EXHIBIT 10.8

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

In re Chapter 11

LODGIAN, INC., et al., Case No. 01-16345 (BRL)

Debtors. (Jointly Administered)

FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER UNDER 11 U.S.C. SS. 1129(A) AND
(B) AND FED. R. BANKR. P. 3020 CONFIRMING THE FIRST AMENDED JOINT PLAN OF
REORGANIZATION OF LODGIAN, INC., ET AL., (OTHER THAN THE CCA DEBTORS), TOGETHER
WITH THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS UNDER CHAPTER 11 OF THE
BANKRUPTCY CODE

TABLE OF CONTENTS

PAGE

INTRODUCTION......................................................................................................1

DISCLOSURE STATEMENT AND SOLICITATION.............................................................................2

PLAN CONFIRMATION.................................................................................................4

FINDINGS OF FACT AND CONCLUSIONS OF LAW...........................................................................5

(A) Exclusive Jurisdiction; Venue; Core Proceeding (28 U.S.C. ss.ss. 157(b)(2), 1334(a)).....................5

(B) Judicial Notice..........................................................................................5

(D) Transmittal and Mailing of Materials; Notice.............................................................6

(E) Voting...................................................................................................6

(F) Classes deemed to have accepted the Plan.................................................................6

(G) Classes deemed to have rejected the Plan.................................................................6

(H) Plan Compliance with Bankruptcy Code (11 U.S.C. ss. 1129(a)(1))..........................................6

(1) Proper Classification (11 U.S.C. ss.ss. 1122, 1123(a)(1)).......................................6

(2) Specified Unimpaired Classes (11 U.S.C. ss. 1123(a)(2)).........................................7

(3) Specified Treatment of Impaired Classes (11 U.S.C. ss. 1123(a)(3))..............................7

(4) No Discrimination (11 U.S.C. ss. 1123(a)(4))....................................................7

(5) Implementation of Plan (11 U.S.C. ss. 1123(a)(5))...............................................8

(6) Non-Voting Equity Securities (11 U.S.C. ss. 1123(a)(6)).........................................8

(7) Designation of Directors (11 U.S.C. ss. 1123(a)(7)).............................................8

(8) Additional Plan Provisions (11 U.S.C. ss. 1123(b))..............................................9

(9) Bankruptcy Rule 3016(a).........................................................................9

(I) Debtors' Compliance with Bankruptcy Code (11 U.S.C. ss. 1129(a)(2))......................................9

(J) Plan Proposed in Good Faith (11 U.S.C. ss. 1129(a)(3))...................................................9

(K) Payments for Services or Costs and Expenses (11 U.S.C. ss. 1129(a)(4))..................................10

(L) Directors, Officers, and Insiders (11 U.S.C. ss. 1129(a)(5))............................................10

(M) No Rate Changes (11 U.S.C. ss. 1129(a)(6))..............................................................10

(N) Best Interests of Creditors (11 U.S.C. ss. 1129(a)(7))..................................................10

(O) Acceptance of Certain Classes (11 U.S.C. ss. 1129(a)(8))................................................11

(P) Treatment of Administrative and Tax Claims (11 U.S.C. ss. 1129(a)(9))...................................11

TABLE OF CONTENTS
(CONTINUED)

(Q) Treatment of Secured Tax Claims.........................................................................12

(R) Acceptance By Impaired Classes (11 U.S.C. ss. 1129(a)(10))..............................................12

(S) Feasibility (11 U.S.C. ss. 1129(a)(11)).................................................................13

(T) Payment of Fees (11 U.S.C. ss. 1129(a)(12)).............................................................13

(U) Continuation of Retiree Benefits (11 U.S.C. ss. 1129(a)(13))............................................13

(V) Fair and Equitable; No Unfair Discrimination (11 U.S.C. ss. 1129(b))....................................13

(W) Principal Purpose of the Plan (11 U.S.C. ss. 1129(d))...................................................14

(X) Modifications to the Plan...............................................................................14

(Y) Good Faith Solicitation (11 U.S.C. ss. 1125(e)).........................................................14

(Z) Assumption and Rejection................................................................................15

(AA) Class 4 Compromise......................................................................................15

(BB) Satisfaction of Confirmation Requirements...............................................................16

(CC) Retention of Jurisdiction...............................................................................16

DECREES..........................................................................................................17

1. Confirmation............................................................................................17

2. Amendments..............................................................................................17

3. Objections..............................................................................................17

4. Plan Classification Controlling.........................................................................17

5. Binding Effect..........................................................................................18

6. Vesting of Assets (11 U.S.C. ss. 1141(b) and (c)).......................................................18

7. Assumption or Rejection of Executory Contracts and Unexpired Leases (11 U.S.C. ss. 1123(b)(2))..........19

8. Bar Date for Rejection Damage Claims....................................................................19

9. General Authorizations..................................................................................20

10. Authorization in connection with Exit Financing Agreements..............................................20

(a) Impac Hotel Group, LLC.........................................................................20

(b) Servico Operations Corp........................................................................21

11. Authorization to enter into certain Stipulations........................................................21

TABLE OF CONTENTS
(CONTINUED)

12. Authorization of Liquidating Debtors....................................................................22

13. Lennar Debtors..........................................................................................22

14. Corporate Action........................................................................................23

15. Issuance of New Securities..............................................................................23

16. Securities Laws Exemption...............................................................................23

17. DIP Financing Facility..................................................................................23

18. Exit Financing Agreements...............................................................................24

19. Plan Supplement.........................................................................................25

20. Governmental Approvals Not Required.....................................................................25

21. Exemption From Certain Taxes............................................................................26

22. Distributions...........................................................................................26

23. Waiver of Subordination.................................................................................27

24. Final Fee Applications..................................................................................28

25. Discharge of Claims and Termination of Equity Interests.................................................28

26. Discharge of Debtors....................................................................................29

27. Indenture Trustees' Fees and Expenses...................................................................29

28. Survival of Corporate Indemnitees.......................................................................29

29. Releases, Exculpations, and Injunctions.................................................................30

30. Termination of Injunctions and Automatic Stay...........................................................30

31. Disallowance of Adequate Protection Claims..............................................................30

32. Termination of Adequate Protection Liens................................................................30

33. Cancellation of Existing Securities and Agreements......................................................31

34. Chilmark Fees...........................................................................................31

35. Evercore Fees...........................................................................................31

36. Nonoccurrence of Effective Date.........................................................................32

37. Notice of Entry of Confirmation Order...................................................................32

38. Notice of Effective Date................................................................................33

39. Authorization to File Conformed Plan....................................................................33

40. Binding Effect..........................................................................................33

iii

TABLE OF CONTENTS
(CONTINUED)

41. Severability............................................................................................33

42. Conflicts Between Order and Plan........................................................................33

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

In re Chapter 11

LODGIAN, INC., et al., Case No. 01-16345 (BRL)

Debtors. (Jointly Administered)

INTRODUCTION

Lodgian, Inc. and certain of its direct and indirect
subsidiaries (other than the CCA Debtors(1)), as debtors and debtors in
possession (collectively, "Lodgian" or the "Debtors")(2) in the above-captioned
chapter 11 cases (the "Chapter 11 Cases") and the Official Committee of
Unsecured Creditors (the "Committee" and, together with the Debtors, the "Plan
Proponents") have proposed the Joint Plan Of Reorganization Of Lodgian, Inc.,
et al., (Other Than The CCA Debtors), Together With The Official Committee Of
Unsecured Creditors Under Chapter 11 Of The Bankruptcy Code, dated as of
September 25, 2002 (the "Initial Plan"), as modified by that certain First
Amended Joint Plan Of Reorganization Of Lodgian, Inc., et al., (Other Than The
CCA Debtors), Together With The Official Committee Of Unsecured Creditors Under
Chapter

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(1) Impac Hotels II, L.L.C. and Impac Hotels III, L.L.C.

(2) The Confirmation Hearing with respect to the Debtor Raleigh-Downtown
Enterprises, Inc. (Case No. 01-16405) is being adjourned. Accordingly, this
Order shall not apply to Raleigh-Downtown Enterprises, Inc.'s Chapter 11 Case.

11 Of The Bankruptcy Code, dated as of November 1, 2002 a true and correct copy
of which is annexed hereto as Exhibit "A" (as amended, the "Plan").(3)

DISCLOSURE STATEMENT AND SOLICITATION

After hearings held on September 24, 2002 and September 26,
2002 (together, the "Disclosure Statement Hearing"), the Disclosure Statement
in support of the Plan, dated as of September 25, 2002 (as transmitted to
parties in interest, the "Disclosure Statement") was approved by an order this
Court(4) as containing "adequate information" pursuant to section 1125 of the
Bankruptcy Code (the "Disclosure Statement Approval Order").

On or before October 8, 2002, the Debtors having mailed or
caused to be mailed, by first class mail, the solicitation packages (the
"Solicitation Packages") containing copies of, inter alia, (1) the Disclosure
Statement Approval Order, (2) the Disclosure Statement Approval Notice, setting
forth, among other things, (a) notice of entry of the Disclosure Statement
Approval Order, (b) the Voting Deadline for the submission of Ballots to accept
or reject the Plan, (c) the time fixed for filing objections to confirmation of
the Plan, and (iv) the time, date and place of the Confirmation Hearing, (3) a
Ballot or Notice of Non-Voting Status, as applicable, and (4) the approved form
of the Disclosure Statement (together with the Plan annexed thereto as Exhibit
"A") to (i) the parties in interest listed on the Master Service List (as
defined in this Court's Order Establishing Notice Procedures, dated December
21, 2001),

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(3) Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to such terms in the Plan and/or the Disclosure
Statement Approval Order. Any capitalized term not defined in the Plan, the
Disclosure Statement Approval Order, or this Confirmation Order, but is used in
title 11 of the United States Code, as amended (the "Bankruptcy Code") or the
Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), shall have the
meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules.

(4) This Court entered an order approving the Disclosure Statement on
September 26, 2002 and a Corrected Order on October 2, 2002, to reflect a
revised address to which administrative proofs of claim should be mailed.

(ii) attorneys for the Committee, (iii) the U.S. Trustee, (iv) all persons or
entities that filed proofs of claim on or before the date of the Disclosure
Statement Notice, except to the extent that a claim was paid pursuant to, or
expunged by, prior order of this Court, (v) all persons or entities listed in
the Debtors' Schedules as holding liquidated, noncontingent, and undisputed
claims in an amount greater than zero, (vi) the transfer agent(s) and
registered holders of the Debtors' Class 4 senior subordinated note claims,
Class 7 CRESTS claims, and Class 8 Equity Interests, (vii) all other parties in
interest that have filed a request for notice pursuant to Bankruptcy Rule 2002
in the Debtors' chapter 11 cases, (viii) the Securities and Exchange
Commission, (ix) the Internal Revenue Service, (x) the Department of Justice,
(xi) the Pension Benefit Guaranty Corporation, and (xii) any entity that has
filed with the Court a notice of transfer of a claim under Bankruptcy Rule
3001(e) prior to date of the Disclosure Statement Notice, and (xiii) any other
known holders of claims against the Debtors.

The Debtors filed the certificates of publication of Gary
Morris, Advertising Clerk of the Publisher of The Wall Street Journal sworn to
on September 5, 2002; Cathy Zike, Principal Clerk of the Publisher of The New
York Times, sworn to on September 18, 2002; and Cheryl Rothlein, Principal
Clerk of USA Today, sworn to on August 29, 2002, attesting to the fact that
notice of the Confirmation Hearing was published on August 26, 2002 in
accordance with this Court's scheduling order dated August 21, 2002.

The Debtors filed the Declaration of Debra L. Reyes
Certifying the Acceptances and Rejections of the Plan, sworn to on November 4,
2002, (the "Reyes Affidavit") attesting and certifying the method and results
of the ballot tabulation for the Classes of Claims entitled to vote to accept
or reject the Plan (the "Voting Report").

PLAN CONFIRMATION

Six (6) objections or purported objections to confirmation of
the Plan were timely filed and served (the "Objections"). Five (5) of the
Objections have been withdrawn or resolved on the terms and conditions
described on the record of the Confirmation Hearing (collectively, the
"Resolved Objections"), and the remaining Limited Objection of PCG/Macon
Investment Corp. and PCG Development Partners L.L.C. dated October 28, 2002
(the "PCG Objection") is overruled on the merits pursuant to this Confirmation
Order.

The Debtors filed (i) a memorandum of law in support of
confirmation of the Plan dated November 1, 2002 (the "Confirmation
Memorandum"), (ii) the Plan Supplement dated October 23, 2002 (as may be
amended, the "Plan Supplement"); (iii) a response to the PCG Objection dated
November 4, 2002 (the "Response"); (iv) the Declaration of David Hawthorne in
Support of Confirmation of Plan dated November 1, 2002 (the "Hawthorne
Affidavit"); and (v) the Declaration of Matthew Rosenberg of Chilmark Partners
LP in Support of Confirmation of the Plan dated November 1, 2002 (the "Chilmark
Affidavit", and together with the Hawthorne Affidavit and Reyes Affidavit, the
"Confirmation Affidavits").

The provisions of the Plan are amended to reflect the various
amendments to the Plan all as set forth in the various modifications filed with
this Court and by the Plan Proponents on the record at the Confirmation
Hearing.

The Plan is a separate plan for each Debtor's estate.
Accordingly, the provisions of the Plan, including without limitation the
definitions and distributions to creditors and equity interest holders, shall
apply to the respective assets of, claims against, and equity interests in,
such Debtor's separate estate.

Based upon the Bankruptcy Court's review of the Disclosure
Statement, Plan, Plan Supplement, Voting Report, Confirmation Affidavits,
Response, and Confirmation

Memorandum; and upon (a) all the evidence proffered or adduced at, memoranda
and Objections filed in connection with, and arguments of counsel made at, the
Confirmation Hearing, and (b) the entire record of these Chapter 11 Cases; and
after due deliberation thereon and good cause appearing therefore,

FINDINGS OF FACT AND CONCLUSIONS OF LAW

IT IS HEREBY FOUND AND DETERMINED THAT:(5)

(A) Exclusive Jurisdiction; Venue; Core Proceeding (28
U.S.C. ss.ss. 157(b)(2), 1334(a)). This Bankruptcy Court has jurisdiction over
these cases pursuaNt to sections 157 and 1334 of title 28 of the United States
Code. Venue is proper pursuant to sections 1408 and 1409 of title 28 of the
United States Code. Confirmation of the Plan is a core proceeding pursuant to
28 U.S.C. ss. 157(b)(2)(L), and this Bankruptcy Court has exclusive
jurisdiction to determine whetheR the Plan complies with the applicable
provisions of the Bankruptcy Code and should be confirmed.

(B) Judicial Notice. This Bankruptcy Court takes
judicial notice of the docket of the Chapter 11 Cases maintained by the Clerk
of the Bankruptcy Court and/or its duly-appointed agent, including, without
limitation, all pleadings and other documents filed, all orders entered, and
evidence and argument made, proffered, or adduced at the hearings held before
the Bankruptcy Court during the pendency of the Chapter 11 Cases, including,
but not limited to, the hearings to consider the adequacy of the Disclosure
Statement.

(C) Burden of Proof. The Debtors have the burden of
proving the elements of sections 1129(a) and (b) of the Bankruptcy Code by a
preponderance of evidence.

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(5) Pursuant to Bankruptcy Rule 7052, findings of fact shall be construed
as conclusions of law and conclusions of law shall be construed as findings of
fact when appropriate.

(D) Transmittal and Mailing of Materials; Notice. The
Disclosure Statement, the Plan, the Ballots or Notice of Non-Voting Status, as
the case may be, the Disclosure Statement Approval Order, and the Disclosure
Statement Approval Notice, which were transmitted and served as set forth in
the Reyes Affidavit, shall be deemed to have been transmitted and served in
compliance with the Disclosure Statement Approval Order and the Bankruptcy
Rules, and such transmittal and service were adequate and sufficient, and no
other or further notice is or shall be required.

(E) Voting. Votes to accept and reject the Plan have
been solicited and tabulated fairly, in good faith, and in a manner consistent
with the Bankruptcy Code, the Bankruptcy Rules, the Disclosure Statement
Approval Order, and industry practice.

(F) Classes deemed to have accepted the Plan. Classes 2,
9 (Lodgian Subclasses) and 10-C are unimpaired and are deemed to have accepted
the Plan pursuant to section 1126(f) of the Bankruptcy Code.

(G) Classes deemed to have rejected the Plan. Classes 3
(Liquidating Subclasses), 9 (Liquidating Subclasses), and 11 will not receive
any property under the Plan and, with respect to Class 8, will not receive any
property from the Debtors under the Plan, and therefore are all deemed to have
rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code.

(H) Plan Compliance with Bankruptcy Code (11 U.S.C. ss.
1129(a)(1)). The Plan complies with the applicable provisions of the Bankruptcy
Code, thereby satisfying section 1129(a)(1) of the Bankruptcy Code.

(1) Proper Classification (11 U.S.C. ss.ss.
1122, 1123(a)(1)). In addition to the Administrative Expense Claims
(consisting of Claims under the headings Compensation and
Reimbursement Claims, DIP Financing Facility Claims and Indenture

Trustee Claims) and Priority Tax Claims listed in Section 2 of the
Plan, which need not be designated, the Plan designates 10 Classes of
Claims and Equity Interests.(6) Each Secured Claim, General Unsecured
Claim, Debtor Owned Old Subsidiary Equity Interest, and Third Party
Old Subsidiary Equity Interest shall be deemed to be separately
classified in a subclass of Classes 1, 3, 9 and 10, respectively, and
shall have all rights associated with separate classification under
the Bankruptcy Code. The Claims and Equity Interests placed in each
Class are substantially similar to other Claims and Equity Interests,
as the case may be, in each such Class. Valid business, factual, and
legal reasons exist for separately classifying the various Classes of
Claims and Equity Interests created under the Plan, and such Classes
do not unfairly discriminate between holders of Claims and Equity
Interests. The Plan satisfies sections 1122 and 1123(a)(1) of the
Bankruptcy Code.

(2) Specified Unimpaired Classes (11 U.S.C. ss.
1123(a)(2)). Section 4 of the Plan specifies that Classes 2, 9
(Lodgian Subclasses), and 10-C are unimpaired under the Plan, thereby
satisfying section 1123(a)(2) of the Bankruptcy Code.

(3) Specified Treatment of Impaired Classes (11
U.S.C. ss. 1123(a)(3)). Section 4 of the Plan designates Classes 1, 3,
4, 5, 7, 8, 9 (Liquidating Subclasses), 10-A, 10-B, 10-D and 11 as
impaired and specifies the treatment of Claims and Equity Interests in
those Classes, thereby satisfying section 1123(a)(3) of the Bankruptcy
Code.

(4) No Discrimination (11 U.S.C. ss.
1123(a)(4)). The Plan provides for the same treatment by the Debtors
for each Claim or Equity Interest in each respective Class unless the
holder of a particular Claim or Equity Interest has agreed to a less

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(6) The Plan excludes the designation of Classes 6 and 6A which are
expressly reserved and do not provide for any treatment of Claims or Equity
Interests under the Plan.

favorable treatment of such Claim or Equity Interest, thereby
satisfying section 1123(a)(4) of the Bankruptcy Code.

(5) Implementation of Plan (11 U.S.C. ss.
1123(a)(5)). The Plan provides adequate and proper means for the
Plan's implementation, including, among other things, (i) the Exit
Financing Agreements; (ii) the issuance of Plan Securities; (iii) the
execution and delivery of Warrant Agreements; (iv) the waiver of
subordination rights; (v) the execution and delivery of Registration
Rights Agreement; (v) the listing of the Plan Securities; (vi) the
adoption and implementation of the New Equity Incentive Plan; (vii)
the cancellation of existing securities, instruments, and other
documentation; (viii) the selection of directors and officers for the
Reorganized Debtors, as disclosed on the Debtors' website; (ix) the
amendment of the certificates of incorporation, bylaws and similar
reorganizational documents; (x) the approval and implementation of the
Class 4 Compromise; (xi) the issuance of Class 1 Amended Notes, the
Subclass 1-H Note and the Subclass 1-O Note and the related financing
documents; (xii) the liquidation and dissolution of the Liquidating
Debtors; (xiii) the transfer of assets; and (ix) the establishment of
new entities.

(6) Non-Voting Equity Securities (11 U.S.C. ss.
1123(a)(6)). Section 6.10 of the Plan provides that the Amended
Organization Documents shall prohibit the issuance of nonvoting equity
securities. Thus, the requirements of section 1123(a)(6) of the
Bankruptcy Code are satisfied.

(7) Designation of Directors (11 U.S.C. ss.
1123(a)(7)). Section 6.9 of the Plan contains provisions with respect
to the manner of selection of directorS of the Reorganized Debtors
that are consistent with the interests of creditors, equity security
holders, and public policy in accordance with section 1123(a)(7).

(8) Additional Plan Provisions (11 U.S.C. ss.
1123(b)). The Plan's provisions are appropriate and not inconsistent
with the applicable provisions of the Bankruptcy Code.

(9) Bankruptcy Rule 3016(a). The Plan is dated
and identifies the entities submitting it as the Plan Proponents,
thereby satisfying Bankruptcy Rule 3016(a).

(I) Debtors' Compliance with Bankruptcy Code (11
U.S.C. ss. 1129(a)(2)). The Debtors have complied with the applicable provisions
of the Bankruptcy Code, thereby satisfying section 1129(a)(2) of the Bankruptcy
Code. Specifically:

(i) The Debtors are proper debtors under
section 109 of the Bankruptcy Code.

(ii) The Debtors have complied with applicable
provisions of the Bankruptcy Code, except as otherwise
provided or permitted by orders of the Bankruptcy Court.

(iii) The Debtors have complied with the
applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, and the Disclosure Statement Approval Order in
transmitting the Plan, the Disclosure Statement, the Ballots
or Notice of Non-Voting Status, as the case may be, and
related documents in soliciting and tabulating votes on the
Plan.

(J) Plan Proposed in Good Faith (11 U.S.C. ss.
1129(a)(3)). The Plan Proponents have proposed the Plan in good faith and not
by any means forbidden by law, thereby satisfying section 1129(a)(3) of the
Bankruptcy Code. The Plan Proponents' good faith is evident from the facts and
records of these Chapter 11 Cases, the Disclosure Statement and the hearings
thereon, and the record of the Confirmation Hearing and other proceedings held
in these Chapter 11 Cases. The Plan was proposed with the legitimate and honest
purpose of maximizing

the value of the Debtors' estates and to effectuate a successful reorganization
of the Debtors, and with respect to the Liquidating Debtors, a successful
wind-down.

(K) Payments for Services or Costs and Expenses (11
U.S.C. ss. 1129(a)(4)). Any payment made or to be made by any of the Debtors
for services or for costs and expenses in or in connection with the Chapter 11
Cases, or in connection with the Plan and incident to the Chapter 11 Cases, has
been approved by, or is subject to the approval of, the Bankruptcy Court as
reasonable, thereby satisfying section 1129(a)(4) of the Bankruptcy Code.

(L) Directors, Officers, and Insiders (11 U.S.C. ss.
1129(a)(5)). The Plan proponents have complied with section 1129(a)(5) of the
Bankruptcy Code. The identity and affiliations of the persons proposed to serve
as initial directors or officers of the Reorganized Debtors and, to the extent
necessary, the Liquidating Debtors after confirmation of the Plan have been
fully disclosed in the Plan Supplement, and the appointment to, or continuance
in, such offices of such persons is consistent with the interests of holders of
Claims against and Equity Interests in the Debtors and with public policy. The
identity of any insider that will be employed or retained by the Reorganized
Debtors or the Liquidating Debtors and the nature of such insider's
compensation have also been fully disclosed.

(M) No Rate Changes (11 U.S.C. ss. 1129(a)(6)). After
confirmation of the Plan, the Debtors' businesses will not involve rates
established or approved by, or otherwise subject to, any governmental
regulatory commission. Thus, section 1129(a)(6) of the Bankruptcy Code is not
applicable in these Chapter 11 Cases.

(N) Best Interests of Creditors (11 U.S.C. ss.
1129(a)(7)). The Plan satisfies section 1129(a)(7) of the Bankruptcy Code. The
liquidation analyses provided in the Disclosure Statement, Plan Supplement, the
Confirmation Affidavits, and other evidence proffered or adduced at or prior to
the Confirmation Hearing (a) are persuasive and credible, (b) have not

been controverted by other evidence, and (c) establish that each holder of an
impaired Claim or Equity Interest either has accepted the Plan or will receive
or retain under the Plan, on account of such Claim or Equity Interest, property
of a value, as of the Effective Date, that is not less than the amount that
such holder would receive or retain if the Debtors were liquidated under
chapter 7 of the Bankruptcy Code on such date.

(O) Acceptance of Certain Classes (11 U.S.C. ss.
1129(a)(8)). Classes 2, 9 (Lodgian Subclasses) and 10-C of the Plan are Classes
of unimpaired Claims that are conclusively presumed to have accepted the Plan
under section 1126(f) of the Bankruptcy Code and the accepting Classes as set
forth in the Reyes Affidavit have voted to accept the Plan in accordance with
sections 1126(c) and (d) of the Bankruptcy Code (the "Accepting Classes") and
therefore satisfy section 1129(a)(8) of the Bankruptcy Code. Although section
1129(a)(8) has not been satisfied with respect to (i) Classes 3 (Liquidating
Subclasses), 9 (Liquidating Subclasses) and 11, which will not receive any
property under the Plan and, therefore, are deemed to have rejected the Plan
pursuant to section 1126(g) of the Bankruptcy Code, (ii) Class 8, which will
not receive any property from the Debtors under the Plan, and, therefore, is
deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy
Code and (iii) the Class 3 rejections against the Debtors Servico, Inc.,
McKnight Motel, Inc. and Servico Hotels I, Inc., as set forth in the Reyes
Affidavit, (all of the foregoing, the "Rejecting Classes"), the Plan is
confirmable because the Plan satisfies section 1129(b) of the Bankruptcy Code
with respect to the Rejecting Classes identified above.

(P) Treatment of Administrative and Tax Claims (11
U.S.C. ss. 1129(a)(9)). The treatment of Administrative Expense Claims and
Priority Non-Tax Claims pursuant to Sections 2.1 and 4.2 of the Plan satisfies
the requirements of sections 1129(a)(9)(A) and (B) of the Bankruptcy Code, and
the treatment of Priority Tax Claims pursuant to Section 2.3 of the

Plan satisfies the requirements of section 1129(a)(9)(C) of the Bankruptcy
Code. Allowed Priority Tax Claims only constitute unsecured Claims against the
applicable Debtor's estate and the holder of such Allowed Priority Tax Claim
shall not have any lien securing such Claim or otherwise be permitted to assert
any other encumbrance against property of the applicable Debtor relating to
such Claim. Except to the extent that a holder of an Allowed Priority Tax Claim
and the applicable Debtor agree to a different treatment, each holder of an
Allowed Priority Tax Claim shall receive, in full satisfaction of such Claim,
payment in Cash of the Allowed Amount of such Claim over a period not exceeding
six (6) years after the date of assessment of such Claim, with interest at a
rate equal to the Federal Judgment Rate as of the Confirmation Date, payable
monthly, in periodic payments having a value, as of the Effective Date, equal
to the amount of such Allowed Priority Tax Claim. The treatment of Allowed
Priority Tax Claims will be memorialized in a tax note (the "Tax Note"),
substantially in the form annexed hereto as Exhibit "B", which shall be given
to each holder of an Allowed Priority Tax Claim.

(Q) Treatment of Secured Tax Claims. In connection with
any Allowed Secured Claim relating to a tax claim that is not an Allowed
Priority Tax Claim and which is treated as a Secured Claim under Class 1-P of
the Plan, except to the extent that a holder of such an Allowed Secured Claim
and the applicable Debtor agree to a different treatment, each holder of such
an Allowed Secured Claim shall receive a Tax Note pursuant to section 4.1 of
the Plan.

(R) Acceptance By Impaired Classes (11 U.S.C. ss.
1129(a)(10)). At least one Class of Claims against each of the Debtors that is
impaired under the Plan has accepted the Plan, determined without including any
acceptance of the Plan by any insider, thus satisfying the requirements of
section 1129(a)(10) of the Bankruptcy Code.

(S) Feasibility (11 U.S.C. ss. 1129(a)(11)). The
Disclosure Statement, Plan, Plan Supplement, Voting Report, Confirmation
Affidavits, Response, Confirmation

Memorandum, and all evidence proffered or adduced at the Confirmation Hearing
(a) is persuasive and credible, (b) has not been controverted by other
evidence, and (c) establishes that confirmation of the Plan is not likely to be
followed by the liquidation (except with respect to the Liquidating Debtors),
or the need for further financial reorganization, of the Reorganized Debtors,
thus satisfying the requirements of section 1129(a)(11) of the Bankruptcy Code.

(T) Payment of Fees (11 U.S.C. ss. 1129(a)(12)). All
fees payable under section 1930 of title 28, United States Code, as determined
by the Bankruptcy Court on the Confirmation Date, have been paid or will be
paid pursuant to Section 13.7 of the Plan on the Effective Date, thus
satisfying the requirements of section 1129(a)(12) of the Bankruptcy Code.

(U) Continuation of Retiree Benefits (11 U.S.C. ss.
1129(a)(13)). Section 13.1 of the Plan provides that, on and after the
Effective Date, the Reorganized Debtors will continue to pay all "retiree
benefits" (as defined in section 1114(a) of the Bankruptcy Code), at the level
established pursuant to section 1114 of the Bankruptcy Code at any time prior
to confirmation of the Plan, for the duration of the period the Debtors have
obligated themselves to provide such benefits. Thus, the requirements of
section 1129(a)(13) of the Bankruptcy Code are satisfied.

(V) Fair and Equitable; No Unfair Discrimination (11
U.S.C. ss. 1129(b)). Based upon the Confirmation Affidavits and the evidence
proffered, adduced, or presented by the Debtors at the Confirmation Hearing,
the Plan does not discriminate unfairly and is fair and equitable with respect
to the Rejecting Classes as required by section 1129(b)(1) of the Bankruptcy
Code. Thus, the Plan may be confirmed notwithstanding the Debtors' failure to
satisfy section 1129(a)(8) of the Bankruptcy Code. Accordingly, upon
confirmation and the occurrence of the Effective Date, the Plan shall be
binding upon the members of the Rejecting Classes.

(W) Principal Purpose of the Plan (11 U.S.C. ss.
1129(d)). The principal purpose of the Plan is not the avoidance of taxes or
the avoidance of the application of Section 5 of the Securities Act of 1933.

(X) Modifications to the Plan. The modifications to the
Plan as set forth in the plan modifications filed with this Court and on the
record at the Confirmation Hearing constitute technical changes and/or changes
with respect to particular Claims by agreement with holders of such Claims, and
do not materially adversely affect or change the treatment of any Claims or
Equity Interests. Accordingly, pursuant to Bankruptcy Rule 3019, these
modifications do not require additional disclosure under section 1125 of the
Bankruptcy Code or resolicitation of votes under section 1126 of the Bankruptcy
Code, nor do they require that holders of Claims or Equity Interests be
afforded an opportunity to change previously cast acceptances or rejections of
the Plan.

(Y) Good Faith Solicitation (11 U.S.C. ss. 1125(e)).
Based on the record before the Bankruptcy Court in these Chapter 11 Cases, the
Debtors and their directors, officers, employees, shareholders, members,
agents, advisors, accountants, investment bankers, consultants, attorneys, and
other representatives have acted in "good faith" within the meaning of section
1125(e) of the Bankruptcy Code in compliance with the applicable provisions of
the Bankruptcy Code and Bankruptcy Rules in connection with all their
respective activities relating to the solicitation of acceptances to the Plan
and their participation in the activities described in section 1125 of the
Bankruptcy Code, and are entitled to the protections afforded by section
1125(e) of the Bankruptcy Code and the exculpation provisions set forth in
Section 11.7 of the Plan.

(Z) Assumption and Rejection. Section 9 of the Plan
governing the assumption and rejection of executory contracts and unexpired
leases satisfies the requirements

of section 365(b) of the Bankruptcy Code. Pursuant to Section 9.2 of the Plan,
except as may otherwise be agreed to by the parties, within thirty (30) days
after the Confirmation Date, the Debtors file and serve a statement with the
Bankruptcy Court listing the cure amounts of all executory contracts or
unexpired leases to be assumed. The parties to such executory contracts or
unexpired leases to be assumed by the applicable Debtor shall have fifteen (15)
days from service to object to the cure amounts listed by the applicable
Debtor. If there are any objections filed which are not resolved consensually
by the applicable Debtor, then, upon request of the applicable Debtor, the
Bankruptcy Court shall hold a hearing. Prior to and after the Effective Date,
the applicable Debtor shall retain its right to reject any of its executory
contracts or unexpired leases, including contracts or leases that are subject
to a dispute concerning amounts necessary to cure any defaults. Notwithstanding
the foregoing, at all times through the date that is five (5) Business Days
after the Bankruptcy Court enters an order resolving and fixing the amount of a
disputed cure amount, the Debtors shall have the right to reject such executory
contract or unexpired lease.

(AA) Class 4 Compromise. The Class 4 Compromise embodied
in the Plan as a settlement of certain issues between the Debtors and the
holders of the Senior Subordinated Notes Claims, including the amount of
Allowed Senior Subordinated Notes Claims against each Senior Subordinated Notes
Guarantor Debtor, the determination of the Debtors that are liable as Senior
Subordinated Notes Guarantor Debtors, as well as the valuation of the Debtors
on which recoveries on account of Allowed Claims and Allowed Equity Interests
should be based, is hereby approved pursuant to Bankruptcy Rule 9019 as a fair,
prudent, and reasonable compromise of the controversies resolved by such
settlement and is binding upon all entities affected thereby.

(BB) Satisfaction of Confirmation Requirements. The Plan
satisfies the requirements for confirmation set forth in section 1129 of the
Bankruptcy Code.

(CC) Retention of Jurisdiction. The Bankruptcy Court may
properly retain jurisdiction over the matters set forth in Section 12 of the
Plan and section 1142 of the Bankruptcy Code.

DECREES

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED
THAT:

1. Confirmation. The Plan, as modified, is approved and
confirmed under section 1129 of the Bankruptcy Code. The terms of the Plan and
the Plan Supplement are incorporated by reference into and are an integral part
of the Plan and this Confirmation Order.

2. Amendments. The modifications of the Plan as
reflected on the record at the Confirmation Hearing meet the requirements of
sections 1127(a) and (c), such modifications do not adversely change the
treatment of the Claim of any creditor or Equity Interest of any equity
security holder within the meaning of Bankruptcy Rule 3019, and no further
solicitation or voting is required.

3. Objections. All Objections that have not been
withdrawn, waived, or settled, and all reservations of rights pertaining to
confirmation of the Plan included therein, are overruled on the merits.

4. Plan Classification Controlling. The classifications
of Claims and Equity Interests for purposes of the distributions to be made
under the Plan shall be governed solely by the terms of the Plan. The
classifications set forth on the Ballots tendered to or returned by the
Debtors' creditors in connection with voting on the Plan (a) were set forth on
the Ballots solely

for purposes of voting to accept or reject the Plan, (b) do not necessarily
represent, and in no event shall be deemed to modify or otherwise affect, the
actual classification of such Claims and Equity Interests under the Plan for
distribution purposes, and (c) shall not be binding on the Debtors (the Lodgian
and Liquidating Debtors) or the Reorganized Debtors.

5. Binding Effect. The Plan and its provisions shall be
binding upon the Debtors (the Lodgian and Liquidating Debtors), the Reorganized
Debtors, the Disbursing Agent, the Committee, any entity acquiring or receiving
property or a distribution under the Plan, and any holder of a Claim against or
Equity Interest in the Debtors, including all governmental entities (including
without limitation all taxing authorities), whether or not the Claim or Equity
Interest of such holder is impaired under the Plan, whether or not the Claim or
Equity Interest is Allowed, and whether or not such holder or entity has
accepted the Plan.

6. Vesting of Assets (11 U.S.C. ss. 1141(b) and (c)).
Pursuant to Section 11.1 of the Plan, except as otherwise provided in the Plan,
each Debtor will, as a Reorganized Debtor or Liquidating Debtor, as applicable,
continue to exist after the Effective Date as a separate corporate entity, with
all the powers of a corporation under applicable law and without prejudice to
any right to alter or terminate such existence (whether by merger, dissolution,
or otherwise) under applicable state law. Except as otherwise expressly
provided in the Plan, upon the Effective Date all property of the Debtors'
estates shall vest in the Reorganized Debtors, or the Liquidating Debtors, as
applicable, free and clear of all Claims, liens, encumbrances, charges, and
other interests, and all such Claims, liens, encumbrances, charges, and other
interests shall be extinguished. From and after the Effective Date, each
Reorganized Debtor may operate its business and may use, acquire, and dispose
of property, and compromise or settle any Claims and Equity Interests without
supervision or approval by the Bankruptcy Court and free of any restrictions of
the Bankruptcy Code or Bankruptcy Rules, other than those restrictions
expressly

imposed by the Plan or this Confirmation Order. From and after the Effective
Date, each Liquidating Debtor shall continue in existence for the purpose of
(i) winding up their affairs, (ii) liquidating, by conversion to Cash or other
methods, assets of their estates, (iii) enforcing and prosecuting of claims,
interests, rights and privileges of the Liquidating Debtors without supervision
or approval by the Bankruptcy Court and free of any restrictions of the
Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly
imposed by the Plan or this Confirmation Order, (iv) administering this Plan,
including, without limitation, objecting to Disputed Claims, and (v) filing
appropriate tax returns.

7. Assumption or Rejection of Executory Contracts and
Unexpired Leases (11 U.S.C. ss. 1123(b)(2)). Except as otherwise provided for
herein, pursuant to Section 9.1 of the Plan, on the Effective Date, all
executory contracts and unexpired leases to which each Debtor is a party shall
be deemed rejected as of the Effective Date, except for an executory contract
or unexpired lease that (i) has been assumed or rejected pursuant to a Final
Order of the Bankruptcy Court, (ii) is specifically designated as a contract or
lease to be assumed on the Schedule of Assumed Contracts set forth in the Plan
Supplement, provided however, that the Debtors reserve the right to amend the
Plan Supplement at any time on or before the Effective Date to amend the
Schedule of Assumed Contracts to add or delete any executory contract or
unexpired lease, thus providing for its assumption, assumption and assignment,
or rejection; or (iii) is the subject of a separate motion to assume, assume
and assign, or reject filed under section 365 of the Bankruptcy Code by the
applicable Debtor on or before the Effective Date.

8. Bar Date for Rejection Damage Claims. Pursuant to
Section 9.4 of the Plan, if the rejection of an executory contract or unexpired
lease by any of the Debtors pursuant to Section 9.1 of the Plan results in
damages to the other party or parties to such contract or lease, a Claim for
such damages, if not heretofore evidenced by a filed proof of claim, shall be
forever

barred and shall not be enforceable against the Debtors, or their respective
properties or interests in property as agents, successors, or assigns, unless a
proof of claim is filed with the Bankruptcy Court and served upon counsel for
the Debtors on or before the date that is twenty (20) days after the Effective
Date or such later rejection date that occurs as a result of a dispute
concerning amounts necessary to cure any defaults.

9. General Authorizations. Each of the Debtors (the
Lodgian and Liquidating Debtors) and the Reorganized Debtors are authorized to
execute, deliver, file, or record such contracts, instruments, releases, and
other agreements or documents and take such actions as may be necessary or
appropriate to effectuate, implement, and further evidence the terms and
conditions of the Plan, including without limitation any notes or securities
issued pursuant to the Plan. The Debtors (the Lodgian and Liquidating Debtors)
and the Reorganized Debtors and their respective directors, officers, members,
agents, and attorneys, are authorized and empowered to issue, execute, deliver,
file, or record any agreement, document, or security, including, without
limitation, the documents contained in the Plan Supplement, as modified,
amended, and supplemented, in substantially the form included therein, and to
take any action necessary or appropriate to implement, effectuate, and
consummate the Plan in accordance with its terms, or take any or all corporate
actions authorized to be taken pursuant to the Plan, and any release,
amendment, or restatement of any bylaws, certificates of incorporation, or
other organization documents of the Debtors, whether or not specifically
referred to in the Plan or the Plan Supplement, without further order of the
Court, and any or all such documents shall be accepted by each of the
respective state filing offices and recorded in accordance with applicable
state law and shall become effective in accordance with their terms and the
provisions of state law.

10. Authorization in connection with Exit Financing
Agreements. Without limitation on the general authorizations provided for in
this Order and the Plan, each of the

Lodgian Debtors and the Reorganized Debtors are authorized to take all actions
necessary or desirable in furtherance of the consummation and implementation of
the Exit Financing Agreements, including without limitation, as follows:

(a) Impac Hotel Group, LLC. Impac Hotel Group, LLC is
authorized to create Impac Hotel Group Mezzanine, LLC ("Impac Mezzanine") and
to transfer to Impac Mezzanine 100% of the equity interest in Dedham Beverage
Management, Inc. and Impac SPE #3, Inc. and all of Impac Hotel Group, LLC's 99%
equity interest in the Debtor Dedham Lodging Associates I, L.P. in exchange for
the equity interest in Impac Mezzanine, as set forth on Schedule A-1 hereto.

(b) Servico Operations Corp. Servico Operations Corp., a
non-debtor, is authorized to create Servico Operations Mezzanine, LLC ("Servico
Mezzanine") and transfer to Servico Mezzanine 100% of the equity interests in
the following Debtors: Island Motel Enterprises, Inc., Lodgian AMI, Inc.,
Penmoco, Inc., and Servico Lansing, Inc., and the equity interest in the
non-debtor Servico Columbia II, Inc. in exchange for the equity interest in
Servico Mezzanine, as set forth on Schedule A-2 hereto.

(c) Lodgian Financing Corp. Lodgian Financing Corp. is
authorized to create Lodgian Financing Mezzanine, LLC ("Lodgian Mezzanine", and
together with Impac Mezzanine and Servico Mezzanine, the "Mezzanine Borrowers")
and to transfer to Impac Mezzanine all of the equity interests as set forth on
Schedule A-3 hereto. Further, Lodgian Mezzanine is authorized to create two
entities: Lodgian Hartford Property Owner, LLC ("Lodgian Hartford") and Lodgian
Memphis Property Owner, LLC ("Lodgian Memphis"). Lodgian Mezzanine is
authorized to cause (i) Debtor AMI Operating Partners, L.P. to transfer its
interest in the Holiday Inn East Hartford, together with its interest in all
related contracts, licenses and personal property, to Lodgian Hartford, and
(ii) Debtor Impac Hotels I, L.L.C. to transfer its interest in the

Memphis French Quarter Suites to Lodgian Memphis. Such property interest shall
be deemed to have been transferred to Lodgian Mezzanine and contributed to
Lodgian Mezzanine to Lodgian Hartford, and Lodgian Memphis.

11. Authorization to enter into certain Stipulations. In
addition to the general authorization given to each of Debtors and the
Reorganized Debtors through this Order and the Plan, each of the Debtors (the
Lodgian and Liquidating Debtors) and Reorganized Debtors are authorized to
execute and take such actions as may be necessary or appropriate to effectuate
and implement the various stipulations relating to the treatment of holders of
Allowed Secured Claims under Class 1 of the Plan, including as set forth in the
Exit Financing Agreements. Further, nothing in the Plan or this Order shall
modify or affect (i) the terms of any stipulations entered into by and between
the applicable Debtor(s) and their franchisors relating to the assumption of
the applicable franchise agreements by the applicable Debtor(s), including (A)
that certain stipulation and order, dated as of October 30, 2002, among each of
the affiliates and subsidiaries of Lodgian, Inc. listed therein, on the one
hand, and Holiday Hospitality Franchising, Inc., an affiliate of Six Continents
Hotels, Inc., on the other hand, as approved by this Court, (B) that certain
stipulation and order, dated as of August 8, 2002, among Servico Pensacola
7330, Inc., Dothan Hospitality, 3071, Inc., Sioux City Hospitality, LP, Fort
Wayne Hospitality Associates II, L.P, Servico Columbia, Inc., NH Motel
Enterprises, Inc., and Impac Hotels I, L.L.C., on the one hand, and Hilton
Hotels Corporation, Promus Hotels, Inc., Doubletree Hotel Systems, Inc., and
Hilton Inns, Inc., on the other hand, as approved by this Court, and (C) that
certain stipulation, dated as of October 30, 2002, among each of the affiliates
and subsidiaries of Lodgian, Inc. listed therein, on the one hand, and Marriott
International, Inc., on the other hand, as approved by this Court, and (ii)
that certain Order Pursuant to Sections 362 and 363(b) of the Bankruptcy Code
and Rule 9019(a) of the Federal Rules of

Bankruptcy Procedure Approving a Settlement Agreement Between Certain of the
Debtors and The Capital Company of America LLC, entered on October 31, 2002
(the "CCA Settlement Agreement"), including the obligations of the Reorganized
Debtors under the CCA Settlement Agreement as approved by this Court, all of
which such stipulations and orders shall remain valid and binding upon the
parties thereto. In the event of any conflict between this Order and any of the
foregoing stipulations, the terms of such stipulations shall control.

12. Authorization of Liquidating Debtors. Subject to the
Liquidating Debtors entering into acceptable agreements with the applicable
secured lenders (the "Liquidating Debtor Stipulations"), the Liquidating
Debtors are hereby authorized to take all actions necessary and in furtherance
of the liquidation and orderly wind-down of their Estates, including without
limitation, the transfer of all or substantially all of the Liquidating
Debtors' assets constituting the secured creditors' collateral to the
applicable secured creditors (or their designees) or such other sale or
transfer of the Liquidating Debtors' assets in furtherance of such liquidation
and orderly wind-down, as and to the extent set forth in Liquidating Debtor
Stipulations. Notwithstanding anything in this Order to the contrary, the
Effective Date of the Plan for each Liquidating Debtor shall be subject to the
applicable Liquidating Debtor entering into a Liquidating Debtor Stipulation.
In the event of any conflict between this Order and Liquidating Debtor
Stipulations, the terms of such stipulations shall control.

13. Lennar Debtors. Subject to the Debtors McKnight
Motel, Inc., East Washington Associates, L.P, Servico Hotels I, Inc., Servico
Hotels II, Inc., Servico Hotels III, Inc., Servico Fort Wayne, Inc., New
Orleans Airport Hotel Associates, Inc., Servico Hotels IV, Inc., Moon Airport
Motel, Inc., Washington Motel Enterprises, Inc., and Hilton Head Motel
Enterprise, Inc. (the "Lennar Debtors") entering into acceptable agreements
with the applicable secured lenders (the "Lennar Debtor Stipulations"), the
Lennar Debtors are hereby authorized to

take all actions necessary and in furtherance of the confirmation and
consummation of the Plan as it relates to the Lennar Debtors. Notwithstanding
anything in this Order to the contrary, the Effective Date of the Plan for each
Lennar Debtor shall be subject to the applicable Lennar Debtor entering into a
Lennar Debtor Stipulation. In the event of any conflict between this Order and
Lennar Debtor Stipulations, the terms of such stipulations shall control.

14. Corporate Action. The Reorganized Debtors shall file
Amended Organizational Documents, including, but not limited to, an Amended
Certificate of Incorporation with the Office of the Secretary of State for the
applicable State on the Effective Date. The Amended Certificate of
Incorporation and the certificates of incorporation for each of the Reorganized
Debtors that are corporations shall prohibit the issuance of nonvoting equity
securities, subject to further amendment of such certificates of incorporation
as permitted by applicable law. The Amended Bylaws shall be deemed adopted by
the board of directors of the Reorganized Debtors as of the Effective Date. The
Liquidating Debtors may (but shall not be required to) file with the Office of
the Secretary of State for the applicable State a certificate of dissolution.

15. Issuance of New Securities. Pursuant to Section 6.2
of the Plan, based upon the record of the Chapter 11 Cases, including the
instruments included in the Plan Supplement (and any amendments thereto), the
issuance of the Plan Securities by Reorganized Lodgian is hereby authorized
without further act or action under applicable law, regulation, order, or rule.

16. Securities Laws Exemption. The offering, issuance,
and distribution by Reorganized Lodgian of the Plan Securities is exempt from
the provisions of section 5 of the Securities Act of 1933, as amended, and any
state or local law requiring registration for the offer, issuance,
distribution, or sale of a security by reason of section 1145(a) of the
Bankruptcy Code. The Plan Securities will be freely tradable by the recipients
thereof subject only to the provisions

of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an
underwriter in Section 2(11) of the Securities Act of 1933, as amended, and
compliance with any applicable rules and regulations of the Securities Exchange
Commission.

17. DIP Financing Facility. Notwithstanding anything
that may be contained herein to the contrary, on the Effective Date, the
applicable Debtors shall pay or arrange for the payment of all allowed amounts
outstanding under the DIP Financing Facility. Once such payments have been
made, the DIP Financing Facility, except to the extent that any letters of
credit remain outstanding thereunder as provided herein, shall be deemed
terminated (subject in all respects to any carve-out approved by the Bankruptcy
Court in the Final Order approving the DIP Financing Facility), and the DIP
Lenders shall take all reasonable action to confirm the removal of any liens on
the properties of the applicable Debtors securing the DIP Financing Facility.
On the Effective Date, any outstanding letters of credit issued under the DIP
Financing Facility shall be either replaced or cash collateralized under the
Exit Financing Agreements. The DIP Financing Facility shall be continued
through the Effective Date.

18. Exit Financing Agreements.

(a) The Debtors, the Mezzanine Borrowers, Lodgian
Hartford and Lodgian Memphis (together, the "Exit Financing Borrowers") are
authorized to enter into new financing arrangements (the "Exit Financing
Agreements") with the Exit Financing Agreements to be entered into on the
Effective Date among the Exit Financing Lender, Reorganized Lodgian, and the
Exit Financing Borrowers and, in the case of the principal agreements,
substantially in the form set forth in the Plan Supplement (subject to such
modifications that are consistent with the terms of the Plan as the Plan
Proponents may approve). All Cash necessary for the Reorganized Debtors to make
payments pursuant to the Plan will be obtained from the Reorganized Debtors'
cash balances, operations and borrowings under the Exit Financing Agreements.

(b) On the Effective Date, all the liens and security
interests to be created under the Exit Financing Agreements shall be deemed
approved. In furtherance of the foregoing, the Reorganized Debtors and the
other Persons granting such liens and security interests are authorized to make
all filings and recordings, and to obtain all governmental approvals and
consents necessary to establish and perfect such liens and security interests
under the provisions of state, provincial, federal, or other law (whether
domestic or foreign) that would be applicable in the absence of this
Confirmation Order, and will thereafter cooperate to make all other filings and
recordings that otherwise would be necessary under applicable law to give
notice of such liens and security interests to third parties.

19. Plan Supplement. The documents contained in the Plan
Supplement and any amendments, modifications, and supplements thereto (to the
extent consistent with the terms of the Plan as the Plan Proponents may
approve), and all documents and agreements introduced into evidence by the
Debtors at the Confirmation Hearing (including all exhibits and attachments
thereto and documents referred to therein), and the execution, delivery, and
performance thereof by the Reorganized Debtors, are authorized and approved,
including, but not limited to, (i) the Amended Organizational Documents, (ii)
the New Preferred Stock Certificate of Designation, (iii) the Warrant
Agreements, (iv) the Registration Rights Agreement, (v) the New Equity
Incentive Plan, (vi) the Exit Financing Agreements, (vii) the Class 1 Amended
Notes, (viii) the Subclass 1-H Note and (ix) the Subclass 1-O Note. Without
need for further order or authorization of the Bankruptcy Court, the Debtors
(the Lodgian and Liquidating Debtors) and Reorganized Debtors are authorized
and empowered to make any and all modifications to any and all documents
included as part of the Plan Supplement that do not materially modify the terms
of such documents and are consistent with the Plan (subject to the approval of
the Committee). The Debtors are authorized to implement the New Equity
Incentive Plan without

the necessity of shareholder approval required under any applicable law,
including, without limitation, Sections 162(m) and 422(b)(1) of the Internal
Revenue Code.

20. Governmental Approvals Not Required. This
Confirmation Order shall constitute all approvals and consents required, if
any, by the laws, rules, or regulations of any state or any other governmental
authority with respect to the implementation or consummation of the Plan and
any documents, instruments, or agreements, and any amendments or modifications
thereto, and any other acts referred to in or contemplated by the Plan, the
Disclosure Statement, and any documents, instruments, or agreements, and any
amendments or modifications thereto.

21. Exemption From Certain Taxes. Pursuant to section
1146(c) of the Bankruptcy Code: (a) the issuance, transfer, or exchange of
notes or equity securities under the Plan; (b) the creation or recording of any
mortgage, deed of trust, lien, pledge, or other security interest in connection
with the Exit Financing Agreements or otherwise; (c) the making or assignment
of any lease or sublease, or the making, delivery or recording of any deed or
other instrument of transfer; and (d) the revesting, transfer or sale of any
real or personal property (including any direct or indirect equity interest in
the Exit Financing Borrowers) of the Debtors, their Estates or the Reorganized
Debtors, under, in furtherance of, or in connection with, the Plan, including,
without limitation, the Exit Financing Agreements, the Liquidating Debtor
Stipulations, agreements of consolidation, restructuring, disposition,
liquidation, or dissolution, as well as any mortgages, pledges, financing
statements, deeds, bills of sale, stock powers, and transfers of property, or
any assignments executed in connection with any of the transactions
contemplated under the Plan or the Exit Financing Agreements, will not be
subject to any stamp tax, recording tax, personal property transfer tax, real
estate transfer tax, sales or use tax, or other similar tax.

22. Distributions. Pursuant to Section 7.3 of the Plan,
on the Effective Date or as soon thereafter as is practicable, the Disbursing
Agent shall distribute to the applicable agent and/or recordholder for the
individual holders of the applicable Allowed Claims and Equity Interests (i)
the Cash allocable to Classes 1 and 2, and Class 5; and (ii) the New Preferred
Stock and New Common Stock allocable to the Class 3 Lodgian Subclasses and
Classes 4, 7 and 8. Solely for the purpose of calculating the amount of shares
of New Preferred Stock and New Common Stock to be initially distributed to
holders of Allowed Claims in any Class 3 Lodgian Subclass, all Disputed Claims
in such Subclass will be treated as though such Claims will be Allowed Claims
in the amounts asserted, or as estimated by the Bankruptcy Court, as
applicable; provided, however, that nothing herein shall be construed to deem a
Disputed Claim an Allowed Claim absent an agreement between the applicable
Debtor and the applicable claimant, or by further order of this Court. On the
Final Distribution Date, each holder of an Allowed Claim in any Class 3 Lodgian
Subclass shall receive, if applicable to such Subclass, a Catch-up Distribution
of New Preferred Stock and New Common Stock. After the Effective Date but prior
to the Final Distribution Date, the applicable Reorganized Lodgian Debtor, in
its sole discretion, may direct the Disbursing Agent to distribute shares of
New Preferred Stock and New Common Stock to a holder of a Disputed Claim in a
Class 3 Lodgian Subclass, which becomes an Allowed Claim after the Effective
Date such that the holder of such Claim receives the same amount of shares of
New Preferred Stock and New Common Stock that such holder would have received
had its Claim been an Allowed Claim in such amount on the Effective Date.

23. Waiver of Subordination. The distributions under the
Plan take into account the relative priority of the Claims in each Class in
connection with any contractual subordination provisions relating thereto or,
in the case of the distributions to be made on account of Allowed Claims of
holders of Claims in Class 7, represent a reallocation of Plan Securities from
the

holders of Claims in Class 4. Accordingly, the distributions under the Plan to
any holder of an Allowed Claim shall not be subject to levy, garnishment,
attachment or other legal process by any holder of indebtedness senior by
reason of claimed contractual subordination rights to the indebtedness of the
holders of such Allowed Claim. On the Effective Date, all creditors shall be
deemed to have waived any and all contractual subordination rights which they
may have with respect to distributions under the Plan to any holder of an
Allowed Claim, and the Confirmation Order shall permanently enjoin, effective
as of the Effective Date, all Persons from enforcing or attempting to enforce
any such rights with respect to the distributions under the Plan; provided,
however, that nothing herein shall affect the classification or treatment of
Subordinated Claims in Class 11 of the Plan.

24. Final Fee Applications. Pursuant to Section 2.2 of
the Plan, all entities seeking an award by the Bankruptcy Court of compensation
for services rendered or reimbursement of expenses incurred through and
including the Confirmation Date under section 503(b)(2), 503(b)(3), 503(b)(4)
or 503(b)(5) of the Bankruptcy Code (i) shall file their respective final
applications for allowance of compensation for services rendered and
reimbursement of expenses incurred by the date that is forty-five (45) days
after the Effective Date, and (ii) shall be paid in full in such amounts as are
allowed by the Bankruptcy Court (A) upon the later of (i) the Effective Date
and (ii) the date upon which the order relating to any such Administrative
Expense Claim is entered, or (B) upon such other terms as may be mutually
agreed upon between the holder of such an Administrative Expense Claim and the
Plan Proponents or, on and after the Effective Date, the Reorganized Debtors.
Each Debtor is authorized to pay compensation for services rendered or
reimbursement of expenses incurred after the Confirmation Date and until the
Effective Date in the ordinary course of business and without the need for
Bankruptcy Court approval.

25. Discharge of Claims and Termination of Equity
Interests. Pursuant to Section 11.2 of the Plan, except as otherwise provided
in the Plan or the Confirmation Order, the rights afforded in the Plan and the
entitlement to receive payments and distributions to be made hereunder shall
discharge all existing Claims, of any kind, nature or description whatsoever
against each of the Debtors or any of their assets or properties. Except as
provided in the Plan, on the Effective Date, all existing Claims against each
of the Debtors and Equity Interests in the Debtors shall be, and shall be
deemed to be, discharged or canceled and all holders of Claims and Equity
Interests shall be precluded and enjoined from asserting against the Debtors
and/or the Reorganized Debtors, or any of their assets or properties, any other
or further Claim or Equity Interest based upon any act or omission, transaction
or other activity of any kind or nature that occurred prior to the Effective
Date, whether or not such holder has filed a proof of claim or equity interest.

26. Discharge of Debtors. Pursuant to Section 11.3 of
the Plan, upon the Effective Date and in consideration of the distributions to
be made under the Plan, except as otherwise expressly provided in the Plan,
each holder (as well as any trustees and agents on behalf of each holder) of a
Claim or Equity Interest of such holder shall be deemed to have forever waived,
released and discharged each of the Debtors, of and from any and all Claims,
Equity Interests, rights and liabilities that arose prior to the Effective
Date. Upon the Effective Date, all such Persons shall be forever precluded and
enjoined, pursuant to section 524 of the Bankruptcy Code, from prosecuting or
asserting any such discharged Claim against or canceled Equity Interest in each
of the Debtors.

27. Indenture Trustees' Fees and Expenses. Pursuant to
Section 2.5 of the Plan, Deutsche Bank Trust Company of America, the Indenture
Trustee for the Senior Subordinated Notes, and Wilmington Trust Company, the
Indenture Trustee for the CRESTS shall be granted,

pursuant to section 503(b) of the Bankruptcy Code, an Administrative Claim for
their reasonable fees and expenses in performing their duties as Indenture
Trustees from the Commencement Date through the Effective Date to the extent
that such fees and expenses are either (i) not in dispute by the Plan
Proponents or (ii) in the event of any dispute, determined by a Final Order of
the Bankruptcy Court.

28. Survival of Corporate Indemnitees. Pursuant to
Section 9.5 of the Plan, any obligations of any of the Debtors pursuant to the
applicable Debtor's corporate charters and bylaws or agreements entered into
any time prior to the Effective Date, to indemnify any Releasee, with respect
to all present and future actions, suits and proceedings against such Debtor or
such Releasee, based upon any act or omission for or on behalf of such Debtor,
shall not be discharged or impaired by confirmation of the Plan. Such
obligations shall be deemed and treated as executory contracts to be assumed by
the applicable Debtor pursuant to the Plan, and shall continue as obligations
of the applicable Reorganized Debtor.

29. Releases, Exculpations, and Injunctions. The
release, exculpation, and injunction provisions contained in the Plan are fair
and equitable, are given for valuable consideration, and are in the best
interests of the Debtors and their chapter 11 estates, and such provisions
shall be effective and binding upon all persons and entities.

30. Termination of Injunctions and Automatic Stay.
Pursuant to Section 11.5 of the Plan, unless otherwise provided in the Plan,
all injunctions or stays arising under section 105 or 362 of the Bankruptcy
Code, any order entered during the Chapter 11 Cases under section 105 or 362 of
the Bankruptcy Code or otherwise, and in existence on the Confirmation Date,
shall remain in full force and effect until the later of the Effective Date and
the date indicated in such order.

31. Disallowance of Adequate Protection Claims. As of
the Effective Date, all Adequate Protection Claims (as hereinafter defined)
shall be deemed to be disallowed. As used herein, "Adequate Protection Claims"
shall mean any and all claims for (a) adequate protection arising under ss.ss.
361, 362, 363 or 364 of the Bankruptcy Code, or (b) any diminution in the value
of a creditor's interest in property of the Debtor's estates, from the Petition
Date through and including the Effective Date, whether such claim arises by
stipulation, agreement, statute, court order or otherwise.

32. Termination of Adequate Protection Liens. As of the
Effective Date, all liens, charges or other encumbrances on property of the
Debtors' estates securing the payment of any Adequate Protection Claim shall be
deemed to be discharged and released, without the need for the filing of any
releases or termination statements or similar documents or taking any further
action whatsoever.

33. Cancellation of Existing Securities and Agreements.
Except as otherwise expressly provided for in the Plan and pursuant to Section
6.8 of the Plan, except for purposes of evidencing a right to distributions
under the Plan or otherwise provided hereunder, on the Effective Date, all the
agreements and other documents evidencing (i) any Claims or rights of any
holder of a Claim against the applicable Debtor, including all indentures and
notes evidencing such Claims and (ii) any options or warrants to purchase
Equity Interests, obligating the applicable Debtor to issue, transfer or sell
Equity Interests or any other capital stock of the applicable Debtor, shall be
canceled.

34. Chilmark Fees. The Lodgian Debtors are authorized to
pay Chilmark Partners LP ("Chilmark") a restructuring fee in the amount of $4.3
million less fifty percent of Chilmark's total monthly fees earned in these
Chapter 11 Cases in full satisfaction of the services it has provided to the
Debtors in connection with these Chapter 11 Cases. The Court shall retain

jurisdiction to resolve any dispute between the Debtors, the Committee and
Chilmark regarding the calculation of such restructuring fee.

35. Evercore Fees. The Lodgian Debtors are authorized to
pay Evercore Partners LP ("Evercore") a restructuring fee in the amount of
$1,000,000, less 50% of the aggregate amount of monthly fees received by
Evercore, but in no event less than $300,000 in full satisfaction of the
services it has rendered to the Committee in connection with these Chapter 11
Cases. The Court shall retain jurisdiction to resolve any dispute between the
Debtors, the Committee and Evercore regarding the calculation of such
restructuring fee.

36. Nonoccurrence of Effective Date. In the event that
the Effective Date does not occur, then (i) the Plan, (ii) assumption or
rejection of executory contracts or unexpired leases pursuant to the Plan,
(iii) any document or agreement executed pursuant to the Plan, and (iv) any
actions, releases, waivers, or injunctions authorized by this Confirmation
Order or any order in aid of consummation of the Plan shall be deemed null and
void. In such event, nothing contained in this Confirmation Order, any order in
aid of consummation of the Plan, or the Plan, and no acts taken in preparation
for consummation of the Plan, (a) shall be deemed to constitute a waiver or
release of any Claims or Equity Interests by or against the Debtors or any
other persons or entities, to prejudice in any manner the rights of the Debtors
or any person or entity in any further proceedings involving the Debtors or
otherwise, or to constitute an admission of any sort by the Debtors or any
other persons or entities as to any issue, or (b) shall be construed as a
finding of fact or conclusion of law in respect thereof.

37. Notice of Entry of Confirmation Order. On or before
the tenth (10th) Business Day following the date of entry of this Confirmation
Order, the Debtors shall electronically file with the Court and serve notice of
entry of this Confirmation Order on the parties identified in the Master
Service List as defined in this Court's Order Establishing Notice

Procedures, dated December 21, 2001 by causing notice of entry of the
Confirmation Order (the "Notice of Confirmation"), to be delivered to such
parties by first-class mail, postage prepaid. The notice described herein is
adequate under the particular circumstances and no other or further notice is
necessary. The Debtors also shall cause the Notice of Confirmation to be
published as promptly as practicable after the entry of this Confirmation Order
once in each of The New York Times (National Edition), The Wall Street Journal
(National Edition), and USA Today.

38. Notice of Effective Date. Within five (5) Business
Days following the occurrence of the Effective Date, the Reorganized Debtors
shall file notice of the occurrence of the Effective Date and shall serve a
copy of same on the parties identified in the Master Service List as defined in
this Court's Order Establishing Notice Procedures, dated December 21, 2001.

39. Authorization to File Conformed Plan. The Debtors
are authorized to file a conformed Plan, dated on the date hereof, which
incorporates the amendments to the Plan within thirty (30) days of the entry at
this Confirmation Order.

40. Binding Effect. Pursuant to sections 1123(a) and
1142(a) of the Bankruptcy Code and the provisions of this Confirmation Order,
the Plan, the Plan Supplement, and the Plan Documents shall apply and be
enforceable notwithstanding any otherwise applicable nonbankruptcy law.

41. Severability. Each term and provision of the Plan,
as it may have been altered or interpreted by the Bankruptcy Court in
accordance with Section 13.11 of the Plan, is valid and enforceable pursuant to
its terms.

42. Conflicts Between Order and Plan. To the extent of
any inconsistency between the provisions of the Plan and this Confirmation
Order, the terms and conditions contained in this Confirmation Order shall
govern. The provisions of this Confirmation Order

are integrated with each other and are nonseverable and mutually dependent
unless expressly stated by further order of this Bankruptcy Court.

Dated: November 5, 2002
New York, New York

/S/ Burton R. Lifland
----------------------------------
UNITED STATES BANKRUPTCY JUDGE

EXHIBIT A

AMENDED PLAN

EXHIBIT B

PROMISSORY NOTE

$______________ __________, 2002

FOR VALUE RECEIVED, ___________________ ("Payor"), promises to pay to the order
of _________________ or its assigns ("Payee"), in lawful money of the United
States of America, ___________________ DOLLARS ($_______) (the "Loan") on
_________ (the "Maturity Date") at such place as Payee may from time to time
designate in writing.

1. Payment of Principal and Interest. Dated: Payor shall make
monthly payments of the principal outstanding under this Promissory Note (this
"Note") in an amount, for each such principal payment, equal to 1/180th of the
original principal amount hereof. Interest on the unpaid principal outstanding
on this Note shall accrue at a rate equal to the Federal Judgement Rate as in
effect on the Confirmation Date and shall be payable in arrears. Payments of
principal and interest hereunder shall be payable on the first day of each
month following the date hereof and continuing on the first day of each
succeeding month thereafter, to and including the first day of the month
immediately preceding the Maturity Date. The entire balance of principal and
interest then unpaid shall be due and payable on the Maturity Date. All
computations of interest shall be on the basis of a 360-day year composed of
twelve 30-day months, provided that interest for any partial month shall be
payable for the actual number of days elapsed in the period during which it
accrues. Payor may at any time prepay the principal balance of this Note in
whole or in part.

2. Waiver of Notice. The makers, endorsers, guarantors and
sureties of this Note, and each of them, hereby waive diligence, demand,
presentment for payment, notice of non-payment, protest and notice of protest
and specifically consent to and waive notice of any renewals or extensions of
this Note, whether made to or in favor of the makers or any other person or
persons.

3. Governing Law. This Note shall be governed and construed in
accordance with the laws of the State of New York.

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

[NAME OF PAYOR]

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

Schedule A-1

Mezzanine Entity

Impac Hotel Group Mezzanine, LLC, a Delaware limited liability company

Transferred Interests

100% of Dedham Beverage Management, Inc.
99% of Dedham Lodging Associates I, L.P.
100% of Impac SPE #3, Inc.

Schedule A-2

Mezzanine Entity

Servico Operations Mezzanine, LLC, a Delaware limited liability company

Transferred Interests

100% of Island Motel Enterprises, Inc.
100% of Lodgian AMI, Inc.
100% of Penmoco, Inc.
100% of Servico Lansing, Inc.
100% of Servico Columbia II, Inc.

Schedule A-3

Mezzanine Entity

Lodgian Financing Mezzanine, LLC, a Delaware limited liability company

Transferred Interests

100% of AMIOP Acquisition Corporation
99% of AMI Operating Partners, L.P.
100% of Impac SPE #1, Inc.
99% of Impac Hotels I, L.L.C.
100% of Albany Hotels Inc.
100% of Apico Hills, Inc.
100% of Apico Inns of Green Tree, Inc.
100% of Brunswick Motel Enterprises, Inc.
100% of Dothan Hospitality 3053, Inc.
100% of Dothan Hospitality 3071, Inc.
100% of Gadsden Hospitality, Inc.
100% of Minneapolis Motel Enterprises, Inc.
100% of NH Motel Enterprises, Inc.
100% of Servico Cedar Rapids, Inc.
100% of Servico Columbia, Inc.
100% of Servico Grand Island, Inc.
100% of Servico Jamestown, Inc.
100% of Servico Maryland, Inc.
100% of Servico Metairie, Inc.
100% of Servico New York, Inc.
100% of Servico Niagra Falls, Inc.
100% of Servico Northwoods, Inc.
100% of Servico Pensacola 7200, Inc.
100% of Servico Pensacola 7330, Inc.
100% of Servico Pensacola, Inc.
100% of Servico Rolling Meadows, Inc.
100% of Servico Windsor, Inc.
100% of Servico Winter Haven, Inc.
100% of Lodgian Richmond SPE, Inc.
99% of Little Rock Lodging Associates, LP
100% of Servico Market Center, Inc.
100% of Servico Austin, Inc.
100% of Sheffield Motel Enterprises, Inc.
100% of Servico Houston, Inc.
100% of Palm Beach Motel Enterprises, Inc.