Exhibit 10.5
	 	 
	 	Location: Rimini, Italy

      Unit No.: 14762


DAYS INN
  SYSTEM

  LICENSE AGREEMENT

                THIS
  LICENSE AGREEMENT (“Agreement”), dated July 10th, 2003, 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 select and acquire
  the Location and acquire, equip and supply the Facility in accordance with Territory
  System Standards.

          
  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 thirty (30) days after the Effective Date. 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 ninety (90) days after the Effective Date. 

         
  All renovations will comply
  with Territory System Standards, any Approved Plans and any Punch List attached
  to this Agreement.

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

         
  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.

License Agreement
  - 1





          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.

License Agreement
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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.

License Agreement
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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.

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. 

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 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 € 9,400.00 (nine thousands
four hundreds /00) plus VAT, when you sign this Agreement, which is fully earned when we sign this
Agreement.

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 one-half percent (1.5 %) 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 in Section 9.6. Transactions involving Equity
  Interests that are not Equity Transfers do not require our consent and are not
  Transfers.

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.

License Agreement
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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.

License Agreement
  - 11






  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.

License Agreement
  - 12






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.

License Agreement
  - 13






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.

License Agreement
  - 14






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.

License Agreement
  - 15






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.

License Agreement
  - 16






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. The arbitration proceeding shall have to be conducted
  in Rimini, Italy.

License Agreement
  - 17






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.

License Agreement
  - 18






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

WE:

  Days Master Italia
  S.p.a.

  /s/ Andrea Cesaretti

  Title: President                                                                                                                
  

 YOU, as
  licensee:

  Hospitalia S.p.a.

 /s/ Graziella
  Bortolazzi

  Title: CEO

License Agreement
  - 19






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.

License Agreement
  - 20






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.

License Agreement
  - 21






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 situated at Via Regina Elena 171, Rimini (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.

License Agreement
  - 22






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 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.

License Agreement
  - 23





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.

License Agreement
  - 24





“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. 

License Agreement
  - 25





SCHEDULE
  A

(Legal Description
  of Facility)

Immobile ad uso
  albergo in Comune di Rimini, Viale Regina Elena 171 distinto al NCEU di detto
  Comune al foglio 88 (ottantotto), particella 470 (quattrocentosettanta) sub
  5 (cinque), Viale Regina Elena n. 171, piano S1 -T-1-2-3-4, zona censuaria 2,
  categoria D/2, confinante con Viale Regina Elena, Cesaretti, Hotel Consul, salvo
  altri, con la proporzionale quota di comproprietà sulle parti e servizi
  comuni dell’ intero stabile, tali per legge o per destinazione, nonché
  sull’annessa area coperta e scoperta pertinenziale distinta al catasto
  terreni di detto Comune al foglio 88 particella 256 della superficie catastale
  di metri 548 (cinquecentoquarantotto).

License Agreement
  - 26





SCHEDULE
  B

	PART I: 	YOUR OWNERS:
	 	 



	 	
      Name	 	 Ownership
      Percentage	 	 Type
      of Equity Interest
	 	
	 	
	 	

	 	 Bezzi
      Lidiana	 	 26,10	%	 Voting Stock
      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
	 	 
	 	Number of
      approved guest rooms: 47
	 	 
	 	Parking facilities
      (number of spaces, description): 30
	 	 
	 	Other amenities,
      services and facilities: air conditioning, central heating, satellite television
      in room, coffee lounge, roof garden with solarium, beauty room with sauna, hairdressing
      salon.
	 	 
	PART III:	DESCRIPTION
      AND SCHEDULE OF RENOVATIONS TO BE

      COMPLETED AS THE IMPROVEMENT OBLIGATION :



[Punch List
  attached as Schedule D]


License Agreement
  - 27





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.

License Agreement
  - 28





SCHEDULE
  D

PUNCH LIST

	 	AREA
      	 	ITEM
      	 	NOTES
      	 	2B

      Completed	 
	 	
	 	
	 	
	 	
	 
	1	EXTERIOR	 	SIGNAGE	 	Signage
      must be provided to direct guests away from the construction area during
      conversion operations.	 	ü	 
	 	 	 	
	2	EXTERIOR	 	SIGNAGE	 	Days Inn
      exterior signage must be purchased from a vendor approved in advance by
      the franchisor.	 	ü	 
	 	 	 	
	3	EXTERIOR	 	SIGNAGE	 	All existing
      signage making reference to other brands  (building, high-rise, channel
      letters, billboard, etc) must be removed.

      Modifications are not allowed. 	 	ü	 
	 	 	 	
	4	EXTERIOR	 	DIRECTIONAL
      

      SIGNS	 	Directional
      signage assisting guests in accessing the property lobby, rooms and other
      facilities like ice machines and vending areas must be provided.	 	31
      Mar. 2004	 
	 	 	 	 
	5	EXTERIOR	 	BUILDING

      UPGRADE	 	CRP
      is needed.	 	ü	 
	 	 
	6	EXTERIOR	 	SWIMMING
      POOL	 	If a swimming
      pool is on premises, fencing, furnishings, safety equipments , signage ,
      non-slip surface deck with minimum 4 umbrella tables and 16 chairsmust be
      provided . Diving boards and slides prohibited.	 	Ñ	 
	 	 
	7	EXTERIOR	 	DUMPSTER	 	Dumpster
      enclosure to conceal from guests’ view must be constructed.

      They must be top closed to avoid odor or insect nuisance.	 	ü	 


License Agreement
  - 29




	 	AREA
      	 	ITEM
      	 	NOTES
      	 	2B

      Completed	 
	 	
	 	
	 	
	 	
	 
	8
	 EXTERIOR
	 
	ADVERTISING
	 
	 All
        publicity, advertising, signage or similar material on or about the premises
        of the property must relate directly to the Days Inn Standards.
	 	ü	 
	 	 	 	 	 	 	 	 	 
	9
	EXTERIOR
	 
	ADVERTISING
	 
	 Use
        of brochures that advertise the hotels of the same management company/owner
        is allowed.
	 	ü	 
	 	 	 	 	 	 	 	 	 
	10
	 EXTERIOR
	 
	ADVERTISING
	 
	 Use
        of the word “NEW” is limited to new construction properties
        only. It should be removed from advertising after the first two years
        of operation.
	 	ü	 
	 	 	 	 	 	 	 	 	 
	11
	 EXTERIOR
	 
	ADVERTISING
	 
	 All
        signages are required to have registered trademark symbol R”.
	 	ü	 
	
	 
	
	 

	12
	EXTERIOR
	 
	ADVERTISING
	 
	 Use
        of the words “newly remodelled”. “new rooms” , “5
        sunburst” etc. is acceptable.
	 	ü	 
	
	 

	13
	EXTERIOR
	 
	BILLBOARDS
	 
	 Currently,
        red backgrounds only are acceptable. 
	 	ü	 
	
	 

	14
	EXTERIOR
	 
	BILLBOARDS
	 
	 Billboard
        can not “leapfrog” other properties. 
	 	ü	 
	
	
	
	
	
	 
	 	 	 
	15
	EXTERIOR
	
	STORAGE
	
	 Storage
        of goods must be organized and not visible or accessible to guest. No
        flammable materials or compounds may be stored in rooms, which share a
        common wall with an inn room.
	 	ü	 
	
	
	
	
	
	 
	 	 	 
	16
	 PUBLIC

        AREAS
        
	
	PLAY

        GROUND 

        
	
	 Emphasis
        should be placed upon safety and attractiveness. Playgrounds are not required.
	 	ü	 



License Agreement
  - 30




	 	AREA
      	 	ITEM
      	 	NOTES
      	 	2B

      Completed	 
	 	
	 	
	 	
	 	
	 
	17	 PUBLIC
      AREAS	 	 ELEVATOR

      SIGNAGE	 	
      Signs stating that in case of fire guests should use stairwells, must be
      posted on every floor near elevator entrance.	 	ü	 
	 	 	 	 
	18	 PUBLIC
      AREAS	 	ENTRANCE
      

      DOORS 	 	Each entry
      door is required to have Electronic magnetic strip lock sets with a secondary
      locking device to be a chain or loop lock. 	 	ü	 
	 	 	 	 
	19	 PUBLIC
      AREAS	 	 TWO
      PRIMARY

      DOORS	 	If property
      has 2 primary entrance doors, they are required to have approved electronic
      locks on both entrance doors. 	 	 31
      Mar. 2004	 
	 	 	 	 
	20	 PUBLIC
      AREAS	 	 RESTAURANT	 	Restaurants
      are not required at any Days Inn, however if the restaurant symbol is used
      in the directory it should be active during the advertised hours (minimum
      of four hours for AM and four hours for PM). 	 	ü	 
	 	 	 	 
	21	 PUBLIC
      AREAS	 	 LAUNDRY	 	The following
      requirements are to be met: visibility to the guests, proper condition of
      walls, ceiling, and floor, good condition and cleanliness of equipment (excessive
      lint in dryers is a fire hazard), proper lost and found records and storage,
      first aid kit, fire extinguisher, adequate ventilation.	 	ü	 
	 	 
	22	PUBLIC
      

      AREAS	 	 PUBLIC

      RESTROOMS 	 	A restroom
      must be available for public use. Bar soap is not permitted, dispensed soap,
      and covered trashcan are required. Light fixtures must have decorative covers.
      Cleanliness and maintenance should be emphasized. Paper towel or blow dryer
      required. 	 	ü	 



License Agreement
  - 31




	 	AREA
      	 	ITEM
      	 	NOTES
      	 	2B

      Completed	 
	 	
	 	
	 	
	 	
	 
	23	PUBLIC
      

      AREAS 	 	 ICE
      MACHINE	 	250
      lbs. required per 60 rooms; conveniently located and accessible 24 hours.
      Pay ice is prohibited.	 	ü	 
	 	 	 	 	 	 	 	 	 
	24	PUBLIC
      

      AREAS	 	 VENDING

      MACHINE	 	At least
      one soda machine is required. Snack machine is recommended but not required.	 	 31
      Mar. 2004	 
	 	 	 	 	 	 	 	 	 
	25	GUESTROOM	 	 ENTRANCE

      DOOR

      SIGNAGE

      	 	The following
      information must be typed and posted on the back of the entrance door:

              *Hotel law 

              *Current room rates

              *Check out time

              *Fire evacuation plan

          (interior corridor properties only) .

      	 	ü	 
	 	 	 	 	 	 	 	 	 
	26	 GUESTROOM	 	 BED	 	Each permanent
      bed must have a headboard. The width of the headboard must be compatible
      with the mattress unit. Vinyl upholstered headboards or coverings are not
      permitted .	 	ü	 
	 	 	 	 
	27	GUESTROOM	 	 BED
      AND FRAME	 	Foam bedding
      is not acceptable (unsanitary) The bed must be quilted and coordinate with
      guest room furnishings.	 	ü	 
	 	 	 	 
	28	GUESTROOM	 	 CARPET	 	Carpet
      must be wall to wall and coordinate with room decor ,28 oz cut pile min.
      specifications. Any variation (shag, sculptured, commercial grade) from
      the requirement for cut pile carpet is not acceptable.	 	ü	 
	 	 	 	 
	29	GUESTROOM	 	 CEILINGS	 	Room ceilings
      should be white; smooth or stippled. 	 	ü	 



License Agreement
  - 32




	 	AREA
      	 	ITEM
      	 	NOTES
      	 	2B

      Completed	 
	 	
	 	
	 	
	 	
	 
	30	 GUESTROOM	 	 CHAIRS	 	Two
      matching armchairs or one sofa are required. Vinyl is unacceptable. 	 	ü	 
	 	 	 	 	 	 	 	 	 
	31	 GUESTROOM	 	 CREDENZA	 	One freestanding
      dresser with two-drawer minimum. Triplex units and wall-hung casegoods are
      prohibited.	 	ü	 
	 	 	 	 	 	 	 	 	 
	32	 GUESTROOM	 	CHANNEL
      ID

      CARD	 	A Channel
      ID Card must list all major channels that are available and always received
      clearly and must be freestanding or affixed to remote control.

      	 	ü	 
	 	 	 	 
	33	 GUESTROOM	 	 CLOSET
      AREA	 	One closet
      per guestroom, including shelf (bars acceptable) minimum of six hangers
      required. Wire hangers are not acceptable. 3 coat hangers and 3 skirt hangers
      are required.	 	ü	 
	 	 	 	 
	34 	 GUESTROOM	 	CUPS	 	3 logo’d
      cellophane wrapped cups are required per guestroom. Glass glasses are acceptable
      provided they are wrapped or have caps.	 	ü	 
	 	 
	35	GUESTROOM	 	COMMENT

      CARD	 	One logo’d
      comment card is required per guestroom. Comment cards should have property
      or Management Company’s address imprinted on the back. President’s
      signature must be current.	 	ü	 
	 	 
	36	 GUESTROOM	 	 CLOCK
      RADIO	 	Each room
      must have an am/fm clock radio. (also available in Telephone and TV).	 	 31
      Mar. 2004	 



License Agreement
  - 33




	 	AREA
      	 	ITEM
      	 	NOTES
      	 	2B

      Completed	 
	 	
	 	
	 	
	 	
	 
	37	GUESTROOM	 	DAYS
      INN 

      SERVICE 

      COMMITMENT	 	Effective
      May 1, 1999 the “Days Inn Service Commitment Letter”must be provided
      in each guestroom. The letter must be on original Days Inn letterhead and
      be placed in clear view of the guest checking into the room (on credenza).
      	 	31
      Dec. 2003	 
	 	 	 	 	 	 	 	 
	38	GUESTROOM	 	DAYS
      INN 

      BUSINESS

      PLACE

      (WORK ZONE)	 	High
      intensity lighting, desk lamp, easily accessible dataports and electrical
      outlets, large work area , chair and phone with clock radio are provided.
      	 	ü	 
	 	 	 	 	 	 	 	 
	39	GUESTROOM	 	DAYS
      INN

      BUSINESS 

      PLACE	 	Business
      Place Property must be certified before it can be listed/advertised .	 	31
      dec. 2003	 
	 	 	 	 	 	 	 	 
	40	GUESTROOM	 	DND
      CARD	 	One
      logo’d Do Not Disturb card is required in each room.	 	Ñ

      Intelligent 

      Rooming

      is provided.	 
	 	 	 	 	 	 	 	 
	41	GUESTROOM	 	DOORS	 	All
      doors (except bathroom, which can be hollow core, if they meet state and
      local codes) must be of solid core construction. Must be sound stripped
      minimum 20-minute rating or greater if required by jurisdictional codes.	 	ü	 
	 	 	 	 	 	 	 	 
	42	GUESTROOM	 	DRAPES	 	Drapes
      must include blackouts and be flame retardant. The minimum standard is one-tier,
      blackout-lined drapes.	 	ü	 
	 	 	 	 	 	 	 	 
	43	GUESTROOM	 	FACIAL
      TISSUE	 	One
      box of facial tissue per guestroom. Travel packets with Days Inn logo is
      acceptable.	 	ü	 
	 	 	 	 	 	 	 	 
	44	GUESTROOM	 	HAIR
      DRYER	 	Each
      room must have a wall mounted hair dryer.	 	ü	 



License Agreement
  - 34




	 	AREA
      	 	ITEM
      	 	NOTES
      	 	2B

      Completed	 
	 	
	 	
	 	
	 	
	 
	45	GUESTROOM	 	HANDICAPPED
      ROOM	 	If
      Handicapped facilities are advertised in the directory then they should
      conform to the Planning & Design Standards Manual.	 	ü	 
	 	 	 	 	 	 	 	 
	46	GUESTROOM	 	ICE
      BUCKET	 	One ice
      bucket (logo not required, but recommended) 1/2 qt. capacity with disposable
      liner must be available in each room. 	 	31
      Oct. 2003	 
	 	 	 	 	 	 	 	 
	47	GUESTROOM	 	INN
        ROOM

        SAFES
	 	If
        the property provides chargeable saves for guests the required procedures
        are :

        1- The guest must be advised of all charges at check-in.

        2- Guest and hotel copies of all folios must be stamped to read “I
        have been advised of all necessary charges including local taxes, telephone
        service charges, security insurance/in room safes and key deposits”.
        Rubber stamp will be provided by Safemark.

        3- The guest must sign or initial the folio underneath the disclosure
        statement.

        4- If the guest indicates they do not wish to be charged for the safe
        then they should be told the charge could be removed at check-out if the
        safe is not used. This will give the guest a chance to utilize the safe.

        5- Any request by the guest to have the safe charge removed must be honored
        if the guest states that the safe has not been used.
	 	ü	 
	 	 	 	 	 	 	 	 
	49	GUESTROOM	 	ILLUMINATION/

      LAMPS	 	Standard
      75 watt bulbs, unless manufacturer specifies a lower maximum wattage, such
      as vanity fixture. Four light sources are required per room. Tow
      sources on headboard wall, one source in the credenza area, and one source
      in occasional table area. Swag lamps are unacceptable.	 	ü	 



License Agreement
  - 35




	 	AREA
      	 	ITEM
      	 	NOTES
      	 	2B

      Completed	 
	 	
	 	
	 	
	 	
	 
	50	GUESTROOM	 	KITCHEN-LODGE	 	If
      a Kitchen-Lodge is provided:

       1 Trash can (liner optional), 2 Ice cube trays in refrigerator,
      6 Days Inn cups in sanitary wrapper in room. 1 set of cooking
      and eating utensils available at the front desk are required. Property may
      require a deposit/charge for dishes and utensils. 	 	Ñ	 
	 	 	 	 	 	 	 	 
	51	GUESTROOM	 	MIRROR	 	A mirror
      is required over credenza in each room. 	 	ü	 
	 	 	 	 	 	 	 	 
	52	GUESTROOM	 	NIGHTSTAND	 	One nightstand
      for a two-bedded room and two for one-bedded rooms. Wall-hung nightstands
      are unacceptable.	 	ü	 
	 	 	 	 	 	 	 	 
	53	GUESTROOM	 	NON-SMOKING

      ROOMS	 	50% of
      rooms should be designated as non-smoking. These rooms should be professionally
      cleaned to include removal of all smoking supplies and the posting of the
      required door signs and in room tent card. Ashtrays and matches in a non-smoking
      room is prohibited.	 	ü	 
	 	 	 	 	 	 	 	 
	54	GUESTROOM	 	NOTEPAD,PEN
      

      and PENCIL	 	Note pad
      must be logo’d . Note pads with a logo’d cover and non-logo’d
      sheets are acceptable. Logo’d pens and pencils are not required.	 	ü	 
	 	 	 	 	 	 	 	 
	55	GUESTROOM	 	ONE
      WAY 

      VIEWER	 	Guest room
      entrance doors must be equipped with one-way viewers, 60“ from the
      floor. Handicapped rooms require viewers 42“ from floor. (The lowest
      provided by the Law).	 	ü	 



License Agreement
  - 36




	 	AREA
      	 	ITEM
      	 	NOTES
      	 	2B

      Completed	 
	 	
	 	
	 	
	 	
	 
	56	GUESTROOM	 	PICTURE	 	A
      minimum of one framed glass fronted picture is required per bed. Pictures
      must be tightly secured to the wall. Pictures must coordinate with room
      decor. 	 	31
      Dec. 2003	 
	 	 	 	 
	57	GUESTROOM	 	ROBE
      HOOK	 	One
      stainless steel or chrome-plated robe hook is required, preferably on the
      back of the bathroom door.	 	31
      Dec. 2003	 
	 	 	 	 
	58	GUESTROOM	 	ROLLAWAY
      BED	 	 Minimum
      of one per thirty rooms. Charges vary by location.	 	ü	 
	 	 	 	 
	59	GUESTROOM	 	SMOKE
      

      DETECTORS	 	Battery
      powered smoke detectors required.	 	ü	 
	 	 	 	 
	60	GUESTROOM	 	WINDOWS	 	All guestroom
      windows must have stops in addition to the normal latch. Where permitted
      by regulations, guest room windows must be equipped with permanently-installed
      devices that limit the maximum opening of windows.	 	ü	 
	 	 
	61	GUESTROOM	 	TELEPHONE	 	One push
      button phone required in each room with dialing instructions and message
      system. Property may charge for phone calls as long as applicable charges
      are posted on or near the phone. 	 	ü	 



License Agreement
  - 37




	 	AREA
      	 	ITEM
      	 	NOTES
      	 	2B

      Completed	 
	 	
	 	
	 	
	 	
	 
	62	
        GUESTROOM 
	 	
        TELEVISION 
	 	 
        One color 19” minimum television with remote control are required
        in each room. Channel indicator plate or professionally printed card to
        be freestanding is required. Properties may require deposit for remote.
        Remotes must control power, channel selection and volume. If given out
        at desk, must have enough for the whole property. 
	 	ü	 
	 	 	 	 	 	 	 	 	 
	63	GUESTROOM	 	
        BATHROOM 

        FLOOR 
	 	
        Floors can be ceramic tile. Linoleum is acceptable . Bath floors must
        be single color tile. 
	 	ü	 
	 	 	 	 	 	 	 	 	 
	64	GUESTROOM	 	
      BATHROOM

      SHAMPOO 	 	
        Each room must have logo’d bottle of shampoo. 
	 	  31
      Oct. 2003 	 
	 	 	 	 	 	 	 	 	 
	65	GUESTROOM	 	
        BATHROOM 

        SHOWER DOORS 
	 	
        May be used on stall-type showers only, and must be commercially rated,
        translucent glass. 
	 	ü	 
	 	 	 	
	66	GUESTROOM	 	
        BATHROOM 

        TOILET 
	 	
        Lids are required. Seat must be correct size for fixture. 
	 	ü	 
	 	 	 	
	67	GUESTROOM	 	
        BATHROOM 

        TOILET TISSUE 
	 	
        Two rolls of white two-ply, toilet tissue required per room. 
	 	ü	 
	 	 	 	
	68	GUESTROOM	 	
        BATHROOM 

        TOWELS 
	 	
        In single bedded rooms 2 full sets of towels per room. In 2 bedded
        rooms, 3 full sets of towels are required. 

               1-   Wash clothes

               2-   Hand Towels

               3-   Bath Towels

               4-   Bath
        Mat 
	 	ü	 
	 	 	 	 	 	 	 	 	 
	69	GUESTROOM	 	
      VENTILATION 	 	
        Bathroom ventilation required. 
	 	 31
      Mar. 2004 	 



License Agreement
  - 38 




	 	AREA
      	 	ITEM
      	 	NOTES
      	 	2B

      Completed	 
	 	
	 	
	 	
	 	
	 
	70	 
        FRONT 

        OFFICE 
	 	AREA

        INFORMATION

        GUIDE 
	 	
        Area information guides must be kept at the front desk and available for
        guest use. To include a list of recommended area restaurants, area service
        stations, repair shops, 24-hour medical facilities, drug stores, shopping
        areas, local attractions and major employers. Also to include maps of
        the local area and typed directions to all attractions. 
	 	ü	 
	 	 	 	 	 	 	 	 	 
	71	
        FRONT

        OFFICE 
	 	DIRECTORY
        
	 	
        Current Days Inn directories are required to be provided for guest in
        lobby , as well as an adequate supply of September Days applications.
        
	 	ü	 
	 	 	 	 	 	 	 	 	 
	72	
        FRONT

        OFFICE 
	 	FAX
      MACHINE 	 	
        It is required that all properties provide guest with facsimile service
        available 24 hours per day. 
	 	ü	 
	 	 	 	 	 	 	 	 	 
	73	
        FRONT 

        OFFICE 
	 	 
        FIRST AID KIT 
	 	
        One first aid kit is required at front desk, in laundry. If in Maintenance
        and Restaurant they need to be checked. Must be fully stocked to include
        antiseptic, band-aids, eyewash, and burn cream. 

        Local law supersedes
        this requirement. 
	 	ü	 
	 	 	 	
	74	
        FRONT

        OFFICE 
	 	FRONT
        DESK

        SIGNAGE 
	 	
        Franchise Plaque and Non-smoking rooms available signage required. 
	 	  31
      Oct. 2003 	 
	 	 	 	
	75	
        FRONT 

        OFFICE 
	 	LOST
        AND 

        FOUND 
	 	
        Articles must be tagged, secured in a safe storage, and documented in
        the log with the item’s description, date, where found, and by whom.
        Items must be kept for 90 days or longer, depending on local and state
        law. 
	 	ü	 



License Agreement
  - 39




	 	AREA
      	 	ITEM
      	 	NOTES
      	 	2B

      Completed	 
	 	
	 	
	 	
	 	
	 
	76	 
        FRONT 

        OFFICE 
	 	
        MANAGEMENT

        TRAINING 
	 	
        Each General Manager is required to register for the Days Inn Learning
        Center within 30 days of hire and attendance is required 120 of hire.
        
	 	  31
      Mar. 2004 	 
	 	 	 	 	 	 	 	 	 
	77	 
        FOOD 

        AND 

        BEVERAGE 
	 	
        CONTINENTAL

        BREAKFAST 
	 	
        Program is required for all properties that do not have a restaurant on
        site or adjacent for a minimum of 3 hours, (between 6:00-10:00)Properties
        must provide minimum anish/pastry, coffee, juice, decaf, tea and condiments.
        
	 	ü	 
	 	 	 	 	 	 	 	 	 
	78	 
        FOOD 

        AND 

        BEVERAGE 
	 	
      MENUS 	 	
        Hand written menus are not allowed , however, “daily specials”
        are acceptable. 
	 	ü	 



Reference:

	ü	= feature already in
      place
	Ñ	= feature not present
      in the property
	[date]
       = feature to be provided within the [date]



License Agreement
  - 40 




	 	Location: Rimini

      Unit No.: 14762



RESERVATION
  SYSTEM ACCESS AGREEMENT

                This
  “Agreement” is made and entered into as of July 10th,
  2003, between 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”
  or “your”). The definitions of all capitalized terms are found in
  Appendix A.

                Recitals.
   We are the Master Licensee under the Master License Agreement. We have
  granted to you a license to operate the Facility using the Brand System at a
  specified location, as provided in the Franchise Agreement. We are authorized
  under the Master License Agreement to grant licenses to access the Central Reservation
  System to franchisees under Franchise Agreements. Company has evolved its Central
  Reservation System software so as to offer full access to its standard features
  over the Internet for authorized users without the need for specialized applications
  software resident in computers at Chain Facilities. This Agreement applies only
  to users authorized for access to the Central Reservation System under a separate
  agreement such as the Franchise Agreement.

In consideration
  of the following mutual promises, we and you agree as follows:

                Section
  1. PTU Access Regime.  (a) Access to Central Reservation System.
  During the period of time you are authorized to access the Central Reservation
  System under the Franchise Agreement, you may use a PTU to access the Central
  Reservation System over the Internet. Company will establish, and you will receive
  from us a property specific USER ID and Password and a complete instruction
  guide to access the CRS Software through the PTU. We specify the configuration
  and capability of the PTU in Appendix B. Company or we may, from time to time,
  change your password and the security features you need to access the Central
  Reservation System using the PTU. Company or we will notify you if and when
  any such changes occur so that your access to the Central Reservation System
  using the PTU will be uninterrupted.

                (b)
  PTU. We recommend that you obtain the PTU from an Approved Vendor who
  will be obligated to meet the configuration requirements as set forth in Appendix
  B. You may obtain the PTU from any other source. If you obtain your PTU from
  any source other than an Approved Vendor, you must verify with us and to Company
  in writing that your PTU meets our configuration requirements. We may modify
  our configuration requirements from time to time.

License Agreement
  - 41 





                (c)  Security
  Procedures and Protocols.  We may establish and inform you in writing
  about security features and methods to prevent unauthorized access to the CRS
  Software and the Central Reservation System. You will follow the commercially
  reasonable security procedures and protocols we establish. You shall not permit
  the PTU to be used to breach, attack, evade, destroy or invade the Central Reservation
  System in violation of the security procedures and protocols. You shall safeguard
  the User ID and Password we give you as a trade secret, revealed only to your
  employees on a need to know basis. You will immediately inform us if and when
  you believe that the User ID and Password have been lost, stolen, misappropriated
  or compromised and will follow our instructions regarding any replacement User
  ID and Password. We may incorporate in the CRS Software security features that
  disable or identify any computer other than the PTU that seeks access to the
  Central Reservation System.

                (d)  Internet
  Access.  You must obtain and maintain access to the Internet at the
  Facility for the PTU using an Internet Service Provider (an “ISP”)
  we specify or approve. You will not be able to access the Central Reservation
  System except on an emergency, temporary basis except over the Internet.

                Section
  2. Fees & Taxes.  You must pay us a Software License/Access
  Fee of € 2,500.00 (two thousands five hundreds /00) plus VAT for the
  License for the access and use of the CRS Software.  We are
  under no obligation to provide access to the Central Reservation System by a
  User ID and Password until you have concluded payment arrangements satisfactory
  to us. We may apply any amounts received to any outstanding invoices in any
  order.

                Section
  3. License of Access to CRS Software and Training Materials.  We
  grant to you a non-transferable, non-exclusive License to access and use the
  CRS Software from the PTU and any Training Materials, subject to the conditions
  and limitations in this Agreement, so that you can participate in the Central
  Reservation System, effective during the term described in Section 14. We will
  provide and you will have access to the standard versions of the CRS Software
  and copies of the Training Materials we are then releasing at the time of installation,
  as such may be modified, updated or replaced from the versions in use at the
  time this Agreement is fully executed. The CRS Software and Training Materials
  may be used only in conjunction with the PTU at the Facility, and for the sole
  purpose of obtaining the Service. If the PTU Hardware malfunctions, the Property
  Software and Training Materials may be used on other substantially identical
  computer hardware we approve on a temporary basis while the malfunction continues.

                Section
  4. Title to CRS Software and Training Materials.  Title to and ownership
  of the CRS Software and Training Materials shall remain with us or those entities
  that have authorized us to sublicense and use them, free from any claim or right
  of yours or the holder of any security interest, lien or encumbrance on the
  Facility or any of your other property. You will take such steps as may be necessary
  to prevent any person from acquiring any rights in the CRS Software or Training
  Materials superior to our rights. If any person attempts to establish any legal
  right in the Software or Training Materials, you shall promptly notify us in
  writing. The CRS Software and Training Materials are proprietary to us and/or
  our licensor, if any. Neither you nor any other person will transfer, sublicense,
  modify, decompile, copy or, except to your employees as needed for the purposes
  of this License, disclose the CRS Software or Training Materials to any other
  person or entity, without our prior written consent. The CRS Software and Training
  Materials are subject to the confidential information
  provisions of the Franchise Agreement, which are incorporated by reference into
  this Agreement.

License Agreement
  - 42 





                Section
  5. Internet; Electronic Mail.  (a) Brand Information Source.
    The Company will create and maintain on the internet or its own
  intranet accessible through or over the internet the Brand Information Source,
  which will contain some or all of the following topics accessible to you after
  you comply with the Company’s security access features, if any: Personnel
  and Training Matters; General Manager Reference Guide; Purchasing Guide; System
  Standards Manuals; Brand Standards Forms; Quality Assurance; Customer Service;
  Design and Construction; Sales, Marketing & Public Relations; Brand Calendar;
  Reports and Yield Management; and Franchise Services. The Company may modify,
  add, delete and replace topics from time to time at its discretion. 

                (b)  Electronic
  Mail.  You will be assigned an electronic mail address which will become
  active when you activate your Internet service. You must maintain this mailbox
  and follow our instructions regarding electronic mail from us or the Company.
  You recognize that electronic mail is an important means of communication between
  we and you, and between the Central Reservation System and you, and you consent
  to receive and agree to accept electronic mail from us or the Company sent to
  you as long as the Franchise Agreement is in effect. You agree that you will
  not abuse the electronic mail system, violate any applicable law, or send any
  defamatory, illegal, pornographic, obscene or offensive materials, and will
  not knowingly or willfully transmit any electronic mail message that contains
  a computer virus, trojan horse, worm, logic bomb or other device, file, attachment,
  program or message intended to disrupt or affect the functioning or presentation
  of any computer or electronic system. 

                Section
  6. CRS Software Enhancements and Modifications; PTU Changes.  We
  may modify, enhance and rewrite the CRS Software from time to time. So long
  as you are not in default under this Agreement or the Franchise Agreement, we
  will notify you of modifications to the CRS Software in accordance with our
  Chain-wide plan. We may offer certain optional and mandatory modifications,
  features, and enhancements for additional license fees, installation and training
  charges, maintenance fees and other terms as we may establish. You will comply
  with our installation, use and maintenance instructions regarding mandatory
  enhancements and modifications. As part of a Chain-wide plan, we may change
  the configuration requirements from time to time, and you must obtain additional
  or replacement Hardware or new or later versions of the Communications Software
  if necessary, to access enhanced or modified versions of the CRS Software. As
  part of a Chain-wide plan, we may require you to purchase additional or replacement
  communications hardware or software, additional random access memory, or additional
  hard disk drive storage for your Hardware, and install the same as part of the
  PTU to keep pace with changes in the required methods and means of communications
  between Chain Facilities and the Central Reservation System, the Brand Information
  Source, and the Email Network, and to improve the efficiency and functionality
  of the Software.

                Section
  7. Access to Information.  You agree that your authorization to
  access information through the CRS Software is limited to information about
  your Facility, and to information of a general nature made available to authorized
  users of the CRS Software. Under no circumstances shall you attempt to gain
  access through the PTU, or by any other means,  to
  information stored on or available through the CRS or the Brand Information
  Source which you are not authorized to view or receive. You shall establish
  commercially reason security measures for the PTU that will prevent any unauthorized
  use of the PTU or attempt to access the Central Reservation System.

License Agreement
  - 43 





                Section
  8. Maintenance.  (a) Hardware.  You will obtain
  all maintenance, repairs or adjustments of Hardware from the manufacturer of
  the Hardware or its authorized service providers. You will perform all user-required
  maintenance procedures specified by the manufacturer of the Hardware as and
  when recommended or required, and will obtain required maintenance from authorized
  service providers at recommended or required intervals. 

                (b)  CRS
  Software.   So long as you are not in default under this Agreement
  or the Franchise Agreement, we will cause the CRS Software to function in accordance
  with its documentation to enable communication between the PTU and the Central
  Reservation System according to the standards, procedures and protocols we prescribe
  in writing from time to time. 

                (c)  Hardware
  Failure.  We will provide a toll-free telephone number for reporting
  PTU problems. In the event that you are unable to interface with the Central
  Reservation System because of PTU malfunction, and you are not in default of
  this Agreement or the Franchise Agreement, we will make good faith efforts to
  place reservations at the Facility through the use of other means and/or facilities.
  

                (d)  Communications.
   We are not responsible for maintaining the connection between the PTU
  and your Internet Service Provider (ISP), or any service interruptions or performance
  or access issues with the CRS Software arising from the reliability or quality
  of service offered by your ISP. We will use commercially reasonable efforts
  to assist you with resolving these issues but we do not warrant that such efforts
  will be successful. We may, in our sole discretion, provide dial-up or other
  service on a temporary basis.

                Section
  9. Indemnification. You will indemnify and hold harmless us, the Company,
  and each of the respective affiliates, successors and assigns, directors, officers
  and employees associated with the Company or us against all claims of employees,
  agents, guests, and all other persons and entities, arising out of the operation,
  use or non-use of the CRS Software. Neither the Company nor we shall be liable
  to you or any other person or entity for personal injury or property loss, including
  but not limited to, damage to the Facility, as a result of the operation, use
  or non-use of the CRS Software.

                Section
  10. Software Warranties. We make the following warranties for the Software:

License Agreement
  - 44





                (a)  We
  warrant that following the Acceptance Date, the CRS Software will perform
  the functions and operations we specify when accessed from the PTU at the Facility
  (but no other hardware), using the ISP we specify, provided you follow our written
  instructions, install Property Software updates and modifications and make corrections
  as directed, and are not in default under this Agreement or the Franchise Agreement.
  Our sole obligation under this warranty shall be to remedy any nonperformance
  of the CRS Software within a reasonable time after you report it to us. WE DO
  NOT WARRANT IN ANY WAY THE PERFORMANCE OR FUNCTIONING OF THE CRS SOFTWARE UNLESS
  IT IS ACCESSED FROM A PTU CERTIFIED BY US OR AN APPROVED VENDOR. ALL WARRANTIES
  UNDER THIS SUBSECTION ARE CONTINGENT UPON PROPER USE OF THE PTU AND SHALL NOT
  APPLY IF YOU OR YOUR HARDWARE VENDOR WHO IS NOT AN APPROVED VENDOR FAIL TO COMPLY
  WITH THE PROVIDED INSTALLATION AND OPERATING INSTRUCTIONS, MAKE OR PERMIT THE
  UNAUTHORIZED ALTERATION OR REPAIR OF THE PTU, OR FAIL TO IMPLEMENT ALL UPDATES
  OR CORRECTIONS TO THE PTU ABOUT WHICH WE NOTIFY YOU.

                (b)  We
  have the right to license access to the CRS Software to you under this Agreement
  and, to the best of our knowledge, the CRS Software does not infringe any Intellectual
  Property Rights of any third party.

                Section
  11. No Liability for Information. NEITHER WE NOR THE COMPANY WILL BE
  LIABLE FOR ANY CLAIMS OR DAMAGES RESULTING FROM ANY INCORRECT INFORMATION GIVEN
  TO US OR INPUT INTO THE CENTRAL RESERVATION SYSTEM BY ANY PERSON OTHER THAN
  US. IN ADDITION, IF WE PERMIT YOU TO UTILIZE THE PTU AND/OR CENTRAL RESERVATION
  SYSTEM TO COMMUNICATE WITH ANY PERSON BESIDES US, THE COMPANY, AN AFFILIATE
  OF OURS, OR OUR FRANCHISEES, NEITHER WE NOR THE COMPANY SHALL BE LIABLE FOR
  THE INPUT, FORMAT, TRANSMISSION OR MANIPULATION OF ANY INFORMATION SO COMMUNICATED,
  UNLESS IT IS AFFECTED DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE
  COMPANY OR US.

                Section
  12. No Other Warranties. NEITHER WE NOR THE COMPANY MAKE ANY OTHER WARRANTY
  WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY
  ABOUT THE DESIGN OR CONDITION OF THE CRS SOFTWARE, ITS MERCHANTABILITY, ITS
  FITNESS FOR ANY PARTICULAR PURPOSE, OR ITS CONFORMANCE TO THE PROVISIONS AND
  SPECIFICATIONS OF ANY ORDER OR DOCUMENTATION RELATING THERETO.

                Section
  13. Damage Limitation. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
  AGREEMENT, IN NO EVENT SHALL WE, THE COMPANY OR ANY RELATED PARTY BE LIABLE
  FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT
  LIMITED TO, LOST PROFITS OR REVENUES; AND FURTHERMORE, THE LIABILITY OF US AND
  THE COMPANY FOR DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNTS
  PREVIOUSLY PAID BY YOU TO US FOR THE LICENSE UNDER THIS AGREEMENT.

                Section
  14. Term.  This Agreement will be effective from the date of execution
  by you and us and shall continue in full force and effect until expiration of
  the term of your license to operate the Facility under the Franchise Agreement,
  unless earlier terminated in accordance with this Agreement. The License of
  the CRS Software and Training Materials commences on the Acceptance Date and
  expires at the same time your license to operate the Facility
  under the Franchise Agreements terminates, unless earlier terminated in accordance
  with this Agreement.

License Agreement
  - 45





                Section
  15. Your Default. If any one of the events described in Section 16 that
  gives us the right to terminate occurs, or the CRS Software becomes inaccessible
  or fails to perform properly by your act or omission, or you assign or transfer,
  or attempt to assign or transfer the right to access the CRS Software without
  our consent, except as permitted under the Franchise Agreement, then to the
  extent permitted by applicable law, we shall have the right to suspend the CRS
  Software maintenance service, while the default remains uncured. We may suspend
  access by means of affecting your USER ID and Password, which may require a
  new or modified User ID or Password if and when access to the Service resumes.

                Section
  16. Termination. (a) We shall be entitled to terminate the License immediately:
  (a) If you violate or attempt to violate Section 1, paragraph (c) or Section
  5 of this Agreement; (b) If you default in a payment required pursuant to this
  Agreement or any other agreement between you and us, and the default continues
  uncured for a period of 10 days after we give you written notice of default;
  (c) If you default under any other obligation under this Agreement, and the
  default continues uncured for a period of 30 days after we give you written
  notice of default; (d) If the method of access to the CRS Software contemplated
  by this Agreement is rendered obsolete in our sole judgment based upon technological
  advances or improvements, changes in the Service or any other reason; or (e)
  If the license granted under the Franchise Agreement expires or terminates for
  any reason and is not immediately replaced by an express written agreement between
  you and us for a license to continue operation of the Facility with the Chain.

                (b)
  If this Agreement terminates, you will immediately return the originals and
  all copies of the Training Materials unencumbered to us. You will certify to
  us in writing that the original and all copies have been returned or destroyed.
  YOU EXPRESSLY WAIVE ANY RIGHT TO NOTICE OF OR A HEARING WITH RESPECT TO REPOSSESSION
  AND CONSENT TO ENTRY INTO THE FACILITY BY OUR AGENTS OR REPRESENTATIVES OR ANY
  PREMISES WHERE THE TRAINING MATERIALS MAY BE LOCATED AND REMOVING THEM WITHOUT
  JUDICIAL PROCESS. If you fail or refuse to permit the peaceable entry by our
  agents to take possession of any Training Materials we own, you will be liable
  for rental of the Training Materials at the rate of $500.00 per week from the
  date that we first attempt to retake it.

                Section
  17. Additional Terms. (a) Costs and Expenses. The non-prevailing
  party will pay the costs and expenses incurred, including reasonable attorneys’
  fees and the expenses of retaking the Software and Training Materials, incurred
  by the prevailing party to enforce this Agreement.

                (b)  Other
  Relief. We may obtain the remedy of injunctive relief without the posting
  of a bond if you violate your obligations regarding confidentiality, non-disclosure,
  transfer or limitations on Software use under this Agreement.

License Agreement
  - 46





                (c)  Force
  Majeure. If performance by you or us is delayed or prevented because of
  strikes, inability to procure labor or materials, defaults of suppliers or subcontractors,
  delays or shortages of transportation, failure of power or telephone transmissions,
  restrictive governmental laws or regulations, weather conditions, or other reasons
  beyond the reasonable control of the party, then performance of such acts will
  be excused and the period for performance will be extended for a period equivalent
  to the period of such delay. Delays or failures to pay resulting from lack of
  funds will not be deemed delays beyond your reasonable control.

                (d)  Notices.
  Notices will be effective if reduced to writing and delivered, by next day delivery
  service, with proof of delivery, by facsimile transmission immediately followed
  by first class mailing of the original material, or mailed by certified or registered
  mail, return receipt requested, to the appropriate party at its address in this
  Agreement or to such party at such address as may be designated by notice in
  accordance with this Section. Notices will be deemed given on the date delivered
  or date of attempted delivery, if service is refused.

                (e)  Your
  Forms. We are not bound by any terms of your purchase order forms or notices
  of acceptance which attempt to impose any conditions at variance with our terms
  and conditions included in this Agreement or in our invoices, standards manuals,
  technical specifications or elsewhere. Our failure to object to any provision
  contained in your printed form is not a waiver of any provision of this Agreement.

                (f)  Oral
  Modifications. This Agreement may not be amended, modified or rescinded
  except in writing, signed by both parties and any attempt to do so shall be
  void and of no effect.

                (g)
  Governing Law. This Agreement will be governed by and construed under
  the laws of the Republic of Italy. 

                (h)
  Waiver. If either you or we fail to exercise any right or option at any
  time under this Agreement, such failure will not be deemed a waiver of the exercise
  of such right or option at any other time or the waiver of a different right
  or option. Termination of this Agreement by either we or you will not waive
  your obligation to make any payments to us under this Agreement.

                (i)
  Severability. If any provision of this Agreement is determined to be
  void or unenforceable, the provision shall be deemed severed from the Agreement
  and the remainder of this Agreement shall continue in full force and effect.

                (j)
  Entire Agreement. This Agreement supersedes all prior oral and written
  agreements and understandings and constitutes the entire Agreement between the
  parties with respect to the subject matter hereof.

                (k)
  No Third Party Beneficiary. This Agreement is intended for the sole benefit
  and protection of the named parties, and no other persons or entities shall
  have any cause of action or right to payments made or received under this Agreement
  except for any owners of the CRS Software who have licensed or authorized us
  to sublicense the same to you.

                (l)  Successors
  and Assigns. This Agreement shall inure to the benefit of and be binding
  upon the parties, their successors and permitted assigns. Notwithstanding the
  above, you may not
  assign this Agreement without our express written consent, except as permitted
  under the Franchise Agreement.

License Agreement
  - 47





                
  (m) 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. The arbitration
  proceeding shall have to be conducted in Rimini, Italy.

                IN
  WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
  the date set forth in the preamble to this Agreement,

WE:

  Days Master Italia
  S.p.a.

/s/ Andrea Cesaretti

  Title: President                    
  

YOU, as
  licensee:

  Hospitalia S.p.a.

/s/ Graziella
  Bortolazzi

  Title: CEO                                                                                                             
  

	Your
      address:	 Via
      Francesco Sforza 15, 20122 Milano, Italy - Attention: Mrs. Graziella
      Bortolazzi
	 	 
	Your fax
      No.:	+ 39 02 76388737


License Agreement
  - 48





APPENDIX A

“Acceptance
  Date” means the date that the PTU is tested successfully as
  set forth in Section 7 of this Agreement.

“Approved
  Vendor”  means a vendor of computer hardware that we identify
  as an Approved Vendor before your purchase of hardware for the PTU.

“Brand
  Information Source”  means the electronic web site or portal maintained
  by or for us or the Company from which information is available to Franchisees.

“Brand
  System”  means the business format franchise system and method
  of doing business defined under the Franchise Agreement.

“Central
  Reservation System” means the computerized central reservation system
  that we maintain (directly or by subcontracting with an affiliate or one or
  more third parties), pursuant to which the Service is provided to you.

“Chain
  Facilities” means the guest lodging facilities operating under the
  Brand System.

“Communications
  Software” means the software described on Exhibit A and any additional
  and replacement software we require to be installed and maintained on the Hardware
  to facilitate the electronic mail, Internet connectivity and capability, brand
  information source access and other functions.

“Company”
   means Howard Johnson International, Inc., a corporation organized and
  existing under the laws of the State of Delaware, U.S.A., which owns and operates
  the Brand System.

“CRS Software”
  means the computer programs resident at the Central Reservation System to
  which you will be provided access to under this Agreement, and any substituted,
  modified, updated and enhanced versions, releases and additions to previously
  delivered software pursuant to this Agreement that function to permit access
  from the PTU at the Facility to the Central Reservation System and that may
  perform additional functions.

“Email
  Network”  means the electronic mail system the Company establishes
  and maintains to enable electronic communication between and among Chain Facilities,
  the Central Reservation System, the Company and us.

“Facility”
  means the Brand System guest lodging facility which you are licensed to
  operate using the Brand System under the Franchise Agreement.

“Franchise
  Agreement” means the License or Franchise Agreement between you and
  us granting to you the non-exclusive right to operate the Facility under the
  Brand System.

“Hardware”
  means the computer hardware, including the operating system software, installed
  at the Facility you obtain and dedicate to operation of the Property Software
  as part of the PTU that conforms to our configuration requirements.

License Agreement
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“Installation
  Date” means the date on which a Franchisee has installed and begins
  operating the PTU.

“Intellectual
  Property” or “Intellectual Property Rights” means any patents,
  copyrights, trade secrets or similar property rights owned by any person or
  entity in the CRS Software.

“License”
  means the non-transferable, non-exclusive right to access the CRS Software
  and use the Training Materials granted to you under this Agreement.

“Licensee”
  means the person or entity set forth in the introductory paragraph of this
  Agreement, its successors and assigns, only as permitted in the Franchise Agreement.

“Master
  License Agreement”  means the Master License Agreement between
  us, as Master Licensee and with Company, as the Master Licensor, giving us the
  right to enter Franchise Agreements and operate the Brand System in the Territory.
  

“Master
  Licensor” means the party that licenses us to operate the Brand System
  in a specified Territory under the Master License Agreement.

“Opening
  Date” means the date on which we authorize you to open the Facility
  for business identified by the Chain’s service marks and under the Brand
  System.

“Property
  Software”  means the means the computer programs in object code
  form loaded on the Hardware at the Facility including the Communications Software
  that meet the standards of this Agreement and that enable the PTU to communicate
  with the CRS Software over the Internet. 

“PTU”
   or “Property Terminal Unit” means the Hardware and Property
  Software located at the Facility that meets the standards of this Agreement.

“Service”
   means the basic service provided by the Central Reservation System for
  placing and receiving lodging reservations within the Chain, as well as such
  other services as we may develop and provide in the future, upon conditions
  including fees which we, in our sole discretion, may place in effect under the
  Franchise Agreement.

“Training
  Materials” means the various training modules, written materials and
  audio and video tapes, as enhanced from time to time, which are provided to
  instruct you in the utilization of the CRS Software.

“We, “our”
  or “us”  means Days Master Italia S.p.a., an Italian company
  limited by stock with office in Via Tripoli 185, 47900 Rimini, Italy, its successors
  and assigns.

License Agreement
  - 50 



APPENDIX
  B

DESCRIPTION
  OF PTU

  HARDWARE CONFIGURATION
  REQUIREMENTS

  AND SOFTWARE
  FUNCTIONALITY

                Hardware.
  IBM (or compatible) PC 300 GL personal computer, with at least 32 MB RAM, 2
  GB hard disk drive, 3.5“ disk drive; internal 12x CD ROM; Sound Card; Ethernet
  adapter (network card), 15” SVGA color monitor, 56kb Courier modem
  ; Lexmark Optra K printer with cable, Windows 95/98; surge protector. No other
  applications software should be loaded. 

                Communications
  Software. E-mail (Microsoft Outlook Express, Internet Browser/Capabilities
  - Microsoft Internet Explorer v 5.0. No other version of Internet Explorer should
  be used. 

                CRS
  Software Functionality. The CRS Software will provide the following minimum
  functions:

	•	Inventory
      Control
		 
	•	Maintenance
      of Rates
		 
	•	Setting of
      Allocations
		 
	•	Creation
      or adjustment of groups
		 
	•	Property
      to property reservations
		 
	•	Running of
      Reports (inventory, rate, group, arrival/departure/cancellation lists)
		 
	•	Retrieval
      of Messages
		 
	•	Reporting
      of Revenue
		 
	•	Update travel
      agent commissions
		 
	•	Create travel
      agent records
		 


License Agreement
  - 51