LODGIAN, INC.



                                       and



                              WACHOVIA BANK, N.A.,



                                as Warrant Agent



                            CLASS B WARRANT AGREEMENT



                          Dated as of November 25, 2002



================================================================================



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                                TABLE OF CONTENTS



Section



1.    DEFINITIONS............................................................1



2.    EXECUTION AND DELIVERY OF WARRANT CERTIFICATES.........................1



3.    EXERCISE OF WARRANT....................................................1

      3.1.    Manner of Exercise.............................................1

      3.2.    Procedure......................................................1

      3.3.    Payment of Taxes...............................................1

      3.4.    Fractional Shares..............................................1



4.    TRANSFER, DIVISION AND COMBINATION.....................................1

      4.1.    Division and Combination.......................................1

      4.2.    Expenses.......................................................1

      4.3.    Maintenance of Books...........................................1

      4.4.    Transfer.......................................................1



5.    ADJUSTMENTS............................................................1

      5.1.    Stock Dividends, Subdivisions and Combinations.................1

      5.2.    Certain Other Distributions....................................1

      5.3.    Below Market Issuances of Common Stock.........................1

      5.4.    Below Market Issuances of Convertible Securities...............1

      5.5.    Superseding Adjustment.........................................1

      5.6.    Other Provisions Applicable to Adjustments under this Section..1

      5.7.    Reorganization, Reclassification, Merger, Consolidation or

              Disposition of Assets..........................................1

      5.8.    Other Action Affecting Common Stock............................1

      5.9.    Certain Limitations............................................1



6.    NOTICES OF AdJUSTMENT..................................................1



7.    NO IMPAIRMENT..........................................................1



8.    RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR

      APPROVAL OF ANY GOVERNMENTAL AUTHORITY.................................1



9.    STOCK AND WARRANT TRANSFER BOOKS.......................................1



10.   SUPPLYING INFORMATION..................................................1



11.   LOSS OR MUTILATION.....................................................1



12.   OFFICE OF COMPANY......................................................1



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13.   APPRAISAL..............................................................1



14.   LIMITATION OF LIABILITY................................................1



15.   CONCERNING THE WARRANT AGENT...........................................1

      15.1.   Correctness of Statement.......................................1

      15.2.   Breach of Covenants............................................1

      15.3.   Reliance on Counsel............................................1

      15.4.   Reliance on Documents..........................................1

      15.5.   Compensation and Indemnification...............................1

      15.6.   Legal Proceedings..............................................1

      15.7.   Other Transactions in Securities of the Company................1

      15.8.   Liability of Warrant Agent.....................................1

      15.9.   Adjustments....................................................1



16.   MISCELLANEOUS..........................................................1

      16.1.   Nonwaiver......................................................1

      16.2.   Notice Generally...............................................1

      16.3.   Appointment of Warrant Agent...................................1

      16.4.   Successors and Assigns.........................................1

      16.5.   Amendment......................................................1

      16.6.   Severability...................................................1

      16.7.   Headings.......................................................1

      16.8.   Governing Law..................................................1



SIGNATURES     .............................................................20



Exhibit A      Form of Warrant Certificate...................................1



Exhibit B      Subscription Form.............................................1



Exhibit C      Assignment Form...............................................1



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                                WARRANT AGREEMENT



            WARRANT AGREEMENT, dated as of November 25, 2002 (the "Warrant

Agreement"), between LODGIAN, INC., a Delaware corporation (the "Company"), and

Wachovia Bank, N.A., as Warrant Agent (the "Warrant Agent").



            WHEREAS, pursuant to the First Amended Joint Plan of Reorganization

(the "Plan") of the Company and certain of its subsidiaries, as confirmed by the

United States Bankruptcy Court for the Southern District of New York on November

5, 2002, the Company proposes to issue Class B Warrants (as defined herein),

representing the right to purchase up to an aggregate of 1,029,366 shares of its

Common Stock (as defined herein), subject to adjustment as hereinafter provided;

and



            WHEREAS, the Company desires to appoint the Warrant Agent to act on

behalf of the Company, and the Warrant Agent is willing so to act in connection

with the issuance, transfer, exchange, replacement and exercise of the Class B

Warrant Certificates (as defined herein) and other matters as provided herein;



            NOW THEREFORE, in consideration of the foregoing and for the purpose

of defining the terms and conditions of the Class B Warrants and the respective

rights and obligations thereunder of the Company and the holders from time to

time of the Class B Warrants, the Company and the Warrant Agent hereby agree as

follows:



1.    DEFINITIONS



            As used in this Warrant Agreement, the following terms have the

respective meanings set forth below:



            "Additional Shares of Common Stock" means all shares of Common Stock

issued by the Company after the Closing Date, other than shares of Class B

Warrant Stock.



            "Appraised Value" means, in respect of the Common Stock on any date

herein specified, the fair saleable value of one share of Common Stock as of the

last day of the most recent fiscal month ended at least 15 days prior to such

specified date, based on (i) the equity value of the Company, as determined by

an investment banking firm selected in accordance with the terms of Section 13,

divided by (ii) the number of Fully Diluted Outstanding shares of Common Stock.



            "Business Day" means any day that is not a Saturday or Sunday or a

day on which banks are required or permitted to be closed in the State of New

York.



            "Class A Warrant" means each of the Company's warrants issued

pursuant to that certain Warrant Agreement dated as of even date herewith, each

of which evidences the right to purchase one share of Common Stock, subject to

adjustment as set forth in such Warrant Agreement, and all warrants issued upon

transfer, division or combination of, or in substitution for, any thereof.



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            "Class B Warrant" means each of the Company's warrants issued

pursuant to this Warrant Agreement, each of which evidences the right to

purchase one share of Common Stock, subject to adjustment as set forth in this

Warrant Agreement, and all warrants issued upon transfer, division or

combination of, or in substitution for, any thereof.



            "Class B Warrant Certificate" means a certificate, substantially in

the form of Exhibit A hereto, representing one or more Class B Warrants held by

a Holder. All Class B Warrant Certificates shall be identical as to terms and

conditions, except as to the number of Class B Warrants represented thereby.



            "Class B Warrant Price" means an amount equal to (i) the number of

shares of Common Stock being purchased upon exercise of Class B Warrants

pursuant to Section 3.1, multiplied by (ii) the Current Class B Warrant Price as

of the date of such exercise.



            "Class B Warrant Stock" means the shares of Common Stock purchased

by the Holders of the Class B Warrants upon the exercise thereof.



            "Closing Date" means November 25, 2002.



            "Commission" means the Securities and Exchange Commission or any

other federal agency then administering the Securities Act and other federal

securities laws.



            "Common Stock" means the Common Stock, $0.01 par value, of the

Company, and any capital stock into which such Common Stock may hereafter be

changed, whether as a result of any change in the capital structure of the

Company or otherwise, and shall also include (i) capital stock of the Company of

any other class (regardless of how denominated) issued to the holders of shares

of Common Stock upon any reclassification thereof which is not preferred as to

dividends or assets over any other class of stock of the Company and which is

not subject to redemption and (ii) shares of common stock of any successor or

acquiring corporation (as defined in Section 5.7) received by or distributed to

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