PLEDGE AGREEMENT


     THIS  PLEDGE  AGREEMENT,  dated  as of  December  11,  1998,  (the  "Pledge
Agreement")  among Secore  Financial  Corporation,  a  Pennsylvania  corporation
("Secore"), Lehman Brothers Holdings Inc., a Delaware corporation, as collateral
agent (the  "Collateral  Agent") on behalf of Secore,  Lodgian,  Inc., a Georgia
corporation ("Lodgian"), as owner of all of the outstanding capital stock of the
entities listed on Schedule A, Servico, Inc., a Florida corporation ("Servico"),
as owner of all of the  outstanding  capital  stock of the  entities  listed  on
Schedule B, Servico  Operations  Corporation,  a Florida  corporation  ("Servico
Operations"),  as owner of all of the capital  stock of the  entities  listed on
Schedule  C,  Sharon  Motel  Enterprises,   Inc.,  a  Pennsylvania   corporation
("Sharon"),  as owner of all of the  outstanding  capital  stock of the entities
listed on Schedule D, KDS Corporation, a Nevada corporation ("KDS"), as owner of
all of the outstanding capital stock of the entities listed on Schedule E, AMIOP
Acquisition  Corp,  a  Delaware  corporation  ("AMIOP"),  as owner of all of the
limited  partnership  interests  in the  entities  listed on Schedule F, Servico
Acquisition Corp., a Florida corporation  ("Servico  Acquisition"),  as owner of
all of the general  partnership  interests in the entities listed on Schedule G,
and Palm Beach Motel Enterprises, Inc., a Florida corporation ("Palm Beach"), as
owner of all of the general  partnership  interests  in the  entities  listed on
Schedule H (Lodgian,  Servico,  Servico  Operations,  Sharon, KDS, AMIOP Servico
Acquisition and Palm Beach, each a "Pledgor" and collectively, the "Pledgors").


                             INTRODUCTORY STATEMENTS

     Reference is made to the Loan Agreement (the "Loan Agreement"), dated as of
December  __, 1998,  among  Secore and the entities  listed on Schedule I hereto
(the "Borrowers"), direct or indirect subsidiaries of the Pledgors.

     Each Pledgor is the sole  shareholder  or a partner in each of the entities
corresponding  to its name on each of Schedules A, B, C, D, E, F, G and H, which
such entities are the direct or indirect parents of the Borrowers. To secure the
obligations of the Borrowers under the Loan Agreement, the Pledgors have entered
into the  Guaranty  (the  "Guaranty"),  dated as of December  __,  1998,  by the
Pledgors in favor of Secore. To secure the obligations of the Pledgors under the
Guaranty (the "Pledgor Obligations"),  the each Pledgor has agreed to pledge all
of its interest as sole  shareholder or a partner in each of the entities listed
on  Schedules  A, B, C, D, E, F, G and H (each a  "Company"  and  together,  the
"Companies")  to the  Collateral  Agent on behalf of Secore,  all such  interest
represented by the stock  certificates  (or by the  percentage  ownership of the
partnerships)  listed  on  attached  Schedules  A,  B,  C, D, E, F, G and H (the
"Pledged Shares").

     In  consideration of the premises and of the agreements  herein  contained,
each Pledgor, Secore and the Collateral Agent agree as follows:

     Section 1. Definitions. Capitalized terms used but not otherwise defined in
this Pledge  Agreement  shall have the meanings  specified  therefor in the Loan
Agreement, or if not





defined therein, as defined in the Guaranty.

     "Lien"  means,  as  applied  to the  property  or assets  (or the income or
profits therefrom) of any Person, in each case whether the same is consensual or
nonconsensual  or  arises  by  contract,  operation  of law,  legal  process  or
otherwise:   (a)  any  mortgage,  lien,  pledge,   attachment,   charge,  lease,
conditional sale or other title retention agreement,  or other security interest
or encumbrance  of any kind or (b) any  arrangement,  express or implied,  under
which  such  property  or  assets  are  transferred,  sequestered  or  otherwise
identified  for the purpose of subjecting  or making  available the same for the
payment  of debt or  performance  of any other  obligation  in  priority  to the
payment of the general, unsecured creditors of such Person.

     Section 2. Pledge of Stock and Grant of Security Interest.  As security for
the  full and  complete  performance  of all of the  Pledgor  Obligations,  each
Pledgor hereby  delivers,  pledges and assigns to the Collateral Agent on behalf
of Secore,  and grants in favor of the Collateral  Agent on behalf of Secore,  a
first  priority  security  interest in all of such  Pledgor's  right,  title and
interest in and to the Pledged  Shares of the  Companies of which it is an owner
together with all of such Pledgor's  rights and privileges with respect thereto,
all proceeds,  income and profits thereof and all property  received in exchange
thereof or in substitution therefor (the "Collateral").

     Section 3. Stock Dividends,  Options, or Other Adjustments.  Until the date
on which all amounts owing under the Loan Agreement shall have been indefeasibly
paid  in  full  (the  "Expiration  Date"),  each  Pledgor,   shall  deliver,  as
Collateral,  to the Collateral  Agent, any and all additional shares of stock or
partnership  interests or any other property of any kind  distributable on or by
reason of the Collateral,  whether in the form of or by way of stock  dividends,
warrants, total or partial liquidation,  conversion, prepayments, redemptions or
otherwise,  with the sole exception of cash dividends, cash interest payments or
distributions  to  partners,  as the case may be.  If any  additional  shares of
capital stock, partnership interest,  instruments, or other property, a security
interest in which can only be perfected by possession by the  Collateral  Agent,
which are  distributable  on or by reason of the Collateral  pledged  hereunder,
shall come into the  possession  or control of any Pledgor,  such Pledgor  shall
forthwith  transfer  and deliver  such  property  to the  Collateral  Agent,  as
Collateral hereunder.

     Section  4.  Delivery  of  Share  Certificates;   Stock  Powers;  Financing
Statements.

     (a) Simultaneously with the delivery of this Pledge Agreement, each Pledgor
is delivering to the Collateral  Agent all  instruments  and stock  certificates
(and certificated  partnership  interests,  if any) representing the Collateral,
together  with stock powers or other  instruments  of transfer  duly executed in
blank by such Pledgor.  Each Pledgor shall  promptly  deliver to the  Collateral
Agent,  or cause Borrowers or any other entity issuing the Collateral to deliver
directly  to  the  Collateral  Agent,   share   certificates  (and  certificated
partnership interests, if any) or other instruments  representing any Collateral
acquired or received  after the date of this  Pledge  Agreement  with a stock or
bond power or other instrument of transfer duly executed by such Pledgor.  If at
any time either the  Collateral  Agent or Secore  notifies  any Pledgor  that it
requires  additional  stock powers or other  instrument of transfer  endorsed in
blank,  such Pledgor shall  promptly  execute in blank and deliver the requested
power or other instruments of transfer to the requesting party.





     (b) AMIOP,  Servico  Acquisition,  Palm Beach and any other Pledgor that is
the owner of an  uncertificated  interest in a partnership  that is a Company (a
"Partnership  Pledgor")  shall have  recorded  and filed,  at its  expense,  any
financing  statement,  with  respect  to the  Collateral  to be  pledged  to the
Collateral  Agent on behalf of Secore,  meeting the  requirements  of applicable
state law in such manner in such  jurisdictions  as are necessary to perfect the
pledge of the Collateral to the Collateral Agent on behalf of Secore,  and shall
deliver a file-stamped  copy of such  financing  statements or other evidence of
such filings to the Collateral  Agent and Secore.  From time to time thereafter,
each  Partnership  Pledgor shall execute and file such financing  statements and
cause to be filed such  continuation  statements  all in such manner and in such
places as may be required  by law to fully  preserve,  maintain  and protect the
interest of the Collateral Agent on behalf of Secore.  Each Partnership  Pledgor
shall deliver (or cause to be delivered)  to the  Collateral  Agent on behalf of
Secore  and to  Secore,  file  stamped  copies  of, or filing  receipts  for any
document  filed in  accordance  with this  Section  4(b),  as soon as  available
following such filing. In the event the Partnership Pledgor fails to perform its
obligations under this Section 4(b), Collateral Agent or Secore may do so at the
expense of such Partnership Pledgor.

     (c) Collateral Agent or Secore,  upon notice to the applicable  Partnership
Pledgor,  is authorized to file financing  statements  signed only by Collateral
Agent or Secore with  respect to this Pledge  Agreement in  accordance  with the
Uniform   Commercial   Code  or  signed  by   Collateral   Agent  or  Secore  as
attorney-in-fact  for such Partnership  Pledgor in each jurisdiction  where such
Partnership  Pledgor's  principal place of business or chief executive office is
or may from time to time be located.  Collateral  Agent or Secore as  applicable
shall send such Partnership Pledgor copies of all financing  statements covering
the  Collateral  which are filed by  Collateral  Agent or  Secore  without  such
Partnership Pledgor's signature.

     (d) Upon the  closing of SHG-S  Sub,  Inc.'s  merger  into  Servico,  Inc.,
Lodgian shall forthwith  deliver to the Collateral Agent, a stock certificate or
stock  certificates  representing all issued and outstanding  shares of Servico,
Inc. together with a stock power, duly executed in blank, as Pledged Shares.

     Section  5.  Power  of  Attorney.   Each  Pledgor  hereby  constitutes  and
irrevocably  appoints  the  Collateral  Agent and  Secore,  or either one acting
alone,  with full power of substitution  and revocation,  as each Pledgor's true
and  lawful   attorney-in-fact,   with  the  power,  after  the  occurrence  and
continuation  of an  "Event  of  Default"  under  and as  defined  in  the  Loan
Agreement, to the full extent permitted by law, to affix to any certificates and
documents  representing  the  Collateral  the  stock  or bond  powers  or  other
instruments of transfer delivered with respect thereto, and to transfer or cause
the  transfer  of the  Collateral,  or any  part  thereof,  on the  books of the
Borrowers or other entity issuing such Collateral, to the name of the Collateral
Agent or Secore or any nominee,  and thereafter to exercise with respect to such
Collateral,  all the  rights,  powers  and  remedies  of an owner.  The power of
attorney  granted  pursuant to this Pledge  Agreement and all  authority  hereby
conferred are granted and conferred solely to protect  Secore's  interest in the
Collateral and shall not impose any duty upon the Collateral  Agent or Secore to
exercise any power.  This power of attorney  shall be irrevocable as one coupled
with an interest until the Expiration Date.





     Section 6. Inducing Representations of the Pledgor. Each Pledgor represents
and warrants to Secore that:

     (a)  The   Pledged   Shares  are  validly   issued,   fully  paid  for  and
nonassessable.

     (b) The Pledged Shares represent all of the issued and outstanding  capital
stock (or the percentage ownership of the partnerships) of the Companies.

     (c) The Pledgor is the sole legal and beneficial owner of, and has good and
marketable  title  to,  the  Pledged  Shares  listed  on  the  schedules  hereto
corresponding  to its  name,  free and  clear of all  pledges,  liens,  security
interests and other  encumbrances  other than the security  interest  created by
this Pledge  Agreement,  and the Pledgor has the unqualified right and authority
to execute and perform this Pledge Agreement.

     (d) No options, warrants or other agreements with respect to the Collateral
are outstanding.

     (e) Any consent, approval or authorization of or designation or filing with
any  authority  (including,  but  not  limited  to,  the  consent,  approval  or
authorization  of the general partner of each partnership and any third parties)
on the part of the Pledgor which is required in  connection  with the pledge and
security  interest  granted  under this Pledge  Agreement  has been  obtained or
effected.

     (f) Neither the  execution  and  delivery of this Pledge  Agreement  by the
Pledgor,  the  consummation  of the  transaction  contemplated  hereby  nor  the
satisfaction of the terms and conditions of this Pledge Agreement:

          (i)  conflicts  with or  results  in any  breach or  violation  of any
provision of the articles of  incorporation or bylaws of the Pledgor or any law,
rule, regulation,  order, writ, judgment,  injunction,  decree, determination or
award  currently  in effect  having  applicability  to the Pledgor or any of its
properties,  including  regulations issued by an administrative  agency or other
governmental authority having supervisory powers over the Pledgor;

          (ii) except as set forth on Schedule J, conflicts with,  constitutes a
default (or an event which with the giving of notice or the passage of time,  or
both,  would  constitute  a default)  by the  Pledgor  under,  or a breach of or
contravenes any provision of, the Loan Documents, any loan agreement,  mortgage,
indenture or other  agreement or  instrument  to which the Pledgor or any of its
subsidiaries  is a party or by which it or any of their  properties is or may be
bound or affected; or

          (iii)  results  in or  requires  the  creation  of any Lien upon or in
respect of any of the  Pledgor's  assets  except the Lien created by this Pledge
Agreement.

     (g) Upon the  Pledgor's  delivery of the Pledged  Shares to the  Collateral
Agent (and the filing of the financing statements required by Section 4(b)), the
Collateral Agent, on behalf





of Secore,  will have a valid,  perfected first priority Lien on the Collateral,
enforceable as such against all creditors of the Pledgor and against all Persons
purporting to purchase any of the Collateral from the Pledgor.

     (h) It has a principal  place of  business  and chief  executive  office in
Fulton County, Georgia in care of Lodgian, Inc., at the office in Section 21(c).


     Section 7.  Obligations of the Pledgors.  Each Pledgor further  represents,
warrants and covenants to Secore that:

     (a) The  Pledgor  will not sell,  transfer  or convey any  interest  in, or
suffer or permit any Lien or  encumbrance to be created upon or with respect to,
any of the Collateral (other than as created under this Pledge Agreement) during
the term of this Pledge Agreement.

     (b) The Pledgor will, at its own expense, at any time and from time to time
at the request of the Collateral Agent or Secore, do, make, procure, execute and
deliver all acts,  things,  writings,  assurances and other  documents as may be
proposed by the Collateral Agent or Secore to preserve,  establish,  demonstrate
or enforce the Collateral Agent's rights,  interests and remedies as created by,
provided in, or emanating from this Pledge Agreement.

     (c) The Pledgor will not take any action which would cause the Companies to
issue any other  capital  stock (or  partnership  interests),  without the prior
written  consent of Secore.  Any such  issuance  shall be subject to this Pledge
Agreement.

     (d) The  Pledgor  will not  consent to any  amendment  to the  articles  of
incorporation or partnership  agreement of any Company without the prior written
consent of Secore.

     Section  8.  Dividends.  The  Pledgor  agrees  that it shall  not cause any
Company to declare or make payment of (i) any dividend or other  distribution on
any shares of its capital stock or partnership  interest, or (ii) any payment on
account of the purchase,  redemption,  retirement or  acquisition of any option,
warrant or other  right to acquire  shares of its capital  stock or  partnership
interest,  unless (in each case) at the time of such declaration or payment (and
after giving effect  thereto) no amount  payable by any Borrower  under any Loan
Document is then due and owing but unpaid. 

     Section 9. Voting Proxy. Each Pledgor hereby grants to the Collateral Agent
an  irrevocable  proxy to vote upon and  after the  occurrence  and  during  the
continuation of an Event of Default, the Pledged Shares and any other Collateral
with  respect  to any and all  matters  which  proxy  shall  continue  until the
Expiration  Date.  The  Collateral  Agent agrees that it shall not exercise such
proxy until the  occurrence of an Event of Default.  The Pledgor  represents and
warrants  that it has directed the Companies to reflect the  Collateral  Agent's
right to vote the  Collateral on each Company's  books.  Upon the request of the
Collateral  Agent,  each  Pledgor  shall  deliver to the  Collateral  Agent such
further evidence of such irrevocable proxy or such further  irrevocable proxy to
vote the Pledged  Shares and the other  Collateral as the  Collateral  Agent may
request.





     Section 10.  Rights of the  Collateral  Agent and  Secore.  At any time and
without  notice,  Secore may, upon providing the Collateral  Agent with the full
amount  necessary to carry out such  direction,  direct the Collateral  Agent to
discharge any taxes,  liens,  security interests or other encumbrances levied or
placed  on the  Collateral,  pay for the  maintenance  and  preservation  of the
Collateral, or pay for insurance on the Collateral; the amount of such payments,
plus any and all fees,  costs and  expenses of the  Collateral  Agent and Secore
(including attorneys' fees and disbursements) in connection therewith, shall, at
the option of the Collateral Agent or Secore,  as appropriate,  be reimbursed by
the Pledgors on demand,  with interest thereon from the date paid at the Default
Rate.

     Section 11. Remedies Upon Event of Default under the Loan Agreement.

     (a) Upon the  occurrence  of an "Event of Default"  under and as defined in
the Loan  Agreement,  Secore  may,  directly or through  the  Collateral  Agent,
without notice to any Pledgor,

          (i) cause the Collateral to be  transferred to the Collateral  Agent's
name or  Secore's  name or in the name of  nominees  of  either  and  thereafter
exercise  as to such  Collateral  all of the rights,  powers and  remedies of an
owner;

          (ii)  collect  by  legal   proceedings  or  otherwise  all  dividends,
interest,  principal  payments,  capital  distributions  and  other  sums now or
hereafter  payable on account of the Collateral,  and hold all such sums as part
of the Collateral,  or apply such sums to the payment of the Pledgor Obligations
in such manner and order as Secore may decide, in its sole discretion; or

          (iii)  enter  into  any  extension,   subordination,   reorganization,
deposit,  merger, or consolidation agreement, or any other agreement relating to
or affecting the Collateral,  and in connection  therewith  deposit or surrender
control of the  Collateral  thereunder,  and accept  other  property in exchange
therefor  and hold and apply such  property or money so  received in  accordance
with the provisions hereof.

     (b) In addition to all the rights and remedies of a secured party under the
Uniform  Commercial  Code,  Secore shall have the right,  and without  demand of
performance  or other  demand,  advertisement  or notice of any kind,  except as
specified  below,  to or upon any  Pledgor or any other  person (all and each of
which demands,  advertisements and/or notices are hereby expressly waived to the
extent permitted by law), to proceed  forthwith,  or direct the Collateral Agent
to proceed  forthwith,  to collect,  receive,  appropriate  and realize upon the
Collateral,  or any part thereof and to proceed forthwith to sell, assign,  give
an option or options to purchase,  contract to sell, or otherwise dispose of and
deliver the  Collateral or any part thereof in one or more parcels in accordance
with  applicable  securities  laws and in a manner  designed to ensure that such
sale will not result in a  distribution  of the Pledged  Shares in  violation of
Section 5 of the Securities Act of 1933, as amended (the  "Securities  Act") and
on such terms (including,  without limitation,  a requirement that any purchaser
of all or any  part  of  the  Collateral  shall  be  required  to  purchase  any
securities  constituting  the  Collateral  solely for investment and without any
intention to make a  distribution  thereof) as Secore,  in its sole and absolute
discretion,  deems  appropriate  without  any  liability  for any  loss due to a
decrease in the market value of the  Collateral  during the period held.  If any
notification of





intended  disposition  of the  Collateral is required by law, such  notification
shall be deemed  reasonable  and  properly  given if  mailed  to the  applicable
Pledgor,  postage prepaid, at least five (5) days before any such disposition at
the address indicated in Section 21(b) hereof. Any disposition of the Collateral
or any part thereof may be for cash or on credit or for future delivery  without
assumption  of any credit risk,  with the right of Secore to purchase all or any
part of the  Collateral  so sold at any such sale or sales,  public or  private,
free of any equity or right of redemption in any Pledgor,  which right of equity
is, to the extent  permitted  by  applicable  law,  hereby  expressly  waived or
released by such Pledgor.

     (c) Secore,  in its sole and  absolute  discretion,  may elect to obtain or
cause the Collateral  Agent to obtain the advice of any  independent  nationally
known  investment  banking  firm,  which is a member  firm of the New York Stock
Exchange,  with respect to the method and manner of sale or other disposition of
any of the  Collateral,  the best  price  reasonably  obtainable  therefor,  the
consideration of cash and/or credit terms, or any other details  concerning such
sale or  disposition;  costs and expenses of obtaining  such advice shall be for
the account of Secore. Secore, in its sole and absolute discretion, may elect to
sell or cause the  Collateral  Agent to sell, the Collateral on any credit terms
which it deems  reasonable;  the  out-of-pocket  costs and expenses of such sale
shall be for the account of Secore.  The sale of any of the Collateral on credit
terms shall not relieve any Pledgor of its liability with respect to the Pledgor
Obligations.  All payments  received by the Collateral Agent, if any, and Secore
in  respect  of any sale of the  Collateral  shall  be  applied  to the  Pledgor
Obligations as and when such payments are received.

     (d) Each Pledgor  recognizes that it may not be feasible to effect a public
sale  of all or a part of the  Collateral  by  reason  of  certain  prohibitions
contained in the Securities  Act, and that it may be necessary to sell privately
to a restricted  group of purchasers  who will be obliged to agree,  among other
things, to acquire the Collateral for their own account,  for investment and not
with a view for the  distribution  or resale  thereof.  Each Pledgor agrees that
private sales may be at prices and other terms less favorable to the seller than
if the  Collateral  were sold at public sale,  and that  neither the  Collateral
Agent nor Secore has any  obligation to delay the sale of any Collateral for the
period of time necessary to permit the registration of the Collateral for public
sale under the Securities  Act. Each Pledgor agrees that a private sale or sales
made under the  foregoing  circumstances  shall be deemed to have been made in a
commercially reasonable manner.

     (e) If any consent,  approval or authorization  of any state,  municipal or
other  governmental  department,  agency  or  authority  shall be  necessary  to
effectuate  any sale or other  disposition  of the  Collateral,  or any  partial
disposition of the Collateral,  each Pledgor will execute all such  applications
and other  instruments  as may be required in connection  with securing any such
consent,  approval or authorization,  and will otherwise use its best efforts to
secure the same.

     (f) Upon any sale or other disposition, the Collateral Agent, acting at the
direction  of  Secore,  or Secore  shall have the right to  deliver,  assign and
transfer to the  purchaser  thereof the  Collateral so sold or disposed of. Each
purchaser at any such sale or other  disposition  (including  Secore) shall hold
the  Collateral  free from any claim or right of whatever  kind,  including  any
equity or right of redemption of any Pledgor.  Each Pledgor specifically waives,
to the extent  permitted by applicable  law, all rights of  redemption,  stay or
appraisal which it may have under any rule of law





or statute now existing or hereafter adopted.

     (g) Neither the Collateral  Agent nor Secore shall be obligated to make any
sale or other  disposition of the Collateral,  unless the terms thereof shall be
satisfactory to Secore.  The Collateral  Agent or Secore may,  without notice or
publication,  adjourn any private or public sale, and, upon five (5) days' prior
notice to the applicable  Pledgor,  hold such sale at any time or place to which
the  same  may be so  adjourned.  In case of any  sale of all or any part of the
Collateral on credit or future delivery,  the Collateral so sold may be retained
by the  Collateral  Agent  or  Secore  until  the  selling  price is paid by the
purchaser  thereof,  but neither the Collateral Agent nor Secore shall incur any
liability  in case of the failure of such  purchaser  to take up and pay for the
property so sold and, in case of any such  failure,  such  property may again be
sold as herein provided.

     (h) All of the rights and  remedies  granted  to the  Collateral  Agent and
Secore, including but not limited to the foregoing,  shall be cumulative and not
exclusive and shall be enforceable  alternatively,  successively or concurrently
as Secore may deem expedient.

     Section 12. Limitation on Liability.

     (a) Neither the Collateral  Agent nor Secore,  nor any of their  respective
directors,  officers or employees, shall be liable to any Pledgor for any action
taken or omitted to be taken by it or them hereunder, or in connection herewith,
except  that the  Collateral  Agent and Secore  shall each be liable for its own
gross negligence, bad faith or willful misconduct.

     (b) The Collateral  Agent shall incur no liability to Secore except for the
Collateral  Agent's  negligence or willful misconduct in carrying out its duties
hereunder.

     (c) The Collateral Agent shall be protected and shall incur no liability to
any party in relying upon the  accuracy,  acting in reliance  upon the contents,
and assuming the  genuineness  of any notice,  demand,  certificate,  signature,
instrument or other  document the  Collateral  Agent  reasonably  believes to be
genuine and to have been duly executed by the appropriate signatory, and (absent
actual  knowledge to the contrary) the Collateral Agent shall not be required to
make any independent  investigation  with respect thereto.  The Collateral Agent
shall  at all  times  be  free  independently  to  establish  to its  reasonable
satisfaction,  but shall have no duty to independently  verify, the existence or
nonexistence of facts that are a condition to the exercise or enforcement of any
right or remedy hereunder.

     (d) The  Collateral  Agent may consult with  qualified  counsel,  financial
advisors or accountants  and shall not be liable for any action taken or omitted
to be taken by it  hereunder  in good faith and in  accordance  with the written
advice of such counsel, financial advisors or accountants.

     (e) The Collateral  Agent shall not be under any obligation to exercise any
of the rights,  powers or duties vested in it by this Pledge Agreement unless it
shall  have  received  reasonable  security  or  indemnity  satisfactory  to the
Collateral  Agent  against the costs,  expenses and  liabilities  which it might
incur.





     Section  13.  Performance  of Duties.  The  Collateral  Agent shall have no
duties or  responsibilities  except  those  expressly  set forth in this  Pledge
Agreement,  subject to the provisions of this Pledge Agreement or as directed by
Secore in accordance with this Pledge Agreement.

     Section 14.  Appointment of and Powers of Collateral Agent.  Subject to the
terms and conditions  hereof,  Secore appoints Lehman Brothers  Holdings Inc. as
its Collateral Agent and Lehman Brothers  Holdings Inc. accepts such appointment
and agrees to act as  Collateral  Agent on behalf of Secore to maintain  custody
and  possession  of the  Collateral  and to  perform  the  other  duties  of the
Collateral Agent in accordance with the provisions of this Pledge Agreement. The
Collateral Agent shall, subject to the other terms and provisions of this Pledge
Agreement,  act  upon  and in  compliance  with  Secore's  written  instructions
delivered  pursuant to this Pledge  Agreement as promptly as possible  following
receipt of such written instructions.  Receipt of written instructions shall not
be a condition to the  exercise by the  Collateral  Agent of its express  duties
hereunder,  unless this Pledge  Agreement  provides that the Collateral Agent is
permitted to act only following receipt of such written instructions.

     Section 15. Successor Collateral Agent.

     (a) Merger.  Any Person into which the Collateral Agent may be converted or
merged,  or with  which  it may be  consolidated,  or to  which  it may  sell or
transfer its trust business and assets as a whole or  substantially  as a whole,
or any Person resulting from any such conversion, merger, consolidation, sale or
transfer  to  which  the  Collateral  Agent is a party,  shall  (provided  it is
otherwise  qualified to serve as the Collateral Agent hereunder) be and become a
successor  Collateral Agent hereunder and be vested with all of the title to and
interest in the Collateral and all of the trusts, powers, immunities, privileges
and other matters as was its predecessor  without the execution or filing of any
instrument  or any further  act,  deed or  conveyance  on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

     (b) Resignation.  The Collateral  Agent and any successor  Collateral Agent
may resign only (i) with the prior written consent of Secore (which consent will
not be  unreasonably  withheld)  or (ii) if the  Collateral  Agent is  unable to
perform its duties  hereunder  as a matter of law as  evidenced by an opinion of
counsel  acceptable to Secore.  Upon the  occurrence  of (i) or (ii) above,  the
Collateral Agent shall give notice of its resignation by registered or certified
mail to the Pledgors (with a copy to Secore).  Any resignation by the Collateral
Agent  shall  take  effect  only  upon  the date  which is the  later of (x) the
effective date of the appointment by Secore of a successor  Collateral Agent and
the acceptance in writing by such successor Collateral Agent of such appointment
and  (y) the  date  on  which  the  Collateral  is  delivered  to the  successor
Collateral Agent. Notwithstanding the preceding sentence, if by the contemplated
date of resignation specified in the written notice of resignation delivered (as
described  above) no successor  Collateral  Agent has been appointed  Collateral
Agent or becomes the  Collateral  Agent  pursuant to subsection  (d) below,  the
resigning  Collateral  Agent may petition a court of competent  jurisdiction for
the appointment of a successor.

     (c)  Removal.  The  Collateral  Agent may be removed by Secore at any time,
with or without  cause,  by an instrument or concurrent  instruments  in writing
delivered to the  Collateral  Agent.  Any removal  pursuant to the provisions of
this subsection (c) shall take effect only upon the





later to occur  of (i) the  effective  date of the  appointment  of a  successor
Collateral  Agent and the  acceptance  in writing by such  successor  Collateral
Agent of such  appointment and of its obligation to perform its duties hereunder
in  accordance  with the  provisions  hereof  and  (ii)  the  date on which  the
Collateral is delivered to the successor  Collateral  Agent. In the event of any
removal by Secore  pursuant to this Section  15(c),  the Pledgors  shall pay the
Collateral  Agent its fees and expenses  then due and owing in  accordance  with
Section 19 hereof.

     (d) Appointment of and Acceptance by Successor.

          (i)  Secore  shall  have the  sole  right to  appoint  each  successor
Collateral  Agent.  Every successor  Collateral Agent appointed  hereunder shall
execute,  acknowledge  and  deliver  to its  predecessor  and to Secore  and the
Pledgors an instrument in writing  accepting such appointment  hereunder and the
relevant predecessor shall execute, acknowledge and deliver such other documents
and  instruments  as will  effectuate  the  delivery  of all  Collateral  to the
successor Collateral Agent,  whereupon such successor,  without any further act,
deed or conveyance,  shall become fully vested with all the estates, properties,
rights,  powers,  duties and obligations of its  predecessor.  Such  predecessor
shall,  nevertheless,  on the written request of Secore,  execute and deliver an
instrument  transferring to such successor all the estates,  properties,  rights
and powers of such predecessor hereunder.

          (ii) Every  predecessor  Collateral  Agent shall assign,  transfer and
deliver all Collateral held by it as Collateral Agent hereunder to its successor
as Collateral Agent.

          (iii) Should any instrument in writing from the Pledgors be reasonably
required by a successor Collateral Agent for more fully and certainly vesting in
such successor the estates,  properties,  rights, powers, duties and obligations
vested or intended to be vested  hereunder in the Collateral  Agent, any and all
such  written  instruments  shall,  at the request of the  successor  Collateral
Agent,  be forthwith  executed,  acknowledged  and  delivered by the  applicable
Pledgors.

          (iv)  The  designation  of any  successor  Collateral  Agent  and  the
instrument  or  instruments  removing  any  Collateral  Agent and  appointing  a
successor  hereunder,  together with all other instruments  provided for herein,
shall be  maintained  with the records  relating to the  Collateral  and, to the
extent required by applicable law, filed or recorded by the successor Collateral
Agent in each place where such filing or  recording  is  necessary to effect the
transfer of the Collateral to the successor  Collateral  Agent or to protect and
preserve the security interest granted hereunder.

     Section 16.  Indemnification.  The Pledgors shall  indemnify the Collateral
Agent,  its  directors,  officers,  employees  and its agents for,  and hold the
Collateral  Agent,  its directors,  officers,  employees and its agents harmless
against,  any loss,  liability or expense  (including  the costs and expenses of
defending  against any claim of liability)  arising out of or in connection with
the Collateral  Agent's acting as Collateral Agent hereunder,  except such loss,
liability or expense as shall result from the  negligence,  bad faith or willful
misconduct of the  Collateral  Agent or its  directors,  officers,  employees or
agents. The obligation of the Pledgors under this Section 16 shall survive the





termination  of this  Pledge  Agreement  and the  resignation  or removal of the
Collateral Agent.

     Section 17.  Representations  and Warranties of the Collateral  Agent.  The
Collateral Agent represents and warrants to Pledgors and to Secore as follows:

     (a)  Due  Organization.   The  Collateral  Agent  is  a  corporation,  duly
organized,  validly existing and in good standing under the laws of Delaware and
is duly authorized and licensed under  applicable law to conduct its business as
presently conducted.

     (b) Corporate Power.  The Collateral  Agent has all requisite right,  power
and  authority  to  execute  and  deliver  this  Pledge  Agreement  and the Loan
Documents to which it is a party and to perform all of its duties as  Collateral
Agent hereunder and thereunder.

     (c) Due  Authorization.  The execution and delivery by the Collateral Agent
of this Pledge  Agreement and the Loan Documents to which it is a party, and the
performance by the Collateral Agent of its duties hereunder and thereunder, have
been duly  authorized  by all  necessary  corporate  proceedings  and no further
approvals or filings, including any governmental approvals, are required for the
valid execution and delivery by the Collateral  Agent, or the performance by the
Collateral Agent, of this Pledge Agreement and such Loan Documents.

     (d) Valid and Binding  Agreements.  The Collateral  Agent has duly executed
and  delivered  this Pledge  Agreement  and each Loan  Document to which it is a
party, and each of this Pledge Agreement and each such Loan Document constitutes
the legal,  valid and binding  obligation of the Collateral  Agent,  enforceable
against the Collateral  Agent in accordance  with its terms,  except as (i) such
enforceability  may be limited by  bankruptcy,  insolvency,  reorganization  and
similar laws  relating to or affecting  the  enforcement  of  creditors'  rights
generally  and (ii) rights of  acceleration  and the  availability  of equitable
remedies may be limited by equitable principles of general applicability.

     Section 18. Termination. This Pledge Agreement shall continue in full force
and effect until the Expiration Date.  Subject to any sale or other  disposition
by the Collateral Agent or Secore of the Collateral or any part thereof pursuant
to and in  accordance  with  this  Pledge  Agreement,  the  Collateral  shall be
returned to the applicable Pledgors on the Expiration Date.

     Section 19.  Compensation  and  Reimbursement.  Each Pledgor agrees for the
benefit of Secore and as part of the  Pledgor  Obligations  (a) to pay  (without
duplication) to the Collateral Agent, from time to time, reasonable compensation
for  all  services  rendered  by it  hereunder;  and (b) to  reimburse  (without
duplication) the Collateral Agent upon its request for all reasonable  expenses,
disbursements  and  advances  incurred  or  made  by  the  Collateral  Agent  in
accordance  with any  provision  of, or carrying out its duties and  obligations
under, this Pledge Agreement (including the reasonable compensation and fees and
the expenses and disbursements of its agents,  any independent  certified public
accountants  and  independent  counsel),  except any  expense,  disbursement  or
advances as may be attributable to negligence,  bad faith or willful  misconduct
on the part of the Collateral Agent.





     Section 20.  Foreclosure  Expenses of the Collateral Agent and Secore.  All
expenses  (including  reasonable fees and  disbursements of counsel) incurred by
the Collateral  Agent or Secore in connection with any actual or attempted sale,
exchange  of,  or  any   enforcement,   collection,   compromise  or  settlement
respecting,  this Pledge Agreement or the Collateral,  or any other action taken
by Secore hereunder whether directly or as attorney-in-fact  pursuant to a power
of  attorney  or  other  authorization  herein  conferred,  for the  purpose  of
satisfaction of the Pledgor Obligations shall be deemed a Pledgor Obligation for
all purposes of this Pledge Agreement and the Collateral Agent (with the consent
of Secore) and Secore may apply the Collateral to payment of or reimbursement of
itself for such liability.

     Section 21.  Notices.  Any notice or other  communication  given  hereunder
shall be in writing and shall be sent by registered mail,  postage  prepaid,  or
personally delivered or telecopied to the recipient as follows:

     (a) To the Collateral Agent:

         Lehman Brothers Holdings Inc.
         3 World Financial Center
         200 Vesey Street
         New York, NY 10295
         Attention:    Larry Kravetz
         Confirmation: (212) 526-5838
         Telecopy No.: (212) 526-8679

     (b) To Secore:

         Secore Financial Corporation
         3 Bethesda Metro Center, Suite 700
         Bethesda, Md 20814
         Attention:     William Tanker
         Confirmation:  (301) 664-8414
         Telecopy No.:  (301) 664-8413

     (c) To the Pledgors:
         c/o Lodgian, Inc.
         3445 Peachtree Road, N.E.
         Two Live Oak Center, Suite 700
         Atlanta, Georgia 30326
         Attention:     Robert Cole
         Confirmation:  (404) 364-0088
         Telecopy No:   (404)365-3800

with a copy to:

         Stearns Weaver Miller Weissler






         Alhadeft & Sitterson P.A.
         Museum Tower, Suite 2200
         150 West Flagler Street
         Miami, Florida 33130
         Attention:    Robert I. Weissler
         Confirmation: (305) 789-3540
         Telecopy No:  (305) 789-3395

     Section 22. General Provisions.

     (a) The Collateral Agent on behalf of Secore and its successors and assigns
shall have no obligation in respect of the Collateral,  except to use reasonable
care in holding the Collateral and to hold and dispose of the same in accordance
with the terms of this Pledge Agreement.

     (b) The failure of the Collateral Agent or Secore to exercise,  or delay in
exercising,  any right, power or remedy hereunder, shall not operate as a waiver
thereof,  nor shall any single or partial  exercise by the  Collateral  Agent or
Secore of any  right,  power or remedy  hereunder  preclude  any other or future
exercise  thereof,  or the  exercise of any other  right,  power or remedy.  The
remedies  herein  provided are  cumulative and are not exclusive of any remedies
provided by law or any other agreement.

     (c) The  representations,  covenants and agreements of the Pledgors  herein
contained shall survive the date hereof.

     (d) Neither this Pledge Agreement nor the provisions hereof can be changed,
waived or terminated orally.  This Pledge Agreement may be amended only with the
written consent of Secore, the Pledgors and the Collateral Agent (the consent of
which shall not be withheld or delayed with respect to any  amendment  that does
not adversely  effect the  Collateral  Agent).  This Pledge  Agreement  shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors,  legal  representatives and assigns. If any provision of this Pledge
Agreement  shall  be  invalid  or   unenforceable  in  any  respect  or  in  any
jurisdiction, the remaining provisions shall remain in full force and effect and
shall be enforceable to the maximum extent permitted by law.

     (e) This Pledge  Agreement may be executed in  counterparts,  each of which
shall  constitute  an  original  but all of which,  when taken  together,  shall
constitute one instrument.

     (f) Each of the parties hereto waives,  to the fullest extent  permitted by
law,  any  right  it may have to a trial by jury in  respect  of any  litigation
arising  directly or indirectly out of, under or in connection  with this Pledge
Agreement or any of the transactions contemplated hereunder or thereunder.  Each
of the parties hereto (i) certifies that no representative, agent or attorney of
any other party has represented,  expressly or otherwise,  that such other party
would not, in the event of litigation, seek to enforce the





foregoing  waiver and (ii)  acknowledges  that it has been induced to enter into
this Pledge  Agreement and the Loan  Documents to which it is a party,  by among
other things, this waiver.

     (g) This  Pledge  Agreement  shall be governed  by and  construed,  and the
obligations,  rights and remedies of the parties  hereunder shall be determined,
in  accordance  with the laws of the  State of  Georgia,  without  regard to its
conflicts of law provisions.

     (h) Each  Pledgor  irrevocably  submits to the  jurisdiction  of the United
States  District  Court for the Southern  District of New York, any court in the
State of New York located in the city and county of New York,  and any appellate
court from any thereof, in any action, suit or proceeding brought against it and
related to or in connection  with this Pledge  Agreement,  the Loan Documents or
the  transactions  contemplated  hereunder or thereunder or for  recognition  or
enforcement  of any  judgment  and each of the parties  hereto  irrevocably  and
unconditionally  agrees that all claims in respect of any such suit or action or
proceeding  may be heard or  determined  in such New York State court or, to the
extent  permitted  by law, in such  federal  court.  Each of the parties  hereto
agrees that a final  judgment in any such action,  suit or  proceeding  shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. To the extent  permitted by applicable law,
each of the parties hereby waives and agrees not to assert by way of motion,  as
a defense or otherwise in any such suit, action or proceeding, any claim that is
not personally subject to the jurisdiction of such courts, that the suit, action
or proceeding is brought in an inconvenient  forum,  that the venue of the suit,
action or  proceeding  is improper or that this Pledge  Agreement  or any of the
Loan  Documents or the subject  matter hereof or thereof may not be litigated in
or by such courts.  Each Pledgor  irrevocably  appoints and  designates  Stearns
Weaver Miller Weissler  Alhadeff & Sitterson,  P.A.,  whose address is at Museum
Tower, Suite 2200, 150 West Flagler Street,  Miami,  Florida 33130, Attn: Robert
I. Weissler, Esq., as its true and lawful attorney and duly authorized agent for
acceptance of service of legal process. Each Pledgor agrees that service of such
process upon such Person shall constitute  personal service of such process upon
it.  Service  of  process  may be made  by any  method  set  forth  in the  Loan
Agreement.  Nothing contained in this Pledge Agreement shall limit or affect the
rights of any party hereto to serve process in any other manner permitted by law
or to start legal  proceedings  related to any of the Loan Documents against any
Pledgor or its respective property in the courts of any jurisdiction.

     (i) The Collateral Agent, by the execution hereof,  acknowledges receipt of
the Pledged Shares on behalf of Secore.

                               [signatures follow]

     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Pledge Agreement on the date first above written.

LEHMAN BROTHERS HOLDINGS INC.

                                              LODGIAN, INC.

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


SECORE FINANCIAL CORPORATION
                                              SERVICO, INC.

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




SERVICO OPERATIONS CORPORATION
                                              SHARON MOTEL ENTERPRISES, INC.


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

KDS CORPORATION                               AMIOP ACQUISITION CORP.

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


SERVICO ACQUISITION CORP.                     PALM BEACH MOTEL ENTERPRISES, INC.

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


                         SCHEDULE A TO PLEDGE AGREEMENT

                             PLEDGED SHARES -LODGIAN


Certificate  No. 1, 1,000 shares of the Common Stock of SHG-S Sub, Inc. and upon
conversion of SHG-S Sub, Inc.  stock to the stock of Servico,  Inc.,  all of the
shares of Servico, Inc.

                         SCHEDULE B TO PLEDGE AGREEMENT

                             PLEDGED SHARES -SERVICO






Certificate  No. 1,  1,000  shares of the Common  Stock of  Servico  Acquisition
Corporation.

Certificate No. 2, 100 shares of the Common Stock of AMIOP Acquisition Corp.

                         SCHEDULE C TO PLEDGE AGREEMENT

                       PLEDGED SHARES -SERVICO OPERATIONS


Certificate No. 3, 50 Shares of the Common Stock of Sheffield Motel Enterprises,
Inc.

Certificate No. 2, 1,000 Shares of the Common Stock of Dothan  Hospitality 3053,
Inc.

Certificate No. 2, 1,000 Shares of the Common Stock of Dothan  Hospitality 3071,
Inc.

Certificate No. 2, 1,000 Shares of the Common Stock of Gadsden Hospitality, Inc.

Certificate  No. 1, 1,000 Shares of the Common Stock of Servico West Palm Beach,
Inc.

Certificate No. 1, 1,000 Shares of the Common Stock of Servico Pensacola, Inc.

Certificate  No. 1, 1,000 Shares of the Common Stock of Servico  Pensacola 7200,
Inc.

Certificate  No. 1, 1,000 Shares of the Common Stock of Servico  Pensacola 7330,
Inc.

Certificate No. 1, 1,000 Shares of the Common Stock of Servico Ft. Pierce, Inc.

Certificate No. 1, 1,000 Shares of the Common Stock of Servico Rolling  Meadows,
Inc.

Certificate  No. 1, 1,000  Shares of the Common Stock of Servico  Cedar  Rapids,
Inc.

Certificate No. 1, 1,000 Shares of the Common Stock of Servico Columbia, Inc.

Certificate No. 1, 1,000 Shares of the Common Stock of Servico Colesville, Inc.

Certificate No. 1, 1,000 Shares of the Common Stock of Servico Maryland, Inc.

Certificate  No. 5, 1,000 Shares of the Common Stock of N.H. Motel  Enterprises,
Inc.

Certificate No. 1, 1,000 Shares of the Common Stock of Servico Roseville, Inc.

Certificate No. 1, 1,000 Shares of the Common Stock of Albany Hotel, Inc. (f/k/a
Albany Motel Enterprises, Inc.)




Certificate No. 1, 1,000 Shares of the Common Stock of Servico Jamestown, Inc.

Certificate No. 1, 1,000 Shares of the Common Stock of Servico New York, Inc.

Certificate  No. 1, 1,000  Shares of the Common Stock of Servico  Niagra  Falls,
Inc.

Certificate  No. 1, 1,000  Shares of the Common Stock of Servico  Grand  Island,
Inc.

Certificate  No.  3,  100  Shares  of the  Common  Stock of  Fayetteville  Motel
Enterprises, Inc.

Certificate No. 6, 1,000 Shares of the Common Stock of Apico Inns of Green Tree,
Inc.

Certificate No. 1, 1,000 Shares of the Common Stock of Servico Hilton Head, Inc.

Certificate No. 1, 1,000 Shares of the Common Stock of Servico Northwoods, Inc.

Certificate  No. 1, 1,000 Shares of the Common Stock of Servico  Market  Center,
Inc.

Certificate No. 2, 1,000 Shares of the Common Stock of Servico Houston, Inc.

Certificate No. 1, 1,000 Shares of the Common Stock of Servico Windsor, Inc.

Certificate  No. 2, 1,000 Shares of the Common Stock of Servico  Silver  Spring,
Inc.

Certificate  No.  6,  60  Shares  of  the  Common  Stock  of  Palm  Beach  Motel
Enterprises, Inc.

Certificate  No. 1, 1,000  Shares of the Common Stock of Servico  Winter  Haven,
Inc.

Certificate   No.  4,  200  Shares  of  the  Common  Stock  of  Brunswick  Motel
Enterprises, Inc.


                         SCHEDULE D TO PLEDGE AGREEMENT

                             PLEDGED SHARES -SHARON


Certificate No. 4, 1,000 shares of the Common Stock of Apico Hills, Inc.


Certificate  No.  3,  1,000  shares of the  Common  Stock of  Minneapolis  Motel
Enterprises, Inc.
                                    
                         SCHEDULE E TO PLEDGE AGREEMENT

                               PLEDGED SHARES -KDS


Certificate No. 2, 1,000 shares of the Common Stock of Servico Flagstaff, Inc.





Certificate No. 2, 1,000 shares of the Common Stock of Servico Metairie, Inc.


Certificate No. 2, 1,000 shares of the Common Stock of Servico Austin, Inc.

                         SCHEDULE F TO PLEDGE AGREEMENT

                              PLEDGED SHARES -AMIOP


100% of the general partnership interests in AMI Operating Partners L.P.

                         SCHEDULE G TO PLEDGE AGREEMENT

                       PLEDGED SHARES -SERVICO ACQUISITION


100% of the limited partnership interests in AMI Operating Partners L.P.

                         SCHEDULE H TO PLEDGE AGREEMENT

                           PLEDGED SHARES -PALM BEACH


100% of the general partnership interests in Servico Centre Associates, Ltd.

                         SCHEDULE I TO PLEDGE AGREEMENT

                                    BORROWERS

1.    Sheffield Motel Enterprises, Inc.
2.    Dothan Hospitality 3053, Inc.
3.    Dothan Hospitality 3071, Inc.
4.    Gadsden Hospitality, Inc.
5.    Servico Flagstaff, Inc.
6.    AMI Operating Partners, L.P.
7.    Servico Centre Associates, Ltd.
8.    Servico West Palm Beach, Inc.
9.    Servico Pensacola, Inc.
10.   Servico Pensacola 7200, Inc.
11.   Servico Pensacola 7330, Inc.
12.   Servico Ft. Pierce, Inc.
13.   Servico Winter Haven, Inc.
14.   Brunswick Motel Enterprises, Inc.
15.   Servico Rolling Meadows, Inc.
16.   Servico Cedar Rapids, Inc.





17.   Servico Metairie, Inc.
18.   Servico Columbia, Inc.
19.   Servico Colesville, Inc.
20.   Servico Maryland, Inc.
21.   N.H. Motel Enterprises, Inc.
22.   Minneapolis Motel Enterprises, Inc.
23.   Servico Roseville, Inc.
24.   Albany Hotel, Inc. (f/k/a Albany Motel Enterprises, Inc.)
25.   Servico Jamestown, Inc.
26.   Servico New York, Inc.
27.   Servico Niagra Falls, Inc.
28.   Servico Grand Island, Inc.
29.   Fayetteville Motel Enterprises, Inc.
30.   Apico Inns of Green Tree, Inc.
31.   Apico Hills, Inc.
32.   Servico Hilton Head, Inc.
33.   Servico Northwoods, Inc.
34.   Servico Austin, Inc.
35.   Servico Market Center, Inc.
36.   Servico Houston, Inc.
37.   Servico Windsor, Inc.
38.   Servico Silver Spring, Inc.







                         SCHEDULE J TO PLEDGE AGREEMENT

                    (Section 6(f)(ii) conflicting agreements)






LENDER                           HOTEL NAME                             BORROWING ENTITY                            DOCUMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Lehman Brothers Holdings, Inc.   Holiday Inn Summit County -Frisco      Servico Frisco, Inc., a Colorado     Mortgage Note,
                                                                        corporation                          Mortgage/Deed of Trust,
                                                                                                             Loan Agreement
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc.   Holiday Inn Melbourne                  Melbourne Hospitality Associates,    Mortgage Note,
                                                                        L.P., a Florida limited partnership  Mortgage/Deed of Trust,
                                                                                                             Loan Agreement
- ------------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Corp.   Holiday Inn Augusta                    1075 Hospitality, L.P., a Georgia    Mortgage Note,
                                                                        limited partnership                  Loan Agreement
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc.   Holiday Inn & Suites Fort Wayne        Fort Wayne Hospitality Associates    Mortgage Note,
                                                                        II, L.P., a Florida limited          Mortgage/Deed of Trust,
                                                                        partnership                          Loan Agreement
- ------------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Corp.   Hilton Sioux City                      Sioux City Hospitality, L.P., an     Mortgage Note,
                                                                        Iowa limited partnership             Loan Agreement
- ------------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Corp.   Best Western Council Bluffs            Servico Council Bluffs, Inc., an     Mortgage Note,
                                                                        Iowa corporation                     Loan Agreement
- ------------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Corp.   Four Points West Des Moines (Sheraton  Servico West Des Moines, Inc., an    Mortgage Note,
                                 West)                                  Iowa corporation                     Loan Agreement
- ------------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Corp.   Holiday Inn Wichita Airport            Servico Wichita, Inc., a Kansas      Loan Agreement,
                                                                        corporation                          Mortgage Note
- ------------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Corp.   Best Western Central Omaha             Servico Omaha Central, Inc., a       Loan Agreement,
                                                                        Nebraska corporation                 Mortgage Note
- ------------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Corp.   Four Point Hotel -Omaha (Sheraton)     Servico Omaha, Inc., a Nebraska      Loan Agreement,
                                                                        corporation                          Mortgage Note
- ------------------------------------------------------------------------------------------------------------------------------------








- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc.     Crowne Plaza Worcester               Worcester Hospitality Associates,    Loan Agreement,
                                                                        L.P., a Florida limited partnership  Mortgage/Deed of Trust,
                                                                                                             Mortgage Note
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
GMAC Commercial Mortgage Corp.     Holiday Inn Richfield                Brecksville Hospitality, L.P., an    Loan Agreement,
                                                                        Ohio limited partnership             Mortgage Note
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc.     Holiday Inn Monroeville              Apico Inns of Pittsburgh, Inc., a    Loan Agreement,
                                                                        Pennsylvania corporation             Mortgage Note,
                                                                                                             Mortgage/Deed of Trust
- ------------------------------------------------------------------------------------------------------------------------------------
Column Financial, Inc.             Holiday Inn McKnight                 Southfield Hotel Group II, L.P., a   Loan Agreement,
                                                                        Michigan limited                     Promissory Note,
                                                                        partnership/McKnight Motel, Inc.,    Mortgage
                                                                        a Pennsylvania corporation
- ------------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Corp.     Holiday Inn Lansing                  Servico Lansing, Inc., a Michigan    Loan Agreement,
                                                                        corporation                          Mortgage Note
- ------------------------------------------------------------------------------------------------------------------------------------
Column Financial, Inc.             Holiday Inn Select Phoenix Airport   East Washington Associates, L.P.,    Loan Agreement,
                                                                        an Arizona limited partnership       Promissory Note,
                                                                                                             Deed of Trust
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Column Financial, Inc.             Holiday Inn Phoenix West             Servico Hotels I, Inc., a Florida    Loan Agreement,
                                                                        corporation                          Promissory Note,
                                                                                                             Deed of Trust
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Column Financial, Inc.             Radisson Hotel Phoenix Airport       Servico Hotels II, Inc., a Florida   Loan Agreement,
                                                                        corporation                          Promissory Note,
                                                                                                             Deed of Trust
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Column Financial, Inc.             Holiday Inn Palm Desert              Servico Hotels III, Inc., a Florida  Loan Agreement,
                                                                        corporation                          Promissory Note,
                                                                                                             Deed of Trust
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Column Financial, Inc.             Hilton Fort Wayne                    Servico Fort Wayne, Inc., a Florida  Loan Agreement,
                                                                        corporation                          Promissory Note,
                                                                                                             Mortgage
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Column Financial, Inc.             Radisson Hotel New Orleans           New Orleans Airport Motel            Loan Agreement,
                                                                        Associates, L.P., a Florida limited  Promissory Note,
                                                                        partnership                          Mortgage
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Column Financial, Inc.                Clarion-Royce Pittsburgh      Moon Airport Motel, Inc., a           Loan Agreement,
                                                                    Pennsylvania corporation              Promissory Note,
                                                                                                          Mortgage
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Column Financial, Inc.                Westin William Penn Hotel     Wilpen, Inc., a Pennsylvania          Loan Agreement,
                                                                    corporation                           Promissory Note,
                                                                                                          Mortgage
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Column Financial, Inc.                Holiday Inn Meadowlands       Washington Motel Enterprises, Inc.,   Loan Agreement,
                                                                    a Pennsylvania corporation            Promissory Note,
                                                                                                          Mortgage
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Column Financial, Inc.                Holiday Inn Hilton Head       Hilton Head Motel Enterprises, Inc.,  Loan Agreement,
                                                                    a South Carolina corporation          Promissory Note,
                                                                                                          Mortgage
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Column Financial, Inc.                Holiday Inn Santa Fe          Servico Hotels IV, Inc., a Florida    Loan Agreement,
                                                                    corporation                           Promissory Note,
                                                                                                          Mortgage
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Crests\144A Private Placement with    N/A                           Lodgian, Inc., a Delaware             Indenture, Debenture
NationsBanc Montgomery Securities                                   corporation
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