<PAGE>
                                                                   EXHIBIT 10.6

                         EXECUTIVE EMPLOYMENT AGREEMENT

                                    BETWEEN

                                 LODGIAN, INC.

                                      AND

                               MICHAEL W. AMARAL

                                  MAY 4, 2004

<PAGE>

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement") by and between Lodgian,
Inc. (the "Company"), and Michael W. Amaral ("You" or "Your")(collectively, the
"Parties"), is entered into and effective as of the 4th day of May, 2004 (the
"Effective Date").(1)

         WHEREAS, You are currently employed as Executive Vice President and
Chief Operating Officer of the Company;

         WHEREAS, the Company desires that You continue to serve as Executive
Vice President and Chief Operating Officer of the Company, and You desire to
continue said employment;

         WHEREAS, Your position is a position of trust and responsibility with
access to Confidential Information, Trade Secrets, and information concerning
employees and customers of the Company;

         WHEREAS, the Trade Secrets and Confidential Information, and the
relationship between the Company and each of its employees and customers are
valuable assets of the Company and may not be used for any purpose other than
the Company's Business;

         WHEREAS, the Company has agreed to continue to employ You in exchange
for Your compliance with the terms of this Agreement;

         WHEREAS, the Company and You desire to express the terms and
conditions of Your continued employment in this Agreement.

         NOW, THEREFORE, the Parties agree:

         1.       Employment and Duties

                  A.       Position. The Company shall employ You as Executive
Vice President and Chief Operating Officer.

                  B.       Duties. You agree to perform all duties that are
consistent with Your position and that may otherwise be assigned to You by the
Company from time to time. The Company may increase or decrease Your duties in
its discretion.

                  C.       Reporting. You shall report directly to the
President and Chief Executive Officer of the Company or any other executive
designated by the Chief Executive Officer from time to time.

                  D.       Devotion of Time. You agree to (i) devote all
necessary working time required of Your position, (ii) devote Your best efforts,
skill, and energies to promote and

--------
(1) Unless otherwise indicated, all capitalized terms used in this Agreement are
defined in the "Definitions" section attached as Exhibit A. Exhibit A is
incorporated by reference and is included in the Definition of "Agreement."

<PAGE>

advance the business and/or interests of the Company, and (iii) fully perform
Your obligations under this Agreement. During Your employment, You shall not
render services to any other entity, regardless of whether You receive
compensation, if such services shall impede Your ability to perform Your duties
for the Company. You may, however, (A) engage in community, charitable, and
educational activities, (B) manage Your personal investments, and (C) with the
prior written consent of the Company, serve on corporate boards or committees,
provided that such activities do not conflict or interfere with the performance
of Your obligations under this Agreement or conflict with the interests of the
Company.

                  E.       Company Policies. You agree to comply with the
policies and procedures of the Company as may be adopted and changed from time
to time, including those described in the Company's employee handbook. If this
Agreement conflicts with such policies or procedures, this Agreement will
control.

         2.       Term. The term of this Agreement shall be for a period of two
(2) years, beginning on the Effective Date and ending on May 4, 2006 (the
"Employment Period"). Upon expiration of the Employment Period, this Agreement
will automatically renew for a one-year period (each a "Renewal Period"),
unless either Party notifies the other Party in writing at least one hundred
eighty (180) days prior to the end of the Employment Period or the Renewal
Period that the Agreement will not be renewed (the "180-Day Notice Period"). If
this Agreement is renewed in accordance with this Section, each Renewal Period
shall be included in the definition of "Employment Period" for purposes of this
Agreement. If this Agreement is not renewed in accordance with this Section,
then (i) Your employment will terminate upon expiration of the Employment
Period, and (ii) this Agreement will no longer be in effect; provided, however,
that the restrictive covenants and all post-termination obligations contained
in this Agreement shall survive termination of this Agreement.

         3.       Compensation.

                  A.       Base Salary. During the Employment Period, the
Company will pay You an annual minimum base salary ("Base Salary") of
$260,000.00, minus applicable withholdings, in accordance with the Company's
normal payroll practices. Your Base Salary may be increased at the Company's
discretion based upon Your performance and the Company's performance. Your Base
Salary will be reviewed on an annual basis.

                  B.       Bonus. During the Employment Period, You will be
eligible to receive an annual bonus if Your performance and the Company's
performance meets certain criteria established from year to year by the
Company's Compensation Committee (the "Bonus"). The Bonus will be subject to
all applicable withholdings and will be paid within 90 days after the end of
the calendar year. Upon termination of Your employment, Your entitlement to any
Bonus payment will be governed by Section 5 below.

                  C.       Benefits Plans. During the Employment Period, You
will be eligible to participate in all benefit plans in effect for executives
and employees of the Company, subject to the terms and conditions of such
plans.


                                      -3-
<PAGE>

                  D.       Vacation. During the Employment Period, You are
entitled to four (4) weeks paid vacation each year. In addition, You shall be
entitled to personal and/or sick days in accordance with the Company policies.

         4.       Termination. This Agreement may be terminated by any of the
following events:

                  A.       The Company's non-renewal of the Employment Period;

                  B.       Mutual written agreement between You and the Company
at any time;

                  C.       Your death;

                  D.       Your disability which renders You unable to perform
the essential functions of Your job even with reasonable accommodation, as
determined by the Company in its sole discretion;

                  E.       For Cause. For Cause shall mean a termination by the
Company because of any one of the following events:

                           1.       Your willful refusal to follow the lawful
                                    direction of the CEO and/or the person to
                                    whom You report or Your material failure to
                                    perform Your duties (other than by reason
                                    of disability, as defined in Section 4D
                                    above), in either case, only after You have
                                    been given written notice by the CEO and/or
                                    the person to whom You report detailing the
                                    directives You have refused to follow or
                                    the duties You have failed to perform and
                                    at least 30 days to cure;

                           2.       Your material and willful failure to comply
                                    with Company policies as applied to Company
                                    employees, only after You have been given
                                    written notice by the CEO and/or the person
                                    to whom You report detailing the policies
                                    with which You have failed to comply and at
                                    least 30 days to cure;

                           3.       Your engaging in any of the following
                                    conduct:

                                    (i)      an act of fraud or dishonesty that
                                             materially harms the Company or
                                             its affiliates,

                                    (ii)     a felony or any violation of any
                                             federal or state securities law or
                                             Your being enjoined from violating
                                             any federal or state securities
                                             law or being determined to have
                                             violated any such law;

                                    (iii)    willful or reckless misconduct or
                                             gross negligence in connection
                                             with any property or activity of
                                             the Company and its subsidiaries
                                             and affiliates, and successors;


                                      -4-
<PAGE>

                                    (iv)     repeated and intemperate use of
                                             alcohol or illegal drugs after
                                             written notice from the CEO and/or
                                             the person to whom You report;

                                    (v)      material breach of any of Your
                                             obligations under this Agreement
                                             (other than by reason of physical
                                             or mental illness, injury, or
                                             condition), but only after You
                                             have been given written notice of
                                             the breach by the CEO and/or the
                                             person to whom You report and at
                                             least thirty (30) days to cure;

                                    (vi)     becoming barred or prohibited by
                                             the SEC from holding Your position
                                             with the Company;

                           4.       Your resignation for other than Good
                                    Reason; or

                           5.       Your non-renewal of the Employment Period.

                  F.       Your resignation for Good Reason; or

                  G.       Without Cause. Without Cause shall mean any
termination of Your employment by the Company which is not defined in
sub-sections A-F above.

         5.       Company's Post-Termination Obligations

                  A.       If this Agreement terminates for the reasons set
forth in Sections 4B or E above, then the Company will pay You all accrued but
unpaid wages, based on Your then current Base Salary, through the termination
date. The Company shall have no other obligations to You, including under this
Agreement, any Company policy, or otherwise; however, You shall continue to be
bound by Sections 7D and all other post-termination obligations to which You
are subject, including, but not limited to, the obligations contained in this
Agreement. You shall also not be entitled to any accelerated vesting of any
stock based compensation granted pursuant to the 2002 Lodgian, Inc. Stock
Incentive Plan or any other similar plan.

                  B.       If this Agreement terminates for any reason set
forth in Sections 4C, D, F, or G above, and Section 6 below does not apply,
then the Company shall (i) pay You (or Your estate if applicable) a lump sum
payment equal to the greater of: (a) Your then current Base Salary for the
remainder of the initial Employment Period or Renewal Period during which Your
employment terminates, whichever is applicable, or (b) Your then current Base
Salary for a period of twelve (12) months (the time period in the immediately
preceding sub-clause (a) or (b) to be referred to as the "Separation Pay
Period"); (ii) reimburse Your COBRA premiums under the Company's major medical
group health plan on a monthly basis for a period equal to the Separation Pay
Period; (iii) pay You a pro-rata portion of any Bonus to which You may be
entitled under Section 3B above based upon the number of days You are employed
during the calendar year in which Your employment terminates and based upon the
criteria set forth in Section 3B; and (iv) notwithstanding anything to the
contrary in any applicable stock option documents, accelerate the vesting of
any stock option(s) granted to You by the Company (the "Option(s)") so that the
Option(s) shall be immediately exercisable in full in accordance with the


                                      -5-
<PAGE>

terms and conditions of all applicable stock option documents (collectively,
the payments and benefits set forth in the preceding sub-clauses (i) - (iv) to
be referred to as the "Separation Benefits"). The Company shall have no other
obligations to You, including under this Agreement, any Company policy, or
otherwise. The Separation Benefits shall constitute full satisfaction of the
Company's obligations under this Agreement. The Company's obligation to provide
the Separation Benefits shall be conditioned upon Your satisfaction of the
following conditions (the "Separation Benefits Conditions"):

                           (i)      Execution and non-revocation of a
                                    Separation & Release Agreement in a form
                                    prepared by the Company by which You
                                    release the Company from any and all
                                    liability and claims of any kind; and

                           (ii)     Compliance with the restrictive covenants
                                    (Section 7D) and all post-termination
                                    obligations, including, but not limited,
                                    the obligations contained in this
                                    Agreement.

                  If You do not execute an effective Separation & Release
Agreement as set forth above, the Company will not provide any Separation
Benefits to You under this Section 5B. The Company's obligation to provide the
Separation Benefits set forth in this Section 5B shall terminate immediately
upon any breach by You of any post-termination obligations to which You are
subject.

                  C.       If this Agreement terminates for the reason set
forth in Section 4A above and Section 6 below does not apply, then, upon
expiration of the Employment Period or Renewal Period, as applicable, the
Company shall provide to You the Separation Benefits set forth in Section 5B
above; provided, however, that (i) the Separation Pay Period shall equal six
(6) months, and (ii) Your right to receive the Separation Benefits under this
Section 5C shall be subject to the Separation Benefits Conditions set forth in
Section 5B above. The Separation Benefits to be provided under this Section 5C
shall constitute full satisfaction of the Company's obligations under this
Agreement, any Company policy, or otherwise.

         6.       Change of Control. If, within one hundred eighty (180) days
after a Change of Control, the Company or the successor entity to the Company
notifies You pursuant to Section 2 of this Agreement that the Agreement will
not be renewed, then, at the expiration of the Employment Period or Renewal
Period, as applicable, You shall receive the Separation Benefits set forth in
Section 5B above; provided, however, that Your right to receive the Separation
Benefits shall be subject to the Separation Benefits Conditions set forth in
Section 5B above. The Separation Benefits to be provided under this Section 6
shall constitute full satisfaction of the Company's obligations under this
Agreement, any Company policy, or otherwise.

         7.       Your Post-Termination Obligations.

                  A.       Return of Materials. Upon the termination of Your
employment for any reason or upon the Company's request at any time, You will
return to the Company all of the Company's property, including, but not limited
to, keys, passcards, credit cards, customer lists, rolodexes, tapes, laptop
computer, software, computer files, marketing and sales materials, and


                                      -6-
<PAGE>

any other property, record, document or piece of equipment belonging to the
Company. You will not (i) retain any copies of the Company's property,
including any copies existing in electronic form, which are in Your possession
or control, or (ii) destroy, delete, or alter any Company property, including,
but not limited to, any laptop computer, without the Company's consent.

                  B.       Set-Off. If You have any outstanding obligations to
the Company upon the termination of Your employment for any reason, You hereby
authorize the Company to deduct any amounts owed to the Company from Your final
paycheck and/or any amounts that would otherwise be due to You, including, but
not limited to, under Section 5B or 6 above.

                  C.       Non-Disparagement. During Your employment and upon
the termination of Your employment with the Company for any reason, You will
not make any disparaging or defamatory statements, whether written or oral,
regarding the Company.

                  D.       Restrictive Covenants. You acknowledge that the
restrictions contained in this Section 7D are reasonable and necessary to
protect the legitimate business interests of the Company, and will not impair
or infringe upon Your right to work or earn a living after Your employment with
the Company ends.

                           1.       Trade Secrets and Confidential Information.
You represent and warrant that: (i) You are not subject to any legal or
contractual duty or agreement that would prevent or prohibit You from
performing the duties contemplated by this Agreement or otherwise complying
with this Agreement, and (ii) You are not in breach of any legal or contractual
duty or agreement, including any agreement concerning trade secrets or
confidential information owned by any other party.

                           You agree that You will not: (i) use, disclose, or
reverse engineer the Trade Secrets or the Confidential Information for any
purpose other than the Company's Business, except as authorized in writing by
the Company; (ii) during Your employment with the Company, use, disclose, or
reverse engineer (a) any confidential information or trade secrets of any
former employer or third party, or (b) any works of authorship developed in
whole or in part by You during any former employment or for any other party,
unless authorized in writing by the former employer or third party; or (iii)
upon Your resignation or termination (a) retain Trade Secrets or Confidential
Information, including any copies existing in any form (including electronic
form), which are in Your possession or control, or (b) destroy, delete, or
alter the Trade Secrets or Confidential Information without the Company's
written consent.

                           The obligations under this Section 7D(1) shall: (i)
with regard to the Trade Secrets, remain in effect as long as the information
constitutes a trade secret under applicable law, and (ii) with regard to the
Confidential Information, remain in effect during the Restricted Period. The
confidentiality, property, and proprietary rights protections available in this
Agreement are in addition to, and not exclusive of, any and all other rights to
which the Company is entitled under federal and state law, including, but not
limited to, rights provided under copyright laws, trade secret and confidential
information laws, and laws concerning fiduciary duties.


                                      -7-
<PAGE>

                           2.       Non-Solicitation of Customers. During the
Restricted Period, You will not, directly or indirectly, solicit any Customer
of the Company for the purpose of providing any goods or services competitive
with the Business. The restrictions set forth in this Section 7D(2) apply only
to the Customers with whom You had Contact.

                           3.       Non-Recruit of Employees. During the
Restricted Period, You will not, directly or indirectly, solicit, recruit or
induce any Employee to (a) terminate his or her employment relationship with
the Company or (b) work for any other person or entity engaged in the Business.

                           4.       Non-Competition. During the Non-Competition
Restricted Period, You will not, directly or indirectly, without Employer's
prior written consent, engage in or perform within a five (5) mile radius of
any of the Primary Locations listed in Exhibit B any of the activities which
You performed, or which are substantially similar to those which You performed,
as Executive Vice President and Chief Operating Officer of the Company;
provided, however, that any Primary Location shall no longer be considered a
Primary Location if You have not had oversight responsibilities at that
location at any time during the three (3) month period prior to termination of
Your employment. As a material term under this Agreement, You agree that You
will sign an amendment to Exhibit B if, for any reason during Your employment,
the Primary Location(s) change in any way. You agree that You will not be
entitled to any additional consideration to execute the amendment to Exhibit B.
You agree that Your refusal to sign any amendment to Exhibit B shall constitute
a material breach of this Agreement. The Parties acknowledge and agree that the
covenant set forth in this Section 7D(4) shall not apply if Your employment
terminates for the reason set forth in Section 4A above.

                  E.       Post-Employment Disclosure. During the Restricted
Period, You shall provide a copy of this Agreement to persons and/or entities
for whom You work or consult as an owner, partner, joint venturer, employee or
independent contractor.

         8.       Injunctive Relief. You agree that if You breach Section 7 of
this Agreement: (i) the Company would suffer irreparable harm; (ii) it would be
difficult to determine damages, and money damages alone would be an inadequate
remedy for the injuries suffered by the Company, and (iii) if the Company seeks
injunctive relief to enforce this Agreement, You will waive and will not (a)
assert any defense that the Company has an adequate remedy at law with respect
to the breach, (b) require that the Company submit proof of the economic value
of any Trade Secret or Confidential Information, or (c) require the Company to
post a bond or any other security. Nothing contained in this Agreement shall
limit the Company's right to any other remedies at law or in equity.

         9.       Severability. The provisions of this Agreement are severable.
If any provision is determined to be invalid, illegal, or unenforceable, in
whole or in part, the remaining provisions and any partially enforceable
provisions shall remain in full force and effect.


                                      -8-
<PAGE>

         10.      Attorneys' Fees. In the event of litigation relating to this
Agreement, the prevailing party shall be entitled to recover attorneys' fees
and costs of litigation in addition to all other remedies available at law or
in equity.

         11.      Waiver. The Company's failure to enforce any provision of
this Agreement shall not act as a waiver of that or any other provision. The
Company's waiver of any breach of this Agreement shall not act as a waiver of
any other breach.

         12.      Entire Agreement. This Agreement, including Exhibit A which
is incorporated by reference, constitutes the entire agreement between the
Parties concerning the subject matter of this Agreement. This Agreement
supersedes any prior communications, agreements or understandings, whether oral
or written, between the Parties relating to the subject matter of this
Agreement. Other than terms of this Agreement, no other representation, promise
or agreement has been made with You to cause You to sign this Agreement.

         13.      Amendments. This Agreement may not be amended or modified
except in writing signed by both Parties.

         14.      Successors and Assigns. This Agreement shall be assignable
to, and shall inure to the benefit of, the Company's successors and assigns,
including, without limitation, successors through merger, name change,
consolidation, or sale of a majority of the Company's stock or assets, and
shall be binding upon You. You shall not have the right to assign Your rights
or obligations under this Agreement. The covenants contained in Section 7D of
this Agreement shall survive cessation of Your employment with the Company,
regardless of who causes the cessation or the reason for cessation.

         15.      Governing Law. Except as set forth in Section 20 below, the
laws of the State of Georgia shall govern this Agreement. If Georgia's conflict
of law rules would apply another state's laws, the Parties agree that Georgia
law shall still govern.

         16.      No Strict Construction. If there is a dispute about the
language of this Agreement, the fact that one Party drafted the Agreement shall
not be used in its interpretation.

         17.      Notice. Whenever any notice is required, it shall be given in
writing addressed as follows:

         To Company:                Lodgian, Inc.
                                    3445 Peachtree Rd., Suite 700
                                    Atlanta, Georgia 30326
                                    Attention: General Counsel

         To Executive:              Michael W. Amaral
                                    14391 Club Circle Drive
                                    Alpharetta, Georgia 30004


                                      -9-
<PAGE>

         Notice shall be deemed given and effective three (3) days after the
deposit in the U.S. mail of a writing addressed as above and sent first class
mail, certified, return receipt requested, or when actually received. Either
Party may change the address to which notices shall be delivered or mailed by
notifying the other party of such change in accordance with this Section.

         18.      Consent to Jurisdiction and Venue. Except as set forth in
Section 20 below, You agree that any claim arising out of or relating to this
Agreement shall be (i) brought in the Superior Court of Fulton County, Georgia,
or (ii) brought in or removed to the United States District Court for the
Northern District of Georgia, Atlanta Division. You consent to the personal
jurisdiction of the courts identified above. You waive (i) any objection to
jurisdiction or venue, or (ii) any defense claiming lack of jurisdiction or
improper venue, in any action brought in such courts.

         19.      Arbitration. Except as provided below in this Section 20, all
disputes arising out of Your employment or the cessation of Your employment,
including, but not limited to, claims arising under or relating to this
Agreement, claims for breach of contract, tort, employment discrimination,
retaliation, or harassment, as well as any other statutory or common law
claims, at law or in equity, recognized under any federal, state, or local law
shall be exclusively resolved by final and binding arbitration under the
Federal Arbitration Act, 9 U.S.C. Section 1. Such claims shall be settled by
final and binding arbitration administered by the American Arbitration
Association in accordance with its National Rules for the Resolution of
Employment Disputes, and judgment on the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof. The Company will pay all
filing fees and arbitrator costs associated with such arbitration.

                  This arbitration provision shall not apply to any disputes or
claims relating to or arising out of unemployment, workers compensation, and/or
the restrictive covenants set forth in Section 7D of this Agreement, including,
but not limited to, any claims for equitable relief relating to such
restrictive covenants. Any claims relating to or arising out of Section 7D of
this Agreement shall be governed by the laws of the State of Georgia and shall
be brought in a state or federal court of competent jurisdiction in Georgia.
You consent to the personal jurisdiction of the state and/or federal courts
located in Georgia. You waive (i) any objection to jurisdiction or venue, or
(ii) any defense claiming lack of jurisdiction or improper venue, in any action
brought in such courts.

         20.      AFFIRMATION. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ
THIS AGREEMENT, YOU KNOW AND UNDERSTAND ITS TERMS AND CONDITIONS, AND YOU HAVE
HAD THE OPPORTUNITY TO ASK THE COMPANY ANY QUESTIONS YOU MAY HAVE HAD PRIOR TO
SIGNING THIS AGREEMENT.


                                     -10-
<PAGE>

         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the day and year first above written.


                                          LODGIAN, INC.




                                          By: /s/ W. Thomas Parrington
                                             -----------------------------------
                                             President & chief Executive Officer

                                          Date: May 4, 2004

                                          MICHAEL W. AMARAL




                                          /s/ Michael W. Amaral
                                          --------------------------------------

                                          Date: May 4, 2004


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<PAGE>

                                   EXHIBIT A

                                  DEFINITIONS

A.       "Business" shall mean the business of owning and operating hotels
         including, but not limited to, full-service hotels which have food and
         beverage operations and meeting spaces.

B.       "Change of Control" means (i) the sale, transfer, or other disposition
         of eighty percent (80%) or more of the Company's assets, or (ii) a
         sale of fifty percent (50%) or more of the then outstanding voting
         stock of the Company in a single transaction or a series of related
         transactions.

C.       "Confidential Information" means (a) information of the Company, to
         the extent not considered a Trade Secret under applicable law, that
         (i) relates to the business of the Company, (ii) possesses an element
         of value to the Company, (iii) is not generally known to the Company's
         competitors, and (iv) would damage the Company if disclosed, and (b)
         information of any third party provided to the Company which the
         Company is obligated to treat as confidential. Confidential
         Information includes, but is not limited to, (i) future business
         plans, (ii) the composition, description, schematic or design of
         products, future products or equipment of the Company, (iii)
         communication systems, audio systems, system designs and related
         documentation, (iv) advertising or marketing plans, (v) information
         regarding independent contractors, employees, clients and customers of
         the Company, and (vi) information concerning the Company's financial
         structure and methods and procedures of operation. Confidential
         Information shall not include any information that (i) is or becomes
         generally available to the public other than as a result of an
         unauthorized disclosure, (ii) has been independently developed and
         disclosed by others without violating this Agreement or the legal
         rights of any party, or (iii) otherwise enters the public domain
         through lawful means.

D.       "Contact" means any interaction between You and a Customer which (i)
         takes place in an effort to establish, maintain, and/or further a
         business relationship on behalf of the Company and (ii) occurs during
         the last year of Your employment with the Company (or during Your
         employment if employed less than a year).

E.       "Customer" means any person or entity to whom the Company has sold its
         products or services, or solicited to sell its products or services.

F.       "Employee" means any person who (i) is employed by the Company at the
         time Your employment with the Company ends, or (ii) is employed by the
         Company during the Restricted Period.

G.       "Good Reason" shall exist if (i) the Company, without Your written
         consent, (A) takes any action which results in the material reduction
         of Your then current duties or responsibilities, (B) reduces the
         benefits to which You are entitled on the Effective Date, unless a
         similar reduction is made for other executive employees, (C) commits a
         material breach of this Agreement, or (D) requires You to relocate
         more than fifty (50) miles from the location of the Company's offices
         on the Effective Date; (ii) You provide written


                                     -12-
<PAGE>

         notice to the Company of such action and provide the Company with
         thirty (30) days to remedy such action (the "Cure Period"), (iii) the
         Company fails to remedy such action within the Cure Period, and (iv)
         You resign within ten (10) days of the expiration of the Cure Period.
         Good Reason shall not include any isolated, insubstantial or
         inadvertent action that (i) is not taken in bad faith, and (ii) is
         remedied by the Company within the Cure Period.

H.       "Non-Competition Restricted Period" means the time period during Your
         employment with the Company, and for six (6) months after Your
         employment with the Company ends.

I.       "Restricted Period" means the time period during Your employment with
         the Company, and for two (2) years after Your employment with the
         Company ends.

J.       "Trade Secrets" means information of the Company, and its licensors,
         suppliers, clients and customers, without regard to form, including,
         but not limited to, technical or nontechnical data, a formula, a
         pattern, a compilation, a program, a device, a method, a technique, a
         drawing, a process, financial data, financial plans, product plans, or
         a list of actual or potential customers or suppliers which is not
         commonly known by or available to the public and which information (i)
         derives economic value, actual or potential, from not being generally
         known to, and not being readily ascertainable by proper means by,
         other persons who can obtain economic value from its disclosure or
         use, and (ii) is the subject of efforts that are reasonable under the
         circumstances to maintain its secrecy.


                                     -13-
<PAGE>

                                   EXHIBIT B

                               PRIMARY LOCATIONS
<TABLE>
<CAPTION>
                                     ADDRESS                   CITY         STATE      ZIP                PROPERTY NAME
                                                                                      CODE
<S>                       <C>                             <C>               <C>       <C>     <C>
ALABAMA                   4900 Hatch Boulevard            Sheffield          AL       35660   Holiday Inn Sheffield
                          3053 Ross Clark Circle          Dothan             AL       36301   Quality Inn Dothan
                          3071 Ross Clark Circle          Dothan             AL       36301   Holiday Inn Express Dothan
                          801 Cleveland Avenue            Gadsden            AL       35954   Holiday Inn Express Garden
ARIZONA                   1500 North 51st Avenue          Phoenix            AZ       85043   Holiday Inn Phoenix
                          3333 East University Drive      Phoenix            AZ       85034   Radisson Phoenix Hotel
                          4300 E. Washington              Phoenix            AZ       85034   Holiday Inn Airport Phoenix
ARKANSAS                  1001 McClain Road               Bentonville        AR       72712   Courtyard Bentonville
                          1401 S. Shackleford Road        Little Rock        AR       72211   Residence Inn Little Rock
CALIFORNIA                7675 Highway #111               Palm Desert        CA       92260   Holiday Inn Exp. Palm Desert
COLORADO                  16455 East 40th Circle          Denver             CO       80011   Marriott Hotel Denver Airport
                                                                                              Holiday Inn Frisco ( or HI Summit
                          1129 N. Summit Blvd.            Frisco             CO       80443   City)
                                                          East
CONNECTICUT               363 Roberts Street              Hartford           CT       06511   Holiday Inn East Hartford

                                                          West Palm
FLORIDA                   1601 Belvedere Road             Beach              FL       33406   Crowne Plaza West Palm Beach
                          7200 Plantation Road            Pensacola          FL       32504   Holiday Inn University Mall
                                                          Winter
                          1150 3rd Street, SW             Haven              FL       33880   Holiday Inn Winter Haven
                          2605 N. A1A                     Melbourne          FL       32903   Holiday Inn Melbourne
                          7330 Plantation Road            Pensacola          FL       32504   Holiday Inn Exp Pensacola-Umall
                          3000 Florida Avenue             Miami              FL       33131   Mayfair House Miami
GEORGIA                   5252 New Jesup Highway          Brunswick          GA       31525   Holiday Inn Brunswick
                          200 South Beachview Drive       Jekyll Island      GA       31527   Holiday Inn Jekyll Island
                          3332 Peachtree Road NE          Atlanta            GA       30326   Courtyard Buckhead Atlanta
                          108 First Street                Macon              GA       31211   Crowne Plaza Macon
                          2265 Kingston Court             Marietta           GA       30067   Holiday Inn Hotel Marietta
                          201 Boy Scout Road              Augusta            GA       30909   Fairfield Inn Augusta
                          1311 St. Augustine Road         Valdosta           GA       31601   Fairfield Inn Valdosta
                          1309 St. Augustine Road         Valdosta           GA       31601   Holiday Inn Valdosta
                                                          Rolling
ILLINOIS                  3405 Algonquin Road             Meadows            IL       60008   Holiday Inn Rolling Meadows
INDIANA                   1710 Kinser Pike                Bloomington        IN       47404   University Plaza Bloomington
                          1020 South Calhoun Street       Ft. Wayne          IN       46802   Hilton Fort Wayne
                          300 E. Washington Blvd.         Ft. Wayne          IN       46802   Holiday Inn Ft. Wayne
LOUISANA                  2150 Veterans Boulevard         Kenner             LA       70062   Plaza Hotel New Orleans
                          2261 North Causeway
                          Boulevard                       Metairie           LA       70001   Quality Hotel Metairie
                          214 E. Kaliste Saloom Road      LaFayette          LA       70508   Courtyard Lafayette
MARYLAND                  5485 Twin Knolls Road           Columbia           MD       21045   Hilton Inn Columbia
                          8777 Georgia Avenue             Silver             MD       20910   Holiday Inn Silver Spring
</TABLE>


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<PAGE>

<TABLE>
<S>                       <C>                             <C>                <C>      <C>     <C>
                                                          Spring
                          301 W. Lombard Street           Baltimore          MD       21201   Holiday Inn Inner Harbor
                          6323 Governor Ritchie
                          Highway                         Glen Burnie        MD       21061   Holiday Inn Glen Burnie
                                                          Linthicum
                          890 Elkridge Landing Road       Heights            MD       21090   Holiday Inn BWI Airport
                          999 W. Patrick Street           Frederick          MD       21702   Holiday Inn Frederick
                          1100 Cromwell Bridge Road       Towson             MD       21286   Holiday Inn Cromwell Bridge
                                                          Cedar
IOWA                      350 1st Avenue NE               Rapids             IA       52401   Crowne Plaza Cedar Rapids
MINNESOTA                 1201 West Country Road E        St. Paul           MN       55112   Holiday Inn St. Paul
KENTUCKY                  3835 Technology Drive           Paducah            KY       42001   Courtyard Paducah
                          46 Cavalier Blvd.               Florence           KY       41042   Courtyard Florence
                          9700 Bluegrass Parkway          Louisville         KY       40299   Clarion Hotel Louisville
                          8050 Holiday Lane               Florence           KY       41042   Holiday Inn Florence
KANSAS                    530 Richards Drive              Manhattan          KS       66502   Holiday Inn Manhattan
                          200 McDonald Drive              Lawrence           KS       66044   Holiday Inn Lawrence
MISSOURI                  4545 N. Lindbergh Boulevard     St. Louis          MO       63044   Holiday Inn St. Louis North
MASSACHUSETTS             10 Lincoln Square               Worcester          MA       01608   Crowne Plaza Worcester
                          259 Elm Street                  Dedham             MA       02026   Residence Inn Dedham
NEW HAMPSHIRE             4 Amherst Road                  Merrimack          NH       03054   Fairfield Inn Merrimack
NEW MEXICO                4048 Cerrillos Road             Santa Fe           NM       87505   Holiday Inn Santa Fe
NEW YORK                  89 State Street                 Albany             NY       12207   Crowne Plaza Albany
                                                          Niagara
                          300 Third Street                Falls              NY       14303   Holiday Inn Select Niagara Falls
                                                          Niagara
                          114 Buffalo Avenue              Falls              NY       14303   Four Points Niagara Falls
                          150 W. 4th Street               Jamestown          NY       14701   Holiday Inn Jamestown
                          100 Winterhaven Road            Grand Island       NY       14072   Holiday Inn Grand Island
                          5440 Camp Road                  Hamburg            NY       14075   Holiday Inn Hamburg
OHIO                      175 East Town Street            Columbus           OH       43215   Holiday Inn Columbus
                          15471 Royalton Road             Strongsville       OH       44136   Holiday Inn Strongsville
OKLAHOMA                  3340 South 79 East Avenue       Tulsa              OK       74145   Courtyard Tulsa
PENNSYLVANIA              2750 Mosside Blvd.              Monroeville        PA       15146   Holiday Inn Monroeville
                          401 Holiday Drive               Pittsburgh         PA       15220   Holiday Inn Greentree
                          915 Brinton Road                Washington         PA       15221   Holiday Inn Parkway East
                          1160 Thorn Run Road
                          Extension                       Coraopolis         PA       15108   Crowne Plaza Pittsburgh
                          4859 McKnight Road              Pittsburgh         PA       15237   Holiday Inn McKnight/North Hills
                          340 Racetrack Road              Washington         PA       15301   Holiday Inn Meadowlands
                          9461 Roosevelt Blvd..           Philadelphia       PA       19114   Doubletree Club Philadelphia
                          334 Arsenal Road                York               PA       17402   Holiday Inn York
                          521 Greenfield Road             Lancaster          PA       17601   Holiday Inn Lancaster
MICHIGAN                  5500 Crooks Road                Troy               MI       48098   Hilton Inn Northfield
                          7501 W. Saginaw Highway         Lansing            MI       48917   Holiday Inn West Lansing
S.CAROLINA                1 South Forest Beach Drive      Hilton Head        SC       29928   Holiday Inn Hilton Head
                                                          N.
                          7401 Northwoods Boulevard       Charleston         SC       29406   Clarion Hotel Charleston
                                                          Surfside
                          1601 N. Ocean Blvd              Beach              SC       29575   Holiday Inn Myrtle Beach
TENNESSEE                 535 Wiley Parker Road           Jackson            TN       38305   Fairfield Inn Jackson
                          2144 Madison Avenue             Memphis            TN       38104   French Quarter Memphis
</TABLE>


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<PAGE>

<TABLE>
<CAPTION>
<S>                       <C>                             <C>              <C>       <C>      <C>
                          6101 Shelby Oaks Drive          Memphis            TN       38134   Holiday Inn Memphis
TEXAS                     12801 NW Freeway US 290         Houston            TX       79606   Crowne Plaza Houston
                          4350 Ridgemont Drive            Abilene            TX       79606   Courtyard Abilene
                          3401 South IH-35                Austin             TX       78741   Holiday Inn Austin South
                          4441 Hwy. 114 @  Esters
                          Blvd.                           Dallas/Irving      TX       75063   Holiday Inn DFW Airport
VERMONT                   15 South Park Drive             Colchester         VT       05446   Fairfield Inn Burlington
W.VIRGINIA                930 East Grafton Road           Fairmont           WV       26554   Holiday Inn Fairmont
                          1400 Saratoga Avenue            Morgantown         WV       26505   Holiday Inn Morgantown
                          100 Lodgeville Road             Bridgeport         WV       26330   Holiday Inn Clarksburg
                                                                                      N9C
CANADA                    1855 Huron Church Road          Windsor          Canada     2L6     Holiday Inn Windsor

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