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                                                                    EXHIBIT 10.3

                        EXECUTIVE EMPLOYMENT AGREEMENT

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

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

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

     WHEREAS, Executive currently serves as CEO of Employer.

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

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

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

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

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

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

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

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

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

3.   Compensation and Related Matters

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

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EXECUTIVE EMPLOYMENT AGREEMENT                                            Page 3
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annual compensation determination date established by Employer during the Period
of Employment but in any event no later than the first quarter of the applicable
fiscal year (the "Annual Compensation Determination Date") in an amount to be
fixed by the Board, but in no event shall such re-determined Base Salary be less
than $600,000.00. The Base Salary, as redetermined, is referred to herein as the
"Adjusted Base Salary." The Base Salary or, if applicable, the Adjusted Base
Salary, shall be payable in substantially equal bi-weekly installments.

     (b)  Incentive Compensation. In addition to Base Salary or, if applicable,
Adjusted Base Salary, Executive shall be eligible to receive in each fiscal year
during the Period of Employment, on or about the Annual Compensation
Determination Date (or earlier as provided in Paragraph 8 and 9 of this
Agreement), cash incentive compensation (the "Incentive Compensation") in an
amount determined annually by the Compensation Committee of the Board based on
individual performance, "Employer EBITDA Achievement" (as hereinafter defined),
and total return to shareholders. Incentive Compensation shall equal from zero
to three times the then current Base Salary or, if applicable, Adjusted Base
Salary. "Employer EBITDA Achievement" is the degree to which the annual budget
established by Employer for earnings before interest, taxes, depreciation, and
amortization is achieved. Notwithstanding the foregoing, the Incentive
Compensation shall equal at least one hundred fifty percent (150%) of the Base
Salary or, if applicable, Adjusted Base Salary for any year in which Employer
EBITDA Achievement is one hundred percent (100%) or more ("Target Incentive
Compensation").

     "Pro Rata Incentive Compensation" shall be paid to Executive for any
termination. Pro Rata Incentive Compensation equals the Incentive Compensation
for the fiscal year of termination multiplied by a fraction, the numerator of
which is the number of days in the current

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EXECUTIVE EMPLOYMENT AGREEMENT                                            Page 4
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fiscal year through Date of Termination and the denominator is 365.

     If, for the purpose of calculating Incentive Compensation or Pro Rata
Incentive Compensation, the Incentive Compensation cannot be determined by the
time required to be paid, Employer shall make a good faith estimate of this
amount, resolving all doubts in favor of Executive and, in calculating the Pro
Rata Incentive Compensation, such good faith estimate shall be based on an
amount Executive would have earned had he continued employment for the entire
fiscal year.

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

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

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

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

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EXECUTIVE EMPLOYMENT AGREEMENT                                            Page 5
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equivalent selected by Executive.


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

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

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

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

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

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

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

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

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

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

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

5.   Unauthorized Disclosure.

     (a)  Confidential Information. Executive acknowledges that in the course of
his employment with Employer (and, if applicable, the predecessors of Employer
or Previous Employer or WHC), he has been allowed to become, and will continue
to be allowed to become, acquainted with Employer's business affairs,
information, trade secrets, and other matters that are of a proprietary or
confidential nature, such as business opportunities, price and cost information,
finance, customer information, business plans, various sales techniques,
manuals, letters, notebooks, procedures, reports, products, processes, services,
and other confidential information and knowledge (collectively, the
"Confidential Information") concerning Employer's, Previous Employer's, and
their respective predecessors' business. Employer agrees to provide, on an
ongoing basis, such Confidential Information as Employer deems necessary or
desirable to aid Executive in the performance of his duties. Executive
understands and acknowledges that such Confidential Information is confidential,
and he agrees not to disclose such Confidential Information to anyone outside
Employer, except as he deems reasonably necessary or appropriate in connection
with performing his duties on behalf of Employer. Executive further agrees that
he will not during employment and/or at any time thereafter use such
Confidential Information in competing, directly or indirectly, with Employer or
Previous Employer. At such time as Executive shall cease to be employed by
Employer, he will immediately turn over to Employer all Confidential
Information, including papers, documents, writings, electronically stored
information, other property, and all copies of them provided to or created by
him during the course of his employment with Employer (or, if applicable,
Previous Employer).

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

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

     (a)  during the term of Executive's employment with the Employer and for a
period of twenty-four (24) months thereafter, regardless of the reason for
termination of employment, Executive will not, directly or indirectly, as an
owner, director, principal, agent, officer, employee, partner, consultant,
servant, or otherwise, carry on, operate, manage, control, or become involved in
any manner with any business, operation, corporation, partnership, association,
agency, or other person or entity which is in the business of owning, operating,
managing or granting franchise rights with respect to the top ten branded hotel
companies, as defined by accepted industry consultants, such as Price Waterhouse
Coopers, in any city in which the Employer, or any subsidiary or affiliate of
the Employer, operates any facility during Executive's term of Employment;
provided, however, that the foregoing shall not prohibit Executive from owning
up to one percent (1%) of the outstanding stock of a publicly held company
engaged in the hospitality business or holding as a purely passive investor of
less than a controlling interest in any other entity. Notwithstanding the
foregoing, after Executive's employment with the Employer has terminated, upon
receiving written permission by the Board,

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

     (b)  during the term of Executive's employment with the Employer and for a
period of twenty-four (24) months thereafter, regardless of the reason for
termination of employment, Executive will not, directly or indirectly, either
for himself or for any other business, operation, corporation, partnership,
association, agency, or other person or entity, call upon, compete for, solicit,
divert, or take away, or attempt to divert or take away current or prospective
customers (including, without limitation, any hotel owner, lessor or lessee,
asset manager, trustee, consumer with whom the Employer, or any subsidiary or
affiliate of the Employer, (i) has an existing agreement or business
relationship; (ii) has had an agreement or business relationship within the two-
year period preceding the Executive's last day of employment with the Employer;
or (iii) has included as a prospect in its applicable pipeline) or any
subsidiary or affiliate of the Employer.

     (c)  during the term of Executive's employment with the Employer and for a
period of twenty-four (24) months thereafter, regardless of the reason for
termination of employment, Executive will not directly or indirectly solicit or
induce any current or prospective employee of the Employer, or any subsidiary or
affiliate of the Employer (including, without limitation, any current or
prospective employee of the Employer within the six-month period preceding the
Executive's last day of employment with the Employer or within the 24-month
period of this covenant) to accept employment with Executive or with any
business, operation, corporation, partnership, association, agency, or other
person or entity with which Executive may be associated, and Executive will not
employ or cause any business, operation, corporation,


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 11
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partnership, association, agency, or other person or entity with which Executive
may be associated to employ any current or prospective employee of the Employer,
or any subsidiary or affiliate of the Employer, without providing the Employer
with ten (10) days' prior written notice of such proposed employment.

     (d)  Executive agrees and acknowledges that the restrictions contained in
this noncompetition covenant are reasonable in scope and duration and are
necessary to protect the Employer's business interests and Confidential
Information after the Effective Date of this Agreement. If any provision of this
noncompetition covenant as applied to any party or to any circumstance is
adjudged by a court to be invalid or unenforceable, the same will no in way
affect any other circumstance or the validity or enforceability of this
Agreement. If any such provision, or any part thereof, is held to be
unenforceable because of the duration of such provision or the area covered
thereby, the parties agree that the court making such determination shall have
the power to reduce the duration and/or area of such provision, and/or to delete
specific words or phrases, and in its reduced form, such provision shall then be
enforceable and shall be enforced. The parties agree and acknowledge that the
breach of this noncompetition covenant will cause irreparable damage to the
Employer, and upon breach of any provision of this noncompetition covenant, the
Employer shall be entitled to injunctive relief, specific performance, or other
equitable relief provided, however, that this shall in no way limit any other
remedies which the Employer may have (including, without limitation, the right
to seek monetary damages).

     (e)  Should Executive violate the provisions of this Paragraph, then in
addition to all other rights and remedies available to the Employer at law or in
equity, the duration of this covenant shall automatically be extended for the
period of time from which Executive began

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

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

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

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

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


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

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

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


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


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

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

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

8.   Compensation Upon Termination or During Disability

     (a)  Death. If Executive's employment terminates by reason of his death,
Employer shall, within thirty (30) days of death, pay in a lump sum amount to
such person as his estate shall designate in a notice filed with Employer or, if
no such person is designated, to Executive's estate, (i) Executive's accrued and
unpaid Base Salary or, if applicable, his Adjusted Base


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

     (b)  Disability. During any period that Executive is unable to perform his
duties hereunder as a result of incapacity due to physical or mental illness or
injury, Executive shall continue to receive his accrued and unpaid Base Salary
or, if applicable, his Adjusted Base Salary, and accrued and unpaid Incentive
Compensation payments under subparagraph 3(b), until and unless Executive's
employment is terminated due to Disability in accordance with subparagraph 7(b)
or until Executive terminates his employment in accordance with subparagraph
7(e), whichever first occurs. In the event of termination due to Disability
Employer shall, within thirty (30) days of the Disability Effective Date, pay in
a lump sum amount to Executive (i) his accrued and unpaid Base Salary or, if
applicable, his Adjusted Base Salary through the Date of Termination, plus (ii)
any accrued and unpaid Incentive Compensation and Pro Rata Incentive
Compensation. Upon the Disability Effective Date, all unvested stock options and
stock-based grants shall immediately vest and become exercisable and Executive
shall have one (1) year from the Date of Termination, or the remaining option
term, if later, to exercise the stock options. For a period of two (2) years
following the Date of


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

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 18
<PAGE>

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

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

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

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

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 19
<PAGE>

the following alternatives as is applicable:

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

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

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

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

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 20
<PAGE>

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

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

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 21
<PAGE>

     (e)  For Cause. If Executive's employment is terminated by Employer for
Cause as provided in subparagraph 7(c), then Employer shall, through the Date of
Termination, pay Executive his accrued and unpaid Base Salary or, if applicable,
his Adjusted Base Salary at the rate in effect on the date Notice of Termination
is given, plus his accrued, earned and unpaid Incentive Compensation.

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 22
<PAGE>

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

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

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

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 23
<PAGE>

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

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

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

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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 24
<PAGE>

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

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

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

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

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 25
<PAGE>

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

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

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

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

     (d)  Gross Up Payment.

          (1)  Excess Parachute Payment. If Executive incurs the tax (the
"Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986 (the
"Code") on "Excess Parachute Payments" within the meaning of Section 280G(b)(l)
of the Code, Employer will pay to Executive an amount (the "Gross Up Payment")
such that the net amount retained by


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 26
<PAGE>

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

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

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 27
<PAGE>

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

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

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

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 28
<PAGE>

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

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 29
<PAGE>

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

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

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

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

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

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 30
<PAGE>

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

          if to the Executive:

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

          if to Employer:

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

          Attn.:  General Counsel

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

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 31
<PAGE>

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

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 32
<PAGE>

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

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

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

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


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

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

13.  Loans.

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 34
<PAGE>

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

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

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 35
<PAGE>

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

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

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

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 36
<PAGE>

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

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 37
<PAGE>

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

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

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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 38
<PAGE>

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

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

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

                                WYNDHAM INTERNATIONAL, INC.


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

                                Its:  Executive Vice President - General Counsel


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


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EXECUTIVE EMPLOYMENT AGREEMENT                                           Page 39