<PAGE>
Exhibit 10.2
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Agreement is entered into as of this 26th day of July, 2000, by and
between Expedia, Inc. ("Expedia"), a Washington corporation, and Xpedior
Incorporated ("Xpedior"), a Delaware corporation.
Recitals
A. Expedia is primarily engaged in the on-line travel services business.
Expedia is the owner of the trademark EXPEDIA, which mark has been registered in
the United States and in various foreign jurisdictions.
B. Xpedior is primarily engaged in e-business consulting. Xpedior is the
owner of the trademark XPEDIOR, and has pending applications for registration of
that mark in the United States and various foreign jurisdictions.
C. Expedia is the plaintiff, and Xpedior is the defendant, in an action
currently pending in the United States District Court for the Central District
of California, No. 99-13461 R (CTx) (the "Pending Lawsuit"), alleging claims for
trademark infringement, trademark dilution, violation of Section 43(a) of the
Lanham Act, dilution of federally registered trademark, California unfair
competition and California trademark dilution. Xpedior denies the material
allegations of Expedia's complaint.
D. The parties wish to dismiss the Pending Lawsuit and resolve all
disputes between them on the terms and conditions set forth below.
Agreement
1. Change of Xpedior's Corporate Name and Cessation of Trademark Usage.
On or before December 31, 2003, Xpedior shall change its corporate name and
cease using XPEDIOR as a trademark. Until such date, Xpedior may continue to
use its corporate name and to use XPEDIOR as a trademark, subject to the terms
and conditions set forth below.
2. Payments from Xpedior to Expedia. If Xpedior has not changed its
corporate name and ceased using XPEDIOR as a trademark by December 31, 2001,
Xpedior shall make quarterly payments to Expedia in accordance with the
following schedule, until such time as it has changed its corporate name and
ceased using XPEDIOR as a trademark:
Time Period Payments From Xpedior to Expedia
----------- --------------------------------
January to June, 2002: 1% of gross revenues from operations
July to December, 2002: 2% of gross revenues from operations
January to June, 2003: 3% of gross revenues from operations
July to December, 2003: 4% of gross revenues from operations
Payments due under this paragraph shall be made quarterly within fifteen
days after the issuance of Xpedior's quarterly financial report pertaining to
such quarter. If the name change and cessation of trademark usage occurs on a
date other than the end of a quarter, the amounts due under this paragraph shall
be prorated to the date of such change and cessation.
<PAGE>
3. Expedia's Right to Disapprove New Name. Expedia shall have the right
to disapprove any new name proposed by Xpedior that Expedia reasonably believes
infringes upon or dilutes its existing trademarks. Expedia shall have ten
business days from the receipt from Xpedior of written notice of a proposed new
name to approve or disapprove of such name. Xpedior may submit more than one
name at a time for Expedia's consideration. If written notice of disapproval is
not given within ten business days after Expedia's receipt of notice of a
proposed new name or names by Xpedior to Expedia, such name or names shall be
deemed to have been approved. If Xpedior feels that Expedia's rejection of a
proposed new name is unreasonable, Xpedior may request expedited mandatory
arbitration under Paragraph 17 hereof within ten business days after receipt of
Expedia's rejection notice. Expedia shall maintain in confidence all proposed
new names submitted by Xpedior under this Paragraph until such time as Xpedior
publicly announces its name change. Xpedior shall make no announcement of or
make any use of any proposed new name(s), including any trademark use, until
such name has been approved either by Expedia as provided in this Paragraph, or
by the arbitrator, as provided in Paragraph 17(b) below. If Xpedior breaches
this Paragraph by announcing or using the proposed new name(s) prior to
completing the agreed-to approval process, Expedia shall be entitled to commence
litigation to enforce the terms of this Agreement and to enforce and protect its
trademark and related rights in any Court of competent jurisdiction without
regard for the arbitration provision in Paragraph 17(b). The approval process
described in this Paragraph, including any arbitration proceeding, if necessary,
shall not stay, delay or diminish Xpedior's obligation to make payments to
Expedia as provided in Paragraph 2, herein.
4. Certain Definitions. The date that Xpedior shall be deemed to have
changed its name shall be the date an amendment to Xpedior's Certificate of
Incorporation is filed with the Secretary of State of the State of Delaware.
Cessation of trademark usage shall be deemed to have occurred when Xpedior
publicly announces its new name and ceases to refer to itself, its services, or
its products under the name XPEDIOR; provided, however, that Xpedior may, for a
period of six months after changing its name and ceasing trademark usage, refer
to itself by its new name, followed by the statement, "formerly known as
Xpedior," or words to similar effect. Notwithstanding the foregoing, Xpedior
shall not use the statement "formerly known as Xpedior," or words to similar
effect, after December 31, 2003.
5. Avoidance of Confusion Prior to Name Change. From the time this
Agreement is entered into, until the time that Xpedior changes its name and
ceases using XPEDIOR as a trademark, the parties each shall endeavor to avoid
any actual confusion concerning their respective names. Whenever it appears
there is a likelihood of confusion, either party may send a notice to any third
party explaining that Expedia and Xpedior are not related. The notice sent to
such third party shall be in substantially the form attached hereto as Exhibit
A-1 (in the case of Expedia) or Exhibit A-2 (in the case of Xpedior). With
respect to the travel service companies listed on Exhibit B hereto, prior to
soliciting business from any such company, Xpedior shall send such company a
letter in substantially the form attached hereto as Exhibit A-2. Xpedior shall
not provide Internet travel planning, reservation and ticketing services under
the XPEDIOR name.
6. Mutual General Release. In consideration for the promises and
covenants set forth in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Expedia and Xpedior, on behalf of themselves and
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<PAGE>
their present or former owners, stockholders, fiduciaries, representatives,
lawyers, officers, directors, agents, employees, predecessors, successors and
assigns, if any (hereinafter "Releasors"), agree that they shall, effective as
of the date that Xpedior changes its corporate name and ceases to use XPEDIOR as
a trademark, without further act or agreement, release and forever discharge
each other, and each other's respective present or former owners, stockholders,
fiduciaries, representatives, lawyers, officers, directors, agents, employees,
predecessors, successors, and assigns, if any, and all persons acting by,
through, under or in concert with them, or any of them, (hereinafter
"Releasees"), of and from any and all manner of claim or claims, action or
actions, cause or causes of action, in law or in equity, suits, debts, liens,
promises, loss, demands, damages, controversies, liabilities, contracts,
agreements, cost or expense, of any nature whatsoever, whether known or unknown,
fixed or contingent, suspected or unsuspected, which Releasors, or any of them,
has against Releasees, or any of them, through and including the date of
execution of this Agreement by reason of any cause, matter or thing whatsoever,
including any claim arising out of, based upon or related to Xpedior's use of
its corporate name or any matters that were alleged, or could have been alleged,
in the Pending Lawsuit. This release shall not apply, however, to any breach of
this Agreement, or any claim arising subsequent to the date of this Agreement.
7. Future Discovered Facts. In connection with the release set forth in
Paragraph 6, above, each party acknowledges that it is aware it may hereafter
discover facts in addition to, or different from, those facts which it now knows
or believes to be true with respect to the subject matter of this Agreement, but
that it is each party's intention to fully, finally and forever release all
matters, disputes, differences, known or unknown, suspected or unsuspected,
which now exist, or heretofore existed between it and the Releasees, and in
furtherance of such intention, the release given herein shall remain in effect
notwithstanding the discovery or existence of any additional or different facts.
8. California Civil Code Section 1542. Each party further agrees,
represents and warrants that, with respect to the subject matter of Paragraphs 6
and 7 above, it has been advised by counsel and does expressly waive and
relinquish, to the fullest extent permitted by law, the provisions, rights and
benefits of Section 1542 of the California Civil Code, which statute provides
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR
Each party also waives and relinquishes, to the fullest extent permitted by
law, any and all provisions, rights and benefits of any similar statute or law
of California or of any other jurisdiction.
9. Dismissal of Pending Lawsuit. Within five days after this Agreement is
fully executed, Expedia shall deliver to counsel for Xpedior an executed
stipulation of dismissal of the
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<PAGE>
Pending Lawsuit, without prejudice. At such time as Xpedior changes its
corporate name and ceases using XPEDIOR as a trademark, as provided in Paragraph
4 above, Expedia agrees to take such steps as are necessary to cause the Pending
Lawsuit to be dismissed with prejudice.
10. Abandonment of Trademark Applications. Xpedior shall take prompt
steps after this Agreement is fully executed to expressly abandon its
applications filed with the United States Patent and Trademark Office and any
other applications filed in other jurisdictions for the following trademarks:
XPEDIOR; THE XPEDIOR PROCESS; EBUSINESS XPEDIATORS; XPEDIOR with a stylized "X;"
and XPDR. The parties agree and acknowledge, however, that "XPDR" is Xpedior's
trading symbol and that it may continue to use it as such.
11. Agreement Not an Admission. Each party acknowledges that this is a
settlement and release of disputed facts and issues. Neither party admits the
truth or validity of any assertion or denial made by any other party.
Furthermore, neither party admits any liability to the other party or any
wrongful conduct.
12. Review of Agreement. Each party acknowledges and represents that such
party has been represented by and has had the opportunity to consult with
counsel of its choice in connection with the Agreement; has been provided
sufficient time to carefully review the contents of this Agreement; and that
such party has carefully read and understands the Agreement. This Agreement
shall be construed as though each party participated equally in drafting it and
any uncertainty or ambiguity shall not be interpreted against any one party.
13. Binding Authority. Each party represents that the individuals signing
this Agreement on behalf of such party have lawful authority to do so, and to
bind such party to the terms and conditions set forth herein.
14. Entire Agreement. This Agreement, including the Exhibits attached
hereto, constitutes the sole, complete and entire agreement of the parties
relating to the subject matter hereof, and no statements, promises or
representations have been made by any party to the other party, other than as
set forth herein. This Agreement fully supersedes any and all prior agreements,
negotiations or understandings between the parties hereto.
15. Modification and Amendment. Any modification of any of the terms and
provisions set forth herein shall be effective only if in writing and signed by
all of the parties.
16. Notices. Any notice required to be given pursuant to this Agreement
shall be in writing and mailed by certified or registered mail, return receipt
requested, or delivered by a national overnight express service, return receipt
requested, to the following addresses.
4
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To Expedia: To Xpedior:
Expedia, Inc. Xpedior Incorporated
Attention: Mark Britton Attention: Caesar Belbel
13810 SE Eastgate Way, Suite 400 Xpedior Incorporated
Bellevue, Washington 98008 35 Corporate Drive, 4th Floor
Burlington, Massachusetts 01803
Copy to: Copy to:
Arnold & Porter Latham & Watkins
Attn: Suzanne V. Wilson Attn: Morris A. Thurston
777 South Figueroa St., 44th Floor 650 Town Center Drive, 20th Floor
Los Angeles, California 90017-5844 Costa Mesa, California 92626
17. Applicable Law and Dispute Resolution.
(a) This Agreement is made and is to be governed by and construed under the
laws of the State of California, except in connection with Xpedior's selection
of a new name, which shall be governed by federal law. Other than as provided
in subparagraph (b) of this Paragraph, any and all disputes, claims or
controversies arising out of or relating to this Agreement that are not resolved
by mutual agreement may be determined and resolved by any Court of competent
jurisdiction and the prevailing party of such action shall be entitled to an
award of all costs, fees and expenses, including its attorney's fees, to be paid
by the non-prevailing party. The parties agree to submit to the exclusive
jurisdiction of the state and federal courts of the State of California for the
resolution of such disputes, claims or controversies.
(b) Notwithstanding the provisions in Paragraph 16(a), any and all
disputes, claims or controversies arising out of Xpedior's selection of a new
name, or Expedia's disapproval of such name, shall be submitted to final and
binding arbitration before JAMS, or its successor, pursuant to the United States
Arbitration Act, 9 U.S.C. Sec. 1 et seq. It is understood that the purpose for
this arbitration clause is to provided an expedited procedure for the
determination of any disputes, claims or controversies arising out of Xpedior's
selection of a new name, or Expedia's disapproval of such name, and each party
agrees to cooperate with the other in good faith to bring any such dispute to
resolution as quickly as possible. The determination of any disputes, claims or
controversies submitted to arbitration under this subparagraph shall be governed
and construed under the laws of the United States relating to the protection and
enforcement of trademark rights, including without limitation the federal Lanham
Act, 15. U.S.C., Sections 1051, et seq. Either party may commence the
arbitration process called for in this agreement by filing a written demand for
arbitration with JAMS, with a copy to the other party. The arbitration will be
conducted in accordance with the provisions of JAMS Streamlined Arbitration
Rules and Procedures in effect at the time of filing of the
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<PAGE>
demand; provided however, that the parties have agreed to the selection of
either retired Judge Eugene Lynch or Judge Charles Renfrew as an arbitrator. In
the event that neither Judge Lynch or Judge Renfrew are able to act as an
arbitrator, the parties will cooperate with JAMS and with one another in
selecting a different arbitrator, however the parties agree that any selected
arbitrator must have substantial trademark law experience. Notwithstanding the
designation in this paragraph of certain arbitrators, at the time of selection,
the selected arbitrator must make any disclosures mandated by California law and
the parties shall be entitled to object to the selected arbitrator accordingly.
The parties covenant that they shall participate in the arbitration in good
faith, and that they shall share equally in its costs. However, the arbitrator
shall have the discretion to award the prevailing party its reasonable
attorneys' fees, arbitration fees and costs and expenses incurred in the
arbitration. The parties also agree that the locale for any arbitration under
this subparagraph shall be in the County of Los Angeles, State of California.
The provisions of this Paragraph may be enforced by any Court of competent
jurisdiction, and the party seeking enforcement shall be entitled to an award of
all costs, fees and expenses, including attorneys fees, to be paid by the party
against whom enforcement is ordered.
18. Agreement Binding On Successors. This Agreement shall be binding on
and shall inure to the benefit of the parties hereto, and to their successors,
and assigns.
19. Captions and Paragraph Headings. Captions and paragraph headings used
herein are for convenience only, and are not a part of this Agreement and shall
not be used in construing it.
20. Severability. The provisions of this Agreement are severable. If any
provision of this Agreement shall be held to be invalid or otherwise
unenforceable, in whole or in part, the remaining provisions or enforceable
parts thereof shall not be affected thereby and shall be enforced to the fullest
extent permitted by law.
21. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, all of which together
shall constitute one and the same instrument. A signature to this Agreement
transmitted via facsimile shall be deemed as effective as an original signature.
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<PAGE>
WHEREFORE this Agreement is deemed effective as of the date set forth in
the first paragraph hereof.
EXPEDIA, INC. XPEDIOR INCORPORATED
By: /s/ Mark S. Britton By: /s/ David N. Campbell
-------------------------- ---------------------------
Name: Mark S. Britton Name: David N. Campbell
Title: VP & General Counsel Title: President and Chief Executive
Officer
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<PAGE>
Exhibit A-1
(A letter in substantially this form may be
sent by Expedia, Inc. whenever it feels
there is likelihood of confusion.)
Expedia, Inc. Letterhead
------------------------
Date
Name, Title
Company
Street Address
City, State, Zip
Dear ____________:
As you may know, Expedia, Inc. (Nasdaq: EXPE) and Xpedior Incorporated
(Nasdaq: XPDR) are separate public companies. The purpose of this letter is
merely to clarify that these companies are not related to each other in any way.
The following are brief descriptions of what each of these companies do.
Expedia, Inc. is a leading provider of branded online travel services
for leisure and small business travelers. We operate our own website, located at
Expedia.com, with localized versions in the United Kingdom, Germany and Canada.
We offer one-stop travel shopping and reservation services, providing reliable,
real-time access to schedule, pricing and availability information for over 450
airlines, 40,000 hotels and all major car rental companies. Expedia also offers
Internet consulting services, including the licensing of its proprietary
software, relating to ticketing and reservation technologies to third party
companies, enabling them to offer their own ticketing and reservation services
directly to consumers through Internet websites.
Xpedior Incorporated is an eBusinesses consulting firm. Its eBusiness
expertise falls into the three fundamental service disciplines--strategic,
creative and technical. Professionals from each of the three disciplines work
together to maximize the efficiency and speed of solution development.
Xpedior's clients benefit from customized solutions based on their specific
strategy, requirements, and infrastructure.
If you have any questions concerning the services offered by Expedia,
Inc., please feel free to contact us at the address or telephone listed above.
If you have any questions concerning the services offered by Xpedior
Incorporated, please feel free to contact Xpedior at (877) 973-3467.
Truly yours,
Name
8
<PAGE>
Exhibit A-2
(A letter in substantially this form may be sent by Xpedior Incorporated
whenever it feels there is likelihood of confusion, and shall be sent to Exhibit
B companies prior to any solicitation of those companies.)
Xpedior Incorporated Letterhead
-------------------------------
Date
Name, Title
Company
Street Address
City, State, Zip
Dear ____________:
As you may know, Xpedior, Incorporated (Nasdaq: XPDR) and Expedia,
Inc. (Nasdaq: EXPE) are separate public companies. The purpose of this letter
is merely to clarify that these companies are not related to each other in any
way. The following are brief descriptions of what each of these companies do.
Xpedior Incorporated is an eBusinesses consulting firm. Our eBusiness
expertise falls into the three fundamental service disciplines--strategic,
creative and technical. Professionals from each of the three disciplines work
together to maximize the efficiency and speed of solution development.
Xpedior's clients benefit from customized solutions based on their specific
strategy, requirements, and infrastructure.
Expedia, Inc. is a leading provider of branded online travel services
for leisure and small business travelers. Expedia operates its own website,
located at Expedia.com, with localized versions in the United Kingdom, Germany
and Canada. It offers one-stop travel shopping and reservation services,
providing reliable, real-time access to schedule, pricing and availability
information for over 450 airlines, 40,000 hotels and all major car rental
companies. Expedia also offers Internet consulting services, including the
licensing of its proprietary software, relating to ticketing and reservation
technologies to third party companies, enabling them to offer their own
ticketing and reservation services directly to consumers through Internet
websites.
If you have any questions concerning the services offered by Expedior
Incorporated, please feel free to contact us at the address or telephone listed
above. If you have any questions concerning the services offered by Expedia,
Inc., please feel free to contact Expedia at (425) 564-7200.
Truly yours,
Name
<PAGE>
Exhibit B
Companies in the Travel Services Industry
AIRLINES
--------
AB Shannon Air India
Access Air Air Jamaica
ACES Air Lanka
Adria Airways Air Liberte
Aer Arann Air Lithuania
Aer Lingus Air Littoral
Aero California Air Malta
Aero Continente Air Moldova
Aero Lloyd Air Nevada
Aeroflot-Russian International Airlines Air New Zealand
Aerolineas Internacionales Air One
Aerolines Argentinas Air Ostrava
Aeromar Airlines Air Pacific
Aeromexico Air Portugal
Aeroperu Air Sask Aviation
AeroRepublica Air St Thomas
Aerosweet Airlines Air Transat
Air Afrique Air Ukraine
Air Algerie Air Vanuatua
Air Aruba Air Zimbabwe
Air Baltic AirTran Airways
Air Burkina Alaska Airlines
Air Canada Alaska Central Express
Air China Albanian Airlines Mak S.H.P.K.
Air Dolomiti Alitalia
Air Engiadina All Nippon Airways
Air Europa ALM-Antillean Airlines
Air Europe Aloha Airlines
Air Fiji Alpine Aviation
Air France America West Airlines
Air Greece American Airlines
American Trans Air Copa
Ansett Australia Corporate Express
AOM French Airline Croatia Airlines
<PAGE>
<TABLE>
---------------------------------------------------------------------------------------
<S> <C>
APA International Cronus Air
Armenian Airlines Crossair
Asiana Airlines Cyprus Airways
Aspen Mountain Air Czech Airlines
Austin Express Delta
Austral Lineas Aereas Deutsche BA
Austrian Airlines Dragonair
Avensa Eagle Canyon Airlines
Aviacsa-Consorcio Aviaxsa Ecuatoriana
Avianca Egyptair
Aviateca El Al Israel Airlines
Awood Air Emirates
Bahamasair Estonian Air
Bangkok Airways Ethiopian Airlines
Bearskin Airlines Eurowings Luftverkehrs
Bellair Inc EVA Airways
Big Sky Airlines Finnair
Braathens S.A.F.E. Airtransport Flight West Airlines
Brasil Central Linha Aerea Regional Frontier Airlines
British Airways Garuda
British Midland Ghana Airways
BWIA International Gill Airways
Canada 3000 Guinee Airlines
Canadian Guyana Airways
Cape Air Haines Airways
Cardinal Airlines Harbour Air Seaplanes
Carnival Airlines Hawaiian Airlines
Cathay Pacific Airways Helijet Airways
Cayman Airways Helikopterservice, Euro Air
China Airlines Iberia
China Eastern Airlines Icelandair
China Southern Airlines Indian Airlines
Cimber Air Japan Air System
Cityjet Japan Airlines
Continental Japan Asia Airways
Jersey European Airways Moldavian Airlines
Jet Airways (India) Muk Air
K.D. Air Corporation National Airlines
Kenya Airways Nationwide Air
---------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
<TABLE>
---------------------------------------------------------------------------------------
<S> <C>
KLM-Royal Dutch Airlines Nicaraguense de Avacion (NICA)
KLM UK Northwest
Korean Air Olympic
Kuwait Airways Oman Aviation
L.A.B. Flying Service Pan Am Airbrg
LACSA Philippine Airlines
LADECO Airlines Polynesian Airlines
Lan Chile Portugalia
Lan Peru Qantas Airways
Lauda Air Qatar Airways
Legend Air Reeve Aleutian Airways
Liat Regional Airlines
Lineas Aereas Paraguayas Reno Air
Lineas Aereas Privadas Argentinas Riga Airlines
Linhas Aereas de Mocambique (LAM) Royal Air Maroc
Lithuanian Airlines Royal Aviation, formerly Tropical Air
Lloyd Aereo Boliviano Royal Brunei Airlines
LOT-Polish Airlines Royal Jordanian
LTU International Airways Royal Nepal Airlines
Lufthansa German Airlines Ryanair
Luxair Sabena Belgian World Airlines
Maersk Air SAETA
Malaysia Airlines Sahara India Airlines
Malev Hungarian Airlines SAS-Scandinavian Airlines System
Mandarin Airlines Saudi Arabian Airlines
Manx Airlines Servivensa
Martinair Holland SilkAir
MAT-Macedonian Airlines Singapore Airlines
Meridiana Skyways
Mesa Airlines Societe Nouvelle Air Guadeloupe
Mexicana Airlines South African Airways
Middle East Airlines Southcentral
Midway Airlines Southflight Aviation
Midwest Express Spanair
Sun Country Airlines Turkish Airlines
Surinam Airways Turks and Caicos Airways
Swissair Tyrolean Air
TAAG-Angola Airlines Ukraine International Airlines
TACA International Airlines United Airlines
---------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
<S> <C>
TAESA US Airways
Tarom-Romanian Air Transport Uzbekistan Airways
Tecnavia Varig
Thai Air International VASP
Top Air Vietnam Airlines
Tower Air Virgin Atlantic Airways
Trans World Airlines Wideroe's Flyveselskap
Transaero Airlines Windward Island Airways International
TransBrasil Linhas Aereas Wings of Alaska
Transportes Aereo Regionais Yugoslav Airlines (JAT)
Tunis Air
-----------------------------------------------------------------------------------------------
</TABLE>
HOTELS
------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
<S> <C>
Aston Hotels and Resorts Owings Properties
Best Western Pacific Hotel Mgmt Co
Camino Real Hotels and Resorts Pacific Placa Hotels
Canadian Pacific Hotels Park Place Entertainment
Crowne Plaza Hotels and Resorts MGM
Days Inn Mirage Hotels and Resort Group
Doubletree Hotels Peabody Hotel Group
Fairmont Hotels Pinnacle Hotel Mgmt
Four Seasons Hotels and Resorts Platinum Mgmt
Helmsley Hotels Quorum Hotels & Resorts
Hilton Hotels R&R Hotel Group
Holiday Inns Worldwide Remington Hotel Corp
Howard Johnson RFS
Hyatt Hotels and Resorts Richfield Hospitality Services
Loews Hotels Sceptre Hospitality Services
Marriott International, Inc. Ridgewood Hotels
Motel 6 Rosewood Hotels & Resorts
Outrigger Hotels and Resorts Royal Host
Peninsula Group Sage Hospitality Resources
Quality Inn Shell Hospitality Group
Ramada Limited Signature Hospitality Resources
Radisson Hotels Southwest Hotel Mgmt
Ritz Carlton Hotels and Resorts Sterling Hotels Corp
Sandals Resorts Stormont Trice Corp
Sheraton Hotels and Resorts The Hotel Group
-----------------------------------------------------------------------------------------------
</TABLE>
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<TABLE>
---------------------------------------------------------------------------------
<S> <C>
Super 8 Motels The Lodge Keeper Group
The Savoy Group The Pacific & Caribbean Hotel Group
Travelodge Tishman Hotel Corp
Westin Hotels and Resorts Tishman Real Estate and Development
AGC Mgmt Company Tishman Holdings
Allegro Resorts Tollman-Hundley Hotels
Allied Hospitality Group Travelers Mgmt
American Hospitality Mgmt Trigild Corp
Associated Hotels Twenty/Twenty Worldwide Hospitality
Benchmark Hospitality US Hotel Corp
Bon Mgmt Group Vista Host
Boykin Hospitality Waterford Hotel Group
Brilyn West Coast Hotels
Bristol Hotels (recently acquired by Bass White Lodging Services Corp
Hotels and Resorts)
Camberley Hotel Co Wilson Hotel Mgmt Co
Carlton Hospitality Mgmt Group Windsor Capital Group
Charlestown Mgmt Hotels Windegardner & Hammons
Charter One Hotels & Resorts Wright Investment Properties
Choice Atlantica Hotels Cendant Corp
Coakley & Williams Hotel Mgmt Co Host Marriott
Coastal Hotel Group Bass Inc
Cooper/CSS Hotel Cos Bass Hotels & Resorts
Courtland-Dane Mgmt Group Doral Hotels
Cox Hotels Accor
Davidson Hotel Co Accor Lodging
Day Hospitality Group RezSolutions
DePalma Hotel Corp Pegasus
Destination Hotels & Resorts PegasuSolutions
Dimension Development Co VIP International
Dolce Intl Lexington Services
Durbin Cos US Franchise Systems
Elmhurst Mgmt Carlson Cos
FCR Group Hotel Mgmt Carlson Hospitality Worldwide
First Carolina Mgmt Extended Stay America
Gal-Tex Hotel Corp Adams Mark Hotel & Resorts
GT Mgmt Drury Hotels
HI Development Shilo Inns
HBR Hotel Group Baymont Inns & Suites
---------------------------------------------------------------------------------
</TABLE>
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<PAGE>
<TABLE>
--------------------------------------------------------------------------------------
<S> <C>
HMG Lodging Mgmt Choice Hotels International
Home-Towne Suites Comfort Inns
Horizon Hotels Comfort Suites
Hospitality Associates Clarion
Hospitality Hotel Group Sleep Inn
Hospitality Partners Knights Franchise Systems
Hostmark Mgmt Group The Ritz Carlton Companies
Hotel Development & Mgmt Corp Country Inns & Suites
Hotel Managers Group Rodeway Inn
Hudson Hotels Corp Sofitel
Humphrey Hospitality Mgmt Fairfield Inn
IMIC Hotels Residence Inn
Innkeeper Associates Towneplace Suites
Interstate Hotels Corp Renaissance Hotels & Resorts
Jackson Hospitality Microtel
Janus American Group Villager Franchise Systems
Kimpton Hotels & Resorts Marriott Vacation Club International
Kinseth Hotel Corp Red Carpet Inns
Lancaster Hotels & Resorts Forte
Lane Hospitality Le Meriden
Linchris Hotel Corp Suisse Chalet Inns
Lodgian Ramada International
Marc Resorts Intercontinental Hotels
Marcus Hotels and Resorts Mandalay Bay Group
Mardeck Ltd Starwood Hotels & Resorts
Marshall Management W. Hotels
Mason Hospitality Services Kimpton Hotels
MeriStar Hotels & Resorts Candlewood Suites
Meristar Mgmt Co Omni Hotels
Musselman & Musselman The Luxury Collection
New Castle Hotels The St. Regis Collection
Newport Hospitality Group Embassy Suites
Noble House Hotels & Resorts Doubletree Hotels
Northern Hospitality Hampton Inn
Ocean Hospitalities Wydham Hotels & Resorts
Outrigger Hotels & Resorts Prime Hospitality
Outrigger Lodging Sole Meia Hotels & Resorts
Ohana Hotels and Resorts AmeriHost Properties
--------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
RENTAL CAR COMPANIES
--------------------
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
<S> <C>
Able Rent A Car I.T.S. Car Rental
Ace Rent A Car Interamerican Car Rental
Advantage Rent-A-Car Kemwel Holiday Autos
Affinity Intl Kenning Car Rental
Alamo Rent A Car LM Car Rental
All American Rent A Car Localiza Rent A Car
Allstate Car Rental Midway Rent A Car
Americar Montgomery Wards Rent A Car
Ansa International National Car Rental
Auto Europe Nationwide
Avis New Frontier
Budget Onerez
Capital Rent A Car Payless
Car Rental Direct Red and Blue
City Rent A Car Rent A Wreck
Continental Rent A Car Rent Rite
Discount Rentals Resort
Dollar Rent A Car Rox Rent A Car
Enterprise Royal Rent A Car
Europcar Sears Car and Truck Rental
European Car Res Sixt
Excellence Luxury Southwest Car Rental
Executive Car Rental Thrifty Car Rental
EZ Rent A Car Town and Country Car
Hayat Car Rental Unidas
Hertz U-Save
Holiday
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</TABLE>
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