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                                                                   Exhibit 10.23
                                                                   -------------

                        ADDENDUM TO EMPLOYMENT AGREEMENT

      WHEREAS, Wyndham International, Inc. (the "Company") and Michael A.
Grossman (the "Executive") are parties to that certain Amended and Restated
Executive Employment Agreement dated as of April 19, 1999 (the "Employment
Agreement"); and

      WHEREAS, the Company and the Executive wish to amend certain provisions of
the Employment Agreement as specified in this Addendum to Employment Agreement
(this "Addendum");

      NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Executive hereby agree that effective August
10, 2001, the Employment Agreement is amended as hereinafter set forth.

      1. Certain Defined Terms. Capitalized terms not otherwise defined herein
         ---------------------
shall have the meanings ascribed to such terms in the Employment Agreement.

      2. Amendment to Subparagraph 3(a). The last sentence of Subparagraph 3(a)
         ------------------------------
is hereby deleted in its entirety and replaced with the following:

            In addition to Base Salary or Adjusted Base Salary, Executive shall
            be eligible during the Period of Employment to receive cash
            incentive compensation as determined by the Board from time to time
            (the "Incentive Compensation"), and shall be eligible to participate
            in such incentive compensation plans as the Board shall determine
            from time to time for employees of the same status within the
            hierarchy of the Company.

                  "Pro Rata Incentive Compensation" shall be paid to Executive
            if Executive's employment is terminated by reason of Executive's
            death or disability, as provided in Subparagraphs 6(a) and 6(b), if
            Executive's employment is terminated by the Executive for Good
            Reason, as provided in Subparagraph 6(e), or if Executive's
            employment is terminated by the Company without Cause, as provided
            in Subparagraph 6(d). Pro Rata Incentive Compensation equals the
            Incentive Compensation for the fiscal year of termination multiplied
            by a fraction, the numerator of which is the number of days in such
            fiscal year through Date of Termination and the denominator of which
            is 365.

                  If, for the purpose of calculating Incentive Compensation or
            Pro Rata Incentive Compensation, the Incentive Compensation cannot
            be determined by the time required to be paid, the Company shall
            make a good faith estimate of the pro rata amount based on an amount
            Executive would have earned had he continued employment for the
            entire fiscal year; provided, however, that where the Date of
            Termination occurs during the first six months of any fiscal year,
            the Pro Rata Incentive Compensation paid to Executive if Executive's
            employment is terminated by reason of Executive's death or
            disability, by the Executive for Good Reason, or by the Company
            without Cause shall not exceed fifty percent

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            (50%) of the maximum Incentive Compensation which could have been
            paid to Executive in the fiscal year immediately preceding the
            fiscal year of termination.

      3. Amendment to Paragraph 4. Unauthorized Disclosure. Paragraph 4 of the
         -------------------------------------------------
Employment Agreement is hereby deleted in its entirety and replaced with the
following:

            4. Unauthorized Disclosure.
               -----------------------

                  (a) Confidential Information. Executive acknowledges that in
                      ------------------------
            the course of his employment with the Company (and, if applicable,
            its predecessors), he has been allowed to become, and will continue
            to be allowed to become, acquainted with the business affairs,
            information, trade secrets, and other matters of the Company and its
            subsidiaries which are of a proprietary or confidential nature,
            including but not limited to the operations, business opportunities,
            price and cost information, finance, customer information, business
            plans, various sales techniques, manuals, letters, notebooks,
            procedures, reports, products, processes, services, and other
            confidential information and knowledge (collectively the
            "Confidential Information") concerning the business of the Company,
            its predecessors and their respective subsidiaries. The Company
            agrees to provide on an ongoing basis such Confidential Information
            as the Company deems necessary or desirable to aid Executive in the
            performance of his duties. Executive understands and acknowledges
            that such Confidential Information is confidential, and he agrees
            not to disclose such Confidential Information to anyone outside the
            Company except to the extent that (i) Executive deems such
            disclosure or use reasonably necessary or appropriate in connection
            with performing his duties on behalf of the Company, (ii) Executive
            is required by order of a court of competent jurisdiction (by
            subpoena or similar process) to disclose or discuss any Confidential
            Information, provided that in such case, Executive shall promptly
            inform the Company of such event, shall cooperate with the Company
            in attempting to obtain a protective order or to otherwise restrict
            such disclosure, and shall only disclose Confidential Information to
            the minimum extent necessary to comply with any such court order;
            (iii) such Confidential Information becomes generally known to and
            available for use by the hotel and hospitality industry (the "Hotel
            Industry"), other than as a result of any action or inaction by
            Executive; or (iv) such information has been rightfully received by
            a member of the Hotel Industry or has been published in a form
            generally available to the Hotel Industry prior to the date
            Executive proposes to disclose or use such information. Executive
            further agrees that he will not during employment and/or at any time
            thereafter use such Confidential Information in competing, directly
            or indirectly, with the Company or any of its subsidiaries. At such
            time as Executive shall cease to be employed by the Company, he will
            immediately turn over to the Company all Confidential Information,
            including papers, documents, writings, electronically stored


                                       2

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            information, other property, and all copies of them provided to or
            created by him during the course of his employment with the Company.

                  (b) Heirs, successors, and legal representatives. The
                      --------------------------------------------
            foregoing provisions of this Paragraph 4 shall be binding upon
            Executive's heirs, successors, and legal representatives. The
            provisions of this Paragraph 4 shall survive the termination of this
            Agreement for any reason.

                  (c) Definition of Subsidiary. For purposes of this Paragraph 4
                      ------------------------
            and for purposes of Paragraph 5 (Covenant Not to Compete) below,
            "subsidiary" of the Company means any corporation, partnership,
            joint venture, limited liability company or other entity of which
            (i) at least a majority of the securities or other interests having
            by their terms voting power to elect a majority of the board of
            directors or others performing similar functions for such entity is
            directly or indirectly beneficially owned by the Company (either
            alone or through or together with one or more of its subsidiaries),
            or (ii) the Company or any subsidiary of the Company is a general
            partner or manager.

      4. Amendment to Paragraph 5. Covenant Not to Compete. Paragraph 5 of the
         -------------------------------------------------
Employment Agreement is hereby deleted in its entirety and replaced with the
following:

                  5. Covenant Not to Compete. In consideration for the Option,
                     -----------------------
            the Restricted Unit Award granted to Executive on April 12, 2001,
            the other consideration set forth in the Addendum, the Company's
            promise to provide Confidential Information as set forth in
            Paragraph 4 above (including the Confidential Information provided
            by the Company to Executive concurrently with the execution of the
            Addendum, which Executive acknowledges has not been previously
            provided to Executive), and for Executive's employment by the
            Company under the terms provided in this Agreement, and as a means
            to aid in the performance and enforcement of the terms of and
            preserve the rights of the Company pursuant to the Unauthorized
            Disclosure provisions of Paragraph 4, Executive agrees as follows:

                        (a) during the term of Executive's employment with the
                  Company and for a period of twenty-four (24) months
                  thereafter, regardless of the reason for termination of
                  employment, Executive will not, directly or indirectly, as an
                  owner, director, principal, agent, officer, employee, partner,
                  consultant, servant, or otherwise, carry on, operate, manage,
                  control, or become involved in any manner with any business,
                  operation, corporation, partnership, association, agency, or
                  other person or entity which is in the business of owning,
                  operating, managing or granting franchise rights with respect
                  to hotels, motels or other lodging facilities in any area or
                  territory in which the Company or any of its subsidiaries
                  conducts operations; provided, however, that the


                                       3

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                  foregoing shall not prohibit Executive from owning up to one
                  percent (1%) of the outstanding stock of a publicly held
                  company engaged in the hospitality business. Notwithstanding
                  the foregoing, after Executive's employment with the Company
                  has terminated, upon receiving written permission by the
                  Board, Executive shall be permitted to engage in such
                  activities with respect to any other hotel, motel or lodging
                  facility that would be immaterial to the operations of the
                  Company and its subsidiaries in the area or territory in
                  question. Immateriality, for purposes of the foregoing
                  sentence, shall be determined in the sole discretion of the
                  Board in good faith.

                        (b) during the term of Executive's employment with the
                  Company and for a period of twenty-four (24) months
                  thereafter, regardless of the reason for termination of
                  employment, Executive will not, directly or indirectly, either
                  for himself or for any other business, operation, corporation,
                  partnership, association, agency, or other person or entity,
                  call upon, compete for, solicit, divert, or take away, or
                  attempt to divert or take away any of the customers
                  (including, without limitation, any hotel owner, lessor or
                  lessee, asset manager, trustee or consumer with whom the
                  Company or any of its subsidiaries from time to time (i) has
                  an existing agreement or business relationship; (ii) has had
                  an agreement or business relationship within the two-year
                  period preceding the Executive's last day of employment with
                  the Company; or (iii) has included as a prospect in its
                  applicable pipeline) or vendors of the Company or any of its
                  subsidiaries in any of the areas or territories in which the
                  Company or any of its subsidiaries conducts operations if such
                  action has the intent or effect of interfering with the
                  Company's or any of its subsidiaries' relationship with the
                  vendor or customer.

                        (c) during the term of Executive's employment with the
                  Company and for a period of twenty-four (24) months
                  thereafter, regardless of the reason for termination of
                  employment, Executive will not directly or indirectly solicit
                  or induce any current or prospective employee of the Company
                  or any of its subsidiaries (including, without limitation, any
                  current or prospective employee of the Company or any of its
                  subsidiaries within the six-month period preceding Executive's
                  last day of employment with the Company or within the 24-month
                  period of this covenant) to accept employment with Executive
                  or with any business, operation, corporation, partnership,
                  association, agency, or other person or entity with which
                  Executive may be associated, and Executive will not employ or
                  cause any business, operation, corporation, partnership,
                  association, agency, or other person or entity with


                                       4

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                  which Executive may be associated to employ any current or
                  prospective employee of the Company or any of its subsidiaries
                  without providing the Company with ten (10) days' prior
                  written notice of such proposed employment.

                        (d) Executive agrees and acknowledges that the
                  restrictions contained in this noncompetition covenant are
                  reasonable in scope of activity, duration and geographical
                  area and are necessary to protect the Company's business
                  interests and Confidential Information after the Effective
                  Date of this Agreement. If any provision of this
                  noncompetition covenant as applied to any party or to any
                  circumstance is adjudged by a court to be invalid or
                  unenforceable, the same will in no way affect any other
                  circumstance or the validity or enforceability of this
                  Agreement. If any such provision, or any part thereof, is held
                  to be unenforceable because of the duration of such provision
                  or the scope of activity or area covered thereby, the parties
                  agree that the court making such determination shall have the
                  power to reduce the duration and/or area and/or scope of
                  activity of such provision, and/or to delete specific words or
                  phrases, and in its reduced form, such provision shall then be
                  enforceable and shall be enforced. The parties agree and
                  acknowledge that the breach of this noncompetition covenant
                  will cause irreparable damage to the Company, and upon breach
                  of any provision of this noncompetition covenant, the Company
                  shall be entitled to injunctive relief, specific performance,
                  or other equitable relief; provided, however, that this shall
                  in no way limit any other remedies which the Company may have
                  (including, without limitation, the right to seek monetary
                  damages).

                        (e) Should Executive violate the provisions of this
                  Paragraph, then in addition to all other rights and remedies
                  available to the Company at law or in equity, the duration of
                  this covenant shall automatically be extended for the period
                  of time from which Executive began such violation until he
                  permanently ceases such violation.

      5. Amendment to Subparagraph (6)(e). Termination by Executive. The last
         ----------------------------------------------------------
two sentences of Subparagraph 6(e) of the Employment Agreement are hereby
deleted in their entirety and replaced with the following:

                  "Good Reason Process" shall mean that (i) the Executive
            reasonably determines in good faith that a "Good Reason" event has
            occurred; (ii) Executive notifies the Company in writing (the "Good
            Reason Notice") of the occurrence of the Good Reason event; (iii)
            for a period (the "Good Reason Process Period") consisting of not
            less than thirty (30) days if the Good Reason Notice is delivered to
            the Company


                                       5

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            within 18 months after the occurrence of the first event
            constituting a Change in Control (as defined in Subparagraph 8(c))
            and not less than ninety (90) days in all other instances, Executive
            cooperates in good faith with the Company's efforts to modify
            Executive's employment situation in a manner acceptable to Executive
            and the Company; and (iv) notwithstanding such efforts, one or more
            of the Good Reason events continues to exist and has not been
            modified in a manner acceptable to Executive. If the Company cures
            the Good Reason event during the applicable Good Reason Process
            Period, Good Reason shall be deemed not to have occurred.

      6. Amendment to Subparagraph 7(a). In the first sentence of Subparagraph
         ------------------------------
7(a), the words "incentive compensation" are hereby deleted and replaced with
the following:

            Incentive Compensation, if any, for the fiscal year preceding
            termination and Pro Rata Incentive Compensation

      7. Amendment to Subparagraph 7(b). The first sentence of Subparagraph 7(b)
         ------------------------------
is hereby deleted in its entirety and replaced with the following:

            During any period that Executive fails to perform his duties
            hereunder as a result of incapacity due to physical or mental
            illness, Executive shall continue to receive his accrued and unpaid
            Base Salary or, if applicable, his Adjusted Base Salary and
            Incentive Compensation payments, if any, under Subparagraph 3(a),
            until Executive's employment is terminated due to disability in
            accordance with Subparagraph 6(b) or until Executive terminates his
            employment in accordance with Subparagraph 6(e), whichever first
            occurs, at which point Executive shall then receive any accrued and
            unpaid Incentive Compensation, if any, for the fiscal year preceding
            termination and Pro Rata Incentive Compensation, if any, under
            Subparagraph 3(a).

      8. Amendment to Subparagraph 7(d). In the first sentence of Subparagraph
         ------------------------------
7(d), the words "incentive compensation" are hereby deleted and replaced with
the following:

            Incentive Compensation, if any, for the fiscal year preceding
            termination and Pro Rata Incentive Compensation

      9. Amendments to Subparagraph 7(d)(i). Subparagraph 7(d)(i) of the
         ----------------------------------
Employment Agreement is hereby deleted in its entirety and replaced with the
following:

                  (i) the Company shall continue Executive's compensation at a
            rate equal to the sum of Executive's Average Base Salary and his
            Average Incentive Compensation, payable for the remaining length of
            the Period of Employment after the Date of Termination, but in no
            event for fewer than twenty-four (24) months (the "Severance
            Amount"). The Severance Amount shall be paid out in substantially
            equal bi-weekly installments, in arrears; provided, however, that in
            the event Executive commences any employment with an employer other
            than the Company during the twelve (12) month period ending on the
            first anniversary of


                                       6

<PAGE>

            the Date of Termination, the Company shall be entitled to set-off
            against the remaining Severance Amount fifty percent (50%) of the
            amount of any cash compensation received by Executive from the new
            employer during such period; provided, further, that in the event
            Executive commences any employment with, or is employed by, any
            employer other than the Company during the twelve (12) month period
            following the first anniversary of the Date of Termination, the
            Company shall be entitled to set-off against the remaining Severance
            Amount twenty-five percent (25%) of the amount of any cash
            compensation received by Executive from such employer during such
            period. From time to time, Executive may be asked to certify to the
            Company that he has not accepted employment with a new employer
            (including, without limitation, contract and consulting agreements).
            For purposes of this Agreement, "Average Base Salary" shall mean the
            average of the annual Base Salary or, if applicable, Adjusted Base
            Salary received by Executive for each of the three (3) immediately
            preceding fiscal years or such fewer number of complete fiscal years
            as Executive may have been employed by the Company. For purposes of
            this Agreement, "Average Incentive Compensation" shall mean the
            average of the annual Incentive Compensation under Subparagraph 3(a)
            received by Executive for the three (3) immediately preceding fiscal
            years or such fewer number of complete fiscal years as Executive may
            have been employed by the Company. In no event shall "Average
            Incentive Compensation" include any sign-on bonus, retention bonus
            or any other special bonus. Notwithstanding the foregoing, if
            Executive breaches any of the provisions contained in Paragraphs 4
            and 5 of this Agreement, all payments of the Severance Amount shall
            immediately cease. Notwithstanding the foregoing, in the event
            Executive terminates his employment for Good Reason as provided in
            Subparagraph 6(e), he shall be entitled to the Severance Amount only
            if he provides the Good Reason Notice provided for in Subparagraph
            6(e) within thirty (30) days after the occurrence of the event or
            events which constitute such Good Reason as specified in clauses
            (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e) and he provides
            the Notice of Termination provided for in Subparagraph 6(f) within
            five (5) days after the expiration of the Good Reason Process
            Period; and

      10. Amendment to Paragraph 8. Change in Control Payment. In the last
          ---------------------------------------------------
sentence of the first paragraph of Paragraph 8 of the Employment Agreement, the
words "These provisions" are hereby deleted and replaced with "The provisions of
Subparagraph 8(a)".

      11. Amendments to Subparagraph 8(a). Change in Control. The first sentence
          --------------------------------------------------
of Subparagraph 8(a)(i) of the Employment Agreement is hereby deleted in its
entirety and replaced with the following:

            If within eighteen (18) months after the occurrence of the first
            event constituting a Change in Control, Executive's employment is
            terminated by the Company without Cause as provided in Subparagraph
            6(d) or Executive terminates his employment for Good Reason as
            provided in Subparagraph 6(e), then the Company shall pay Executive
            the Severance Amount as provided in Subparagraph 7(d)(i) in
            substantially equal bi-weekly installments, in arrears, over
            twenty-four (24) months; provided,


                                       7

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            however, that in the event Executive commences any employment with
            an employer other than the Company during such twenty-four (24)
            month period, the Company shall not be entitled to any right of
            set-off against the Severance Amount for any cash compensation
            received by the Executive from the new employer during such period.

            Subparagraph 8(a)(iii) is hereby deleted in its entirety and
replaced with the following:

                  (iii) Notwithstanding anything to the contrary in any
            applicable option agreement or stock-based award agreement, in the
            event of a Change in Control during the Period of Employment, any
            unvested portions of any stock option or other stock-based award
            shall fully vest and become exercisable one hundred eighty (180)
            days after the date of the Change in Control (provided Executive is
            employed by the Company on such 180th day) or, if earlier, on the
            date following the Change in Control that the Executive's employment
            with the Company is terminated by the Company without Cause or by
            the Executive for Good Reason. In the event of such termination,
            Executive shall have three hundred sixty (360) days following the
            Date of Termination to exercise all his stock options; provided,
            however, in no event may Executive exercise any stock option on or
            after the Expiration Date of such option (as defined in the
            applicable option agreement). With respect to a Change in Control
            occurring after the date of the Addendum, the foregoing provisions
            of this Subparagraph 8(a)(iii) are hereby substituted for and
            replace any provisions in any applicable option agreement relating
            to vesting in connection with a Change in Control or exercisability
            if Executive's employment is terminated without Cause or for Good
            Reason within 180 days after a Change in Control. Notwithstanding
            the first sentence of this Subparagraph 8(a)(iii), the Restricted
            Unit Award granted to Executive on April 12, 2001 shall not vest as
            provided in such first sentence and shall instead vest in accordance
            with the terms of such Restricted Unit Award. Executive shall also
            be entitled to any other rights and benefits with respect to
            stock-related awards, to the extent and upon the terms provided in
            the employee stock option or incentive plan or any agreement or
            other instrument attendant thereto (as amended hereby) pursuant to
            which such options or awards were granted; and

      12. Amendments to Subparagraph 8(b). Gross Up Payment. Subparagraph
          -------------------------------------------------
8(b)(i) of the Employment Agreement is hereby deleted in its entirety and
replaced with the following:

                  (i) Excess Parachute Payment. If Executive incurs the tax (the
            "Excise Tax") imposed by Section 4999 of the Internal Revenue Code
            of 1986 (the "Code") on "excess parachute payments" within the
            meaning of Section 280G(b)(1) of the Code, the Company will pay to
            Executive an amount such that the net amount retained by Executive,
            after deduction of any Excise Tax on the excess parachute payment
            and any federal, state and local income taxes and employment taxes
            (together with penalties and interest) and Excise Tax upon the
            payment provided for by this sentence, will be equal to the
            Severance Amount. In addition, if pursuant to the


                                       8

<PAGE>

            immediately preceding sentence a full gross up payment is not made
            to Executive for the entire amount of Excise Tax (and any federal,
            state and local income taxes and employment taxes (together with
            penalties and interest) and Excise Tax on the payment provided for
            in the immediately preceding sentence) incurred by Executive in
            connection with the first event constituting a Change in Control,
            then the Company will pay to Executive an additional amount that,
            after taking into account the amount payable pursuant to the
            immediately preceding sentence, will completely gross up the
            Executive for the entire amount of Excise Tax (and for any federal,
            state and local income taxes and employment taxes (together with
            penalties and interest) and Excise Tax on the payments provided for
            by this Subparagraph 8(b)(i)); provided, however, that any payment
            made pursuant to this sentence will not exceed an amount equal to
            twice the Executive's Base Salary or Adjusted Base Salary, as
            applicable, in effect immediately prior to the date of the Change in
            Control. The payments made pursuant to this Subparagraph 8(b)(i) are
            collectively referred to herein as the "Gross Up Payments". It is
            the intent that the Gross Up Payments provided for by this
            Subparagraph 8(b)(i) place Executive in the same position Executive
            would have been in had no Excise Tax been imposed, subject to the
            limitation on the Gross Up Payment provided for in the second
            sentence of this Subparagraph 8(b)(i) by the proviso of such
            sentence.

            Subparagraph 8(b)(ii) is hereby deleted in its entirety and replaced
with the following:

                  (ii) Applicable Rates. For purposes of determining the amount
            of the Gross Up Payments, Executive will be deemed to pay federal
            income taxes at the highest marginal rate of federal income taxation
            in the calendar year in which the Gross Up Payments are to be made
            and state and local income taxes at the highest marginal rates of
            taxation in the state and locality of Executive's primary residence
            for the calendar year in which the Gross Up Payments are to be made,
            net of the maximum reduction in federal income taxes that could be
            obtained from deduction of such state and local taxes.

            Subparagraphs 8(b)(iii) and 8(b)(iv) are hereby deleted in their
entirety and are replaced with the following:

                  (iii) Time for Payment. The Company will pay the estimated
            amount of the Gross Up Payments in cash to Executive at such time or
            times when the Excise Tax is due. Executive and the Company and
            their respective tax advisors agree to confer and reasonably
            cooperate in the determination of the actual amount of the Gross Up
            Payments. Without limiting the foregoing, Executive shall, if
            requested by the Company, cooperate in a valuation of Executive's
            obligations under paragraph 5 of this Agreement by a valuation firm
            selected and paid for by the Company. Further, Executive and the
            Company agree to make such adjustments to


                                       9

<PAGE>

            the estimated amount of the Gross Up Payments as may be necessary to
            equal the actual amount of the Gross Up Payments, which in the case
            of Executive will refer to refunds of prior overpayments and in the
            case of the Company will refer to makeup of prior underpayments.

      13. Amendment to Paragraph 13. Arbitration; Other Disputes. Paragraph 13
          ------------------------------------------------------
of the Employment Agreement is hereby deleted in its entirety and replaced with
the following:

            13. Mediation and/or Arbitration; Other Disputes.
                --------------------------------------------

                  (a) General Procedures. In the event of any dispute or
                      ------------------
            controversy arising under or in connection with the terms of this
            Agreement, the parties shall first promptly try in good faith to
            settle such dispute or controversy by mediation under the Commercial
            Mediation Rules of the American Arbitration Association ("AAA")
            before resorting to arbitration, provided, however, that if the
            dispute or controversy concerns whether Executive is entitled to a
            payment under subparagraph 8(a) or (b) or the amount of any payment
            to which the Executive is entitled under subparagraph 8(a) or (b),
            the expedited procedures in subparagraph 13(b) will apply. In the
            event such dispute or controversy remains unresolved in whole or in
            part for a period of thirty (30) days after it is submitted to
            mediation, the parties will settle any remaining dispute or
            controversy exclusively by arbitration in Dallas, Texas in
            accordance with the Commercial Arbitration Rules of the AAA then in
            effect. The parties hereto agree that any dispute relating to the
            terms of this Agreement or the performance by the parties of their
            respective obligations under the terms of this Agreement shall not
            in any event be subject to the AAA's National Rules for the
            Resolution of Employment Disputes. Judgment may be entered on the
            arbitrator's award in any court having jurisdiction. With respect to
            a dispute or other controversy arising under or in connection with
            the terms of this Agreement after a Change in Control, all
            administration fees and arbitration fees shall be paid solely by the
            Company. Each party agrees to pay its own legal fees and expenses
            incurred in connection with mediation and/or arbitration.

                        Notwithstanding the above, the Company shall be entitled
            to seek a restraining order or injunction in any court of competent
            jurisdiction to prevent any continuation of any violation of
            paragraph 4 or 5 hereof. Should a dispute occur concerning
            Executive's mental or physical capacity as described in
            subparagraphs 6(b), 6(c) or 7(b), a doctor selected by Executive and
            a doctor selected by the Company shall be entitled to examine
            Executive. If the opinion of the Company's doctor and Executive's
            doctor conflict, the Company's doctor and Executive's doctor shall
            together agree upon a third doctor, whose opinion shall be binding.


                                       10

<PAGE>

                        Any amount to which Executive is entitled under this
            Agreement (including any disputed amount) which is not paid when due
            shall bear interest from the date due until paid at a rate equal to
            the lesser of eighteen percent (18%) per annum or the maximum lawful
            rate.

                  (b) Expedited Procedures. The following expedited procedures
                      --------------------
            apply in the event of any dispute or controversy concerning whether
            Executive is entitled to a payment under subparagraph 8(a) or 8(b)
            or the amount of any payment to which Executive is entitled under
            subparagraph 8(a) or 8(b), and are intended to supplement the
            general procedures detailed above. The parties shall first promptly
            try in good faith to settle such dispute or controversy by expedited
            mediation under the Commercial Mediation Rules of the AAA, as
            modified by this Agreement, before resorting to arbitration. In the
            event that such dispute or controversy remains unresolved in whole
            or in part for a period of fifteen (15) days after either party
            files a request for expedited mediation with the AAA, the parties
            will settle any remaining dispute or controversy exclusively by
            expedited arbitration in Dallas, Texas in accordance with the
            Expedited Procedures of the Commercial Arbitration Rules of the AAA
            then in effect, as modified by this Agreement. The parties agree
            that the arbitration hearing will be held sixty (60) days after the
            filing of a demand for expedited arbitration. The parties further
            agree that the following deadlines shall apply: (1) a party has
            fifteen (15) days following the conclusion of the mediation period
            to file an arbitration demand; (2) the opposing party then has seven
            (7) days to file an answering statement; (3) thereafter, the parties
            have thirty-five (35) days to conduct discovery, and (4) the parties
            have seven (7) days following the close of discovery to exchange
            copies of all exhibits that they intend to submit at the hearing.
            During the first five (5) days of the discovery period, and prior to
            either party starting discovery, the parties must agree upon the
            type of discovery that will be conducted and upon a discovery
            schedule. Any dispute regarding the type of discovery or the
            discovery schedule must be resolved by the arbitrator during a
            discovery conference conducted in person or on the telephone within
            the first five (5) days of the discovery period. The parties agree
            that the arbitrator shall have fifteen (15) days after the
            arbitration hearing to issue an award. The award shall be written
            and reasoned, if requested by one of the parties.

      14. Governing Law. The validity, interpretation, construction, and
          -------------
performance of this Addendum shall be governed by the laws of the State of Texas
(without regard to principles of conflicts of laws).

      15. Counterparts. This Addendum may be executed in several counterparts,
          ------------
each of which shall be deemed an original but all of which together will
constitute one and the same instrument.


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<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Addendum
effective as of August 10, 2001.


                           WYNDHAM INTERNATIONAL, INC.


                           By:/s/ Mary Watson
                              --------------------------------------------------
                           Name:  Mary Watson
                                ------------------------------------------------
                           Title: Senior Vice President - Human Resources
                                 -----------------------------------------------

                           /s/ Michael A. Grossman
                           -----------------------------------------------------
                            Michael A. Grossman, Executive


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