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                                                                 EXHIBIT 10.23.2

                        FORM OF PROMISSORY NOTE

$______                                                           JUNE ___, 2004

      FOR VALUE RECEIVED, the undersigned, having an address at c/o Lodgian,
3445 Peachtree Road NE, Suite 700, Atlanta, Georgia 30326 (the "Borrower"),
promises to pay to the order of MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware
corporation (together with its successors and assigns, "Lender"), having an
address at Four World Financial Center, New York, New York 10080, or such other
place as Lender may designate in writing, the principal sum of ________________
_________________, with interest on the unpaid principal balance from the
date of this Note, until paid, at the Interest Rate (as hereinafter defined) in
effect from time to time hereunder. This Promissory Note may be referred to
herein as the "Note," and the loan evidenced hereby may be referred to herein as
the "Loan."

      PAYMENTS OF PRINCIPAL AND INTEREST. The Borrower shall make a payment on
the date hereof to Lender of interest only on the outstanding principal balance
of this Note at the Interest Rate (hereinafter defined), from the date hereof
through and including the last day of the calendar month in which this Note is
executed. Commencing on August 1, 2004 (the "First Payment Date") and on the
first (1st) day of each calendar month (each, a "Payment Date") thereafter to
and including the Maturity Date (hereinafter defined), the Borrower shall make
payments to Lender of interest and principal in monthly installments in the
amounts set forth on Schedule 1 attached hereto and made a part hereof (the
"Monthly Debt Service Payment Amounts"). The entire outstanding principal
balance of the Loan, all accrued and unpaid interest thereon and all other
amounts due hereunder and under the other Loan Documents (collectively the
"Debt") if not sooner paid, shall be due and payable on July 1, 2009 (the
"Maturity Date").

      Interest on the principal sum of this Note shall be calculated on the
basis of a 360 day year, and shall be charged for the actual number of days
elapsed during any month or other accrual period. Interest on this Note shall be
payable in arrears.

      DEFINITIONS. The term "Interest Rate" as used in this Note shall have the
meaning set forth in Section 2.2 of the Loan Agreement (hereinafter defined).

      SECURITY; LOAN DOCUMENTS. This Note is being executed and delivered
pursuant to that certain Mezzanine Loan Agreement, dated as of the date hereof
(the "Loan Agreement"), between the Borrower and Lender and is secured by, among
other things, that certain Pledge and Security Agreement, dated as of the date
hereof (the "Security Instrument"), executed by the Borrower with respect to the
LLC Interests, the LP Interests and the Stock Interests (as such terms are
defined in the Security Instrument). This Note, the Loan Agreement, the Security
Instrument, and all other documents or instruments given by the Borrower or any
guarantor and accepted by Lender for purposes of evidencing, securing,
perfecting, or guaranteeing the indebtedness evidenced by this Note may be
referred to as the "Loan Documents." Capitalized terms used but not otherwise
defined herein shall have the respective meanings given thereto in the Loan
Agreement.

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      PREPAYMENT; PREPAYMENT CONSIDERATION. The Borrower may not prepay this
Note in whole or in part at any time except as expressly provided in Section 2.6
of the Loan Agreement.

      EVENTS OF DEFAULT; ACCELERATION. Upon and at any time following the
occurrence of any Event of Default, then at the option of Lender and without
notice, the entire principal amount and all interest accrued and outstanding
hereunder and all other amounts outstanding under any of the Loan Documents
shall at once become due and payable, and Lender may exercise any and all of its
rights and remedies under any of the Loan Documents or pursuant to applicable
law. Lender may so accelerate such obligations and exercise such remedies at any
time after the occurrence of any Event of Default, regardless of any prior
forbearance.

      LATE CHARGES; DEFAULT INTEREST. If an Event of Default relating to
non-payment of any principal, interest or other sums due under this Note or
under any of the other Loan Documents shall occur, then the Borrower shall pay
to Lender, in addition to all sums otherwise due and payable, a late fee in an
amount equal to five percent (5.0%) of such principal, interest or other sums
due hereunder or under any other Loan Document (or, in the case of a partial
payment, the unpaid portion thereof), such late charge to be immediately due and
payable without demand by Lender.

      Upon the occurrence and during the continuance of an Event of Default and
in any event from and after the Maturity Date of the Loan, the outstanding
principal balance of this Note shall bear interest until paid in full at a rate
per annum (the "Default Rate") equal to the sum of (i) four percent (4.0%) and
(ii) the Interest Rate otherwise applicable under this Note.

      The Borrower agrees that such late charges and Default Rate of interest
are reasonable and do not constitute a penalty.

      LAWFUL INTEREST. Notwithstanding any provision to the contrary contained
in this Note, the Loan Agreement or the other Loan Documents, the Borrower shall
not be required to pay, and Lender shall not be permitted to collect, any amount
of interest in excess of the maximum amount of interest permitted by law
("Excess Interest"). If any Excess Interest is provided for or determined by a
court of competent jurisdiction to have been provided for in this Note, the Loan
Agreement or in any of the other Loan Documents, then in such event: (1) the
provisions of this subsection shall govern and control; (2) the Borrower shall
not be obligated to pay any Excess Interest; (3) any Excess Interest that Lender
may have received hereunder shall be, at Lender's option, (a) applied as a
credit against either or both of the outstanding principal balance of the Loan
or accrued and unpaid interest thereunder (not to exceed the maximum amount
permitted by law), (b) refunded to the payor thereof, or (c) any combination of
the foregoing; (4) the interest rate(s) provided for herein shall be
automatically reduced to the maximum lawful rate allowed from time to time under
applicable law (the "Maximum Rate"), and this Note, the Loan Agreement and the
other Loan Documents shall be deemed to have been and shall be, reformed and
modified to reflect such reduction; and (5) the Borrower shall not have any
action against Lender for any damages arising out of the payment or collection
of any Excess Interest. Notwithstanding the foregoing, if for any period of time
interest on any

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Obligation is calculated at the Maximum Rate rather than the applicable rate
under this Note or the Loan Agreement, and thereafter such applicable rate
becomes less than the Maximum Rate, the rate of interest payable on such
Obligations shall, to the extent permitted by law, remain at the Maximum Rate
until Lender shall have received or accrued the amount of interest which Lender
would have received or accrued during such period on Obligations had the rate of
interest not been limited to the Maximum Rate during such period. If the Default
Rate shall be finally determined to be unlawful, then the applicable Interest
Rate shall be applicable during any time when the Default Rate would have been
applicable hereunder, provided however that if the Maximum Rate is greater or
lesser than the applicable Interest Rate, then the foregoing provisions of this
paragraph shall apply.

      CERTAIN RIGHTS AND WAIVERS. From time to time, without affecting the
obligations of the Borrower or its successors or assigns to pay the outstanding
principal balance of this Note, interest thereon and other amounts due hereunder
and to observe the covenants contained herein, in the Loan Agreement, the
Security Instrument or in any other Loan Document, without affecting the
guaranty of any person or entity for payment of the outstanding principal
balance of this Note, without giving notice to or obtaining the consent of the
Borrower or its successors or assigns or any guarantors or indemnitor, and
without liability on the part of Lender, Lender may, at its option, extend the
time for payment of the outstanding principal balance of this Note or any part
thereof, reduce the payments thereon, release anyone liable for payment of all
or a portion of said indebtedness, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given hereof, take or
release other or additional security, and agree in writing with the undersigned
to modify the rate of interest or period of amortization of this Note or change
the amount of the monthly installments payable hereunder.

      Presentment, notice of dishonor, and protest are hereby waived by the
Borrower and all makers, sureties, guarantors and endorsers hereof. This Note
shall be binding upon the Borrower and its successors and assigns.

      THE BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THIS NOTE, THE
INSTRUMENTS, ANY OTHER LOAN DOCUMENT, ANY OTHER AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.

      ASSIGNMENT AND TRANSFER OF NOTE. Subject to the provisions of the Loan
Agreement, Lender shall have the right to assign or transfer, in whole or in
part (including the right to grant participation interests in) any or all of its
obligations under this Note, the Loan Agreement, the Security Instrument and any
or all of the other Loan Documents. Lender shall be released of any obligations
to the extent that the same are so assigned or transferred, and the rights and
obligations of "Lender" hereunder shall become the rights and obligations of the
transferee holder.

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      LIMITATION ON RECOURSE. Lender's rights of recourse for the obligations of
the Borrower hereunder are limited in accordance with Article XII of the Loan
Agreement. This provision shall not limit any rights of Lender under the
Guaranty of Recourse Obligations or the Environmental Indemnity, each dated as
of the date hereof.

      ATTORNEYS' FEES, COSTS OF COLLECTION. The Borrower shall pay to Lender on
demand all out-of-pocket costs and expenses, including reasonable attorneys'
fees and expenses, incurred by Lender in collecting the indebtedness arising
hereunder or under any other Loan Documents or secured thereby or otherwise
exercising any rights or remedies of Lender hereunder or thereunder or at law or
in equity or enforcing the obligations of any parties hereto or thereto, or as a
consequence of any breach or default by the Borrower or any guarantor hereunder
or thereunder, or otherwise as a consequence of any right evidenced or secured
by this Note or the Loan Documents. Without limitation, such costs and expenses
to be reimbursed by the Borrower shall include reasonable attorneys' fees and
expenses incurred in any bankruptcy case or proceeding and in any appeal.

      APPLICABLE LAW. This Note shall be governed by and construed in accordance
with the laws of the State of New York and applicable federal law.

      TIME OF ESSENCE. Time shall be of the essence as to all of the terms,
covenants and conditions of this Note. If the due date of any payment due
hereunder or under any of the other Loan Documents shall fall on a day other
than a Business Day, the Borrower shall be required to make such payment on the
next succeeding Business Day.

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      IN WITNESS WHEREOF, the undersigned has executed this Promissory Note as
of the date first written above.

                                    BORROWER:

                                    LODGIAN MEZZANINE FIXED, LLC,
                                    a Delaware limited liability company

                                    By: _______________________
                                        Name: Daniel E. Ellis
                                        Title: Vice President and Secretary

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                                   SCHEDULE 1

                      MONTHLY DEBT SERVICE PAYMENT AMOUNTS