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                                                                   EXHIBIT 10.51

                     ADDENDUM NO. 5 TO EMPLOYMENT AGREEMENT

      WHEREAS, Wyndham International, Inc. ("Employer") and Fred J. Kleisner
("Executive") are parties to that certain Executive Employment Agreement
effective as of March 27, 2000, as amended by the Addenda thereto effective as
of July 13, 2001, November 14, 2001, January 7, 2002 and January 28, 2002 (as so
amended, the "Employment Agreement"); and

      WHEREAS, Employer and Executive wish to amend the Employment Agreement as
specified in this Addendum No. 5 to the Employment Agreement (this "Addendum")
for the purpose of encouraging the continuation of Executive's employment with
Employer;

      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 Executive hereby agree that effective January 6,
2003, 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). Subparagraph 3(a) of the Employment
Agreement is hereby deleted in its entirety and replaced with the following:

            (a) Base Salary. Executive shall receive an annual minimum base
      salary ("Base Salary"). Thereafter, Executive's Base Salary shall be
      redetermined at least thirty (30) days before each annual compensation
      determination date established by Employer during the Period of Employment
      but in any event no later than the first quarter of the applicable fiscal
      year (the "Annual Compensation Determination Date") in an amount to be
      fixed by the Board, but in no event shall such re-determined Base Salary
      (the "Adjusted Base Salary") be less than the Base Salary or Adjusted Base
      Salary, as the case may be, determined on the Annual Compensation
      Determination Date of the prior fiscal year. The Base Salary or, if
      applicable, the Adjusted Base Salary, shall be payable in substantially
      equal bi-weekly installments.

      3. Amendment to Subparagraph 3(b). The first paragraph of subparagraph
3(b) of the Employment Agreement is hereby deleted in its entirety and replaced
with the following:

            (b) Incentive Compensation. In addition to Base Salary or, if
      applicable, Adjusted Base Salary, Executive shall be eligible to receive
      in each fiscal year during the Period of Employment, on or about the
      Annual Compensation Determination Date (or earlier as provided in
      Paragraphs 8 and 9 of this Agreement), cash incentive compensation (the
      "Incentive Compensation") in an amount determined annually by the
      Compensation Committee of the Board based on individual performance,
      "Employer EBITDA Achievement" (as hereinafter defined), and total return
      to shareholders;


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      provided, that, for fiscal year 2003, Executive shall receive minimum
      Incentive Compensation in the amount of Ninety-Two Thousand Dollars
      ($92,000), payable to Executive in four (4) equal installments on each of
      April 1, July 1, and October 1 of that year and on January 1, 2004; for
      fiscal year 2004, Executive shall receive minimum Incentive Compensation
      of One Hundred, Seventeen Thousand Dollars ($117,000), payable to
      Executive in four (4) equal installments on each of April 1, July 1, and
      October 1 of that year and on January 1, 2005; and, for fiscal year 2005,
      Executive shall receive minimum Incentive Compensation in the amount of
      One Hundred, Forty-Two Thousand Dollars ($142,000), payable to Executive
      in four (4) equal installments on each of April 1, July 1 and October 1 of
      that year and on January 1, 2006 (collectively, "Minimum Incentive
      Compensation"). Incentive Compensation shall equal up to three (3) times
      the then current Base Salary or, if applicable, Adjusted Base Salary.
      "Employer EBITDA Achievement" is the degree to which the annual budget
      established by Employer for earnings before interest, taxes, depreciation
      and amortization is achieved. Notwithstanding the foregoing, Incentive
      Compensation shall equal at least one hundred fifty percent (150%) of the
      Base Salary or, if applicable, Adjusted Base Salary for any year in which
      Employer EBITDA Achievement is one hundred percent (100%) or more ("Target
      Incentive Compensation").

      4. Addition of Subparagraph 3(m). The following subparagraph is hereby
added to the Employment Agreement immediately following subparagraph 3(l) of the
Employment Agreement:

            (m) Retention Bonus. Except as otherwise provided herein, in
      consideration for the services to be provided by Executive to Employer
      from April 1, 2003 through March 31, 2006 (the "Retention Period"),
      Employer agrees to pay Executive a retention bonus (the "Retention Bonus")
      in the aggregate amount of Two Million Dollars ($2,000,000), with One
      Million, Five Hundred Thousand Dollars ($1,500,000) payable by Employer to
      Executive in a lump sum amount on January 7, 2003 and Five Hundred
      Thousand Dollars ($500,000) payable by Employer to Executive in a lump sum
      amount on January 1, 2004.

      5. Amendment to Subparagraph 7(e). Clause (C) of subparagraph 7(e) of the
Employment Agreement is hereby deleted in its entirety and replaced with the
following:

            (C) any elimination of or involuntary reduction in Executive's
      Adjusted Base Salary, Minimum Incentive Compensation, if applicable, or
      Target Incentive Compensation;

      6. Amendment to Subparagraph 8(a). The first sentence of subparagraph 8(a)
of the Employment Agreement is hereby deleted in its entirety and replaced with
the following sentence:

            If Executive's employment terminates by reason of his death,
      Employer shall, within thirty (30) days of death, pay in a lump sum amount
      to such person as his estate shall designate in a notice filed with
      Employer or, if no such person is designated, to Executive's estate, (i)
      Executive's accrued and unpaid Base Salary or, if applicable, his


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      Adjusted Base Salary, through the date of his death, (ii) any unpaid
      amount of the Retention Bonus, and (iii) any accrued and unpaid Incentive
      Compensation and Pro Rata Incentive Compensation.

      7. Amendment to Subparagraph 8(b). The first and second sentences of
subparagraph 8(b) of the Employment Agreement are hereby deleted in their
entirety and replaced with the following sentences:

            During any period that Executive is unable to perform his duties
      hereunder as a result of incapacity due to physical or mental illness or
      injury, Executive shall continue to receive (i) his accrued and unpaid
      Base Salary or, if applicable, his Adjusted Base Salary, (ii) any accrued
      and unpaid amounts of his Retention Bonus, if applicable, and (iii) any
      accrued and unpaid Incentive Compensation payments under subparagraph
      3(b), until and unless Executive's employment is terminated due to
      Disability in accordance with subparagraph 7(b) or until Executive
      terminates his employment in accordance with subparagraph 7(e), whichever
      first occurs. In the event of termination due to Disability, Employer
      shall, within thirty (30) days of the Disability Effective Date, pay in a
      lump sum amount to Executive (i) his accrued and unpaid Base Salary or, if
      applicable, his Adjusted Base Salary through the Date of Termination, (ii)
      any unpaid amount of the Retention Bonus, and (iii) any accrued and unpaid
      Incentive Compensation and Pro Rata Incentive Compensation.

      8. Amendment to Subparagraph 8(c). The first sentence of subparagraph 8(c)
of the Employment Agreement is hereby deleted in its entirety and replaced with
the following sentence:

            If Executive's employment is terminated by Executive other than for
      Good Reason, then Employer shall, through the Date of Termination, pay
      Executive (i) his accrued and unpaid Base Salary or, if applicable, his
      Adjusted Base Salary then in effect on the date Notice of Termination is
      given, (ii) any accrued but unpaid "Pro Rata Retention Bonus" (as
      hereinafter defined) if such termination occurs before the last day of the
      Retention Period, (iii) any accrued, earned and unpaid Incentive
      Compensation, and (iv) such other benefits as are available under any
      Employer policy or practice then in effect. Pro Rata Retention Bonus
      equals the Retention Bonus multiplied by a fraction, the numerator of
      which is the number of days of Executive's employment during the Retention
      Period, including the Date of Termination in such period, and the
      denominator of which is 1,096. Notwithstanding the foregoing, if Executive
      terminates employment other than for Good Reason during the Retention
      Period, Executive must remit to Employer the difference between the amount
      of Retention Bonus already paid to Executive and the Pro Rata Retention
      Bonus.

      9. Amendment to Subparagraph 8(d). The first sentence of subparagraph 8(d)
of the Employment Agreement is hereby deleted in its entirety and replaced with
the following sentence:

            If Executive terminates his employment for Good Reason as provided
      in subparagraph 7(e) or if Executive's employment is terminated by
      Employer without


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      Cause as provided in subparagraph 7(d), then Employer shall, through the
      Date of Termination, pay Executive (i) his accrued and unpaid Base Salary
      or, if applicable, his Adjusted Base Salary then in effect on the date
      Notice of Termination is given, (ii) any unpaid amount of the Retention
      Bonus, and (iii) any accrued and unpaid Incentive Compensation and Pro
      Rata Incentive Compensation.

      10. Amendment to Subparagraph 8(e). Subparagraph 8(e) of the Employment
Agreement is hereby deleted in its entirety and replaced with the following:

            If Executive's employment is terminated by Employer for Cause as
      provided in subparagraph 7(c), then Employer shall, through the Date of
      Termination, pay Executive (i) his accrued and unpaid Base Salary or, if
      applicable, his Adjusted Base Salary then in effect on the date Notice of
      Termination is given, (ii) any accrued but unpaid Pro Rata Retention
      Bonus, and (iii) his accrued, earned and unpaid Incentive Compensation.
      Notwithstanding the foregoing, if Employer terminates Executive's
      employment for Cause during the Retention Period, Executive must remit to
      Employer the difference between the amount of the Retention Bonus already
      paid to Executive and the Pro Rata Retention Bonus.

      11. Amendment to Subparagraph 9(a). In the seventh line of subparagraph
9(a) of the Employment Agreement, the words "Five Million Dollars
($5,000,000.00)" are deleted in their entirety and replaced with the following:
Four Million Dollars ($4,000,000.00).

      12. Amendments to Subparagraph 9(b).

            (a) The period (".") at the end of clause (3) of subparagraph 9(b)
of the Employment Agreement is hereby deleted and replaced with the following:
"; and".

            (b) The following section is hereby added to subparagraph 9(b) of
the Employment Agreement after clause (3):

            (4) any unpaid amount of the Retention Bonus.

      13. Amendments to Parachute Escrow Agreement.

            (a) The first recital of the Parachute Escrow Agreement attached to
Addendum No. 3 as Attachment C (the "Parachute Escrow Agreement") of the
Employment Agreement is hereby deleted in its entirety and replaced with the
following:

            WHEREAS, Wyndham and Executive are parties to that certain Executive
      Employment Agreement between Wyndham and Executive dated as of March 27,
      2000, as amended by the Addenda thereto dated July 13, 2001, November 14,
      2001, January 7, 2002, January 28, 2002 and January 6, 2003 (as so
      amended, the "Employment Agreement"); and

            (b) In the first line of subparagraph 1(a) of the Parachute Escrow
Agreement, the word "$5,000,000" is hereby deleted in its entirety and replaced
with the following: $4,000,000.


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      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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      IN WITNESS WHEREOF, the parties hereto have executed this Addendum
effective as of the date set forth above.

                                                WYNDHAM INTERNATIONAL, INC.


                                                By: /s/ MARK A. SOLLS
                                                    ----------------------------
                                                    Name:  Mark A. Solls
                                                    Title: Vice President


                                                /s/ FRED J. KLEISNER
                                                --------------------------------
                                                Fred J. Kleisner, Executive


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