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                                                                 EXHIBIT 10.20.1












                            LODGIAN, INC. 401(k) PLAN
                             AS AMENDED AND RESTATED
                        EFFECTIVE AS OF SEPTEMBER 1, 2003
                         (EXCEPT AS OTHERWISE PROVIDED)









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                                TABLE OF CONTENTS

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                                                                                                                PAGE
<S>      <C>      <C>                                                                                           <C>

ss. 1. DEFINITIONS................................................................................................1

         1.1.     Account.........................................................................................1
         1.2.     Affiliate.......................................................................................1
         1.3.     Beneficiary.....................................................................................1
         1.4.     Board...........................................................................................1
         1.5.     Break in Service................................................................................1
         1.6.     Code............................................................................................1
         1.7.     Compensation....................................................................................1
         1.8.     Election........................................................................................2
         1.9.     Eligible Employee...............................................................................2
         1.10.    Eligible Participant............................................................................3
         1.11.    Employee........................................................................................3
         1.12.    ERISA...........................................................................................3
         1.13.    Forfeiture......................................................................................3
         1.14.    401(k) Account..................................................................................3
         1.15.    401(k) Contributions............................................................................3
         1.16.    Highly Compensated Employee.....................................................................3
         1.17.    Hour of Service.................................................................................4
         1.18.    Leased Employee.................................................................................5
         1.19.    Lodgian Stock...................................................................................5
         1.20.    Matching Account................................................................................5
         1.21.    Matching Contribution...........................................................................5
         1.22.    Nonhighly Compensated Employee..................................................................5
         1.23.    Participant.....................................................................................5
         1.24.    Participating Employer..........................................................................5
         1.25.    Plan............................................................................................5
         1.26.    Plan Administrator..............................................................................5
         1.27.    Plan Sponsor....................................................................................5
         1.28.    Plan Year.......................................................................................5
         1.29.    Rollover Account................................................................................5
         1.30.    Rollover Contribution...........................................................................6
         1.31.    Safe Harbor Matching Contribution...............................................................6
         1.32.    Safe Harbor Matching Contribution Account.......................................................6
         1.33.    Trust Agreement.................................................................................6
         1.34.    Trustee.........................................................................................6
         1.35.    Trust Fund......................................................................................6
         1.36.    Valuation Date..................................................................................6
</TABLE>


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<TABLE>
<S>      <C>      <C>      <C>                                                                                   <C>
         1.37.    Vested Benefit..................................................................................6
         1.38.    Year of Service.................................................................................6

ss. 2. PARTICIPATION..............................................................................................7

         2.1.     General Participation for 2002 Plan Year and Prior Years........................................7
         2.2.     General Participation After December 31, 2002...................................................7
         2.3.     Reemployment....................................................................................7
         2.4.     Change in Status................................................................................8
         2.5.     Not a Contract of Employment....................................................................8
         2.6.     USERRA..........................................................................................8

ss. 3. EMPLOYEE CONTRIBUTIONS.....................................................................................8

         3.1.     401(k) Contributions............................................................................8
                  (a)      General................................................................................8
                  (b)      Amount of 401(k) Contributions.........................................................8
                  (c)      401(k) Accounts........................................................................9
         3.2.     Rate Changes....................................................................................9
                  (a)      General................................................................................9
                  (b)      Change in Eligibility Status...........................................................9
                  (c)      Hardship Withdrawal....................................................................9
                  (d)      Leave of Absence.......................................................................9
         3.3.     Payment of 401(k) Contributions to Trustee......................................................9
         3.4.     Rollover Contributions..........................................................................9
                  (a)      General................................................................................9
                  (b)      Rollover Accounts......................................................................9

ss. 4. EMPLOYER CONTRIBUTIONS....................................................................................10

         4.1.     Employer Matching Contributions................................................................10
                  (a)      Matching Contributions for the 2002 Plan Year.........................................10
                  (b)      Safe Harbor Matching Contributions after December 31, 2002............................10
                  (c)      Application of Forfeitures............................................................10
                  (d)      No Matching Contributions or Safe Harbor Matching Contributions on Refunds............10
                  (e)      Allocation............................................................................11
         4.2.     Application of Suspense Account................................................................11
         4.3.     Top Heavy Contributions........................................................................11
         4.4.     Payment of Employer Contributions..............................................................11

ss. 5. ACCOUNT INVESTMENTS AND ALLOCATIONS.......................................................................11

         5.1.     General........................................................................................11
         5.2.     Investment Elections...........................................................................12
         5.3.     Amounts Available for Investment...............................................................12
         5.4.     Allocations to Accounts........................................................................12
         5.5.     Allocation Corrections.........................................................................12
         5.6.     Transition Period to Implement Plan Changes....................................................12
</TABLE>


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<TABLE>
<S>      <C>      <C>      <C>                                                                                   <C>
         5.7.     Special Rules Concerning Investment in Lodgian Stock Fund......................................13
                  (a)      Dividends.............................................................................13
                  (b)      Voting of Lodgian Stock and Other Similar Rights......................................13
                  (c)      Restrictions..........................................................................13

ss. 6. LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS..............................................................14

         6.1.     Ordering Rule..................................................................................14
         6.2.     Code Section 415 Limitations...................................................................14
                  (a)      General...............................................................................14
                  (b)      Annual Additions......................................................................14
                  (c)      Coordination Rules....................................................................14
                  (d)      Corrections...........................................................................15
         6.3.     Code Section 402(g) Limitations................................................................15
                  (a)      This Plan and Other Affiliate Plans...................................................15
                  (b)      Other Plans or Arrangements...........................................................15
                  (c)      Action to Satisfy 402(g) Limitation...................................................16

ss. 7. PLAN BENEFITS.............................................................................................17

         7.1.     Participant....................................................................................17
                  (a)      Distribution Events...................................................................17
                  (b)      Vested Benefit........................................................................17
                  (c)      Vesting Schedule for Participants without an Hour of Service after March 31, 2002.....17
                  (d)      Vesting Schedule for Participants with an Hour of Service on or after April 1, 2002...18
                  (e)      Forfeiture............................................................................18
                  (f)      Reemployment..........................................................................18
         7.2.     Death of Participant...........................................................................19
         7.3.     In-Service Withdrawals.........................................................................19
                  (a)      Hardship Withdrawals..................................................................19
                  (b)      Age 59 1/2 Withdrawals................................................................21
                  (c)      Rollover Account Withdrawals..........................................................21
                  (d)      Limitations...........................................................................21

ss. 8. BENEFIT PAYMENT...........................................................................................22

         8.1.     Methods........................................................................................22
                  (a)      General...............................................................................22
                  (b)      Automatic Single Sum in Certain Cases.................................................22
                  (c)      Installment Rules.....................................................................23
                  (d)      Limitations...........................................................................23
                  (e)      Minimum Distribution Rule.............................................................23
         8.2.     Timing.........................................................................................28
                  (a)      General...............................................................................28
                  (b)      Deferral of Payment...................................................................28
                  (c)      Participant's Required Beginning Date.................................................29
                  (d)      Beneficiary...........................................................................29
</TABLE>


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<TABLE>
<S>      <C>      <C>      <C>                                                                                   <C>
         8.3.     Direct Rollover................................................................................29
                  (a)      Eligible Rollover Distribution........................................................29
                  (b)      Eligible Retirement Plan..............................................................30
                  (c)      Distributee...........................................................................30
                  (d)      Direct Rollover.......................................................................30
         8.4.     Claim for Benefit..............................................................................30
         8.5.     No Estoppel of Plan............................................................................30
         8.6.     Legally Incompetent............................................................................31
         8.7.     Missing Person.................................................................................31
         8.8.     Other Payment Rules............................................................................31
                  (a)      Withholding Obligations...............................................................31
                  (b)      Waiver of Notices.....................................................................31
                  (c)      Account Balance.......................................................................32
                  (d)      Order of Withdrawal...................................................................32
                  (e)      Reemployment..........................................................................32

ss. 9. NAMED FIDUCIARIES AND ADMINISTRATION......................................................................32

         9.1.     Named Fiduciaries..............................................................................32
         9.2.     Plan Administrator Appointment and Term of Office..............................................32
         9.3.     Organization of Plan Administrator.............................................................32
         9.4.     Plan Administrator Powers and Duties...........................................................33
                  (a)      General...............................................................................33
                  (b)      Liquidity Requirements................................................................33
                  (c)      Records...............................................................................33
                  (d)      Information from Others...............................................................33
         9.5.     Indemnification................................................................................33
         9.6.     Reporting and Disclosure.......................................................................34

ss. 10. DUTIES AND AUTHORITY OF TRUSTEE..........................................................................34

ss. 11. LOANS....................................................................................................34

         11.1.    Administration.................................................................................34
         11.2.    Statutory Requirements.........................................................................34
                  (a)      General...............................................................................34
                  (b)      Repayments............................................................................34
                  (c)      Limitations on Amounts................................................................34
         11.3.    Distribution and Default.......................................................................35
         11.4.    USERRA.........................................................................................35

ss. 12. AMENDMENT AND TERMINATION................................................................................35

         12.1.    Amendment......................................................................................35
         12.2.    Termination....................................................................................36

ss. 13. MISCELLANEOUS............................................................................................36

         13.1.    Headings and Construction......................................................................36
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<TABLE>
<S>      <C>      <C>      <C>                                                                                   <C>
         13.2.    Nontransferability.............................................................................36
         13.3.    Benefits Supported Only by Trust Fund..........................................................36
         13.4.    Nondiscrimination..............................................................................37
         13.5.    Nonreversion...................................................................................37
         13.6.    Merger, Consolidation or Similar Transaction...................................................37
                  (a)      General...............................................................................37
                  (b)      Authorization.........................................................................37
                  (c)      No Annuities..........................................................................37
         13.7.    Qualified Domestic Relations Order.............................................................37
         13.8.    Top Heavy Plan.................................................................................38
                  (a)      Determination of Top-Heavy Status.....................................................38
                  (b)      Special Top Heavy Plan Rules..........................................................39

Appendix A.......................................................................................................42

Appendix B.......................................................................................................46
</TABLE>


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                            LODGIAN, INC. 401(K) PLAN
                             AS AMENDED AND RESTATED
                        EFFECTIVE AS OF SEPTEMBER 1, 2003
                         (EXCEPT AS OTHERWISE PROVIDED)

         The Servico, Inc. 401(k) Plan (the "Plan") was adopted by Servico, Inc.
("Servico") effective July 1, 1984 and previously amended several times. Servico
and Impac Hotel Group, LLC ("Impac") combined their respective businesses
through a series of corporate mergers the result of which is that Servico and
Impac became wholly-owned subsidiaries of Lodgian, Inc. ("Lodgian") effective on
December 11, 1998. Effective January 1, 1999, Lodgian assumed sponsorship of the
Plan and changed the name to the Lodgian, Inc. 401(k) Plan. The Plan was amended
and restated effective as of January 1, 1997, subsequently amended, and again
amended and restated effective as of January 1, 2002.

         This amendment and restatement of the Plan deletes the trust provisions
in the Plan effective as of September 1, 2003, as such provisions are now in a
separate trust agreement which is effective as of September 1, 2003.

                               ss. 1. DEFINITIONS

The following terms have the following meanings for purposes of this Plan.

1.1.     Account -- means the bookkeeping account maintained for each
Participant and, where appropriate, Beneficiary or alternate payee, to show his
or her interest in this Plan.

1.2.     Affiliate -- means the Plan Sponsor and any trade or business, whether
or not incorporated, that is considered to be a single employer with the Plan
Sponsor under Code Section 414(b), (c), (m) or (o). Solely for purposes of the
Code Section 415 limitations in Section 6.2, the term Affiliate means each
entity that would be an Affiliate if the phrase "more than 50%" is substituted
for the phrase "at least 80%" each place it appears in Code Section 1563(a)(1).

1.3.     Beneficiary -- means the person or persons so designated in accordance
with Section 7.2 by a Participant or by operation of this Plan to receive any
Plan benefits payable on account of the Participant's death.

1.4.     Board -- means the Board of Directors of the Plan Sponsor.

1.5.     Break in Service -- means for an Employee any Plan Year during which he
or she fails to complete more than 500 Hours of Service.

1.6.     Code -- means the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.

1.7.     Compensation -- means the sum of the Participant's "taxable wages" and
"pre-tax contributions" received by the Participant for the portion of the Plan
Year during which he or she


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was a Participant. Taxable wages are the wages and other compensation paid by
the Affiliates to the Employee that are reportable as wages, tips and other
compensation on Form W-2 or any other form that the Affiliate is required to
provide the Employee under Code Sections 3401(a), 6041(d), 6051(a)(3) and 6052
excluding any severance payments. Pre-tax contributions are the Employee's
401(k) Contributions, and any other contributions or deferrals made on the
Employee's behalf by an Affiliate to a Code Section 401(k) plan, Code Section
125 cafeteria plan or any other Affiliate plan or program that are excludible
from the Participant's taxable income for the Plan Year under Code Sections 125,
132(f), 401(k), 402(h), 403(b), 414(v) or 457(b).

The annual Compensation of each Employee taken into account under the Plan will
not exceed $200,000 as adjusted for cost-of-living increases in accordance with
Code Section 401(a)(17). The cost-of-living adjustment in effect for a calendar
year applies to any Plan Year beginning in that calendar year. If a Plan Year
consists of fewer than 12 months, this annual Compensation limit will be
multiplied by a fraction, the numerator of which is the number of months in the
Plan Year and the denominator of which is 12.

1.8.     Election -- means an election or designation made on a form or by any
other method authorized by the Plan Administrator, properly completed and timely
delivered in accordance with rules adopted by the Plan Administrator from time
to time.

1.9.     Eligible Employee -- means each individual who is classified on the
payroll of a Participating Employer as an Employee of that Participating
Employer, other than:

         (a)      an Employee who is included in unit of employees covered by a
         collective bargaining agreement, unless the agreement by specific
         reference to this Plan permits participation in this Plan;

         (b)      a Leased Employee;

         (c)      an Employee who is a nonresident alien receiving no earned
         income from a Participating Employer from sources within the United
         States (as described more fully in Code Section 410(b)(3)(C)): or

         (d)      an Employee who performs intermittent services for a
         Participating Employer and is classified in the job of "on-call"
         employee as reflected on the payroll of a Participating Employer.

Under no circumstances will an individual who performs services for a
Participating Employer, but who is not classified on the payroll as an employee
of the Participating Employer, for example, an individual performing services
for a Participating Employer under a leasing arrangement or an independent
contractor, be treated as an Eligible Employee, even if that individual is
treated as an "employee" of a Participating Employer as a result of common law
principals, the leased employee rules under Code Sections 414(n) or (o).
Further, if an individual performing services for a Participating Employer is
retroactively reclassified as an "employee" of a Participating Employer for any
reason, the reclassified individual will not be treated as an Eligible Employee
for any period prior to the actual date (and not the effective date) of the


                                      -2-
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reclassification unless the Participating Employer determines the
reclassification is necessary to correct an inadvertent payroll classification
error.

1.10.    Eligible Participant -- means for any Plan Year:

         (a)      a Participant who is an Eligible Employee (or on an authorized
         leave of absence as an Eligible Employee) on the last day of that Plan
         Year; and

         (b)      a Participant who has completed a Year of Service during such
         Plan Year.

For purposes of this Section 1.10, a Participant who terminated employment
during the Plan Year due to death or after attaining age 65 shall be considered
an Eligible Participant for such Plan Year. Further, if the Participating
Employer elects to apply the provisions in Section 4.1(b) hereof for a Plan
Year, Eligible Participant shall include for purposes of the Safe Harbor
Matching Contribution any Participant who has made 401(k) Contributions during
such Plan Year.

1.11.    Employee -- means a person who is treated as an employee of an
Affiliate either as a result of common law principles or under the leased
employee rules of Code Section 414(n).

1.12.    ERISA -- means the Employee Retirement Income Security Act of 1974, as
amended, and the regulations thereunder.

1.13.    Forfeiture -- means the dollar amount forfeited from an Account in
accordance with this Plan.

1.14.    401(k) Account -- means the subaccount of a Participant's Account
attributable to his or her 401(k) Contributions.

1.15.    401(k) Contributions -- means that part of a Participant's Compensation
that is contributed to his or her 401(k) Account pursuant to his or her Election
under Section 3.1.

1.16.    Highly Compensated Employee -- means each Participant who performs
services for an Affiliate during the Plan Year and who:

         (a)      is a 5% owner of an Affiliate (as defined in Code Section
         416(i)(1)(B)(i)) at any time during the Plan Year or the preceding
         12-month period; or

         (b)      receives Compensation in excess of $85,000 (adjusted for
         cost-of-living increases in accordance with Code Section 414(q)) for
         the preceding 12-month period.

The determination of which Participants are Highly Compensated Employees is
subject to Code Section 414(q) and any regulations, rulings, notices or
procedures under that section. In determining whether an Employee is a Highly
Compensated Employee for any Plan Year, the Plan Administrator may use any
alternatives and elections authorized under the applicable regulations, rulings
or revenue procedures.


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1.17.    Hour of Service --

         (a)      General. The term Hour of Service means each hour for which an
         Employee:

                  (1)      is paid, or entitled to payment, by an Affiliate for
                  the performance of duties as an Employee;

                  (2)      is directly or indirectly paid, or entitled to
                  payment, by an Affiliate for a period of time when he or she
                  performs no duties as an Employee due to vacation, holiday,
                  illness, incapacity (including disability), layoff, jury duty,
                  military duty or leave of absence; and

                  (3)      is paid for any reason an amount as back pay by an
                  Affiliate, irrespective of mitigation of damages;

         (b)      Additional Rules.

                  (1)      An Employee will not receive an Hour of Service
                  credit for service performed for which he or she is paid, or
                  entitled to payment, on account of a period during which he or
                  she performs no duties as an Employee if the payment is made
                  or is due under a plan maintained solely to comply with
                  applicable worker's compensation laws, unemployment
                  compensation laws or disability insurance laws.

                  (2)      No more than 501 Hours of Service will be credited to
                  an Employee for any single continuous period during which he
                  or she performs no duties as an Employee.

                  (3)      An Hour of Service will not be credited to an
                  Employee on account of a payment that solely reimburses the
                  Employee for medical, or medically related, expenses incurred
                  by or on behalf of the Employee.

                  (4)      Hour of Service credit, if any, for periods when no
                  duties are performed as an Employee will be calculated in
                  accordance with Section 2530.200b-2(b) and (c) of the
                  Department of Labor Regulations, which are incorporated as
                  part of this Plan by this reference.

                  (5)      In lieu of actually recording each Hour of Service
                  that is completed by an Employee that is exempt from the
                  minimum wage and overtime requirements of the Federal Fair
                  Labor Standards Act, that Employee will receive credit for 45
                  Hours of Service for each week in which he or she completes at
                  least one Hour of Service. For each Employee who is not exempt
                  from those requirements, Hours of Service credited for the
                  performance of duties will be the actual number of Hours of
                  Service completed by that Employee.


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1.18.    Leased Employee -- means an Employee (other than a common-law employee)
who has performed services for an Affiliate on a substantially full-time basis
for a period of at least one year under the primary direction and control of the
Affiliate pursuant to an agreement between the Affiliate and any other person,
as determined under Code Section 414(n)(6).

1.19.    Lodgian Stock -- means Lodgian, Inc. common stock, including any common
stock substituted for a previously issued class of common stock, provided such
stock is a "qualifying employer security" as defined in ERISA Section 407(d)(5).
Such term shall not include any warrants to purchase or otherwise acquire
Lodgian Stock, which rights shall be referred to herein as "Lodgian Warrants".

1.20.    Matching Account -- means the subaccount of a Participant's Account
attributable to Matching Contributions made prior to January 1, 2003.

1.21.    Matching Contribution -- means the matching contribution made by a
Participating Employer or the Plan Sponsor on behalf of the Participating
Employer in accordance with Section 4.1(a) for Plans Years ending on or before
December 31, 2002.

1.22.    Nonhighly Compensated Employee -- means each Participant who performs
services for an Affiliate during the Plan Year and who is not a Highly
Compensated Employee.

1.23.    Participant -- means (a) each Eligible Employee who has met the
eligibility requirements to participate in this Plan pursuant to Section 2.1 and
(b) each other person (other than an alternate payee as defined in Code Section
414(p)(8) or a Beneficiary) for whom an Account is being maintained as a result
of contributions made under this Plan or another plan that are transferred to
this Plan pursuant to Section 13.6.

1.24.    Participating Employer -- means the Plan Sponsor and any other
Affiliate that, with approval of the Board, has adopted this Plan during such
period that the adoption of the Plan is in effect.

1.25.    Plan -- means this Lodgian, Inc. 401(k) Plan and Trust Agreement as set
forth in this document and all subsequent amendments to this document.

1.26.    Plan Administrator -- means the person, committee or entity appointed
by the Board to administer this Plan on behalf of the Plan Sponsor as provided
in Section 9. If no person, committee or entity is appointed, the Plan Sponsor
shall be the Plan Administrator.

1.27.    Plan Sponsor -- means Lodgian, Inc. or any successor organization to
that company.

1.28.    Plan Year -- means the calendar year.

1.29.    Rollover Account -- means the subaccount of a Participant's Account
attributable to Rollover Contributions.


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<PAGE>

1.30.    Rollover Contribution -- means an amount (or more than one amount) that
qualifies as an eligible rollover distribution under Code Section 402(c)(4) that
is transferred to this Plan under Section 3.5 other than after-tax
contributions.

1.31.    Safe Harbor Matching Contribution - means the contribution made by a
Participating Employer in accordance with Section 4.1(b).

1.32.    Safe Harbor Matching Contribution Account - means the subaccount of a
Participant's Account attributable to Safe Harbor Matching Contributions.

1.33.    Trust Agreement -- means the separate trust agreement adopted to govern
the Trust Fund established as part of the Plan, as such agreement may be amended
from time to time.

1.34.    Trustee -- means the person or persons acting as trustee under the
Trust Agreement.

1.35.    Trust Fund -- means the assets held by the Trustee under the Trust
Agreement.

1.36.    Valuation Date -- means the last day of each Plan Year and any other
date chosen by the Plan Administrator.

1.37.    Vested Benefit -- means the sum of (a) the 401(k) Account, (b) the
Rollover Account, (c) the Safe Harbor Matching Account, and (d) the vested
portion of the Matching Account, as determined in accordance with Section 7.1.

1.38.    Year of Service --

         (a)      Vesting. For purposes of determining vesting service under
         Section 7.1 of this Plan, a Year of Service means each Plan Year during
         which an Employee is credited with at least 1,000 Hours of Service as
         an Employee. Any Year of Service completed before a period of 5 or more
         consecutive Break in Service shall be excluded for purposes of
         determining a Participant's vested percentage if the Employee's vested
         percentage in his or her Matching Account was zero at all times before
         such Breaks in Service.

         (b)      Eligibility. For purposes of determining eligibility service
         under Sections 2.1 and 2.2 of this Plan, a Year of Service means a
         twelve-consecutive-month period during which an Employee completes no
         less than 1,000 Hours of Service beginning on the date on which the
         Employee first performs an Hour of Service upon his employment or
         reemployment with a Participating Employer or, in the event the
         Employee fails to complete 1,000 Hours of Service in that
         twelve-consecutive-month period, any Plan Year thereafter during which
         the Employee completes not less than 1,000 Hours of Service, including
         the Plan Year which includes the first anniversary of the date the
         Employee first performed an Hour of Service upon his employment or
         reemployment.

         (c)      Service With All Related Employers. An Employee will be
         credited with service under this Plan for his or her service with all
         Affiliates.


                                      -6-
<PAGE>

         (d)      Service With Predecessor Employers. An Employee will be
         credited with service under this Plan for his or her service with the
         employers identified in Appendix B on the same basis as is used to
         determine service with Affiliates.

                              ss. 2. PARTICIPATION

2.1.     General Participation for 2002 Plan Year and Prior Years.

         (a)      Each Eligible Employee hired during the 2002 Plan Year will
         become a Participant on the January 1 or July 1 coinciding with or next
         following the date he or she:

                  (1)      attains age 21;
                  (2)      completes at least six months of service; and
                  (3)      completes at least 500 Hours of Service in: i) the 6
                           month period immediately preceding July 1st or ii)
                           the 12 month period immediately preceding January
                           1st.

         (b)      An Eligible Employee who does not satisfy the criteria in
         Section 2.1(a) in his or her first 12 months of employment shall become
         a Participant as of the first payroll period beginning on or after the
         first January 1 or July 1 coinciding with or next following the date he
         or she completes a Year of Service and attains age 21.

         (c)      If an Employee is not an Eligible Employee on a January 1st or
         July 1st but has otherwise satisfied either Section 2.1(a) or (b), he
         or she will become a Participant as of the first day of the month
         thereafter on which he or she becomes an Eligible Employee.

         (d)      Effective January 1, 2002, each Eligible Employee may make a
         Rollover Contribution to the Plan pursuant to Section 3.5 prior to
         becoming a Participant. An Eligible Employee may not make any 401(k)
         Contributions to the Plan prior to satisfying the requirements of this
         Section 2.1 or Section 2.2, notwithstanding any Rollover Contribution
         made to the Plan prior to an Eligible Employee becoming a Participant.

         (e)      For Plan Years ending on or before December 31, 2001,
         participation in the Plan shall be determined under the terms of the
         Plan as then in effect.

2.2.     General Participation After December 31, 2002. Each Eligible Employee
hired after December 31, 2002 will become a Participant effective with the first
payroll period beginning on or after the first day of the month coinciding with
or next following the date he or she completes a Year of Service and attains age
21. If an Employee is not an Eligible Employee on such date, he or she will
become a Participant as of the first payroll period beginning on or after the
first day of the month coincident with or immediately following the date on
which he or she becomes an Eligible Employee.

2.3.     Reemployment. If a Participant terminates employment and is reemployed
as an Eligible Employee, he or she will be reinstated as a Participant on the
date of his or her reemployment.


                                      -7-
<PAGE>

Each other former Employee who is reemployed will become a Participant in
accordance with the general rule in Sections 2.1 or 2.2, but his or her previous
service shall be credited for purposes of determining his or her eligibility to
participate upon reemployment if he or she had fewer than five consecutive
Breaks in Service.

2.4.     Change in Status. If the Plan Sponsor discovers that an individual was
mistakenly treated as an Eligible Employee, it will cause the individual's
401(k) Contributions to be refunded as soon as practicable after the discovery.
In no event will Matching Contributions or Safe Harbor Matching Contributions be
made with respect to those refunded 401(k) Contributions.

If the Plan Sponsor discovers that an Eligible Employee was not treated as
covered under the Plan, it will take any action that it deems appropriate and
proper under the circumstances to remedy the omission as soon as practicable
after the discovery.

2.5.     Not a Contract of Employment. This Plan is not a contract of
employment. Thus participation in this Plan will not give any person the right
to be retained as an Employee or, upon termination of a person's employment, the
right to any interest in the Trust Fund other than as expressly provided in this
Plan.

2.6.     USERRA. Notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Code Section 414(u).

                          ss.3. EMPLOYEE CONTRIBUTIONS

3.1.     401(k) Contributions.

         (a)      General. Subject to the rules and limitations in this Section
         3 and in Section 6, each Eligible Employee who has met the applicable
         eligibility requirements in Section 2 may elect that his or her
         Participating Employer make 401(k) Contributions to this Plan on his or
         her behalf through payroll deductions, and 401(k) Contributions shall
         begin as soon as administratively possible on or after the date on
         which he or she has completed all election and enrollment forms
         required by the Plan Administrator. A Participant's initial
         contribution election will continue while the Participant is an
         Eligible Employee until the Participant changes the rate of his or her
         401(k) Contributions in accordance with Section 3.3 or suspends his or
         her 401(k) Contributions in accordance with Section 3.4.

         (b)      Amount of 401(k) Contributions. 401(k) Contributions must be
         made in 1% increments, from 1% to 10% prior to January 1, 2003 and up
         to 15% on or after January 1, 2003 of Compensation. The Plan
         Administrator has the right at any time unilaterally to reduce
         prospectively the amount or percentage of 401(k) Contributions elected
         by any Highly Compensated Employee or by all Highly Compensated
         Employees as a group if it determines that a reduction is appropriate
         in light of the applicable limitations under Section 6.


                                      -8-
<PAGE>

         (c)      401(k) Accounts. A Participant's 401(k) Contributions will be
         credited to his or her 401(k) Account.

3.2.     Rate Changes.

         (a)      General. A Participant may change or suspend his or her rate
         of 401(k) Contributions at any time by following the procedures
         established by the Plan Administrator for rate changes.

         (b)      Change in Eligibility Status. A Participant's 401(k)
         Contributions will automatically stop when he or she ceases to be an
         Eligible Employee. If a Participant's status thereafter changes to an
         Eligible Employee (whether by reemployment or otherwise), he or she may
         elect to resume 401(k) Contributions at any time by following the
         procedures established by the Plan Administrator.

         (c)      Hardship Withdrawal. A Participant's 401(k) Contributions will
         be suspended for the six month period following a hardship withdrawal
         in accordance with Section 7.3(a)(4). A Participant may resume 401(k)
         Contributions at any time after the end of the suspension period. The
         suspension period for hardship withdrawals made prior to January 1,
         2002 shall be twelve (12) months.

         (d)      Leave of Absence. A Participant's 401(k) Contributions will
         continue to be deducted during any period of paid leave of absence
         during which the Participant continues to receive Compensation from a
         Participating Employer, provided he or she continues to be classified
         as an Eligible Employee during the leave. However, a Participant's
         401(k) Contributions will be suspended during any period of unpaid
         leave of absence. A Participant returning from an unpaid leave may
         resume 401(k) Contributions at any time after he or she resumes active
         employment as an Eligible Employee.

3.3.     Payment of 401(k) Contributions to Trustee. All 401(k) Contributions
will be paid to the Trust Fund as soon as practicable after the related payroll
deductions are made and, in any event, by the deadline, if any, established for
making those payments under ERISA or the Code.

3.4.     Rollover Contributions.

         (a)      General. An Eligible Employee may elect to contribute a
         Rollover Contribution to the Trust Fund, provided it is made by the
         Eligible Employee (or transferred to this Plan in a direct rollover
         from another plan): (a) in cash or in a form acceptable to the Trustee,
         and (b) in accordance with any rules that the Trustee and the Plan
         Administrator deem appropriate under the circumstances.

         (b)      Rollover Accounts. A Participant's Rollover Contributions will
         be credited to his or her Rollover Account.


                                      -9-
<PAGE>

                          ss.4. EMPLOYER CONTRIBUTIONS

4.1.     Employer Matching Contributions.

         (a)      Matching Contributions for the 2002 Plan Year. Subject to the
         rules and limitations in this Section 4 and in Section 6, the Board in
         its absolute discretion will determine the percentage, if any, of
         401(k) Contributions made by its Eligible Participants that will be
         matched for each Plan Year and the maximum percentage or dollar
         limitation, if any, on those contributions. In no case will a Matching
         Contribution under this Section 4.1(a) be made in the same Plan Year as
         a Safe Harbor Matching Contribution under Section 4.1(b). Matching
         Contributions will be made only on behalf of Eligible Participants.
         This contribution will be made in cash as the Board may determine from
         time to time. No Matching Contribution will be made to the Plan for
         Plan Years beginning on or after January 1, 2003.

         (b)      Safe Harbor Matching Contributions after December 31, 2002.
         Effective for Plan Years beginning after December 31, 2002, if the Plan
         Sponsor in its absolute discretion elects to have the Plan satisfy Code
         Sections 401(k)(12) and 401(m)(10), a Safe Harbor Matching Contribution
         will be made in cash for each payroll period during such Plan Year for
         each Eligible Participant in an amount equal to:

                  (1)      one hundred percent (100%) of the first three percent
                  (3%) of a Participant's Compensation deferred to the Plan
                  pursuant to Section 3.1, and

                  (2)      fifty percent (50%) of the next two percent (2%) of a
                  Participant's Compensation deferred to the Plan pursuant to
                  Section 3.1.

         Within a reasonable period of time, before the beginning of the Plan
         Year, the Plan Administrator will notify each Eligible Employee that
         the Plan will comply with Code Sections 401(k)(12) and 401(m)(10), and
         shall provide such notice to other Employees as they become eligible to
         participate in the Plan in accordance with the requirements of Code
         Sections 401(k)(12) and 401(m)(10).

         (c)      Application of Forfeitures. Forfeitures occurring in a Plan
         Year that are not used to make the corrective contributions and
         restorations described in Sections 7.1(e) and 8.7 will, at the Plan
         Sponsor's discretion, be used to reduce Matching Contributions or Safe
         Harbor Matching Contributions, or to pay Plan expenses.

         (d)      No Matching Contributions or Safe Harbor Matching
         Contributions on Refunds. No Matching Contribution or Safe Harbor
         Matching Contribution will be made with respect to any 401(k)
         Contributions that are refunded under Section 6.3 or Appendix A to
         comply with the limitations under Code Sections 402(g) or 401(k). Any
         Matching Contributions and Safe Harbor Matching Contributions
         attributable to those refunded 401(k) Contributions that have actually
         been credited to the Participant's Matching Account or Safe Harbor
         Matching Account will be treated as a Forfeiture as soon as practicable
         after a determination is made that this corrective action is necessary.


                                      -10-
<PAGE>

         (e)      Allocation. Matching Contributions made on an Eligible
         Participant's behalf for a Plan Year will be credited to his or her
         Matching Account as of the last day of that Plan Year. Safe Harbor
         Matching Contributions made on a Participant's behalf for a Plan Year
         will be credited to his or her Safe Harbor Matching Account each
         payroll period, or such time as determined by the Plan Sponsor in
         accordance with applicable sections of the Code and the regulations
         thereunder. The employer matching contribution described in section
         4.2(c) of the prior plan document will be allocated in the 2002 Plan
         Year in accordance with such section of the prior plan document.

4.2.     Application of Suspense Account. Excess amounts that are transferred to
a Code Section 415 suspense account for a Plan Year under Section 6.2(d) will be
treated as a Forfeiture for the current or next following Plan Year.

4.3.     Top Heavy Contributions. If a determination is made that this Plan is
top heavy under Section 13.8(a) for a Plan Year, the Participating Employers
will contribute the amount, if any, needed to satisfy the minimum allocation
requirements under Section 13.8(b). Those contributions will be credited as of
the last day of that Plan Year to the affected Participants' Matching Accounts.

4.4.     Payment of Employer Contributions. Except as otherwise provided herein,
Matching Contributions and Safe Harbor Matching Contributions for a Plan Year
shall be paid to the Trust Fund at the time determined by the Plan Sponsor in
its discretion, but in no event later than the due date (including any
extensions thereof) of the Plan Sponsor's or Participating Employer's federal
income tax return for its taxable year ending with or within the Plan Year for
which the contribution was made.

                   ss.5. ACCOUNT INVESTMENTS AND ALLOCATIONS

5.1.     General. It is intended that Participants, Beneficiaries of deceased
Participants and alternate payees will have an opportunity to direct the
investment of their Accounts among investment funds selected by the Plan Sponsor
or, at the discretion of the Plan Sponsor, a committee, which committee may be
the same Committee referenced in Section 9.2, in accordance with Section 404(c)
of ERISA. The Plan Sponsor or committee will select four or more investment
funds to make available under the Trust Fund, and each such investment fund will
be described for Participants in the summary plan description for this Plan or
in such other materials as the Plan Sponsor or the committee deem suitable under
the circumstances. Investment funds may be added or eliminated at any time by
the Plan Sponsor or the committee. The investment funds may include, but are not
limited to, (1) mutual funds, (2) collective investment funds, (3) the Lodgian
Stock Fund and (4) the Lodgian Warrant Funds A and B (collectively the "Lodgian
Warrant Funds"). Effective as of December 6, 2001, the Lodgian Stock Fund is
closed to new investments. The Lodgian Warrant Funds are frozen investment funds
that were established on December 3, 2002 solely for the purpose of holding
Lodgian Warrants received by the Trust Fund on that date in connection with the
court approved bankruptcy plan of reorganization of the Plan Sponsor. A
Participant whose Account included an investment in the Lodgian Stock Fund on
December 3, 2002, the date the Lodgian Warrants were received by the Trust Fund,
shall


                                      -11-
<PAGE>

automatically have a portion of his or her Account invested in the Lodgian
Warrant Funds in the same proportion that his interest in the Lodgian Stock Fund
bears to the total amount of all Accounts which are invested in the Lodgian
Stock Fund at that time. The Lodgian Warrant Funds will remain frozen funds
until the U.S. Department of Labor issues a prohibited transaction exemption
which permits the sale and exercise of Lodgian Warrants at the direction of
individual Participants who have an interest in the Lodgian Warrant Fund. No
Lodgian Warrant may be exercised or sold except as permitted under the terms of
such prohibited transaction exemption, the terms of which are incorporated into
the Plan by reference. The assets of the Plan may be commingled for investment
purposes in a group trust and with the assets of other plans whether or not the
assets of this Plan will be held in a separate investment fund.

5.2.     Investment Elections. Each Participant, Beneficiary of a deceased
Participant and alternate payee will have the right to elect how his or her
Account will be invested among the available investment funds in accordance with
procedures established from time to time by the Plan Administrator. An
individual may revise his or her investment Election at such times and in
accordance with such procedures as are established by the Plan Administrator,
which may include restrictions on the investment of Accounts in the Lodgian
Stock Fund and the Lodgian Warrant Funds. An individual's Account will continue
to be invested in accordance with his or her most recent investment Election
until such Election is properly changed.

5.3.     Amounts Available for Investment. Contributions under this Plan will
not be treated as part of an Account for investment purposes until such
contributions are actually received by the Trust Fund and posted on its records
as available for investment by the Participant, Beneficiary or alternate payee.

5.4.     Allocations to Accounts. Subject to the limitations in Section 6, all
Accounts will be adjusted as of each Valuation Date for contributions,
distributions, withdrawals and investment earnings or losses since the last
Valuation Date in accordance with nondiscriminatory procedures for adjusting
Account balances. Each Account will share in the investment earnings or losses
for each investment fund based on the portion of the Account invested in that
fund.

5.5.     Allocation Corrections. If an error or omission is discovered in any
Account, an appropriate equitable adjustment will be made to remedy the error or
omission as soon as practicable after its discovery.

5.6.     Transition Period to Implement Plan Changes. In connection with a
change in record keepers, trustees, or other service providers for the Plan, a
change in the methodology for valuing Accounts (including Lodgian Stock and/or
Lodgian Warrants), a change in investment options, a plan merger or other
circumstances, a temporary interruption in the normal operations of the Plan may
be required in order to properly implement such change or merger or take action
in light of such circumstances. In such event or under such circumstances, the
Plan Administrator may take such action as it deems appropriate under the
circumstances to implement such change or merger or in light of such
circumstances, including authorizing a temporary interruption in a Participant's
ability to obtain information about his or her Account, to take distributions
from such Account and to make changes in the investment of that Account,
provided the Plan


                                      -12-
<PAGE>

Administrator will take appropriate action as to give Participants,
Beneficiaries of a deceased Participant and alternate payees advance notice in
accordance with the requirements of ERISA as possible and to minimize the scope
and length of the interruption in normal Plan operations. In addition, when
changing investment options, the Plan Administrator will take such action as it
deems appropriate under the circumstances to direct the investment of the funds
pending completion by the Trustee and recordkeeper of the administrative
processes necessary to transfer investment authority to the Participants,
Beneficiaries of deceased Participants or alternate payees, including, but not
limited to, mapping monies from old funds to new funds.

5.7.     Special Rules Concerning Investment in Lodgian Stock Fund.
Notwithstanding any other provision of the Plan to the contrary, the following
rules shall apply to investments in the Lodgian Stock Fund.

         (a)      Dividends. A Participant's allocation share of cash dividends
         (and other cash earnings) credited to the Lodgian Stock Fund will be
         reinvested in Lodgian Stock held in the Lodgian Stock Fund. Dividends
         on Lodgian Stock paid in the form of stock shall be credited to the
         Lodgian Stock Fund for allocation to Participant Accounts invested in
         such fund.

         (b)      Voting of Lodgian Stock and Other Similar Rights. Each
         Participant may direct the Trustee as to the exercise of any voting or
         similar rights (including a response to a tender offer) attributable to
         whole shares of Lodgian Stock allocated to the Participant's Account
         through the Account's investment in the Lodgian Stock Fund.
         Participants shall communicate their voting or other directions to an
         agent appointed by the Employer for such purpose, and the agent shall
         communicate the instructions it receives from all Participants in total
         to the Trustee. Such instructions shall be held in confidence by the
         agent and Trustee and shall not be divulged to the Plan Sponsor, or any
         officer or employee thereof, or any other person except as required by
         law. Upon the timely receipt of voting or other instructions, the
         Trustee shall vote or tender the shares of Lodgian Stock held in the
         Participant's Account as directed by the Participants. The Trustee
         shall vote shares of Lodgian Stock for which it has received no
         direction from the Participant and partial shares allocated to
         Participant Accounts in accordance with instructions to the Trustee
         from the Employer or a committee appointed by the Employer. Unless the
         Employer or authorized committee determines otherwise, the Employer or
         authorized committee shall direct the Trustee to vote any partial
         shares allocated to a Participant's Account and shares for which the
         Participants have not given the agent timely voting instructions in
         proportion to the shares for which it receives voting directions from
         Participants. In the case of a tender offer, the Trustee shall only
         tender those shares for which a Participant has directed a tender and
         shares for which no Participant communication is timely received shall
         not be tendered.

         (c)      Restrictions. The ability of a Participant or a Beneficiary to
         engage in transactions with respect to the Lodgian Stock allocated to
         his or her Account (within the Lodgian Stock Fund) will be subject to
         such restrictions as the Plan Administrator determines are necessary or
         appropriate to satisfy federal or state securities laws.


                                      -13-
<PAGE>

              ss. 6. LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS

6.1.     Ordering Rule. The allocation of contributions made under this Plan
(other than Rollover Contributions) will be subject to the limitations of this
Section 6 as applied in the following order:

         (a)      the Code Section 415 limitations under Section 6.2,

         (b)      the Code Section 402(g) limitations under Section 6.3,

         (c)      the Code Section 401(k) limitations for Highly Compensated
         Employees under Appendix A for Plan Years in which a Safe Harbor
         Matching Contribution is not made to the Plan; and

         (d)      the Code Section 401(m) limitations for Highly Compensated
         Employees under Appendix A for Plan Years beginning prior to January 1,
         2003.

6.2.     Code Section 415 Limitations.

         (a)      General. The limitation year for purposes of Code Section 415
         and the related regulations is the Plan Year. The total annual
         additions (as described in Section 6.2(b)) allocated to a Participant's
         Account for any Plan Year, when added to the contributions that are
         treated as made on behalf of the Participant for the Plan Year under
         the coordination rules in Section 6.2(c), will not exceed the lesser
         of:

                  (1)      100% of the Participant's compensation for the Plan
                  Year,

                  (2)      $40,000, as adjusted for increases in the
                  cost-of-living under Code Section 415(d), or

                  (3)      any lesser amount as the Plan Sponsor deems necessary
                  or appropriate to satisfy the requirements of Code Section 415
                  (including any applicable transition rules) in light of
                  Section 6.2(c) and any benefits accrued and any contributions
                  made for the Participant under any other employee benefit plan
                  maintained by an Affiliate.

         For purposes of this Section 6.2, the term "compensation" means
compensation as defined in Code Section 415(c)(3).

         (b)      Annual Additions. The term annual additions for a Plan Year
         means the total 401(k) Contributions (other than 401(k) Contributions
         refunded pursuant to Section 6.3), Matching Contributions, Safe Harbor
         Matching Contributions and Forfeitures allocated to a Participant's
         Account for that Plan Year. For purposes of this Section 6.2, any
         corrective allocations made under this Plan will be treated as annual
         additions in the Plan Year to which those allocations relate.

         (c)      Coordination Rules. Any contributions allocated to an
         individual medical benefit account described in Code Section 415(l) and
         contributions credited under a welfare benefit


                                      -14-
<PAGE>

         fund maintained by an Affiliate for any year to a reserve for
         post-retirement medical benefits for a Participant who is a key
         employee (within the meaning of Code Section 416(i)) will be treated as
         a contribution made on his or her behalf under this Plan when, and to
         the extent, required under Code Sections 415 or 419A(d).

         (d)      Corrections. If crediting contributions or Forfeitures to a
         Participant's Account would exceed the restrictions in this Section
         6.2, the excess will be corrected in the following steps:

                  (1)      by refunding unmatched 401(k) Contributions (and any
                  investment gain attributable to those refunded contributions);

                  (2)      by refunding matched 401(k) Contributions (and any
                  investment gain attributable to those refunded contributions)
                  and transferring the related Matching Contributions and Safe
                  Harbor Matching Contributions to a Code Section 415 suspense
                  account; and

                  (3)      by transferring any remaining excess to a Code
                  Section 415 suspense account.

         Amounts transferred to a Code Section 415 suspense account will not be
         allocated to the Participant's Account, but will be held unallocated in
         a separate suspense account and will be treated as a Forfeiture for the
         next Plan Year. The balance credited to the suspense account will be
         returned to the Participating Employers in the event this Plan is
         terminated prior to the date the suspense account has been applied in
         accordance with this Section 6.2.

         Any 401(k) Contributions refunded under this Section 6.2 will be
         disregarded for purposes of the Code Section 402(g) limitations under
         Section 6.3 and the Code Section 401(k) limitations under Appendix A.

6.3.     Code Section 402(g) Limitations.

         (a)      This Plan and Other Affiliate Plans. A Participant's total
         401(k) Contributions under this Plan and elective deferrals (within the
         meaning of Code Section 402(g)) under all other qualified plans,
         contracts and arrangements maintained by the Affiliates during any
         calendar year (other than amounts refunded to reduce a Code Section 415
         excess under Section 6.2 or under those other plans) will not exceed
         the annual dollar limit under Code Section 402(g). If a Participant's
         401(k) Contributions together with other elective deferrals exceed this
         limitation, the Participant will be deemed to have requested a refund
         from this Plan and the excess will be refunded in accordance with this
         Section 6.3.

         (b)      Other Plans or Arrangements. Any elective deferrals (within
         the meaning of Code Section 402(g)) made for a calendar year on a
         Participant's behalf under plans or contracts of an employer that is
         not an Affiliate, such as another employer's Code Section 401(k) plan
         or Code Section 403(b) tax sheltered annuity, will be taken into
         account under


                                      -15-
<PAGE>

         this Plan for purposes of the limitations under this Section 6.3 if
         requested by the Participant and approved by the Plan Administrator.

         (c)      Action to Satisfy 402(g) Limitation.

                  (1)      Refund Request. If a Participant's 401(k)
                  Contributions and other elective deferrals described in
                  Section 6.3(a) and (b) for a calendar year exceed the Code
                  Section 402(g) dollar limit, he or she may request a refund of
                  that excess (or, if less, the Participant's 401(k)
                  Contributions deducted for that calendar year) by filing an
                  Election no later than March 1 of the following calendar year.
                  A Participant's Election under this Section 6.3(c) must
                  specify the dollar amount of the excess and include a written
                  statement that, absent the refund, the 401(k) Contributions
                  made under this Plan and other elective deferrals described in
                  Section 6.3(a) and (b) will exceed the Code Section 402(g)
                  limitation for the calendar year.

                  (2)      Refund. Any refund timely requested or deemed
                  requested under this Section 6.3 (adjusted for investment gain
                  or loss) will be made no later than the April 15 that
                  immediately follows the date the refund is requested or deemed
                  requested.

                  (3)      Treatment. Any 401(k) Contributions that exceed the
                  Code Section 402(g) limit will be taken into account for
                  purposes of the ADP Test under Appendix A even if the excess
                  401(k) Contributions are refunded in accordance with this
                  Section 6.3(c). However, excess 401(k) Contributions refunded
                  to a Nonhighly Compensated Employee will not be taken into
                  account for purposes of the ADP Test to the extent the excess
                  arises solely from 401(k) Contributions under this Plan and
                  elective deferrals under all other qualified plans, contracts
                  and arrangements maintained by the Affiliates pursuant to Code
                  Section 401(a)(30). Excess 401(k) Contributions refunded under
                  this Section 6.3 will not be taken into account for purposes
                  of the Code Section 415 limitations under Section 6.2.

                  (4)      Determination of Investment Gain or Loss. Refunds of
                  excess elective deferrals will be adjusted for investment gain
                  or loss for the Plan Year for which the deferrals were made in
                  accordance with the regulations under Code Section 402(g) but
                  will not be adjusted for investment gain or loss for the
                  period between the end of the Plan Year and the date the
                  deferrals are distributed.


                                      -16-
<PAGE>

                              ss.7. PLAN BENEFITS

7.1.     Participant.

         (a)      Distribution Events. A Participant's Vested Benefit will be
         payable to the Participant in accordance with Section 8 upon his or her
         severance from employment (within the meaning of Code Section 401(k)).
         In addition, a Participant may request an in-service withdrawal from
         his or her Vested Benefit before those events in accordance with
         Section 7.3. Finally, distributions must begin to a Participant who is
         a 5% owner in accordance with Section 8.2(c).

         (b)      Vested Benefit. A Participant's 401(k) Account, Rollover
         Account and Safe Harbor Matching Account are fully vested at all times.
         A Participant's Matching Account will become fully vested upon his or
         her:

                  (1)      death while an Employee,

                  (2)      reaching age 65 (which is the normal retirement date
                  under the Plan) while an Employee, or

                  (3)      completing the number of Years of Service required to
                  be fully vested in accordance with Section 7.1(c) or Section
                  7.1(d) as applicable.

         Otherwise, the vested portion of a Participant's Matching Account will
         be determined in accordance with the vesting schedule in Section 7.1(c)
         or Section 7.1(d) as applicable.

         (c)      Vesting Schedule for Participants without an Hour of Service
         after March 31, 2002.

                  (1)      General. The vested percentage of the Matching
                  Contribution Account of a Participant who does not complete
                  one Hour of Service after March 31, 2002 shall be determined
                  in accordance with the following vesting schedule:

<TABLE>
<CAPTION>
                           Full Years of Service        Vested Portion
                           ---------------------        --------------
                           <S>                          <C>

                                less than 3                   0%
                                3                            20%
                                4                            40%
                                5                            60%
                                6                            80%
                                7 or more                   100%
</TABLE>

                  (2)      AMI Operating Partners, L.P. Vesting Schedule. The
                  vested percentage of the portion of a Participant's Account
                  which represents the employer matching account directly
                  transferred to this Plan from the Winegardner & Hammons, Inc.
                  Managed Properties Profit Sharing Plan - AMI Operating
                  Partners as a result of


                                      -17-
<PAGE>

                  the acquisition of AMI Operating Partner, L. P. by Servico,
                  Inc. on May 28, 1998 shall be determined in accordance with
                  the following vesting schedule:

<TABLE>
<CAPTION>
                           Full Years of Service        Vested Portion
                           ---------------------        --------------
                           <S>                          <C>

                                less than 2                   0%
                                2                            20%
                                3                            40%
                                4                            60%
                                5                            80%
                                6 or more                   100%
</TABLE>

         (d)      Vesting Schedule for Participants with an Hour of Service on
         or after April 1, 2002. The vested percentage of the Matching
         Contribution Account of a Participant who completed one Hour of Service
         on or after April 1, 2002 shall be determined in accordance with the
         following vesting schedule:

<TABLE>
<CAPTION>
                           Full Years of Service        Vested Portion
                           ---------------------        --------------
                           <S>                          <C>

                                less than 3                    0%
                                3 or more                    100%
</TABLE>

         (e)      Forfeiture. If a Participant has a severance from employment
         (within the meaning of Code Section 401(k)), the nonvested portion of
         his or her Account will be treated as a Forfeiture after the earlier of
         (1) the occurrence of 5 consecutive Breaks in Service or (2) the date
         his or her Vested Benefit is distributed from the Plan. For this
         purpose, a Participant whose Matching Account has a Vested Benefit of
         zero will be deemed to receive a distribution from the Plan of his or
         her Matching Account when he or she has a severance from employment.

         Forfeitures occurring in a Plan Year will be applied as soon as
         practicable in the following steps: (1) to make the corrective
         contributions and restorations called for under Sections 7.1(f) or 8.7,
         (2) to pay Plan expenses and (3) to offset Matching Contributions and
         Safe Harbor Matching Contributions in accordance with Section 4.1.

         (f)      Reemployment.

                  (1)      Before Forfeiture. If a former Employee is reemployed
                  before the nonvested portion of his or her Account has been
                  treated as a Forfeiture, that nonvested portion will remain a
                  part of his or her Account subject to the vesting rules of
                  this Section 7.1.

                  (2)      After Forfeiture. If a former Employee is reemployed
                  as an Employee before he or she has 5 consecutive Breaks in
                  Service but after the nonvested portion of his or her Account
                  has been treated as a Forfeiture, that nonvested portion will
                  be restored without interest as of the first Valuation Date
                  after his or


                                      -18-
<PAGE>

                  her reemployment if the Employee repays to the Plan the full
                  amount of the distribution attributable to Matching
                  Contributions before the earlier of i) 5 years after the first
                  date on which the Employee is subsequently reemployed by the
                  Employer or ii) the date the Employee incurs 5 consecutive
                  Breaks in Service following the date of the distribution.
                  Restorations will be made first from Forfeitures and then from
                  new contributions by the Participating Employer. If a
                  Participant was not vested in any portion of his or her
                  Matching Account and was deemed to receive a cash out of such
                  Matching Account under Section 7.1(e), the Participant's
                  Matching Account shall be credited with the amount forfeited
                  as of the first Valuation Date after his or her reemployment
                  if he or she has not incurred five consecutive Breaks in
                  Service.

7.2.     Death of Participant. If a Participant dies before receiving payment in
full of his or her Vested Benefit, the remaining balance of that Vested Benefit
will be payable in accordance with Section 8 to his or her Beneficiary,
determined in accordance with the following rules.

         (a)      If the Participant is lawfully married at death, the
         Participant's Beneficiary will be the Participant's surviving spouse,
         except as otherwise provided below.

         (b)      If the Participant is not lawfully married at death or if the
         Participant's surviving spouse consented in writing before a notary
         public to the designation of another person as the Participant's
         Beneficiary (or the Plan Administrator determines that spousal consent
         is not required under the Code or ERISA), the Participant's Beneficiary
         will be the person or persons so designated by a Participant in an
         Election.

         (c)      If paragraphs (a) and (b) do not apply or if no Beneficiary
         designated under those paragraphs survives the Participant or can be
         located (after checking his or her last known mailing address) within
         12 months after the Participant's death, the Participant's Beneficiary
         will be the personal representative of the Participant, provided the
         representative has qualified within 12 months after the Participant's
         death.

         (d)      If paragraphs (a), (b) and (c) do not apply, the Participant's
         Beneficiary will be the Participant's heirs at law (including legally
         adopted children of the deceased Participant) who make their
         whereabouts known to the Plan Administrator within 12 months after the
         Participant's death.

If the Participant designates a Beneficiary in more than one Election, the most
recent valid Election completed and received by the Plan Administrator before
the Participant's death will control.

7.3.     In-Service Withdrawals.

         (a)      Hardship Withdrawals.

                  (1)      General. Subject to the restrictions in Section
                  7.3(a)(5), a Participant who is an Employee may withdraw all
                  or any part of his or her 401(k) Account, and


                                      -19-
<PAGE>

                  Rollover Account for a financial hardship. A hardship
                  withdrawal will be granted if, and to the extent that, the
                  Plan Administrator determines that the withdrawal is
                  "necessary" to satisfy an "immediate and heavy financial need"
                  as determined in accordance with this Section 7.3(a).

                  (2)      Immediate and Heavy Financial Need. An "immediate and
                  heavy financial need" means one or more of the following:

                           (i)      expenses for medical care described in Code
                           Section 213(d) incurred by the Participant or the
                           Participant's spouse or dependents (as defined in
                           Code Section 152) and amounts necessary for those
                           individuals to obtain the medical care,

                           (ii)     the purchase (excluding mortgage payments)
                           of a principal residence for the Participant,

                           (iii)    the payment of room and board, tuition and
                           related educational fees for the next 12 months of
                           post-secondary education for the Participant or the
                           Participant's spouse, children or dependents (as
                           defined in Code Section 152),

                           (iv)     the prevention of the eviction of the
                           Participant from his or her principal residence or
                           the foreclosure on the mortgage of the Participant's
                           principal residence or

                           (v)      any other events that the Internal Revenue
                           Service identifies as a deemed immediate and heavy
                           financial need pursuant to the regulations under Code
                           Section 401(k).

                  (3)      Withdrawal Necessary to Satisfy Need. A hardship
                  withdrawal will be deemed to be "necessary" to satisfy an
                  immediate and heavy financial need only if both of the
                  following conditions are satisfied:

                           (i)      The withdrawal will not exceed the amount of
                           the need and any amounts necessary to pay any
                           federal, state or local income taxes or penalties
                           reasonably anticipated to result from the withdrawal.

                           (ii)     The Participant has obtained all
                           distributions and withdrawals (other than hardship
                           withdrawals) and all nontaxable loans currently
                           available from this Plan and all plans maintained by
                           the Affiliates. However, a Participant will not be
                           required to obtain a loan if the effect of the loan
                           would be to increase the amount of the need.

                  (4)      Suspension of Contributions and Adjusted Limits. If
                  any portion of the hardship withdrawal comes from the
                  Participant's 401(k) Account, for the 6 month period following
                  the date of the withdrawal, the Participant cannot make


                                      -20-
<PAGE>

                  any 401(k) Contributions under this Plan or elective
                  deferrals, employee contributions or catch-up contributions
                  under any other plans maintained by the Affiliates. For this
                  purpose, "other plans" means all qualified and nonqualified
                  plans of deferred compensation, including a stock option,
                  stock purchase or other similar plan, but excluding a health
                  or welfare benefit plan (even if it is part of a cafeteria
                  plan described in Code Section 125). The contribution
                  suspension period shall be twelve (12) months for a hardship
                  withdrawal made prior to January 1, 2002.

                  (5)      Restrictions On Hardship Withdrawals. A Participant's
                  hardship withdrawals are subject to the following
                  restrictions:

                           (i)      Investment gain on 401(k) Contributions made
                           after January 1, 1989 are not available for hardship
                           withdrawals.

                           (ii)     Effective January 1, 2003, a Participant may
                           only make two hardship withdrawals per Plan Year.

                  (6)      Procedures. Any hardship withdrawal Election must be
                  made in writing, describe in detail the nature of the hardship
                  and the amount needed as a result of the hardship and must
                  include any additional information that the Plan Administrator
                  requests consistent with this Section 7.3(a).

                  Finally, the hardship withdrawal rules in this Section 7.3(a)
                  are intended to satisfy the safe harbor requirements in the
                  Code Section 401(k) regulations, and the Plan Administrator
                  has the power to implement written procedures to modify these
                  rules and to adopt additional rules to the extent permissible
                  under those regulations.

                  (7)      Any withdrawal under this subsection 7.3(a) shall not
                  be eligible for a direct rollover under Section 8.3.

         (b)      Age 59 1/2 Withdrawals. A Participant who is an Employee may
         make an Election to withdraw all or any portion of his or her Vested
         Benefit on or after reaching age 59 1/2. A Participant may only make
         one age 59 1/2 withdrawal in a Plan Year.

         (c)      Rollover Account Withdrawals. A Participant who is an Employee
         may make an Election to withdraw all (but not less than all) of his or
         her Rollover Account at any time.

         (d)      Limitations. If at anytime the Plan Administrator imposes
         restrictions on the sale of Lodgian Stock pursuant to Section 5.2, the
         portion of a Participants' Account invested in the Lodgian Stock Fund
         will not be considered in the amount available for withdrawal under
         this Section 7.3. Similarly, any interest in the Lodgian Warrant Funds
         will also be disregarded for in-service withdrawal purposes under this
         Section 7.3 at anytime when the Lodgian Warrants may not be sold or
         exercised. All in-service withdrawals will be made in a cash lump sum.


                                      -21-
<PAGE>

                             ss.8. BENEFIT PAYMENT

8.1.     Methods.

         (a)      General. A Participant's Vested Benefit that becomes payable
         under Section 7 will be paid to the Participant or, in the event of his
         or her death, to his or her Beneficiary in one of the following
         methods, as specified in an Election made by the Participant or
         Beneficiary, as applicable:

                  (1)      a single sum; or

                  (2)      installment distribution consisting of approximately
                  equal annual or more frequent installments over a maximum of
                  10 years, not to exceed the life expectancy of the
                  Participant.

         If an installment option is available, and a Participant makes a valid
         Election to receive installments, the installment rules of Section
         8.1(c) shall apply. Notwithstanding the forgoing, the installment
         distribution option in Section 8.1(a)(2) will be eliminated effective
         February 1, 2004.

         A Participant may elect to receive his or her Vested Benefit in either
         a) cash, b) Lodgian Stock to the extent his or her Account is invested
         in the Lodgian Stock Fund at the time of the distribution, or c) a
         combination of cash and Lodgian Stock, unless distribution in Lodgian
         Stock is not permitted by applicable law. No distribution will be made
         of Lodgian Warrants or the portion of a Participant's Account which is
         invested in the Lodgian Warrant Funds until the Lodgian Warrants are
         sold or exercised and cash is substituted for such Lodgian Warrants in
         the Lodgian Warrant Funds. Distributions of Lodgian Stock may only be
         made in whole shares and cash shall be distributed for partial shares.

         (b)      Automatic Single Sum in Certain Cases. Notwithstanding
         anything to the contrary in this Section 8:

                  (1)      any in-service withdrawals under Section 7.3 will be
                  made in a single sum;

                  (2)      any distribution will be made in cash in a single sum
                  if the value of the Vested Benefit (excluding the value of any
                  Rollover Account) is $5,000 or less.

                  (3)      if a Participant continues to participate in the Plan
                  after being paid in a single sum upon his or her required
                  beginning date (as described in Section 8.2(c)), any
                  additional amounts allocated to the Participant's Account will
                  be paid in a single sum no later than the date required under
                  Code Section 401(a)(9) or the related regulations.


                                      -22-
<PAGE>

         (c)      Installment Rules.

                  (1)      Distributions Beginning Before Death. If the
                  Participant dies after installments have started but before
                  the Vested Benefit has been paid in full, the remaining Vested
                  Benefit will be distributed to his or her Beneficiary in
                  installments at least as rapidly as the installments were
                  being distributed to the Participant at his or her death.

                  (2)      Distributions Beginning After Death. The following
                  rules apply if the Participant dies before distribution of his
                  or her Vested Benefit has started:

                           (i)      For installments payable to the
                           Participant's surviving spouse, the installment
                           period may not exceed the spouse's life expectancy.

                           (ii)     For installments payable to a Beneficiary
                           who is not the Participant's spouse, the installment
                           period may not exceed the period ending on December
                           31 of the calendar year containing the fifth
                           anniversary of the date of the Participant's death.

                  (3)      Life Expectancy. A Participant's life expectancy and
                  the life expectancy of the Participant's Beneficiary or spouse
                  will be calculated in accordance with the tables under Code
                  Section 72. Life expectancies will not be recalculated.

                  (4)      Acceleration. The remaining Vested Benefit will be
                  paid in a single sum if this Plan is terminated or if the
                  Participant (or, in the event of his or her death, his or her
                  Beneficiary) so requests.

         (d)      Limitations. If at anytime the Plan Administrator imposes
         restrictions on investments in the Lodgian Stock Fund pursuant to
         Section 5.2, the portion of a Participant's Account invested in the
         Lodgian Stock Fund will not be considered in the amount available for a
         distribution under this Section 8.1. Similarly, any interest in the
         Lodgian Warrant Funds will not be available for distribution until the
         Lodgian Warrants have been sold or exercised as provided herein.

         (e)      Minimum Distribution Rule.

                  (1)      Effective Date. The provisions of this Section 8.1(e)
                  will apply for purposes of determining required minimum
                  distributions for calendar years beginning with the 2003
                  calendar year.

                           (i)      Precedence. The requirements of this Section
                           8.1(e) will take precedence over any inconsistent
                           provisions of the Plan. However, the only benefit
                           payment options available from the Plan are contained
                           in Section 8.1(a). This Section 8.1(e) does not
                           provide for any benefit payment options that are not
                           provided for in Section 8.1(a).


                                      -23-
<PAGE>

                           (ii)     Requirements of Treasury Regulations
                           Incorporated. All distributions required under this
                           Section 8.1(e) will be determined and made in
                           accordance with the Treasury regulations under Code
                           Section 401(a)(9).

                           (iii)    TEFRA Section 242(b)(2) Elections.
                           Notwithstanding the other provisions of this Section
                           8.1(e), distributions may be made under a designation
                           made before January 1, 1984, in accordance with
                           Section 242(b)(2) of the Tax Equity and Fiscal
                           Responsibility Act (TEFRA) and the provisions of the
                           Plan that relate to section 242(b)(2) of TEFRA.

         (2)      Time and Manner of Distribution.

                  (i)      Required Beginning Date. The Participant's entire
                  interest will be distributed, or begin to be distributed, to
                  the Participant no later than the Participant's Required
                  Beginning Date as defined in Section 8.2(c).

                  (ii)     Death of Participant Before Distributions Begin. If
                  the Participant dies before distributions begin, the
                  Participant's entire interest will be distributed, or begin to
                  be distributed, no later than as follows:

                           (A)      If the Participant's surviving spouse is the
                                    Participant's sole designated Beneficiary,
                                    then, if the Vested Benefit is payable to
                                    the spouse in installments, distributions to
                                    the surviving spouse will begin by December
                                    31 of the calendar year immediately
                                    following the calendar year in which the
                                    Participant died, or by December 31 of the
                                    calendar year in which the Participant would
                                    have attained age 70-1/2, if later.

                           (B)      If the Participant's surviving spouse is not
                                    the Participant's sole designated
                                    Beneficiary, distributions to the designated
                                    Beneficiary will begin by December 31 of the
                                    calendar year immediately following the
                                    calendar year in which the Participant died.
                                    Alternatively, distribution to the
                                    designated Beneficiary is not required to
                                    begin by the date specified above, if the
                                    Participant's entire vested interest will be
                                    distributed to the designated Beneficiary by
                                    the December 31 of the calendar year
                                    containing the fifth anniversary of the
                                    Participant's death.

                           (C)      If there is no designated beneficiary as of
                                    September 30 of the year following the year
                                    of the Participant's death, the
                                    Participant's entire interest will be
                                    distributed by December 31 of the calendar
                                    year containing the fifth anniversary of the
                                    Participant's death.


                                      -24-
<PAGE>

                           (D)      If the Participant's surviving spouse is the
                                    Participant's sole designated Beneficiary
                                    and the surviving spouse dies after the
                                    Participant but before distributions to the
                                    surviving spouse begin, this Section
                                    8.1(e)(2), other than Section
                                    8.1(e)(2)(ii)(A), will apply as if the
                                    surviving spouse were the Participant.

                  For purposes of this Section 8.1(e)(2) and Section 8.1(e)(4),
                  unless Section 8.1(e)(2)(ii)(D) applies, distributions are
                  considered to begin on the Participant's Required Beginning
                  Date. If Section 8.1(e)(2)(ii)(D) applies, distributions are
                  considered to begin on the date distributions are required to
                  begin to the surviving spouse under Section 8.1(e)(2)(ii)(A).

                  (iii)    Forms of Distribution. Unless the Participant's
                  interest is distributed in the form of a single sum on or
                  before the Required Beginning Date, as of the first
                  distribution calendar year distributions will be made in
                  accordance with Section 8.1(e)(3) and (4).

         (3)      Required Minimum Distributions During Participant's Lifetime.

                  (i)      Amount of Required Minimum Distribution For Each
                  Distribution Calendar Year. During the Participant's lifetime,
                  the minimum amount that will be distributed for each
                  distribution calendar year is the lesser of:

                           (A)      the quotient obtained by dividing the
                                    Participant's Account balance by the
                                    distribution period in the Uniform Lifetime
                                    Table set forth in Treasury Regulation
                                    1.401(a)(9)-9, using the Participant's age
                                    as of the Participant's birthday in the
                                    distribution calendar year; or

                           (B)      if the Participant's sole designated
                                    Beneficiary for the distribution calendar
                                    year is the Participant's spouse, the
                                    quotient obtained by dividing the
                                    Participant's Account balance by the number
                                    in the Joint and Last Survivor Table set
                                    forth in Treasury Regulation 1.401(a)(9)-9
                                    using the Participant's and spouse's
                                    attained ages as of the Participant's and
                                    spouse's birthdays in the distribution
                                    calendar year.

                  Required minimum distributions will be determined under this
                  Section 8.1(e)(3) beginning with the first distribution
                  calendar year and up to and including the distribution
                  calendar year that includes the Participant's date of death.


                                      -25-
<PAGE>

         (4)      Required Minimum Distributions After Participant's Death.

                  (i)      Death On or After Date Distributions Begin.

                           (A)      Participant Survived by Designated
                                    Beneficiary. If the Participant dies on or
                                    after the date distributions begin and there
                                    is a designated Beneficiary, the minimum
                                    amount that will be distributed for each
                                    distribution calendar year after the year of
                                    the Participant's death is the quotient
                                    obtained by dividing the Participant's
                                    Account balance by the longer of the
                                    remaining life expectancy of the Participant
                                    or the remaining life expectancy of the
                                    Participant's designated Beneficiary,
                                    determined as follows:

                                    (1)      The Participant's remaining life
                                             expectancy is calculated using the
                                             age of the Participant in the year
                                             of death, reduced by one for each
                                             subsequent year.

                                    (2)      If the Participant's surviving
                                             spouse is the Participant's sole
                                             designated Beneficiary, the
                                             remaining life expectancy of the
                                             surviving spouse is calculated for
                                             each distribution calendar year
                                             after the year of the Participant's
                                             death using the surviving spouse's
                                             age as of the spouse's birthday in
                                             that year. For distribution
                                             calendar years after the year of
                                             the surviving spouse's death, the
                                             remaining life expectancy of the
                                             surviving spouse is calculated
                                             using the age of the surviving
                                             spouse as of the spouse's birthday
                                             in the calendar year of the
                                             spouse's death, reduced by one for
                                             each subsequent calendar year.

                                    (3)      If the Participant's surviving
                                             spouse is not the Participant's
                                             sole designated Beneficiary, the
                                             designated Beneficiary's remaining
                                             life expectancy is calculated using
                                             the age of the Beneficiary in the
                                             year following the year of the
                                             Participant's death, reduced by one
                                             for each subsequent year.

                           (B)      No Designated Beneficiary. If the
                                    Participant dies on or after the date
                                    distributions begin and there is no
                                    designated Beneficiary as of September 30 of
                                    the year after the year of the Participant's
                                    death, the minimum amount that will be
                                    distributed for each distribution calendar
                                    year after the year of the Participant's
                                    death is the quotient obtained by


                                      -26-
<PAGE>

                                    dividing the Participant's Account balance
                                    by the Participant's remaining life
                                    expectancy calculated using the age of the
                                    Participant in the year of death, reduced by
                                    one for each subsequent year.

                           (ii)     Death before Date Distributions Begin.

                                    (A)      Participant Survived by Designated
                                             Beneficiary. If the Participant
                                             dies before the date distributions
                                             begin and there is a designated
                                             Beneficiary, the minimum amount
                                             that will be distributed for each
                                             distribution calendar year after
                                             the year of the Participant's death
                                             is the quotient obtained by
                                             dividing the Participant's Account
                                             balance by the remaining life
                                             expectancy of the Participant's
                                             designated Beneficiary, determined
                                             as provided in Section
                                             8.1(e)(4)(i).

                                    (B)      No Designated Beneficiary. If the
                                             Participant dies before the date
                                             distributions begin and there is no
                                             designated Beneficiary as of
                                             September 30 of the year following
                                             the year of the Participant's
                                             death, distribution of the
                                             Participant's entire interest will
                                             be completed by December 31 of the
                                             calendar year containing the fifth
                                             anniversary of the Participant's
                                             death.

                                    (C)      Death of Surviving Spouse Before
                                             Distributions to Surviving Spouse
                                             Are Required to Begin. If the
                                             Participant dies before the date
                                             distributions begin, the
                                             Participant's surviving spouse is
                                             the Participant's sole designated
                                             Beneficiary, and the surviving
                                             spouse dies before distributions
                                             are required to begin to the
                                             surviving spouse under Section
                                             8.1(e)(2)(ii)(A), this Section
                                             8.1(e)(4) will apply as if the
                                             surviving spouse were the
                                             Participant.

         (5)      Definitions.

                  (i)      Designated Beneficiary. The individual who is
                  designated as the Beneficiary under Section 1.3 and is the
                  designated Beneficiary under Code Section 401(a)(9) and
                  Treasury Regulation 1.401(a)(9)-4, Q&A-1.

                  (ii)     Distribution Calendar Year. A calendar year for which
                  a minimum distribution is required. For distributions
                  beginning before the Participant's death, the first
                  distribution calendar year is the calendar year immediately
                  preceding the calendar year which contains the Participant's
                  Required Beginning Date. For distributions beginning after the
                  Participant's death, the first distribution calendar year is
                  the calendar year in which distributions are required to begin
                  under Section 8.1(e)(2)(ii). The


                                      -27-
<PAGE>

                  required minimum distribution for the Participant's first
                  distribution calendar year will be made on or before the
                  Participant's Required Beginning Date. The required minimum
                  distribution for other distribution calendar years, including
                  the required minimum distribution for the distribution
                  calendar year in which the Participant's Required Beginning
                  Date occurs, will be made on or before December 31 of that
                  distribution calendar year.

                  (iii)    Life Expectancy. Life expectancy as computed by use
                  of the Single Life Table in Treasury Regulation 1.401(a)(9)-9.

                  (iv)     Participant's Account Balance. The Account balance as
                  of the last valuation date in the calendar year immediately
                  preceding the distribution calendar year (valuation calendar
                  year) increased by the amount of any contributions made and
                  allocated or forfeitures allocated to the account balance as
                  of dates in the valuation calendar year after the valuation
                  date and decreased by distributions made in the valuation
                  calendar year after the valuation date. The Account balance
                  for the valuation calendar year includes any amounts rolled
                  over or transferred to the Plan either in the valuation
                  calendar year or in the distribution calendar year if
                  distributed or transferred in the valuation calendar year.

         (6)      Required Beginning Date. The date specified in Section 8.2(c).

8.2.     Timing.

         (a)      General. A Participant's Vested Benefit will become payable as
         soon as practicable after the occurrence of an event described in
         Section 7. As a general rule, a Participant's Vested Benefit will be
         paid to him or her as soon as practicable after he or she has a
         severance from service, subject to the following:

                  (1)      The Participant's consent to payment will not be
                  required if the value of the Vested Benefit (excluding the
                  value of any Rollover Account) is $5,000 or less.

                  (2)      No payment will be made without the Participant's
                  consent before the Participant's required beginning date (as
                  described in Section 8.2(c)) if the value of the Vested
                  Benefit (excluding the value of any Rollover Account) exceeds
                  $5,000.

         (b)      Deferral of Payment. Unless the Participant elects otherwise,
         payment of a Participant's Vested Benefit will not be delayed beyond
         the 60th day after the close of the Plan Year in which the latest of
         the following events occurs:

                  (1)      the date on which the Participant attains age 65
                  (which is the normal retirement date under the Plan);


                                      -28-
<PAGE>

                  (2)      the tenth anniversary of the Participant's
                  participation in the Plan; and

                  (3)      the date the Participant separates from service.

         However, unless he or she consents to an earlier distribution, the
         Participant will be deemed to have elected to defer payment of his or
         her Vested Benefit (which deemed election will be in lieu of a written
         election described in Treasury Regulation Section 1.401(a)-14) until
         the Participant's death or until the Participant's required beginning
         date (as described in Section 8.2(c)), whichever comes first.

         (c)      Participant's Required Beginning Date. Notwithstanding the
         foregoing, payment of a Participant's Vested Benefit will be made (or
         commence) to the Participant no later than April 1 of the calendar year
         following the calendar year in which he or she (1) reaches age 70 1/2
         or (2) for a Participant who is not a 5% owner (as defined in Code
         Section 416), terminates employment, whichever is later.

         (d)      Beneficiary. A deceased Participant's Vested Benefit will
         become payable to his or her Beneficiary as soon as practicable after
         the Plan Administrator determines that the person has an interest in
         the Vested Benefit. A distribution generally must be completed by
         December 31 of the calendar year containing the fifth anniversary of
         the Participant's death. However, if the Vested Benefit is payable to
         the Participant's spouse in installments, distribution must begin no
         later than December 31 of the calendar year (1) in which the
         Participant would have reached age 70 1/2, or (2) containing the first
         anniversary of the Participant's death, whichever is later.

8.3.     Direct Rollover. Notwithstanding any provision of this Plan to the
contrary that would otherwise limit a distributee's election under this Section
8, a distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the distributee in a direct
rollover.

         (a)      Eligible Rollover Distribution. An eligible rollover
         distribution is any distribution or withdrawal of all or any portion of
         the balance to the credit of the distributee, except that an eligible
         rollover distribution does not include (1) any payment that is one of a
         series of substantially equal periodic payments (not less frequently
         than annually) made for the life (or life expectancy) of the
         distributee or the joint lives (or joint life expectancies) of the
         distributee and the distributee's designated beneficiary or for a
         specified period of ten years or more; (2) any payment to the extent it
         is required under Code Section 401(a)(9); and (3) the portion of any
         payment that is not includible in gross income (determined without
         regard to the exclusion for net unrealized appreciation with respect to
         employer securities). Any amount that is distributed on account of
         hardship shall not be an eligible rollover distribution and the
         distributee may not elect to have any portion of such a distribution
         paid directly to an eligible retirement plan. A portion of a
         distribution shall not fail to be an eligible rollover distribution
         merely because the portion consists of after-tax employee contributions
         which are not includible in gross income. However, such portion may be
         transferred only to an individual retirement account or


                                      -29-
<PAGE>

         annuity described in Code Sections 408(a) or (b), or to a qualified
         defined contribution plan described in Code Sections 401(a) or 403(a)
         that agrees to separately account for amounts so transferred, including
         separately accounting for the portion of such distribution which is
         includible in gross income and the portion of such distribution which
         is not so includible.

         (b)      Eligible Retirement Plan. An eligible retirement plan is (1)
         an individual retirement account described in Code Section 408(a), (2)
         an individual retirement annuity described in Code Section 408(b), (3)
         an annuity plan described in Code Section 403(a), (4) a qualified trust
         described in Code Section 401(a), (5) an annuity contract described in
         Code Section 403(b) and (6) an eligible plan under Code Section 457(b)
         which is maintained by a state, political subdivision of a state, or
         any agency or instrumentality of a state or political subdivision of a
         state and which agrees to separately account for amounts transferred
         into such plan from this Plan. The definition of eligible retirement
         plan shall also apply in the case of a distribution to a surviving
         spouse, or to a spouse or former spouse who is the alternate payee
         under a qualified domestic relation order, as defined in Code Section
         414(p).

         (c)      Distributee. A distributee includes an employee or former
         employee. In addition, the employee's or former employee's surviving
         spouse and the employee's or former employee's spouse or former spouse
         who is the alternate payee under a qualified domestic relations order,
         as defined in Code Section 414(p), are distributees with regard to the
         interest of the spouse or former spouse.

         (d)      Direct Rollover. A direct rollover is a payment by the Plan to
         the eligible retirement plan specified by the distributee.
         Notwithstanding the foregoing, a hardship withdrawal under Section 7.3
         shall not be treated as an eligible rollover distribution.

8.4.     Claim for Benefit. A Participant or Beneficiary may be required to
complete and file a claim for a benefit in an Election as a condition to payment
of that benefit. All claims will be processed in accordance with the claims
procedure in the summary plan description for this Plan. Any payment to a
Participant or Beneficiary (or to their legal representative or heirs-at-law)
made in accordance with the provisions of this Plan will to the extent of that
payment be in full satisfaction of all claims under this Plan against the
Trustee, the Plan Administrator and each Participating Employer, any of whom may
require that person (or his or her legal representative or heirs-at-law), as a
condition precedent to that payment, to execute a receipt and release in a form
acceptable to the Trustee, Plan Administrator or Participating Employer, as the
case may be.

8.5.     No Estoppel of Plan. No person is entitled to any benefit under this
Plan except and to the extent expressly provided under this Plan. The fact that
payments have been made from this Plan in connection with any claim for benefits
under this Plan does not (a) establish the validity of the claim, (b) provide
any right to have the benefits continue for any period of time or (c) prevent
this Plan from recovering the benefits paid to the extent that the Plan
Administrator determines that there was no right to payment of the benefits
under this Plan.

Thus, if a benefit is paid to a person under this Plan and thereafter the Plan
Administrator determines that the benefit should not have been paid (whether or
not attributable to an error by


                                      -30-
<PAGE>

that person, the Plan Administrator or any other person), the Plan Administrator
may take any action it deems necessary or appropriate to correct the
overpayment, including without limitation by (1) deducting the amount of any
overpayment previously made to or on behalf of that person from any succeeding
payments to or on behalf of that person under this Plan or from any amounts due
or owing to that person by any Affiliate or under any other plan, program or
arrangement benefiting the employees or former employees of any Affiliate or (2)
otherwise recovering the overpayment from the person who benefited from it.

If the Plan Administrator determines that an underpayment of benefits has been
made, the Plan Administrator will take any action it deems necessary or
appropriate to correct the underpayment. However, in no event will interest be
paid on the amount of the underpayment other than the investment gain or loss
credited to the Account pending payment.

8.6.     Legally Incompetent. At the discretion of the Plan Administrator
payments may be made (a) directly to an incompetent or disabled person, whether
because of minority or mental or physical disability, (b) to an individual
appointed by a court of competent jurisdiction as the guardian or custodian of
that incompetent or disabled person or (3) to any person designated or
authorized under any state statute to receive payments on behalf of that
incompetent or disabled person, without further liability on the part of a
Participating Employer, the Plan Administrator or the Trustee for the amount of
the payments to the person on whose account the payment is made.

8.7.     Missing Person. If a benefit is required to be paid under this Plan but
the Plan Administrator is unable to locate (in accordance with reasonable
procedures established for this purpose) the individual to whom payment is to be
made, that individual's benefit will be treated as a Forfeiture as of the date
determined by the Plan Administrator but no earlier than the last day of the
Plan Year that includes the second anniversary of the date that benefit first
became payable. However, the amount forfeited will be paid (from Forfeitures or
from additional Participating Employer contributions) to the missing individual
if he or she files a proper claim for the benefit while this Plan remains in
effect. If the Plan Administrator is unable to locate a Participant or any
Beneficiary for an Account and this Plan is terminated before the Account
becomes a Forfeiture under this Section 8.7, those persons will be presumed dead
upon the Plan's termination and the Account will be applied thereafter to pay
administrative expenses of the Plan and Trust Fund.

8.8.     Other Payment Rules.

         (a)      Withholding Obligations. The amount of any payment from an
         Account under this Plan will be reduced as necessary or appropriate to
         satisfy any applicable tax withholding requirements with respect to the
         payment.

         (b)      Waiver of Notices. A Participant or Beneficiary may waive the
         notice period under Code Sections 401(a)(31), 402(f) or 411(a)(11).


                                      -31-
<PAGE>

         (c)      Account Balance. A payment or Forfeiture from an Account may
         be delayed pending completion of allocations to the Account if
         necessary to avoid underpayment or overpayment.

         (d)      Order of Withdrawal. Unless otherwise expressly set forth in
         this Plan, any payment of less than the Participant's entire Vested
         Benefit will be deducted from the subaccounts in a Participant's
         Account and the investment funds in which the subaccount is invested in
         accordance with procedures established by the Plan Administrator.

         (e)      Reemployment. Except for required distributions under Section
         8.2(c) or in-service withdrawals under Section 7.3, no payment will be
         made to a Participant under this Section 8 after he or she is
         reemployed as an Employee.

                   ss.9. NAMED FIDUCIARIES AND ADMINISTRATION

9.1.     Named Fiduciaries. The Plan Sponsor and the Plan Administrator are the
named fiduciaries responsible for the control, management and administration of
this Plan. Any power or responsibility for the control, management or
administration of this Plan that is not expressly assigned to a named fiduciary
under the Plan, or with respect to which the proper assignment is in doubt, will
be deemed to have been assigned to the Plan Sponsor. One named fiduciary will
have no responsibility to inquire into the acts and omissions of the other named
fiduciary in exercising its powers or discharging its responsibilities under
this Plan.

A named fiduciary, by written instrument filed by the Plan Administrator with
the records of the Plan, may designate a person who is not a named fiduciary to
carry out any of its responsibilities under this Plan. A named fiduciary or a
person designated to perform any responsibility of a named fiduciary pursuant to
the procedure described in this Section 9.1 may employ one or more persons to
render advice with respect to any responsibility assigned to the named fiduciary
or allocated to that person under this Plan. Any person (including a member of a
committee which is a Plan Administrator) may serve in more than one fiduciary
capacity under this Plan, and a fiduciary may be a Participant if he or she
otherwise satisfies the Plan's participation requirements.

9.2.     Plan Administrator Appointment and Term of Office. If the Plan
Administrator is a committee (the "Committee"), the Committee will (except on a
temporary basis) consist of not less than three persons. The Committee members
will be appointed by the Board and will serve without compensation. The Board
has the right to remove any Committee member at any time, and a member may
resign at any time by written resignation to the Board. The Board may fill by
appointment any vacancy in the membership of the Committee.

9.3.     Organization of Plan Administrator. If the Plan Administrator is a
Committee, the Committee members may allocate among themselves by mutual consent
specific Plan Administrator responsibilities and functions for the operation and
administration of this Plan, provided that allocation is reported in the records
of the Committee. The Committee will act by majority vote. The Committee may
appoint agents or advisors to perform any functions it deems


                                      -32-
<PAGE>

necessary and helpful to the effective performance of its duties and the duties
of the individual Committee members. The compensation of those agents or
advisors will be fixed by the Committee within limits set by the Board and will
constitute an expense of the Plan.

9.4.     Plan Administrator Powers and Duties.

         (a)      General. Except to the extent expressly reserved under this
         Plan to the Plan Sponsor, the Plan Administrator (or the Committee in
         the case of an appointment of a committee) has the exclusive
         responsibility and complete discretionary authority to control the
         operation, management and administration of this Plan, with all powers
         necessary to enable it properly to carry out those responsibilities,
         including (but not limited to) the power to construe this Plan, to
         determine eligibility for benefits, to settle disputed claims and to
         resolve all administrative, interpretive, operational, equitable and
         other questions that arise under this Plan. The decisions of the Plan
         Administrator on all matters within the scope of its authority will be
         final and binding. To the extent a discretionary power or
         responsibility under this Plan is expressly assigned to a person other
         than the Plan Administrator, that person will have complete
         discretionary authority to carry out that power or responsibility and
         that person's decisions on all matters within the scope of that
         person's authority will be final and binding.

         (b)      Liquidity Requirements. The Plan Administrator will be
         responsible for determining the funding policy for the Plan, including
         any anticipated liquidity requirements and for communicating that
         policy to the Trustee when it deems appropriate.

         (c)      Records. All Plan records will be maintained by or at the
         direction of the Plan Administrator.

         (d)      Information from Others. The Plan Administrator, the Committee
         members, Participating Employers and their officers, directors,
         employees and agents will be entitled to rely upon all information and
         data in any certificate, report or other material prepared by any
         actuary, accountant, attorney, consultant or advisor selected by the
         Plan Administrator to perform services on behalf of this Plan. All
         action taken or omitted in good faith in reliance upon the advice or
         opinion of any of those persons will be conclusive upon all persons
         interested in this Plan.

9.5.     Indemnification. To the extent that the Plan Administrator or a member
of the Committee is not protected and held harmless by or through insurance, and
to the extent permissible under ERISA and any other applicable law, the Plan
Sponsor will indemnify the Plan Administrator and Committee members from and
against any liability, assessment, loss, expense or other cost, of any kind or
description whatsoever, including legal fees and expenses, actually incurred by
the member on account of any action or proceeding, actual or threatened, that
arises as a result of his or her being the Plan Administrator or a member of the
Committee.


                                      -33-
<PAGE>

9.6.     Reporting and Disclosure. The Plan Administrator will be responsible
for satisfying any applicable reporting and disclosure requirement under federal
or state law with respect to this Plan.

                     ss.10. DUTIES AND AUTHORITY OF TRUSTEE

The Trust Fund will be held, administered, controlled and invested by the
Trustee subject to the terms of the Trust Agreement for the exclusive benefit of
Participants and Beneficiaries.

                                 ss.11. LOANS.

11.1.    Administration. The Plan Administrator will be the named fiduciary
responsible for the administration of the loan program under this Plan. The Plan
Administrator will establish objective nondiscriminatory written procedures for
the loan program in compliance with Section 2550.408b-1 of the Department of
Labor regulations. Those procedures and any amendments to those procedures, to
the extent not inconsistent with the terms of this Plan, are incorporated by
this reference as part of this Plan.

11.2.    Statutory Requirements.

         (a)      General. All loans made under this Plan will comply with the
         following requirements under ERISA Section 408(b)(1):

                  (1)      Loans will be made available to Participants and
                  Beneficiaries who are eligible for a loan on a reasonably
                  equivalent basis.

                  (2)      Loans will not be made available to Highly
                  Compensated Employees in an amount greater than the amount
                  made available to other Employees.

                  (3)      Loans will be made in accordance with specific
                  provisions regarding loans set forth in this Plan and the
                  written loan procedures described above.

                  (4)      Loans will bear a reasonable rate of interest.

                  (5)      Loans will be adequately secured by 1/2 of the
                  Participant's Vested Benefit or, if less, the amount of the
                  outstanding loan principal balance.

         (b)      Repayments. Principal and interest on the loan must be repaid
         in substantially level installments with payments not less frequently
         than quarterly over a period of 5 years or less, unless such loan is
         used to acquire the principal residence of the Participant, then over a
         period of 10 years. The Plan Administrator may establish other payment
         rules, including rules regarding a grace period and suspension of
         payments during unpaid leaves of absence, in the written loan
         procedures.

         (c)      Limitations on Amounts. The principal amount of a loan made
         under this Plan to a Participant or Beneficiary, together with the
         outstanding principal amount of any loan


                                      -34-
<PAGE>

         made under any plan maintained by an Affiliate that satisfies the
         requirements of Code Sections 401 or 403, may not exceed the lesser of

                  (1)      50% of that person's Vested Benefit at the time the
                           loan is made, or

                  (2)      $50,000, reduced by the excess (if any) of

                           (A)      the highest outstanding balance of any
                           previous loans from this Plan and any other plan
                           maintained by an Affiliate during the one-year period
                           ending immediately before the date on which the
                           current loan is made over

                           (B)      the outstanding balance of the previous
                           loans on the date on which the current loan is made.

                  (3)      If at anytime the Plan Administrator imposes
                  restrictions on investments in the Lodgian Stock Fund pursuant
                  to Section 5.2, the portion of a Participants' Account
                  invested in the Lodgian Stock Fund will not be considered in
                  the amount available for a loan under this Section 11.
                  Similarly, any interest in the Lodgian Warrant Funds will also
                  be disregarded for purposes of determining the amount
                  available for a loan unless such amount consists solely of
                  cash.

         The Plan Administrator may establish other loan limits, including
         minimum loan amounts and rules regarding the subaccounts from which a
         loan may be made, in the written loan procedures.

11.3.    Distribution and Default. The Vested Benefit actually payable to an
individual who has an outstanding loan will be determined by reducing the Vested
Benefit by the amount of the security interest in the Account (if any).
Notwithstanding anything to the contrary in this Plan or in the written loan
procedures described above, in the event of default, foreclosure on the note and
execution of the security interest in an Account will not occur until a
distributable event occurs under this Plan and interest will continue to accrue
only to the extent permissible under applicable law.

11.4.    USERRA. Loan repayments will be suspended under this Plan as permitted
under Section 414(u) of the Internal Revenue Code.

                        ss.12. AMENDMENT AND TERMINATION

12.1.    Amendment. The Plan Sponsor on behalf of all Participating Employers
has the right to amend this Plan in any respect whatsoever and at any time by
action of the Board, or a committee of the Board to which such authority has
been delegated. An officer of the Plan Sponsor has the right to amend the Plan
if such amendment is to comply with law. No amendment will be made that (unless
otherwise permissible under applicable law) would (a) divert any of the assets
of the Trust Fund to any purpose other than the exclusive benefit of


                                      -35-
<PAGE>

Participants and Beneficiaries, (b) eliminate or reduce an optional form of
benefit, except as permitted by law or (c) decrease a Participant's accrued
benefit under the Plan. However, this Plan may be amended retroactively to
affect the Accounts maintained for any person if necessary to cause this Plan
and the Trust Fund to be exempt from income taxes under the Code.

12.2.    Termination. The Plan Sponsor expects this Plan to be continued
indefinitely but, of necessity, it reserves the right to terminate or to
partially terminate this Plan or to permanently discontinue contributions to
this Plan at any time by action of the Board. Each other Participating Employer
will have the right by action of its Board of Directors to terminate or to
partially terminate its participation in this Plan or to permanently discontinue
its contributions to this Plan. In the case of any termination of or permanent
discontinuance of contributions to this Plan, the Account of each affected
Participant who is an Employee as of its effective date will become fully
vested. Further, the Plan Administrator will, where appropriate, direct (1) the
allocation of unallocated amounts to the Accounts of affected individuals, (2)
distributions from those Accounts in accordance with procedures established by
the Plan Administrator consistent with Code Section 401(k), (3) any action
necessary to implement the missing person provisions under Section 8.7 and (4)
the return of any Trust Fund assets attributable to a Code Section 415 suspense
account in accordance with Section 13.5.

                             ss. 13. MISCELLANEOUS

13.1.    Headings and Construction. The headings and subheadings in this Plan
have been inserted for convenience of reference only and are to be ignored in
construction of the provisions of this Plan. All references to sections and to
subsections are to sections and subsections of this Plan unless otherwise
indicated. Where appropriate, the singular should be read as the plural and the
plural as the singular. Any reference to a statute also includes any successor
statute and, if any amendment renumbers a section of a statute referred to in
this Plan, that reference automatically will become a reference to that section
as renumbered. This Plan is to be construed in accordance with the laws of the
State of Georgia to the extent that those laws are not preempted by federal law.
This Plan does not, and should not be construed to, grant any rights or
privileges to Participants or Beneficiaries in addition to those minimum rights
and privileges required under the Code and ERISA.

13.2.    Nontransferability. Except to the extent permitted by law and subject
to Section 13.7, no Account, benefit, payment or distribution under this Plan
will be subject to the claim of, or legal process by, any creditor of a
Participant or Beneficiary, and no Participant or Beneficiary will have any
right to alienate, commute, anticipate or assign all or any portion of his or
her Account, benefit, payment or distribution under this Plan.

13.3.    Benefits Supported Only by Trust Fund. Any person having any claim for
any benefit under this Plan must look solely to the assets of the Trust Fund for
satisfaction of that claim. In no event will a Participating Employer, the Plan
Administrator, the Trustee or any of their employees, officers, directors or
agents be liable in their individual capacities to any person whomsoever for the
payment of benefits under the provisions of this Plan.


                                      -36-
<PAGE>

13.4.    Nondiscrimination. The Plan Administrator, will administer this Plan in
a uniform and consistent manner with respect to all similarly situated
Participants and Beneficiaries and will not permit discrimination in favor of
highly compensated employees that would be prohibited under Code Section 401(a).

13.5.    Nonreversion. No part of the Trust Fund will ever be used for or be
diverted to purposes other than for the exclusive benefit of Participants and
Beneficiaries except that, upon direction of the Plan Administrator, the Trustee
will return contributions to a Participating Employer in the following
circumstances, to the extent permitted by the Code and ERISA:

         (a)      a contribution made by a mistake of fact will be returned,
         provided the return is made within one year after the payment of the
         contribution;

         (b)      a nondeductible contribution will be returned, provided the
         return is made within one year after the Internal Revenue Service
         denies the deduction for the contribution, all Plan contributions being
         made expressly on the condition that the contributions are deductible
         in full for federal income tax purposes; and

         (c)      any amount held in a Code Section 415 suspense account (as
         described in Section 6.2(d)) that cannot be allocated upon the
         termination of this Plan will be returned.

13.6.    Merger, Consolidation or Similar Transaction.

         (a)      General. In the case of any merger or consolidation of this
         Plan with, or transfer of assets or liabilities of this Plan to, any
         other employee benefit plan, each person for whom an Account is
         maintained will be entitled to receive a benefit from this Plan or the
         other plan, as applicable, if it is then terminated, that is equal to
         or greater than the benefit he or she would have been entitled to
         receive immediately before the merger, consolidation or transfer, if
         this Plan had then been terminated.

         (b)      Authorization. The Plan Administrator may authorize the
         Trustee to accept a transfer of assets from or to transfer Trust Fund
         assets to the trustee, custodian or insurance company holding assets of
         any other plan that satisfies the requirements of Code Section 401(a),
         in connection with a merger or consolidation with or other transfer of
         assets to or from that plan, provided that (1) the transfer will not
         affect the qualification of this Plan under Code Section 401(a) and (2)
         the assets to be transferred are acceptable to the Trustee.

         (c)      No Annuities. No assets may be transferred directly to this
         Plan from a plan described in Code Section 401(a)(11)(B) that is
         subject to the survivor annuity requirements in Code Section 417,
         unless the transfer meets the requirements of Code Section 414(l) and
         the person for whom the transfer is made has made an elective transfer
         that satisfies the requirements in Q&A-3(b) of Treas. Reg. Section
         1.411(d)-4.

13.7.    Qualified Domestic Relations Order. In accordance with uniform and
nondiscriminatory procedures established by the Plan Administrator from time to
time, the Plan Administrator will,


                                      -37-
<PAGE>

upon the receipt of a domestic relations order that seeks to require the
distribution of a Participant's Account in whole or in part to an alternate
payee (as defined in Code Section 414(p)(8)),

         (a)      promptly notify the Participant and alternate payee of the
         receipt of the order and of the procedure that the Plan Administrator
         will follow to determine whether the order constitutes a qualified
         domestic relations order (within the meaning of Code Section 414(p));

         (b)      determine whether the order constitutes a qualified domestic
         relations order, notify the Participant and the alternate payee of the
         results of its determination and, if the Plan Administrator determines
         that the order does constitute a qualified domestic relations order;

         (c)      transfer any amounts that the Plan Administrator determines
         necessary or appropriate from the Participant's Account to a special
         account for the alternate payee; and

         (d)      make any distributions to the alternate payee from the special
         account that the Plan Administrator deems called for under the terms of
         the order in accordance with Code Section 414(p).

Unless otherwise provided in the order, an alternate payee's special account
shall be distributed as soon as practicable after the account has been
established in a lump sum, without regard to whether a distribution would be
permissible at that time to a Participant under the terms of this Plan. Unless
otherwise provided in the order, if an alternate payee dies before his or her
special account is paid in full, the balance in the account will be paid to the
person designated by the alternate payee as his or her Beneficiary or, if no
Beneficiary designation is made, to the alternate payee's estate.

13.8.    Top Heavy Plan.

         (a)      Determination of Top-Heavy Status. This section shall apply
         for purposes of determining whether the Plan is a top-heavy plan under
         Code Section 416(g) and whether the Plan satisfies the minimum benefits
         requirements of Code Section 416(c) for Plan Years beginning on or
         after January 1, 2002. If, as of the last day of any such Plan Year
         ("determination date"), the sum of the present value of the accrued
         benefits of key employees (as defined below) exceeds 60% of the sum of
         the present value of the accrued benefits of all employees as of that
         determination date, this Plan will be top heavy for the immediately
         following Plan Year. For this purpose,

                  (1)      Key Employee. Key employee means any employee or
                  former employee (including any deceased employee) who at any
                  time during the Plan Year that includes the determination date
                  was an officer of an Affiliate having annual compensation
                  greater than $130,000 (as adjusted under Code Section
                  416(i)(1) for Plan Years beginning after December 31, 2002), a
                  5-percent owner of an Affiliate, or a 1-percent owner of an
                  Affiliate having annual compensation of more than $150,000.
                  For this purpose, annual compensation means compensation
                  within the


                                      -38-
<PAGE>

                  meaning of Code Section 415(c)(3). The determination of who is
                  a key employee will be made in accordance with Code Section
                  416(i)(1) and the applicable regulations and other guidance of
                  general applicability issued thereunder.

                  (2)      Determination of Present Values and Amounts. This
                  Section 13.9(a) shall apply for purposes of determining the
                  present values of accrued benefits and the amounts of account
                  balances of employees as of the determination date. The
                  present value of the accrued benefit of each employee will
                  equal the sum of:

                           (i)    the balance of his or her Account under this
                           Plan (determined for this purpose as of each
                           determination date); and

                           (ii)     the present value of his or her accrued
                           benefit, if any, under each of the following plans
                           (determined as of the valuation date that coincides
                           with or precedes the determination date for that
                           plan) under

                                    (A)      each qualified plan (as described
                                    in Code Section 401(a)) maintained by an
                                    Affiliate (i) in which a key employee is a
                                    participant or (ii) that enables any plan
                                    described in subclause (i) to meet the
                                    requirements of Code Sections 401(a)(4) or
                                    410, and

                                    (B)      each other qualified plan
                                    maintained by an Affiliate (other than a
                                    plan described in clause (A)) that may be
                                    aggregated with this Plan and the plans
                                    described in clause (A), provided the
                                    aggregation group (including a plan
                                    described in this clause (B)) continues to
                                    meet the requirements of Code Sections
                                    401(a)(4) and 410.

                  (3)      Distribution During Year Ending on the Determination
                  Date. The present values of accrued benefits and the amounts
                  of account balances of an employee as of the determination
                  date shall be increased by the distributions made with respect
                  to the employee under the Plan and any plan aggregated with
                  the Plan under Code Section 416(g)(2) during the 1-year period
                  ending on the determination date. The preceding sentence shall
                  also apply to distributions under a terminated plan which, had
                  it not been terminated, would have been aggregated with the
                  Plan under Code Section 416(g)(2)(A)(i). In the case of a
                  distribution made for a reason other than separation from
                  service, death, or disability, this provision shall be applied
                  by substituting "5-year period" for "1-year period".

                  (4)      Employees Not Performing Services During Year Ending
                  on the Determination Date. The accrued benefits and accounts
                  of any individual who has not performed services for the
                  employer during the 1-year period ending on the determination
                  date shall not be taken into account.

         (b)      Special Top Heavy Plan Rules. Notwithstanding any other rules
         to the contrary in this Plan, the following special rules will apply if
         the Plan Administrator determines that this Plan is top heavy for any
         Plan Year.


                                      -39-
<PAGE>

                  (1)      Minimum Contribution. A contribution will be made by
                  the Participating Employer for the Plan Year for each
                  Participant described in Section 1.23(a) who is not a key
                  employee and who is an Eligible Employee on the last day of
                  that Plan Year that, when added to the employer contributions
                  and forfeitures otherwise allocated on behalf of such
                  individual for such Plan Year under this Plan and any other
                  defined contribution plan maintained by an Affiliate, is equal
                  to

                           (i)      the excess, if any, of:

                                    (A)      the lesser of (a) 3% of the
                                    Participant's Compensation or (b) the
                                    largest amount (expressed as a percentage of
                                    Compensation) of Forfeitures, 401(k)
                                    Contributions and Matching Contributions
                                    allocated for the Plan Year to the Account
                                    of any key employee; over

                                    (B)      the total Forfeitures and Matching
                                    Contributions allocated to the Participant's
                                    Account for the Plan Year; or

                           (ii)     for each such Eligible Employee who also
                           participates in a top heavy defined benefit plan
                           maintained by an Affiliate, 5% of such Eligible
                           Employee's Compensation for such year;

                  provided, however, that no such contribution shall be made
                  under this Section 13.8(b) for any Eligible Employee to the
                  extent such Eligible Employee receives the top heavy minimum
                  contributions (as described in Code Section 416(c)) under
                  another defined contribution plan maintained by an Affiliate
                  for such Plan Year.

                  (2)      Matching Contributions. Matching Contributions shall
                  be taken into account for purposes of satisfying the minimum
                  contribution requirements of Code Section 416(c)(2) of the
                  Plan. The preceding sentence shall apply with respect to
                  Matching Contributions and Safe Harbor Matching Contributions
                  under the Plan or, if the Plan provides that the minimum
                  contribution requirement shall be met in another plan, such
                  other plan. Matching Contributions that are used to satisfy
                  the minimum contribution requirements shall be treated as
                  Matching Contributions for purposes of the ACP Test and other
                  requirements of Code Section 401(m).


                                      -40-
<PAGE>

IN WITNESS WHEREOF, the Plan Sponsor and the Participating Employers have caused
this Plan to be executed by their duly authorized officers and each to have its
seal to be affixed as of the date set forth below.


                                  LODGIAN, INC.



                                  By: /s/ Daniel E. Ellis
                                     -------------------------------------------


                                  Title: Senior Vice President & General Counsel
                                        ----------------------------------------


                                  Date: 9/1/03
                                       -----------------------------------------


                                      -41-
<PAGE>

                                APPENDIX A TO THE
                            LODGIAN, INC. 401(k)PLAN
                            EFFECTIVE JANUARY 1, 2002

         The allocation of 401(k) Contributions made under the Plan will be
subject to the limitations of this Appendix A for the Plan Year ending December
31, 2002 and any Plan Year beginning on or after January 1, 2003 in which the
Participating Employers do not make a Safe Harbor Matching Contribution to the
Plan. The allocation of Matching Contributions made under the Plan will be
subject to the limitation of this Appendix A for the Plan Year ending December
31, 2002. No Matching Contributions will be made to the Plan for Plan Years
beginning on or after January 1, 2003.

The following terms have the following meanings for purposes of this Appendix A:

ACP -- means the ratio (expressed as a percentage) of (a) the Matching
Contributions credited to a Participant's Account for the applicable Plan Year
to (b) his or her Compensation for the applicable Plan Year.

ACP Test -- means the Code Section 401(m) nondiscrimination test described in
Section 2 below.

ADP -- means the ratio (expressed as a percentage) of (a) the 401(k)
Contributions credited to a Participant's Account for the applicable Plan Year
to (b) his or her Compensation for the applicable Plan Year.

ADP Test -- means the Code Section 401(k) nondiscrimination test described in
Section 1 below.

Excess Aggregate Contributions -- means the excess of (a) the Matching
Contributions actually made on behalf of Highly Compensated Employees for a Plan
Year over (b) the maximum permissible amount of Matching Contributions for that
Plan Year under the ACP Test described in this Appendix A.

Excess Contributions -- means the excess of (a) the 401(k) Contributions
actually made on behalf of Highly Compensated Employees for a Plan Year over (b)
the maximum permissible amount of 401(k) Contributions for that Plan Year under
the ADP Test described in this Appendix A.

Section 1. Code Section 401(k) Limitations for Highly Compensated Employees.

         (a)      ADP Test. Each Plan Year a determination will be made whether
         the average of the Highly Compensated Employees' ADPs for that Plan
         Year, when compared to the average of the Nonhighly Compensated
         Employees' ADPs for the preceding Plan Year, satisfies either of the
         following tests:

                  (1)      the average of the ADPs for all Highly Compensated
                  Employees is not more than 125% of the average of the ADPs for
                  all Nonhighly Compensated Employees, or


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<PAGE>
                  (2)      the average of the ADPs for all Highly Compensated
                  Employees is not more than two times the average of the ADPs
                  for all Nonhighly Compensated Employees, and the excess of the
                  average of the ADPs for all Highly Compensated Employees over
                  the average of the ADPs for all Nonhighly Compensated
                  Employees is not more than two percentage points.

         In performing the ADP Test for a Plan Year, the applicable averages
         will be calculated taking into account each Participant who was an
         Eligible Employee at any time during that Plan Year.

         (b)      Aggregation with Other Plans or Arrangements. For purposes of
         Section 1 of this Appendix A, all contributions made on a Highly
         Compensated Employee's behalf under Code Section 401(k) for a Plan Year
         under any other plan described in Code Section 401(k) maintained by an
         Affiliate will be treated as if made under this Plan in determining his
         or her ADP for that Plan Year. If this Plan satisfies the coverage
         requirements of Code Section 410(b) only if aggregated with one or more
         other plans or if one or more other plans satisfy the coverage
         requirements of Code Section 410(b) only if aggregated with this Plan,
         this 1 of Appendix A will be applied by determining the ADPs of all
         Participants as if all those plans were a single plan.

         (c)      Other Requirements and Elections. The determination and
         treatment of the 401(k) Contributions and ADP of any Participant will
         satisfy any other requirements prescribed by the Secretary of the
         Treasury, including any subsequent IRS guidance issued under Code
         Section 401(k), and, in performing the ADP Test, the Plan Administrator
         may use any alternatives and elections authorized under the applicable
         regulations, rulings or revenue procedures.

         (d)      Action to Satisfy ADP Test.

                  (1)      Refund of Excess Contributions. Excess Contributions
                  for a Plan Year (adjusted for investment gain or loss) will be
                  refunded no later than the last day of the immediately
                  following Plan Year to Highly Compensated Employees on whose
                  behalf the Excess Contributions were made. Refunds will be
                  made on the basis of the amount of 401(k) Contributions,
                  starting with the Highly Compensated Employee with the
                  greatest dollar amount of 401(k) Contributions and ending when
                  the Excess Contributions have been refunded in full. The
                  Excess Contributions that would otherwise be refunded will be
                  reduced (in accordance with the Code Section 401(k)
                  regulations) by any refund made to the Highly Compensated
                  Employee under Section 6.3 of the Plan.

                  (2)      Determination of Investment Gain or Loss. Excess
                  Contributions will be adjusted for investment gain or loss for
                  the Plan Year for which the contributions were made in
                  accordance with the regulations under Code Section 401(k) but
                  will not be adjusted for investment gain or loss for the
                  period between the end of the Plan Year and the date the
                  Excess Contributions are distributed.


                                      -43-
<PAGE>

Section 2. Code Section 401(m) Limitations For Highly Compensated Employees.

         (a)      Each Plan Year a determination will be made whether the
         average of the Highly Compensated Employees' ACPs for that Plan Year,
         when compared to the average of the Nonhighly Compensated Employees'
         ACPs for the preceding Plan Year, satisfies one of the following tests:

                  (1)      the average of the ACPs for all Highly Compensated
                  Employees is not more than 125% of the average of the ACPs for
                  all Nonhighly Compensated Employees, or

                  (2)      the average of the ACPs for all Highly Compensated
                  Employees is not more than two times the average of the ACPs
                  for all Nonhighly Compensated Employees, and the excess of the
                  average of the ACPs for all Highly Compensated Employees over
                  the average of the ACPs for all Nonhighly Compensated
                  Employees is not more than two percentage points.

         In performing the ACP Test for a Plan Year, the applicable averages
         will be calculated taking into account each Participant who was an
         Eligible Employee at any time during that Plan Year.

         (b)      Aggregation with Other Plans or Arrangements. For purposes of
         Section 2 of this Appendix A, all employee contributions (within the
         meaning of Code Section 401(m)) and matching contributions (within the
         meaning of Code Section 401(m)(4)) allocated to a Highly Compensated
         Employee's account for a Plan Year under any other plan described in
         Code Sections 401(a) or 401(k) maintained by an Affiliate will be
         treated as if made under this Plan in determining his or her ACP for
         that Plan Year. If this Plan satisfies the coverage requirements of
         Code Section 410(b) only if aggregated with one or more other plans or
         if one or more other plans satisfy the coverage requirements of Code
         Section 410(b) only if aggregated with this Plan, Section 2 of this
         Appendix A will be applied by determining the ACPs of all Participants
         as if all those plans were a single plan.

         (c)      Other Requirements. The determination and treatment of the
         Matching Contributions and ACP of any Participant will satisfy any
         other requirements prescribed by the Secretary of the Treasury,
         including any subsequent IRS guidance issued under Code Section 401(m),
         and, in performing the ACP Test, the Plan Administrator may use any
         alternatives and elections authorized under the applicable regulations,
         rulings or revenue procedures.

         (d)      Action to Satisfy ACP Test.

                  (1)      Distribution or Forfeiture of Excess Aggregate
                  Contributions. Excess Aggregate Contributions for a Plan Year
                  (adjusted for investment gain or loss) will be forfeited to
                  the extent forfeitable under Section 7.1 or distributed to the
                  extent not so forfeitable from the Accounts of Highly
                  Compensated Employees no later


                                      -44-
<PAGE>

                  than the last day of the immediately following Plan Year. The
                  distributions or Forfeitures will be made on the basis of the
                  amount of Matching Contributions, starting with the Highly
                  Compensated Employee with the greatest dollar amount of
                  Matching Contributions and ending when the Excess Aggregate
                  Contributions have been distributed or forfeited in full.

                  (2)      Determination of Investment Gain or Loss. Excess
                  Aggregate Contributions will be adjusted for investment gain
                  or loss for the Plan Year for which the contributions were
                  made in accordance with the regulations under Code Section
                  401(m) but will not be adjusted for investment gain or loss
                  for the period between the end of the Plan Year and the date
                  the Excess Aggregate Contributions are distributed.


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<PAGE>

                                APPENDIX B TO THE
                            LODGIAN, INC. 401(k) PLAN

An Employee will be credited with service under the Plan for his or her service
with the following employers on the same basis as is used to determine service
with an Affiliate under the Plan:

                  -        Servico Corporation;
                  -        Impac Hotel Group;
                  -        AMI Operating Partners, L.P.;
                  -        Any other employers for whom service was credited
                           under the qualified retirement plan(s) of Servico
                           Corporation, Impac Hotel Group, or AMI Operating
                           Partners, L. P.; and
                  -        Any other employer required to be aggregated with any
                           of the above three entities under Code Sections
                           414(b), (c), (m) or (o).


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