RESTATED NONCOMPETITION AGREEMENT

     THIS RESTATED NONCOMPETITION AGREEMENT ("Agreement") is made as of the 27th
day of March, 1998, by and between SODEXHO MARRIOTT SERVICES, INC., successor by
name change to  Marriott  International,  Inc.  ("Sodexho  Marriott"),  and HOST
MARRIOTT SERVICES CORPORATION ("Host Marriott Services").

     WHEREAS,  Sodexho  Marriott and Host  Marriott  Corporation  entered into a
Noncompetition  Agreement dated as of October 8, 1993, as amended (the "Original
Agreement"),  in  connection  with and  pursuant  to that  certain  Distribution
Agreement  between them dated as of September 15, 1993, (as  thereafter  amended
from time to time, "Distribution Agreement").

     WHEREAS,  on December 29, 1995, Host Marriott  Corporation spun off certain
of the businesses  subject to the Original  Agreement  through a distribution of
the stock of its then subsidiary,  Host Marriott Services,  to its shareholders,
and accordingly,  Sodexho Marriott,  Host Marriott Corporation and Host Marriott
Services entered into an amendment dated as of December 29, 1995 to the Original
Agreement which added Host Marriott Services as a party (the Original Agreement,
as so amended, the "Existing Agreement").

     WHEREAS,  on October 1, 1997,  Sodexho Marriott  announced its intention to
spin  off to its  shareholders  a new  company,  New  Marriott  MI,  Inc.  ("New
Marriott"), which will directly or through subsidiaries own all or substantially
all of the lodging,  senior living and distribution services businesses;  and to
rename Sodexho  Marriott,  the corporate entity which will retain its management
services business, Sodexho Marriott Services, Inc.

     WHEREAS,  as a  result  of  consummation  the  two  spin  off  transactions
described above, the businesses  subject to the Existing Agreement will be owned
by four separate companies,  Host Marriott Corporation,  Host Marriott Services,
Sodexho  Marriott,  and New Marriott;  with the result that four companies would
need to be participate in any and every future  modification  of or waiver under
the Existing Agreement, even though any such waiver or modification would likely
have no relevance to two of the four companies.

     WHEREAS, New Marriott, Sodexho Marriott, Host Marriott Corporation and Host
Marriott Services now wish to replace the Existing  Agreement with two bilateral
agreements,  of which this  Agreement is one,  each covering only that subset of
the  businesses  covered by the  Existing  Agreement  which are  germane to such
parties  and  each of which  is to be  deemed  by the  parties  thereto  to be a
continuation  of the  Original  Agreement  with  respect  to such  parties;  and
accordingly are entering into an Acknowledgment and Release substantially in the
form of Exhibit A attached hereto.






<PAGE>

     NOW, THEREFORE,  in consideration of the mutual covenants set forth herein,
the parties agree as follows:

                                  ARTICLE ONE
                                  DEFINITIONS

1.    DEFINITIONS.  The following terms when used herein shall have the meaning
set forth below:

     "Affiliates"  shall mean any Person  directly or indirectly  controlling or
controlled  by, or under direct or indirect  common  control with Host  Marriott
Services  or  Sodexho  Marriott,  as the  case  may  be.  For  purposes  of this
definition  "control",  when used with respect to any Person, means the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
through  the  ownership  of  voting  securities,   by  contract,  or  otherwise.
Notwithstanding  the  foregoing,  Host Marriott  Services  Affiliates  shall not
include Sodexho Marriott or its Subsidiaries or Affiliates, and Sodexho Marriott
Affiliates  shall not include (i) Sodexho  Alliance S.A., or its Subsidiaries or
Affiliates  other  than  Sodexho  Marriott  and its  subsidiaries  or (ii)  Host
Marriott Services or its Subsidiaries or Affiliates.

     "Compete" shall mean (i) to conduct or participate or engage in, or bid for
or  otherwise  pursue a  business,  whether  as a  principal,  sole  proprietor,
partner,  stockholder,  or agent of, or consultant to or manager for, any Person
or in any other capacity,  or (ii) have any ownership  interest in any Person or
business which  conducts,  participates  or engages in, or bids for or otherwise
pursues  a  business,   whether  as  a  principal,  sole  proprietor,   partner,
stockholder,  or agent of, or  consultant to or manager for any Person or in any
other capacity.

     "Competing  Host  Services  Business"  shall mean a business  that competes
with, or is substantially similar to, the Host Services Business.

     "Competing  Host  Services  Activity"  shall mean a business  activity that
competes with, or is substantially similar to, the Host Services Business.

     "Competing  Sodexho Marriott  Business" shall mean a business that competes
with, or is substantially similar to, the Sodexho Marriott Business.

     "Competing  Sodexho Marriott  Activity" shall mean a business activity that
competes with, or is substantially similar to, the Sodexho Marriott Business.

     "Conference Centers" shall mean the facilities for conferences and meetings
of groups and associations  (together with the lodging,  food and other services
related  thereto),  principally  utilized by Persons  belonging to or affiliated
with educational,  health care, governmental,  corporate or other organizations,
or other  facilities  marketed  primarily for such  conference and group meeting
business, such as the Westwood Conference Center in Wausau, WI, substantially as
it was being operated by Sodexho Marriott as of October 8, 1993.

                                       2

<PAGE>

     "Effective  Period"  shall mean that period  commencing on October 8, 1993,
and automatically terminating without further documentation on October 7, 2000.

     "Host Services  Business"  shall mean the business of providing  management
services or operations with respect to food,  beverages,  vending,  merchandise,
duty free shops and gift shops  operated in airports or airport  facilities,  on
tollroads or on other limited access highways, in rapid transit and mass transit
facilities  (bus,  light and heavy railway and trolley),  in sporting arenas and
stadiums utilized by professional football, basketball, or major league baseball
or  hockey  teams,  and in  gift or  merchandise  shops  in  hotels  or  casinos
(excluding Conference Centers).

     "New  Catering  Account"  shall mean a  corporate  or  industrial  catering
account not held by Host Marriott  Services or its former parent,  Host Marriott
Corporation, as of October 8, 1993, but acquired thereafter, excluding renewals,
amendments or extensions of accounts existing as of October 8, 1993.

     "Person"  shall  mean any  person,  firm,  corporation,  general or limited
partnership, association, or other entity.

     "Route Vending" shall mean the operation of vending machines  supplied with
food, beverages and merchandise  primarily from facilities located other than on
the premises where the vending machines are located.

     "Sodexho Marriott Business" shall mean the business of providing management
services or operations,  or franchising  (either as franchisee or a franchisor),
with  respect to food,  beverages,  housekeeping,  laundry,  vending,  plant and
equipment operation and maintenance,  grounds care,  Conference  Centers,  child
care,  convenience stores, and gift or merchandise shops,  located in hospitals,
nursing homes and other health care facilities,  primary and secondary  schools,
colleges,  universities,  academies and other educational facilities,  corporate
headquarters  and office  buildings,  manufacturing  or  industrial  facilities,
municipal, state or federal government offices, courthouses, penal institutions,
and stadiums and arenas  owned or operated by colleges or  universities  (except
for such stadiums and arenas utilized by professional football,  basketball,  or
major league baseball or hockey teams).

     "Subsidiaries"  shall mean  corporations  or other  entities which are more
than fifty  percent  (50%)  owned,  directly  or  indirectly,  by Host  Marriott
Services or Sodexho Marriott, as the case may be, and partnerships in which Host
Marriott  Services  or  Sodexho  Marriott,  as the case may be, or a  subsidiary
corporation, is a general partner.

     "Territory"  shall mean the United  States,  Canada,  and their  respective
territories and protectorates.

     "Transfer" shall mean the sale,  conveyance,  disposal of or other transfer
of ownership, title or other interest.


                                       3

<PAGE>

                                  ARTICLE TWO
          NONCOMPETITION WITH RESPECT TO THE SODEXHO MARRIOTT BUSINESS

2.   CERTAIN RESTRICTIONS ON HOST MARRIOTT SERVICES.

     a.   Except as provided in Section 2(b), during the Effective Period,  Host
          Marriott Services shall not:

          i.   Compete  in  the  Sodexho   Marriott   Business  within  the
               Territory.

          ii.  Compete in the Sodexho Marriott Business  anywhere outside of the
               Territory  where Sodexho  Marriott was, as of the Effective Date,
               prohibited  from  Competing in the Sodexho  Marriott  Business or
               where Host Marriott  Services is prohibited from Competing in the
               Host Services Business,  due to a valid,  written  noncompetition
               agreement;  provided,  however,  in the event any such  agreement
               terminates  prior to the expiration of the Effective  Period this
               Section 2.a.ii, as it relates to the prohibitions covered by such
               agreement,  shall  automatically  terminate  and be void  without
               further  documentation.  The applicable agreements containing the
               restrictions  are  identified  on  Schedules  A and B hereto  and
               incorporated herein by this reference.

     b.   Except as specifically  provided in this Agreement,  nothing contained
          in this Agreement shall restrict Host Marriott  Services from engaging
          in the  Host  Services  Business  or  the  Sodexho  Marriott  Business
          including, but not limited to:

               Route Vending provided to airports or facilities related thereto;
               or food and beverage and related  services or other businesses at
               national or state parks,  ski resorts or other seasonal  resorts,
               zoos,  aquariums,  concert  or  other  entertainment  facilities,
               tourist attractions, or professional minor league sporting arenas
               and stadiums.

     c.   Notwithstanding anything herein to the contrary, Section 2.a shall not
          prohibit Host Marriott Services from the following activities:

          i.   the  continued  operation of any business that was operated as of
               October 8,  1993,  by the  Host/Travel  Plaza  Divisions  of Host
               Marriott Corporation; or


          ii.  the ownership of capital stock of a corporation  which  conducts,
               participates  or engages in  competition  with, or owns or has an
               interest in a business similar to, the Sodexho Marriott  Business
               if (a) such  capital  stock is traded on a national  or  regional
               stock exchange in the United States or Canada or is traded on the
               National  Association  of  Securities  Dealers,  Inc.,  Automated
               Quotation  System,  and (b) Host Marriott  Services,  directly or

                                       4
<PAGE>

               indirectly, is the beneficial owner of not more than five percent
               (5%) of such corporation's outstanding capital stock; or

          iii. the  acquisition of any Person which  conducts,  participates  or
               engages in  competition  with,  or owns or has an  interest  in a
               Competing  Sodexho  Marriott  Business,  except for such a Person
               whose primary business is a Competing Sodexho Marriott  Business,
               if (x) the gross sales of such Person (including its Subsidiaries
               and Affiliates) from the Competing  Sodexho  Marriott  Activities
               for the three hundred sixty-five (365) days preceding the date on
               which the acquisition is consummated (the "Preceding Period"), do
               not constitute  more than twenty percent (20%) of the gross sales
               (including sales from the Competing Sodexho Marriott  Activities)
               of such Person  (including its Subsidiaries  and Affiliates),  or
               (y)  neither  the fair  market  value of, nor the value,  if any,
               attributed by the acquisition  agreement to the Competing Sodexho
               Marriott   Activities  is  in  excess  of  Five  Million  Dollars
               ($5,000,000.00), as increased by the percentage increase, if any,
               in the Consumer Price Index, All Urban  Consumers,  United States
               during the term hereof (using 1993 as the base year).

          iv.  the continued  operation of food preparation  facilities utilized
               by Host Marriott  Services (or its former  parent,  Host Marriott
               Corporation)  (a  "Host  Services  Preparation  Facility")  as of
               October 8, 1993, to prepare food for in-flight  catering accounts
               and the continued  operation of corporate or industrial  catering
               accounts  serviced  with  food  prepared  in  any  Host  Services
               Preparation Facility;

          v.   entering  into any New Catering  Account,  provided that such New
               Catering  Account (w) is located within a five (5) mile radius of
               a Host  Services  Preparation  Facility  and  serviced  with food
               prepared in the Host Services  Preparation  Facility in question;
               (x) is located  in a  building  that  contains  no  on-site  food
               preparation  facilities;  (y)  is  located  in a  building  where
               Sodexho Marriott then has no vending business; and (z) shall have
               annual  gross sales not in excess of Two Hundred  Fifty  Thousand
               Dollars  ($250,000.00),  as increased by the percentage increase,
               if any, in the Consumer Price Index, All Urban Consumers,  United
               States during the term hereof (using 1993 as the base year).

     d.   During  the  Effective  Period,  Host  Marriott  Services  shall  not,
          directly or indirectly:


          i.   acquire  from  any  Person  (other  than  Sodexho  Marriott)  any
               interest in a Competing Sodexho Marriott  Business unless,  prior
               to such  acquisition,  Host Marriott  Services offers to sell the
               Competing Sodexho Marriott  Activities to Sodexho Marriott on the
               same terms and conditions on which the Competing Sodexho Marriott
               Business is being  acquired. Sodexho  

                                       5
<PAGE>

               Marriott  shall have thirty (30) days after  receiving  notice of
               the  acquisition of the Competing  Sodexho  Marriott  Business to
               elect,  by notice to Host  Marriott  Services,  to  purchase  the
               Competing Sodexho Marriott Activities on the terms and conditions
               set forth in the notice.  If Sodexho  Marriott  does not elect to
               purchase the Competing  Sodexho  Marriott  Activities  within the
               30-day  period,  Host Marriott  Services shall be entitled to own
               and operate such Competing Sodexho Marriott  Activities,  subject
               to the  restrictions  on  Transfer  set forth in  Section  2.d.ii
               hereinbelow.   Notwithstanding   the  foregoing,   Host  Marriott
               Services  shall not have to offer to sell,  or sell,  to  Sodexho
               Marriott any such Competing Sodexho Marriott Activities which are
               not readily  divisible  from other  activities  permitted to Host
               Marriott  Services,  provided  that the  gross  sales  from  such
               non-divisible Competing Sodexho Marriott Activities do not exceed
               the greater of One Million Dollars  ($1,000,000.00),  per year or
               five  percent  (5%) of the gross sales of the  Competing  Sodexho
               Marriott  Business  as  determined  in  accordance  with  Section
               2.c.iii  hereof.  In the  event  that the gross  sales  from such
               non-divisible  Competing  Sodexho Marriott  Activities exceed the
               greater of One Million Dollars  ($1,000,000.00)  per year or five
               percent (5%) of the gross sales of the Competing Sodexho Marriott
               Business as determined in accordance with Section 2.c.iii hereof,
               then all  non-divisible  Competing  Sodexho  Marriott  Activities
               shall be subject to Host Marriott Services's  obligation to offer
               them for sale to Sodexho  Marriott,  as set forth  above,  to the
               maximum extent that Host Marriott  Services and Sodexho Marriott,
               using their best efforts and negotiating in good faith,  can make
               such  Competing   Sodexho  Marriott   Activities   divisible  and
               transferable  to  Sodexho  Marriott.  The  amount of One  Million
               Dollars  ($1,000,000.00)  referenced  in this  Section  shall  be
               increased  by the  percentage  increase,  if any, in the Consumer
               Price Index, All Urban  Consumers,  United States during the term
               hereof (using 1993 as the base year).


          ii.  Transfer  to  any  Person  (other  than  Sodexho   Marriott)  any
               Competing  Sodexho Marriott  Activities unless it first offers to
               sell  such  Competing  Sodexho  Marriott  Activities  to  Sodexho
               Marriott upon substantially the same terms and conditions offered
               by a bona fide  prospective  purchaser  not an  affiliate of Host
               Marriott  Services.  Sodexho Marriott shall have thirty (30) days
               after  receiving  notice of the  proposed  Transfer to elect,  by
               notice to Host  Marriott  Services,  to  purchase  the  Competing
               Sodexho Marriott Activities on the terms and conditions set forth
               in the notice. If Sodexho Marriott does not elect to purchase the
               Competing Sodexho Marriott Activities from Host Marriott Services
               within  the  30-day  period,  Host  Marriott  Services  shall  be
               entitled to Transfer such Competing  Sodexho Marriott  Activities
               to any Person  not an  affiliate  of Host  Marriott  Services  on
               substantially  the same terms and  conditions as set forth in the
               notice to Sodexho Marriott.  However, if no definitive  agreement
               to  Transfer  is  

                                       6
<PAGE>

               executed  within  ninety  (90) days after the  expiration  of the
               30-day  period,  Host  Marriott  Services  shall  not  thereafter
               Transfer such Competing Sodexho Marriott Activities to any Person
               (other than Sodexho  Marriott)  without first offering to sell it
               to Sodexho Marriott as provided above.


                                 ARTICLE THREE
          NONCOMPETITION WITH RESPECT TO THE SODEXHO MARRIOTT BUSINESS

3.   CERTAIN RESTRICTIONS ON SODEXHO MARRIOTT.

     a.   Except as  provided  in Section  3(b),  during the  Effective  Period,
          Sodexho Marriott shall not:

          i.   Compete  in  the  Host  Marriott  Services  Business  within  the
               Territory.

          ii.  Compete in the Host Marriott  Services  Business anywhere outside
               of the  Territory  where Host  Marriott  Services  was, as of the
               Effective  Date,  prohibited  from Competing in the Host Marriott
               Services  Business or where Sodexho  Marriott is prohibited  from
               Competing in the Host Services Business,  due to a valid, written
               noncompetition  agreement;  provided,  however,  in the event any
               such  agreement   terminates  prior  to  the  expiration  of  the
               Effective  Period  this  Section  3.a.ii,  as it  relates  to the
               prohibitions  covered  by  such  agreement,  shall  automatically
               terminate  and  be  void  without  further   documentation.   The
               applicable  agreements containing the restrictions are identified
               on  Schedules  A and B hereto  and  incorporated  herein  by this
               reference.

     b.   Except as specifically  provided in this Agreement,  nothing contained
          in this Agreement shall restrict Sodexho Marriott from engaging in the
          Host Services Business or the Sodexho Marriott Business including, but
          not limited to:

               Route vending provided to airports or facilities related thereto;
               or food and beverage and related  services or other businesses at
               national or state parks,  ski resorts or other seasonal  resorts,
               zoos,  aquariums,  concert  or  other  entertainment  facilities,
               tourist attractions, or professional minor league sporting arenas
               and stadiums.

     c.   Notwithstanding anything herein to the contrary, Section 3.a shall not
          prohibit Sodexho Marriott from the following activities:

                                       7



<PAGE>

           i.  the continued  operation and development of any business that was
               operated  as of October  8,  1993,  by what was then known as the
               Marriott  Management  Services  division  of  Sodexho  Marriott's
               former parent, Marriott Corporation; or

          ii.  the ownership of capital stock of a corporation  which  conducts,
               participates  or engages in  competition  with, or owns or has an
               interest  in a business  similar to, the Host  Marriott  Services
               Business  if (a) such  capital  stock is traded on a national  or
               regional  stock  exchange  in the  United  States or Canada or is
               traded on the National  Association of Securities Dealers,  Inc.,
               Automated Quotation System, and (b) Sodexho Marriott, directly or
               indirectly, is the beneficial owner of not more than five percent
               (5%) of such corporation's outstanding capital stock; or

          iii. the  acquisition of any Person which  conducts,  participates  or
               engages in  competition  with,  or owns or has an  interest  in a
               Competing  Host  Marriott  Services  Business,  except for such a
               Person  whose  primary  business  is a  Competing  Host  Marriott
               Services  Business,  if  (x)  the  gross  sales  of  such  Person
               (including its  Subsidiaries  and Affiliates)  from the Competing
               Host Marriott Services Activities for the Preceding Period do not
               constitute  more than  twenty  percent  (20%) of the gross  sales
               (including  sales  from  the  Competing  Host  Marriott  Services
               Activities)  of  such  Person  (including  its  Subsidiaries  and
               Affiliates),  or (y) neither  the fair  market  value of, nor the
               value,  if any,  attributed by the  acquisition  agreement to the
               Competing Host Marriott Services  Activities is in excess of Five
               Million Dollars  ($5,000,000.00),  as increased by the percentage
               increase,  if  any,  in  the  Consumer  Price  Index,  All  Urban
               Consumers,  United  States  during the term hereof (using 1993 as
               the base year).

     d.   During the Effective  Period,  Sodexho Marriott shall not, directly or
          indirectly:


          i.   acquire from any Person (other than Host  Marriott  Services) any
               interest in a Competing Host Marriott  Services  Business unless,
               prior to such  acquisition,  Sodexho  Marriott offers to sell the
               Competing  Host  Marriott  Services  Activities  to Host Marriott
               Services on the same terms and  conditions on which the Competing
               Host Marriott Services Business is being acquired.  Host Marriott
               Services  shall have thirty (30) days after  receiving  notice of
               the acquisition of the Competing Host Marriott  Services Business
               to  elect,  by  notice  to  Sodexho  Marriott,  to  purchase  the
               Competing  Host  Marriott  Services  Activities  on the terms and
               conditions  set forth in the notice.  If Host  Marriott  Services
               does not elect to purchase the Competing  Host Marriott  Services
               Activities  within the 30-day period,  Sodexho  Marriott shall be
               entitled to own and operate such Competing Host Marriott Services
               Activities,  subject to the restrictions on Transfer set forth in
               Section  3.d.ii   hereinbelow.   Notwithstanding  the  foregoing,
            
                                        8
<PAGE>

               Sodexho  Marriott  shall not have to offer to sell,  or sell,  to
               Host Marriott  Services any such Competing Host Marriott Services
               Activities which are not readily  divisible from other activities
               permitted to Sodexho Marriott, provided that the gross sales from
               such non-divisible Competing Host Marriott Services Activities do
               not exceed the  greater of One Million  Dollars  ($1,000,000.00),
               per year or five percent (5%) of the gross sales of the Competing
               Host Marriott  Services Business as determined in accordance with
               Section  3.c.iii  hereof.  In the event that the gross sales from
               such  non-divisible  Competing Host Marriott Services  Activities
               exceed the greater of One  Million  Dollars  ($1,000,000.00)  per
               year or five  percent  (5%) of the gross  sales of the  Competing
               Host Marriott  Services Business as determined in accordance with
               Section 3.c.iii  hereof,  then all  non-divisible  Competing Host
               Marriott   Services   Activities  shall  be  subject  to  Sodexho
               Marriott's  obligation  to offer  them for sale to Host  Marriott
               Services,  as set forth above, to the maximum extent that Sodexho
               Marriott and Host Marriott Services, using their best efforts and
               negotiating in good faith,  can make such Competing Host Marriott
               Services  Activities  divisible and transferable to Host Marriott
               Services.  The  amount  of One  Million  Dollars  ($1,000,000.00)
               referenced in this Section  shall be increased by the  percentage
               increase,  if  any,  in  the  Consumer  Price  Index,  All  Urban
               Consumers,  United  States  during the term hereof (using 1993 as
               the base year).

          ii.  Transfer to any Person  (other than Host  Marriott  Services) any
               Competing  Host  Marriott  Services  Activities  unless  it first
               offers to sell such Competing Host Marriott  Services  Activities
               to Host Marriott  Services upon  substantially the same terms and
               conditions  offered by a bona fide  prospective  purchaser not an
               affiliate of Sodexho Marriott.  Host Marriott Services shall have
               thirty (30) days after receiving notice of the proposed  Transfer
               to  elect,  by  notice  to  Sodexho  Marriott,  to  purchase  the
               Competing  Host  Marriott  Services  Activities  on the terms and
               conditions  set forth in the notice.  If Host  Marriott  Services
               does not elect to purchase the Competing  Host Marriott  Services
               Activities  from  Sodexho  Marriott  within  the  30-day  period,
               Sodexho  Marriott  shall be entitled to Transfer  such  Competing
               Host Marriott Services  Activities to any Person not an affiliate
               of  Sodexho  Marriott  on   substantially   the  same  terms  and
               conditions as set forth in the notice to Host Marriott  Services.
               However,  if no  definitive  agreement  to  Transfer  is executed
               within  ninety  (90) days  after  the  expiration  of the  30-day
               period,  Sodexho  Marriott  shall not  thereafter  Transfer  such
               Competing Host Marriott Services  Activities to any Person (other
               than Host Marriott Services) without first offering to sell it to
               Host Marriott Services as provided above.




                                       9
<PAGE>

                                  ARTICLE FOUR
                                  MISCELLANEOUS

4.1 ARBITRATION OF CERTAIN MATTERS.  Host Marriott Services and Sodexho Marriott
agree  that  any   controversy  or  dispute   concerning   any   calculation  or
determination of value or sales arising under Sections 2.c.iii,  2.d.i, 3.c.iii,
or 3.d.i hereof shall be settled in arbitration in accordance  with the Rules of
the American Arbitration Association then in effect. Such arbitration shall take
place in Washington, DC. Any judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction  thereof.  The arbitrators shall
not, under any circumstances, have any authority to award punitive, exemplary or
similar damages,  and may not, in any event,  make any ruling,  finding or award
that does not conform to the terms and  conditions  of this  Agreement.  Nothing
contained  in this  Section  4.1 shall limit or restrict in any way the right or
power of a party at any  time to seek  injunctive  relief  in any  court  and to
litigate the issues  relevant to such request for injunctive  relief before such
court (i) to restrain the other party from breaching this Agreement, or (ii) for
specific  enforcement  of this  Section  4.1.  The parties  agree that any legal
remedy  available  to a party with  respect to a breach of this Section 4.1 will
not be adequate and that, in addition to all other legal remedies, each party is
entitled to an order specifically  enforcing this Section 4.1. Neither party nor
the arbitrators  may disclose the existence or results of any arbitration  under
this Agreement or any evidence  presented  during the course of the  arbitration
without the prior written consent of both parties, except as required to fulfill
applicable  disclosure and reporting  obligations,  or as otherwise  required by
agreements with third parties, or by law.

4.2 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the
parties concerning the subject matter hereof.

4.3 MODIFICATION.  This Agreement may only be amended,  modified or supplemented
in a written agreement signed by both parties hereto.

4.4 WAIVER.  No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
hereof,  except by written  instrument  of the party charged with such waiver or
estoppel.

4.5  SEVERABILITY.  Host Marriott  Services and Sodexho  Marriott agree that the
period of restriction and the geographical area of restriction  imposed upon the
parties are fair and reasonable  and are reasonably  required for the protection
of each of the parties hereto.  If any term or other provision of this Agreement
is invalid,  illegal or incapable of being enforced by any rule or law of public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect as though the invalid  portions  were not a part
hereof. If the provisions of this Agreement  relating to the area of restriction
or the  period of  restriction  shall be deemed to exceed  the  maximum  area or
period which a court having jurisdiction over the matter would deem enforceable,
such area or period shall,  for purposes of this Agreement,  be deemed to be the
maximum area or period which such court would deem valid and enforceable.


4.6 REMEDIES. Sodexho Marriott and Host Marriott Services agree that irreparable
damage would occur in the event any of the provisions of this Agreement were not
to be performed in 

                                       10
<PAGE>

accordance  with the terms  hereof,  and that their remedy at
law  for  any  breach  of the  other  party's  obligations  hereunder  would  be
inadequate.  Sodexho Marriott and Host Marriott  Services agree and consent that
temporary and permanent injunctive relief may be granted in any proceeding which
may be brought to enforce any provision hereof without the necessity of proof of
actual damage.

4.7  ENFORCEABILITY.  The  terms,  conditions  and  promises  contained  in this
Agreement  shall be binding  upon and shall  inure to the benefit of each of the
parties  hereto,  their  heirs,  personal  representatives,  or  successors  and
assigns.  Each of the parties hereto shall cause its subsidiaries to comply with
such party's obligations hereunder.  Nothing herein, expressed or implied, shall
be construed to give any other Person any legal or equitable rights hereunder.

4.8  ASSIGNMENT AND  SUCCESSORS  AND ASSIGNS.  Neither party shall,  without the
prior  written  consent  of  the  other,  assign  any  rights  or  delegate  any
obligations  under  this  Agreement.  Notwithstanding  anything  herein  to  the
contrary, the restrictions, rights and obligations set forth in Articles 2 and 3
shall be treated as follows:  in the event Host Marriott Services  Transfers all
or  substantially  all of the  Host  Services  Business,  such  purchaser  shall
automatically  be bound by the terms of this Agreement unless such purchaser has
annual gross Sodexho  Marriott  Business sales in excess of Five Hundred Million
Dollars  ($500,000,000.00),  as increased by the percentage increase, if any, in
the Consumer  Price Index,  All Urban  Consumers,  United States during the term
hereof  (using  1993 as the base  year);  and,  in the  event  Sodexho  Marriott
Transfers all or  substantially  all of the Sodexho Marriott  Business,  without
exception,  such  purchaser  shall  automatically  be bound by the terms of this
Agreement.

4.9  CONSENT TO  JURISDICTION.  Subject  to  Section  4.1  hereof,  the  parties
irrevocably submit to the exclusive  jurisdiction of (a) the Courts of the State
of Maryland in Montgomery  County, and (b) if federal  jurisdiction  exists, the
United States  District  Court for the State of Maryland for the purposes of any
suit,  action or other  proceeding  arising  out of this  Agreement.  Each party
hereby irrevocably  designates,  appoints and empowers Prentice Hall Corporation
System,  Inc.  as its true and lawful  agent and  attorney-in-fact  in its name,
place,  and stead to  receive on its  behalf  service of process in any  action,
suit, or proceeding  with respect to any matters as to which it has submitted to
jurisdiction as set forth in the immediately preceding sentence.

4.10  INTERPRETATION.  When a reference is made in this  Agreement to a Section,
Article, or Schedule, such reference shall be to a Section, Article, or Schedule
of this Agreement unless  otherwise  indicated.  The headings  contained in this
Agreement are for reference  purposes only and shall neither  affect the meaning
or interpretation of this Agreement,  nor define or limit the scope or intent of
any  provision or part hereof.  Whenever the words  "include,"  or "includes" or
"including" are used in this  Agreement,  they shall be deemed to be followed by
the words "without limitation."

4.11 NOTICES. All notices and other communications hereunder shall be in writing
and  shall be  delivered  by hand,  by  facsimile  or mailed  by  registered  or
certified  mail  (return  receipt  requested)  to the  parties at the  following
addresses (or at such other  addresses for a party as shall be specified by like
notice) and shall be deemed given on the date on which such notice is received:

                                       11
<PAGE>

     To Sodexho Marriott:

          Sodexho Marriott Services, Inc. 
          10400 Fernwood Road 
          Bethesda, Maryland 20817 
          ATTN: General Counsel

          or

          -------------------------------------
          -------------------------------------
          -------------------------------------
          -------------------------------------


     To Host Marriott Services:

          Host Marriott  Services  Corporation  
          6600 Rockledge  Drive  
          Bethesda, Maryland 20817 
          ATTN: General Counsel

4.12  GOVERNING  LAW.  This  Agreement  shall be governed  by, and  construed in
accordance with, the laws of the State of Maryland,  regardless of the laws that
might be applied under applicable principles of conflicts of laws.

4.13  RELATIONSHIP OF PARTIES.  It is understood and agreed that nothing in this
Agreement  shall be deemed or  construed  by the  parties or any third  party as
creating an  employer-employee,  principal/agent,  partnership  or joint venture
relationship between the parties.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly  executed  and  delivered,  all as of the day  and  year  first  above
written.

                    SODEXHO MARRIOTT SERVICES, INC.

                    By:  /S/ ROBERT A STERN                
                         -----------------------------------------
                    Printed Name:  Robert A. Stern
                                   -------------------------------
                    Title:  Sr. Vice President and General Counsel
                            --------------------------------------


                    HOST MARRIOTT SERVICES CORPORATION

                    By:  /S/ JOE P. MARTIN                
                         -----------------------------------------
                    Printed Name:  Joe P. Martin
                                   -------------------------------
                    Title:  Sr. Vice President and General Counsel
                            --------------------------------------

                                       12
<PAGE>

                                   EXHIBIT A



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