Cooperation Agreement


 

Exhibit 10.6

CO-OPERATION
  AGREEMENT

*  
  *   *

Between the undersigned
  parties:

	–	METHA HOTEL GROUP
      S.p.A., registered offices in Rimini via Stiria (zipcode: 47900) entered
      in the Trade Register of Rimini - tax code 03162950400- (fax No. 0541-50161),
      represented by its legal representative Mr. Antonio Salvatori (hereafter
      also referred to as “metha”).
		 
	–	DAYS MASTER ITALIA
      S.p.a., registered offices in Rimini via Rosaspina 10 (zipcode: 47900),
      entered in the Trade Register of Rimini - tax code 03140830401 (fax No.
      02 700 423 481), represented by its legal representative Mr. Andrea Cesaretti
      (hereafter also referred to as  “dmi”)


WHEREAS

	a.
      	DMI is currently the
      licensee for Italy, Republic of San Marino and the Vatican City (the “AREA”)
      of the hotel management system named Days Inn© (the “system”)
      by virtue of the Master Licence contract stipulated with Cendant Global
      Services B.V;
		 
	b.
      	DMI, and the group to
      which it belongs, are engaged in the development of a network of accommodation
      structures in Italy to be managed both directly and through franchising
      and partnership methods;
		 
	c.
      	metha
      is a company operating in the development and management of accommodation
      structures and has the skills, experience and contacts required to assist
      DMI in the planning and implementation of the said project;
		 
	d.
      	dmi
      and metha have agreed to
      cooperate to create, within the next five years, a commercial development
      plan aimed at opening a certain number of accommodation structures with
      the brand name Days Inn© (the hotels)
      in the Area;
		 


IN VIEW OF
  ALL THE ABOVE PREMISES

IT IS AGREED
  AND DECLARED AS FOLLOWS

1.   
   CO-OPERATION AGREEMENT

	1.1.
      	dmi
      and metha, each in regard
      to its specific duties shall cooperate and provide assistance to one another,
      to pursue the aim of opening on average one HOTEL per year with the Days
      Inn© brand, within five years from the date when the agreements contained
      in this document become effective;


1







		 
	2.
      	OBLIGATIONS OF THE
      PARTIES
		 
	2.1.
      	In order to implement
      the provisions in the previous paragraph, METHA shall promote the commercial
      development in the AREA of the SYSTEM’s Franchising contracts, presenting
      to DMI the HOTELS which, according to its knowledge, said METHA shall consider
      as conforming to the System and which:
		 


		2.1.a.
      	metha
      shall manage with the Days Inn© brand, either directly or through its
      subsidiary and associated companies;
			 
		2.1.b.
      	shall be managed by
      third parties under the Days Inn© brand;
			 


	2.2.
      	in the cases specified
      in paragraph 2.1.a. (direct management by METHA), DMI shall stipulate for
      the benefit of METHA, or for is subsidiary and associated companies indicated
      by the said METHA, a franchising contract for each HOTEL, the text of which
      shall comply with the provisions annexed to this agreement under “a”;
		 
	2.3.
      	as concerns the cases
      specified in paragraph 2.1.b. (management by third parties), DMI shall have
      the discretion to accept or reject METHA’s proposals unless the said
      proposals do not contain the minimum requirements indicated below and providing
      the said proposals are considered acceptable by DMI with reference to the
      customer’s seriousness and solvency and are compatible with DMI’s
      policy and economic objectives:
		 


	a.          
      Initial Fee:	Euro 200,00	(a lump
      sum per room)
	 	 	 
	b.          
      Continuing Fees:	3..5 %	(on “gross room
      revenues”)
	 	 	 
	c.          
      Company Marketing Contribution:	1.5%	(on “gross room
      revenues”)
	 	 	 
	d.          
      Software Licence / Access Fee to CRS	Euro 2,000.00	(per year)
	 	 	 
	e.          
      Duration of contract with potential               Franchisee
      :	5 years,
      with option to renew for a further five year period.




	2.4.
      	dmi
      shall make a pre-emptive offer to METHA, and to the latter’s subsidiary,
      parent and associated companies indicated by METHA, regarding the management
      or other controlling methods to be agreed, of the HOTELS which DMI shall
      have developed on its own and which it shall decide to manage directly,
      according to the contractual agreements to be negotiated time by time.
		 
	3.
      	EXCLUSION OF THE
      EXCLUSIVE AGENCY OBLIGATION AND PARTICIPATION IN THE OFFERS
		 
	3.1.
      	dmi
      and metha are not bound by any mutual exclusive agency obligation
      and, therefore each may freely carry out its activity toward third parties
      without any obligation toward the other Party, even if the latter’s
      activity is identical to even one of the activities normally performed by
      the other Party and even if the said activity is identical to the activity
      described in the premise and which has determined the stipulation of this
      agreement;


2







		3.2.
      	dmi
      and metha may freely refuse to participate in the initiatives specified
      under articles one and two, proposed by the other Party. When ten working
      days have elapsed from the communication of the existence of an initiative,
      said communication effected by each party to the other without the latter
      having replied, the initiative shall be considered as rejected without any
      obligation of indemnity, payment or other type of economic compensation.
			 
		4.
      	EFFECTIVE DATE
			 
		4.1.
      	The agreements contained
      in this document shall come into force on 1  May 2003.
			 
		5.
      	CONFIDENTIALITY OBLIGATION
      
			 
		5.1.
      	With special reference
      to the information which DMI and METHA shall supply to each other, both
      shall express their consent and shall maintain strictly confidential all
      the information and data which shall come into their possession from each
      other, said commitment also applying to the representatives, managers, officers,
      employees in general and to consultants. The aforesaid information/data
      shall not be disclosed or otherwise made known to third parties, unless
      both Parties give their consent thereto beforehand, with the exception of
      cases where the disclosure depends on the need to observe legal regulations
      and the requests of Italian or foreign public authorities;
			 
		5.2.
      	this confidentiality
      obligation shall survive the termination of this agreement, for whatever
      reason said termination may occur.
			 
		6.
      	PUBLIC RELATIONS
			 
		6.1.
      	The Parties declare
      that they shall beforehand agree
      on the methods for making public announcements regarding all initiatives,
      including timing, choice of media, and so on and so forth;
			 
		6.2.
      	no communication and
      public announcement shall be made concerning the existence of this agreement
      to subjects other than the respective board of directors without prior consent
      by both Parties.
			 
		7.
      	REPRESENTATION
			 
		7.1.
      	Neither party shall
      have the right to represent the other Party in any place/venue without prior
      written authorisation by the other Party;
			 
		7.2.
      	this agreement does
      not determine any type of co-participation of each Party in the business
      of the other and, therefore in spite of this agreement, each Party shall
      remain independent of the other, without any responsibility for the obligations
      contracted by or ascribable to the other Party.


3







	8.
      	COMMUNICATIONS
		 
	8.1.
      	Without prejudice to
      the various provisions contained in the other articles of this agreement,
      all direct communications by each party to the other, shall be sent by registered
      letter with delivery receipt, following a faxed version of the same to the
      address and to the number indicated at the beginning of this agreement.
		 
	9.
      	ARBITRATION
		 
	9.1.
      	Any dispute which may
      arise between the parties concerning the interpretation and/or execution
      of this agreement shall be submitted to the judgement of a Single Arbitrator
      nominated by the Parties, or, failing that, by the Presiding Judge of the
      Rimini Court of Law. The arbitrator shall act formally and according to
      law and his/her fee shall be the minimum amount specified by the professional
      tariff of the list s/he belongs to, if any.
		 
	10.
      	LIST OF ANNEXED DOCUMENTS
		 
	a.
      	Draft of the franchising
      contract .


*  
  *   *

Read, confirmed
  and signed.

Rimini, 1
   May 2003.

	METHA
      HOTEL GROUP S.p.A.	 	DAYS MASTER
      ITALIA S.p.A.
	The Legal Representative
      	 	The Legal Representative
	 	 	 
	 	 	 
	/s/ Antonio Salvatori	 	/s/ Andrea Cesaretti
	
	 	



4