Exhibit
  10.8



  Location: Dozza, Italy               

  Unit No.: __________                

DAYS INN
  SYSTEM

  LICENSE AGREEMENT

                THIS
  LICENSE AGREEMENT (“Agreement”), dated 1 March, 2004, is between DAYS
  MASTER ITALIA S.p.a., an Italian company with liability limited by stock, (“we”,
  “our” or “us”), and HOSPITALIA S.p.a., an Italian company
  with liability limited by stock (“you”). The definitions of capitalized
  terms are found in Appendix A. In consideration of the following mutual promises,
  the parties agree as follows:

1.   License
  .   We have the right to license and franchise to you the distinctive
  “Days Inn” System for providing transient guest lodging services for
  any location we approve in the Territory. We grant to you and you accept the
  License, effective and commencing on the Opening Date and ending on the earliest
  to occur of the Term’s expiration or a Termination. You will call the Facility
  a “Days Inn”. You may adopt additional or secondary designations for
  the Facility with our prior written consent, which we may withhold, condition,
  or withdraw on written notice in our sole discretion.

2.   Days
  Inns Franchisee Advisory Association.   We participate on your
  behalf in the Days Inn Franchisee Advisory Association, a Delaware, U.S.A. corporation
  that is the organization of Days Inn System licensees, in accordance with the
  Bylaws and Certificate of Incorporation of the Association, as amended.

3.   Your
  Improvement and Operating Obligations.   Your obligations
  to improve, operate and maintain the Facility are:

3.1  Improvements.

         You
  must provide us with proof that you own or lease the Facility before or within
  30 days after the Effective Date.

         You
  must begin renovation of the Facility no later than sixty (60) days after the
  date when You will receive from us our approval together with the Punch List
  substantially similar to that attached to this Agreement.

         The
  deadline for completing the pre-opening phase of conversion and renovation,
  when the Facility must score at least 400 points (or equivalent score) under
  our quality assurance inspection system and be ready to open for business under
  the System, is one hundred twenty(120) days after the Effective Date.

         All
  renovations will comply with Territory System Standards, any Approved Plans
  and any Punch List approved by us.

         Your
  general contractor or you must carry the insurance required under this Agreement
  during renovation.

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         You
  must complete the pre-opening renovation specified on the Punch List and the
  Facility must pass its pre-opening quality assurance inspection with a score
  of at least 400 points (or equivalent) before we consider the Facility to be
  ready to open under the System.

         You
  must continue renovation and improvement of the Facility after the Opening Date
  as the Punch List requires so that the Facility scores at least 425 points (or
  equivalent) on a quality assurance inspection within nine (9) months after the
  Opening Date.

         We
  may, in our sole discretion, terminate this Agreement by giving written notice
  to you (subject to applicable law) if :

         (1)
  you do not commence or complete the pre-opening or post-opening improvements
  of the Facility by the dates specified in this Section, or

         (2)
  you prematurely identify the Facility as a Chain Facility or begin operation
  under the System name described in Schedule B in violation of Section 3.3 and
  you fail to either complete the pre-opening Improvement Obligation or cease
  operating and/or identifying the Facility under the Marks and System within
  five days after we send you written notice of default.

         Time
  is of the essence for the Improvement Obligation. We may, however, in our sole
  discretion, grant one or more extensions of time to perform any phase of the
  Improvement Obligation. You will pay us a non-refundable extension fee of €
  50.00 (fifty /00) per room for each day of any extension of the deadline for
  completing pre-opening improvements. This fee will be payable to us after each
  30 days of the extension. You will pay us the balance of the extension fee outstanding
  when the Facility opens under the System 10 days after the Opening Date. The
  grant of an extension will not waive any other default existing at the time
  the extension is granted.

3.2  Improvement
  Plans.   You will create plans and specifications for the work
  described in Section 3.1 (based upon the Territory System Standards and this
  Agreement) if we so request and submit them for our approval before starting
  improvement of the Location. We will not unreasonably withhold or delay our
  approval, which is intended only to test compliance with Territory System Standards,
  and not to detect errors or omissions in the work of your architects, engineers,
  contractors or the like. Our review does not cover technical, architectural
  or engineering factors, or compliance with federal, state or local laws, regulations
  or code requirements. We will not be liable to your lenders, contractors, employees,
  guests, others, or you on account of our review or approval of your plans, drawings
  or specifications, or our inspection of the Facility before, during or after
  renovation or construction. Any material variation from the Approved Plans requires
  our prior written approval. You will promptly provide us with copies of permits,
  job progress reports, and other information as we may reasonably request. We
  may inspect the work while in progress without prior notice.

3.3  Pre-Opening.
    You may identify the Facility as a Chain Facility prior to the Opening
  Date, or commence operation of the Facility under a Mark and using the System,
  only after first obtaining our approval or as permitted under and strictly in
  accordance with the Territory System Standards Manual. If you identify the Facility
  as a Chain Facility or operate the Facility under a Mark before the Opening
  Date without our express written consent, then in addition to our remedies under
  Sections 3.1 and 11.2, you will begin paying the Royalty to us, as specified
  in Section 7.1, from the date you identify or operate the Facility using the
  Mark. We may delay the Opening Date until you pay the Royalty accruing under
  this Section.

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3.4  Operation.
    You will operate and maintain the Facility continuously after the
  Opening Date on a year-round basis as required by Territory System Standards
  and offer transient guest lodging and other related services of the Facility
  (including those specified on Schedule B) to the public in compliance with the
  law and Territory System Standards. You will keep the Facility in a clean, neat,
  and sanitary condition. You will clean, repair, replace, renovate, refurbish,
  paint, and redecorate the Facility and its FF&E as and when needed to comply
  with Territory System Standards. The Facility will accept payment from guests
  by all credit and debit cards we designate in the Territory System Standards
  Manual. You may add to or discontinue the amenities, services and facilities
  described in Schedule B, or lease or subcontract any service or portion of the
  Facility, only with our prior written consent which we will not unreasonably
  withhold or delay. Your front desk operation, telephone system, parking lot,
  swimming pool and other guest service facilities may not be shared with or used
  by guests of another lodging or housing facility.

3.5  Training.
    You (or a person with executive authority if you are an entity)
  and the Facility’s manager will attend the training programs described
  in Section 4.1 we designate as mandatory for licensees or managers, respectively.
  You will train or cause the training of all Facility personnel as and when required
  by Territory System Standards and this Agreement. You will pay for all travel,
  lodging, meals and compensation expenses of the people you send for training
  programs, the cost of training materials and other reasonable charges we may
  impose for training under Section 4.1. You will direct the Facility staff to
  attend Property Opening Training and reimburse us for our expenses for the training
  as discussed in Section 4.1.2.

3.6     Marketing.
    You will participate in System marketing programs, including the
  Directory and the Reservation System. You will obtain and maintain the computer
  and communications service and equipment we specify to participate in the Reservation
  System. You will comply with our rules and standards for participation, and
  will honor reservations and commitments to guests and travel industry participants.
  You may implement, at your option and expense, your own local advertising. Your
  advertising materials must use the Marks correctly, and must comply with Territory
  System Standards or be approved in writing by us prior to publication. You will
  stop using any non-conforming, out-dated or misleading advertising materials
  if we so request.

3.6.1 You may
  participate in any regional marketing, training or management alliance or cooperative
  of Chain licensees formed to serve the Chain Facilities in your area. We may
  assist the cooperative collect contributions. You may be excluded from cooperative
  programs and benefits if you don’t participate in all cooperative programs
  according to their terms, including making payments and contributions when due.

3.7  Governmental
  Matters.   You will obtain as and when needed all governmental
  permits, licenses and consents required by law to construct, acquire, renovate,
  operate and maintain the Facility and to offer all services you advertise or
  promote. You will pay when due or properly contest all state and local payroll,
  withholding, unemployment, beverage, permit, license, property, ad valorem and
  other taxes, assessments, fees, charges, penalties and interest, and will file
  when due all governmental returns, notices and other filings.

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3.8  Inspections
  and Audits.   You will permit our representatives to perform quality
  assurance inspections of the Facility and audit your financial and operating
  books and records (including tax returns) particularly those relating to the
  Facility and any related business, with or without prior notice of the inspection
  or audit. Our inspections are solely for the purposes of checking compliance
  with Territory System Standards and this Agreement and will be performed in
  accordance with the provisions of the Italian and E.U. “Privacy” Laws.
  In consequence you have the right not to disclose any operating books and records
  that in your opinion are not fitting those purposes and provisions. The inspections
  and audits will commence during normal business hours, although we may observe
  Facility operation and accounting activity at any time. You, the Facility staff
  and your other agents and employees will cooperate with our inspectors and auditors
  in the performance of their duties. You will pay us any underpayment of, and
  we will pay you or credit your Recurring Fee account for any overpayment of,
  Recurring Fees discovered by an audit. If the Facility does not pass an inspection,
  you refuse to cooperate with our inspectors or our auditors when they arrive
  for an audit at a time scheduled at least 3 business days in advance or the
  audit reveals that you paid us less than 97% of the correct amount of Recurring
  Fees for a fiscal year or longer, you will pay us the Audit Fee described in
  Section 4.8, or the reasonable costs of travel, lodging and meal expenses for
  reinspection and any reinspection fee we may impose. We may publish or disclose
  the results of quality assurance inspections under the provision of the Italian
  and E.U. “Privacy” Laws.

3.9  Reports
  and Accounting.   You will prepare and submit timely monthly reports
  containing the information we require about the Facility’s performance
  during the preceding month. You will prepare and submit other reports and information
  about the Facility as we may reasonably request from time to time or in the
  Territory System Standards Manual. You will prepare and maintain any reports
  required under the Territory System Standards Manual in the Facility’s
  property management or reservation computer system, including the name and address
  of Facility guests, if collected, and send them to us or allow us to access
  them by means of a telephone datalink. You will allow us access to the reports
  and data stored on the Facility’s property management or reservation computer
  system via telephone, provided that we will not unreasonably interfere with
  normal functioning of the property management or reservation computer system.
  You will maintain accounting books and records in accordance with the Italian
  generally accepted accounting principles, as amended, subject to this Agreement
  and other reasonable accounting standards we may specify from time to time.
  You will prepare and submit to us if we so request your annual and semi-annual
  financial statements. We do not require that your financial statements be independently
  audited, but you will send us a copy of your audited statements if you have
  them audited and we ask for them.

3.10  Insurance.
    You will obtain and maintain during the Term of this Agreement the
  insurance coverage required under the Territory System Standards Manual from
  insurers meeting the standards established in the Manual. Unless we instruct
  you otherwise, your liability insurance policies will name us, Days Inns of
  America, Inc., Cendant Corporation, Cendant Finance Holding Corporation, Cendant
  Global Services, Inc., Cendant Global Services B.V., and their successors and
  assigns as additional insureds.

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3.11  Conferences.
    You (or your representative with executive authority if you are
  an entity) will attend each annual Chain conference and pay the Conference Fee
  we set for the Chain licensees, if and when we determine to hold an annual Chain
  conference. Mandatory recurrent training for licensees and managers described
  in Section 4.1.3 may be held at a conference. The Fee will be the same for all
  Chain Facilities that we license. You will receive reasonable notice of a Chain
  conference.

3.12  Purchasing.
    You will purchase or obtain certain items we designate as proprietary
  or that bear Marks, such as signage, only from suppliers we approve. You may
  purchase any other items for the Facility from any competent source you select,
  so long as the items meet or exceed Territory System Standards.

3.13  Good
  Will.   You will use reasonable efforts to protect, maintain and
  promote the name “Days Inn” and its distinguishing characteristics,
  and the other Marks. You will not permit or allow your officers, directors,
  principals, employees, representatives, or guests of the Facility to engage
  in conduct which is unlawful or damaging to the good will or public image of
  the Chain or System. You will participate in Chain-wide guest service and satisfaction
  guaranty programs we require in good faith for all Chain Facilities. You will
  follow Territory System Standards for identification of the Facility and for
  you to avoid confusion on the part of guests, creditors, lenders, investors
  and the public as to your ownership and operation of the Facility, and the identity
  of your owners.

3.14  Facility
  Modifications.   You may materially modify, diminish or expand the
  Facility (or change its interior design, layout, FF&E, or facilities) only
  after you receive our prior written consent, which we will not unreasonably
  withhold or delay. You will pay our Rooms Addition Fee then in effect for each
  guest room you add to the Facility. If we so request, you will obtain our prior
  written approval of the plans and specifications for any material modification,
  which  we will not unreasonably withhold or delay. You will not open
  to the public any material modification until we inspect it for compliance with
  the Approved Plans and Territory System Standards.

3.15  Courtesy
  Lodging.   You will provide lodging at the “Employee Rate”
  established in the Territory System Standards Manual from time to time (but
  only to the extent that adequate room vacancies exist) to our representatives
  traveling on business, but not more than three standard guest rooms at the same
  time.

3.16  Minor
  Renovations.   Beginning three years after the Opening Date, we may
  issue a “Minor Renovation Notice” to you that will specify reasonable
  Facility upgrading and renovation requirements (a “Minor Renovation”)
  to be commenced no sooner than 60 days after the notice is issued, having an
  aggregate cost for labor, FF&E and materials estimated by us to be not more
  than the Minor Renovation Ceiling Amount. You will perform the Minor Renovations
  as and when the Minor Renovation Notice requires. We will not issue a Minor
  Renovation Notice within three years after the date of a prior Minor Renovation
  Notice, or if the three most recent quality assurance inspection scores of the
  Facility averaged at least 425 points or equivalent and the most recent quality
  assurance inspection score for the Facility was at least 400 points or equivalent
  when the Facility is otherwise eligible for a Minor Renovation.

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4.   Our
  Operating and Service Obligations.   We will provide you with
  the following services and assistance:

4.1  Training.
    We will offer hospitality management training, property opening,
  recurrent training and supplemental training.

4.1.1  Management
  Training.   Between 60 days before and 60 days after the projected
  Opening Date, we will provide (subject to space availability), and you or a
  person with executive authority if you are an entity and a Facility manager
  (usually the general manager) must complete, a training program to our satisfaction.
  The training program will be held at a location in the Territory or in the United
  States we designate, will not exceed two weeks in duration, and will cover such
  topics as Territory System Standards, services available from us, and operating
  a Chain Facility. We may charge you a reasonable fee for materials for each
  manager trainee. Any replacement general manager of the Facility must complete
  the training program within the time specified in the Territory System Standards
  Manual. No tuition will be charged for your first participation in this training
  but you must pay for your representative’s travel, lodging, meals, incidental
  expenses, compensation and benefits. We may charge you reasonable tuition for
  training for replacement general managers.

4.1.2  Property
  Opening Training.   We will provide at the Facility or another
  agreed location a “Property Opening Training” program (at our discretion
  as to length and scheduling) to assist you in opening the Facility. There is
  no tuition for the Property Training Program. However, you will provide our
  representatives with lodging during the Program and pay us a fee of € 300.00
  (three hundreds /00) on daily basis to offset our representatives’ travel,
  meal and other out-of-pocket expenses.

4.1.3 Recurrent
  Training.   We will provide training for you and the Facility’s
  manager if we determine that additional training for licensees and managers
  is necessary from time to time. Training will be held in our Territory or DIA’s
  U.S. training center or other locations. You will pay for your representative’s
  travel, lodging, meals, incidental expenses, compensation and benefits for this
  training. This training may be held in conjunction with a Chain conference.

4.1.4 Supplemental
  Training.   We may offer optional training programs without charge
  or for tuition. There is usually a tuition charge for additional training which
  is provided to you or your staff at your request. We may offer or sell to you
  video tapes, computer discs or other on-site training aids and materials, or
  require you to buy them at reasonable prices.

4.1.5 Licensee
  Orientation Training.   We will conduct, and you (or a person
  with executive authority if you are an entity) will attend an orientation program
  to familiarize you with the System, the Chain, and our services in a location
  we designate, before or within 30 days after the Opening Date. The program will
  be no longer than three days. There will be no tuition charged but you will
  pay for the travel, lodging and meals of the persons who attend the program.
  If you become the licensee of additional Chain Facilities after you attend the
  program one time, attendance will be at your option.

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4.1.6 We may charge
  you a reasonable cancellation fee if you cancel your training program commitments
  or reservations within 30 days (or such shorter period as we may specify) before
  the start of any training program at which you or your representative has a
  reservation. We may charge you tuition for your representatives to attend mandatory
  sessions other than those people we require to attend the training and fees
  for instructional materials.

4.2  Reservation
  System.   We will operate and maintain (directly or by contracting
  with Global Services or an affiliate or one or more third parties) a computerized
  Reservation System or such technological substitute(s) as Global Services or
  DIA may determine, in their discretion. The Basic Reservation Charge for the
  acquisition, development, support, equipping, maintenance, improvement and operation
  of the Reservation System. We will provide software maintenance for the software
  we license to you to connect to the Reservation System if your Recurring Fee
  payments are up to date. The Facility will participate in the Reservation System,
  commencing with the Opening Date for the balance of the Term. We have the right
  to provide reservation services to lodging facilities other than Chain Facilities
  or to other parties. We will not offer callers to our general consumer toll
  free reservation telephone number in the United States the opportunity to make
  reservations for other lodging chains. We may offer any caller to our reservation
  telephone number in the Territory the opportunity to make reservations for other
  lodging facilities if there is no space available, or there is no Chain Facility,
  at the desired location of the caller.

4.3   Marketing.

4.3.1  We,
  Global Services and DIA will promote public awareness and usage of Chain Facilities
  by implementing advertising, promotion, publicity, market research and other
  marketing programs, training programs and related activities, and the production
  and distribution of publications and Directories. These parties will determine
  in their discretion: (i) The nature and type of media placement; (ii) The allocation
  (if any) among international, national, regional and local markets; and (iii)
  The nature and type of advertising copy, other materials and programs. These
  parties or their affiliates may be reimbursed for the reasonable direct and
  indirect costs, overhead or other expenses of providing marketing services from
  Royalties or other fees collected for marketing. We are not obligated to supplement
  or advance funds available from Chain licensees in the Territory to pay for
  marketing activities. We do not promise that the Facility or you will benefit
  directly or proportionately from marketing activities.

4.3.2  We
  may, at our discretion, implement or participate in special international, national,
  regional or local promotional programs (which may or may not include the Facility)
  and may make available to you (to use at your option) media advertising copy
  and other marketing materials for prices which reasonably cover the materials’
  direct and indirect costs.

4.3.3.  We
  will cause DIA to include the Facility in the Chain Directory after it opens
  if you submit the information we request on time, and you are not in default
  under this Agreement at the time we must arrange for publication. We will supply
  Directories to you for display at locations specified in the Territory System
  Standards Manual or policy statements. We may assess you a reasonable charge
  for the direct and indirect expenses (including overhead) of producing and delivering
  the Directories on the same basis as we assess other Chain licensees in the
  Territory.

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4.4  Purchasing.
    We may offer optional assistance to you with purchasing items used
  at or in the Facility. Our affiliates may offer this service on our behalf.
  We may restrict the vendors authorized to sell proprietary or Mark-bearing items
  in order to control quality, provide for consistent service or obtain volume
  discounts. We will maintain and provide to you lists of suppliers approved to
  furnish Mark-bearing items, or whose products conform to Territory System Standards.

4.5  The
  System.   We will control and establish requirements for all aspects
  of the System in the Territory, subject to Section 17.7.1. We may, in our discretion,
  change, delete from or add to the System, including any of the Marks or Territory
  System Standards, in response to changing market conditions. We may, in our
  discretion, permit deviations from Territory System Standards, based on local
  conditions and our assessment of the circumstances.

4.6  Consultations
  and Standards Compliance.   We will assist you to understand your
  obligations under Territory System Standards by telephone, mail, during quality
  assurance inspections, through the Territory System Standards Manual, at training
  sessions and during conferences and meetings we conduct. We will provide telephone
  and mail consultation on Facility operation and marketing through our representatives.

4.7  Territory
  System Standards Manual and Other Publications.   We will specify
  Territory System Standards in the Territory System Standards Manual, policy
  statements or other publications. We will lend you one copy of the Territory
  System Standards Manual promptly after we sign this Agreement. We will send
  you any Territory System Standards Manual revisions and/or supplements as and
  when issued. We will send you all other publications for Chain licensees in
  the Territory and all separate policy statements in effect from time to time.

4.8  Inspections
  and Audits.   We have the unlimited right to conduct unannounced quality
  assurance inspections of the Facility and its operations, records and Mark usage
  to test the Facility’s compliance with Territory System Standards and this
  Agreement, and the audits described in Section 3.8. We have the unlimited right
  to reinspect if the Facility does not achieve the score required on an inspection.
  We may impose a reinspection fee and will charge you for our costs as provided
  in Section 3.8. You will pay us an “Audit Fee” of € 1,000.00
  (one thousand /00) on daily basis when we invoice you for an Audit Fee under
  Section 3.8. Effective any time after December 31, 2005 we may increase the
  Audit Fee on a Territory-wide basis to cover any increases in our audit costs
  on the basis of the fluctuation of Central Statistics Institute of Italy (ISTAT)
  Index, basis the last day of the month of the Effective Date. Our inspections
  are solely for the purposes of checking compliance with Territory System Standards
  and this Agreement and will be performed in accordance with the provisions of
  the Italian and E.U. “Privacy” Laws. In consequence you have the right
  not to disclose any operating books and records that in your opinion are not
  fitting those purposes and provisions.

5.   Term.
    The Term begins on the Effective Date and expires on the day prior
  to the fifteenth anniversary of the Opening Date. Some of your duties and obligations
  will survive termination or expiration of this Agreement. NEITHER PARTY HAS
  RENEWAL RIGHTS OR OPTIONS.

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6.  Initial
  Fees.

6.1  Application
  and Initial Fees.   You will pay us a non-refundable Initial Fee
  in the amount of € 7,600.00 (seven thousands six hundreds /00) plus VAT,
  within sixty (60) days from the Effective Date.

7.  
  Recurring Fees and Interest.

7.1         You
  will pay us certain “Recurring Fees” in currency ten days after the
  month in which they accrue, without billing or demand. Recurring Fees include
  the following:

7.1.1  A
  “Royalty” equal to one and two-half percent (2.5 %) plus VAT
  when due of Gross Room Revenues of the Facility accruing during the calendar
  month, accrues from the earlier of the Opening Date or the date you identify
  the Facility as a Chain Facility or operate it under a Mark until the end of
  the Term.

7.1.2  A
  “Marketing Contribution” equal to one percent (1 %) plus VAT of Gross
  Room Revenues accruing during the calendar month, beginning when the Royalty
  does.

7.1.3 “Reservation
  System User Fee” including a “Basic Reservation Charge”
  for participation in and availability of the Reservation System as set forth
  in Schedule C, and the charges and fees referred to in Schedule C or Section
  4.2 of this Agreement, accrues from the Opening Date until the end of the Term,
  including during suspension periods. We reserve the right to increase or modify
  the Reservation System User Fees for all Chain Facilities, and to add other
  fees and charges for new services, at our sole discretion as to amount or formula,
  from time to time, but with at least 30 days prior written notice, by substituting
  a new Schedule C or otherwise, to reflect changes in the fully allocated costs
  of providing Reservation System-related services, and to add, drop or modify
  the types of reservation services we offer. You will also pay or reimburse us
  for travel and other agent commissions paid for certain reservations at the
  Facility and a “GDS Fee” levied to pay for reservations for the Facility
  originated or processed through the Global Distribution System, the Internet
  and other reservation systems and networks. We may charge a reasonable service
  fee for this service. Days Inn Facilities outside the Territory may be charged
  for reservation service using a different formula.

7.3  “Interest”
  is payable when you receive our invoice on any past due amount payable to us
  under this Agreement at the rate of 1.5% per month or the maximum rate permitted
  by applicable law, whichever is less, accruing from the due date until the amount
  is paid.

7.4  If
  a transfer occurs, your transferee or you will pay us our then current Application
  Fee and a “Relicense Fee” equal to the Initial Fee we would
  then charge a new licensee for the Facility.

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8.  
  Indemnifications.

8.1  Independent
  of your obligation to procure and maintain insurance, you will indemnify, defend
  and hold the Indemnitees harmless, to the fullest extent permitted by law, from
  and against all Losses and Expenses, incurred by any Indemnitee for any investigation,
  claim, action, suit, demand, administrative or alternative dispute resolution
  proceeding, relating to or arising out of any transaction, occurrence or service
  at, or involving the operation of, the Facility, any breach or violation of
  any contract or any law, regulation or ruling by, or any act, error or omission
  (active or passive) of, you, any party associated or affiliated with you or
  any of the owners, officers, directors, employees, agents or contractors of
  you or your affiliates, including when you are alleged or held to be the actual,
  apparent or ostensible agent of the Indemnitee, or the active or passive negligence
  of any Indemnitee is alleged or proven. You have no obligation to indemnify
  an Indemnitee for damages to compensate for property damage or personal injury
  if a court of competent jurisdiction makes a final decision not subject to further
  appeal that the Indemnitee engaged in willful misconduct or intentionally caused
  such property damage or bodily injury. This exclusion from the obligation to
  indemnify shall not, however, apply if the property damage or bodily injury
  resulted from the use of reasonable force by the Indemnitee to protect persons
  or property.

8.2  You
  will respond promptly to any matter described in the preceding paragraph, and
  defend the Indemnitee. You will reimburse the Indemnitee for all costs of defending
  the matter, including reasonable attorneys’ fees, incurred by the Indemnitee
  if your insurer or you do not assume defense of the Indemnitee promptly when
  requested, or separate counsel is appropriate, in our discretion, because of
  actual or potential conflicts of interest. We must approve any resolution or
  course of action in a matter that could directly or indirectly have any adverse
  effect on us or the Chain, or could serve as a precedent for other matters.

9.  Your
  Assignments, Transfers and Conveyances.

9.1  Transfer
  of the Facility.   This Agreement is personal to you (and your
  owners if you are an entity). We are relying on your experience, skill and financial
  resources (and that of your owners and the guarantors, if any) to sign this
  Agreement with you. You may finance the Facility and grant a lien, security
  interest or encumbrance on it without notice to us or our consent. You may transfer
  this Agreement only with our prior written consent. If a Transfer is to occur,
  the transferee or you must give us prior written notice of any proposed Transfer  with
  the procedures specified inSection 9.6. Transactions involving Equity Interests
  that are not Equity Transfers do not require our consent and are not Transfers.when
  the Transfer occurs.  The License is not transferable to your transferee,
  who has no right or 

9.3  Conditions.
    If a Transfer is to occur, We may ask You, and your owners, a guarantee
  for the payment of all amounts then owed to us and our affiliates by you, your
  owners, your affiliates, the transferee, its owners and affiliates, under this
  Agreement or otherwise. If We ask for the above guarantee, the transaction will
  not be effective until this  conditions are satisfied.

9.4  Permitted
  Transferee Transactions.   You may transfer an Equity Interest
  or effect an Equity Transfer to a Permitted Transferee without obtaining our
  consent.

9.5  Attempted
  Transfers.   Any transaction requiring our consent under this Section
  9 in which our consent is not first obtained shall be void, as between you and
  us. You will continue to be liable for payment and performance of your obligations
  under this Agreement until we terminate this Agreement, all your financial obligations
  to us are paid and all System identification is removed from the Facility.

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9.6  Notice
  of Transfers.   You will give us at least 30 days prior written
  notice of any proposed Transfer or Permitted Transferee transaction. You will
  notify us when you sign a contract to Transfer the Facility and 10 days before
  you intend to close on the transfer of the Facility. We will respond to all
  requests for our consent and notices of Permitted Transferee transactions within
  a reasonable time not to exceed 30 days. You will notify us in writing within
  30 days after a change in ownership of 25% or more of your Equity Interests
  that are not publicly held or that is not an Equity Transfer, or a change in
  the ownership of the Facility if you are not its owner. You will provide us
  with lists of the names, addresses, and ownership percentages of your owner(s)
  at our request.

10.   Our
  Assignments.   We may assign, delegate or subcontract all
  or any part of our rights and duties under this Agreement, including by operation
  of law, without notice and without your consent. We will have no obligations
  to you after you are notified that our transferee has assumed our obligations
  under this Agreement except those that arose before we assign this Agreement.

11.  
  Default and Termination.

11.1  Default.
    In addition to the matters identified in Section 3.1, you will be
  in default under this Agreement if (a) you do not pay us when a payment is due,
  (b) you do not perform any of your other obligations when this Agreement and
  the Territory System Standards Manual require, or (c) if you otherwise breach
  this Agreement. If your default is not cured within ten days after you receive
  written notice from us that you have not filed your monthly report, paid us
  any amount that is due or breached your obligations regarding Confidential Information,
  or within 30 days after you receive written notice from us of any other default
  (except as noted below), then we may terminate this Agreement by written notice
  to you under Section 11.2. We will not exercise our right to terminate if you
  have completely cured your default, or until any waiting period required by
  law has elapsed. In the case of quality assurance default, if you have acted
  diligently to cure the default but cannot do so and have entered into a written
  improvement agreement with us within 30 days after the failing inspection, you
  may cure the default within 90 days after the failing inspection. We may terminate
  the License if you do not perform that improvement agreement.

11.2  Termination.
    We may terminate the License, or this Agreement if the Opening Date
  has not occurred, effective when we send written notice to you or such later
  date as required by law or as stated in the default notice, when (1) you do
  not cure a default as provided in Section 11.1 or we are authorized to terminate
  under Section 3.1, (2) you discontinue operating the Facility as a “Days
  Inn”, (3) you do or perform, directly or indirectly, any act or failure
  to act that in our reasonable judgment is or could be injurious or prejudicial
  to the goodwill associated with the Marks or the System, (4) you lose possession
  or the right to possession of the Facility, (5) you (or any guarantor) suffer
  the termination of another license or franchise agreement with us or one of
  our affiliates, (6) you intentionally maintain false books and records or submit
  a materially false report to us, (7) you (or any guarantor) generally fail to
  pay debts as they come due in the ordinary course of business, (8) you, any
  guarantor or any of your owners or agents misstated to us or omitted to tell
  us a material fact to obtain or maintain this Agreement with us, (9) you receive
  two or more notices of default from us in any one year period (whether or not
  you cure the defaults), (10) a violation of Section 9 occurs, or a Transfer
  occurs before the relicensing process is completed, (11) you or any of your
  Equity Interest owners contest in court the ownership or right to franchise
  or license all or any part of the System or the validity of any of the Marks,
  (12) subject to applicable laws affecting the rights of creditors, you, any
  guarantor or the Facility is subject to any voluntary or involuntary bankruptcy,
  liquidation, dissolution, receivership, assignment, reorganization, moratorium,
  composition or a similar action or proceeding that is not dismissed within 60
  days after its filing, or (13) you maintain or operate the Facility in a manner
  that endangers the health or safety of the Facility’s guests.

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11.3  Casualty
  and Condemnation. 

11.3.1  You
  will notify us promptly after the Facility suffers a Casualty that prevents
  you from operating in the normal course of business, with less than 75% of guest
  rooms available. You will give us information on the availability of guest rooms
  and the Facility’s ability to honor advance reservations. You will tell
  us in writing within 60 days after the Casualty whether or not you will restore,
  rebuild and refurbish the Facility to conform to Territory System Standards
  and its condition prior to the Casualty. This restoration will be completed
  within 180 days after the Casualty. You may decide within the 60 days after
  the Casualty, and if we do not hear from you, we will assume that you have decided,
  to terminate this Agreement, effective as of the date of your notice or 60 days
  after the Casualty, whichever comes first. If this Agreement so terminates,
  you will pay all amounts accrued prior to termination and follow the post-termination
  requirements in Section 13. You will not be obligated to pay Liquidated Damages
  if the Facility will no longer be used as an extended stay or transient lodging
  facility after the Casualty.

11.3.2  You
  will notify us in writing within 10 days after you receive notice of any proposed
  Condemnation of the Facility, and within 10 days after receiving notice of the
  Condemnation date. This Agreement will terminate on the date the Facility or
  a substantial portion is conveyed to or taken over by the condemning authority.

11.4  Our
  Other Remedies.    We may suspend the Facility from the Reservation
  System for any default or failure to pay or perform under this Agreement, discontinue
  Reservation System referrals to the Facility for the duration of such suspension,
  and may divert previously made reservations to other Chain Facilities after
  giving notice of non-performance, non-payment or default. All Reservation System
  User Fees accrue during the suspension period. We may deduct points under our
  quality assurance inspection program for your failure to comply with this Agreement
  or Territory System Standards. Reservation service will be restored after you
  have fully cured any and all defaults and failures to pay and perform. We may
  omit the Facility from the Directory if you are in default on the date we must
  determine which Chain Facilities are included in the Directory. You recognize
  that any use of the System not in accord with this Agreement will cause us irreparable
  harm for which there is no adequate remedy at law, entitling us to injunctive
  and other relief. We may litigate to collect amounts due under this Agreement
  without first issuing a default or termination notice. Our consent or approval
  may be withheld if needed while you are in default under this Agreement or may
  be conditioned on the cure of all your defaults.

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12.  
  Liquidated Damages.

12.1  Generally.
    If we terminate the License under Section 11.2, or you terminate
  this Agreement (except under Section 11.3 or as a result of our default which
  we do not cure within a reasonable time after written notice), you will pay
  us within 30 days following the date of termination, as Liquidated Damages,
  an amount equal to the sum of accrued Royalties and Basic Reservation Charges
  during the immediately preceding 24 full calendar months (or the number of months
  remaining in the unexpired Term at the date of termination, whichever is less).
  If the Facility has been open for less than 24 months, then the amount shall
  be the average monthly Royalties and Basic Reservation Charges since the Opening
  Date multiplied by 24. You will also pay any applicable Taxes assessed on such
  payment. Liquidated Damages will not be less than the product of € 200.00
  (two hundreds /00) multiplied by the number of guest rooms in the Facility.
  If we terminate this Agreement under Section 3 before the Opening Date, you
  will pay us within 10 days after you receive our notice of termination Liquidated
  Damages equal to one-half the amount payable for termination under Section 11.2.
  Liquidated Damages are paid in place of our claims for lost future Recurring
  Fees under this Agreement. Our right to receive other amounts due under this
  Agreement is not affected.

12.2  Condemnation
  Payments.   In the event a Condemnation is to occur, you will
  pay us the fees set forth in Section 7 for a period of one year after we receive
  the initial notice of condemnation described in Section 11.3.2, or until the
  Condemnation occurs, whichever is longer. You will pay us Liquidated Damages
  equal to the average daily Royalties and Basic Reservation Charges for the one
  year period preceding the date of your condemnation notice to us multiplied
  by the number of days remaining in the one year notice period if the Condemnation
  is completed before the one year notice period expires. This payment will be
  made within 30 days after Condemnation is completed (when you close the Facility
  or you deliver it to the condemning authority). You will pay no Liquidated Damages
  if the Condemnation is completed after the one year notice period expires, but
  you must pay the fees set forth in Section 7 when due until Condemnation is
  completed.

13.   Your
  Duties At and After Termination.   When the License or this
  Agreement terminates for any reason whatsoever:

13.1  System
  Usage Ceases.   You will immediately stop using the System to
  operate and identify the Facility. You will remove all signage and other items
  bearing any Marks and follow the other steps detailed in the Territory System
  Standards Manual for changing the identification of the Facility. You will promptly
  paint over or remove the Facility’s distinctive System trade dress, color
  schemes and architectural features.

13.2       Other
  Duties.   You will pay all amounts owed to us under this Agreement
  within 10 days after termination. You will owe us Recurring Fees on Gross Room
  Revenues accruing while the Facility is identified as a “Days Inn”,
  including the Reservation System User Fees for so long as the Facility receives
  service from the Reservation System. We may immediately remove the Facility
  from the Reservation System and divert reservations as authorized in Section
  11.4. We shall have the right, but not the obligation, to purchase some or all
  of the Facility’s Mark-bearing FF&E and supplies at the lower of their
  cost or net book value, with the right to set off their aggregate purchase price
  against any sums then owed us by you.

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13.3  Advance
  Reservations.   The Facility will honor any advance reservations, including
  group bookings, made for the Facility prior to termination at the rates and
  on the terms established when the reservations are made and pay when due all
  related travel agent commissions.

13.4  Survival
  of Certain Provisions.   Sections 3.8 (as to audits, for 2 years after
  termination), 3.9 (as to information relating to the Term, for 2 years after
  termination), 3.13, 7 (as to amounts accruing through termination), 8, 11.4,
  12, 13, 15, 16 and 17 survive termination of the License and this Agreement,
  whether termination is initiated by you or us, even if termination is wrongful.

14. Your
  Representations and Warranties. You expressly represent and warrant
  to us as follows:

14.1  Quiet
  Enjoyment and Financing.   You own, or will own prior to commencing
  improvement, or lease, the Location and the Facility. You will be entitled to
  possession of the Location and the Facility during the entire Term without restrictions
  that would interfere with your performance under this Agreement, subject to
  the reasonable requirements of any financing secured by the Facility. You have,
  when you sign this Agreement, and will maintain during the Term, adequate financial
  liquidity and financial resources to perform you obligations under this Agreement.

14.2  This
  Transaction. Neither we nor any person acting on our behalf has made any
  oral or written representation or promise to you that is not written in this
  Agreement on which you are relying to enter into this Agreement. You release
  any claim against us or our agents based on any oral or written representation
  or promise not stated in this Agreement. You and the persons signing this Agreement
  for you have full power and authority and have been duly authorized, to enter
  into and perform or cause performance of your obligations under this Agreement.
  You have obtained all necessary approvals of your owners, Board of Directors
  and lenders. Your execution, delivery and performance of this Agreement will
  not violate, create a default under or breach of any charter, bylaws, agreement
  or other contract, license, permit, indebtedness, certificate, order, decree
  or security instrument to which you or any of your principal owners is a party
  or is subject or to which the Facility is subject. Neither you nor the Facility
  is the subject of any current or pending merger, sale, dissolution, receivership,
  bankruptcy, foreclosure, reorganization, insolvency, or similar action or proceeding
  on the date you execute this Agreement and was not within the three years preceding
  such date, except as disclosed in the Application. You will submit to us the
  documents about the Facility, you, your owners and your finances that we request
  in the License Application (or after our review of your initial submissions)
  before or within 30 days after you sign this Agreement.

14.3  No
  Misrepresentations or Implied Covenants.   All written information
  you submit to us about the Facility, you, your owners, any guarantor, or the
  finances of any such person or entity, was or will be at the time delivered
  and when you sign this Agreement, true, accurate and complete, and such information
  contains no misrepresentation of a material fact, and does not omit any material
  fact necessary to make the information disclosed not misleading under the circumstances.
  There are no express or implied covenants or warranties, oral or written, between
  we and you except as expressly stated in this Agreement.

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15.  
  Proprietary Rights.

15.1  Marks
  and System.   You will not acquire any interest in or right to use
  the System or Marks except under this Agreement. You will not apply for governmental
  registration of the Marks, or use the Marks or our corporate name in your legal
  name, but you may use a Mark for an assumed business or trade name filing. You
  will sign and return to us or to DIA or Global Services, as you are instructed,  any
  trademark license or registered user agreement that may be requested from you
  from time to time.

15.2  Inurements.
    All present and future distinguishing characteristics, improvements
  and additions to or associated with the System by us, you or others, and all
  present and future service marks, trademarks, copyrights, service mark and trademark
  registrations used and to be used as part of the System, and the associated
  good will, shall be the property of Global Services or DIA and will inure to
  their benefit. No good will shall attach to any secondary designator that you
  use.

15.3  Other
  Locations and Systems.   We and our affiliates, Global Services and
  DIA, and their respective affiliates, each reserve the right to own, in whole
  or in part, and manage, operate, use, lease, finance, sublease, franchise, license
  (as licensor or licensee), provide services to or joint venture (i) distinctive
  separate lodging or food and beverage marks and other intellectual property
  which are not part of the System, and to enter into separate agreements with
  you or others (for separate charges) for use of any such other marks or proprietary
  rights, (ii) other lodging, food and beverage facilities, or businesses, under
  the System utilizing modified Territory System Standards, and (iii) a Chain
  Facility at or for any location other than the Location. There are no territorial
  rights or agreements between the parties. You acknowledge that we are affiliated
  with or in the future may become affiliated with other lodging providers or
  franchise systems that operate under names or marks other than the Marks. We
  and our affiliates may use or benefit from common hardware, software, communications
  equipment and services and administrative systems for reservations, franchise
  application procedures or committees, marketing and advertising programs, personnel,
  central purchasing, approved supplier lists, franchise sales personnel (or independent
  franchise sales representatives), etc.

15.4  Confidential
  Information.   You will take all appropriate actions to preserve the
  confidentiality of all Confidential Information. Access to Confidential Information
  should be limited to persons who need the Confidential Information to perform
  their jobs and are subject to your general policy on maintaining confidentiality
  as a condition of employment or who have first signed a confidentiality agreement.
  You will not permit copying of Confidential Information (including, as to computer
  software, any translation, decompiling, decoding, modification or other alteration
  of the source code of such software). You will use Confidential Information
  only for the Facility and to perform under this Agreement. Upon termination
  (or earlier, as we may request), you shall return to us all originals and copies
  of the Territory System Standards Manual, policy statements and Confidential
  Information “fixed in any tangible medium of expression”. Your obligations
  under this subsection commence when you sign this Agreement and continue for
  trade secrets (including computer software we license to you) as long as they
  remain secret and for other Confidential Information, for as long as we continue
  to use the information in confidence, even if edited or revised, plus three
  years. We will respond promptly and in good faith to your inquiry about continued
  protection of any Confidential Information.

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15.5  Litigation.
    You will promptly notify us of (i) any adverse or infringing uses
  of the Marks (or names or symbols confusingly similar), Confidential Information
  or other System intellectual property, and (ii) or any threatened or pending
  litigation related to the System against (or naming as a party) you or us of
  which you become aware. We alone handle disputes with third parties concerning
  use of all or any part of the System. You will cooperate with our efforts to
  resolve these disputes. We need not initiate suit against imitators or infringers
  who do not have a material adverse impact on the Facility, or any other suit
  or proceeding to enforce or protect the System in a matter we do not believe
  to be material.

16.  
  Relationship of Parties.

16.1  Independence.
    You are an independent contractor.  You are not the legal representative
  or agent of Global Services, DIA or us, and you have no power to obligate any
  of those parties for any purpose whatsoever. We and you have a business relationship
  based entirely on and circumscribed by this Agreement. No partnership, joint
  venture, agency, fiduciary or employment relationship is intended or created
  by reason of this Agreement. You will exercise full and complete control over
  and have full responsibility for your contracts, daily operations, labor relations,
  employment practices and policies, including, but not limited to, the recruitment,
  selection, hiring, disciplining, firing, compensation, work rules and schedules
  of your employees.

16.2  Joint
  Status.   If you comprise two or more persons or entities (notwithstanding
  any agreement, arrangement or understanding between or among such persons or
  entities) the rights, privileges and benefits of this Agreement may only be
  exercised and enjoyed jointly. The liabilities and responsibilities under this
  Agreement will be the joint and several obligations of all such persons or entities.

17.  Legal
  Matters.

17.1  Partial
  Invalidity.   If all or any part of a provision of this Agreement violates
  any applicable Law, such provision or part will not be given effect. If all
  or any part of a provision of this Agreement is declared invalid or unenforceable,
  for any reason, or is not given effect by reason of the prior sentence, the
  remainder of the Agreement shall not be affected. However, if in our judgment
  the invalidity or ineffectiveness of such provision or part substantially impairs
  the value of this Agreement to us, then we may at any time terminate this Agreement
  by written notice to you without penalty or compensation owed by either party.

17.2  Waivers,
  Modifications and Approvals.   If we allow you to deviate from
  this Agreement, we may insist on strict compliance at any time after written
  notice. Our silence or inaction will not be or establish a waiver, consent,
  course of dealing, implied modification or estoppel. All modifications, waivers,
  approvals and consents of or under this Agreement by us must be in writing and
  signed by our authorized representative to be effective.

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17.3  Notices.
    Notices will be effective if in writing and delivered by facsimile
  transmission with confirmation original sent by registered mail, return receipt
  requested, to the appropriate party at its address stated below or as may be
  otherwise designated by notice. Notices shall be deemed given on the date delivered
  or date of attempted delivery, if refused.

Your name: 
          Hospitalia  S.p.a. - Attention:
  Mrs. Graziella Bortolazzi

  Your address:     Via Francesco Sforza 15,  20122 Milano,
  Italy 

  Your fax No.:      + 39 02 763 88 737 

Our Name:        
    Days Master Italia S.p.a. - Attention: Mr. Andrea Cesaretti

  Our Address:   
    Via Tripoli 185, 47900 Rimini, Italy

  Our Fax No:       
   + 39 02 700 423 481

17.4  Remedies.
    Remedies specified in this Agreement are cumulative and do not exclude
  any remedies available at law or in equity. The non-prevailing party will pay
  all costs and expenses, including reasonable attorneys’ fees, incurred
  by the prevailing party to enforce this Agreement or collect amounts owed under
  this Agreement

17.5  Miscellaneous.
    This Agreement will be governed by and construed under the laws
  of the Republic of Italy. This Agreement is exclusively for the benefit of the
  parties. There are no third party beneficiaries. No agreement between us and
  anyone else is for your benefit. The section headings in this Agreement are
  for convenience of reference only. We may unilaterally revise Schedule C under
  this Agreement. This Agreement, together with the exhibits and schedules attached,
  is the entire agreement (superseding all prior representations, agreements and
  understandings, oral or written) of the parties about the Facility.

17.6      Arbitration.   All
  controversies, disputes or claims arising in connection with, from or with respect
  to this Agreement, including those ones connected to its validity, interpretation,
  compliance and termination, shall be submitted for arbitration to a sole arbitrator
  jointly appointed by you and us or, in case of disagreement about the designation
  of the arbitrator, by the President of the Court of Rimini. The
  arbitrator shall judge the settlement under terms and procedures of Italian
  law under the rules of the paragraph
  806 and following of the Italian c.p.c..  The
  fee of the arbitrator shall be those minimum provided by the arbitrator’s
  professional association. T he arbitration
  proceeding shall have to be conducted in Rimini, Italy.

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17.7 
  Relationship To Master License.

17.7.1  We
  have the authority to enter into this Days Inn System License Agreement with
  you because we are the Master Licensee for the Territory under the terms of
  a Master License Agreement (the “Master License Agreement”) dated
  as of  June 1, 2000, between Global Services and us. We are also the
  licensee under a Trademark License Agreement between DIA and us, dated the same
  date. These Agreements give us the authority to franchise the Days Inn System
  in the Territory. Under the Master License Agreement, Global Services has the
  right to disapprove sites for Chain Facilities, disapprove plans and specifications
  for new construction Chain Facilities or renovation plans and improvements for
  conversion Chain Facilities, inspect Chain Facilities before opening and require
  improvements to be made before opening is authorized, change or modify the delivery
  of Reservation System Services, create and operate international marketing funds
  and provide the Directory, modify System Standards for all Chain Facilities,
  which will cause potential changes in the Territory System Standards that apply
  to the Facility and to you, create, modify and terminate Marks that you will
  be authorized to use, require you to sign authorized or registered user instruments
  or agreements and have the same recorded with appropriate government authorities,
  create and distribute confidential information, approve any changes to the form
  of License Agreement we use for Days Inn System franchises, require that we
  take action against defaulting licensees of Chain Facilities, cause us to demand
  compliance with all Territory System Standards, suspend reservation service
  to any Chain Facility in default under its License Agreement, restrict our ability
  to formulate modifications of this Agreement or enter into workout and forbearance
  agreements with licensees, require us to cause each Chain Facility to be equipped
  with a battery operated or hard-wired smoke and fire alarm system and secure
  guest room locking and building access systems and otherwise perform in accordance
  with the Master License Agreement. Global Services and its agents shall have
  right at any time during regular business hours to inspect the Facility jointly
  with our employees or agents, and to audit your books and records.

17.7.2
  At the option of Global
  Services, it may acquire our rights under this Agreement if the Master License
  Agreement terminates, in which case it would assume our obligations to provide
  services to you under this Agreement and perform in our place. You agree that
  if that occurs, you will continue to perform under this Agreement and will honor
  all of its terms, covenants and conditions. If you are notified that this Agreement
  has been assumed by Global Services or its designee, you will promptly provide
  Global Services or the designee, at the address it gives you for communications,
  copies of all written modifications and agreements signed by both we and you
  for the effective performance of either party under this Agreement. No agreements
  or modifications not in writing and signed by both parties will be effective
  to modify the terms of this Agreement if it is assumed by Global Services or
  its designee. If we terminate the Master License Agreement because Global Services
  does not perform, Global Services or its designee will assume our obligations
  under this Agreement as franchisor. If you do not approve of the designee of
  Global Services for any reason, you may terminate this Agreement without penalty
  or payment of Liquidated Damages and giving written notice to Global Services
  that must be given within 30 days after you are notified by Global Services
  of the designee that it has assumed our obligations under this Agreement. Any
  amounts owed by us to you accruing from before any assumption of this Agreement
  by Global Services or its designee will be our responsibility and not the responsibility
  of Global Services.

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IN WITNESS WHEREOF,
  the parties have executed this Agreement as of the date first stated above.

WE:

  Days Master Italia
  S.p.a.



	By:          /s/
      Andrea Cesaretti	 	Attest:_______________________
	Title:       President	 	Assistant Secretary
	 	 	 
	 	 	 
	YOU, as licensee:	 	 
	Hospitalia S.p.a.	 	 
	 	 	 
	 	 	 
	By:          /s/
      Graziella Bortolazzi	 	«Attest»:_______________________
	               Graziella
      Bortolazzi  	 	               Assistant
      Secretary
	Title:     
      CEO	 	 


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APPENDIX
  A

DEFINITIONS

Agreement
  means this License Agreement.

Application
  Fee means the fee you pay when you submit your Application under Section
  6.

Approved Plans
  means your plans and specifications for constructing or improving the Facility
  initially or after opening, as approved by us under Section 3.

Casualty
  means destruction or significant damage to the Facility by act of God or other
  event beyond your reasonable anticipation and control.

Chain means
  the network of Chain Facilities worldwide.

Chain Facility
  means a lodging facility we own, lease, manage, operate or authorize another
  party to operate using the System and identified by the Marks in the Territory.

Condemnation
  means the taking of the Facility for public use by a government or public agency
  legally authorized to do so, permanently or temporarily, or the taking of such
  a substantial portion of the Facility that continued operation in accordance
  with the Territory System Standards, or with adequate parking facilities, is
  commercially impractical, or if the Facility or a substantial portion is sold
  to the condemning authority in lieu of condemnation.

Conference
  Fee means the fee we charge for your attendance at a conference for Chain
  Facilities and their licensees when and if held, or the fee charged by DIA for
  the Days Inn Chain conference .

Confidential
  Information means any trade secrets we own or protect and other proprietary
  information not generally known to the lodging industry including confidential
  portions of the Territory System Standards Manual or information we otherwise
  impart to you and your representatives in confidence. Confidential Information
  includes the “Standards of Operation and Design Manual” and all other
  Territory System Standards manuals and documentation, including those on the
  subjects of employee relations, finance and administration, field operation,
  purchasing and marketing, the Reservation System software and applications software.

Days Inn Facilities
  means all facilities authorized to operate under the Days Inn System worldwide.

Design Standards
  mean standards specified in the Territory System Standards Manual from time
  to time for design, construction, renovation, modification and improvement of
  new or existing Chain Facilities, including all aspects of facility design,
  number of rooms, rooms mix and configuration, construction materials, workmanship,
  finishes, electrical, mechanical, structural, plumbing, HVAC, utilities, access,
  life safety, parking, systems, landscaping, amenities, interior design and decor
  and the like for a Chain Facility.

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  DIA means Days Inns of America, Inc., its successors and assigns.

Directory
  means the general purpose directory DIA publishes listing the names and addresses
  of Days Inn Facilities.

Effective Date
  means the date we insert in the Preamble of this Agreement after we sign it.

Equity Interests
  shall include, without limitation, all forms of equity ownership of you, including
  voting stock interests, partnership interests, limited liability company membership
  or ownership interests, joint and tenancy interests, the proprietorship interest,
  trust beneficiary interests and all options, warrants, and instruments convertible
  into such other equity interests.

Equity Transfer
  means any transaction in which your owners or you sell, assign, transfer, convey,
  pledge, or suffer or permit the transfer or assignment of, any percentage of
  your Equity Interests that will result in a change in control of you to persons
  other than those disclosed on Schedule B, as in effect prior to the transaction.
  Unless there are contractual modifications to your owners’ rights, an Equity
  Transfer of a corporation or limited liability company occurs when either majority
  voting rights or beneficial ownership of more than 50% of the Equity Interests
  changes. An Equity Transfer of a partnership occurs when a newly admitted partner
  will be the managing, sole or controlling general partner, directly or indirectly
  through a change in control of the Equity Interests of an entity general partner.
  An Equity Transfer of a trust occurs when either a new trustee with sole investment
  power is substituted for an existing trustee, or a majority of the beneficiaries
  convey their beneficial interests to persons other than the beneficiaries existing
  on the Effective Date. An Equity Transfer does not occur when the Equity
  Interest ownership among the owners of Equity Interests on the Effective Date
  changes without the admission of new Equity Interest owners.  An Equity
  Transfer occurs when you merge, consolidate or issue additional Equity Interests
  in a transaction which would have the effect of diluting the voting rights or
  beneficial ownership of your owners’ combined Equity Interests in the surviving
  entity to less than a majority.

Facility
  means the Location, together with all improvements, buildings, common areas,
  structures, appurtenances, facilities, entry/exit rights, parking, amenities,
  FF&E and related rights, privileges and properties existing at the Location
  on the Effective Date or afterwards.

FF&E
  means furniture, fixtures and equipment.

FF&E Standards
  means standards specified in the Territory System Standards Manual for FF&E
  and supplies to be utilized in a Chain Facility.

Food and Beverage
  means any restaurant, catering, bar/lounge, entertainment, room service, retail
  food or beverage operation, continental breakfast, food or beverage concessions
  and similar services offered at the Facility.

Global Services
  means Cendant Global Services B.V., its successors and assigns.

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Gross Room
  Revenues   means gross revenues attributable to or payable for rentals
  of guest rooms at the Facility, including all credit transactions, whether or
  not collected, but excluding separate charges to guests for Food and Beverage,
  room service, telephone charges, key forfeitures and entertainment; vending
  machine receipts; and federal, state and local sales, occupancy and use taxes.

Improvement
  Obligation means your obligation to either (i) renovate and upgrade the
  Facility, or (ii) construct and complete the Facility, in accordance with the
  Approved Plans and Territory System Standards, as described in Section 3.

Indemnitees
  means us, our direct and indirect parent, subsidiary and sister corporations,
  Cendant Corporation, Cendant Finance Holding Corporation, Cendant Global Services,
  Inc., Cendant Global Services B.V., DIA and the respective officers, directors,
  shareholders, employees, agents and contractors, and the successors, assigns,
  personal representatives, heirs and legatees of all such persons or entities.

Initial Fee
  means the fee you are to pay for signing this Agreement as stated in Section
  6.1.

License
  means the non-exclusive license to operate the type of Chain Facility described
  in Schedule B only at the Location, using the System and the Mark we designate
  in Section 1.

License Year
  means the one-year period beginning on the Opening Date and each subsequent
  anniversary of the Opening Date and ending on the day preceding the next anniversary
  of the Opening Date.

Liquidated
  Damages means the amounts payable under Section 12, set by the parties because
  actual damages will be difficult or impossible to ascertain on the Effective
  Date and the amount is a reasonable pre-estimate of the damages that will be
  incurred and is not a penalty.

Location
  means the parcel of land and building situated at Via Monte del Re 43, Dozza
  (Italy), as more fully described in Schedule A.

Losses and
  Expenses means all payments or obligations to make payments either (i) to
  or for third party claimants by any and all Indemnitees, including guest refunds,
  or (ii) incurred by any and all Indemnitees to investigate, respond to or defend
  a matter, including without limitation investigation and trial charges, costs
  and expenses, attorneys’ fees, experts’ fees, court costs, settlement
  amounts, judgments and costs of collection.

Maintenance
  Standards means the standards specified from time to time in the Territory
  System Standards Manual for repair, refurbishment and replacement of FF&E,
  finishes, decor, and other capital items and design materials in Chain Facilities.

Marks means,
  collectively (i) the service marks associated with the System published in the
  Territory System Standards Manual from time to time including, but not limited
  to, the name, design and logo for “Days Inn” and other marks (U.S.
  Reg. Nos.: 1,160,430; 1,160,431; 1,420,612; 1,469,518; and 1,003,834) [local
  registration information] and (ii) trademarks, trade names, trade dress, logos
  and derivations, and associated good will and related intellectual property
  interests.

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Marks Standards means
  standards specified in the Territory System Standards Manual for interior and
  exterior Mark-bearing signage, advertising materials, china, linens, utensils,
  glassware, uniforms, stationery, supplies, and other items, and the use of such
  items at the Facility or elsewhere.

Minor Renovation
  means the repairs, refurbishing, repainting, and other redecorating of the interior,
  exterior, guest rooms, public areas and grounds of the Facility and replacements
  of FF&E we may require you to perform under Section 3.16.

Minor Renovation
  Ceiling Amount means € 1,500.00 (one thousand five hundreds /00) per
  guest room.

Minor Renovation
  Notice means the written notice from us to you specifying the Minor Renovation
  to be performed and the dates for commencement and completion given under Section
  3.16.

Opening Date
  means the date on which we authorize you to open the Facility for business identified
  by the Marks and using the System.

Operations
  Standards means standards specified in the Territory System Standards Manual
  for cleanliness, housekeeping, general maintenance, repairs, concession types,
  food and beverage service, vending machines, uniforms, staffing, employee training,
  guest services, guest comfort and other aspects of lodging operations.

Permitted Transferee
  means (i) any entity, natural person(s) or trust receiving from the personal
  representative of an owner any or all of the owner’s Equity Interests upon
  the death of the owner, if no consideration is paid by the transferee  or
  (ii) the spouse or adult issue of the transferor, if the Equity Interest transfer
  is accomplished without consideration or payment, or (iii) any natural person
  or trust receiving an Equity Interest if the transfer is from a guardian or
  conservator appointed for an incapacitated or incompetent transferor.

Punch List
  means the list of upgrades and improvements, that we deliver to you in a form
  substantially similar to that attached as part of Schedule B, which you are
  required to complete under Section 3.

Recurring Fees
  means fees paid to us on a periodic basis, including without limitation, Royalties,
  Reservation System User Fees, and other reservation fees and charges as stated
  in Section 7.

Relicense Fee
  means the fee your transferee or you pay to us under Section 7 when a Transfer
  occurs.

Reservation
  System User Fees means the fees you pay to us, Global Services or DIA under
  Section 7 and Schedule C for reservation services, including the Basic Reservation
  Charge and any other fees we charge for services provided by or through the
  Reservation System.

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Reservation
  System   or “Central Reservation System” means the system
  for offering to interested parties, booking and communicating guest room reservations
  for Chain Facilities described in Section 4.2.

Rooms Addition
  Fee means the fee we charge you for adding guest rooms to the Facility.

Royalty
  means the monthly fee you pay to us for use of the System under Section 7.1.
  “Royalties” means the aggregate of all amounts owed as a Royalty.

System
  means the comprehensive system for providing guest lodging facility services
  under the Marks as we, Global Services or DIA may specify which at present includes
  only the following:  (a) the Marks; (b) other intellectual property,
  including Confidential Information, Territory System Standards Manual and know-how;
  (c) marketing, advertising, publicity and other promotional materials and programs;
  (d) Territory System Standards; (e) training programs and materials; (f) quality
  assurance inspection and scoring programs; and (g) the Reservation System.

Technology
  Standards means standards specified in the Territory System Standards Manual
  for local and long distance telephone communications services, telephone, telecopy
  and other communications systems, point of sale terminals and computer hardware
  and software for various applications, including, but not limited to, front
  desk, rooms management, records maintenance, marketing data, accounting, budgeting
  and interfaces with the Reservation System to be maintained at the Chain Facilities.

Term means
  the period of time during which this Agreement shall be in effect, as stated
  in Section 5.

Termination
  means a termination of the License under Sections 11.1 or 11.2 or your termination
  of the License or this Agreement.

Territory
  means the Republic of Italy, the Republic of San Marino and Vatican City, the
  area in which we are licensed by Global Services to grant System licenses.

Territory System
  Standards means the standards for the participating in the System published
  in the Territory System Standards Manual, including but not limited to Design
  Standards, FF&E Standards, Marks Standards, Operations Standards, Technology
  Standards and Maintenance Standards and any other standards, policies, rules
  and procedures we promulgate about System operation and usage.

Territory System
  Standards Manual means the Standards of Operation and Design Manual and
  any other manual we publish or distribute specifying the Territory System Standards.

Transfer
  means (1) an Equity Transfer, (2) you assign, pledge, transfer, delegate or
  grant a security interest in all or any of your rights, benefits and obligations
  under this Agreement, as security or otherwise without our consent as specified
  in Section 9, (3) you assign (other than as collateral security for financing
  the Facility) your leasehold interest in (if any), lease or sublease all or
  any part of the Facility to any third party, (4) you engage in the sale, conveyance,
  transfer, or donation of your right, title and interest in and to the Facility,
  (5) your lender or secured party forecloses on or takes possession of your interest
  in the Facility, directly or indirectly, or (6) a receiver or trustee is appointed
  for the Facility or your assets, including the Facility. A Transfer does not
  occur when you pledge or encumber the Facility to finance its acquisition or
  improvement, you refinance it, or you engage in a Permitted Transferee transaction.

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“You”
  and “Your” means and refers to the party named as licensee identified
  in the first paragraph of this Agreement and its Permitted Transferees.

“We”,
  “Our” and “Us” means and refers to Days Master Italia
  S.p.a., an Italian company with liability limited by stock, its successors and
  assigns.

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SCHEDULE
  A

(Description
  of Facility)

Address:

  Via Monte del Re,
  43 - 40050 (BO)  Dozza – Italy.

  Rooms

  6 - Junior Suites
  with jacuzzi bathroom

  10 - Twin bedded rooms

  18 - king size

  4 - single rooms with
  french bed.

  All the rooms are furnished
  in style, with a panoramic view and are equipped with the following comforts:
  air conditioning, telephone, minibar, tv color satellite and wire radio.

  Restaurant:

  Offers a cuisine
  which tends to re-discover the ancient flavours of the culinary traditions of
  Emilia Romagna, national and international, with a touch of creativeness of
  the gourmet wines. Rooms:

  Garden e Swimming-pool

  Conference Center:

  The congress centre,
  made out of the nave of the ancient church, can seat up 200 people and is provided
  with the most important basic audio-visual equipment. For smaller meeting or
  workshops, the hotel also has more secluded rooms.

  “Church”:
  Can seat up to 200 people in theatre style or 60 people in horseshoe style.

  Bar: Can seat up to
  60 people in theatre style or 35 people in horseshoe style.

  Sagrestia: Can seat
  up to 35/40 people in theatre style or 20 people in horseshoe style.

  Cenacolo: Can seat
  up to 30 people in theatre style or 15 people in horseshoe style.

  Library: Can seat up
  to 10 people arround a single table

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SCHEDULE
  B

PART I:               
  YOUR OWNERS:

	Name	Ownership
      Percentage	 	Type of Equity
      Interest
	Bezzi Lidiana	26,10%	 	VotingStock Interest
	Cesaretti Alice	20,94%	 	Voting Stock Interest
	Cesaretti Andrea	20,94%	 	Voting Stock Interest
	Bortolazzi Graziella	1,04%	 	Voting Stock Interest
	H2B Capital Limited,
      London	30,96%	 	Voting Stock Interest
	Meschia Andrea	0,02%	 	Voting Stock Interest
	 	
	 	 
	Total	100,00%	 	 
	 	
	 	 


PART II:               
  THE FACILITY:

                               
  Primary designation of Facility: Days Inn Resort & Conference Center

                               
  Number of approved guest rooms: 38

                               
  Parking facilities (number of spaces, description): 60

	PART III:	DESCRIPTION AND SCHEDULE
      OF RENOVATIONS TO BE 
      COMPLETED AS THE IMPROVEMENT OBLIGATION :


[Punch List
  attached as Schedule D]

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SCHEDULE
  C

RESERVATION
  SYSTEM USER FEES

  PROPERTY TO
  PROPERTY INCENTIVE PROGRAM

  May 1998

                The
  Basic Reservation Charge is equal to (i) One Percent (1.0%) of Gross Room Revenues.
  These amounts are subject to adjustment every three years beginning in 2000
  for changes in the cost of living in the United States..

                The
  GDS Fee described in Section 7 is €4.50 per gross reservation communicated
  through the Global Distribution System and €3.50 per gross reservation
  booked through the Internet. The travel agent commission described in Section
  7 is 10% of the Gross Room Revenues generated by each reservation originated
  by the agent. The general sales agent commission (also known as international
  sales office commission) and the “property to property” incentive
  program sales commission payable to another Days Inn Facility licensee, is 5%
  of the Gross Room Revenues generated by each reservation originated in an area
  served by a general sales agent/international sales office or by the other Days
  Inn Facility.

                If  the
  number of guest complaints per 1,000 occupied roomnights about you or the Facility
  in a calendar year exceed the “Annual Facility Allotment” we establish
  with the approval of the Board of Directors of the Days Inn Franchisee Advisory
  Association, Inc., you will be charged a “First Assessment” of US$10.00
  for each additional complaint received during that year. You will be contacted
  when the complaint is received and you will be responsible to resolve the complaint
  to the satisfaction of the guest. If any complaint for which you have received
  a First Assessment is not resolved to the satisfaction of the complaining guest
  within 30 days after referral to you and the guest contacts us again to seek
  resolution, you will be charged a “Second Assessment” of US$25.00,
  plus the costs we incur to settle the matter with the guest. The Annual Facility
  Allotment will be not less than the average number of guest complaints received
  by us for all Chain Facilities during the preceding calendar year per 1,000
  occupied roomnights. You will be informed of your Annual Facility Allotment
  when it is established. The amounts of the First and Second Assessments may
  be changed on a Chain-wide basis at any time upon 60 days advance notice, with
  the approval of the Board.

                We
  reserve the right to increase or modify the Basic Reservation Charge and any
  other Reservation System User Fees for all Chain Facilities and to add other
  fees and charges for new services, at our sole discretion as to amount or formula
  from time to time but with at least 30 days prior written notice, to reflect
  changes in our fully allocated costs of providing Reservation System-related
  services, and to add, drop or modify the types of reservation services offered.

                You
  will receive an incentive commission equal to 5% of the Gross Room Revenues
  generated by a reservation originated through the Facility’s Reservation
  System terminal. We may establish rules and procedures for this program in the
  Manuals. Your incentive commissions are payable monthly in arrears. We may use
  your incentive commission payments to offset amounts you owe us for Recurring
  Fees and other charges, or owe our Affiliates for other fees and charges.

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SCHEDULE
  D

PUNCH LIST

 

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