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                                                                   EXHIBIT 10.14

                        EXECUTIVE EMPLOYMENT AGREEMENT

     This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made as of the 18th
day of August, 1999, between Wyndham International, Inc., a Delaware corporation
("Employer"), and James D. Carreker ("Executive"), but it shall become effective
only on the date set forth in paragraph 25 below (the "Effective Date").

     WHEREAS, Executive has previously had a valued association with Patriot
American Hospitality, Inc., a Virginia corporation ("Previous Employer") and a
predecessor of Previous Employer, Wyndham Hotel Corporation, a Delaware
corporation ("WHC");

     WHEREAS, Executive has previously entered into an Executive Employment
Agreement with Previous Employer, which has been subsequently assumed and
honored by Employer (the "Prior Agreement");

     WHEREAS, Executive currently serves as CEO of Employer.

     WHEREAS, Employer, acting by and through the Board of Directors of Employer
(the "Board"), now desires to terminate the Prior Agreement and supercede the
Prior Agreement with this Agreement to better ensure the future of Employer by
establishing a continuing relationship with Executive;

     WHEREAS, Executive, seeking to serve the best interests of Employer, is
agreeable to terminating the Prior Agreement and superceding the Prior Agreement
with this Agreement on the terms herein provided;

     WHEREAS, as an additional inducement to Executive to enter into this
Agreement,
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Employer shall, on the Effective Date enter into a separate "indemnification
agreement" with Executive in the form attached hereto as Exhibit A (the
"Indemnification Agreement");

     WHEREAS, as an additional inducement to Executive to enter into this
Agreement, Employer shall, as of the Effective Date grant Executive an option
(such option being herein referred to as the "Stock Options") to purchase a
certain number of "Shares" (herein so called) of common stock of Employer at a
floor price of $5.00 per each of the Shares and as otherwise set forth in the
Agreement attached hereto as Exhibit B (the "Option Agreement"); and

     WHEREAS, Executive is desirous of committing himself to serve Employer on
the terms herein provided,

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration,, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.   Employment. The initial term of this Agreement shall extend from the
Effective Date until the fifth anniversary of the Effective Date. On the third
anniversary of the Effective Date and every even-numbered calendar year
anniversary date thereafter (e.g., 2004, 2006. . .), the term of this Agreement
shall be automatically extended for an additional two (2) years unless either
party otherwise elects by notice in writing delivered to the other at least
ninety (90) days prior to the third anniversary or ninety (90) days prior to the
concerned even-numbered calendar year anniversary date thereafter; provided,
however that this sentence shall not be deemed to reduce the five (5) year
initial term of this Agreement; provided, further, that if a Change in Control
(as hereinafter defined) occurs during the initial or extended term of this
Agreement, the term of this Agreement shall continue in effect for a period of
not less than eighteen (18) months

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EXECUTIVE EMPLOYMENT AGREEMENT                                            Page 2
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beyond that month in which that Change in Control occurred. The term of the
Agreement shall be subject to termination only as provided in paragraph 7. The
term of this Agreement may be referred to herein as the "Period of Employment."

2.   Position and Duties. During the Period of Employment, Executive shall serve
as Chairman and Chief Executive Officer of Employer, reporting to the Board;
shall have supervision and control over and responsibility for the day-to-day
business and affairs of Employer; and shall have such other powers and duties as
may from time to time be prescribed by the Board, provided that such duties are
consistent with the normal and customary responsibilities of a Chairman and
Chief Executive Officer. Should, during the Period of Employment, Executive not
be nominated to serve (or, if nominated, not be elected to serve) as a director
or member of the Board, then Executive may, as provided in subparagraph 7(e),
terminate his employment hereunder, which termination shall be deemed to be for
Good Reason, as defined in subparagraph 7(e). Except as provided otherwise
herein, Executive shall devote his full working time and working efforts to the
business and affairs of Employer and Previous Employer. Notwithstanding the
foregoing, Executive may serve on other boards of directors or engage in
religious, charitable, or other community activities as long as such services
and activities are disclosed to the Board and do not materially interfere with
Executive's performance of his duties as provided in this Agreement.

3.   Compensation and Related Matters

     (a)  Base Salary. Initially, Executive shall receive an annual minimum base
salary ("Base Salary") equal to Six Hundred Thousand Dollars and No/100 Cents
($600,000.00). Thereafter, Executive's Base Salary shall be redetermined at
least thirty (30) days before each

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EXECUTIVE EMPLOYMENT AGREEMENT                                            Page 3
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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 be less
than $600,000.00. The Base Salary, as redetermined, is referred to herein as the
"Adjusted Base Salary." The Base Salary or, if applicable, the Adjusted Base
Salary, shall be payable in substantially equal bi-weekly installments.

     (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 Paragraph 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. Incentive Compensation shall equal from zero
to three 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, the 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").

     "Pro Rata Incentive Compensation" shall be paid to Executive for any
termination. 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 the current

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EXECUTIVE EMPLOYMENT AGREEMENT                                            Page 4
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fiscal year through Date of Termination and the denominator 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, Employer shall make a good faith estimate of this
amount, resolving all doubts in favor of Executive and, in calculating the Pro
Rata Incentive Compensation, such good faith estimate shall be based on an
amount Executive would have earned had he continued employment for the entire
fiscal year.

     Executive will also participate in such other incentive compensation plans,
policies or practices as the Board shall determine.

     (c)  Expenses. Executive shall be entitled to receive prompt reimbursement
for all reasonable expenses incurred by him (in accordance with the policies
and procedures then in effect and established by Employer for its senior
executive officers) in performing services hereunder during the Period of
Employment, provided that Executive properly accounts therefor in accordance
with Employer policy.

     (d)  Country Club Entertainment Benefit. Employer shall, if Executive so
requests, provide Executive with a country club membership at Preston Trails
Golf Club (or an equivalent club selected by Executive) and pay or reimburse
Executive for all charges for goods and services incurred relating to Employer's
business and for all membership costs and dues incurred with regard thereto by
or on behalf of Executive.

     (e)  Automobile Allowance. Employer shall provide Executive with a company
car or allowance therefor, which car or allowance shall be for, or sufficient
for, a BMW 750i or

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EXECUTIVE EMPLOYMENT AGREEMENT                                            Page 5
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equivalent selected by Executive.


     (f)  Air Travel Allowance. Executive, and, when requested by Executive, his
spouse, shall be provided with or reimbursed for the cost of first-class or
private aircraft travel when Executive is traveling on Employer's business, as
and when Executive deems such travel to be required or convenient.

     (g)  Other Benefits. During the Period of Employment, Executive shall be
entitled to continue to participate in or receive benefits under all of
Employer's Employee Benefit Plans in effect on the date hereof, or under plans
or arrangements that provide Executive with at least substantially equivalent
benefits to those provided under such Employee Benefit Plans. As used herein,
"Employee Benefit Plans" include, without. limitation, each pension and
retirement plan, supplemental pension, retirement and deferred compensation
plan, savings and profit-sharing plan, stock ownership plan, stock purchase
plan, stock option plan, life insurance plan, medical insurance plan, disability
plan, and health and accident plan, or arrangement established and maintained by
Employer on the date hereof and enhancements thereof hereafter made. To the
extent that the scope or nature of benefits described in this section are
determined based in whole or in part on the seniority or tenure of an employee's
service, Executive shall be deemed to have a tenure with Employer equal to the
actual time of Executive's service with Employer plus the actual service by
Executive to the Previous Employer and to WHC. During the Period of Employment,
Executive shall be entitled to participate in or receive benefits under any of
the Employee Benefit Plans or arrangements that may, in the future, be made
available by Employer to its executives and key management employees, subject to
and on a basis consistent with the terms, conditions, and overall administration
of such plans or arrangements. Nothing paid to Executive under the Employee
Benefit Plans presently in effect or any employee benefit plan or

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EXECUTIVE EMPLOYMENT AGREEMENT                                            Page 6
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arrangement that may be made available in the future shall be deemed to be in
lieu of compensation otherwise payable to Executive under subparagraphs 3(a) and
3(b) and elsewhere in this Agreement. Any payments or benefits payable to
Executive under a plan or arrangement referred to in this subparagraph 3(g) in
respect of any calendar year during which Executive is employed by Employer for
less than the whole of such year shall, unless otherwise provided in such plan
or arrangement, be prorated in accordance with the number of days in such
calendar year during which he is so employed. Should any such payments or
benefits accrue on a fiscal (rather than calendar) year, then the proration in
the preceding sentence shall be on the basis of a fiscal year rather than
calendar year.

     (h)  Life Insurance. Employer shall pay the premiums on, and maintain in
effect throughout the Period of Employment, a life insurance policy on the life
of Executive in an amount of not less than $2,000,000.00. Executive shall have
the right to designate the beneficiary under such policy.

     (i)  Vacations. Executive shall be entitled to a minimum of twenty (20)
days of paid vacation in each calendar year or such greater number of days as is
determined by Employer from time to time for its senior executive officers.
Executive shall also be entitled to all paid holidays given by Employer to its
senior executive officers. To the extent that the scope or nature of benefits
described in this section are determined under the policies of Employer, based
in whole or in part on the seniority or tenure of an employee's service,
Executive shall be deemed to have a tenure with Employer equal to the actual
time of Executive's service with Employer plus the actual service by Executive
to the Previous Employer and WHC.

     (j)  Disability Insurance. Employer shall pay the premiums on, and maintain
in

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EXECUTIVE EMPLOYMENT AGREEMENT                                            Page 7
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effect throughout the Period of Employment, long-term disability insurance
providing for payment of benefits at rates not less than 60% of Executive's Base
Salary or, if applicable, his Adjusted Base Salary.

     (k)  Employer Property Usage Policy. During the Period of Employment and
thereafter, unless Executive's employment by Employer terminates "For Cause" as
that term is defined in subparagraph 7(c), Executive shall be provided with
rights and benefits comparable to the standard rights and benefits provided to
the Directors who are currently serving on the Board.

     (l)  Comparability. Notwithstanding anything to the contrary in the
foregoing provisions of this paragraph 3, so long as Executive serves as the CEO
of Employer, the sum of Executive's Base Salary or, if applicable, Adjusted Base
Salary, and Target Incentive Compensation shall in no event be less than one
hundred fifty percent (15 0%) of the sum of the Salary and Target Incentive
Compensation paid to the next highest paid employee of the Employer and one
hundred percent (100%) of each and all benefits under Employee Benefit Plans or
otherwise awarded to any other employee of Employer. All other terms and
provisions of this Agreement shall at all times be deemed amended to the end
that such terms and provisions are at all times, and from time to time, at least
as favorable to Executive as such terms and provisions would be under any other
employment agreement to which Employer is a party.

4.   Board Service. Executive agrees to serve as a director of Employer and
Previous Employer, if elected or appointed, provided he is forever indemnified
for serving in such capacities as set forth in the Indemnification Agreement,
which indemnity shall survive the termination of the Indemnification Agreement
and the termination of this Agreement. Employer will provide appropriate
Directors' and Officers' Insurance naming Executive as a named

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EXECUTIVE EMPLOYMENT AGREEMENT                                            Page 8
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insured with limits of no less than provided to other officers and directors.

5.   Unauthorized Disclosure.

     (a)  Confidential Information. Executive acknowledges that in the course of
his employment with Employer (and, if applicable, the predecessors of Employer
or Previous Employer or WHC), he has been allowed to become, and will continue
to be allowed to become, acquainted with Employer's business affairs,
information, trade secrets, and other matters that are of a proprietary or
confidential nature, such as 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 Employer's, Previous Employer's, and
their respective predecessors' business. Employer agrees to provide, on an
ongoing basis, such Confidential Information as Employer 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
Employer, except as he deems reasonably necessary or appropriate in connection
with performing his duties on behalf of Employer. 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 Employer or
Previous Employer. At such time as Executive shall cease to be employed by
Employer, he will immediately turn over to Employer all Confidential
Information, including papers, documents, writings, electronically stored
information, other property, and all copies of them provided to or created by
him during the course of his employment with Employer (or, if applicable,
Previous Employer).

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EXECUTIVE EMPLOYMENT AGREEMENT                                            Page 9
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     (b)  Heirs, successors, and legal representatives. The foregoing provisions
of this paragraph 5 shall be binding upon Executive's heirs, successors, and
legal representatives. The provisions of this paragraph 5 shall survive the
termination of this Agreement for any reason.

6.   Covenant Not to Compete. In consideration for the Option Agreement, the
Employer's promise to provide Confidential Information as set forth in Paragraph
5 above, and for Executive's employment by the Employer under the terms provided
in this Agreement, and as a means to aid in the performance and enforcement of
and preserve the rights of the Employer pursuant to the terms of the
Unauthorized Disclosure provisions of Paragraph 5, Executive agrees as follows:

     (a)  during the term of Executive's employment with the Employer 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 the top ten branded hotel
companies, as defined by accepted industry consultants, such as Price Waterhouse
Coopers, in any city in which the Employer, or any subsidiary or affiliate of
the Employer, operates any facility during Executive's term of Employment;
provided, however, that the 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 or holding as a purely passive investor of
less than a controlling interest in any other entity. Notwithstanding the
foregoing, after Executive's employment with the Employer has terminated, upon
receiving written permission by the Board,

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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 10
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Executive shall be permitted to engage in such activities with respect to any
other hotel, motel or lodging facility that shall be determined in the sole
discretion of the Board in good faith to be immaterial to the operations of the
Employer, or any subsidiary or affiliate of the Employer, in the area or
territory in question.

     (b)  during the term of Executive's employment with the Employer 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 current or prospective
customers (including, without limitation, any hotel owner, lessor or lessee,
asset manager, trustee, consumer with whom the Employer, or any subsidiary or
affiliate of the Employer, (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 Employer;
or (iii) has included as a prospect in its applicable pipeline) or any
subsidiary or affiliate of the Employer.

     (c)  during the term of Executive's employment with the Employer 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 Employer, or any subsidiary or
affiliate of the Employer (including, without limitation, any current or
prospective employee of the Employer within the six-month period preceding the
Executive's last day of employment with the Employer 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,


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 11
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partnership, association, agency, or other person or entity with which Executive
may be associated to employ any current or prospective employee of the Employer,
or any subsidiary or affiliate of the Employer, without providing the Employer
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 and duration and are
necessary to protect the Employer'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 no in 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 area covered
thereby, the parties agree that the court making such determination shall have
the power to reduce the duration and/or area 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
Employer, and upon breach of any provision of this noncompetition covenant, the
Employer 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 Employer 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 Employer at law or in
equity, the duration of this covenant shall automatically be extended for the
period of time from which Executive began

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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 12
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such violation until he permanently ceases such violation.

     (f)  Should, however, Employer fail to timely pay any sums or otherwise
fail to timely provide any benefit due and owing to Executive, his family, or
his estate within ten (10) days after Executive or a representative or his
family or estate notifies Employer in writing of a failure to timely pay any
such sums or timely provide any such benefits, the provisions of this paragraph
6 shall no longer be binding and shall have no force or effect, unless and until
Executive is, after a full and final hearing, found to be in material breach of
this Agreement in an arbitrator's award made by an arbitrator appointed under
paragraph 18 of this Agreement.

7.   Termination. Executive's employment hereunder may be terminated without
any breach of this Agreement under the following circumstances:

     (a)  Death. Executive's employment hereunder shall terminate upon his
death.

     (b)  Disability. Employer shall be entitled to terminate the Executive's
employment because of the Executive's Disability during the Period of
Employment. "Disability" means that as a result of Executive's incapacity due to
physical or mental illness Executive shall have been absent from his duties
hereunder or a full-time basis for one hundred eighty (180) calendar days in the
aggregate in any twelve (12) month period (such period to not include, however,
any time that Executive is on leave of absence as authorized by this Agreement
or Employer's leave policies). A termination of the Executive's employment by
Employer for Disability, shall after the 180 calendar day period described above
in this subparagraph (7(b), be communicated to the Executive by written notice,
and shall be effective on the 60th day after receipt of such notice by the
Executive (the "Disability Effective Date"), unless the Executive returns to
full-time performance of the Executive's duties before the Disability Effective
Date.


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 13
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     (c)  Termination by Employer For Cause. At any time during the Period of
Employment, Employer may terminate Executive's employment hereunder for Cause if
such termination is approved by not less than a majority of the entire
membership of the Board at a meeting of the Board called and held for such
purpose. For purposes of this Agreement "Cause" shall mean: (i) the willful and
continued failure of the Executive substantially to perform the Executive's
duties under this Agreement (other than as a result of physical or mental
illness or injury), after the Board delivers to the Executive a written demand
for substantial performance and such nonperformance has continued for more than
60 days following written notice of nonperformance from the Board that
specifically identifies the manner in which the Board believes that the
Executive has not substantially performed the Executive's duties (provided,
however, that Executive shall not be deemed to be in nonperformance if within
such 60-day time period following receipt by Executive of such notice he has
taken steps reasonably calculated to resolve such nonperformance); (ii) illegal
conduct or gross misconduct by the Executive, that has resulted in material
injury to the reputation of Employer; or (iii) a material breach by Executive of
the covenants contained in paragraph 5 of this Agreement.

     (d) Termination Without Cause. At any time during the Period of Employment,
Employer may terminate Executive's employment hereunder without (i.e., not for)
Cause if such termination is approved by not less than a majority of the entire
membership of the Board at a meeting of the Board called and held for such
purpose. Further, any termination by Employer of Executive's employment that is
not otherwise governed by this paragraph 7 shall also be deemed a termination
without, or not for, Cause.

     (e)  Termination by Executive. At any time during the Period of Employment,
Executive may terminate his employment hereunder for any reason, including but
not limited to


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 14
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"Good Reason" (as hereinafter defined). For purposes of this Agreement, "Good
Reason" shall mean that Executive has complied with the "Good Reason Process"
(as hereinafter defined) following the occurrence of any of the following events
(referred to individually as a "Good Reason Event" and collectively as "Good
Reason Events"): (A) any substantial adverse change, not consented to by
Executive in a writing signed by him, in the nature or scope of Executive's
responsibilities, authorities, powers, functions, or duties exercised by
Executive immediately prior to the Effective Date, except as provided in
paragraph 11; (B) any removal, during the Period of Employment, of Executive
from, or any failure by management to nominate, or, if nominated, any failure by
the stockholders to re-elect Executive to, any of the positions indicated in
paragraph 2; (C) an involuntary reduction in Executive's Base Salary or Adjusted
Base Salary or Target Incentive Compensation; (D) a breach by Employer of any of
its other material obligations under this Agreement and the failure of Employer
to cure such breach within thirty (30) days after written notice thereof by
Executive; (B) the relocation of Employer's primary offices at which Executive
is principally employed to a location more than thirty (30) miles from
Executive's current offices, or the requirement by Employer for Executive to be
based anywhere other than Employer's primary offices at such current location
[or more than 30 miles therefrom] on an extended basis, except for required
travel on Employer's business to an extent substantially consistent with
Executive's current business travel obligations; or (F) Employer gives notice of
non-extension of the Period of Employment under paragraph 1 of this Agreement.
"Good Reason Process" shall mean that (i) the Executive reasonably determines in
good faith that a Good Reason Event has occurred; (ii) Executive notifies
Employer in writing of the occurrence of the Good Reason Event; (iii) Executive
cooperates in good faith with Employer's efforts, for a period not more than
thirty (30) days following such notice, to modified Executive's employment


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 15
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situation in a manner acceptable to Executive and Employer; and (iv)
notwithstanding such efforts, one or more of the Good Reason Events continues to
exist for a period of more than thirty (30) days following such notice and has
not been modified in a manner acceptable to Executive.

     (f)  Notice of Termination. Except for termination as specified in
subparagraph 7(a), any termination of Executive's employment by Employer or any
such termination by Executive shall be communicated by written Notice of
Termination to the other party hereto. For purposes of this Agreement, a "Notice
of Termination" shall mean a notice that shall indicate the specific provision
in this Agreement relied upon.

     (g)  Date of Termination. "Date of Termination" shall mean: (A) if
Executive's employment is terminated by his death, the date of his death; (B) if
Executive's employment is terminated on account of Disability under subparagraph
7(b) on the Disability Effective Date unless Executive returns to full-time
performance of Executive's duties before the Disability Effective Date; (C) if
Executive's employment is terminated by Employer under subparagraphs 7(c) or (d)
thirty (30) days after the date on which a Notice of Termination is given; and
(D) if Executive's employment is terminated by Executive under subparagraph
7(e), thirty (30) days after the date on which a Notice of Termination is given.

8.   Compensation Upon Termination or During Disability

     (a)  Death. 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 Adjusted Base


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 16
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Salary, through the date of his deaths and (ii) any accrued and any unpaid
Incentive Compensation and Pro Rata Incentive Compensation. Upon such death, all
unvested stock options and stock-based grants shall immediately vest in
Executive's estate or other legal representatives and become exercisable, and
Executive's estate or other legal representatives shall have one (1) year from
the Date of Termination, or remaining option term, if later, to exercise the
stock options. For a period of five (5) years following the Date of Termination,
Employer shall pay such health insurance premiums as may be necessary to allow
Executive's spouse and other dependents to receive health insurance coverage
substantially similar to the coverage they received prior to the Date of
Termination.

     (b)  Disability. 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 his accrued and unpaid Base Salary
or, if applicable, his Adjusted Base Salary, and 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, plus (ii)
any accrued and unpaid Incentive Compensation and Pro Rata Incentive
Compensation. Upon the Disability Effective Date, all unvested stock options and
stock-based grants shall immediately vest and become exercisable and Executive
shall have one (1) year from the Date of Termination, or the remaining option
term, if later, to exercise the stock options. For a period of two (2) years
following the Date of


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 17
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Termination, Employer shall pay such health insurance premiums as may be
necessary to allow Executive and Executive's spouse and other dependents, to
receive health insurance coverage substantially similar to the coverage they
received prior to the Date of Termination. Upon termination due to death prior
to the Disability Effective Date, subparagraph 8(a) shall apply.

     (c)  By Executive Not for Good Reason. If Executive's employment is
terminated by Executive other than for Good Reason as provided in subparagraph
7(e), then Employer shall, through the Date of Termination, pay Executive (i)
his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary
at the rate in effect on the date Notice of Termination is given, and (ii) any
accrued, earned, and unpaid Incentive Compensation plus, (iii) such other
benefits as are available under any Employer policy or practice then in effect.
If Executive's employment is terminated by Executive other than for Good Reason
as provided in subparagraph 7(e), all unvested stock options are forfeited on
the Date of Termination and Executive shall have 90 clays from the Date of
Termination to exercise any previously unexercised but then vested stock
options.

     (d)  By Executive for Good Reason; by Employer Without Cause. If Executive
terminates his employment for Good Reason as provided in subparagraph 7(e) or if
Executive's employment is terminated by Employer without 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 at the rate in effect on the date Notice of Termination is given,
plus (ii) any accrued and unpaid Incentive Compensation and Pro Rata Incentive
Compensation. Upon the Date of Termination, all unvested stock options and
stock-based grants shall immediately vest and become exercisable, and Executive
shall have one (1) year from the Date of Termination, or the remaining option
term (not to exceed three (3) years),


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 18
<PAGE>

if later, to exercise the stock options. For a period of three (3) years
following the Date of Termination, Employer shall pay such health insurance
premiums as may be necessary to allow Executive and Executive's spouse and other
dependents to receive health insurance coverage substantially similar to
coverage they received prior to the Date of Termination. In addition, subject to
signing by Executive of a general release of claims in a form and manner
satisfactory to the Executive and Employer:

          (1)  Employer shall pay Executive, on the Date of Termination, such
additional amounts to which Executive may be entitled in accordance with
Employer's then current severance policies (the "Severance Amount"), provided
that, at a minimum, Executive shall be entitled to receive an amount in a lump
sum (the "Minimum Severance Amount") equal to the greater of(A) $3,000,000.00 or
(B) three (3) times the sum of the "Applicable Base Salary" plus the "Average
Incentive Compensation."

     For purposes of this Agreement, "Applicable Base Salary" shall mean the
greater of (aa) $600,000, or, (bb) such of the following alternatives as is
applicable:

               (aaa)  prior to January 1, 2000, Executive's Base Salary, or if
applicable, Adjusted Base Salary; or

               (bbb)  on or after January 1, 2000, the average of the annual
Base Salary and, if applicable, Adjusted Base Salary, payable to Executive for
the year of termination and the immediately preceding complete fiscal year which
he was employed by Employer. The fiscal year ending December 31, 1999, shall be
treated as a complete fiscal year.

     For purposes of this Agreement, "Average Incentive Compensation" shall mean
such of


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 19
<PAGE>

the following alternatives as is applicable:

               (aaaa)  prior to January 1, 2000, Executive's Target Incentive
Compensation;

               (bbbb)  on or after January 1, 2000, and before January 1, 2001,
the sum of Executive's Incentive Compensation for the fiscal year ending
December 31, 1999, and Executive's Target Incentive Compensation for the fiscal
year ending December 31, 2000, divided by two (2);

               (cccc)  on or after January 1, 2001, the total of the annual
Incentive Compensation payable to Executive for the two (2) immediately
preceding complete fiscal years divided by two (2). The fiscal year ending
December 31, 1999, shall be treated as a complete fiscal year.

     The Applicable Base Salary and Average Incentive Compensation shall each be
determined as of the date of Notice of Termination or the Termination Date,
whichever is more favorable to Executive.

     Notwithstanding the foregoing, in the event Executive terminates his
employment for Good Reason as provided in subparagraph 7(e), he shall be
entitled to the Severance Amount or, if applicable, the Minimum Severance Amount
only if he provides the Notice of Termination provided for in subparagraph 7(f)
within one hundred and twenty (120) days after Executive has informed Employer
in writing of the occurrence of the Good Reason Event(s), on which his
termination is based, pursuant to the provisions of subparagraph 7(e).

     Should Executive commence any new employment as an employee during the
twenty-


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 20
<PAGE>

four (24) months following the Date of Termination, then Employer shall be
entitled to (1) 50% of the lesser of (i) all Executive's Base Salary, or if
applicable, Adjusted Base Salary in effect at the Date of Termination or (ii)
all sums paid to Executive as base compensation for such new employment (but not
as incentive or other compensation) within the first twelve (12) months
following the Date of Termination; and (2) 25% of the lesser of (i) all
Executive's Base Salary, or if applicable, Adjusted Base Salary in effect at the
Date of Termination or (ii) all sums paid to Executive as base compensation for
such new employer (but not as incentive or other compensation) within the second
twelve (12) months following the Date of Termination. The provisions of the
preceding sentence shall not, however, apply to payments of the "Parachute
Amount" (as herein defined).

          (2)  In addition to any other benefits to which Executive may be
entitled in accordance with Employer's then existing severance plans, policies
or practices (for which Executive shall not be required to sign the above-
referenced general release of claims), Employer shall:

               (aa)  for a period of three (3) years commencing on the Date of
Termination, provide Executive, at Employer's expense, with an office and all
reasonable occupancy expenses associated therewith, and related telephone and
telefax facilities, and an assistant at a location of Executive's choosing,
provided that the office facilities shall be comparable to Executive's office at
Employer on the Date of Termination; and,

               (bb)  for a period of one (1) year commencing on the Date of
Termination, pay for the cost of executive outplacement services selected by
Executive for use in connection with obtaining alternate employment.


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 21
<PAGE>

     (e)  For Cause. 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 his accrued and unpaid Base Salary or, if applicable,
his Adjusted Base Salary at the rate in effect on the date Notice of Termination
is given, plus his accrued, earned and unpaid Incentive Compensation.

     (f)  Continuing Assistance. Regardless of the reason for the termination of
Executive's employment, for a period of five (5) years beginning on the Date of
Termination or the end of the Period of Employment, Employer will provide such
reasonable assistance and support to Executive or his estate as he or such
estate shall reasonably require in connection with the preparation and filing of
tax returns, statements, and forms insofar as such returns, statements, or forms
relate to Executive's employment or other association with Employer, Previous
Employer, or any of their respective predecessors or affiliates. At Employer's
election, such assistance and support shall be provided by either tax personnel
from Employer or certified public accountants selected and compensated by
Employer.

     (g)  Payment Place and Due Date. All amounts due under this Agreement to
Executive or his estate by Employer following the Date of Termination or the end
of the Period of Employment shall be due and payable in Dallas County, Texas. On
or before the tenth (1 0th) day following such Date of Termination or the date
upon which the end of the Period of Employment occurs, except as otherwise
expressly set forth in this Agreement, Employer shall (i) escrow all amounts due
to Executive or his estate for the severance amount or minimum severance amount
whichever is applicable (the "Escrowed Severance Payment"), and (ii) pay to
Executive or his estate all other amounts due to Executive or his estate. The
Escrowed Severance Payment shall be due and payable to Executive or his estate
without notice or demand


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 22
<PAGE>

of any kind, in thirty-six (36) equal monthly payments, with the first such
payment being due and payable thirty (30) days following the Date of Termination
or the end of the Period of Employment, provided however:

          (aa)  that in the event a payment of Escrowed Severance Payment is for
any reason not paid within 10 days after Executive notifies Employer in writing
of a failure to timely make such payment, then, in that event, without further
notice or demand of any kind the entire unpaid balance of the Escrowed Severance
Payment shall at once become due and payable in full to Executive or his estate,
unless, prior to that time, Executive shall, after full and final hearing, be
found to be in material breach of this Agreement by an arbitrator appointed
under paragraph 18 of this Agreement, and

          (bb)  advances of the payments of the Escrowed Severance Payment
shall, if Executive so requests, be made to Executive to the extent income taxes
on unpaid payments are reasonably determined by Executive to be due, with such
advances to be proportionately offset against all unpaid future payments.

     If Executive so elects at any time, the unpaid balance of the Escrowed
Severance Payment shall be paid over by Employer to an independent third party
escrow keeper, to be held pursuant to written arrangements mutually acceptable
to Employer and Executive providing for timely payment to Executive of the
payments due therefrom, whereupon such escrowed funds shall no longer be an
asset of the Employer.

     (h)  Other Obligations. The foregoing subparagraphs 8(a) through 8(g) shall
not adversely affect or alter Executive's rights (or the rights of his estate,
spouse or other dependents) under any Employee Benefit Plan or other plans of
Employer, except to the extent


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 23
<PAGE>

otherwise expressly provided therein or in any agreement or other instrument
attendant thereto.

9.   Parachute Payment. The provisions of this paragraph 9 set forth the terms
of an agreement reached between Executive and Employer regarding Executive's
rights and obligations upon the occurrence of a "Change in Control" (as
hereinafter defined) of Employer. These provisions are intended to assure and
encourage in advance Executive's continued attention and dedication to his
assigned duties and his objectivity during the pendency and after the occurrence
of any such Change in Control. These provisions shall apply in lieu of, and
expressly supersede, the provisions of subparagraph 8(d)( 1) if Executive's
employment is terminated or Notice of Termination is given ninety (90) days
prior to or within eighteen (18) months after the occurrence of an event
constituting a Change in Control.

     (a)  Escrow. Within fifteen (15) days after the occurrence of the first
event constituting a Change in Control (irrespective of whether Executive has
actual knowledge of such event), Employer shall place immediately negotiable
funds in escrow in an amount equal to the Five Million Dollars ($5,000,000.00)
attributable to subparagraph 9(c), plus such additional amount as equals the
"Gross Up Payment" (as hereinafter defined) thereon. Such escrow shall be
conducted pursuant to written arrangements that are mutually acceptable to
Employer and Executive providing for the timely payment to Executive of the
amounts held in such escrow in the event Executive becomes entitled thereto
under the applicable provisions of this Agreement (the "Escrow Arrangement").
Further, the remaining portion of the "Parachute Amount" (as hereinafter
defined) shall also, within such fifteen (15) days after the occurrence of the
first event constituting a "Hostile Takeover" (as hereinafter defined), be
funded by Employer in immediately negotiable funds into such escrow pursuant to
such Escrow Arrangement. The Escrow Arrangement shall be maintained until the
earlier of (A) nineteen (19) months after the

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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 24
<PAGE>

occurrence of an event constituting a Change in Control or (B) the payment to
Executive of all sums escrowed.

     (b)  Change in Control If, within 90 days prior to, or within eighteen (18)
months after the occurrence of an event constituting a Change in Control,
Executive's employment is terminated or a Notice of Termination is given for any
reason other than (A) his death, (B) his Disability, or (C) by Executive Without
Good Reason, then such termination shall be deemed to be a "Termination Due to
Change in Control" (herein so called), in which event Employer shall pay
Executive, in a lump sum, on or prior to the tenth (10th) day following the
Executive's Date of Termination:

          (1)  an amount equal to the applicable Parachute Amount (including any
Gross Up Payment); and

          (2)  Executive's accrued and unpaid Base Salary or, if applicable, his
Adjusted Base Salary, through such Date of Termination; and

          (3)  accrued and unpaid Incentive Compensation and Pro Rata Incentive
Compensation.

     (c)  Stock Option Floor. Upon the occurrence of the first event
constituting a Change in Control, all stock options and other stock--based
grants to Executive by Employer shall, irrespective of any provisions of the
Option Agreement, immediately and irrevocably vest and become exercisable as of
the date of such first event whereupon, at any time during the Option Term as
defined in the Option Agreement (but not to exceed five (5) years after such
event), Executive or his estate may by five (5) days' advance written notice
given to Employer, and


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 25
<PAGE>

irrespective of whether Executive is then employed by Employer or then living,
and solely at the election of Executive or his estate, require Employer to:

          (1)  immediately purchase all Stock Options from Executive or his
estate in exchange for the sum of Five Million Dollars ($5,000,000.00) cash
delivered in immediately negotiable funds in Dallas County, Texas, to Executive
or his estate, or,

          (2)  allow Executive to exercise all or any part of such Stock Options
at the option prices therefor specified in the grant of the Stock Options.

Employer shall also loan to Executive pursuant to the provisions of the Master
Note otherwise referenced and described in this Agreement all funds due by
Executive for income taxes (federal, state, or local), including but not limited
to on capital gains as well as on ordinary income, by reason of the provisions
of the existence of any of the provisions of this subparagraph 9(c) or the
carrying out of all or any part of such provisions. Taxes for purposes of the
above computation shall be computed at the highest marginal rate of federal
income taxation for the tax year for which such taxes are or will be due, and
state and local taxes at the highest marginal rate at the end of such year, net
of the maximum reduction (if any) in federal income taxes that could be obtained
from the deduction of deductible state and local taxes.

     (d)  Gross Up Payment.

          (1)  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)(l)
of the Code, Employer will pay to Executive an amount (the "Gross Up Payment")
such that the net amount retained by


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 26
<PAGE>

Executive, after deduction of any Excise Tax on both the Excess Parachute
Payment and any federal, state and local income tax (together with penalties and
interest) as well as the Excise Tax upon the payment provided for by this
subparagraph 9(d)(1), will be equal to the Parachute Amount.

          (2)  Applicable Rates. For purposes of determining the amount of the
Gross Up Payment, 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 Payment is to be made and state and local income taxes at the
highest marginal rates of taxation in the state and locality where taxes thereon
are lawfully due, net of the maximum reduction (if any) in federal income taxes
that could be obtained from deduction of deductible state and `local taxes.

          (3)  Determination of Gross Up Payment Amount. The determination of
whether the Excise Tax is payable and the amount thereof will be based upon the
opinion of tax counsel selected by Executive and approved by Employer, which
approval will not be unreasonably withheld or delayed. If such opinion is not
finally accepted by the Internal Revenue Service (or state and local taxing
authorities), then appropriate adjustments to the Excise Tax will be computed
and additional Gross Up Payments will be made in the manner provided by this
subparagraph (d).

          (4)  Payment. Employer will pay the estimated amount of the Gross Up
Payment in cash to Executive at the time specified in this Agreement. Executive
and Employer agree to reasonably cooperate in the determination of the actual
amount of the Gross Up Payment. Further, Executive and Employer agree to make
such adjustments to the estimated amount of the Gross Up Payment as may be
necessary to equal the actual amount of the Gross


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 27
<PAGE>

Up Payment, which in the case of Executive will refer to refunds of prior
overpayments by Employer and in the case of Employer will refer to additional
payments to Executive to make up for prior underpayments.

     (e)  Definitions. For purposes of this paragraph 9, the following terms
shall have the following meanings:

          "Change in Control" shall mean any of the following:

          (1)  the acquisition by any individual, entity, or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (the "Acquiring
Person"), other than Employer, or any of its Subsidiaries or any Investor or
Excluded Group, of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 35% or more of the combined voting power
or economic interests of the then outstanding voting securities of Employer
entitled to vote generally in the election of directors; provided however, that
any transfer from any Investor or Excluded Group will not result in a Change in
Control if such transfer was part of a series of related transactions the effect
of which, absent the transfer to such Acquiring Person by the Investor or
Excluded Group, would not have resulted in the acquisition by such Acquiring
Person of 35% or more of the combined voting power or economic interests of the
then outstanding voting securities; or

          (2)  during any period of 12 consecutive months after the Issuance
Date, the individuals who at the beginning of any such 12-month period
constituted a majority of the Class A Directors and Class C Directors (the
"Incumbent Non-Investor Majority") cease for any reason to constitute at least a
majority of such Class A Directors and Class C Directors; provided that (i) any
individual becoming a director whose election, or nomination for election by
Employer's


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 28
<PAGE>

stockholders, was approved by a vote of the stockholders having the right to
designate such director and (ii) any director whose election to the Board or
whose nomination for election by the stockholders of Employer was approved by
the requisite vote of directors entitled to vote on such election or nomination
in accordance with the Restated Certificate of Incorporation of Employer, shall,
in each such case, be considered as though such individual were a member of the
Incumbent Non-Investor Majority, but excluding, as a member of the Incumbent
Non-Investor Majority, any such individual whose initial assumption of office is
in connection with an actual or threatened election contest relating to the
election of the directors of Employer (as such terms are used in Rule 14a-1 1 of
Regulation 14A promulgated under the Exchange Act) and further excluding any
person who is an affiliate or associate of an Acquiring Person having or
proposing to acquire beneficial ownership of 25% or more of the combined voting
power of the then outstanding voting securities of Employer entitled to vote
generally in the election of directors; or

          (3)  the approval by the stockholders of Employer of a reorganization,
merger or consolidation, in each case, with respect to which all or
substantially all of the individuals and entities who were the respective
beneficial owners of the voting securities of Employer immediately prior to such
reorganization, merger, or consolidation do not, following such reorganization,
merger, or consolidation, beneficially own, directly or indirectly, more than
57.5% of the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of Employer resulting
from such reorganization, merger, or consolidation; or

          (4)  the sale or other disposition of assets representing 50% or more
of the assets of Employer in one transaction or series of related transactions;
or


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 29
<PAGE>

          (5)  a "Fundamental Change in Business" as hereinafter defined.

Except as otherwise specified herein, defined terms used in the definition of
"Change in Control" shall have the same meaning as set forth in the Form of
Certificate of Designation of Series B Convertible Preferred Stock of Wyndham
International, Inc.

          "Employer" shall mean not only Wyndham International, Inc., but also
its successors by merger or otherwise.

          "Fundamental Change in Business" shall mean that Employer, at any
time, no longer earns at least fifty percent (50%) of its gross revenues from
hotel, or hotel-related businesses.

          "Hostile Takeover" shall mean any Change in Control which at any time
is declared by at least a majority of the Board, directly or indirectly, to be
hostile or not in the best interests of Employer, or in which an attempt is made
(irrespective of whether successful) to wrest control away from the incumbent
management of Employer, or with respect to which the Board makes any effort to
resist.

          "Parachute Amount" shall mean an amount equal to (i) the greater of
$3,000,000.00 or the Severance Amount or, if applicable, the Minimum Severance
Amount provided for in subparagraph 8(d)(1), plus (ii) any amount computed by
reference to subparagraphs 9(c) or 9(d) of this Agreement or otherwise which are
deemed to be a "Parachute Payment" within the meaning of Section 280G(b)(2) of
the Code.

10.  Notice. For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 30
<PAGE>

delivered or mailed by United States certified mail, return receipt requested,
postage prepaid, addressed as follows:

          if to the Executive:

          At his home address as shown
          in Employer's personnel records;

          if to Employer:

          Wyndham International, Inc.
          2001 Bryan Street, Suite 2300
          Dallas, Texas 75201-3075

          Attn.:  General Counsel

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

11.  Extended Leave of Absence (Family-Related Illness and Bereavement).
Executive may, at Executive's option, during the Period of Employment, take a
leave of absence for purposes of a family-related illness and/or bereavement.
Such leave of absence may extend for an aggregate period during the life of this
Agreement of up to twelve (12) months, plus any vacation available to him under
this Agreement, during which time Executive shall be entitled to all benefits
under this Agreement and any stock option agreement, including all compensation
and rights of tenure and pursuant to paragraph 9 of this Agreement.

     Provided, however, Employer by action of a majority vote of the Board, may,
if, by reason of such leave of absence, Executive shall have worked less than
ten (10) calendar days (or any portion thereof) in any seventy (70) consecutive
calendar day period, give Executive written notice of intent to appoint some
other person as Chairman of the Board or Chief Executive Officer, and Executive
must, within sixty (60) days of receipt of such notice, either elect to


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 31
<PAGE>

return from such leave of absence, or accept the position of Chairman of the
Board or the position of Chief Executive Officer for the remaining portion of
the Period of Employment, at the same rate of compensation and with all the
rights and benefits provided to Executive in this Agreement. Acceptance of the
position of Chairman of the Board or Chief Executive Officer shall not
constitute grounds for termination of this Agreement for Good Reason by
Executive.

12.  Tag Along and Piggyback Rights. Employer shall make best efforts to allow
Executive an equitable opportunity to participate to the extent of any shares of
stock he may then own in Employer or any affiliate of or successor to Employer
(or have the right to own by the exercise of then vested options held by
Executive) in any shelf offering, secondary offering, or follow-up offering. Any
resulting costs for the registration of such shares of Executive shall be paid
by Employer. Further, if at any time or times from and after the date hereof
during the Period of Employment, Employer intends to file a registration
statement for the registration of common stock with a governmental body
permitting the registration of registrable stock, then Employer shall notify
Executive at least thirty (30) days prior to each such filing of such intention
to file such a registration statement. Such notice shall state the amount and
type of securities proposed to be registered thereby, the underwriters involved,
if any, and whether such underwriting is to be distributed on a firm commitment
or best efforts basis. Upon the written request of Executive given within 20
days after receipt of any such notice stating the number of shares of
registrable stock to be disposed of by the Executive and the intended method of
disposition, Employer will use its best efforts to cause the aggregate of the
registrable stock designated by Executive to be included in such registration so
as to permit the disposition (in accordance with the methods specified by
Executive) of the registrable stock so registered, subject to the following:

     (a)  If the proposed registration involves an underwritten offering of
common stock,


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 32
<PAGE>

whether or not for sale for the account of Employer, to be distributed (on a
best efforts or firm commitment basis) by or through one or more underwriters,
and the managing underwriter of such underwritten offering shall advise Employer
in writing that, in its opinion, the registration of all or a specified portion
of registrable stock concurrently with the common stock will adversely affect
the distribution of such common stock by such underwriters, then Employer may
require, by written notice to Executive that the distribution of all or a
specified portion of the registrable stock be excluded from such registration;

     (b)  Employer may in its discretion withdraw any registration statement
filed pursuant to this subparagraph subsequent to its filing and prior to its
effective date without liability to the Executive; and

     (c)  If the preferred stock series B shareholders of Employer restrict the
registration of common shares of Employer held by other holders of common shares
of Employer then, in that event, they may also so restrict to the same extent
the registration rights hereunder of Executive.

     Employer shall, and hereby does, indemnify and hold harmless, to the extent
permitted by law, Executive against all losses, claims, damages, liabilities,
and expenses resulting from any untrue or misleading statement or alleged untrue
or misleading statement of a material fact contained in any registration
statement or prospectus (preliminary or otherwise), whether or not such untrue
or misleading statement or. alleged untrue or misleading statement is caused by
Executive's negligence, except in so far as such losses, claims, damages,
liabilities, or expenses are caused by any untrue statement intentionally
furnished or made by Executive. The foregoing indemnity is in addition to, and
does not limit, Executive's right to indemnity, or actual indemnity provided by
Employer, pursuant to the Indemnification Agreement, any Directors' and
Officers'


--------------------------------------------------------------------------------
EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 33
<PAGE>

insurance provided to Executive under paragraph 4 of this Agreement, or any
other agreement or insurance.

13.  Loans.

     (a)  Existing Debt. Executive is currently indebted to Employer in the
original principal amount of $4,904,573.00, which debt is witnessed by a
promissory note, a duplicate of which is attached hereto as Exhibit C (the
"Original Note"), and secured as set forth in the Original Note. All right,
title, and interest in and to the Original Note is currently held by Employer,
and the original of the Original Note is in the possession of Employer, having
been heretofore duly endorsed by the payee therein named and delivered to
Employer. Employer and Executive mutually recognize and agree that the Original
Note is in good standing and ;that no payments have been heretofore made on the
Original Note. Employer and Executive mutually desire to amend the provisions of
the Original Note, and each herewith agrees that the Original Note is
concurrently herewith and without further action amended to read as set forth in
the attached Exhibit D (the "Amended Original Note"), which Amended Original
Note is being concurrently herewith signed by Executive and delivered to
Employer. The original of the Original Note is herewith delivered by Employer to
Executive, marked cancelled; Employer and Executive agree that, as of this date,
the Amended Original Note shall for all purposes be deemed effective as of the
date of the Original Note.

     (b)  Existing Debt Tax Loan. If, at the time of such repayment, Executive
is employed by Employer, Employer shall loan to Executive or his estate such
funds as are required to pay any income taxes due by reason of the repayment by
Executive or his estate of the Original Note, as amended by the Amended Original
Note, with the "Collateral" as such term is defined in the Amended Original Note
attached hereto as Exhibit D. Such loan for income taxes


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 34
<PAGE>

shall be unsecured and shall be due and payable in accordance with the "Master
Note" (herein so called) hereinafter described and attached hereto as Exhibit E.

     (c)  1997 Salary Advance. The amount owed by Executive to Employer for a
1997 salary advance will be as of June 30, 1999, $421,214.02 (the "Salary
Advance Balance"). The 1997 Salary Advance Balance will, contemporaneously
herewith be deemed to be documented and made as of July 1, 1999, in accordance
with the provisions of the Master Note hereinafter described, except that such
amount shall be due and payable four (4) years from July 1, 1999.

     (d)  Master Note Provisions. Attached hereto as Exhibit E is a non-
negotiable and unsecured Master Note executed by Executive and payable to
Employer. Without further action, all loans hereafter made by Employer to
Executive pursuant to the provisions of this Agreement (other than the Original
Note as amended by the Amended Original Note) shall be deemed to have been made
pursuant to the provisions of the Master Note dated as of the date the funds are
advanced for concerned loans (except as herein otherwise specified for the 1997
Salary Advance) and in the original principal amount equal to the amount of such
funding and due and payable four (4) years from the date of the concerned
advance.

14.  Miscellaneous. No provisions of this Agreement may be modified, waived, or
discharged unless such waiver, modification, or discharge is agreed to in
writing and signed by Executive and such officer of Employer as may be
specifically designated by the Board. No waiver by either party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, unless specifically
referred to herein, with respect to the subject matter hereof have been made by
either party that are not set forth


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 35
<PAGE>

expressly in this Agreement. The validity, interpretation, construction, and
performance of the Agreement shall be governed by the laws of the State of Texas
(without regard to principles of conflicts of laws) and, where applicable, the
laws of the United States.

15.  Validity. The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect. The
invalid portion of this Agreement, if any, shall be modified by any court having
jurisdiction to the extent necessary to render such portion enforceable.

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

17.  No Mitigation. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and such amounts
shall not be reduced, regardless of whether the Executive obtains other
employment, except strictly as provided in subparagraph 8(d)(i) of this
Agreement.

18.  Arbitration; Other Disputes. In the event of any dispute or controversy
arising under or in connection with this Agreement, the parties shall first
promptly try in good faith to settle such dispute or controversy by mediation
under the applicable rules of the American Arbitration Association before
resorting to arbitration. In the event such dispute or controversy remains
unresolved in whole or in part for a period of thirty (30) days after it arises,
the parties will settle any remaining dispute or controversy exclusively by
arbitration in Dallas, Texas in accordance


--------------------------------------------------------------------------------
EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 36
<PAGE>

with the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitrator's award in any court having jurisdiction. All
administration fees and arbitration fees shall be paid solely by Employer.
Notwithstanding the above, Employer 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 5 or 6 hereof. The prevailing party
may recover attorneys' fees in any dispute or controversy arising under or in
connection with this Agreement. Should a dispute occur concerning Executive's
mental or physical capacity as described in subparagraphs 7(b) or 8(b), a doctor
selected by Executive and a doctor selected by Employer shall be entitled to
examine Executive. If the opinion of Employer's doctor and Executive's doctor
conflict, Employer's doctor and Executive's doctor shall together agree upon a
third doctor, whose opinion shall be binding. 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 but not paid at a rate equal to
the lesser of eighteen percent (18%) per annum or the maximum lawful rate.

19.  Third-Party Agreements and Rights. Executive represents to Employer that
upon Executive's execution of this Agreement, Executive's employment with
Employer, and the performance of Executive's proposed duties for Employer, will
not violate any obligations Executive may have to any employer prior to WHC, and
Executive will not bring to the premises of Employer any copies of other
tangible embodiments of non-public information belonging to or obtained from any
such previous employment prior to WHC.

20.  Legal Fees. Employer agrees to pay all legal fees incurred by the Executive
in connection with the negotiation and preparation of this Agreement, up to a
maximum of sixty thousand dollars ($60,000.00).


--------------------------------------------------------------------------------
EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 37
<PAGE>

21.  Litigation and Regulatory Cooperation. During and after Executive's
employment, Executive shall reasonably cooperate with Employer in the defense or
prosecution of any claims or actions now in existence or that may be brought in
the future against or on behalf of Employer that relate to events or occurrences
that transpired while Executive was employed by Employer; provided, however,
that such cooperation shall not materially and adversely affect Executive or
expose Executive to an. increased probability of civil or criminal litigation.
Executive's cooperation in connection with such claims or actions shall include,
but not be limited to, being available to meet with counsel to prepare for
discovery or trial and to act as a witness on behalf of Employer at mutually
convenient times. During and after Executive's employment, Executive also shall
cooperate fully with Employer in connection with any investigation or review by
any federal, state, or local regulatory authority as any such investigation or
review relates to events or occurrences that transpired while Executive was
employed by Employer. Employer shall also provide Executive with compensation on
an hourly basis calculated at his final Annual Base Salary, or if applicable,
Annual Adjusted Base Salary divided by 2000 hours for requested litigation and
regulatory cooperation that occurs after his termination of employment, and
shall reimburse Executive for all costs and expenses incurred in connection with
his performance under this paragraph 21, including, but not limited to,
reasonable attorneys' fees and costs.

22.  Conflicts. In the event of any conflict between the provisions of this
Agreement and the Option Agreement, any other option granted heretofore or
hereafter made, or any agreement between Executive and Employer heretofore
executed, this Agreement shall govern and rule supreme.

23.  Note prepayment. Executive shall, at the time of receipt of same, pay to
Maker as payment on the Master Note (but not on the Amended Original Note) to
the extent such Master


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 38
<PAGE>

Note is unpaid, twenty-five percent (25%) of the after tax Incentive
Compensation and a total of fifty percent (50%) of any after tax gain received
as the result of the exercise and sale of any options provided to Executive
under the Option Agreement. For purposes of this paragraph, Executive will be
deemed to pay federal income taxes at the highest marginal rate of federal
taxation in the applicable calendar year and state and local taxes at the
highest marginal rates of taxation in the state and. locality where taxes
thereon are lawfully due, net of the maximum reduction (if any) in federal
income taxes that could be obtained from deduction of deductible state and local
taxes.

24.  Effective Date. This Agreement is effective April 19, 1999.

     IN WITNESS WHEREOF, the parties have executed this Agreement effective on
the date and year above written.

                                WYNDHAM INTERNATIONAL, INC.


                                By: /s/ CARLA S. MORELAND
                                    --------------------------------------------
                                    Carla S. Moreland

                                Its:  Executive Vice President - General Counsel


                                /S/ JAMES D. CARREKER
                                ------------------------------------------------
                                James D. Carreker


--------------------------------------------------------------------------------
EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 39
<PAGE>

                                   Exhibit A

           AGREEMENT OF RATIFICATION AND RENEWAL OF INDEMNIFICATION


    This Agreement of Ratification and Renewal of Indemnification made and
entered into as of this 19th day of April, 1999 ("Agreement"), by and Wyndham
International, Inc. (the "Company" which term shall include, where appropriate,
any Entity (as hereinafter defined) controlled directly or indirectly by the
Company) and James D. Carreker ("Indemnitee"):

    WHEREAS, it is essential to the Company that it be able to retain and
attract as directors and/or officers the most capable persons available;

    WHEREAS, increased corporate litigation has subjected directors and/or
officers to litigation risks and expenses, and the limitations on the
availability of directors and officers liability insurance have made it
increasingly difficult for the Company to attract and retain such persons;

    WHEREAS, each of the Company's by-laws require it to indemnify its directors
and/or officers to the fullest extent permitted by law and permit it to make
other indemnification arrangements and agreements;

    WHEREAS, Company, together with Patriot American Hospitality, Inc.
("Patriot") had previously entered into that certain Indemnification Agreement
dated as of May 28, 1998 with Indemnitee, whereby the Company and Patriot
provided Indemnitee with specific contractual assurance of Indemnitee's rights
to indemnification against litigation risks and expenses arising out of
Indemnitee's performance of its responsibilities on behalf of Company and
Patriot; and

    WHEREAS, of even date herewith, Company has entered into a new employment
agreement with Indemnitee and, in connection therewith, has agreed to ratify and
renew its specific contractual assurance of Indemnitee's rights to
indemnification against litigation risks and expenses (regardless, among other
things, of any amendment to or revocation of any such by-laws or any change in
the ownership of the Company or the composition of their respective Board of
Directors):

    NOW, THEREFORE, in consideration of the promises and the covenants contained
herein, the Company and Indemnitee do hereby covenant and agree as follows:

    1.  Definitions.

        (a) "Corporate Status" describes the status of a person who is serving
        or has served (i) as a director or officer of the Company, (ii) in any
        capacity with respect to any employee benefit plan of the Company, or
        (iii) as a director, partner, trustee, officer, employee, or agent of
        any other Entity at the request of the Company. For purposes of
        subsection (iii) of this Section 1(a), an officer or director of the
        Company who is serving or has served as a director, partner,
<PAGE>

          trustee, officer, employee or agent of a Subsidiary shall be deemed to
          be serving at the request of the Company.

          (b) "Entity" shall mean any corporation, partnership, limited
          liability Company, joint venture, trust, foundation, association,
          organization or other legal entity.

          (c) "Expenses" shall mean all fees, costs and expenses incurred in
          connection with any Proceeding (as defined below), including, without
          limitation, attorneys' fees, disbursements and retainers (including,
          without limitation, any such fees, disbursements and retainers
          incurred by Indemnitee pursuant to Sections 10 and 11(c) of this
          Agreement), fees and disbursements of expert witnesses, private
          investigators and professional advisors (including, without
          limitation, accountants and investment bankers), court costs,
          transcript costs, fees of experts, travel expenses, duplicating,
          printing and binding costs, telephone and fax transmission charges,
          postage, delivery services, secretarial services, and other
          disbursements and expenses.

          (d) "Indemnifiable Expenses," "Indemnifiable Liabilities" and
          "Indemnifiable Amounts" shall have the meanings ascribed to those
          terms in Section 3(a) below.

          (e) "Liabilities" shall mean judgments, damages, liabilities, losses,
          penalties, excise taxes, fines and amounts paid in settlement.

          (f) "Proceeding" shall mean any threatened, pending or completed
          claim, action, suit, arbitration, alternate dispute resolution
          process, investigation, administrative hearing, appeal, or any other
          proceeding, whether civil, criminal, administrative, arbitrative or
          investigative, whether formal or informal, including a proceeding
          initiated by Indemnitee pursuant to Section 10 of this Agreement to
          enforce Indemnitee's rights hereunder.

          (g) "Subsidiary" shall mean any corporation, partnership, limited
          liability Company, joint venture, trust or other Entity of which the
          Company owns (either directly or through or together with another
          Subsidiary of the Company) either (i) a general partner, managing
          member or other similar interest or (ii) (A) 50% or more of the
          voting power of the voting capital equity interests of such
          corporation, partnership, limited liability company, joint venture or
          other Entity, or (B) 50% or more of the outstanding voting capital
          stock or other voting equity interests of such corporation,
          partnership, limited liability company, joint venture or other Entity.

    2.    Services of Indemnitee. In consideration of the Company's covenants
and commitments hereunder, Indemnitee agrees to serve or continue to serve as an
officer and/or director of the Company. However, this Agreement shall not impose
any obligation on

                                       2
<PAGE>

Indemnitee or the Company to continue Indemnitee's service to the Company beyond
any period otherwise required by law or by other agreements or commitments of
the parties, if any.

    3.    Agreement to Indemnify. The Company agrees to indenmify Indemnitee as
follows:

          (a) Subject to the exceptions contained in Section 4(a) below, if
          Indemnitee was or is a party or is threatened to be made a party to
          any Proceeding (other than an action by or in the right of the
          Company) by reason of Indemnitee's Corporate Status, Indemnitee shall
          be indemnified by the Company against all Expenses and Liabilities
          incurred or paid by Indemnitee in connection with such Proceeding
          (referred to herein as "Indemnifiable Expenses" and "Indemnifiable
          Liabilities," respectively, and collectively as "Indemnifiable
          Amounts").

          (b) Subject to the exceptions contained in Section 4(b) below, if
          Indemnitee was or is a party or is threatened to be made a party to
          any Proceeding by or in the right of the Company to procure a judgment
          in its favor by reason of Indemnitee's Corporate Status, Indemnitee
          shall be indemnified by the Company against all Indemniflable
          Expenses.

    4.    Exceptions to Indemnification. Indemnitee shall be entitled to
indemnification under Sections 3(a) and 3(b) above in all circumstances other
than the following:

          (a) If indemnification is requested under Section 3(a) and it has been
          adjudicated finally by a court of competent jurisdiction that, in
          connection with the subject of the Proceeding out of which the claim
          for indemnification has arisen, Indemnitee failed to act (i) in good
          faith and (ii) in a manner Indemnitee reasonably believed to be in or
          not opposed to the best interests of the Company, or, with respect to
          any criminal action or proceeding, Indemnitee had reasonable cause to
          believe that Indemnitee's conduct was unlawful, Indemnitee shall not
          be entitled to payment of Indemnifiable Amounts hereunder.

          (b) If indemnification is requested under Section 3(b) and

                    (i)  it has been adjudicated finally by a court of competent
                    jurisdiction that, in connection with the subject of the
                    Proceeding out of which the claim for indemnification has
                    arisen, Indemnitee failed to act (A) in good faith and (B)
                    in a manner Indemnitee reasonably believed to be in or not
                    opposed to the best interests of the Company, Indemnitee
                    shall not be entitled to payment of Indemnifiable Expenses
                    hereunder; or

                    (ii) it has been adjudicated finally by a court of competent
                    jurisdiction that Indemnitee is liable to the Company with
                    respect

                                       3
<PAGE>

                    to any claim, issue or matter involved in the Proceeding out
                    of which the claim for indemnification has arisen,
                    including, without limitation, a claim that Indemnitee
                    received an improper personal benefit, no Indemnifiable
                    Expenses shall be paid with respect to such claim, issue or
                    matter unless the Court of Chancery or another court in
                    which such Proceeding was brought shall determine upon
                    application that, despite the adjudication of liability, but
                    in view of all the circumstances of the case, Indemnitee is
                    fairly and reasonably entitled to indemnity for such
                    Indemnifiable Expenses which such court shall deem proper.

    5.  Procedure for Payment of Indemnifiable Amounts. Indemnitee shall submit
to the Company a written request specifying the Indemnifiable Amounts for which
Indemnitee seeks payment under Section 3 of this Agreement and a short
description of the basis for the claim. The Company shall pay such Indemnifiable
Amounts to Indemnitee within twenty (20) calendar days of receipt of the
request. At the request of the Company, Indemnitee shall furnish such
documentation and information as are reasonably available to Indemnitee and
necessary to establish that Indemnitee is entitled to indemnification hereunder.

    6.  Indemnification for Expenses of a Party Who is Wholly or Partly
Successful. Notwithstanding any other provision of this Agreement, and without
limiting any such provision, to the extent that Indemnitee is, by reason of
Indemnitee's Corporate Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, Indemnitee shall be indemnified against all
Expenses reasonably incurred by Indemnitee or on Indemnitee's behalf in
connection therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee against all Expenses reasonably incurred by Indemnitee or on
Indemnitee's behalf in connection with each successfully resolved claim, issue
or matter. For purposes of this Agreement, the termination of any claim, issue
or matter in such a Proceeding by dismissal, with or without prejudice, shall be
deemed to be a successful result as to such claim, issue or matter.

    7.  Effect of Certain Resolutions. Neither the settlement or termination of
any Proceeding nor the failure of the Company to award indemnification or to
determine that indemnification is payable shall create an adverse presumption
that Indemnitee is not entitled to indemnification hereunder. In addition, the
termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent shall not create a presumption
that Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company
or, with respect to any criminal action or proceeding, had reasonable cause to
believe that Indemnitee's action was unlawful.

    8.  Agreement to Advance Expenses; Conditions. The Company shall pay to
Indemnitee all Indemnifiable Expenses incurred by Indemnitee in connection with
any

                                       4
<PAGE>

Proceeding, including a Proceeding by or in the right of the Company, in advance
of the final disposition of such Proceeding. To the extent required by Delaware
law, Indemnitee hereby undertakes to repay the amount of Indemnifiable Expenses
paid to Indemnitee if it is finally determined by a court of competent
jurisdiction that Indemnitee is not entitled under this Agreement to
indemnification with respect to such Expenses. This undertaking is an unlimited
general obligation of Indemnitee.

    9.  Procedure for Advance Payment of Expenses. Indemnitee shall submit to
the Company a written request specifying the Indemnifiable Expenses for which
Indemnitee seeks an advancement under Section 8 of this Agreement, together with
documentation evidencing that Indemnitee has incurred such Indemnifiable
Expenses. Payment of Indeninifiable Expenses under Section 8 shall be made no
later than twenty (20) calendar days after the Company's receipt of such
request.

    10.  Remedies of Indemnitee.

          (a) Right to Petition Court. In the event that Indemnitee makes a
          request for payment of Indemnifiable Amounts under Sections 3 and 5
          above or a request for an advancement of Indemnifiable Expenses
          under Sections 8 and 9 above and the Company fails to make such
          payment or advancement in a timely manner pursuant to the terms of
          this Agreement, Indemnitee may petition the Court of Chancery to
          enforce the Company's obligations under this Agreement.

          (b) Burden of Proof. In any judicial proceeding brought under Section
          10(a) above, the Company shall have the burden of proving that
          Indemnitee is not entitled to payment of Indemnifiable Amounts
          hereunder.

          (c) Expenses. The Company agrees to reimburse Indemnitee in full for
          any Expenses incurred by Indemnitee in connection with investigating,
          preparing for, litigating, defending or settling any action brought by
          Indemnitee under Section 10(a) above, or in connection with any claim
          or counterclaim brought by the Company in connection therewith.

          (d) Validity of Agreement. The Company shall be precluded from
          asserting in any Proceeding, including, without limitation, an action
          under Section 10(a) above, that the provisions of this Agreement are
          not valid, binding and enforceable or that there is insufficient
          consideration for this Agreement and shall stipulate in court that the
          Company is bound by all the provisions of this Agreement.

          (e) Failure to Act Not a Defense. The failure of the Company
          (including its Board of Directors or any committee thereof,
          independent legal counsel, or stockholders) to make a determination
          concerning the permissibility of the payment of Indemnifiable Amounts
          or the advancement of Indemnifiable

                                       5
<PAGE>

       Expenses under this Agreement shall not be a defense in any action
       brought under Section 10(a) above, and shall not create a presumption
       that such payment or advancement is not permissible.

 11.   Defense of the Underlying Proceeding.

       (a) Notice by Indemnitee. Indemnitee agrees to notify the Company
       promptly upon being served with any summons, citation, subpoena,
       complaint, indictment, information, or other document relating to any
       Proceeding which may result in the payment of Indemnifiable Amounts or
       the advancement of Indemnifiable Expenses hereunder; provided, however,
       that the failure to give any such notice shall not disqualify Indemnitee
       from the right to receive payments of Indemnifiable Amounts or
       advancements of Indemnifiable Expenses unless the Company's ability to
       defend in such Proceeding is materially and adversely prejudiced thereby.

       (b) Defense by Company. Subject to the provisions of the last sentence of
       this Section 11(b) and of Section 11(c) below, the Company shall have
       the right to defend Indemnitee in any Proceeding which may give rise to
       the payment of Indemnifiable Amounts hereunder; provided, however that
       the Company shall notify Indemnitee of any such decision to defend within
       ten (10) days of receipt of notice of any such Proceeding under Section
       11(a) above. The Company shall not, without the prior written consent of
       Indemnitee, consent to the entry of any judgment against Indemnitee or
       enter into any settlement or compromise which (i) includes an admission
       of fault of Indemnitee or (ii) does not include, as an unconditional term
       thereof, the full release of Indemnitee from all liability in respect of
       such Proceeding, which release shall be in form and substance reasonably
       satisfactory to Indemnitee. This Section 11(b) shall not apply to a
       Proceeding brought by Indemnitee under Section 10(a) above or pursuant to
       Section 19 below.

       (c) Indemnitee's Right to Counsel. Notwithstanding the provisions of
       Section 11(b) above, if in a Proceeding to which Indemnitee is a party
       by reason of Indemnitee's Corporate Status, Indemnitee reasonably
       concludes that it may have separate defenses or counterclaims to assert
       with respect to any issue which may not be consistent with the position
       of other defendants in such Proceeding, or if the Company fails to assume
       the defense of such proceeding in a timely manner, Indemnitee shall be
       entitled to be represented by separate legal counsel of Indemnitee's
       choice at the expense of the Company. In addition, if the Company fails
       to comply with any of its obligations under this Agreement or in the
       event that the Company or any other person takes any action to declare
       this Agreement void or unenforceable, or institutes any action, suit or
       proceeding to deny or to recover from Indemnitee the benefits intended to
       be provided to Indemnitee hereunder, Indemnitee shall have the right to
       retain counsel of

                                       6
<PAGE>

          Indemnitee's choice, at the expense of the Company, to represent
          Indemnitee in connection with any such matter.

    12.   Representations and Warranties of the Company. The Company hereby
represents and warrants to Indemnitee as follows:

          (a) Authority. The Company has all necessary power and authority to
          enter into, and be bound by the terms of, this Agreement, and the
          execution, delivery and performance of the undertakings contemplated
          by this Agreement have been duly authorized by the Company.

          (b) Enforceability. This Agreement, when executed and delivered by the
          Company in accordance with the provisions hereof, shall be a legal,
          valid and binding obligation of the Company, enforceable against the
          Company in accordance with its terms, except as such enforceability
          may be limited by applicable bankruptcy, insolvency, moratorium,
          reorganization or similar laws affecting the enforcement of creditors'
          rights generally.

    13.   Insurance. The Company shall, from time to time, make the good faith
determination whether or not it is practicable for the Company to obtain and
maintain a policy or policies of insurance with a reputable insurance Company
providing the Indemnitee with coverage for losses from wrongful acts, and to
ensure the Company's performance of its indemnification obligations under this
Agreement. Among other considerations, the Company will weigh the costs of
obtaining such insurance coverage against the protection afforded by such
coverage. In all policies of director and officer liability insurance,
Indemnitee shall be named as an insured in such a manner as to provide
Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company's officers and directors. Notwithstanding the foregoing,
the Company shall have no obligation to obtain or maintain such insurance if the
Company determines in good faith that such insurance is not reasonably
available, if the premium costs for such insurance are disproportionate to the
amount of coverage provided, or if the coverage provided by such insurance is
limited by exclusions so as to provide an insufficient benefit. The Company
shall promptly notify Indemnitee of any good faith determination not to provide
such coverage.

    14.  Contract Rights Not Exclusive. The rights to payment of Indemnifiable
Amounts and advancement of Indemnifiable Expenses provided by this Agreement
shall be in addition to, but not exclusive of, any other rights which Indemnitee
may have at any time under applicable law, the Company's by-laws or certificate
of incorporation, or any other agreement, vote of stockholders or directors (or
a committee of directors), or otherwise, both as to action in Indemnitee's
official capacity and as to action in any other capacity as a result of
Indemnitee's serving as an officer and/or director of the Company.

    15.  Successors. This Agreement shall be (a) binding upon all successors and
assigns of the Company (including any transferee of all or a substantial portion
of the business,

                                       7
<PAGE>

 stock and/or assets of the Company and any direct or indirect successor by
 merger or consolidation or otherwise by operation of law) and (b) binding on
 and shall inure to the benefit of the heirs, personal representatives,
 executors and administrators of Indemnitee. This Agreement shall continue for
 the benefit of Indemnitee and such heirs, personal representatives, executors
 and administrators after Indemnitee has ceased to have Corporate Status.

       16.  Subrogation. In the event of any payment of Indemnifiable Amounts
 under this Agreement, the Company shall be subrogated to the extent of such
 payment to all of the rights of contribution or recovery of Indemnitee against
 other persons, and Indemnitee shall take, at the request of the Company, all
 reasonable action necessary to secure such rights, including the execution of
 such documents as are necessary to enable the Company to bring suit to enforce
 such rights.

       17.  Change in Law. To the extent that a change in Delaware law (whether
 by statute or judicial decision) shall permit broader indemnification or
 advancement of expenses than is provided under the terms of the by-laws of the
 Company and this Agreement, Indemnitee shall be entitled to such broader
 indemnification and advancements, and this Agreement shall be deemed to be
 amended to such extent.

       18.  Severability. Whenever possible, each provision of this Agreement
 shall be interpreted in such a manner as to be effective and valid under
 applicable law, but if any provision of this Agreement, or any clause thereof,
 shall be determined by a court of competent jurisdiction to be illegal, invalid
 or unenforceable, in whole or in part, such provision or clause shall be
 limited or modified in its application to the minimum extent necessary to make
 such provision or clause valid, legal and enforceable, and the remaining
 provisions and clauses of this Agreement shall remain fully enforceable and
 binding on the parties.

       19. Indemnitee as Plaintiff. Except as provided in Section 10(c) of this
 Agreement and in the next sentence, Indemnitee shall not be entitled to payment
 of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect
 to any Proceeding brought by Indemnitee against the Company, any Entity which
 it (or either of Patriot or Wyndham) controls, any director or officer thereof,
 or any third party, unless the Company has consented to the initiation of such
 Proceeding. This Section shall not apply to counterclaims or affirmative
 defenses asserted by Indemnitee in an action brought against Indemnitee.

       20.  Modifications and Waiver. Except as provided in Section 17 above
 with respect to changes in Delaware law which broaden the right of Indemnitee
 to be indemnified by the Company, no supplement, modification or amendment of
 this Agreement shall be binding unless executed in writing by each of the
 parties hereto. No waiver of any of the provisions of this Agreement shall be
 deemed or shall constitute a waiver of any other provisions of this Agreement
 (whether or not similar), nor shall such waiver constitute a continuing waiver.

                                       8
<PAGE>

    21.  General Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (a) when delivered by hand, (b) when transmitted by facsimile and
receipt is acknowledged, or (c) if mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which it is so
mailed:

          (i)   If to Indemnitee, to:

                At his home address as shown
                in the Company's personnel records;

          (ii)  If to the Company, to:

                Wyndham International, Inc.
                1950 Stemmons Freeway
                Suite 6001
                Dallas, TX 75207
                Attention:  Chief Financial Officer and Legal Department

or to such other address as may have been furnished in the same manner by any
party to the others.

    22.  Governing Law. This Agreement shall be governed by and construed and
enforced under the laws of Delaware without giving effect to the provisions
thereof relating to conflicts of law.

    23.  Consent to Jurisdiction. The Company hereby irrevocably and
unconditionally consents to the jurisdiction of the courts of the State of
Delaware and the United States District Court for the District of Delaware. The
Company hereby irrevocably and unconditionally waives any objection to the
laying of venue of any Proceeding arising out of or relating to this Agreement
in the courts of the State of Delaware or the United States District Court for
the District of Delaware, and hereby irrevocably and unconditionally waives and
agrees not to plead or claim that any such Proceeding brought in any such court
has been brought in an inconvenient forum.

                                 [END OF TEXT]



                                       9
<PAGE>

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.


                              WYNDHAM INTERNATIONAL, INC.

                              By: ______________________________
                                  Its:

                              INDEMNITEE

                              __________________________________
                              JAMES D. CARREKER


                                      10
<PAGE>

                                   Exhibit B
                                   ---------

                          WYNDHAM INTERNATIONAL, INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT

        Dated as of August 20, 1999, but effective as of April 19, 1999

    Wyndham International, Inc., a corporation organized under the laws of
Delaware (the "Company"), hereby grants to James D. Carreker, an Employee of the
Company (the "Optionee"), as of August 20, 1999 but effective as of April 19,
1999 (the "Date of Grant"), a non-qualified option (the "Option") to purchase
from the Company 1,300,000.00 shares of its Class A Common Stock (the "Shares"),
at the price of $5.00 per Share, subject to the terms and conditions set forth
below. Such grant is pursuant to the Wyndham International, Inc. 1997 Incentive
Plan (the "Plan") and is made as an inducement to Optionee to enter into the
Employment Agreement between Optionee and the Company of even date herewith (the
"Employment Agreement").

1.  Option Subject to Acceptance of Optionee Agreement and Employment Agreement.
    The Option may not be exercised unless the Optionee accepts this Option
    Agreement and the Employment Agreement by executing both the Option
    Agreement and the Employment Agreement and returning such original execution
    copies to the Company.

2.  Time and Manner of Exercise of Option.

    a.    Maximum Term of Option. The Expiration Date of this Option is the date
          that is ten years from the Date of Grant. This Optionee may not be
          exercised on or after the Expiration Date.

    b.    Vesting Schedule. No portion of this Option may be exercised until
          such portion shall have vested. Except as set forth in Section 3 of
          this Agreement, this Option shall be vested and exercisable with
          respect to the following number of Shares on the dates indicated below
          provided that Optionee remains employed by the Company on such dates:


                             Vesting Schedule
       ----------------------------------------------------------------
            Number of                              Vesting Date
       Shares Exercisable
       ----------------------------------------------------------------
       260,000.00 (20%)                   1 year after Date of Grant
       ----------------------------------------------------------------
       260,000.00 (20%)                   2 years after Date of Grant
       ----------------------------------------------------------------
       260,000.00 (20%)                   3 years after Date of Grant
       ----------------------------------------------------------------
       260,000.00 (20%)                   4 years after Date of Grant
       ----------------------------------------------------------------
       260,000.00 (20%)                   5 years after Date of Grant
       ----------------------------------------------------------------

                                       1
<PAGE>

          In the event of a Change in Control of the Company (as defined in the
          Employment Agreement), the vesting date for any unvested portions
          of the Option shall be accelerated by two years. In the event of a
          Change in Control of the Company (as defined in the Employment
          Agreement), if within 18 months after such Change in Control the
          Optionee's employment with the Company is terminated by the Company
          without Cause (as defined in the Employment Agreement) or for Good
          Reason (as defined in the Employment Agreement), any unvested portions
          of this Option shall fully vest and become exercisable.

          A partial exercise of this Option shall not affect Optionee's right to
          exercise this Option with respect to the remaining Shares.

     c.   Method of Exercise of Option. Subject to limitations set forth in this
          Agreement, the Option may be exercised by the Optionee (1) by giving
          written notice to the Company specifying the number of whole Shares to
          be purchased and accompanied by payment of the Option price in full
          (or arrangement made for such payment to the Company's satisfaction)
          either (i) in cash or cash equivalents acceptable to the Committee,
          (ii) in previously owned Shares (which the Optionee has held for at
          least six months prior to the delivery of such Shares or which the
          Optionee purchased on the open market and for which the Optionee has
          good title, free and clear of all liens and encumbrances) having a
          Fair Market Value, determined as of the date of exercise, equal to the
          aggregate purchase price payable pursuant to the Option by reason of
          such exercise, (iii) in cash or a check payable and acceptable to the
          Company by a broker-dealer acceptable to the Company to whom the
          Optionee has submitted an irrevocable notice of exercise or (iv) a
          combination of two or more of the foregoing, and (2) by executing such
          documents as the Company may reasonable request. Any fraction of a
          Share which would be required to pay such purchase price shall be
          disregarded and the remaining amount due shall be paid in cash by the
          Optionee.

          The delivery of certificates representing the Shares subject to the
          Option will be contingent upon the Company's receipt from Optionee of
          (1) full payment of the Option price, as set forth above, and (2) any
          agreement, statement or other evidence that the Company may require to
          satisfy itself that the issuance of Shares to be purchased pursuant to
          the exercise of the Option and the subsequent resale of Shares will be
          in compliance with applicable laws and regulations.

     d.   Piggyback Registration Rights. At any time after the date hereof, if
          the Company determines that it will file a registration statement
          under the Securities Act of 1933, as amended (the "1933 Act") (other
          than a registration statement on a Form S-4 or S-8 or filed in
          connection with an exchange offer, an offering of securities solely to
          the Company's existing stockholders or a rights offering by the
          Company) on any form that would also permit the registration of the
          Shares acquired pursuant to the exercise of the Option, to the extent
          certificates are delivered therefor pursuant to Section 5(b) hereof,
          which the number of such shares shall be measured as of the date such
          registration statement is initially filed

                                       2
<PAGE>

          with the Securities and Exchange Commission (the "Registrable Stock"),
          and such filing is to be on the Company's behalf and/or on behalf of
          selling holders of its securities for the general registration of its
          Class A Common Stock to be sold for cash, at such time the Company
          will within thirty (30) days of such determination give the
          Participant written notice of such determination setting forth the
          date on which the Company proposes to file such registration
          statement, which date will be no earlier than thirty (30) days from
          the date of such notice, and advising the Participant of his right to
          have Registrable Stock included in such registration. Upon the written
          request of the Participant received by the Company no later than
          fifteen (15) days after the date of the Company's notice, the Company
          will use its best efforts to cause to be registered under the 1933 Act
          all of the Registrable Stock that the Participant has so requested to
          be registered. If, in the opinion of the managing underwriter or
          underwriters (or, in the case of a non-underwritten offering, in the
          opinion of the Company), the total amount of such securities to be so
          registered, including such Registrable Stock, will exceed the maximum
          amount of the Company's securities that can be marketed (i) at a price
          reasonably related to the then current market value of such
          securities, or (ii) without otherwise materially and adversely
          affecting the entire offering, then the Registrable Stock shall not be
          included in such registration.

3.  Exercise After Termination of Employment. If the Optionee's employment by
    the Company or an Affiliate is terminated, the period within which to
    exercise the Option may be subject to earlier termination as set forth
    below. The Board's determination of the reason for termination of the
    Optionee's employment shall be conclusive and binding on the Optionee and
    his or her legal representatives or legatees. Any transfer of employment
    from the Company to any Affiliate of the Company shall not be deemed to be a
    termination of employment for purposes of this Agreement.

    a.   Termination Due to Death. If the Optionee's employment terminates by
         reason of death, the Option held by the Optionee shall vest and become
         exercisable in accordance with the Vesting Schedule as set forth in
         Section 2(b), plus an additional number of Shares that would have
         vested on the next vesting anniversary date. The Optionee's legal
         representative or legatee may exercise the Option, to the extent
         exercisable in accordance with this Section 3(a), for a period of 360
         days from the date of death or until the Expiration Date, if earlier.
         Any portion of the Option that is not exercisable at the time of death
         shall terminate immediately and be of no further force or effect.

     b.  Termination Due to Disability. If the Optionee's employment terminates
         by reason of incapacity due to physical or mental illness which
         resulted in his or her absence from his or her duties with the Company
         on a full-time basis for 180 calendar days in the aggregate in any 12-
         month period, the Option held by the Optionee shall vest and become
         exercisable in accordance with the Vesting Schedule as set forth in
         Section 2(b), plus an additional number of Shares that would have
         vested on the next vesting anniversary date. The Optionee may exercise
         the Option, to the extent exercisable in accordance with this Section
         3(b),

                                       3
<PAGE>

          for a period of 360 days from the date of termination of employment or
          until the Expiration Date, if earlier. Any portion of the Option that
          is not exercisable upon termination of employment shall terminate
          immediately and be of no further force or effect.

    c.    Termination for Cause. If the Optionee's employment is terminated for
          Cause (as defined in the Employment Agreement), the Option held by the
          Optionee shall terminate immediately and be of no further force and
          effect.

    d.    Termination without Cause or for Good Reason. If the Optionee's
          employment is terminated by the Company without Cause (as defined in
          the Employment Agreement) or the Optionee resigns from the Company for
          Good Reason (as defined in the Employment Agreement), the Option held
          by the Optionee shall continue to vest and become exercisable in
          accordance with the Vesting Schedule as set forth in Section 2(b) for
          an additional 36 months. The Optionee may exercise the Option, to the
          extent exercisable in accordance with this Section 3(d), for a period
          of 360 days after the end of the 36-month period or until the
          Expiration Date, if earlier. Any portion of the Option that is not
          exercisable at the end of 36 months following termination of
          employment shall terminate immediately and be of no further force or
          effect.

          Notwithstanding the foregoing, if Optionee breaches any of the
          provisions contained in Paragraph 5 or 6 of the Employment Agreement,
          (i) any portion of the Option that vested or will vest by virtue of
          this Section 3(d) shall immediately terminate and be of no force and
          effect, and (ii) to the extent any portion of the Option that vested
          by virtue of this Section 3(d) has been exercised, Optionee shall be
          required to disgorge to the Company the difference between the fair
          market value per Share on the date of exercise and the Option price
          per Share, multiplied by the number of Shares acquired by Optionee.

    e.    Other Termination. If the Optionee's employment terminates for any
          reason not covered in Subsections (a), (b), (c) or (d) of this Section
          3, the Option held by the Optionee may be exercised, to the extent
          exercisable on the date of termination pursuant to the applicable
          vesting schedule in Section 2(b), for a period of three (3) months
          from the date of termination or until the Expiration Date, if earlier.
          Any portion of the Option that is not exercisable at such time shall
          terminate immediately and be of no further force or effect.

4.  Incorporation of the Plan. Notwithstanding anything herein to the contrary,
    this Option shall be subject to and governed by all the terms and conditions
    of the Plan. Capitalized terms in this Agreement shall have the meaning
    specified in the Plan, unless a different meaning is specified herein. All
    references herein to the Plan shall mean the Plan in effect as of the date
    hereof. In the event of any conflict between the provisions in the Plan and
    the provisions in this Agreement, the provisions ofthe Plan shall govern.

5.  Additional Terms and Conditions of Option.

                                       4
<PAGE>

a.   Transferability of Option. To the extent permitted by the Plan from time to
     time, the Option in this Agreement may be transferred by Executive to his
     children, grandchildren, spouse, one or more trusts for the benefit of such
     family members or Executive, or a partnership in which such family members
     are the only partners, provided, however, that (1) Executive may not
     receive any consideration for the transfer, and (2) the holder(s) of the
     transferred Option shall be bound by the same terms and conditions that
     governed the Option during the period that it was held by Executive.
     Otherwise, this Agreement (1) is personal to the Optionee, is non-
     assignable and is not transferable in any manner, by operation of law or
     otherwise, other than by will or the laws of descent and distribution, and
     (2) is exercisable, during the Optionee's lifetime, only by the Optionee,
     and thereafter only by the optionee's legal representative or legatee.

 b.   Delivery of Certificates. Upon the exercise of the Option, in whole or in
      part, the Company shall deliver or cause to be delivered one or more
      certificates representing the number of Shares purchased against full
      payment therefor. The Company shall pay all original issue or transfer
      taxes and all fees and expenses incident to such delivery.

 c.   Option Confers No Rights as Stockholder. The Optionee shall not be
      entitled to any privileges of owners with respect to Shares subject to the
      Option unless and until purchased and delivered upon the exercise of the
      Option, in whole or in part, and the Optionee becomes a stockholder of
      record with respect to such delivered Shares; and the Optionee shall not
      be considered a stockholder of the Company with respect to any such Shares
      not so purchased and delivered.

 d.   Decisions of Committee. The Committee shall have the right to resolve all
      questions which may arise in connection with the Option or its exercise.
      Any interpretation, determination or other action made or taken by the
      Committee regarding this Agreement shall be final, binding and conclusive.

 e.   Reservation of Shares. The Company shall at all times prior to the
      expiration or termination of the Option reserve or cause to reserved and
      keep or cause to be kept available, either in its treasury or out of its
      authorized but unissued shares of common stock, the full number of shares
      of common stock of the Company subject to the Option from time to time.

 f.   Change in Capital Structure. The terms of this Option shall be adjusted as
      the Committee determines is equitably required in the event the Company
      effects one or more stock dividends, stock split-ups, subdivisions or
      consolidations of shares or other similar changes in capitalization.

 g.   Fractional Shares. Fractional shares shall not be issuable hereunder, and
      when any provision hereof may entitle Optionee to a fractional share such
      fraction shall be disregarded.

                                       5
<PAGE>

6.  Tax Withholding. The Optionee shall, not later than the date as of which the
    exercise of this Option becomes a taxable event for Federal income tax
    purposes, pay to the Company or make arrangements satisfactory to the
    Committee for payment of any Federal, state, and local taxes required by law
    to be withheld on account of such taxable event. Subject to the approval
    of the Committee, the Optionee may elect to have such tax withholding
    obligation satisfied, in whole or in part, by (i) authorizing the Company to
    withhold from Shares to be issued, or (ii) transferring to the Company a
    number of previously owned whole Shares (which the Optionee has held for at
    least six months prior to the delivery of such Shares or which the Optionee
    purchased on the open market and for which the Optionee has good title, free
    and clear of all liens and encumbrances) having an aggregate Fair Market
    Value, determined as of the date of exercise, that would satisfy the
    withholding amount due.

7.  Miscellaneous Provisions.

    a.    Designation as Non-qualified Stock Option. The Option is hereby
          designated as not constituting an "incentive stock option" within the
          meaning of section 422 of the Code. This Agreement shall be
          interpreted and treated consistently with such designation.

    b.    Successors. This Agreement shall be binding upon and inure to the
          benefit of any successor or successors of the Company and any person
          or persons who shall, upon the death of the Optionee, acquire any
          rights hereunder in accordance with this Agreement or the Plan.

    c.    Notices. All notices, requests or other communications provided for in
          this Agreement shall be made, if to the Company, to the Secretary of
          the Company at the Company's principal executive office, and if to the
          Optionee, to his or her address on the books ofthe Company (or to such
          other address as the Company or the Optionee may give to the other for
          purposes ofnotice hereunder).

          All notices, requests or other communications provided for in this
          Agreement shall be made in writing either (a) by personal delivery to
          the party entitled thereto, (b) facsimile with confirmation of
          receipt, (c) by mailing in the United States mail to the last known
          address of the party entitled thereto or (d) by express courier
          service. The notice, request or other communication shall be deemed to
          be received upon personal delivery, upon confirmation of receipt of
          facsimile transmission or upon receipt by the party entitled thereto
          if by United States mail or express courier service; provided,
          however, that if a notice, request or other communication is not
          received during regular business hours, it shall be deemed to be
          received on the next succeeding business day of the Company.

     d.   Governing Law. This Agreement and all determinations made and actions
          taken pursuant hereto and thereto, to the extent not governed by the
          laws of the United

                                       6
<PAGE>

          States, shall be governed by the laws of the State of Delaware and
          construed in accordance therewith without giving effect to principles
          of conflicts of laws.

     e.   Counterparts. This Agreement may be executed in two counterparts, each
          of which shall be deemed an original and both of which together shall
          constitute one and the same instrument.

     f.   Further Assurances. The Company and the Optionee shall execute and
          deliver such further instruments and take such additional action as
          each party may reasonably request to effect, consummate, confirm or
          evidence the grant of the Option to the Optionee, and they shall each
          execute such documents as may be reasonably necessary to assist each
          other in preserving or perfecting their respective rights in the
          Option.

     g.   No Right to Continued Employment. This Agreement does not confer upon
          Optionee any right to continue in the employ of the Company or an
          Affiliate, nor shall it interfere in any way with the right of the
          Company or an Affiliate to terminate such employment at any time.


                                   WYNDHAM INTERNATIONAL, INC.

                                   By: /s/ CARLA S. MORELAND
                                      ------------------------------------

                                   Title:
                                         ---------------------------------



Accepted this 20 day of August, 1999.



/s/ JAMES D. CARREKER
---------------------------------
James D. Carreker
"Optionee"


                                       7
<PAGE>

                                   Exhibit C
                                   ---------


                                PROMISSORY NOTE

                                 Dallas, Texas
$4,904,573                                                        March 20, 1996

     FOR VALUE RECEIVED, JAMES D. CARREKER (referred to herein as the "Maker"),
promises to pay to WYNDHAM FINANCE LIMITED PARTNERSHIP, a Texas limited
partnership (referred to herein as the "Payee"), or its assigns, the sum of FOUR
MILLION NINE HUNDRED FOUR THOUSAND FIVE HUNDRED SEVENTY-THREE DOLLARS AND NO
CENTS ($4,904,573.00), together with interest on the unpaid principal balance as
set forth below.

     1.   Certain Definitions. The following terms, when used in this Note,
shall have the meanings assigned to them below:

          (a) Collateral. The term "Collateral" shall mean (i) shares or the
     common stock, $.01 par value, of Wyndham Corporation (the "Shares"), the
     number of which shall be determined as of the IPO Date and shall be
     adjusted as of each December 31 thereafter and (x) as of the IPO Date,
     shall be a number (rounded to the nearest whole Share) equal to the total
     of the unpaid principal balance and accrued interest on this Note on the
     IPO Date, divided by the price per Share to the public in the IPO and (y)
     as of each December 31 after the IPO Date, shall be a number (rounded to
     the nearest whole Share) equal to the total of the unpaid principal balance
     and accrued interest on this Note on such December 31, divided by the
     Market Value of a Share as of such December 31; and (ii) all dividends
     distributions and payments in respect of the Shares ("Proceeds").

          (b) Fixed Rate The term "Fixed Rate" means the rate of six percent
     (6%) per annum, compounded annually.

          (c) Foundation Agreement. The term "Foundation Agreement" means that
     certain Amended and Restated Foundation Agreement Relating to the Business
     of Trammel Crow Company effective as of January 1, 1987.

          (d) Market Value. The term "Market Value", when used with reference to
     Shares as of any date, shall mean the average of the closing sale prices
     for a Share, on the principal national securities exchange on which the
     Shares are listed, for each trading day during the 90-day period
     immediately preceding the date in question.

          (e) Maximum Rate. The term "Maximum Rate" shall mean, on any day, the
     highest nonusurious rate of interest (if any) permitted by applicable law
     on such day. For purposes of Tex. Rev. Civ. Stat. Ann. Art. 50-1.04(b), as
     it may from time to time be amended, the "applicable rate ceiling" shall be
     the "indicated rate" ceiling from time to time in effect as
<PAGE>

     limited by Art. 5069-1.04(b); provided, however, that to the extent
     permitted by applicable law, Payee reserves the right to change the
     "applicable rate ceiling" from time to time by further notice and
     disclosure to Maker; and, provided further, that the "highest nonusurious
     rate of interest permitted by applicable law" for purposes of this Note
     shall not be limited to the applicable rate ceiling under Art. 5069-1.04 if
     federal laws or other state laws now or hereafter in effect and applicable
     to this Note (and the interest contracted for, charged and collected
     hereunder) shall permit a higher rate of interest.

          (f) Negative DAB. The term "Negative DAB" means a negative Divisional
     Account Balance (as such term is defined in and determined in accordance
     with the terms of the Foundation Agreement).

          (g) The term "IPO" means the proposed initial public offering of
     Shares by Wyndham Corporation.

          (h) IPO Date. The term "IPO Date" means the date on which the IPO is
     consummated.

          (i) Wyndham Corporation. The term "Wyndham Corporation" means
     Wyndham Hotel Corporation, a Delaware corporation.

     2.   Interest Rate. The unpaid principal balance from the date hereof
until maturity shall bear interest at a rate per annum equal to the lesser of
the Fixed Rate or the Maximum Rate. Interest on the unpaid principal balance
hereof shall be calculated at a daily rate equal to 1/365th of the rate per
annum herein provided, and shall be charged and collected on the actual number
of days elapsed. After maturity, unpaid principal and, to the extent permitted
by law, interest on this Note shall bear interest at a rate equal to the lesser
of four (4) percentage points over the Fixed Rate, or the Maximum Rate.

     3.   Payment of Principal and Interest. The entire principal balance and
accrued interest on this Note shall become due and payable on the fifth
anniversary of the date of this Note.

     4.   Mandatory Prepayment. Prior to maturity, all Proceeds to which Maker
is entitled in respect of the Shares shall be applied, at the time Maker is
entitled to receive such Proceeds, to payment of this Note, with such payments
to be applied first to accrued interest and then to the outstanding principal
balance of this Note. By execution of this Note, Maker hereby irrevocably
authorizes and hereby grants to Payee a special power of attorney irrevocably
making, constituting and appointing Payee, with unrestricted power of
substitution and resubstitution, as the attorney-in-fact for Maker, with power
and authority to apply the payments referred to in this Paragraph in accordance
with the provisions hereof and to execute, acknowledge and deliver any and all
such document and instruments as may be necessary or

                                      -2-
<PAGE>

appropriate to carry out the provisions of this Paragraph 4.

     5.   Events of Default. (a) The occurrence of any one or more of the
following events shall be deemed an event of default hereunder ("Event of
Default"):

          (i)   The failure of Maker to make any payment on this Note when the
     same becomes due and payable and such failure continues for ten (10) days
     after notice of such failure to pay is received by Maker from Payee; or

          (ii)  Maker shall commence any case, proceeding or other action
     seeking reorganization, arrangement or adjustment of its debts under any
     bankruptcy, insolvency or reorganization law, or seek the appointment of a
     receiver, trustee or custodian for Maker or for all of its property; or

          (iii) Any case, proceeding or other action shall be commenced against
    Maker seeking reorganization, arrangement or adjustment of its debts under
    any bankruptcy, insolvency or reorganization law or seeking the appointment
    of a receiver, custodian or trustee for Maker or for all or substantially
    all of its property, and such, proceeding or other action remains
    undismissed for a period of sixty (60) days after commencement thereof; or

          (iv)  The dissolution or liquidation of Maker.

          (b)   Upon the occurrence of an Event of Default hereunder, at its
option, may declare the entire unpaid principal balance and accrued interest on
this Note to be immediately due and payable without notice of any kind to Maker
and without any other presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived by Maker, and may, at his option, exercise any
other right or remedy existing at law or in equity. Failure to exercise any such
right or remedy shall not constitute a waiver of the right to exercise the same
in the event of any subsequent default.

     6.   Voluntary Prepayment Maker shall have the right end privilege from
time to time to prepay in whole or in part the unpaid principal of this Note
without premium or penalty, provided that the accrued interest on the amount
prepaid is likewise paid, and the accrual of interest shall immediately cease on
any amount so prepaid.

     7.   Waiver.Maker waives demand, presentment for payment, notice of
nonpayment, protest and notice of protest and agrees to any substitution,
subordination or release of any parties primarily or secondarily liable hereon.
No waiver by payee of any of its rights or remedies hereunder or under any other
document evidencing or securing this Note or otherwise shall be considered a
waiver of any other subsequent right or remedy of Payee; and no delay or
omission in the exercise or enforcement by Payee of any rights or

                                      -3-
<PAGE>

remedies shall be construed, as a waiver of any right or remedy of Payee.

     8.   Attorneys' Fees. If this Note is not paid pursuant to the terms hereof
and is placed in the hands of an attorney for collection, or if it is collected
through bankruptcy or any other court proceeding after maturity, then Payee
shall be entitled to reasonable attorneys' fees for collection.

     9.   Limitation on Agreements. It is the intention of Maker and Payee to
comply with applicable usury laws. In furtherance thereof, Maker and Payee
stipulate and agree that, notwithstanding any provision contained in this Note,
or in any other agreement between Maker and Payee, Payee shall never be entitled
to receive, collect or apply as interest on this Note, any amount in excess of
the Maximum Rate, and, in the event Payee ever receives, collects or applies as
interest any such excess, such amount that would be excessive interest shall be
deemed to be a partial prepayment of principal and treated hereunder as such,
and, if the principal amount of the Note is paid in full, any remaining excess
shall forthwith be paid to Maker. In determining whether the interest paid or
payable, under any specific contingency, exceeds the Maximum Rate, Maker and
Payee shall, to the maximum extent permitted under applicable law, (i)
characterize any non-principal payments (other than payments hereunder) as an
expense, fee or premium rather than as interest, (ii) exclude voluntary
prepayments and the effects thereof, and (iii) amortize, prorate, allocate and
spread in equal parts the total amount of interest throughout the entire
contemplated term of this Note so that the interest rate is uniform throughout
such term.

     10.  Pledge and Grant of Security Interest. Effective as of the IPO Date
and in order to secure performance of Maker's obligations under this Note, Maker
hereby pledges and grants to Payee a security interest in the Collateral, and in
connection therewith, Payee shall have all of the rights of a secured party
under chapter 9 of the Texas Uniform Commercial Code. Maker agrees to execute
and deliver such other documents as may be reasonably necessary to confirm,
evidence or perfect such pledge and security interest. Unless otherwise directed
by Payee, Maker shall, promptly following the IPO Date, deliver to Payee
certificates representing all Shares initially constituting the Collateral and,
promptly following each December 31 thereafter, deliver certificates
representing any additional Shares that become a part of the Collateral, in each
case accompanied by a stock power duly executed by Maker in blank. Certificates
representing Shares that no longer constitute a part of the Collateral shall be
promptly returned by Payee upon request by Maker. Unless and until an event of
Default shall have occurred and be continuing, Maker shall be entitled to vote
all or any part of the Shares constituting the Collateral and to execute
consents and waivers in respect thereof, all with the same force and effect as
if this Note did not exist. Payee acknowledges and agrees, by its acceptance of
this Note, that the Shares constituting the Collateral will be subject to the

                                      -4-
<PAGE>

provisions of a Stockholders' Agreement among Wyndham Corporation, Maker and
certain other stockholders of Wyndham. Payee agrees to be bound by the
Stockholders' Agreement and to execute and deliver such further instruments and
documents as may be reasonably requested to evidence its agreement to be so
bound.

     11.  Nature of Obligation: Limitation on Liability. The original principal
amount of this Note represents the unpaid principal balance end accrued interest
as of December 31, 1995 on that certain Promissory Note dated December 31, 1993
from Maker to Payee, and to that extent, this Note is executed and delivered in
replacement and substitution for such Promissory Note. In the event this Note or
any portion hereof becomes due and payable prior to the IPO Date, it shall be
payable solely out of the assets of Maker, and in the manner and subject to the
terms, conditions and limitations, set forth in the Foundation Agreement with
respect to the payment of a Negative DAB. Without in any way effecting or
characterizing the foregoing nature of Maker's obligation under this Note prior
to the IPO Date, from and after the IPO Date and anything in this Note or
applicable law to the contrary notwithstanding, this Note shall be nonrecourse
to Maker and Maker shall have no personal liability for the payment hereof, and
Maker shall proceed solely against the Collateral upon the occurrence of an
Event of a Default under this Note.

     12.  Governing Law and Venue. This Note is being executed and delivered and
is intended to be performed in the State of Texas. This Note shall be construed
as to both validity and performance and enforced in accordance with and governed
by the laws of the State of Texas.

     13.  Notices. All notices or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally or sent by certified or registered mail, postage prepaid,
with return receipt requested, addressed to Maker or Payee as follows:

                                If to Payee to:

                                Wyndham Finance Limited Partnership
                                Suite 3200
                                2001 Ross Avenue
                                Dallas, Texas 75201
                                Attention: Susan T. Groenteman

                                If to Maker to:

                                James D. Carreker
                                Suite 2300
                                2001 Bryan Street
                                Dallas, Texas 75201

or such other address as shall be furnished in writing by Maker or Payee to the
other, in accordance with the above provisions, and

                                      -5-
<PAGE>

such notice or communication shall be deemed to have been given as of the date
so delivered in the case of personal delivery or three (3) days after deposit in
the mail in the case of certified or registered mail.

     14.  Arbitration. Maker and Payee agree that any claim, controversy or
dispute arising out of or relating to this Note that cannot be amicably settled
shall be referred to binding arbitration as hereinafter provided. If arbitration
is required to resolve a dispute between Maker and Payee, Payee will notify the
American Arbitration Association ("AAA") and request AAA to select one person to
act as the arbitrator for resolution of this dispute. The selected arbitrator
will establish the rules for arbitration of the dispute and such rules will be
binding upon all parties to the arbitration proceeding. The arbitrator may use
the rules of the AAA for commercial arbitration but is encouraged to adopt such
rules as the arbitrator deems appropriate to accomplish the arbitration in the
quickest and least expensive manner possible. Accordingly, the arbitrator may
(i) dispense with any formal rules of evidence and allow hearsay testimony so as
to limit the number of witnesses required, (ii) minimize discovery procedures as
the arbitrator deems appropriate, (iii) act upon his understanding or
interpretation of the law on any issue without the obligation to research such
issue or accept or act upon briefs of the issue prepared by any party, (iv)
limit the time for presentation of any parties case as well as the amount of
information or number of witnesses to be presented in connection with any
hearing, (v) prevent any party from allowing an attorney to present or argue the
party's case before the arbitrator in any hearing, and (iv) impose any other
rules which the arbitrator believes appropriate to effect a resolution of the
dispute as quickly and inexpensively as possible. The arbitration shall take
place in Dallas, Texas. The arbitrator will have the exclusive authority to
determine and award costs of arbitration and the cost incurred by any party for
attorneys, advisors and consultants. Any award made by the arbitrator shall be
binding on Maker, Payee and all parties to the arbitration and shall be
enforceable to the fullest extent of the law.


                                 MAKER

                                 /s/ JAMES D. CARREKER CSM
                                 -----------------------------------
                                 James D. Carreker


                                      -6-
<PAGE>

                                    ALLONGE


         FOR VALUE RECEIVED, the undersigned, the payee under that certain
promissory note which this Allonge is affixed (the "Note"), hereby absolutely
assigns, transfers, endorses, negotiates and sets over to and makes payable to
the order of BANKERS TRUST COMPANY, a New York banking corporation ("Assignee"),
without recourse or warranty, the Note, all interest, principal and other sums
due or to become due under the Note, and all other rights of any nature accrued
or to accrue under the Note.


Dated:  May 31, 1996


                                        WYNDHAM HOTEL CORPORATION
                                        a Texas corporation

                                        /s/ MICHAEL R. SILVERMAN
                                        ----------------------------------
                                        Michael R. Silverman
                                        Authorized Signatory
<PAGE>

                           STOCK POWER AND ASSIGNMENT

    FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_____________________________________________, ("Assignee"), __________________
(__) shares (the "Shares") of common stock, $.01 par value per share, of Wyndham
Hotel Corporation, a Delaware corporation (the "Corporation"), standing in the
name of the undersigned on the books of the Corporation and represented by
Certificate Nos._______________, and does hereby irrevocably constitute and
appoint ________________________________________________________________________
________________ attorney to transfer the Shares on the books of the Corporation
with full power of substitution in the premises.

    The transfer effected by this Stock Power and Assignment is made pursuant to
and in accordance with that certain Promissory Note dated March 20, 1996 in the
principal amount of $4,904,573 made by the undersigned in favor of Wyndham
Finance Limited Partnership, a Texas limited partnership.



                                        /s/ JAMES D. CARREKER
                                        --------------------------------
                                        James D. Carreker

Date:
<PAGE>

                     [LETTERHEAD OF WYNDHAM INTERNATIONAL]


August 17, 1999



Mr. James D. Carreker
6801 Baltimore
Dallas 7X75203

Dear Jim:

    I am writing this letter to confirm the understanding between Wyndham
International, Inc. and you concerning your minimum Incentive Compensation for
fiscal year 1999. This understanding supplements The Executive Employment
Agreement between Wyndham International, Inc. and you dated August 17, 1999, but
effective April 19, 1999. Notwithstanding paragraph 3(b) of that Agreement, your
Incentive Compensation for fiscal year 1999 shall, in any event, equal at least
100% of Base Salary.

                                        Sincerely yours,

                                        /s/ SCOTT SCHOAN

                                        Scott Schoan
                                        For the Compensation Committee of
                                        the Board of Directors
<PAGE>

                                   Exhibit D

                             AMENDED ORIGINAL NOTE

               NO PERSONAL LIABILITY NONRECOURSE PROMISSORY NOTE

                                 Dallas, Texas

$5,769,861.00                                                     April 19, 1999

     FOR VALUE RECEIVED, JAMES D. CARREKER (referred to herein as the "Maker"),
promises to pay to WYNDHAM INTERNATIONAL, INC., a Delaware corporation (referred
to herein as the "Payee"), or its assigns, the sum of FIVE MILLION SEVEN HUNDRED
SIXTY NINE THOUSAND EIGHT HUNDRED SIXTY ONE AND NO CENTS ($5,769,861.00),
together with interest on the unpaid principal balance as set forth below.

     1.   Certain Definitions. The following terms, when used in this Note,
shall have the meanings assigned to them below:

          (a) Collateral. The term "Collateral" shall mean 184,970 paired
shares of the common stock, $.01 par value, of Wyndham International, Inc. and
Patriot American Hospitality, Inc. (the "Shares") and all dividends,
distributions and payments in respect of the Shares ("Proceeds").

          (b) Employment Agreement. The term "Employment Agreement" shall mean
the Executive Employment Agreement between Maker and Payee.

          (c) Fixed Rate. The term "Fixed Rate" means the rate of six percent
(6%) per annum, compounded annually.

          (d) Market Value. The term "Market Value," when used with reference to
Shares as of any date, shall mean the average of the closing sale prices for a
Share, on the principal national securities exchange on which the Shares are
listed, for each trading day during the 90-day period immediately preceding the
date in question.

          (e) Maximum Rate. The term "Maximum Rate" shall mean, on any day, the
highest nonusurious rate of interest (if any) permitted by applicable law on
such day. For purposes of Tex. Rev. Civ. Stat. Ann. Art. 5069-1.04(b), as it
may from time to time be amended, the "applicable rate ceiling" shall be the
"indicated rate" ceiling from time to time in effect as limited by Art.
5069-1.04(b); provided, however, that to the extent permitted by applicable law,
Payee reserves the right to change the "applicable rate ceiling" from time to
time by further notice and disclosure to Maker; and, provided further, that the
"highest nonusurious rate of interest permitted by applicable law" for purposes
of this Note shall not be limited to the applicable rate ceiling under Art.
5069-1.04 if federal laws or other state laws now or hereafter in effect and
applicable to this Note (and the interest contracted for, charged and collected
hereunder) shall permit a higher rate of interest.

     2.   Interest Rate. The unpaid principal balance from the date hereof until
maturity shall bear interest at a rate per annum equal to the lesser of the
Fixed Rate or the Maximum Rate.

                                       1
<PAGE>

Interest on the unpaid principal balance hereof shall be calculated at a daily
rate equal to 1/365th of the rate per annum herein provided, and shall be
charged and collected on the actual number of days elapsed. After maturity,
unpaid principal and, to the extent permitted by law, interest on this Note
shall bear interest at a rate equal to the lesser of four (4) percentage points
over the Fixed Rate, or the Maximum Rate.

     3.  Payment of Principal and Interest. The entire principal balance and
accrued interest on this Note shall become due and payable on demand, or if
demand has not been previously made on the earlier of the fifth (5th)
anniversary of the date hereof, or thirty (30) days after the "Date of
Termination" (as defined in the Employment Agreement) of Maker's employment with
Payee in the event Maker's employment with Payee is terminated for "Cause" (as
such term is defined in subparagraph 7(c) of the Employment Agreement) or not
for "Good Reason" (as such term is defined in subparagraph 7(e) of the
Employment Agreement).

     4.  Mandatory Prepayment. Prior to maturity, all Proceeds to which Maker is
entitled in respect of the Shares shall be applied, at the time Maker is
entitled to receive such Proceeds, to payment of this Note, with such payments
to be applied first to accrued interest and then to the outstanding principal
balance of this Note. By execution of this Note, Maker hereby irrevocably
authorizes and hereby grants to Payee a special power of attorney irrevocably
making, constituting and appointing Payee, with unrestricted power of
substitution and resubstitution, as the attorney-in-fact for Maker, with power
and authority to apply the payments referred to in this Paragraph in accordance
with the provisions hereof and to execute, acknowledge and deliver any and all
such documents and instruments as may be necessary or appropriate to carry out
the provisions of this Paragraph 4.

     5.   Event of Default.

          (a)  The occurrence of any one or more of the following events shall
be deemed an event of default hereunder ("Event of Default"):

               (i)   The failure of Maker to make any payment on this Note when
          the same becomes due and payable and such failure continues for ten
          (10) days after notice of such failure to pay is received by Maker
          from Payee; or

               (ii)  Maker shall commence any case, proceeding or other action
          seeking reorganization, arrangement or adjustment of its debts under
          any bankruptcy, insolvency or reorganization law, or seek the
          appointment of a receiver, trustee or custodian for Maker or for all
          of this property; or

               (iii) Any case, proceeding or other action shall be commenced
          against Maker seeking reorganization, arrangement or adjustment of his
          debts under any bankruptcy, insolvency or reorganization law or
          seeking the appointment of a receiver, custodian or trustee for Maker
          or for all or substantially all of his property, and such case,
          proceeding or other action remains undismissed for a period of sixty
          (60) days after commencement thereof.

          (b) Upon the occurrence of an Event of Default hereunder, Payee, at
its option, may declare the entire unpaid principal balance and accrued interest
on this Note to be

                                       2
<PAGE>

immediately due and payable without notice of any kind to Maker and without any
other presentment, demand, protest or notice of any kind, all of which are
hereby expressly waived by Maker, and may, at its option, exercise any other
right or remedy existing at law or in equity. Failure to exercise any such right
or remedy shall not constitute a waiver of the right to exercise the same in the
event of any subsequent default.

          (c) Upon the occurrence of an Event of Default hereunder, Payee shall
purchase the Collateral from Maker for an amount equal to the Market Value of
the Collateral, or the entire principal balance and accrued interest due on the
Note, whichever is higher. Such payment shall be applied towards the repayment
of the outstanding amount of the Note. If the Market Value of the Collateral
exceeds the outstanding amount of the Note, the excess Collateral remaining
after full satisfaction of the Note shall be returned to Maker without offset of
any kind and free and clear of all liens, claims or encumbrances in favor of
Payee.

     6.   Voluntary Prepayment. Maker shall have the right and privilege from
time to time to prepay in whole or in part the unpaid principal of this Note
without premium or penalty, provided that the accrued interest on the amount
prepaid is likewise paid, and the accrual of interest shall immediately cease on
any amount so prepaid.

     7.   Waiver. Maker waives demand, presentment for payment, notice of
nonpayment, protest and notice of protest and agrees to any substitution,
subordination or release of any parties primarily or secondarily liable hereon.
No waiver by Payee of any of its rights or remedies hereunder or under any other
document evidencing or securing this Note or otherwise shall be considered a
waiver of any other subsequent right or remedy of Payee; and no delay or
omission in the exercise or enforcement by Payee of any rights or remedies shall
be construed as a waiver of any right or remedy of Payee.

     8.   Attorneys' Fees. If this Note is not paid pursuant to the terms hereof
and is placed in the hands of an attorney for collection, or if it is collected
through bankruptcy or any other court proceeding after maturity, then Payee
shall be entitled to reasonable attorneys' fees for collection.

     9.   Limitation on Agreements. It is the intention of Maker and Payee to
comply with applicable usury laws. In furtherance thereof, Maker and Payee
stipulate and agree that, notwithstanding any provision contained in this Note,
or in any other agreement between Maker and Payee, Payee shall never be entitled
to receive, collect or apply as interest on this Note, any amount in excess
of the Maximum Rate, and, in the event Payee ever receives, collects or applies
as interest any such excess, such amount that would be excessive interest shall
be deemed to be a partial prepayment of principal and treated hereunder as such,
and, if the principal amount of the Note is paid in full, any remaining excess
shall forthwith be paid to Maker. In determining whether the interest paid or
payable, under any specific contingency, exceeds the Maximum Rate, Maker and
Payee shall, to the maximum extent permitted under applicable law, (i)
characterize any non-principal payments (other than payments hereunder) as an
expense, fee or premium rather than as interest, (ii) exclude voluntary
prepayments and the effects thereof, and (iii) amortize, prorate, allocate and
spread, in equal parts the total amount of interest throughout the entire
contemplated term of this Note so that the interest rate is uniform throughout
such term.

                                       3
<PAGE>

     10.  Pledge and Grant of Security Interest. Maker hereby pledges and grants
to Payee a security interest in the Collateral, and in connection therewith,
Payee shall have all of the rights of a secured party under Chapter 9 of the
Texas Uniform Commercial Code. Maker agrees to execute and deliver such other
documents as may be reasonably necessary to confirm, evidence or perfect such
pledge and security interest. Payee currently holds certificates representing
all Shares currently constituting the Collateral. Unless and until an Event of
Default shall have occurred and be continuing, Maker shall be entitled to vote
all or any part of the Shares constituting the Collateral and to execute
consents and waivers in respect thereof, all with the same force and effect as
if this Note did not exist.

     11.  Nature of Obligation: Limitation on Liability. The principal amount
of this Note represents the unpaid principal balance and accrued interest as of
December 31, 1998 on that certain Promissory Note dated March 20, 1996 from
Maker to Wyndham Finance Limited Partnership in the original principal amount of
$4,904,573.00 on which no payments have been made as of the date hereof and
which is also secured by the Collateral. This Note is an amendment in its
entirety of such March 20, 1996 Note. Maker agrees that all existing security
interest in the Collateral existing immediately prior to the execution hereof
shall continue to exist and shall secure this Note. THIS NOTE SHALL BE
NONRECOURSE TO MAKER AND MAKER SHALL HAVE NO PERSONAL LIABILITY FOR THE PAYMENT
HEREOF, AND PAYEE SHALL PROCEED SOLELY AGAINST THE COLLATERAL UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT UNDER THIS NOTE.

     12.  Governing Law and Venue. This Note is being executed and delivered and
is intended to be performed in the State of Texas. This Note shall be construed
as to both validity and performance and enforced in accordance with and governed
by the laws of the State of Texas.

     13.  Notices. All notices or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally or sent by certified or registered mail, postage prepaid,
with return receipt requested, addressed to Maker or Payee as follows:

                                If to Payee to:

                                Wyndham International, Inc.
                                1950 Stemmons Freeway
                                Suite 6001
                                Dallas, Texas 75207
                                Attention: General Counsel



                                If to Maker to:

                                James D. Carreker
                                6801 Baltimore
                                Dallas, Texas 75205

                                       4
<PAGE>

or such other address as shall be furnished in writing by Maker or Payee to the
other, in accordance with the above provisions, and such notice or communication
shall be deemed to have been given as of the date so delivered in the case
of personal delivery or three (3) days after deposit in the mail in the case
of certified or registered mail.

     14.  Arbitration. Maker and Payee agree that any claim, controversy or
dispute arising out of or relating to this Note that cannot be amicably settled
shall be referred to binding arbitration as hereinafter provided. If arbitration
is required to resolve a dispute between Maker and Payee, Payee will notify the
American Arbitration Association ("AAA") and request AAA to select one person to
act as the arbitrator for resolution of this dispute. The selected arbitrator
will establish the rules for arbitration of the dispute and such rules will be
binding upon all parties to the arbitration proceeding. The arbitrator may use
the rules of the AAA for commercial arbitration but is encouraged to adopt such
rules as the arbitrator deems appropriate to accomplish the arbitration in the
quickest and least expensive manner possible. Accordingly, the arbitrator may
(i) dispense with any formal rules of evidence and allow hearsay testimony so as
to limit the number of witnesses required, (ii) minimize discovery procedures as
the arbitrator deems appropriate, (iii) act upon his understanding or
interpretation of the law on any issue without the obligation to research such
issue, or accept or act upon briefs of the issue prepared by any party, (iv)
limit the time for presentation of any party's case as well as the amount of
information or number of witnesses to be presented in connection with any
hearing, (v) prevent any party from allowing an attorney to present or argue the
party's case before the arbitrator in any hearing, and (vi) impose any other
rules which the arbitrator believes appropriate to effect a resolution of the
dispute as quickly and inexpensively as possible. The arbitration shall take
place in Dallas, Texas. The arbitrator will have the exclusive authority to
determine and award costs of arbitration and the cost incurred by any party for
attorneys, advisors and consultants. Any award made by the arbitrator shall be
binding on Maker, Payee and all parties to the arbitration and shall be
enforceable to the fullest extent of the law.

     15.  Tax Matters. Maker acknowledges that Maker has not relied on any
advice from Payee with regard to the tax treatment of the Note.

                                               MAKER


                                                /s/ JAMES D. CARREKER
                                               ---------------------------
                                               James D. Carreker

                                       5
<PAGE>

                                   Exhibit E

                                  MASTER NOTE

                                 Dallas, Texas

      FOR VALUE RECEIVED, JAMES D. CARREKER (referred to herein as the "Maker"),
promises to pay to WYNDHAM INTERNATIONAL, iNC., a Delaware corporation (referred
to herein as the "Payee"), or its assigns, the sum determined pursuant to the
Employment Agreement hereinafter described, together with interest on the unpaid
principal balance as set forth below.

      1.  Certain Definitions. The following items, when used in this Note,
shall have the meanings assigned to them below:

          (a) Stated Rate. Until April 20, 2004, the term "Stated Rate" means
the rate of six percent (6%) per annum, compounded annually, and thereafter, the
term "Stated Rate" means the interest rate as the same may be adjusted from time
to time, paid by Payee during the remaining term of this Note pursuant to the
revolving line of credit of the Payee as it may exist from time to time.

          (b) Maximum Rate. The term "Maximum Rate" shall mean, on any day, the
highest nonusurious rate of interest (if any) permitted by applicable law on
such day. For purposes of Tex. Rev. Civ. Stat. Ann. Art. 5069-1.04(b), as it may
from time to time be amended, the "applicable rate ceiling" shall be the
"indicated rate" ceiling from time to time in effect as limited by Art. 5069-
1.04(b); provided, however, that to the extent permitted by applicable law,
Payee reserves the right to change the "applicable rate ceiling" from time to
time by further notice and disclosure to Maker; and, provided further, that the
"highest nonusurious rate of interest permitted by applicable law" for purposes
of this Note shall not be linuted to the applicable rate ceiling under Art.
5069-1.04 if federal laws or other state laws now or hereafter in effect and
applicabie to this Note (and the interest contracted for, charged and collected
hereunder) shall permit a higher rate of interest. (c) Employment Agreement. The
term "Employment Agreement" shall mean the Executive Employment Agreement made
as of August 17, 1999, between Maker and Payee.

      2.  Interest Rate. The unpaid principal balance from the date hereof until
maturity shall bear interest at a rate per annum equal to the lesser of the
Stated Rate or the Maximum Rate. Interest on the unpaid principal balance hereof
shall be calculated at a daily rate equal to 1/365th of the rate per annum
herein provided, and shall be charged and collected on the actual number of days
elapsed. After maturity, unpaid principal and, to the extent permitted by law,
interest on this Note shall bear interest at a rate equal to the lesser of (i)
four (4) percentage points over the Stated Rate or (ii) the Maximum Rate.

      3.  Payment of Principal and Interest. The entire principal balance and
accrued interest on this Note shall become due and payable on the earlier of (i)
the fourth anniversary of the date of the concerned principal advance, or (ii)
thirty (30) days after "Date of Termination" (as defined in the Employment
Agreement) of Maker's employment with Payee in the event

                                       1
<PAGE>

Maker's employment with Payee is terminated for "Cause" (as such term is defined
in subparagraph 7(c) of the Employment Agreement) or not for "Good Reason" (as
such term is defined in subparagaph 7(e) of the Employment Agreement). Maker
shall also be required to make prepayments on this Note in the amounts and in
the manner required by paragraph 23 of the Employment Agreement.

      4.  Events of Default.

          (a)   The occurrence of any one or more of the following events shall
be deemed an event of default hereunder ("Event of Default"):

                (i)   The failure of Maker to make any payment on this Note when
           the same becomes due and payable and such failure continues for ten
           (10) days after notice of such failure to pay is received by Maker
           from Payee; or

                (ii)  Maker shall commence any case, proceeding or other action
           seeking reorganization, arrangement or adjustment of his debts under
           any bankruptcy, insolvency or reorganization law, or seek the
           appointment of a receiver, trustee or custodian for Maker or for all
           of his property; or

                (iii) Any case, proceeding or other action shall be commenced
          against Maker seeking reorganization, arrangement or adjustment of his
          debts under any bankruptcy, insolvency or reorganization law or
          seeking the appointment of a receiver, custodian or trustee for Maker
          or for all or substantially all of his property, and such case,
          proceedmg or other action remains undismissed for a period of sixty
          (60) days after commencement thereof.

          (b)   Upon the occurrence of an Event of Default hereunder, Payee, at
its option, may declare the entire unpaid principal balance and accrued interest
on this Note to be immediately due and payable without notice any kind to
Maker and without any other presentment, demand, protest or notice of any kind,
all of which are hereby expressly waived by Maker, and may, at its option,
exercise any other right or remedy existing at law or in equity. Failure to
exercise any such right or remedy shall not constitute a waiver of the right to
exercise the same in the event of any subsequent default.

      5.  Voluntary Prepayment. Maker shall have the right and privilege from
time to time to prepay in whole or in part this Note without premium or penalty.
All such prepayments shall be first applied to all then accrued interest and
then to principal, and the accrual of interest shall immediately cease on any
principal amount so prepaid.

      6.  Waiver. Maker waives demand, presentment for payment, notice of
nonpayment, protest and notice of protest and agrees to any substitution,
subordination or release of any parties primarily or secondarily liable hereon.
No waiver by Payee of any of its rights or remedies hereunder or under any other
document evidencing or securing this Note or otherwise shall be considered a
waiver of any other subsequent right to remedy of Payee; and no delay or
omission in the exercise or enforcement by Payee of any rights or remedies shall
be construed as a waiver of any right or remedy of Payee.

                                       2
<PAGE>

      7.  Attorneys' Fees. If this Note is not paid pursuant to the terms hereof
and is placed in the hands of an attorney for collection, or if it is collected
through bankruptcy or any other court proceeding after maturity, then Payee
shall be entitled to reasonable attorneys' fees for collection.

      8.  Limitation on Agreements. It is the intention of Maker and Payee to
comply with applicable usury laws. In furtherance thereof, Maker and Payee
stipulate and agree that, notwithstanding any provision contained in this Note,
or in any other agreement between Maker and Payee, Payee shall never be entitled
to receive, collect or apply as interest on this Note, any amount in excess
of the Maximum Rate, and, in the event Payee ever receives, collects or applies
as interest any such excess, such amount that would be excessive interest shall
be deemed to be a partial prepayment of principal and treated hereunder as such,
and if the principal amount of the Note is paid in full, any remaining excess
shall forthwith be paid to Maker. In determining whether the interest paid or
payable, under any specific contingency, exceeds the Maximum Rate, Maker and
Payee shall, to the maximum extent permitted under applicable law, (i)
characterize any non-principal payments (other than payments hereunder) as an
expense, fee or premium rather than as interest, (ii) exclude voluntary
prepayments and the effects thereof, and (iii) amortize, prorate, allocate and
spread in equal parts the total amount of interest throughout the entire
contemplated term of this Note so that the interest rate is uniform throughout
such term.

      9.  Governing Law and Venue. This Note is being executed and delivered and
is intended to be performed by the State of Texas. This Note shall be construed
as to both validity and performance and enforced in accordance with and governed
by the laws of the State of Texas.

     10.  Notices. All notices or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally or sent by certified or registered mail, postage prepaid,
with return receipt requested, addressed to Maker or Payee as follows:

                                If to Payee to:

                                Wyndham International, Inc.
                                1950 Stemmons Freeway Suite 6001
                                Dallas, Texas 75207

                                Attention: General Counsel

                                If to Maker to:

                                James D. Carreker
                                6801 Baltimore
                                Dallas, Texas 75205

or such other address as shall be furnished in writing by Maker or Payee to the
other, in accordance with the above provisions, and such notice or communication
shall be deemed to

                                       3
<PAGE>

have been given as of the date so delivered in the case of personal delivery or
three (3) days after deposit in the mail in the case of certified or registered
mail.

     11.  Arbitration. Maker and Payee agree that any claim, controversy or
dispute arising out of or relating to this Note that cannot be amicably settled
shall be referred to binding arbitration as hereinafter provided. If arbitration
is required to resolve a dispute between Maker and Payee, Payee will notify the
American Arbitration Association ("AAA") and request AAA to select one person to
act as the arbitrator for resolution of this dispute, The selected arbitrator
will establish the rule for arbitration of the dispute and such rules will be
binding upon all parties to the arbitration proceeding. The arbitrator may use
the rules of the AAA for commercial arbitration but is encouraged to adopt such
rules as the arbitrator deems appropriate to accomplish the arbitration in the
quickest and least expensive manner possible. Accordingly, the arbitrator may
(i) dispense with any formal rules of evidence and allow hearsay testimony so as
to limit the number of witnesses required, (ii) minimize discovery procedures as
the arbitrator deems appropriate, (iii) act upon his understanding or
interpretation of the law on any issue without the obligation to research such
issue or accept or act upon briefs of the issue prepared by any party, (iv)
limit the time for presentation of any party's case as well as the amount of
information or number of witnesses to be presented in connection with any
hearing, (v) prevent any party from allowing an attorney to present or argue the
party's case before the arbitrator in any hearing, and (vi) impose any other
rules which the arbitrator believes appropriate to effect a resolution of the
dispute as quickly and inexpensively as possible. The arbitration shall take
place in Dallas, Texas. The arbitrator will have the exclusive authority to
determine and award costs of arbitration and the cost incurred by any party for
attorneys, advisors and consultants. Any award made by the arbitrator shall be
binding on Maker, Payee and all parties to the arbitration and shall be
enforceable to the fullest extent of the law.

    12.  Master Note. This Note is to the extent specified in the Employment
Agreement intended to document certain principal advances which may hereafter be
made under the Employment Agreement by Payee to Maker This Note shall for
purposes of each separate principal advance be deemed dated as of the date of
the concerned advance;

                                               MAKER



                                                /s/ JAMES D. CARREKER
                                               -------------------------------
                                               James D. Carreker

                                       4