Franchise Agreement

Exhibit 10.8

Location: Dozza, Italy Unit No.: __________

DAYS INN SYSTEM LICENSE AGREEMENT

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

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

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

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

3.1 Improvements.

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

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

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

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

Your general contractor or you must carry the insurance required under this Agreement during renovation. License Agreement Dozza - 1


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

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

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

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

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

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

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

3.3 Pre-Opening. You may identify the Facility as a Chain Facility prior to the Opening Date, or commence operation of the Facility under a Mark and using the System, only after first obtaining our approval or as permitted under and strictly in accordance with the Territory System Standards Manual. If you identify the Facility as a Chain Facility or operate the Facility under a Mark before the Opening Date without our express written consent, then in addition to our remedies under Sections 3.1 and 11.2, you will begin paying the Royalty to us, as specified in Section 7.1, from the date you identify or operate the Facility using the Mark. We may delay the Opening Date until you pay the Royalty accruing under this Section. License Agreement Dozza - 2


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

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

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

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

3.7 Governmental Matters. You will obtain as and when needed all governmental permits, licenses and consents required by law to construct, acquire, renovate, operate and maintain the Facility and to offer all services you advertise or promote. You will pay when due or properly contest all state and local payroll, withholding, unemployment, beverage, permit, license, property, ad valorem and other taxes, assessments, fees, charges, penalties and interest, and will file when due all governmental returns, notices and other filings. License Agreement Dozza - 3


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

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

3.10 Insurance. You will obtain and maintain during the Term of this Agreement the insurance coverage required under the Territory System Standards Manual from insurers meeting the standards established in the Manual. Unless we instruct you otherwise, your liability insurance policies will name us, Days Inns of America, Inc., Cendant Corporation, Cendant Finance Holding Corporation, Cendant Global Services, Inc., Cendant Global Services B.V., and their successors and assigns as additional insureds. License Agreement Dozza - 4


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

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

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

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

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

3.16 Minor Renovations. Beginning three years after the Opening Date, we may issue a " Minor Renovation Notice" to you that will specify reasonable Facility upgrading and renovation requirements (a " Minor Renovation" ) to be commenced no sooner than 60 days after the notice is issued, having an aggregate cost for labor, FF&E and materials estimated by us to be not more than the Minor Renovation Ceiling Amount. You will perform the Minor Renovations as and when the Minor Renovation Notice requires. We will not issue a Minor Renovation Notice within three years after the date of a prior Minor Renovation Notice, or if the three most recent quality assurance inspection scores of the Facility averaged at least 425 points or equivalent and the most recent quality assurance inspection score for the Facility was at least 400 points or equivalent when the Facility is otherwise eligible for a Minor Renovation. License Agreement Dozza - 5


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

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

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

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

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

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

4.1.5 Licensee Orientation Training. We will conduct, and you (or a person with executive authority if you are an entity) will attend an orientation program to familiarize you with the System, the Chain, and our services in a location we designate, before or within 30 days after the Opening Date. The program will be no longer than three days. There will be no tuition charged but you will pay for the travel, lodging and meals of the persons who attend the program. If you become the licensee of additional Chain Facilities after you attend the program one time, attendance will be at your option. License Agreement Dozza - 6


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

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

4.3 Marketing.

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

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

4.3.3. We will cause DIA to include the Facility in the Chain Directory after it opens if you submit the information we request on time, and you are not in default under this Agreement at the time we must arrange for publication. We will supply Directories to you for display at locations specified in the Territory System Standards Manual or policy statements. We may assess you a reasonable charge for the direct and indirect expenses (including overhead) of producing and delivering the Directories on the same basis as we assess other Chain licensees in the Territory. License Agreement Dozza - 7


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

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

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

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

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

5. Term . The Term begins on the Effective Date and expires on the day prior to the fifteenth anniversary of the Opening Date. Some of your duties and obligations will survive termination or expiration of this Agreement. NEITHER PARTY HAS RENEWAL RIGHTS OR OPTIONS. License Agreement Dozza - 8


6. Initial Fees .

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

7. Recurring Fees and Interest .

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

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

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

7.1.3 " Reservation System User Fee" including a " Basic Reservation Charge" for participation in and availability of the Reservation System as set forth in Schedule C, and the charges and fees referred to in Schedule C or Section 4.2 of this Agreement, accrues from the Opening Date until the end of the Term, including during suspension periods. We reserve the right to increase or modify the Reservation System User Fees for all Chain Facilities, and to add other fees and charges for new services, at our sole discretion as to amount or formula, from time to ...