic withdrawals from the Lockbox, and shall disburse portions of the sums
so withdrawn to one or more of the accounts specified in Section 5 hereof (the
"Accounts"); and

         WHEREAS, Borrower, Lender and Servicer have agreed to memorialize
their agreements regarding the Lockbox and the Accounts and Lender's rights and
interests with respect thereto, as more particularly set forth herein.

         NOW, THEREFORE, in consideration of Ten ($10.00) Dollars, the mutual
premises herein contained and other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, Borrower,
Lender and Servicer agree as follows:

         1.       THE BUDGET. Attached hereto as Exhibit A is a budget with
respect to the income and expenses of the operation of each of the properties
comprising the Premises for the current calendar year (the budget, and any
approved revisions, replacements and substitutions thereof, and any future
approved budgets for the Premises in accordance with the terms of the Loan
Agreement for periods when any sums in respect of the Loan remain outstanding,
(the "Budget").

         2.       REPORTING REQUIREMENTS. Borrower and Servicer shall
periodically share information concerning revenue and expenses such that,
within 30 days after the end of each calendar month, an operating statement for
the Premises may be produced by Borrower detailing all income and proceeds
generated or otherwise received from or in respect of any portion of the
Premises ("Gross Revenue"), and all expenses incurred in respect of the
operation of the Premises and Borrower in and for the preceding calendar month
including, without limitation, debt service payable in respect of the Loan
("Expenses"; the amount by which Gross Revenue for a particular calendar month
exceeds Expenses for such calendar month, "Net Income"). Each monthly statement
detailing Gross Revenue and Expenses shall also contain a calculation of Net
Income for the calendar month, and shall be certified by a senior financial
officer of each entity comprising Borrower (with respect to the Gross Revenue,
Expenses and Net Income of such entity) as being true, correct and complete in
all material respects. In the event of any inconsistencies between the
reporting requirements of this Section and those contained in Section 19 of the
Loan Agreement, Section 19 of the Loan Agreement shall govern.

         3.       NOTICES TO CREDIT CARD ISSUERS AND TENANTS. (a)
Simultaneously with the execution and delivery hereof, Borrower has executed
and is delivering to Lender multiple counterparts of a letter to the tenants at
the Premises in the form annexed hereto as Exhibit B (the "Tenant Letters") and
a letter to credit card issuers in the form annexed hereto as Exhibit C (the
"Credit Card Issuer Letters"), directing the tenants and credit card issuers to
make payments due Borrower payable to the account and delivered to Servicer or
its designee at the addresses set forth in the Tenant Letters and the Credit


                                      -2-
<PAGE>
Card Issuer Letters, as applicable.

         (b)      Additionally, in all invoices and other correspondence from
Borrower to tenants and credit card issuers with respect to remittances of
amounts owed to Borrower, Borrower shall instruct the tenants at the Premises
to mail all remittances to the address specified in the Tenant Letters and the
credit card issuers to mail all remittances to the address specified in the
Credit Card Issuer Letters, and Borrower shall take all further steps necessary
or desirable, in Lender's reasonable opinion, to cause such tenants and credit
card issuers to mail all remittances in accordance with the Tenant Letters and
the Credit Card Issuer Letters, as applicable. Any remittances received by
Borrower shall be mailed by Borrower, within two business days, to the address
specified in the Tenant Letters or in the Credit Card Issuer Letters, as
applicable. If at any time the location of the Lockbox or Servicer shall
change, Borrower shall send out replacement instruction notices or amendments
or supplements as Lender or Servicer shall request.

         (c)      All tenants under leases or credit card issuers under
agreements entered into after the date hereof shall be given a Tenant Letter or
a Credit Card Issuer Letter, as applicable, contemporaneously with the
execution of their leases or agreements, as applicable. The instructions to
tenants at the Premises to pay all rent and other charges as specified in the
Tenant Letters, and to the credit card issuers to remit payment as specified in
the Credit Card Issuer Letter, shall be irrevocable, except by written
direction of Lender.

         4.       DEPOSITS OF GROSS REVENUE TO THE LOCKBOX. For so long as any
sums in respect of the Loan remain outstanding, any Gross Revenue received by
Borrower shall be deposited in the accounts maintained in the name of Servicer,
as Lender's agent, in banks located in the respective vicinities of the
properties comprising the Premises (the "Local Accounts") and thereafter
transferred by Servicer for deposit into the Lockbox. Borrower, Lender and
Servicer agree that there shall be a balance of $1,000.00 maintained in each of
the Local Accounts for the term of the Loan, unless such amounts are otherwise
required to satisfy Borrower's obligations under the Loan Documents.

         5.       DISBURSEMENTS FROM THE LOCKBOX. (a) For so long as any sums
in respect of the Loan remain outstanding, Servicer, as Lender's agent, shall
have sole and exclusive dominion and control over the Lockbox, all funds held
therein and all proceeds thereof for the purposes herein provided, until
distributed in accordance with this Section. Subject to the occurrence and
continuance of an Event of Default (as such term is defined in the Loan
Agreement), on a weekly basis, or more frequently if dictated by specific
circumstances, Servicer shall withdraw the entire balance of the Lockbox for
same-day disbursement, in the following order of priority:

                           (i)      first, to fund the Tax and Insurance Escrow
                  Account in an amount required for the next succeeding
                  calendar month;

                           (ii)     next, the balance, if any, to fund the
                  Operating Expense Account in an amount required for the next
                  succeeding calendar month pursuant to the Budget (and any
                  extraordinary expenses not otherwise


                                      -3-
<PAGE>
                  contained in the Budget for which the prior written approval
                  of Lender shall have been obtained, which approval shall not
                  be unreasonably withheld); provided, that, first dollars
                  funded into the Operating Expense Account shall be applied to
                  the sublease obligations of Lodgian Colchester LLC, a
                  Borrower, under the Lease Documents as such term is defined
                  in that certain Amended and Restated Leasehold Mortgage, Deed
                  of Trust, Assignment of Leases and Rents and Security
                  Agreement dated as of the date hereof by Lodgian Colchester
                  LLC for the benefit of Lender;

                           (iii)    next, the balance, if any, to fund the
                  Interest and Principal Amortization Account, for application
                  first to interest and then to principal amortization
                  obligations, in an amount required for the next succeeding
                  calendar month;

                           (iv)     next, the balance, if any, to reimburse
                  Lender for reasonable costs and expenses in servicing the
                  Loan (including, without limitation, servicing fees);

                           (v)      next, the balance, if any, to reimburse
                  Lender for any unpaid reasonable costs and expenses incurred
                  by Lender on Borrower's behalf or in the enforcement of
                  Lender's rights hereunder with respect to any of which Lender
                  shall advise Borrower no later than ten days prior to the
                  last business day of any given month (and, to the extent any
                  such notice is given after such day, such amount shall be
                  payable in the following month);

                           (vi)     next, the balance, if any, to fund the
                  Replacement Reserve Account in an amount required for the
                  next succeeding calendar month;

                           (vii)    next, the balance, if any, to fund the
                  Capital Reserve;

                           (viii)   next, the balance, if any, to fund the Debt
                  Service Reserve;

                           (ix)     next, 75% of the balance, if any, to reduce
                  the Additional Interest and 25% of such balance, to Borrower,
                  to be used by Borrower for any purpose; and

                           (x) lastly, 75% of the remaining balance, if any, to
                  reduce the outstanding principal balance of the Loan and 25%
                  of such remaining balance to Borrower, to be used by Borrower
                  for any purpose.

         (b)      Additionally, once weekly to the extent that funds are
available in excess of amounts necessary to fund the Tax and Insurance Escrow
Account or otherwise in accordance with this Agreement and the Loan Agreement,
Servicer shall withdraw funds from the Lockbox Account for same-day
disbursement to satisfy Borrower's obligations under the Loan Agreement to fund
the Operating Expense Account in accordance with the Budget to the extent that
such account requires replenishment in accordance with the Budget. Anything
herein to the contrary notwithstanding, if funds on deposit in the


                                      -4-
<PAGE>
Lockbox Account are insufficient to fully fund: (i) the Interest and Principal
Amortization Account, when payments of interest and principal amortization are
due under the Note and Loan Agreement, Servicer shall disburse funds from the
Debt Service Reserve to fund such Account to the extent of such shortfall or
(ii) the Tax and Insurance Escrow Account, the Operating Expense Account to pay
operating expenses in accordance with the Budget or as otherwise agreed to by
Lender pursuant to the Loan Documents, and/or the Replacement Reserve Account,
Servicer shall disburse funds from the Capital Reserve to fund such Account to
the extent of such shortfall. In addition, in any month, Borrower may request
an additional disbursement of funds from the Lockbox Account to fund the
Operating Expense Account for unanticipated increases in operating expenses,
which request shall be accompanied by supporting documentation reasonably
required by Lender and which disbursement shall be subject to Lender's prior
approval not to be unreasonably withheld, delayed or conditioned.

         6.       USE OF FUNDS IN TAX AND INSURANCE ESCROW ACCOUNT. For so long
as any sums remain outstanding in respect of the Loan, Servicer, as Lender's
agent, shall have sole and exclusive dominion and control over the Tax and
Insurance Escrow Account, all funds held therein and all proceeds thereof, for
the sole purposes of: (a) paying, as and when due, the Taxes, Other Charges and
Insurance Premiums; and (b) further securing Borrower's obligations under and
in respect of the Loan. Borrower hereby authorizes and directs Servicer to
remit payment from the Tax and Insurance Escrow Account, in respect of Taxes
and Other Charges, as and when due and payable, and otherwise in accordance
with the Loan Agreement and the Budget. Servicer shall reimburse Borrower from
the Tax and Insurance Escrow Account for Insurance Premiums within 5 business
days following Servicer's receipt of a copy of the invoice for such Insurance
Premiums and the check issued by or on behalf of Borrower in payment thereof.

         7.       USE OF FUNDS IN INTEREST AND PRINCIPAL AMORTIZATION ACCOUNT.
For so long as any sums remain outstanding in respect of the Loan, Servicer, as
Lender's agent, shall have sole and exclusive dominion and control over the
Interest and Principal Amortization Account, all funds held therein and all
proceeds thereof for the sole purposes of: (a) making regular and periodic
monthly interest payments on the outstanding principal balance of the Loan; and
(b) of further securing Borrower's obligations under and in respect of the
Loan. Borrower hereby authorizes and directs Servicer to remit payment from the
Interest and Principal Amortization Account, in respect of principal and
interest due under the Note, as and when due and payable, and otherwise in
accordance with the Loan Documents.

         8.       USE OF FUNDS IN CAPITAL RESERVE. For so long as any sums
remain outstanding in respect of the Loan, Servicer, as Lender's agent, shall
have sole and exclusive dominion and control over the Capital Reserve, all
funds held therein and all proceeds thereof for the sole purposes of: (a)
making payments due under Section 5(a)(i), (ii) and (vi) hereof (and the
corresponding provisions of the Loan Agreement) from time to time to the extent
funds derived from the operation of the Mortgaged Property are insufficient
therefor; and (b) of further securing Borrower's obligations under and in
respect of the Loan. Borrower hereby authorizes and directs Servicer to remit
payment


                                      -5-
<PAGE>
from the Capital Reserve, in respect of payments to be made under Section
5(a)(i), (ii) and (vi), as and when due and payable, and otherwise in
accordance with the Loan Documents.

         9.       USE OF FUNDS IN DEBT SERVICE RESERVE. For so long as any sums
remain outstanding in respect of the Loan, Servicer, as Lender's agent, shall
have sole and exclusive dominion and control over the Debt Service Reserve, all
funds held therein and all proceeds thereof for the sole purposes of: (a)
making payments due under Section 5(a)(iii) and (iv) hereof (and the
corresponding provisions of the Loan Agreement) from time to time to the extent
funds derived from the operation of the Mortgaged Property are insufficient
therefor; and (b) of further securing Borrower's obligations under and in
respect of the Loan. Borrower hereby authorizes and directs Servicer to remit
payment from the Debt Service Reserve, in respect of principal and interest due
under the Note, as and when due and payable, and otherwise in accordance with
the Loan Documents.

         10.      USE OF FUNDS IN OPERATING EXPENSE ACCOUNT. Borrower shall
have sole and exclusive dominion and control over the Operating Expense
Account, all funds held therein and all proceeds thereof for the sole purpose
of paying, or causing to be paid, Expenses as and when due and payable, and
otherwise in accordance with the Loan Agreement and the Budget.

         11.      USE OF FUNDS IN REPAIR ESCROW ACCOUNT. For so long as any
sums remain outstanding in respect of the Loan, Servicer, as Lender's agent,
shall have sole and exclusive dominion and control over the Repair Escrow
Account, all funds held therein and all proceeds thereof, for the sole
purposes: (a) set forth in the Loan Agreement and the Repair Escrow Agreement;
and (b) of further securing Borrower's obligations under and in respect of the
Loan.

         12.      USE OF FUNDS IN REPLACEMENT RESERVE ACCOUNT. For so long as
any sums remain outstanding in respect of the Loan, Servicer, as Lender's
agent, shall have sole and exclusive dominion and control over the Replacement
Reserve Account, all funds held therein and all proceeds thereof, for the sole
purposes: (a) set forth in the Loan Agreement and the Replacement Reserve
Agreement; and (b) of further securing Borrower's obligations under and in
respect of the Loan.

         13.      SECURITY INTEREST. Borrower hereby pledges, assigns and
grants to Lender a lien and security interest in and to all of its right, title
and interest in and to all funds held in the Lockbox and the Accounts from time
to time and all proceeds thereof. Borrower agrees to execute and deliver on
demand any and all documentation requested by Lender to further evidence or
perfect such assignment. Borrower hereby irrevocably constitutes and appoints
Lender as its attorney-in-fact, with full power of substitution and transfer,
to execute and deliver any and all such documentation. The power of attorney
hereby granted shall be coupled with an interest and irrevocable. This
Agreement shall constitute a Security Agreement under the Uniform Commercial
Code as enacted in the State of New York.

         14.      REMEDIES NOT EXCLUSIVE. The rights and remedies herein
conferred upon


                                      -6-
<PAGE>
or reserved to Lender are not intended to be exclusive of any other right or
remedy which Lender may be entitled to exercise against Borrower, and each and
every such right and remedy shall be cumulative, and shall be in addition to
every other right or remedy now or hereafter existing under the Loan Documents,
at law or in equity. No delay or omission of Lender to exercise any right or
power it may have shall impair such right or power, or shall be construed to be
a waiver of such right or power. The resort to any remedy hereunder shall not
prevent the concurrent or subsequent exercise of any other appropriate remedy
Lender may have.

         15.      POWER OF ATTORNEY. Borrower hereby irrevocably constitutes
and appoints Servicer, as Lender's agent, as its attorney-in-fact, with full
power of substitution and transfer, to demand and receive any and all proceeds
of the Lockbox and the Accounts. The power of attorney hereby granted shall be
coupled with an interest and irrevocable.

         16.      GOVERNING LAW. This Agreement shall be governed and construed
in accordance with the laws of the State of New York, without regard for
conflicts of laws principles or otherwise.

         17.      SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon,
and shall inure to the benefit of, the parties' respective successors and
assigns.

         18.      AMENDMENTS IN WRITING. This Agreement, and any provisions
hereof, may not be modified, amended, waived, extended, changed, discharged or
terminated orally or by any act or failure to act on the part of Borrower or
Lender, but only by an agreement in writing signed by the party against whom
enforcement of any modification, amendment, waiver, extension, change,
discharge or termination is sought.

         19.      TERMINATION. This Agreement shall terminate and be of no
further force or effect upon the payment in full of all sums due under the
Note. Upon termination of this Agreement, Lender shall, upon Borrower's
request, execute revocations of the Tenant Letters and the Credit Card Issuer
Letters.

         20.      WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, BORROWER AND LENDER EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY
ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO
THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE
NOTE, THE MORTGAGE, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM,
COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF
RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND
LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE
AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER AND
BORROWER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY
PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.


                                      -7-
<PAGE>
         21.      JOINT AND SEVERAL LIABILITY. The liability for Borrower's
obligations hereunder shall be and constitute the joint and several liability
of the constituent parties comprising Borrower, without regard to whether or
not any particular unfulfilled obligations relate exclusively to any one
property or several properties of the Premises. Any references herein to
"Borrower" shall be deemed to refer to all of the constituent parties
comprising Borrower, jointly and severally, or to such of the constituent
parties as the context may require when referring to one or more properties of
the Premises.

         22.      LIMITATION ON RECOURSE. Anything herein to the contrary
notwithstanding, Lender's recourse upon the occurrence of a default which
continues beyond applicable notice and cure periods, if any, is limited
pursuant to the express provisions of the Note, as though such provisions were
set forth in their entirety herein.

         23.      COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each such duplicate original shall be deemed to be an
original.


                                      -8-
<PAGE>
         IN WITNESS WHEREOF, Borrower, Lender and Servicer have executed this
Agreement as of the day and year first above written.


                                    LODGIAN DENVER LLC
                                    LODGIAN NORTH MIAMI LLC

                                    LODGIAN COCONUT GROVE LLC
                                    LODGIAN AUGUSTA LLC
                                    LODGIAN FLORENCE LLC
                                    LODGIAN FORT MITCHELL LLC
                                    LODGIAN LAFAYETTE LLC
                                    LODGIAN MERRIMACK LLC
                                    LODGIAN HAMBURG LLC
                                    LODGIAN SYRACUSE LLC
                                    LODGIAN CINCINNATI LLC
                                    LODGIAN TULSA LLC
                                    LODGIAN JACKSON LLC
                                    LODGIAN MEMPHIS LLC
                                    LODGIAN COLCHESTER LLC
                                    LODGIAN BRIDGEPORT LLC
                                    LODGIAN FAIRMONT LLC
                                    LODGIAN MORGANTOWN LLC


                                    By: /s/ Daniel E. Ellis
                                        ---------------------------------------
                                        Name: Daniel E. Ellis
                                        Authorized Signatory/Vice President
                                        and Secretary


                                    LEHMAN BROTHERS HOLDINGS INC.


                                    By: /s/ Joseph J. Flannery
                                        ---------------------------------------
                                        Name: Joseph J. Flannery
                                        Authorized Signatory


                                    TRIMONT REAL ESTATE ADVISORS, INC.


                                    By:
                                        ---------------------------------------
                                        Name:
                                        Title:


                                      -9-
<PAGE>
                                   SCHEDULE A

                                 The Properties


<TABLE>
<S>                                   <C>                                <C>
Marriott Hotel - 238                  Courtyard - 90                     Fairfield Inn - 105
#0707 D1A                             #1515 LAF                          #4205 JTN
16455 East 40th Circle                214 E. Kaliste Saloom Rd.          535 Wiley Parker Rd.
Aurora, CO 80011                      Lafavette, LA 70508                Jackson, TN 38305

Mayfair House - 179                   Fairfield Inn- 116                 Holiday Inn Sycamore - 173
#1178 MAY                             #2828 MMK                          #4242 MH1
3000 Florida Ave.                     4 Amherst Rd                       6101 Shelby Oaks Dr.
Miami, FL 33131                       Merrimack, NH 03054                Memphis, TN 38134

Holiday Inn N. Miami - 98             Holiday Inn- 130                   Fairfield Inn - 117
#1183 MHJ                             #3398 HAM                          #4545 BVT
12210 Biscayne Blvd.                  5440 Camp Rd.                      84 South Park Drive
Miami, FL 33181                       Hamburg, NY 14075                  Colchester, VT 05446

Fairfield Inn - 117                   Holiday Inn - 152                  Holiday Inn - 159
#1265 AUG                             #3348 SYR                          #4899 CWV
201 Boy Scout Rd.                     100 Farrell Rd.                    100 LodgeviIle Rd.
Augusta, GA 30909                     Syracuse, NY 13209                 Clarksburg, WV 26330

Holiday Inn - 105                     Holiday Inn Downtown - 243         Holiday Inn - 106
#2050 FHI                             #3535 CND                          #4800 FWV
8050 Holiday Place                    800 West 8th St.                   1-79 and Old Grafton Rd.
Florence, KY 41042                    Cincinnati, OH 45203               Fairmont, WV 26554

Holiday Inn - 214                     Courtyard - 122                    Holiday Inn - 147
#2020 CNS                             #3636 TUL                          #4848 MWV
2100 Dixie Hwy                        3340 South 79th East Ave.          1400 Saratoga Ave.
Ft. Mitchell, KY 41011                Tulsa, OK 74145                    Morgantown, WV 26505
</TABLE>


                                     -10-
<PAGE>
                                   EXHIBIT A

                                     Budget


                                     -11-
<PAGE>
                                   EXHIBIT B

                             Form of Tenant Letter


                             [___________________]
                             [___________________]
                             [___________________]


                                 May [_], 2003


[___________________]

Dear Tenant:

         To facilitate the processing of income and expenses, you are hereby
directed to remit all payments, as and when they become due under your lease,
to the following address:

                             [___________________]
                             [___________________]
                             [___________________]

         Payment of rent in accordance with this letter shall constitute
payment as required under your lease. To ensure proper credit, checks should be
made payable to:

                    ---------------------------------------

         All payments should be mailed to the address stated above, on or
before the due dates provided in your lease. This payment direction is
irrevocable except by notice from the payee named above.


                                    Very truly yours,


                                    By:
                                        ---------------------------------------
                                        Name:
                                        Title:


                                     -12-
<PAGE>
                                   EXHIBIT C

                       Form of Credit Card Issuer Letter


                             [___________________]
                             [___________________]
                             [___________________]


                                 May [_], 2003


[___________________]

Dear ________________:

         To facilitate the processing of revenues and expenses, you are hereby
directed to remit all payments, as and when they become due, to the following
address:

                               -----------------

                               -----------------

                               -----------------

                               -----------------


         Payments in accordance with this letter shall constitute payment as
required under your credit card remittance arrangements with [Borrower]. To
ensure proper credit, payment should be made payable to
______________________________, and should be mailed to the address stated
above, on or before the due dates. This payment direction is irrevocable except
by notice from the payee named above.


                                    Very truly yours,


                                    By:
                                        ---------------------------------------
                                        Name:
                                        Title: