<PAGE>

                                                                 EXHIBIT 10.6(a)

Capitol Plaza Holiday Inn                 H.E.R.E. Local 49
300 J Street                              1824 Tribute Road, Suite D
Sacramento, CA 95814                      Sacramento
446-0100                                  564-4949 or 1-800-HOTEL-49
                                          Medical & Dental: 921-3388
                                            or 1-800-562-9383

                      June 1, 1998 through May 31, 2001

Section 1.   Recognition
Section 2.   Union Representative's Activities/Shop Stewards
Section 3.   Types of Employees
Section 4.   Reporting Pay
Section 5.   Work Schedules
Section 6.   Discrimination and Equal Pay
Section 7.   Meals and Rest Periods
Section 8.   Work Day, Week, and Overtime
Section 9.   Vacations and Leaves of Absence
Section 10.  Holidays and Well Days
Section 11.  Funeral & Jury Duty Leave
Section 12.  Medical and Dental Plans
Section 13.  Pension
Section 14.  Contributions and Collections
Section 15.  Superior Workers and Premium Pay
Section 16.  Combination Jobs
Section 17.  Disciplinary Actions
Section 18.  No Strike and No Lockout
Section 19.  House Cards and Union Buttons
Section 20.  Union Security
Section 21.  Employer's Operation
Section 22.  Grievance Procedures
Section 23.  Arbitration
Section 24.  Dues and Fees Check-off
Section 25.  Worker's Compensation
Section 26.  Management Rights Reserved
Section 27.  Seniority
Section 28.  Terms, Terminations, and Amendments
Section 29.  Craft Rules, Regulations, and Working Conditions
Section 30.  Wage Scales
Section 31.  Signatures

Note: Wherever a masculine pronoun occurs in this document, it shall be
understood to include the feminine pronoun.
<PAGE>

               COLLECTIVE BARGAINING AGREEMENT 6-1-98 to 5-31-01


     THIS AGREEMENT, hereinafter called the contract, entered into this     day
of 1999, at Sacramento, California, by and between the Hotel Employees and
Restaurant Employees Union Local 49, AFL-CIO, hereinafter known as the Union,
and Holiday Inn - Capitol Plaza Sacramento, hereinafter designated as Employer.

     In the event any portion of this contract is invalidated by the passage of
legislation or by the rendition of a decision by a court of last resort, such
invalidation shall apply only to those portions thus invalidated; and the
remaining portions of this contract shall remain in full force and effect. If
this occurs both parties shall meet within fifteen (15) calendar days for the
purpose of renegotiating different provisions relative to the subject matter
invalidated.

Section 1.  RECOGNITION:

     The Union shall be recognized as the sole bargaining agent for the purpose
of collective bargaining for all employees coming under the jurisdiction of the
Union, except employees excluded under any applicable Federal law.

Section 2.  UNION REPRESENTATIVE'S ACTIVTIES/SHOP STEWARDS:

     (a)  Properly authorized representatives of the Union shall be permitted to
investigate the standing of all employees and to investigate conditions to see
that the contract is being enforced, provided that no interview shall be held
during the rush hours, or unreasonably interrupt the duties of any employee.
Authorized Union representatives shall inform the Employer or department head of
their presence at the Hotel before interviewing employees.

     (b)  Shop Stewards

     (1)  The maximum number of Shop Stewards shall be three (3) Shop Stewards.
It is understood that no more than one(l) Shop Steward shall be involved in the
handling of any one particular grievance.

     If any problem arises with the implementation of a Shop Steward system at
the hotel, the parties agree to meet upon request of either party and work out
mutually agreeable solutions to the problem.

     (2) The Employer agrees to recognize Shop Stewards. Shop Stewards shall
assist in the handling and/or investigation of grievances and may participate in
all steps of the grievance procedure.

     It is understood that during work time, if an employee requests the
presence of a Shop Steward at a meeting where discipline may occur, the Shop
Steward shall be allowed to leave his assigned job to attend such meeting. Shop
Stewards may discharge their responsibilities at other times during their
working hours only if prior approval is obtained from their immediate supervisor
and there is no disruption in work. The Employer reserves the right to schedule
grievance meetings during non-working hours of the Shop Steward. It is
understood that Shop Stewards may cross departmental lines.

Capitol Plaza Holiday Inn                2                     6/l/98 - 5/31/01
<PAGE>

     (3) Shop Stewards shall receive training from the Union concerning their
duties and responsibilities. In order to recognize Shop Stewards, the Union
shall notify the Employer of the names of the trained and certified Shop
Stewards.

     (4) The Union may appoint or elect Shop Stewards. The election may be held
on Employer's premises. It is understood that balloting will be conducted on
the employee's own time and shall not cause disruption of the Hotel operations.

Section 3. TYPES OF EMPLOYEES:

     (a) Full-time Employee: Any combination of shifts totaling thirty (30)
hours or more in a five (5) day period (work week).

     (b) Steady Part-time Employee: Any combination of shifts totaling less than
thirty (30) hours in a five (5) day period (work week).

     (c) Tipped Employee: Food and beverage servers, bus persons, bellpersons,
bartenders, and valet parking attendants.

     (d) Non-tipped Employee: All others not mentioned in Sub-Section (c) above.

Section 4. REPORTING PAY:

     (a) When an Employer or his representative orders an employee to report for
work or fails to notify an employee not to report for work for any reason and
said employee is not allowed to work, the Employer shall pay the employee for
one-half (1/2) of the shift called for but not less than four (4) hours minimum.
This shall not apply to an employee under the influence of liquor or drugs.
Employees scheduled to attend mandatory training/educational sessions shall be
compensated at a two (2) hour minimum pay, or actual time spent, whichever is
greater.

     (b) Employees who are to be terminated must be notified at the end of their
shift. If this is not done and they report for work the next regular work day
and are not placed at work, they shall receive one-half (1/2) of their scheduled
shift or four (4) hours minimum pay for so reporting.

Section 5. WORK SCHEDULES:

     (a) The Employer shall post in a conspicuous place in each department, a
work schedule specifying names and classifications, days off and starting and
finishing time, which must be corrected weekly if need be. The weekly schedule
should be posted by 12:00 noon on Thursday, to be effective 4:00 a.m. on
Saturday.

     (b) Except for Housekeeping Department Employees, regularly scheduled
employees shall have a fixed starting time, which time shall not be changed by
the Employer without giving a thirty-six (36) hour notice to the affected
employee, except in case of need or emergency and by mutual consent.

     It is further understood that:

          1.  All employee requests for a variance in a posted schedule will be
          at the sole discretion of management.

          2.  All employee requests for a variance in scheduling must be
          submitted before the schedule is posted and must be in writing.
          Schedule variance requests will not be considered granted unless
          signed as approved by the Department Head.

Capitol Plaza Holiday Inn              3                        6/1/98 - 5/31/01
<PAGE>

          The employee shall be responsible for keeping this written approval
          in case of a dispute.

          3.  Seniority shall determine who has preference for a schedule
          variance request if a conflict between employees arises before the
          schedule is posted.

          4.  After posting of the work schedule, schedule variance requests, if
          granted at all, will be to the first person to request the variance in
          writing.

          5.  The scheduling procedures for the Housekeeping Department are
          attached hereto as Addendum "B".

     (c) Except as provided for in Section 4 (a), the minimum shift for all
classifications will be for four (4) hours, except the Banquet Department which
has a three (3) hour minimum shift.

     (d) Split Shifts: Six (6) to eight (8) hours work within a spread of twelve
(12) consecutive hours with only one (1) split shall constitute a split shift.
Split shifts will be paid one (1) hour at the current minimum wage in addition
to wages earned, in accordance with current I.W.C. regulations.

Section 6. DISCRIMINATION AND EQUAL PAY:

     (a) There shall be no discrimination against any employee in accordance
with all applicable State and Federal laws.

     (b) The Union and the Employer agree the Employer shall be permitted to
take all actions necessary to comply with the Americans With Disabilities Act.
However, the Employer agrees that any accommodation made for an employee which
conflicts with any term or provision of this contract shall first be discussed
with the Union prior to its implementation. In any event, the only issue under
this provision that may be subject to the grievance procedure is pursuant to the
security provisions of this Contract.

Section 7. MEALS AND REST PERIODS:

     (a) All meals furnished under this contract will be above and beyond the
wage scales set forth in this contract and at no cost to the employee, except
for any applicable State or Federal tax liability.

     (b) Any employee working four (4) hours or more per day shall receive one
(1) hot or one (1) cold meal of comparable quality to that served to the
customer, excluding gourmet items.

     (c) Any employee working a full shift shall be given an opportunity to eat
a meal within not less than two (2) or more than five (5) hours from the
commencement of the shift. This may be waived by mutual consent, but in no case
will an employee be allowed to work more than five (5) hours without a meal
break.

     (d) In the event that employees are not permitted to eat in the dining
room, they shall be provided with clean and sanitary facilities therefor, and be
responsible for removing their own dishes, silverware, glassware, etc., to a
proper station.

     (e) Where one (1) hot or cold meal is required to be furnished, pursuant
to this Section, and the employer fails to furnish such meal, he shall pay the
employee one dollar and fifty cents ($1.50) for each meal not furnished.
Employees who voluntarily do not eat the meal furnished by the Employer shall
have no claim on the Employer for cash in lieu of that meal.


Capitol Plaza Holiday Inn               4                       6/1/98 - 5/31/01
<PAGE>

     (f)  All employees shall be entitled to a ten (10) minute rest period for
every four (4) hours worked or major portion thereof.

Section 8.  WORK DAY, WEEK, AND OVERTIME:

     (a)  Seven and one-half (7 1/2) hours within eight (8) shall constitute an
eight (8) hour shift and a day's work, except for bartenders, security, night
auditors and graveyard housekeeping personnel. All of these employees shall be
paid for all eight (8) hours of their eight (8) hour shift (includes their
thirty (30) minute meal break).

     (b)  Any work performed in excess of an eight (8) hour shift shall be
compensated at time and one-half (1 1/2) of the regular rate of pay for each
major portion of each quarter (1/4) hour worked.

     (c)  Five (5) days in seven (7) consecutive days shall constitute a work
week. Any work performed on the sixth (6th) or seventh (7) day of any seven (7)
consecutive days shall be at time and one-half (1 1/2) of the regular rate of
pay.

     (d)  A ten (10) hour, four (4) day, work week may be implemented by mutual
 agreement of the Union and the Employer, in a given classification.

     (e)  Except for Banquet Department employees, no employee shall be allowed
to work more than one (1) shift in any one (1) calendar day. This shall not
prohibit the performance of overtime work consecutive with the shift completed.

     (f)  Except for Banquet Department employees, eight (8) hours must elapse
between any two (2) regular scheduled shifts. Should a period of eight (8) hours
not elapse between the end of any one (1) regular scheduled shift and the
beginning of the next regular scheduled shift, then overtime wages of one and
one-half (1 1/2) of the regular rate of pay shall prevail. This shall not apply
in case of emergency and with the mutual consent of both parties. This shall not
apply to split shifts as defined under Section 5.

Section 9.  VACATIONS AND LEAVES OF ABSENCE:

     (a)  Vacations with pay are hereby established for all employees. The
period of service for the purpose of earning a vacation shall begin with the
date of employment with this Employer and be calculated as follows:

          After twelve (12) consecutive months he shall be entitled to one (1)
          week's vacation with pay.
          After twenty-four (24) consecutive months he shall be entitled to two
          (2) weeks vacation with pay.
          Effective January 1, 1999, after eight (8) consecutive years and
          thereafter, he shall be entitled to three (3) weeks vacation with pay.
          Effective January 1, 1999, after fifteen (15) consecutive years and
          thereafter, he shall be entitled to four (4) weeks vacation with pay.

     Vacations shall not be cumulative: i.e., they may not be accumulated from
one twelve (12) month period (commencing with the anniversary date) to the next.
Pay for unused vacation time shall be paid out on the employee's anniversary.

     (b) Vacation pay shall be computed by the formula which follows. The
earnings upon which the computation is made shall be the total sum earned during
this period with the exception


Capitol Plaza Holiday Inn                   5                   6/1/98 - 5/31/01
<PAGE>

of banquet service charges and employee's declared tips, meals, premium holiday
pay and bonuses.

                           Vacation Pay Computation

     1st year - 2% of wages earned.
     2nd through 7th year - 4% of wages earned.
     8th through 14th year - 6% of wages earned.
     15th completed year and thereafter - 8% of wages earned.

     (c) For the purpose of pro-rating vacations for all employees, who quit or
are terminated and who have served more than six (6) months shall on termination
of employment be compensated in lieu of vacation as follows:

                         Vacation Pay Upon Termination

     6 months and up to 12 months - 2% of wages earned.
     13 months through 7th year - 4% of wages earned.
     8th year through 14th year - 6% of wages earned.
     15th completed year and thereafter - 8% of wages earned.

     (d)  Temporary layoffs or leaves of absence for non-medical reasons, not
exceeding the following schedule, shall not interrupt continuity of employment
for the purpose of vacation eligibility:

          1.  During the first year of employment - 30 days.
          2.  During the second and subsequent years of employment - 45 days.
          3.  Those employees with three or more years of seniority shall be
          entitled to a leave of absence of up to six (6) months.
          4.  These time periods shall not be cumulative.
          5.  The Employer shall grant eligible employees family care leaves as
          required by the Federal Family and Medical Leave Act and California
          Family Care Act. The Union and the Employer agree that this contract
          shall be interpreted to be consistent with these State and Federal
          Laws.

     (e) During each November, sign up sheets will be posted for vacation
selection. During that month, employees will have the option of choosing a
vacation period in the following calendar year. If two (2) or more employees
request the same time period for vacation, and all cannot be granted that
period, hotel seniority shall determine who will get that time period. If at the
end of November, an employee fails to schedule a vacation time period, the
Employer shall have the right to schedule that employee for vacation time off.
Unless there is a serious verifiable emergency, any employee who has been given
or selected a given vacation period may not request a change in said vacation
period unless at least fourteen (14) calendar days advance written notice is
given. In all cases granting of variances is at the sole discretion of the
Employer. Black-out

Capitol Plaza Holiday Inn                   6                   6/1/98 - 5/31/01
<PAGE>

periods, where no vacation will be granted, are at the sole discretion of the
Employer. However, if business allows, the Employer has the option of releasing
any of that time for vacations.

     (f)  Employees shall be entitled to one (1) additional week without pay to
follow consecutively after their paid vacation. The employee must request this
additional time off at the same time as they request their vacation pay; 45
calendar days in advance of the start of their vacation.

     (g)  The employee will be paid their vacation pay within thirty (30)
calendar days prior to the start of their vacation by means of the regular
payroll period. However, employees must fill out a vacation pay request
forty-five (45) calendar days prior to the start of their vacation for this to
be guaranteed. If after so doing this, the Employer fails to have the vacation
pay included in the regular pay period check, a separate check will be issued
for that vacation pay prior to the start of the vacation.

     (h)  The Employer will pay Medical, Dental and Pension payments for said
vacation time on the same hours as if the employee actually worked. This will
not apply to terminated employees.

Section 10. HOLIDAYS AND WELL DAYS:

     (a)  The following days shall be observed as holidays:
                New Year's Day (January 1)
                President's Day (3rd Monday in February)
                Memorial Day (last Monday in May)
                Independence Day (July 4th)
                Labor Day (1st Monday in September)
                Thanksgiving Day (4th Thursday in November)
                Christmas Day (December 25th)

Any work performed on such days shall be paid for at time and one-half (1 1/2)
the regular rate of pay. If an employee does not work on a holiday, said
employee is not entitled to holiday pay.

     (b)  Any non-tipped employee working on a holiday which is also their sixth
 (6th) or seventh (7th) consecutive day of work will be compensated at two (2)
 times the regular rate of pay.

     (c)  After one (1) year of continuous employment (including approved
medical leave of absence and vacation time) any employee who has also qualified
for medical, dental, and pension benefits will be entitled to paid well days in
accordance with the following schedule:

Effective:   1-1-99
             ------
      Employment         # of Days
      ----------         ---------
      1 Year                 1
      2 Years                2
      3 Years                5
      4 Years                6
      5 Years or more        7




Capitol Plaza Holiday Inn                   7                   6/1/98 - 5/31/01
<PAGE>

     (d)  Well days may be used to cover a day off for illness or injury, and
the Employer cannot demand a doctor's report unless that day is a holiday, or
immediately prior to or after a holiday, the vacation period, or regularly
scheduled days off. Other than this type of medical emergency, one week's notice
must be given to the Employer to schedule a well day off. The Employer has the
option to waive this advance notice. Well days may be taken off consecutively
where applicable. Unused well days may accumulate to a maximum of eighteen (18)
days. If currently over eighteen (18) days, the Hotel will pay off excess days.

Section 11. FUNERAL & JURY DUTY LEAVE:

     (a)  In the event of a death in the immediate family of an employee who has
one (1) or more years of employment with this Employer, that employee shall be
granted a leave of absence with pay not to exceed three (3) days. This provision
does not apply if the funeral occurs during the employee's vacation, leave of
absence, days off, lay off or sick leave. A day's pay shall be based upon an
employee's normal work schedule.

     (b)  The immediate family shall mean only a (step) father, (step) mother,
(step) brother, (step) sister, spouse, (step) child, (step) mother-in-law,
(step) father-in-law, or (step) grandparent.

     (c)  Funeral leave applies only when the employee must make arrangements
for the funeral and/or to attend the funeral. It is not applicable for other
purposes, such as settling the estate, etc.

     (d)  The Employer may demand verification of the death and the
relationship. The employee must notify his immediate shift supervisor as soon as
possible of the death and his necessary absence from work.

     (e)  Funeral leave hours shall count toward Medical, Dental and Pension
benefits calculations.

     (f)  Employees serving on jury duty shall retain their seniority, and the
Employer will continue to make contributions for them to continue their Medical,
Dental and Pension benefits on the same basis as their scheduled hours before
that jury duty. In no event shall the Employer continue Medical, Dental and
Pension benefits for more than thirty (30) calendar days per calendar year.

Section 12. MEDICAL AND DENTAL PLANS:

     (a)  The Sacramento Independent Hotel, Restaurant and Tavern Employees
Welfare Plan is hereby established. The details of the Trust Fund and the
Declaration of Trust dated the 1st day of April 1954 and the 1st day of August
1954, as executed by the parties hereto is hereby made a part of this contract.
The Fund shall be administered by the Employers and the Union through a Board of
Trustees. The Union recognizes the Sacramento HERE Employers' Association as the
representative body to appoint and/or remove Management Trustees on said Board,
provided said Association is legally constituted and approved by Employers
representing a majority of employees who are participants in the Fund.

     (b)  Eligibility Requirements: In all cases, for an employee to be eligible
for coverage he must work a minimum number of hours per calendar month
commencing with the calendar month immediately following the calendar month of
the date of hire as follows:


Capitol Plaza Holiday Inn                   8                   6/1/98 - 5/31/01
<PAGE>

     All Employees........60 hours or more per calendar month.

For all purposes under this contract, the above are known as the "minimum
required number of hours per calendar month." They must be worked for a single
contributing Employer under this contract.

     (c) Contributions: For each eligible employee the Employer shall contribute
during the term of this contract the following sums per calendar month; January
1999 contributions are based upon December 1998 hours:

1.   MEDICAL - Low Plan (Low Indemnity):
          1-1-99     $84.00      This rate is for all new hires, for their
          1-1-00     $88.00      first twelve (12) calendar months of
          1-1-01     $92.00      employment including anyone hired during
                                 the month of the 1999 ratification vote.

2.   MEDICAL - High Plan (fully paid Kaiser or High Indemnity):
          1-1-99     $119.00     This rate is for all employees who have
          1-1-00     $129.00     completed twelve (12) calendar months
          1-1-01     $139.00     of employment, or have been hired prior
                                 to the month of the 1999 ratification vote.

3.   During the term of this contract, PacifiCare HMO, or another equal value
HMO will be offered as an alternative plan. Any employee may choose either Plan
by completing the necessary paperwork within 30 days of hire or during the
annual open enrollment. Those employees must then co-pay the difference between
the PacifiCare premium, or its alternative, and the Employer's contribution each
month through payroll deduction.

4.   DENTAL:                        4-1-99      1-1-00      1-1-01
                                    ------      ------      ------
All Employees, 60 hours or more.....$13.00......$14.00......$15.00

      It is the desire and intent of the contracting parties to seek to preserve
a sound financial reserve in the Trust Fund to adequately meet the needs of the
participants of the Fund. Should depletions of the reserves occur in excess of
what can be recovered, then the Trustees will modify benefits temporarily until
such time as financially corrective measures can be taken.

      (d) Contributions to the Fund for work performed shall be paid not later
than the tenth (10th) day of the month following that in which such work is
performed. Contributions to be made to the Administrator of the Fund on forms
furnished to the Employer by the Fund showing name of the employee, social
security account number of new employees, number of hours worked, the amount of
contributions due, and such other information as required by the Trustees.

      (e) It is hereby agreed that the Employer shall permit a confidential
audit of payroll records by an authorized representative of the Medical Trust
Fund to verify hours worked only.

      (f) The Trustees of the Sacramento Independent Hotel, Restaurant and
Tavern Employees Welfare Plan shall not be obligated to, and are not authorized
to accept any

Capitol Plaza Holiday Inn             9                         6/1/98 - 5/31/01
<PAGE>

contributions from an Employer under this Section of the contract unless the
said Employer is currently a party to or bound by a current contract with the
Hotel Employees and Restaurant Employees Union Local 49.

     (g) The Employer agrees to pay up to two (2) months contributions per
calendar year for Medical and Dental benefits for any qualified employee who is
off work because of medical reasons. A qualified employee shall be deemed an
employee who has been qualified under this section for twelve (12) months
continuous service for this Employer.

     (h) The schedule of benefits to be provided for each eligible employee and
each covered dependent shall be determined by a majority of the Board of
Trustees of said Fund.

     (i) The Employer agrees to participate in an employee co-payment program
for dependent coverage. The co-payment schedule is set by the Trust Fund, and
the benefits provided shall be determined by the Trust Fund. The co-payments
must be transmitted to the Trust Fund concurrent with the payments for the
employee's coverage in order to maintain coverage. All of the conditions and
penalties apply to co-payment coverage that apply to employee coverage as stated
in this Section and the Contributions and Collections Section, as well as the
decision of the Trustees of that Trust Fund.

     (j) There will be an open enrollment period during the month of October.
Employees shall pay by payroll deduction, and the Employer shall remit to the
Fund each month its monthly contributions, the difference between the amount of
monthly contributions paid by the Employer, as shown above, and the actual costs
of providing the benefits of the Plans, as determined by the Trustees. For this
purpose, the Employer shall provide for automatic and continuing payroll
deduction. All employees participating in the Plan shall by this Contract be
deemed to have granted the Employer authorization to withhold from their wages
the amounts necessary to maintain coverage.

     These deductions will continue for one (1) full year for those originally
eligible. The deductions will be made only in months that the employee has 60
hours of work or pay and for which the Employer makes a contribution to the
Welfare Fund. In case of marriage, births, adoptions, etc., new dependents may
be added within 30 days.

     New employees will begin to have the dependent contributions deducted, if
they chose such coverage, in the last month of Employer contributions which
will make the family eligible for benefits in the succeeding month.

     Those employees who do not sign up their dependents when originally
eligible will have to provide evidence of insurability, at their own expense,
if they wish to enroll the dependent(s) at a subsequent annual open enrollment
period.

     The Employer will supply to the Trust Fund Administrative office a copy of
each payroll deduction form signed by an employee.

Section 13. PENSION:

(a) Sacramento Independent Hotel, Restaurant and Tavern Employees Pension Plan
is hereby established. The parties to this Contract shall enter into a Trust
Agreement complying with the provisions of Section 302(c), of the Labor
Management Relations Act, 1947, as amended, under which the Pension Plan shall
be administered and under which a Board of Trustees upon which Union and
Employer have equal representation shall be created. The Union recognizes the


Capitol Plaza Holiday Inn              10                       6/1/98 - 5/31/01
<PAGE>

Sacramento HERE Employer's Association as the representative body to appoint
and/or remove Management Trustees on said Board, provided said Association is
legally constituted and approved by Employer's representing a majority of
employees who are participants in the "Fund."

     (b) Eligibility Requirements: In all cases, for an employee to be eligible
for coverage he must work a minimum number of hours per calendar month
commencing with the calendar month immediately following the calendar month of
the date of hire as follows:

     All Employees.......60 hours or more per calendar month.

For all purposes under this contract, the above is known as the "minimum
required number of hours per calendar month." They must be worked for a single
contributing Employer under this contract.

     (c) Contributions: For each eligible employee the Employer shall contribute
during the term of this contract the following sums per calendar month:

PENSION:                                   1-1-99      1-1-00      1-1-01
                                           ------      ------      ------
All Employees, 60 hours or more............$23.00......$28.00......$33.00

     (d) Contributions to the Fund for work performed shall be paid not later
than the tenth (10th) day of the month following that in which such work is
performed. Contributions to be made to the Administrator of the Fund on forms
furnished to the Employer by the Fund showing name of the employee, social
security account number of new employees, date of birth, number of hours worked,
the amount of contributions due and such other information as required by the
Trustees.

     (e) It is hereby agreed that the Employer shall permit a confidential
audit of payroll records by an authorized representative of the Pension Plan
Trust Fund to verify hours worked only.

     (f) The Trustees of the Sacramento Independent Hotel, Restaurant and Tavern
Employees Pension Plan shall not be obligated to, and are not authorized to
accept any contributions from an Employer under this Section of the contract
unless the said Employer is currently a party to or bound by a current contract
with the Union.

     (g) The schedule of benefits to be provided for each eligible employee
shall be determined by a majority of the Board of Trustees of said Fund.

Section 14. CONTRIBUTIONS AND COLLECTIONS:

     (a) Failure to pay contributions required under Sections 12 and 13 of this
contract when due may result in impairment of or loss of benefits to the
employees and result in additional costs in the administration of the Trust
Funds. It is impractical and extremely difficult to fix the actual damage
resulting from failure to pay the contributions in the manner and at the times
provided in Sections 12 and 13. The contributions are due on the tenth (10th) of
the month. Consequently, if the Employer fails to make such contributions by the
twentieth (20th) of the month in which such contributions are due, the Employer
shall pay an additional sum equal to ten


Capitol Plaza Holiday Inn              11                       6/1/98 - 5/31/01
<PAGE>

percent (10%) of the contributions due and payable in such month, or fifty
dollars ($50.00), whichever is greater, as liquidated damage for each such late
payment. In addition the Employer shall pay interest in the amount of one and
one-half percent (1 1/2%) per month (eighteen percent (18%) annual interest) on
the unpaid balance.

     (b) In the event the Employer willfully fails to report and pay the
contributions as required by Sections 12 and 13, or in the event the Employer so
negligently keeps and maintains his books and records that the amount of the
contributions reported and paid are ten percent (10%) less than the total
contributions found to be due under Sections 12 and 13, he shall pay the cost of
the audit, but in no event more than one thousand dollars ($1,000).

     (c) In the event the Trustees are required to file suit to collect
contributions due under Sections 12 and 13, the Employer agrees to pay such sums
as the court shall fix as attorneys' fees and court costs.

     (d) The parties hereto hereby authorize the Trustees of the Sacramento
Independent Hotel, Restaurant and Tavern Employees Welfare Plan Trust, and the
Trustees of the Sacramento Independent Hotel, Restaurant and Tavern Employees
Pension Trust, to waive or compromise the liquidated damages, cost of audit,
and/or attorneys' fees provided above when in their judgment such waived or
compromise is deemed just and proper.

     (e) The parties hereto agree to abide by any and all action taken by the
Trustees of the Health and Welfare Plan and the Pension Plan or a successor
Trust designated by the Union between January 1, 1999, and May 31, 2001.

Section 15. SUPERIOR WORKERS AND PREMIUM PAY:

     (a) The scale of wages in this contract are minimum scales and do not
prohibit a superior worker from receiving a higher wage scale.

     (b) Employees receiving premium pay above the contract wage scale shall be
red circled and shall be given the same increase that the contract rate
receives.

     (c) No employee shall as a result of the signing of this contract suffer a
reduction in his wages or fringe benefits.

     (d) If the State or Federal Minimum Wage is established at an amount in
excess of the wage scales in this contract, then those minimum wages established
shall take effect immediately in this contract in lieu of wages herein
established.

Section 16. COMBINATION JOBS:

     When an employee occupies a position combining two (2) or more
classifications in any day, said employee shall be paid for the time worked in
each classification at the contract rate of pay for that classification. This
shall not apply to relief for meal periods or rest periods nor to employees for
whom combination scales are fixed in this contract.

Section 17. DISCIPLINARY ACTIONS:

     (a) The Employer may only discipline, suspend or terminate for reasons of
just cause. The Employer shall have the right to establish reasonable rules,
policies and regulations to maintain a safe and efficient operation.

Capitol Plaza Holiday Inn               12                      6/1/98 - 5/31/01
<PAGE>

     (b) Written disciplinary notices (written warnings, suspensions and
terminations) issued to employees must specify the events or actions for which
the notice is issued. Written disciplinary notices shall be issued to employees
within five (5) calendar days excluding Saturdays, Sundays, vacations, leaves of
absence, and holidays, after the Employer first became aware of the event or
action for which the disciplinary notice has been issued. Employees shall be
provided with a copy of the notice and a copy shall be mailed to the Union.

     (c) The Union shall have the right to challenge the propriety of any
discipline and/or termination pursuant to the requirements of the Grievance
Procedures Section of this Contract.

     (d) It is understood that except in cases which are considered serious
enough for immediate termination, discipline shall be progressive and corrective
in nature. Warning notices, including suspensions, shall be considered null and
void after a period of twelve (12) months.

     (e) Probationary Period. An employee may be terminated or disciplined for
any reason during the first ninety (90) calendar days of employment (the
probationary period) and such termination or discipline shall not be subject to
the grievance or arbitration procedures of this contract.

     (f) An employee may not be terminated while:
          1.  On vacation.
          2.  On written leave of absence.
          3.  On medical leave not exceeding four (4) months if employee
              furnishes Employer with monthly progress reports of doctor and
              full release from doctor upon returning to work.

Section 18. NO STRIKE AND NO LOCKOUT:

     Both the Union and the Employer recognize the service nature of the hotel
business and the duty of the Employer to render continued and hospitable service
to the public by supplying food, lodging, and other hotel accommodations.
Therefore, neither the Union or any of the employees will call, engage in,
participate in, or sanction any strike, sympathy strike, slow-down, stoppage of
work, picketing, or boycott during the life of this Contract. The Employer shall
not engage in a lock out during the life of this Contract.

Section 19. HOUSE CARDS AND UNION BUTTONS:

     (a) This establishment may display the International House Card, and it
shall at all times remain the property of the Union, and may be removed from
this establishment for failing to comply with this contract.

     (b) Employees may wear one (1) standard Local 49 Union Button while on
duty.

Section 20. UNION SECURITY:

     (a) The Employer shall notify the Union of all job openings within the
bargaining unit covered by this Contract. The Union may refer qualified
applicants for those openings. The Employer shall be the judge of the
qualifications of his employees and applicants.

     (b) All present employees who are not members of the Union on the effective
date of this Contract shall, as a condition of employment, on or after the
thirtieth (30th) calendar day following the effective date of this Contract
become and remain members of the Union.

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<PAGE>

     All new employees hired on or after the effective date of this Contract
shall, as a condition of employment, on or after the thirtieth (30th) calendar
day following the beginning of such employment, become and remain members in
good standing of the Union.

     As a condition of continued employment, all employees must be members of
the Union. For purposes of this Section, the terms "members of the Union" and
"members in good standing" shall be defined as one who timely tenders any
Initiation fee and/or monthly dues as set forth in the Bylaws and Constitution
of the Union and in accordance with applicable law.

     (c) Upon written notice from the Union of failure on the part of any
individual employee to complete or maintain membership in the Union as above
required, the Employer shall within seven (7) calendar days of such notice,
terminate such employee. The Union agrees to and will hold the Employer harmless
from and will indemnify the Employer from any and all claims, including
attorneys' fees and costs, that may be asserted as a result of any such Union
request for termination of an employee.

     (d) No employee shall be allowed to enter into any individual contract or
agreement with his Employer concerning conditions of employment or wages which
are less than the conditions of employment or wages contained herein for hours
worked.

     (e) If a salaried supervisorial employee works at the trade he must become
or maintain his membership in the Union in good standing; providing, however,
this Section shall not be applicable to work at the trade in emergencies, fill-
in work during vacation periods, and under other circumstances mutually agreed
to by the Employer and the Union.

     (f) When an employee is hired, the Employer will notify the employee of
this contract. Within seven (7) calendar days following the date of hire, the
Employer shall notify the Union in writing of the name, date of hire,
classification, rate of pay, address and social security number.

Section 21. EMPLOYER'S OPERATION:

     All provisions of this contract shall be equally effective under any sub-
contract or concession covering work performed in or outside of the
establishment of the Employer within the classification of work as set forth in
the terms of this contract. (The status of the gift shop is governed by Addendum
A of this contract.)

     In the event business conditions necessitate the subcontracting of any one
or all services performed in any bargaining unit classification, the Employer
agrees to give the Union sixty (60) days notice of its intention to subcontract
and will agree to meet and discuss the issue with the Union should there be any
adverse impact upon any bargaining unit member. The Employer further agrees to
inform the subcontractor of the existence of the contract, and in good faith
make their best effort to ensure the subcontractor retains the current
employees.

Section 22. GRIEVANCE PROCEDURES:

     For purposes of this contract, a grievance shall be defined as a dispute,
or difference of opinion, between the Union and the Employer involving the
meaning, interpretation, or application of this contract, or the alleged
violation of any provision of this contract.

     Both parties having mutually agreed to the benefits of speedy resolutions
of grievances, especially disciplinary action for alleged violations of house
rules, procedures or terms and

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<PAGE>

conditions of this contract. All such disputes shall be processed in the
following time and manner. Time limits at any step in the procedure may be
waived by mutual agreement of the parties.

     Step 1. The employee may discuss the matter with his supervisor on an
informal basis to settle the matter promptly. The employee may have a Union Shop
Steward or Union representative assist him in Step 1. if he so desires.

     Step 2.

          (a) If the grievance is not resolved at Step 1., the Union
Representative shall meet with the Employer, or his authorized representative,
for the purpose of attempting to resolve the dispute.

          (b) The employee or the Union Representative must submit all
disciplinary grievances in writing to the Employer within ten (10) calendar days
after the disputed discipline occurred, or it will be deemed waived by the
grieving party, as well as both the Union and the Employer.

          (c) All non-disciplinary grievances must be submitted in writing to
the other party within twenty (20) calendar days of first knowledge of said
grievance or it will be deemed waived by the parties.

          (d) If a settlement of the grievance is not reached during Step 2.,
then the Union may file for a Board of Adjustment (Step 3.). In any event, the
Union must file for a Board of Adjustment within ten (10) calendar days of the
date that the grievance was filed in writing with the Union. Failure to request
an Adjustment Board in the prescribed time frame shall disallow any further
action on the grievance unless the time period is waived by the Union and the
Employer.

      Step 3.

          The Adjustment Board shall meet within seven (7) calendar days of a
request for a hearing. The Adjustment Board shall consist of two (2)
representatives from each contracting party. The Adjustment Board shall be
empowered to hear and resolve, by simple majority, all grievances properly
brought before them. Any decisions of the Adjustment Board shall be final and
binding. If the Adjustment Board cannot agree on any matter before it, the
grieving party may request arbitration. Said request must be done within seven
(7) calendar days of the deadlocked decision of that Adjustment Board, or that
grievance shall be deemed waived by both parties.

Section 23. ARBITRATION:

     (a) If arbitration is resorted to, the decision of the arbitrator shall be
final and binding upon both of the parties. The time limits contained herein may
be waived by mutual agreement of the parties.

     (b) Within ten (10) calendar days of the request to arbitrate, the parties
shall choose an arbitrator from a list of seven (7) arbitrators provided by the
Federal Mediation & Conciliation Service.

     (c) Expedited arbitrations shall commence within twenty-eight (28)
calendar days of the request for arbitration in all disciplinary grievances.

     (d) All non-disciplinary grievances shall proceed at the earliest possible
date, and the arbitrator chosen must be instructed by the parties to render his
written decision within thirty (30)

Capitol Plaza Holiday Inn               15                      6/1/98 - 5/31/01
<PAGE>

calendar days of the arbitration, unless a bench decision has been mutually
requested by the parties.

    (e) Arbitration hearings shall be conducted in accordance with the
following procedures:

     1. Continuances may be granted by the Arbitrator, but any cost shall be
     paid by the requesting party.

     2. There shall be no formal rules of evidence.

     3. Hearings shall normally be completed within one (1) day.

     4. The Arbitrator shall have sole authority to rule on all motions and to
     decide the case.

     5. Bench decisions shall be the rule in all disciplinary cases, unless
     otherwise agreed to beforehand by the parties.

     (f) Each party shall bear their own cost of the arbitration excluding the
Arbitrator's fee and his related costs which shall be equally divided between
the parties.

     (g) The Arbitrator shall not have the power to add to, or to modify any of
the terms, conditions, sections or subsections of this contract. The
arbitrator's decision shall not go beyond what is necessary for the
interpretation and application of this contract in the case of the specific
grievance at issue.

     (h) No grievances that arose between June 1, 1998, and January 22, 1999,
are subject to the provisions of Section 23.

Section 24. DUES AND FEES CHECK-OFF:

     (a) The Employer will deduct from their wages and turn over to the duly
designated officer of the Union the membership dues, initiation fees, and
reinstatement fees of such members of the Union as individually and voluntarily
certify in writing on and after the date of this contract that they authorized
such deductions. Such written authorizations shall be irrevocable for a period
of one (1) year or until the termination or renewal of this contract, whichever
occurs sooner, and such written authorizations shall be automatically renewed
and shall be irrevocable for successive periods of one (1) year or until the
termination or renewal of this contract, whichever occurs sooner, and such
written authorizations shall be automatically renewed and shall be irrevocable
for successive periods of one (1) year each, or for the period of such
succeeding contracts between the Employer and the Union, whichever shall be
shorter, unless written notice of revocation is given to the Employer and a copy
sent to the Union not more than fifteen (15) calendar days before the expiration
of each period of one (1) year, or each succeeding contract between the Employer
and the Union, whichever occurs sooner. All dues and fees deducted from an
employee's paycheck are then the property of the Union and are being held in
trust for the Union until delivered to the Union.

     (b) The form of such written authorization shall be on a form supplied by
the Union and approved by the Employer, which form shall be attached hereto and
made a part of this contract and marked Addendum "C."

     (c) Deductions for Union membership dues and fees pursuant to this Section
shall be made from the second (2nd) paycheck of the employee after receipt of
the authorization and monthly thereafter on the first (1st) payday of each month
for such time as the authorization remains in effect.

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<PAGE>

     (d) The provisions of this Section are intended solely as an accommodation
to the Union. It is expressly agreed and clearly understood by the parties that
no agency, bailment, or any other relationship is created, intended, or shall be
implied between the Employer and the Union, or between the Employer and any
employee or group of employees. Further, the Union specifically agrees to hold
the Employer harmless from any and all losses, damages, or injury of every
nature whatever, including but not limited to the expenditure of all attorneys'
fees and all court cost incurred by the Employer by reason of the provisions of
this Section.

Section 25. WORKER'S COMPENSATION:

     (a) The Employer has secured worker's compensation insurance coverage and
will make every reasonable effort to see that injured employees receive prompt,
adequate medical attention. Any employee sustaining a work related injury must
immediately report said injury to his supervisor and if necessary request
medical attention from that supervisor. When an employee has an on the job
injury that requires off site medical attention he shall be required to take a
drug test.

     (b) Prior to hiring or within thirty (30) calendar days of hiring an
employee or prior to returning to work from an injury, the Employer may require
that the employee take a physical examination at no cost to the employee. The
intention here is to avoid having employees on jobs which might jeopardize their
health or the safety and health of others. Should the medical examination
disclose such conditions, the Employer will make every effort to assign the
employee to work within his capability. When such other work is not available,
the employee may be removed from the payroll and the case taken up with a
representative of the Union.

     (c) All employees will observe all safety rules set up by the Employer.

     (d) The Employer agrees to add two (2) bargaining unit employees to the
Health & Safety Committee.

Section 26. MANAGEMENT RIGHTS RESERVED:

     The Employer shall have the right to determine the extent of its
operations and to determine when any operation shall function, or shall be
halted, and when services shall be increased and decreased. The authority to
hire employees, to direct, retire, promote, transfer, train, layoff, or dismiss
any employee for just cause, to maintain discipline, to make reasonable rules,
to determine work schedules, and the number of hours an employee may work per
day or per week, shall be vested in the Employer, subject to the provisions of
this contract.

Section 27. SENIORITY:

     The Employer and the Union agree that the purpose of seniority is to
accord consideration to senior employees in recognition of their length of
service to their Employer. Seniority is further intended to provide maximum work
opportunity to senior employees.

     (a)  Definition:

     1. Hotel seniority is an employee's length of continuous service in years,
months and days from his most recent date of hire into the bargaining unit.

     2. Classification seniority is an employee's length of continuous service
in years, months and days from his most recent date of hire, promotion or
transfer into his present classification. If

Capitol Plaza Holiday Inn                17                     6/1/98 - 5/31/01
<PAGE>

two or more employees are employed within the same classification on the same
day, their seniority shall be determined by whoever is born on the earliest day
of the year.

     (b)  Layoff and Recall:

     When it is necessary to lay off employees, those with the least amount of
seniority in the job classification shall be laid off first. When the workforce
is increased within the classification, employees on layoff shall be recalled in
order of their job classification seniority. All employees on layoff shall be
recalled before the hiring of any new employees.

     (c)  Scheduling:

     1. Preference for sbifts and days off shall be based on classification
seniority.
     2. Preference for vacation schedules shall be based on hotel seniority.
     3. Employees with the greatest classification seniority shall have the
preference of work schedules including days off. A work schedule is defined as a
series of days of work, starting/quitting times and days off.

     (d)  Probationary Period:

     A newly hired employee shall be considered a probationary period employee
until he has completed ninety (90) calendar days of employment. Once the
probation period has been completed his seniority shall date back to his date of
hire. A probationary employee may be laid off or terminated without recourse to
the grievance procedure.

     (e)  Promotions and Transfers:

     1. In filling job vacancies which may exist within the bargaining unit, the
Hotel subscribes to the philosophy of promotion from within. Among employees who
are quafified for said job vacancy, in the judgment of the Employer, house
seniority shall be the final determining factor in making such selection.

     In the event of a dispute as to the qualifications of an employee for a
promotion, the Union may file a grievance that the Employer has made its
determination arbitrarily or capriciously.

     Nothing herein shall preclude the Employer from hiring an applicant from
outside the Hotel or bargaining unit once all internal candidates have been
considered.

     2. In the event that an employee who, within sixty (60) calendar days of
his promotion or transfer, desires to return to his former position or is deemed
not qualified to hold the new position, he shall be returned to his former
classification without loss of seniority. This provision shall apply to
promotions or transfers to positions both inside the bargaining unit and outside
the bargaining unit. It is further understood that while an employee is training
for an upgraded position, he shall retain all seniority rights in his base
classification.

     3. Employees who have been promoted into a new classification and as a
result of that promotion are not able to achieve the same amount of hours as
they were previously working pursuant to their seniority, shall retain the right
to work in their previous classification to supplement their hours under the
following terms and conditions:

     (a) The new classification shall be the primary job and therefore shifts
     must be satisfied there first, prior to working in the previous
     classification;
     (b) No overtime will be incurred unless agreed to by the Employer;



Capitol Plaza Holiday Inn                   18                  6/1/98 - 5/31/01
<PAGE>

     (c)  At the time of promotion, on a form to be provided by the Employer,
     the employee shall choose whether or not he wants additional hours in his
     previous position in the event he loses hours in his new position due to
     his promotion.

     (d)  Such protections shall be valid for six (6) months beginning the first
     date of employment in the new position.

     In completing and filling out his weekly schedules with work from the
previous classification, the promoted employee shall exercise his seniority in
that classification in a manner which minimizes the disruption of the schedules
in that classification, i.e., bumping the least senior person in the
classification which will allow him to make up hours equivalent to his previous
schedule.

     (f) Termination of Seniority:

     An employee's seniority shall be terminated by:
     1. Termination for cause
     2. Voluntary quit
     3. Failure to return to work at the end of a leave of absence
     4. Absence from work for three (3) consecutive days without notifying and
     providing a satisfactory excuse to the Employer.
     5. Failure to report for work after layoff within three (3) calendar days
     after having been recalled by a notice sent to the employee's last known
     address by certified mail.
     6. A layoff of three continuous months except where the property has been
     temporarily closed, in whole or in part, for purposes of remodeling or
     reconstruction. In such a case, the "closed time" shall not be counted
     toward the three (3) month period of layoff.

     (g) Seniority Lists:

     Upon request the Employer shall furnish the Union with a current seniority
list every six months. The Employer shall also post an updated seniority list
within 10 calendar days of the signing of this contract. Employees shall have
ten (10) calendar days from the date of posting to notify the Employer or the
Union of any errors in the list.

     (h) It shall be the responsibility of the employee to keep the Employer and
the Union informed of his current address and telephone number at all times.

Section 28. TERMS, TERMINATIONS, AND AMENDMENTS:

     This contract shall be in effect from June 1, 1998, to and including May
31, 2001, and shall remain in full force and effect from year to year thereafter
unless either party shall serve written notice upon the other of a desire to
amend said contract no later than February 1, 2001, or any subsequent February
1st thereafter.

Section 29. CRAFT RULES, REGULATIONS, AND WORKING CONDITIONS:

     (a) LINEN, LAUNDRY AND UNIFORM: The Employer shall furnish linen and
uniforms and launder same without expense to the employee. The Employer reserves
the right to select the style or type of special uniform required in his
establishment. Any special uniform that is considered wash and wear will be
laundered by the employee at no expense to the Employer.



Capitol Plaza Holiday Inn                   19                  6/1/98 - 5/31/01
<PAGE>

The ordinary black or white food servers garment which may be worn in other
establishments shall not be considered as a special uniform.

     A cook's uniform shall consist of pants, cap, apron, and jacket, shirt, or
dress. When the Employer does not furnish and launder cooks uniforms, he shall
pay one dollar ($1) per day in lieu thereof. This shall not apply when an
employee refuses to wear the uniform furnished by the Employer, provided such
uniforms are wearable and are those customarily worn in the Employer's
establishment.

     Any Employer electing to pay wages in excess of those called for in
Section 30 shall not be relieved of this provision. Any Employer electing to
reimburse the employee in lieu of uniforms and laundry shall designate such
reimbursement on the payroll check stub.

     (b) BREAKAGE, CASH SHORTAGE, CONTRIBUTIONS AND DEDUCTIONS:

     No employee shall be required to contribute to a captain, head food server,
bartender, or anyone in charge.

     Unavoidable or accidental breakage or spillage of merchandise or equipment
shall not be charged against an employee.

     No Employer shall make any deductions from the wage or require any refund
from an employee for any cash shortage, breakage, or loss of equipment unless it
can be proved that the shortage, breakage, or loss is caused by a dishonest or
willful act, or by the gross negligence of the employee.

     No employee shall be held responsible for walkouts or when guests refuse to
pay checks. No employee shall be held to pay the house any part of an
undercharge.

     Cash Shortages: No employee shall be held liable for any cash shortages if
more than one (1) employee has access to the employee's cash drawer. In the
event of an excessive cash shortage, the employee must notify the Employer or
his authorized representative for verification, or be held liable for such
shortage.

     (c)  CLEANING:

     1.   No food or beverage server shall be required to wash or wipe glasses,
silverware, creamers, tea or coffee pots, or other utensils as part of their
regular duties. This Section will not be applied to bartenders.

     2.   Food and beverage servers shall not be required or permitted to do any
work designated as "porter" work, including sweeping, scrubbing floors or walls,
defrosting or cleaning the inside of ice cream cabinets or refrigerators and
similar work; except the cleaning of back bars and counter may be required as
part of food server's work.

     3.   It is the responsibility of all employees to clean up spills whether
or not they caused the spill. This provision shall not result in amending
existing job descriptions.

     (d)  PAYMENT OF GRATUITIES:

     1.   Any house accepting charge accounts or credit cards on which a
gratuity or service charge is specified for any employee shall pay the same to
said employee upon the completion of the shift. An Employer may require a refund
of any gratuities or service charges made on a credit



Capitol Plaza Holiday Inn                   20                  6/1/98 - 5/31/01
<PAGE>

card which the employee has received and for which payment is later disallowed
or refused. This does not apply to house charge accounts.

     2.  All banquet and catering gratuities and service charges will be
distributed in the following manner:

          a. Eighty percent (80%) of the customary 15% gratuity and/or service
             charge shall be distributed to the employees working the affair;
             and

          b. Twenty percent (20%) may be distributed to the banquet manager,
             catering manager and others.

          c. Where more than the customary 15% gratuity and/or service charge is
             charged for the affair, the distribution of the excess portion
             shall be at the discretion of the Employer.

The Employer shall be responsible for and guarantee the distribution of said
gratuities or service charges and all banquet and catering gratuities received
in accordance with this rule. Said service charge or gratuity will be in
addition to the wages set forth in this contract.

     The distribution formula may be deviated from where the success of the
affair is substantially due to the particular skills and/or labor of employees
other than regular banquet personnel, in which case the gratuity or service
charge will be distributed in a fair and equitable manner to all employees
concerned.

     3.  Representatives of the Union shall have the right to inspect all
records in connection with any gratuities or service charges and disposition of
same on behalf of employees working a particular function on request.

     (e)  BANQUET RULES:

     1. All banquets served on Sunday after 11:00 a.m. shall receive the dinner
scale. If banquet servers, after completing their parties, are transferred to
ala carte service, they shall, after three (3) hours be paid the appropriate ala
carte rate per hour. No banquet server will work ala carte without the
employee's consent.

     2.  Dinner dances where food servers collect all checks, shall be paid the
ala carte scale. Non-collecting dinner dances shall be paid at the banquet rate
per hour with a minimum of three (3) hours.

     3.  Steady help are not allowed to work on banquets unless extra help is
not available; provided this shall not apply where the use of extra banquet
servers will result in closing stations. Steady help working on banquets of
twenty-five (25) or more shall receive banquet scale regardless of number of
guests served. Steady help may be employed on parties of twenty-four (24) or
less at regular rate for steady employment. The scale for breakfast applies only
to employees called at 5:00 a.m. or later.

     4.  No food server shall be required to wait on more than thirty (30)
guests. It is mutually understood that the Employer will estimate one (1) food
server to every thirty (30) guests. In case of overflow or any other emergency
and the food server waits on more than the allowed thirty (30) guests, they will
be paid forty cents ($.40) for each additional person.

     5.  Buffets: No employee shall be required to serve more than fifty (50)
guests on a service buffet; on semi-service buffets, they may serve sixty (60)
guests; on hors d'oeuvres and receptions one (1) food server for every eighty-
five (85) guests.


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<PAGE>

     6.  All banquet scales will be for a three (3) hour minimum. Setting up and
overtime will be at the same hourly rate as the actual banquet. Where travel is
involved employees will be paid the same hourly rate for time of travel.
Employees who are requested to use their own car to transport other employees to
and from the job shall receive an additional twenty cents ($.20) per mile for
their car expense. This only applies to catered parties and banquets held over
ten (10) miles from place of employment.

     7.  All banquet workers shall be called through the union except house
steady banquet employees. All banquet gratuities and/or service charges are to
be paid on the next payroll after the party has been paid for. Head banquet
servers shall not receive less than fifty cents ($.50) per hour over the banquet
scale.

     8.  All extra banquet employees will be paid on the next regular payroll of
the Employer.

     9.  All banquet shifts will be individual shifts and paid for by the
individual banquet scale for same; however, where two (2) or more banquets are
worked in one (1) day in any one (1) house, the total pay cannot be below the
State Minimum Wage including overtime and split shifts.

     (f) GUEST ROOM ATTENDANTS AND HOUSE PERSON'S DUTIES:

     1.  A guest room attendant will be required to change all linen daily,
clean the bath, vacuum, dust, clean the windows and fixtures, replace light
bulbs in lamps and anything else that is required to maintain the everyday
cleanliness of a room.

     2.  A house person shall assist the guest room attendant by picking up
trash and soiled linen from the attendant's cart, stock and maintain the linen
closets, move furniture, vacuum and maintain halls or sidewalks, shampoo rugs
and repair or replace items in a room, i.e., lamp shades, drapes, overhead light
bulbs, stopped up drains, etc.

     3.  A guest room attendant shall not be required to do more than fifteen
(15) rooms in one (1) day. If suites or apartments consist of more than one (1)
room, each room in the suite or apartment shall be considered as a room for the
total number of rooms for a day. Any additional rooms in excess of those called
for in the above schedule, the employee shall be compensated at the rate of two
dollars ($2.00) per room. If any dispute arises on the subject, the Employer
agrees to discuss the matter with the Union in an effort to effect an amicable
disposition of the complaint.

     4.  If a room contains two (2) or more rollaway cots, one (1) room will be
reduced from the daily quota.

     (g) MAINTENANCE EMPLOYEES:

Maintenance Worker I (Assistant Chief)

     In addition to performing all duties described under the other
classifications of this department, the Maintenance Worker I may, under the
supervision of the Chief of Maintenance, supervise a crew, assign them to their
duties, devise shift schedules, be responsible for a preventative maintenance
program and a M.S.D.S. program. The Maintenance Worker I must also possess a
Class 2 - EPA certification.



Capitol Plaza Holiday Inn                   22                  6/1/98 - 5/31/01
<PAGE>

     He may, subject to advance approval, order and purchase parts and supplies,
call in contractors when necessary and keep management advised of his
department's activities. He also coordinates maintenance work with other
departments.

Maintenance Worker II:

     Generally, under the direction of either Chief Engineer or the Maintenance
Worker I, the Maintenance Worker II performs the duties itemized below, but is
not limited to those duties. This outline is only a summary of the job
responsibilities and is not considered a restrictive job description.

     Electrical: Repairs, replaces and maintains motors, controls, switches, and
relay wiring. Changes ceiling light bulbs. Locates problems and diagnoses
malfunction.

     Refrigeration/Air Conditioning: Repairs, replaces and recharges
refrigeration/air condition systems, cleans oils, flushes liquid condensers,
adjusts temperature and pressure controls, replaces and cleans filters, replaces
certain components as may be required - usually short of major overhaul.

     Plumbing: Repairs, replaces and maintains all plumbing fixtures including
faucets, flushometers, drains, toilets, sinks, showers, minor pipe failures,
evaporative coolers, sprinklers, valves and pumps.

     Carpentry: Builds shelves, racks, partitions, platform, including
remodeling. Constructs various items as required by Employer.

     Locks: Changes and repairs locks, make keys, install new locks.

     Roofing: Locates leaks or damage and repairs. Maintains all roofing mounted
equipment.

     Floors: Repairs and replaces tiles, linoleum and/or carpet. Repairs or
resurfaces floors.

     Walls: Patch and plaster, paint or vinyl, or otherwise repair walls and
partitions including wall tile. Mount such items as mirrors, pictures, lamps,
headboards and shelves.

     Heating: Maintains boiler components, gas and electrical, water heater,
piping, valves and control systems.

     Furniture: Repairs any and all guest room and public area furnishings.

     Emergency Life Safety Systems: Bi-monthly testing and preventative
maintenance, including repairs of fire sprinkler pumps and emergency lighting
generator. Tests and replaces emergency lighting batteries.

Maintenance Worker III (Helper/Utility Worker)

     Under the supervision of either the Chief Engineer or the Maintenance
Worker I or II, the Utility worker performs the duties itemized below, but is
not limited to those duties. This outline is only a summary of the job
responsibilities and is not considered a restrictive job description.

     Electrical: Repairs, replaces switches, lamp cords and sockets, light
fixtures, changes light bulbs.

     Air Conditioning/Heating: Cleans and replaces filters, cleans coils,
adjust temperature controls, replaces faulty room units.

     Plumbing: Repairs, replaces and maintains all plumbing fixtures including
flushometers, drains, toilets, sinks, showers, minor pipe failures. Maintains
and back flushes swimming pools.



Capitol Plaza Holiday Inn                   23                  6/1/98 - 5/31/01
<PAGE>

     Carpentry: Assists with building of shelves and racks. Constructs various
items as required by the Employer.
     Roofing: Assists with roof leak repairs.
     Floors: Repair or replacement of tiles, linoleum and/or carpet.
     Walls: Patching, plastering, painting or vinyling of walls, including other
repairs. Mount such items as mirrors, pictures, headboards and shelves.
     Furniture: Repair of any and all guest room and public area furnishings.

     (h) COMBINATION LAUNDRY WORKER/UNIFORM ROOM ATTENDANT:
     Duties:    1.  Maintains employee uniforms
                2.  Makes minor alterations of uniforms and linen
                3.  Laundry work.

Section 30. WAGE SCALES:

     SENIORITY INCENTIVE:
     Amount           Beginning on hire date
     ------           ----------------------
     10 cents per hour  1st Anniversary
     20 cents per hour  3rd Anniversary
     30 cents per hour  5th Anniversary
     40 cents per hour  10th Anniversary

     The above amounts will continue to be paid over the contract wage scale
according to the individual's job classification and are not cumulative.

     * * * Effective on the date of contract ratification, January 22, 1999, all
employees receiving a seniority incentive under the above provisions will
continue to receive that same amount of incentive. However, that amount received
is frozen for this contract term. Employees not yet eligible, and all new
employees, will not become eligible for the seniority incentive during this
contract term.

WAGE SCALES - THE FIRST EFFECTIVE RAISE FOR ALL EMPLOYEES IS THE CONTRACT
RATIFICATION DATE (January 22, 1999)

                               TIPPED EMPLOYEES
                               ----------------

BARTENDERS                     1-22-99     6-1-99     6-1-2000
----------                     -------     ------     --------
Service and/or Combination.......$7.32......$7.52........$7.72
Regular.......................... 7.13...... 7.33........ 7.53
Banquet:
  6 hour guarantee............... 8.95...... 9.15........ 9.35
  3 hour guarantee............... 9.45...... 9.65........ 9.85



Capitol Plaza Holiday Inn                   24                  6/1/98 - 5/31/01
<PAGE>

FOOD SERVERS AND BUSPERSONS         1-22-99        6-1-99        6-1-2000
---------------------------         -------        ------        --------
Food and Beverage Servers............$5.85..........$5.95..........$6.05
Bus Persons.......................... 5.85.......... 5.95.......... 6.05
Head Food Server..................... 6.05.......... 6.15.......... 6.25
Banquet Captain...................... 6.15.......... 6.25.......... 6.35

Dinners and Banquets (Food and Beverage Servers and Bus Persons)
Breakfast, Lunch or Tea.............. 5.85.......... 5.95.......... 6.05
Dinner............................... 5.90.......... 6.00.......... 6.10
Dinners, commencing after 9:00 a.m... 6.05.......... 6.15.......... 6.25

BELLPERSONS/VALET PARKING ATTENDANTS
------------------------------------
Bell Captain......................... 5.90.......... 6.00.......... 6.10
Bell Person.......................... 5.85.......... 5.95.......... 6.05

Valet Parking Attendants * *......... 5.85.......... 5.95.......... 6.05
  * * A shift differential of $.25 per hour will be added to all hours worked
     on the graveyard shift.

                             NON-TIPPED EMPLOYEES
                             --------------------

DINING ROOM/BANQUETS
--------------------
Host Person, Cashier ................$6.55......... $6.90......... $7.25
Banquet Setup (after 5 p.m.).........$6.50.......... 6.85.......... 7.20

KITCHEN
-------
Lead Cook ...........................$9.25..........$9.60..........$9.95
Dinner, Second or Broiler Cook ...... 8.04.......... 8.39.......... 8.74
Fry Cook............................. 7.84.......... 8.19.......... 8.54
Pantry............................... 7.22.......... 7.57.......... 7.92
Kitchen Worker, Porter, Dishwasher... 6.52.......... 6.87.......... 7.22

FRONT DESK AND CLERICAL
-----------------------
Front Desk Shift Lead................$9.70..........$9.95.........$10.20

Front Desk (In Hire)................. 7.50.......... 7.75.........  8.00
Front Desk (After 6 months).......... 7.75.......... 8.00.........  8.25

Concierge (In Hire).................. 7.50.......... 7.75.........  8.00
Concierge (After 6 months)........... 7.75.......... 8.00.........  8.25

Reservations (In Hire)............... 7.50.......... 7.75.........  8.00
Reservations (After 6 months) ....... 7.75.......... 8.00.........  8.25


Capitol Plaza Holiday Inn                   25                  6/1/98 - 5/31/01
<PAGE>

FRONT DESK AND CLERICAL             1-22-99        6-1-99        6-1-2000
-----------------------             -------        ------        --------
Lead Night Auditor..................$ 9.85.........$10.10.........$10.35
Night Auditor.......................  9.25.........  9.50.........  9.75
PBX.................................  7.25.........  7.50.........  7.75
Store Room Clerk....................  6.76.........  7.11.........  7.46

MAINTENANCE
-----------
Maintenance I (Assistant Chief)..... 16.30......... 16.65......... 17.00
Maintenance II (In hire)............ 12.30......... 12.65......... 13.00
Maintenance II (After One Year)..... 12.65......... 13.00......... 13.35
Maintenance III..................... 10.00......... 10.35......... 10.70

SECURITY
--------
Security Guards.....................  7.40.........  7.75.........  8.10
Night Security (11 p.m. to 7 a.m.)..  9.10.........  9.45.........  9.80
(Includes M.O.D. Responsibilities)

HOUSEKEEPING
------------
Guest Room Attendant................$ 6.57.........$ 6.97.........$ 7.42
Room Inspector......................  6.67.........  7.07.........  7.52
Laundry Worker......................  6.83.........  7.23.........  7.68
Laundry Worker/Guest Room Attendant.  6.83.........  7.23.........  7.68
Head Houseperson....................  9.23.........  9.63......... 10.08
Houseperson/Lobby...................  6.67.........  7.07.........  7.52
Houseperson/Shampooer...............  9.03.........  9.43.........  9.88
Linen Room Attendant................  6.57.........  6.97.........  7.42
Laundry Worker/Uniform/Seamstress...  6.83.........  7.23.........  7.68



Capitol Plaza Holiday Inn               26                      6/1/98 - 5/31/01
<PAGE>

Section 31. SIGNATURES:


     IN WITNESS WHEREOF, the parties hereto have set their hands and seals
this        day of            , 1999.

FOR THE UNION:                             FOR THE EMPLOYER:

 Hotel Employees and                        Holiday Inn -
 Restaurant Employees                       Capitol Plaza Sacramento
 Union Local 49

by: /s/ Joseph A. McLaughlin               by:
        Joseph A. McLaughlin                     Robert Niehaus
        President-Business Manager               Regional Vice President



by: /s/ Rebecca Garcia                     by:
        Rebecca Garcia                           Jerry Temple
        Secretary-Treasurer                      General Manager



Capitol Plaza Holiday Inn                   27                  6/1/98 - 5/31/01
<PAGE>

                                 ADDENDUM "A"
                                 ------------

     It is hereby agreed between the Capitol Plaza Holiday Inn and Hotel
Employees and Restaurant Employees Union Local 49 that the Gift Shop be
suspended from the Collective Bargaining Agreement until such time as the Gift
Shop returns under the business operation of the Capitol Plaza Holiday Inn, or
there is a change in management from that which is in the contract at the time
this contract is signed.


                                 ADDENDUM "B"
                                 ------------

SCHEDULES
---------

     1.  After your scheduled day off you must call in to check your schedule
(6:30 am - 4 pm the day before you are due back).

     2.  On-call personnel must phone in each day that you are placed on call
between the hours of 6:30 am and 7:30 am. (The day of on-call status.)

     3.  Housekeeping personnel must not report to work without checking their
schedule prior to coming in.

     4.  Employees switching days off must get 5 days prior written approval.

     5.  Request for days off must be given 5 days in advance. You must receive
prior approval from the Housekeeping Manager.



                                 ADDENDUM "C"
                                 ------------

Reference Section 24(b) - Dues Deduction.



FOR THE UNION:                            FOR THE EMPLOYER:

 Hotel Employees and Restaurant           CAPITOL PLAZA
 Employees Union Local 49                 HOLIDAY INN


 by:  /s/ Joseph A. McLaughlin            by:
      Joseph A. McLaughlin                     Robert Niehaus
      President-Business Manager               Regional Vice President

 by:  /s/ Rebecca Garcia                  by:
      Rebecca Garcia                           Jerry Temple
      Secretary-Treasurer                      General Manager


Capitol Plaza Holiday Inn                28                     6/1/98 - 5/31/01
<PAGE>

                                 ADDENDUM "C"
                                 ------------



  Hotel Employees and Restaurant Employees International Union, AFL-CIO

---------------------------------------------------
             (Print name of Employee)

---------------------------------------------------    -------------------------
             (Print name of Employer)                           (Date)

  I hereby request and accept membership in the Hotel Employees and Restaurant
Employees International Union, Local _______, AFL-CIO, and designate and
authorize it and any subordinate body of the International Union with which it
is affiliated, to represent me in collective bargaining in all matters relating
to my wages, hours and conditions of employment, and to negotiate and execute
agreements covering same. In making this request and in accepting membership, I
hereby agree to be bound by the Constitution, laws, rules, policies and/or
regulations of the above International Union, the local union, and Joint Board
with which the local union is affiliated, if any, and any other affiliated local
union and/or Joint Board to which I may hereafter transfer or become a member
of. You may refrain from becoming a member by still paying union dues and
initiation fees, or an amount in lieu of dues and initiation fees which
represent the Union's cost germane to representing employees. For more
information, write Department B, HEREIU, 1219 28th Street, NW, Washington, DC
20007.
                               *  *  *  *  *  *
  I hereby authorize and direct my above-mentioned employer to deduct from my
wages, each and every month, dues, initiation fees, or reinstatement fees (not
exceeding initiation fees) which I am required to pay as a condition of
maintaining membership in good standing of said union, which I assign to said
union, and I direct that same be forwarded each month to said union. This
authorization and direction shall be irrevocable for a period of one (1) year or
until the termination of the collective bargaining agreement between my employer
and said union, whichever occurs sooner, and I agree and direct that this
authorization and direction shall be automatically renewed, and shall be
irrevocable for the successive periods of one (1) year each or for the period
of each succeeding applicable collective bargaining agreement between my
employer and said union whichever shall be shorter, unless written notice is
given by me to the employer and said local not more than twenty (20) days and
not less than ten (10) days prior to the expiration of each period of one (1)
year, or the expiration of each applicable agreement between my employer and
said union, whichever occurs sooner.

  If you do not wish the above to apply, but prefer to pay your dues and
initiation fees and other voluntary charges, if any, referred to above to the
office of the local union every month, initial here.
                                                    --------

*SEE IMPORTANT INFORMATION       ----------------------------------------------
     ON REVERSE SIDE                        (Signature of Employee)

----------------------------------    -----------------------------------------
       (Telephone Number)                            (Address)

----------------------------------    -----------------------------------------
         (Type of Work)                         (Social Security No.)