EX-10.2 PARTICIPATION FORM FOR DANIEL E. ELLIS

Participation Form

Participation Form No. 1

Lodgian, Inc. Executive Incentive Plan
Participation Form

To: Daniel Ellis

In accordance with the provisions of the Lodgian, Inc. Executive Incentive Plan (the “Plan”), you are hereby notified that you have been selected to become a Participant in the Plan. As a Participant, you may become entitled to incentive compensation pursuant to the terms and provisions of the Plan for the Bonus Years noted below:

2006: þ		2007: þ		2008: þ

Your Maximum Annual Cash Bonus Amount shall be:

$288,750

Your Base Annual Restricted Shares shall be:

6,000

Your Bonus Multiplier shall be:

50%

The Company must achieve certain performance goals noted in the Plan for you to receive all or any portion of your Maximum Annual Cash Bonus Amount or all, any portion of, or a multiple of, your Base Annual Restricted Shares. This Participation Form will evidence your participation in the Plan. You should consult the Plan for details concerning the calculation and determination of your potential incentive compensation.

In witness whereof, we, the undersigned members of the Committee have executed this Participation Form as of this 31 day of January, 2006.

s/ Kevin C. McTavish		s/ Sean F. Armstrong
Committee Member		Committee Member
s/ Kenneth A. Caplan
Committee Member