SODEXHO MARRIOTT SERVICES INC, 10-K/A, 1998-04-30

SODEXHO MARRIOTT SERVICES INC
10-K/A, 1998-04-30
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the Fiscal Year Ended January 2, 1998

[_] Transition Report Pursuant to Section 13 or 14(d) of the Securities
Exchange Act of 1934

For the transition period from _____ to ________

Commission File No. 1-12188

SODEXHO MARRIOTT SERVICES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 52-0936594
(State of incorporation) (I R S. Employer Identification No.)

10400 Fernwood Road, Bethesda, Maryland 20817
(Address of principal executive offices)

Registrant's phone number including area code:
(301) 380-3100

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class Name of each exchange on which registered
------------------------ -----------------------------------------
Common Stock, $1.00 par value New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
Philadelphia Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days Yes [X] No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K/A or any
further amendment to the Form 10-K [_]

The aggregate market value of the voting stock held by non-affiliates of the
registrant based on the closing sale price on such stock as of March 30, 1998
amounted to approximately $846,534,180.

The number of shares outstanding of each of the registrant's classes of common
stock as of March 27, 1998 was 61,860,367 shares, all of one class of $1.00 par
value Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Definitive Proxy Statement prepared for the Special Meeting of
Stockholders of Marriott International, Inc. commenced on March 17, 1998
and adjourned to March 20, 1998 are incorporated by reference into
Part III of this report.

Index to Exhibits is located on pages 17 through 20.
<PAGE>

This Amendment No. 1 amends the Form 10-K Annual Report filed on
February 23, 1998 (the "Form 10-K") by Marriott International, Inc. ("Old
Marriott"), which was renamed Sodexho Marriott Services, Inc. (the "Company"
or "SMS") immediately following the Transactions (as defined below) on
March 27, 1998, by including the information required by Items 10, 11, 12 and
13 that was not already included in the Form 10-K and by amending Item 14(a)(3).

PART III

On March 27, 1998, Old Marriott consummated a series of transactions
that, among other things, resulted in (collectively, the "Transactions"): (i) A
spinoff ("Spinoff") to Old Marriott's stockholders of all businesses of Old
Marriott other than its food service and facilities management business that was
effected through the issuance of a special dividend of all of the outstanding
shares of capital stock of a new company ("New Marriott") to which Old Marriott
had contributed its lodging, senior living and distribution services businesses
and which will use the Marriott International, Inc. name; (ii) A merger
("Merger") pursuant to which Old Marriott acquired the North American operations
of Sodexho Alliance, S.A., a worldwide food and management services organization
headquartered in France and listed on the Paris Bourse ("Sodexho"); and (iii) a
one-for-four reverse stock split ("Reverse Stock Split").

ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

Set forth below are the names of all current Directors of the Company,
their ages, all positions and offices held by each such person, the period
during which such person has served as such, and the principal occupations and
employment of each such person during the past five years. Each of the
Company's Directors listed below (except for William J. Shaw, who was already
serving on the Old Marriott Board) was elected to the Board of Directors of the
Company effective on March 27, 1998, the date upon which the Transactions were
consummated, which election was ratified by the stockholders of Old Marriott at
a special meeting of stockholders commenced on March 17, 1998 and adjourned to
March 20, 1998.

Name Age
- ---- ---

William J. Shaw................... 52 On March 31, 1997, Mr. Shaw became
Chairman of the Board President and Chief Operating Officer
of Old Marriott, positions he now holds
with New Marriott. Mr. Shaw joined
Marriott Corporation in 1974, was
elected Corporate Controller in 1979
and a Vice President in 1982. In 1986,
Mr. Shaw was elected Senior Vice
President--Finance and Treasurer of
Marriott Corporation. He was elected
Executive Vice President of Marriott
Corporation and promoted to Chief
Financial Officer in April 1988. In
February 1992, he was elected President
of the Marriott Service Group, which
now comprises New Marriott's Contract
Service Group. Mr. Shaw was elected
Executive Vice President and
President--Marriott Service Group in
October 1993. Mr. Shaw is also Chairman
of the Board of Directors of Host
Marriott Services. He also serves on
the Board of Trustees of the University
of Notre Dame, Loyola College in
Maryland and the Suburban Hospital
Foundation. Mr. Shaw has been a
director of the Company since May 1997.

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<PAGE>

Charles D. O'Dell................. 46 On March 27, 1998, Mr. O'Dell became
President and Chief Executive Officer
of the Company. Mr. O'Dell joined
Marriott Corporation in 1979 and became
a Regional Manager in Marriott
Corporation's Roy Rogers Division in
1981. Mr. O'Dell held several
management positions in that Division
until 1985, when he was named Division
Vice President--Education in the Food
and Services Management Division. In
1986, Mr. O'Dell became Senior Vice
President of Business Food and
Auxiliary Services, and in November
1990 he was appointed President of
Marriott Management Services. Mr.
O'Dell serves as a foundation trustee
for the Educational Foundation of the
National Restaurant Association. He is
a director of the Deafness Research
Foundation and is a board member of
Second Harvest National Food Bank
Network.

Pierre Bellon..................... 68 Mr. Bellon is Chairman and Chief
Executive Officer of Sodexho, a company
which he founded in 1966 and which has
been listed on the Paris Bourse since
1983. In addition, he is Vice-Chairman
of the Conseil National du Patronat
Francais (Confederation of French
Industries and Services), and from
1969-1979 was a member of the Conseil
Economique et Social (Social and
Economic Council) in France. Mr. Bellon
also serves as a director of L'Air
Liquide (an industrial gas company).

Bernard Carton.................... 64 Mr. Carton is Senior Vice President and
Chief Financial Officer of Sodexho, a
position he has held since 1975. Prior
to joining Sodexho, Mr. Carton held
positions with several French and
American companies, including Manpower,
Inc. (Vice President, Finance for
European Operations 1970-1975), Control
Data Corporation (Vice President,
Finance European countries 1962-1970)
and General Electric Company (Engineer
1960-1962).

Edouard de Royere................. 65 Mr. de Royere is a director of L'Air
Liquide and its former Chairman and
Chief Executive Officer, a position he
held from 1985 until his retirement in
1995. Prior to such time, Mr. de Royere
served in various capacities at L'Air
Liquide, including Vice President
(1982-1985), Assistant Vice President
(1980-1982), Assistant to the Chief
Executive Officer (1979) and General
Counsel and Company Secretary (1967-
1979). Mr. de Royere also serves as a
director of Sodexho, L'Oreal S.A. (a
beauty and personal care company),
Groupe Danone (a food and beverage
company) and Solvay S.A. (a chemical
and pharmaceutical company).

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<PAGE>

John W. Marriott III.............. 36 In June 1996 Mr. Marriott became Senior
Vice President of Old Marriott's Mid-
Atlantic Region, a position he has
retained with New Marriott. He joined
Marriott Corporation in 1986 as a Sales
Manager and subsequently served as a
Restaurant Manager and as a director of
Food and Beverage. In 1989, Mr.
Marriott served as Executive Assistant
to the Chairman, J.W. Marriott, Jr.,
who is his father. He has also held
positions as Director of Corporate
Planning, Finance, Director of
Marketing for a hotel and General
Manager. Since 1993, Mr. Marriott has
held successive positions as Director
of Finance in Old Marriott's Treasury
Department, Director of Finance in the
Host Marriott Finance and Development
Department, and Vice President, Lodging
Development for The Ritz-Carlton Hotel
Company LLC.

Doctor R. Crants.................. 53 Doctor R. Crants, a founder of
Corrections Corporation of America
("CCA"), was elected Chief Executive
Officer and Chairman of the Board of
CCA in 1994 and President of CCA in
1998. From 1987 to 1994, he served as
President, Chief Executive Officer and
Vice Chairman of the Board of Directors
of CCA. From 1983 to 1987, Mr. Crants
served as Secretary and Treasurer of
CCA. Mr. Crants has served as a
director of CCA since 1983. In 1997,
Mr. Crants founded and became Chairman
of the Board of Trustees of CCA Prison
Realty Trust. Mr. Crants serves as a
director of the Nashville Area Chamber
of Commerce and the Tennessee Vietnam
Leadership Program.

Daniel J. Altobello............... 56 Daniel J. Altobello is the Chairman of
Onex Food Services, Inc., the parent
corporation of Caterair International,
Inc. and LSG/SKY Chefs, and the largest
airline catering company in the world.
From 1989 to 1995, Mr. Altobello served
as Chairman, President and Chief
Executive Officer of Caterair
International Corporation. From 1979 to
1989, he held various managerial
positions with the food service
management and in-flight catering
divisions of Marriott Corporation,
including Executive Vice President of
Marriott Corporation and President,
Marriott Airport Operations Group. Mr.
Altobello began his management career
at Georgetown University, including
service as Vice President,
Administration Services. He is a member
of the board of directors of American
Management Systems, Inc., Colorado
Prime Corp. and Blue Cross Blue Shield
of Maryland, and a trustee of Loyola
Foundation, Inc., Mt. Holyoke College,
Suburban Hospital Foundation, Inc. and
the Woodstock Theological Center at
Georgetown University.

Directors are elected annually and hold office until the next annual
meeting of stockholders and until their successors are elected and qualified.
The above-listed Directors will hold office until the next Annual Meeting of
Stockholders.

Three of the above-listed Directors (Pierre Bellon, Bernard Carton and
Edouard de Royere) were nominated by Sodexho in accordance with the Stockholder
Agreement dated March 27, 1998 by

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<PAGE>

and between the Company and Sodexho (the "Stockholder Agreement"). In addition,
two of the above-listed Directors (William J. Shaw and J.W. Marriott III) were
nominated by Old Marriott in accordance with the Stockholder Agreement. Charles
D. O'Dell was also nominated pursuant to the Stockholder Agreement in
anticipation of his nomination as Chief Executive Officer of the Company. See
"THE TRANSACTION -- Arrangements Between SMS and Sodexho -- Stockholder
Agreement" on pages 49 through 50 of the Definitive Proxy Statement prepared for
the Special Meeting of Stockholders of Marriott International, Inc. commenced on
March 17, 1998 and adjourned to March 20, 1998 (the "Proxy Statement"). Such
section of the Proxy Statement is incorporated by reference into this report.

Executive Officers

Please refer to the Form 10-K, as filed on February 23, 1998, for
information on the Executive Officers of the Company.

Committees of the Company's Board

The Company's Board has two standing committees: Audit and Compensation.

The members of the Audit Committee are Doctor R. Crants, Edouard de Royere
and Daniel J. Altobello, who serves as Chair. The Audit Committee meets at
least two times a year with the Company's independent auditors, management
representatives and internal auditors. The Audit Committee recommends to the
Company's Board the appointment of independent auditors, approves the scope of
audits and other services to be performed by the independent and internal
auditors, and reviews the results of internal and external audits, the
accounting principles applied in financial reporting and the adequacy of
financial and operational controls. The independent auditors and internal
auditors have unrestricted access to the Audit Committee and vice versa.

The members of the Compensation Committee are Bernard Carton, William J.
Shaw and Doctor R. Crants, who serves as Chair. The functions of this Committee
include determining the compensation of senior officers and certain other
employees, administering employee compensation and benefit plans and reviewing
the operations and policies of such plans.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's executive officers and directors, and persons who own
more than ten percent of a registered class of the Company's equity securities
("Reporting Persons"), to file reports of beneficial ownership and changes in
beneficial ownership of the Company's equity securities with the Securities and
Exchange Commission ("SEC") and the New York Stock Exchange. Specific due dates
for these reports have been established, and the Company is required to report
in this report any failure by such persons to file such reports on a timely
basis during 1997. During 1997, the Reporting Persons of Old Marriott were in
compliance with these requirements, with the exception of one transaction not
timely reported by Robert T. Pras and one transaction not timely reported by
Edwin D. Fuller.

ITEM 11 -- COMPENSATION OF EXECUTIVE OFFICERS OF THE REGISTRANT

The following tables on Executive Compensation (Table I - Summary
Compensation Table, Table II - Stock Option Grants in Last Fiscal Year, and
Table III - Aggregated Stock Option Exercises in Last Fiscal Year and Fiscal
Year-End Option Values) reflect awards denominated in Old Marriott Common Stock
and do not reflect redenomination of such awards into shares of New

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<PAGE>

Marriott Common Stock as a result of the Spinoff. All awards were made under the
Marriott International, Inc. 1993 Comprehensive Stock Incentive Plan or the
Marriott International, Inc. 1996 Comprehensive Stock Incentive Plan (the "Old
Marriott Plans"). In connection with the Spinoff, the awards under the Old
Marriott Plans were canceled and substitute awards were granted under the
Marriott International, Inc. 1998 Comprehensive Stock and Cash Incentive Plan
(the "New Marriott Plan"). The substitute awards preserved (but did not increase
or decrease) the economic value of the awards under the Old Marriott Plans.

Summary Compensation Table

Table I below sets forth a summary of the compensation paid by Old Marriott
during the last three fiscal years to the Chief Executive Officer of Old
Marriott and the five most highly compensated executive officers (other than the
Chief Executive Officer) of Old Marriott as of January 2, 1998. As of March 27,
1998, immediately following the Transactions, the persons listed below no longer
hold executive officer positions with the Company, but have assumed positions
with New Marriott. Although not an employee of the Company, William J. Shaw has
been elected Chairman of the Board of Directors of the Company.

<TABLE>
<CAPTION>
==================================================

Annual Compensation Long-Term Compensation
==================================================================================================================
Restricted All Other
Salary Stock Stock Compensation
Fiscal (1)(2) Bonus (3)(4) Options (5)(6)
Name Year ($) ($) ($) (#) ($)
==================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
J. W. Marriott Jr. 1997 900,000 990,000 198,001 287,500 79,590
Chairman and Chief 1996 840,866 809,754 161,975 71,000 32,125
Executive Officer 1995 800,000 696,000 139,202 100,000 7,592
- ------------------------------------------------------------------------------------------------------------------
William J. Shaw 1997 618,846 556,961 111,410 195,000 24,009
President and Chief 1996 545,289 425,325 85,085 46,000 19,780
Operating Officer 1995 520,000 342,680 589,152 52,000 35,910
- ------------------------------------------------------------------------------------------------------------------
William R. Tiefel 1997 565,000 452,000 90,431 135,000 44,714
Executive Vice 1996 545,289 393,699 1,175,020 46,000 40,323
President and 1995 520,000 341,120 365,720 52,000 35,187
President - Marriott
Lodging Group
- ------------------------------------------------------------------------------------------------------------------
Joseph Ryan 1997 400,000 320,000 741,766 100,000 12,493
Executive Vice 1996 371,000 248,941 49,775 25,000 1,170
President and General 1995 350,000 217,000 43,403 30,000 119,900
Counsel
- ------------------------------------------------------------------------------------------------------------------
Michael A. Stein 1997 400,000 320,000 63,966 100,000 29,761
Executive Vice 1996 356,731 239,366 47,850 23,000 25,950
President and Chief 1995 325,000 201,500 572,792 25,000 21,126
Financial Officer
- ------------------------------------------------------------------------------------------------------------------
James M. Sullivan 1997 400,000 320,000 63,966 100,000 29,684
Executive Vice 1996 320,000 236,730 47,355 23,000 24,622
President - Lodging 1995 265,000 383,787 460,450 11,500 19,700
Development
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

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<PAGE>

(1) Fiscal year 1996 base salary earnings were for 53 weeks, all other fiscal
year base salary earnings were for 52 weeks.

(2) Salary amounts include base salary earned and paid in cash during the
fiscal year and the amount of base salary deferred at the election of the
executive officer under the Old Marriott Employees' Profit Sharing,
Retirement and Savings Plan and Trust (the "Profit Sharing Plan") and
Executive Deferred Compensation Plan (the "Deferred Plan").

(3) All awards of restricted stock noted in the above table for 1995, 1996 and
1997 were originally made under the Old Marriott Plans for 1995, 1996 and
1997 performance. Restricted stock awards granted by Old Marriott are
subject to general restrictions, such as continued employment and non-
competition, and in some cases, additional performance restrictions such as
attainment of financial objectives. Holders of restricted stock receive
dividend payments and exercise voting rights with respect to such shares.
Awards of deferred bonus stock were generally derived by dividing 20
percent of each individual's annual cash bonus award by the average of the
high and low trading prices for a share of Old Marriott Common Stock on the
last trading day for the fiscal year. No voting rights or dividends are
attributed to award shares until such awards are distributed. The
individual executive may elect to denominate the awards as current or
deferred. A current award is distributed in 10 annual installments
commencing one year after the award is granted. A deferred award is
distributed in a lump sum or in up to 10 installments following termination
of employment. Deferred bonus stock contingently vests pro-rata in ten
annual installments commencing one year after the award is granted to the
employee. Awards are not subject to forfeiture once the employee reaches
age 55 with 10 years of service with Old Marriott, or has 20 years of
service with Old Marriott with Board approval.

(4) Total awards for each executive including awards reflected in the
restricted stock column in the above table include the following for the
named individual: (i) for Mr. Marriott 5,833 shares deferred bonus stock
with a value of $399,910; (ii) for Mr. Shaw 15,651 shares deferred bonus
stock, 27,000 shares restricted stock and 25,000 shares deferred contract
stock with an aggregate value of $4,638,153; (iii) for Mr. Tiefel 66,569
shares deferred bonus stock, 2,000 shares restricted stock and 49,847
shares deferred contract stock with an aggregate value of $8,118,601; (iv)
for Mr. Ryan 3,098 shares deferred bonus stock, 28,000 shares restricted
stock and 10,000 shares deferred contract stock with an aggregate value of
$2,817,679; (v) for Mr. Stein 5,977 shares deferred bonus stock, 15,000
shares restricted stock and 10,000 shares deferred contract stock with an
aggregate value of $2,123,783; and (vi) for Mr. Sullivan 9,308 shares
deferred bonus stock, 12,000 shares restricted stock, 10,000 shares
deferred contract stock with an aggregate value of $2,146,476.

(5) Amounts included in "All Other Compensation" represent Company matching
contributions made under one or both of the Profit Sharing Plan and the
Deferred Plan. In 1997, for Mr. Marriott, $3,711 was attributable to the
Profit Sharing Plan and $75,879 was attributable to the Deferred Plan; for
Mr. Shaw, $2,082 was attributable to the Profit Sharing Plan and $21,926
was attributable to the Deferred Plan; for Mr. Tiefel, $3,711 was
attributable to the Profit Sharing Plan and $41,003 was attributable to the
Deferred Plan; for Mr. Ryan, $1,531 was attributable to the Profit Sharing
Plan and $10,962 was attributable to the Deferred Plan; for Mr. Stein,
$3,711 was attributable to the Profit Sharing Plan and $26,050 was
attributable to the Deferred Plan; for Mr. Sullivan, $3,711 was
attributable to the Profit Sharing Plan and $25,972 was attributable to the
Deferred Plan.

(6) In 1996, Mr. J.W. Marriott, Jr. waived his vested right to receive post-
retirement distributions of cash under the Deferred Plan and Old Marriott
Common Stock under the Old Marriott 1993 Comprehensive Stock Incentive Plan
(the "1993 Plan"). The payments and stock distributions waived were
awarded to Mr. Marriott in 1995 and prior years and were

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<PAGE>

disclosed as required in earlier proxy statements of Old Marriott or of
Marriott Corporation. In connection with this waiver, Old Marriott entered
into an arrangement to purchase life insurance policies for the benefit of
a trust established by Mr. Marriott, which arrangement has been assigned to
Old Marriott. The cost of the life insurance policies to Old Marriott will
not exceed the projected after-tax cost Old Marriott expected to incur in
connection with the payments under the Deferred Plan and the stock
distributions under the 1993 Plan that were waived by Mr. Marriott.

Stock Options

Table II and Table III below set forth information regarding options to
purchase Old Marriott Common Stock granted in fiscal 1997 under the Old Marriott
Plans.

<TABLE>
<CAPTION>
Stock Option Grants in Last Fiscal Year

% of Total
Stock
Options
Stock Granted
Options to Grant Date
Granted Employees Exercise Expiration Present
(1) in Fiscal Price Date Value (4)
Name (#) Year ($/Sh) (2)(3) ($)
<S> <C> <C> <C> <C> <C>
J. W. Marriott, Jr. 225,000 6.5 54.188 02/06/07 4,155,750
62,500 1.8 67.7813 11/06/12 1,470,000

William J. Shaw 150,000 4.3 54.188 02/06/07 2,770,500
45,000 1.3 67.7813 11/06/12 1,058,400

William R. Tiefel 100,000 2.9 54.188 02/06/07 1,847,000
35,000 1.0 67.7813 11/06/12 823,200

Joseph Ryan 80,000 2.3 54.188 02/06/07 1,477,600
20,000 0.6 67.7813 11/06/12 470,400

Michael A. Stein 80,000 2.3 54.188 02/06/07 1,477,600
20,000 0.6 67.7813 11/06/12 470,400

James M. Sullivan 80,000 2.3 54.188 02/06/07 1,477,600
20,000 0.6 67.7813 11/06/12 470,400
</TABLE>

(1) Under the Old Marriott Plans, Old Marriott was entitled to grant to
eligible employees stock options either on a non-qualified tax basis or as
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code. All options granted to Old Marriott employees in 1997 were
non-qualified options and totaled 3,449,975 shares.

(2) All options granted except for the supplemental options granted on February
6, 1997, vest over four years on the anniversary date of the grant at a
rate of 25% per year and have a 15-year term. Except as set forth in the
succeeding sentence, if an optionee ceases to be an employee, other than by
reason of death, while holding an exercisable option, the option will
generally terminate if not exercised within three months of termination of
employment. Options held by optionees who retire and meet certain
retirement provisions of the Old Marriott Plan (retirement approved by the
Compensation Policy Committee of the Board of

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<PAGE>
Directors and either age 55 with 10 years of service, or 20 years of
service) will not expire until the earlier of (i) the expiration of the
option in accordance with its original term or (ii) one year from the
date on which the option granted latest in time to the optionee has
fully vested. Options are not transferable except that if an optionee
dies while an employee of Old Marriott more than one year from the date
the option was granted, a legatee may exercise the remaining options at
any time up to one year after the date of death of the employee.

(3) The options granted on February 6, 1997 will vest in full at the end of
eight years on the anniversary date of the grant and may vest earlier
at the end of three, four or five years if certain stock price
appreciation goals are achieved.

(4) The Black-Scholes option pricing model was used to estimate the present
value of the options at the date of the grant. The material assumptions
and adjustments used in estimating the value of the options include: a
10-year option term for the February grant and a 15-year option term
for the November grant, an exercise price of $54.188 for the options
issued in February and $67.7813 for the options issued in November,
expected volatility of 23.97%, an annual dividend of $0.35, a risk free
interest rate of 6.15%, an expected life of 7.15 years and a 13.3%
reduction to reflect the probability of forfeiture due to termination
prior to vesting. These inputs resulted in an $18.47 per share option
value for the February grant and a $23.52 per share option value for
the November grant.

Aggregated Stock Option Exercises in Last Fiscal
Year and Fiscal Year-End Option Values
- --------------------------------------------------------------------------------------------------------------------
Number of Shares Underlying Value of Unexercised
Unexercised Options at Fiscal In-the-Money Stock Options at
Year End (#) Fiscal Year End (3)
------------------------------ -----------------------------
Shares
Acquired
on Value
Company Exercise Realized
Name (1)(2) (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
J.W. Marriott, Jr. MI 0 0 954,250 413,250 45,379,937 6,470,336
HMC 0 0 810,447 0 12,671,964 0
-------------------------------------------------------------------------------------------------
TOTAL 0 0 1,764,697 413,250 58,051,901 6,470,336
- ---------------------------------------------------------------------------------------------------------------------
William J. Shaw MI 20,000 952,066 528,500 269,500 25,707,664 4,032,905
HMC 22,389 364,950 439,927 0 7,033,999 0
-------------------------------------------------------------------------------------------------
TOTAL 42,389 1,317,016 968,427 269,500 32,741,663 4,032,905
- ---------------------------------------------------------------------------------------------------------------------
William R. Tiefel MI 30,000 1,314,617 358,500 209,500 17,291,480 3,306,518
HMC 9,795 150,171 283,211 0 4,581,072 0
-------------------------------------------------------------------------------------------------
TOTAL 39,795 1,464,788 641,711 209,500 21,872,552 3,306,518
- ---------------------------------------------------------------------------------------------------------------------
Joseph Ryan MI 25,000 1,208,600 33,750 146,250 1,068,972 2,406,150
HMC 0 0 0 0 0 0
-------------------------------------------------------------------------------------------------
TOTAL 25,000 1,208,600 33,750 146,250 1,068,972 2,406,150
- ---------------------------------------------------------------------------------------------------------------------
Michael A. Stein MI 20,400 1,105,086 70,250 137,250 2,612,242 2,090,397
HMC 14,386 288,409 0 0 0 0
-------------------------------------------------------------------------------------------------
TOTAL 34,786 1,393,495 70,250 137,250 2,612,242 2,090,397
- ---------------------------------------------------------------------------------------------------------------------
James M. Sullivan MI 4,700 165,830 108,125 126,375 5,160,066 1,715,963
HMC 0 0 13,154 0 213,072 0
-------------------------------------------------------------------------------------------------
TOTAL 4,700 165,830 121,279 126,375 5,373,138 1,715,963
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) "MI" represents options to purchase Old Marriott Common Stock. "HMC"
represents options to purchase Host Marriott Corporation Common Stock.

(2) In connection with the distribution of all of Old Marriott's
outstanding common stock on a share-for-share basis to shareholders of
Marriott Corporation (now Host Marriott

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<PAGE>

Corporation) ("Host Marriott") in October 1993 (the "October 1993
Distribution") and pursuant to the Marriott Corporation Employee Stock
Option Plan, all Marriott Corporation options were adjusted to reflect the
October 1993 Distribution. Each nonqualified Marriott Corporation option
was "split" by (i) adjusting the price at which the Marriott Corporation
option (as adjusted, a "Host Marriott Corporation Option") was exercisable
for common stock of Host Marriott Corporation and (ii) providing the holder
thereof with an option to purchase an identical number of shares of Old
Marriott Common Stock (each, an "Old Marriott Option"). The exercise price
of the Old Marriott Option was set, and the exercise price of the
corresponding Host Marriott Corporation Option was adjusted, so as to
equal, in the aggregate, the exercise price of the Marriott Corporation
option prior to the October 1993 Distribution. Accordingly, these
adjustments merely preserved, and did not increase or decrease, the
economic value of the outstanding Marriott Corporation option prior to the
October 1993 Distribution. In December of 1995, in connection with the
distribution of all of Host Marriott Services Corporation's outstanding
common stock on a share-for-share basis to shareholders of Host Marriott
Corporation (the "Host Marriott Services Distribution") and pursuant to the
Host Marriott Corporation 1993 Comprehensive Stock Incentive Plan, all Host
Marriott Corporation Options were adjusted to reflect the Host Marriott
Services Distribution. The Host Marriott Services Distribution resulted in
a lower option price and greater number of options in Host Marriott
Corporation for all Old Marriott employees with outstanding options in Host
Marriott Corporation. The exercise price was set, and the price of the Host
Marriott Corporation Options were adjusted, so as to preserve (but not
increase or decrease) the economic value of each Host Marriott Corporation
Option immediately prior to the Host Marriott Services Distribution.

(3) Based on a per share price for Old Marriott Common Stock of $68.56 and a
per share price for Host Marriott Corporation Common Stock of $19.21.
These prices reflect the average of the high and low trading prices on the
New York Stock Exchange on January 2, 1998.

Compensation of Directors

Directors who are also employees of the Company receive no additional
compensation for service as directors. The Chairman of the Board, who is not an
employee of the Company, receives an annual retainer fee of $50,000. Other
directors who are not employees of the Company receive an annual retainer fee of
$25,000. Non-employee directors also receive a fee of $1,250 for attendance at
Board, Committee or Stockholder meetings. The Chair of each Committee of the
Board also receives a fee of $1,250. Directors are also reimbursed for travel
expenses and other out-of-pocket costs when incurred in attending meetings.

Compensation Committee Interlocks And Insider Participation

During 1997, the Compensation Policy Committee of Old Marriott was
comprised of Floretta Dukes McKenzie (Chair), Roger W. Sant, W. Mitt Romney and
Lawrence M. Small.

J.W. Marriott, Jr., the former Chairman and Chief Executive Officer of Old
Marriott and now Chairman and Chief Executive Officer of New Marriott, serves on
the Executive Compensation Committee of the Board of Directors of General Motors
Corporation. Harry J. Pearce, a director of New Marriott, is an executive
officer and director of General Motors Corporation.

-10-
<PAGE>

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership Of Certain Beneficial Owners

The following table sets forth the number and percentage of shares of the
Company's Common Stock owned beneficially (or deemed to be beneficially owned
pursuant to the rules of the SEC), as of March 27, 1998, by any person who is
known to the Company to be the beneficial owner of 5% or more of such Common
Stock, immediately after giving effect to the Transactions (including the
Reverse Stock Spilt) on March 27, 1998. Information as to beneficial ownership
is based upon statements furnished to the Company by such persons.

<TABLE>
<CAPTION>
Number of Shares Percent of
Name and Address Owned of Record Common Stock
of Beneficial Owner and Beneficially (1) Outstanding
<S> <C> <C>
Sodexho Alliance, S.A. (2)................. 29,949,925 48.4%
3 avenue Newton
78189 Montigny-le-Bretonneux, France
Richard E. Marriott (3)(4)................. 3,223,156 5.2
10400 Fernwood Road
Bethesda, MD 20817
J.W. Marriott, Jr. (3)(5).................. 3,112,740 5.0
10400 Fernwood Road
Bethesda, MD 20817
</TABLE>

(1) Based on the number of shares outstanding at March 27, 1998. Share amounts
reflect cancellation of options and other awards which were replaced with
grants of replacement options and awards by New Marriott, as well as
certain adjustments in order to preserve (but not increase or decrease) the
economic value of the securities previously held. For purposes of this
table, "beneficial ownership" is used as defined in Rule 13d-3 of the
Exchange Act.

(2) Bellon S.A. is the majority stockholder of Sodexho Alliance, S.A. Pierre
Bellon, a Director of the Company, along with members of his family, is the
majority stockholder of Bellon S.A. Mr. Bellon, as the majority
stockholder of Bellon S.A., and Bellon S.A., as the majority stockholder of
Sodexho Alliance, S.A., may each be deemed to have beneficial ownership of
the shares beneficially owned by Sodexho Alliance, S.A. Except to the
extent of their pecuniary interest in Sodexho Alliance, S.A., Bellon S.A.
and Pierre Bellon disclaim beneficial ownership of such shares.

(3) Includes: 393,750 shares held by J.W. Marriott, Jr. and Richard E.
Marriott as co-trustees of 16 trusts of the benefit of their children and
634,196 shares owned by The J. Willard Marriott Foundation, a charitable
foundation in which J.W. Marriott, Jr., Richard E. Marriott and their
mother serve as co-trustees. These shares are reported as beneficially
owned by both J.W. Marriott, Jr. and Richard E. Marriott. The shares
included herein do not include: (i) 477,588 shares owned and controlled by
certain other members of the Marriott family, (ii) 416,846 shares held by a
charitable annuity trust, created by the will of J. Willard Marriott, in
which J.W. Marriott, Jr. and Richard E. Marriott have a remainder interest
and in which

-11-
<PAGE>

their mother is trustee, or (iii) 39,443 shares held by the
adult children of J.W. Marriott, Jr. and Richard E. Marriott, as trustee of
26 trusts established for the benefit of the grandchildren of J.W.
Marriott, Jr. and Richard E. Marriott.

(4) Includes, in addition to the shares referred to in footnote (3): (i)
74,922 shares held as trustee of two trusts established for the benefit of
J.W. Marriott, Jr., (ii) 17,054 shares owned by Richard E. Marriott's wife,
(iii) 150,957 shares owned by four trusts for the benefit of Richard E.
Marriott's children, in which his wife serves as a co-trustee, and (iv)
575,682 shares owned by First Media Limited Partners, whose general partner
is Richard E. Marriott.

(5) Includes, in addition to the shares referred to in footnote (3): (i)
100,607 shares held as trustee of two trusts for the benefit of Richard E.
Marriott, (ii) 17,106 shares owned by J.W. Marriott, Jr.'s wife (Mr.
Marriott disclaims beneficial ownership of such shares), (iii) 167,566
shares owned by four trusts for the benefit of J.W. Marriott, Jr.'s
children, in which his wife serves as a co-trustee, (iv) 5,829 shares owned
by six trusts for the benefit of J.W. Marriott, Jr.'s grandchildren, in
which his wife serves as a co-trustee, (v) 20,000 shares owned by JWM
Associates Limited Partnership, whose general partner is J.W. Marriott,
Jr., and (vi) 676,897 shares owned by Family Enterprises whose general
partner is a corporation in which J.W. Marriott, Jr. is a controlling
stockholder.

Security Ownership Of Management

The following table sets forth the number and percentage of shares of the
Company's Common Stock owned beneficially (or deemed to be beneficially owned
pursuant to the rules of the SEC), as of March 27, 1998, by each current
Director of the Company, and by all current Directors and current Executive
Officers of the Company as a group, in each case immediately after giving effect
to the Transactions (including the Reverse Stock Spilt) on March 27, 1998.
Beneficial ownership reporting with respect to the Named Executive Officers of
the Company (none of which are current Executive Officers), required to be
disclosed pursuant to the rules of the SEC, is included in a separate table.
The following information as to beneficial ownership is based upon statements
furnished to the Company by such persons.

Amount of Shares Percent
Name Beneficially Owned (1) of Class
Directors:
<S> <C> <C>
Pierre Bellon (2)............................... 29,949,926 48.4%
John W. Marriott, III (3)....................... 58,901 *
Charles D. O'Dell (4)........................... 25,786 *
William J. Shaw (5)............................. 14,844 *
Daniel J. Altobello (6)......................... 4,001 *
Doctor R. Crants................................ 1 *
Bernard Carton.................................. 1 *
Edouard de Royere............................... 1 *
All current Directors and Executive Officers as
a Group (19 persons)............................ 30,115,919 48.7
</TABLE>

________________________
* Less than 1%

-12-
<PAGE>

(1) Based on the number of shares outstanding as of March 27, 1998. Share
amounts reflect cancellation of certain options and other awards which were
replaced with grants of replacement options and awards by New Marriott, as
well as certain adjustments in order to preserve (but not increase or
decrease) the economic value of the securities previously held. For
purposes of this table, "beneficial ownership" is used as defined in Rule
13d-3 of the Exchange Act.

(2) Includes 29,949,925 shares beneficially owned by Sodexho Alliance, S.A.
Mr. Bellon, along with members of his family, is the majority stockholder
of Bellon S.A., which is the majority stockholder of Sodexho Alliance, S.A.
Sodexho Alliance, S.A. beneficially owns 29,949,925 shares of Common Stock
of the Company. Bellon S.A., as the majority stockholder of Sodexho
Alliance, S.A., and Mr. Bellon, as the majority stockholder of Bellon S.A.,
may each be deemed to have beneficial ownership of 29,949,925 shares of
Common Stock of the Company beneficially owned by Sodexho Alliance, S.A.
Except to the extent of their pecuniary interest in such shares, Bellon
S.A. and Mr. Bellon disclaim beneficial ownership of such shares.

(3) Includes 3,604 shares held by Mr. Marriott, III as trustee of three trusts
for the benefit of his children, 2,805 shares owned by three trusts for the
benefit of his children in which his wife serves as co-trustee, and 1,590
shares owned by his wife.

(4) Includes 18,277 shares of unvested restricted stock awarded under the Old
Marriott Plans (as redenominated in connection with the Transactions).
Shares of restricted stock are voted by the holder thereof. See footnote
(3) of the "Summary Compensation Table" included in this Form 10-K.

(5) Includes 2,912 shares beneficially owned by Mr. Shaw's children.

(6) Includes 400 shares owned by Mr. Altobello's wife (Mr. Altobello disclaims
beneficial ownership of such shares).

Security Ownership of Former Named Executive Officers

Pursuant to the rules of the SEC, the following table sets forth the
number and percentage of shares of the Company's Common Stock owned beneficially
(or deemed to be beneficially owned pursuant to the rules of the SEC), as of
March 27, 1998, by each of the persons identified as Named Executive Officers of
the Company for the previous fiscal year, immediately after giving effect to the
Transactions (including the Reverse Stock Spilt) on March 27, 1998. On March
27, 1998, in connection with the Transactions, each of the Named Executive
Officers identified below resigned as an executive officer of Old Marriott and
became executive officers of New Marriott. The following information as to
beneficial ownership is based upon statements furnished to the Company by such
persons.

Amount of Shares Percent
Name Beneficially Owned (1) of Class
Named Executive Officers:
<S> <C> <C>
William R. Teifel............................... 15,249 *
Michael A. Stein................................ 4,372 *
James M. Sullivan............................... 3,727 *
Joseph Ryan..................................... 2,157 *
</TABLE>
________________________
* Less than 1%

(1) Based on the number of shares outstanding at March 27, 1998. Share amounts
reflect cancellation of options and other awards which were replaced with
grants of replacement options and awards by New Marriott, as well as certain
adjustments in order to preserve (but not increase or decrease) the economic
value of the securities previously held. For purposes of this table,
"beneficial ownership" is used as defined in Rule 13d-3 of the Exchange Act.

-13-
<PAGE>

ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

General

In general, see "THE TRANSACTIONS--Arrangements Between SMS and New
Marriott" and "Arrangements Between SMS and Sodexho" on pages 43 through 50 of
the Proxy Statement, for a discussion of certain arrangements with New Marriott
and Sodexho, respectively, that were entered into upon consummation of the
Transactions. Such sections of the Proxy Statement are incorporated by reference
into this report.

Pierre Bellon, who is a Director of the Company, is the Chairman and
Chief Executive Officer of Sodexho. Bellon S.A., a privately held corporation,
beneficially owns approximately 42 percent of Sodexho. Mr. Bellon and members
of his family beneficially own approximately 68 percent of Bellon S.A., and
subsidiaries of Sodexho beneficially own approximately 19 percent of Bellon S.A.
Bernard Carton, who is a Director of the Company, is the Vice President, Finance
of Sodexho. Edouard de Royere, who is a director of the Company, is a director
of Sodexho.

Certain Transactions

JWM Family Enterprises, L.P. ("Family Enterprises"), a Delaware limited
partnership owned by J.W. Marriott, Jr., the former Chairman and Chief Executive
Officer of Old Marriott and now Chairman and Chief Executive Officer of New
Marriott, and members of his immediate family, owns a 216-room Courtyard Hotel
in Long Beach, California, a 120-room Residence Inn in San Antonio, Texas and a
468-room Fairfield Inn in Anaheim, California. Subsidiaries of Old Marriott
operate the three properties pursuant to management agreements with Family
Enterprises. For 1997, Old Marriott received management fees totaling $878,183
for these properties, plus reimbursement of certain expenses. Old Marriott also
received payments in 1997 of $54,647 from Family Enterprises related to
furnishings and supplies for the Anaheim and Long Beach Hotels.

McIntosh Mill Ltd. ("McIntosh Mill"), a Utah limited partnership in
which Richard E. Marriott, a former director of Old Marriott and a current
director of New Marriott, has a 40 percent limited partnership interest, is
party to an agreement with Marriott Ownership Resort, Inc. ("MORI"), a
subsidiary of Old Marriott, under which MORI purchased land in Park City, Utah
from McIntosh Mill on which MORI is constructing a mixed-use, multi-phase
development. The terms of the Agreement call for McIntosh Mill to purchase from
MORI the commercial condominium units for a cash purchase price calculated as
the pro rata share of the development and construction costs of the project
allocable to the commercial units less (i) the value of the land allocated to
the residential condominium units retained by MORI for its time share resort,
and (ii) an agreed upon development fee earned by McIntosh Mill. Construction
of all phases was completed in 1997 and the cash portion of the purchase price
for the commercial space payable to MORI is approximately $3.95 million. MORI
has secured payment of these amounts by purchase money mortgages on the
commercial condominium units until McIntosh Mill obtains long term mortgage
financing which is expected to be arranged in 1998.

On March 29, 1997, Old Marriott acquired substantially all of the
outstanding common stock of Renaissance Hotel Group N.V. ("RHG"), an operator
and franchisor of 150 hotels in 38 countries, for approximately $1 billion. Dr.
Henry Cheng Kar-Shun, a former director of Old Marriott and now a director of
New Marriott, together with members of the Cheng family, beneficially owned
approximately 60 percent of the RHG shares acquired by Old Marriott, and Dr.
Cheng became a director of Old Marriott in connection with the RHG acquisition.
RHG operates 87 hotels in which affiliates of Dr. Cheng and members of the Cheng
family have a direct or indirect ownership or leasehold interest. New World
Development, for which Dr. Cheng serves as Managing Director and which is 35.3
percent owned by Dr. Cheng and members of the Cheng family, its affiliates or

-14-
<PAGE>

affiliates of Dr. Cheng have indemnified RHG, its subsidiaries and Old Marriott
for certain lease, debt, guarantee and other obligations in connection with the
formation of RHG as a hotel management company in 1995.

Relationship Between Old Marriott and Host Marriott

J.W. Marriott, Jr. and Richard E. Marriott and their respective immediate
family members beneficially own approximately 6.5 percent and 6.5 percent,
respectively, of the common stock of Host Marriott Corporation ("Host
Marriott"). Richard E. Marriott is the Chairman of the Board of Host Marriott,
and J.W. Marriott, Jr. is a director of Host Marriott.

Old Marriott and Host Marriott are or have been party to agreements
which provide, among other things, for Old Marriott to (i) manage lodging
properties owned or leased by Host Marriott (the "Host Marriott Lodging
Management Agreements"), (ii) manage senior living communities owned by Host
Marriott (the "Host Marriott Senior Living Management Agreements"), (iii)
advance up to $225 million to Host Marriott under a line of credit (the "Host
Marriott Credit Agreement"), (iv) guarantee Host Marriott's performance in
connection with certain loans or other obligations (the "Old Marriott
Guarantees") and (v) provide Host Marriott with various administrative and
consulting services and a sublease of office space at the Marriott headquarters
building (the "Services Agreements"). Old Marriott had the right to purchase up
to 20 percent of the voting stock of Host Marriott if certain events involving a
change of control of Host Marriott occur. These agreements were assigned from
Old Marriott to New Marriott upon completion of the Spinoff.

The Host Marriott Lodging Management Agreements provide for Old Marriott to
manage Marriott hotels, Courtyard hotels and Residence Inns owned or leased by
Host Marriott. Each Host Marriott Lodging Management Agreement, when entered
into, reflects market terms and conditions and is substantially similar to the
terms of management agreements with third-party owners regarding lodging
facilities of a similar type. Old Marriott recognized sales of $2,302 million
and operating profit (before corporate expenses and interest) of $140 million
during 1997, from the lodging properties owned or leased by Host Marriott.
Additionally, Host Marriott is a general partner in several unconsolidated
partnerships that own lodging properties operated by Old Marriott under long-
term agreements. Old Marriott recognized sales of $1,513 million and operating
profit (before corporate expenses and interest) of $122 million in 1997, from
the lodging properties owned by these unconsolidated partnerships. Old Marriott
also leases land to certain of these partnerships and recognized land rent
income of $23 million in 1997.

In June 1997, Old Marriott sold to Host Marriott all of the issued and
outstanding stock of Forum Group, Inc. which owns or leases 29 senior living
communities, for aggregate consideration of approximately $550 million,
comprised of cash, notes from Host Marriott, Old Marriott's share of outstanding
debt of Forum Group, and approximately $87 million to be received as expansions
as certain communities are completed. Marriott Senior Living Services, Inc., a
subsidiary of Old Marriott, manages these communities under the Host Marriott
Senior Living Management Agreements. Each Host Marriott Senior Living
Management Agreement reflects market terms and conditions and is substantially
similar to the terms of management agreements with third-party owners regarding
senior living facilities of a similar type. Old Marriott recognized sales of
$126 million and operating profit (before corporate expenses and interest) of $1
million under these agreements during 1997.

On June 19, 1997, the $225 million secured credit facility under the
Host Marriott Credit Agreement was terminated by mutual consent. Under the Host
Marriott Credit Agreement, interest on outstanding balances up to $112.5 million
accrued at LIBOR plus 3 percent; interest on outstanding balances from $112.5
million to $225 million accrued at LIBOR plus 4 percent. Old Marriott has
provided, and New Marriott may in the future provide, financing to Host Marriott
for a portion of the cost of acquiring properties to be operated or franchised
by New Marriott, including

-15-
<PAGE>

notes received as partial consideration for Host Marriott's purchase of Forum
Group, Inc. The outstanding principal amount of these loans was $135 million at
January 2, 1998, and Old Marriott recognized $9 million in 1997 in interest and
fee income under these credit agreements with Host Marriott.

Under the Old Marriott Guarantees, Old Marriott has guaranteed Host
Marriott's performance to lenders and other third parties. These guarantees
were limited to $107 million at January 2, 1998. No payments have been made by
Old Marriott pursuant to these guarantees.

Old Marriott also provides certain administrative services to Host
Marriott (including the services provided to Host Marriott Services prior to the
Host Marriott Services Distribution) for which Old Marriott was paid
approximately $17 million in 1997, including reimbursements, pursuant to the
Services Agreements.

In December 1997, Host Marriott completed its acquisition of the
Leisure Park at Lakewood, New Jersey senior living community, purchasing all but
one percent of Old Marriott's 50 percent interest for approximately $8.65
million in cash and notes. In 1997, Old Marriott's subsidiary that manages this
facility received management fees of $919,665 from the partnership.

Relationship Between Old Marriott and Host Marriott Services

Until December 29, 1995, Host Marriott Services Corporation ("Host
Marriott Services") was a wholly owned subsidiary of Host Marriott. On that
date, Host Marriott separated the Host Marriott Services businesses from its
other businesses through the "Host Marriott Services Distribution" to holders of
outstanding shares of Host Marriott common stock of one share of Host Marriott
Services common stock for each five shares of Host Marriott common stock. Upon
the consummation of the Host Marriott Services Distribution, Host Marriott
Services became a separate, publicly held company.

J.W. Marriott, Jr. and Richard E. Marriott and their respective immediate
family members beneficially own approximately 6.9 percent and 6.8 percent,
respectively, of the common stock of Host Marriott Services. William J. Shaw,
former President and Chief Operating Officer and a director of Old Marriott and
now the President and Chief Operating Officer and a director of New Marriott and
a Director of the Company, is the Chairman of the Board of Host Marriott
Services, and J.W. Marriott, Jr. and Richard E. Marriott are directors of Host
Marriott Services.

In connection with the Host Marriott Services Distribution, Old
Marriott and Host Marriott Services entered into service agreements that are
similar to the Service Agreements, and in some cases Host Marriott has assigned
to Host Marriott Services, and Host Marriott Services has assumed, the
applicable Services Agreements. Old Marriott received payments aggregating
approximately $10 million in 1997, including reimbursements, pursuant to these
agreements. In addition, Old Marriott provides and distributes food and
supplies to Host Marriott Services, for which Old Marriott charged approximately
$80 million in 1997.

In connection with the Transactions, the obligations of Old Marriott
to Host Marriott Services under various service agreements were assigned to New
Marriott, and the Company and New Marriott entered into restated Noncompetition
Agreements with Host Marriott Services that superceded the previous
Noncompetition Agreement between Old Marriott and Host Marriott Services.

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<PAGE>

PART IV

ITEM 14 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K

(a) LIST OF DOCUMENTS FILED AS PART OF THIS REPORT

(1) FINANCIAL STATEMENTS

Please refer to the Form 10-K, as filed on February 23, 1998, for the
information required to be included in Item 14(a)(1).

(2) FINANCIAL STATEMENT SCHEDULES

Please refer to the Form 10-K, as filed on February 23, 1998, for the
information required to be included in Item 14(a)(2).

(3) EXHIBITS

Any shareholder who desires a copy of the following Exhibits may
obtain a copy upon request from the Company at a charge that reflects the
reproduction cost of such Exhibits. Requests should be made to the Secretary,
Sodexho Marriott Services, Inc., 10400 Fernwood Road, Bethesda, Maryland 20817.

<S> <C> <C>
3.1 Amended and Restated Certificate of Exhibit No. 3(a) to Form 8-K dated April 3, 1998.
Incorporation.

3.2 Amended and Restated Bylaws. Exhibit No. 3(b) to Form 8-K dated April 3, 1998.

4.1 Certificate of Designation, Preferences and Exhibit No. 4.1 to Form 8-K dated October 25, 1993.
Rights of Series A Junior Participating
Preferred Stock.

4.2 Rights Agreement with The Bank of New York, (a) Exhibit No. 4.2 to Form 8-K dated October 25, 1993;
as Rights Agent, as amended. (b) Exhibit No. 1 to Form 8-A/A filed on October 15, 1997
(Amendment No. 1); and (c) Amendment No. 2 to Rights
Agreement dated as of March 27, 1998 to be filed by
amendment to Form 8-A.

4.3 Indenture with Chemical Bank, as Trustee, as (a) Exhibit Nos. 4(i) and 4(ii) to Form 8-K dated
supplemented December 8, 1993 (original Indenture and First
Supplemental Indenture); (b) Exhibit No. 4(ii) to Form
8-K dated April 19, 1995 (Second Supplemental Indenture);
(c) Exhibit No. 4.2 to Form 8-K dated June 7, 1995 (Third
Supplemental Indenture); (d) Exhibit No. 4.2 to Form 8-K
dated December 11, 1995 (Fourth
</TABLE>

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<PAGE>

<TABLE>
Incorporation by Reference
(where a report or registration statement is indicated
below, that document has been previously filed by the
Company and the applicable exhibit is incorporated by
reference thereto.)
Exhibit No. Description
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Supplemental Indenture); (e) Exhibit No. 4(a) to Form
8-K/A dated April 27, 1998 (Fifth Supplemental Indenture);
(f) Exhibit No. 4(b) to Form 8-K/A dated April 27, 1998
(Sixth Supplemental Indenture); Exhibit No. 4(c) to Form
8-K/A dated April 27, 1998 (Seventh Supplemental
Indenture); and Exhibit No. 4(d) to Form 8-K/A dated April
27, 1998 (Eighth Supplemental Indenture).

4.4 Indenture with The Bank of New York, as (a) Exhibit No. 4.1 to Form 8-K dated March 25, 1996; (b)
Trustee, relating to Liquid Yield Option Exhibit No. 4.2 to Form 8-K dated March 25, 1996 (First
Notes, as supplemented. Supplemental Indenture)

4.5 Indenture among RHG Finance Corporation, as (a) Exhibit No. 2.02 to Renaissance Hotel Group N.V.
issuer, Renaissance Hotel Group N.V. and Old Annual Report on Form 20-F for the fiscal year ended June
Marriott, as guarantors, and The First 30, 1996; and (b) Exhibit No. 4 to Form 10-Q for the
National Bank of Chicago as Trustee, as fiscal quarter ended June 20, 1997 (First and Second
supplemented. Supplemental Indenture).

10.1 $1.5 billion Credit Agreement with Citibank, (a) Exhibit No. 10 to Form 10-Q for the fiscal quarter
N.A., as Administrative Agent, and certain ended March 28, 1997 (original agreement), and (b)
banks, as Banks, as amended. previously filed as Exhibit No. 10.1 to the Form 10-K
for the fiscal year ended January 2, 1998 (First Amendment).

10.2 Distribution Agreement with Host Marriott, (a) Exhibit No. 10.3 to Form 8-K dated October 25, 1993;
as amended. (b) Exhibit No. 10.2 to Form 10-K for the fiscal year
ended December 29, 1995 (first Amendment); and (c) Exhibit
No. 10-1 to Form 10-Q for the fiscal quarter ended
September 12, 1997 (Second Amendment).

10.3 Non Competition Agreement with Host Marriott (a) Exhibit No. 10.7 to Form 8-K dated October 25, 1993;
and Host Marriott Services Corporation, as (b) Exhibit No. 10.4 to Form 10-K for the fiscal year
amended. ended December 29, 1995 (Amendment No. 1).

10.4 Employee Benefits and Other Employment Exhibit No. 10.6 to Form 8-K dated October 25, 1993.
Matters Allocation Agreement with Host
Marriott.

10.5 1993 Comprehensive Stock Incentive Plan, as Exhibit No. 10.7 to Form 10-K for the fiscal year ended
amended. December 30, 1994.

10.6 1996 Comprehensive Stock Incentive Plan. Appendix A to Proxy Statement for the Annual Meeting of
Shareholders held on May 10, 1996.

10.7 1994 Executive Officer Incentive Plan. Exhibit No. 10.1 to Form 10-Q for the fiscal quarter ended
March 25, 1994.
</TABLE>

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<PAGE>

<TABLE>
Incorporation by Reference
(where a report or registration statement is indicated
below, that document has been previously filed by the
Exhibit No. Description Company and the applicable exhibit is incorporated by
reference thereto.)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
10.8 1995 Non-Employee Directors' Deferred Stock Appendix A to Proxy Statement for the Annual Meeting of
Compensation Plan. Shareholders held on May 9, 1997.

10.9 Agreement and Plan of Merger by and among Exhibit No. (c)(1) to Schedule 14d-1 dated February 23,
Marriott International, Inc., FGI 1996.
Acquisition Corp. and Forum Group, Inc.

10.10 Acquisition Agreement, dated as of February Exhibit No. 10.1 to Form 8-K dated February 19, 1997.
17, 1997, by and between Old Marriott and
Renaissance Hotel Group N.V.

10.11 Shareholder Agreement, dated as of February Exhibit No. 10.2 to Form 8-K dated February 19, 1997.
17, 1997, by and between Marriott
International, Inc. and Diamant Hotel
Investments N.V.

10.12 Stock Purchase Agreement, dated as of June Exhibit No. 10.2 to Form 10-Q for the fiscal quarter
21, 1997, by and between Host Marriott ended September 12, 1997.
Corporation and Marriott Senior Living
Services, Inc.

10.13 Distribution Agreement dated as of September Appendix A to Definitive Proxy Statement for a Special
30, 1997 between the Company and New Meeting of Shareholders commenced on March 17, 1998 and
Marriott MI, Inc. adjourned to March 20, 1998.

10.14 Agreement and Plan of Merger dated as of Appendix B to Definitive Proxy Statement for a Special
September 30, 1997 by and among the Company, Meeting of Shareholders commenced on March 17, 1998 and
Marriott-ICC Merger Corp., New Marriott MI, adjourned to March 20, 1998.
Inc., Sodexho Alliance, S.A., and
International Catering Corporation

10.15 Omnibus Restructuring Agreement dated as of Appendix C to Definitive Proxy Statement for a Special
September 30, 1997 by and among the Company, Meeting of Shareholders commenced on March 17, 1998 and
Marriott-ICC Merger Corp., New Marriott MI, adjourned to March 20, 1998.
Inc., Sodexho Alliance, S.A., and
International Catering Corporation.

10.16 Amendment Agreement, dated as of January 28, Appendix D to Definitive Proxy Statement for a Special
1998, by and among the Company, Marriott-ICC Meeting of Shareholders commenced on March 17, 1998 and
Merger Corp., New Marriott MI, Inc. Sodexho adjourned to March 20, 1998.
Alliance, S.A. and International Catering
Corporation.
</TABLE>

-19-
<PAGE>

<TABLE>
Incorporation by Reference
(where a report or registration statement is indicated
below, that document has been previously filed by the
Company and the applicable exhibit is incorporated by
reference thereto.)
Exhibit No. Description
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
10.17 Employee Benefits and Other Employment Exhibit No. 10.1 to Form 10 of New Marriott MI, Inc.
Matters Allocation Agreement, dated as of filed on February 13, 1998.
September 30, 1997, by and between the
Company and New Marriott MI, Inc.

10.18 Trademark and Trade Name License Agreement Filed herewith.
dated as of March 27, 1998 among the
Company, New Marriott and Marriott Worldwide
Corporation

10.19 Royalty Agreement dated as of March 27, 1998 Filed herewith.
between Sodexho Alliance, N.A. and the
Company.

10.20 $620 million Credit Agreement dated as of (a) Exhibit No. 10(a) to Form 8-K/A dated April 27, 1998;
January 30, 1998 with the Company, as Borrower, and (b) Exhibit No. 10(c) to Form 8-K/A dated April 27,
certain initial lenders, as Initial Lenders, 1998 (Amendment No. 1).
Societe Generale and J.P. Morgan Securities
Inc. ("J.P. Morgan"), as Arrangers, Societe
Generale, as Administrative Agent, and
Morgan Guaranty Trust Company of New York
("Morgan"), as Documentation Agent, as
amended.

10.21 $735 million Credit Agreement dated as of (a) Exhibit No. 10(b) to Form 8-K/A dated April 27, 1998;
January 30, 1998 with Sodexho Marriott and (b) Exhibit No. 10(d) to Form 8-K/A dated April 27,
Operations, Inc., as Borrower, the Company, as 1998 (Amendment No. 1).
Parent Guarantor, certain initial lenders,
as Initial Lenders, Societe Generale and
Morgan, as Initial Issuing Banks, Morgan, as
Documentation Agent and Administrative
Agent, and Societe Generale and J.P. Morgan,
as Arrangers, as amended.

10.22 Stockholder Agreement dated as of Filed herewith.
March 27, 1998 between Sodexho Alliance, N.A.
and the Company.

12 Computation of Ratio of Earnings to Fixed Previously filed as Exhibit No. 12 to the
Charges. Form 10-K for the fiscal year ended January 2, 1998.

21 Subsidiaries of Marriott International, Inc. Previously filed as Exhibit No. 21 to the
Form 10-K for the fiscal year ended January 2, 1998.

23 Consent of Arthur Andersen LLP. Previously filed as Exhibit No. 23 to the
Form 10-K for the fiscal year ended January 2, 1998.

99 Forward-Looking Statements. Previously filed as Exhibit No. 99 to the
Form 10-K for the fiscal year ended January 2, 1998.
</TABLE>

-20-
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

SODEXHO MARRIOTT SERVICES, INC.

Dated: April 15, 1998 BY: /s/ Charles D. O'Dell
------------------------------------------
Charles D. O'Dell
President and Chief Executive Officer

Pursuant to the requirement of the Securities Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in
capacities and on the dates indicated.

Dated: April 15, 1998 By: /s/ Charles D. O'Dell
----------------------------------------
Charles D. O'Dell
President, Chief Executive Officer
and Director
[Principal Executive Officer]

Dated: April 15, 1998 By: /s/ Lawrence E. Hyatt
----------------------------------------
Lawrence E. Hyatt
Senior Vice President
and Chief Financial Officer
[Principal Financial Officer]

Dated: April 15, 1998 By: /s/ Lota Zoth
----------------------------------------
Lota Zoth
Corporate Controller and
Chief Accounting Officer
[Principal Accounting Officer]

Dated: April 15, 1998 By: /s/ William J. Shaw
----------------------------------------
William J. Shaw
Chairman and Director

Dated: April 15, 1998 By: /s/ Pierre Bellon
----------------------------------------
Pierre Bellon
Director

Dated: April 15, 1998 By: /s/ Bernard Carton
----------------------------------------
Bernard Carton
Director

Dated: April 15, 1998 By: /s/ Edouard de Royere
----------------------------------------
Edouard de Royere
Director

-21-
<PAGE>

Dated: April 15, 1998 By: /s/ John W. Marriott, III
----------------------------------------
John W. Marriott, III
Director

Dated: April 15, 1998 By: /s/ Doctor R. Crants
----------------------------------------
Doctor R. Crants
Director

Dated: April 15, 1998 By: /s/ Daniel J. Altobello
----------------------------------------
Daniel J. Altobello
Director

-22-

<PAGE>

EXHIBIT 10.18

TRADEMARK AND TRADE NAME LICENSE AGREEMENT
------------------------------------------

THIS TRADEMARK AND TRADE NAME LICENSE AGREEMENT (this "Agreement") is made
and entered into as of this 27th day of March, 1998 by and between MARRIOTT
INTERNATIONAL, INC. (to be renamed "Sodexho Marriott Services, Inc."), a
Delaware corporation ("SMS"), NEW MARRIOTT MI, INC. (to be renamed "Marriott
International, Inc."), a Delaware corporation ("Spinco"), and MARRIOTT WORLDWIDE
CORPORATION, a Maryland corporation ("MWC").

RECITALS
--------

WHEREAS, SMS, directly and through subsidiaries, conducts both the
Management Services Business (as hereinafter defined) and the Spinco Business
(as defined in the Distribution Agreement described below);

WHEREAS, SMS and Spinco are parties to that certain Distribution Agreement
dated as of September 30, 1997 (the "Distribution Agreement"), pursuant to which
(i) SMS has agreed to transfer to Spinco the Spinco Business, (ii) SMS has
agreed to assign to Spinco all trademark, service mark, trade name and related
rights that it owns with the exception of certain rights pertaining to the
Management Services Business, and (iii) SMS has agreed to distribute to its
stockholders all of Spinco's issued and outstanding capital stock (the
"Distribution");

WHEREAS, SMS and Spinco are also parties to an Agreement and Plan of Merger
dated as of September 30, 1997 (the "Merger Agreement") among SMS, Marriott-ICC
Merger Corp. (a wholly owned subsidiary of SMS), Spinco, Sodexho Alliance, S.A.
("Sodexho") and International Catering Corporation (the subsidiary of Sodexho
that operates the management services business of Sodexho in North America) (the
"Company"), pursuant to which, among other things, Marriott-ICC Merger Corp.
will merge with the Company (the "Merger") and Sodexho will receive merger
consideration consisting of approximately 49% of the outstanding capital stock
of SMS;

WHEREAS, as a condition to the Distribution and the acquisition of the
Company, Spinco has agreed to license to SMS and to cause MWC to license to SMS
certain intellectual property rights on the terms and conditions set forth
herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained in this Agreement and the Distribution Agreement and in the related
agreements entered into pursuant hereto and thereto, and for other valuable
consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, the parties agree as follows:
<PAGE>

1. Definitions; Interpretations. (a) Capitalized terms used but not
----------------------------
defined herein have the meanings set forth in the Distribution Agreement. In
addition, the following terms have the meanings set forth below:

"Agreement" means this Trademark and Trade Name License Agreement, together
---------
with all exhibits and schedules hereto, as the same may be amended from time to
time in accordance with the terms hereof.

"Change of Control" means (i) the board of directors of SMS shall not
-----------------
include for any consecutive forty-five (45) business day period both of William
J. Shaw and John w. Marriott III or, in the event one of such persons resigns or
otherwise no longer serves on the board, a successor director nominated or
approved by the remaining director named above (or if each such director resigns
or otherwise no longer serves, effective on or about the same date, a successor
director nominated or approved by such departing director in lieu of by the
remaining director) within fifteen (15) business days after such resignation or
other departure becomes effective (and if no such successor director is so
nominated or approved within such 15 day period then a Change of Control shall
not be deemed to have occurred, and if both such directors shall have resigned
or otherwise ceased to be on the board and in each case a successor was not so
nominated or approved within such 15 day period, then this clause (i) shall no
longer be of any force or effect), or (ii) any Person or two or more Persons
acting in concert (other than, with respect to Sodexho only, a Significant
Shareholder or group of Significant Shareholders and with respect to SMS only,
Sodexho and/or any of its Affiliates) shall have acquired beneficial ownership
(within the meaning of Rule 13d-3 of the Securities Exchange Commission under
the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of
SMS (after giving effect to the Distribution) or Sodexho, as the case may be,
(or other securities convertible into such Voting Stock) representing fifty
percent (50%) or more of the combined voting power of all Voting Stock of SMS or
Sodexho, as the case may be, or (iii) Significant Shareholders, as a group,
shall fail to have beneficial ownership (within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of
Sodexho representing not less than twenty-five percent (25%) of the combined
voting power of all Voting Stock of Sodexho.

"Corporate Names" has the meaning set forth in Section 2(a).
---------------

"Dispute" has the meaning set forth in Section 9(b).
-------

"Distribution" has the meaning specified in the Recitals hereto.
------------

"Distribution Date" means the date on which the Distribution occurs.
-----------------

"Expenses" has the meaning set forth in Section 9(b).
--------

"Indemnified Party" has the meaning set forth in Section 9(c).
-----------------

"Indemnitor" has the meaning set forth in Section 9(c).
----------

2
<PAGE>

"License" means the license granted pursuant to Section 2 of this
-------
Agreement.

"License Fee" has the meaning set forth in Section 5.
-----------

"Management Services Business" means (i) the business of providing (A)
----------------------------
management services or operations with respect to food (including catering),
beverages, housekeeping, laundry, vending, plant and equipment operation and
maintenance, grounds care, convenience stores, and gift or merchandise shops,
located in hospitals, nursing homes and other health care facilities, primary
and secondary schools, colleges, universities, academies and other educational
facilities, corporate headquarters and office buildings, manufacturing or
industrial facilities, municipal, state or federal government offices,
courthouses, stadiums and arenas owned or operated by colleges or universities
(except for such stadiums and arenas utilized by professional football,
basketball, or major league baseball or hockey teams), national or state parks,
ski resorts or other seasonal resorts, zoos, aquariums, concert or other
entertainment facilities, tourist attractions, or professional minor league
sporting arenas and stadiums; and (B) route vending provided to airports or
facilities related thereto; (ii) to the extent not included in the preceding
clause (i), such other business activities conducted by the Marriott Management
Services strategic business unit of SMS through or using the Retained Assets, by
the Company and its Subsidiaries, and by Sodexho Financiere du Canada Inc. and
its Subsidiaries, in each case as of the date of the Merger (and after giving
effect to the Distribution) including managing the Retained Conference Centers,
which for purposes of this Agreement shall be deemed to include only those
Retained Conference Centers that are used solely by the party contracting with
the SMS Party and its invitees which have a preexisting relationship with the
client or are using its facilities (other than the conference center itself);
provided that the activities included in this clause (ii) but which are not
- --------
covered by the preceding clause (i) shall be limited to the specific location
and accounts so covered and shall not apply to future accounts or locations; and
(iii) such other businesses, reasonably related to the foregoing, to which
Spinco may from time to time consent in writing, such consent not to be
unreasonably withheld. Notwithstanding the foregoing, under no circumstances
shall the Management Services Business include (X) activities conducted at
prisons, penitentiaries or other penal institutions, (Y) gaming activities
(other than retail sale of lottery tickets) or (Z) any activity prohibited by
law. For the avoidance of doubt, the parties agree that Management Services
Business does not include (I) the Lodging and Conference Center Management
Business (other than managing the Retained Conference Centers as described
above, providing commercial laundry facilities to lodging and conference center
properties, and the lodging management activities conducted by the NANA Joint
Ventures), (II) the provision or delivery of any assisted living, nursing or
other personal care services at any Senior Living Facility, (III) the Home
Services Business (other than such services provided to non-residential
customers), (IV) the Timeshare and Interval Ownership Business, (V) the Golf
Property Management Business, (VI) the A&C and Employment Related Services
Business (other than activities covered by clause (ii) of the first sentence of
this definition) and (VII) the other businesses described on Exhibit 2 attached
---------
hereto. Capitalized terms used in clauses (I) through (VI) in the preceding
sentence shall have the meanings ascribed to them in the Noncompetition
Agreement.

3
<PAGE>

"Marriott Marks" means any name or mark including the word "MARRIOTT."
--------------

"Merger Agreement" has the meaning specified in the Recitals hereto.
----------------

"MWC" has the meaning set forth in the first paragraph of this Agreement.
---

"Noncompetition Agreement" means that certain Noncompetition Agreement,
------------------------
dated as of the date hereof, between Spinco and SMS.

"Significant Shareholder" means with respect to Sodexho, any Person that
-----------------------
(a) is Pierre Bellon, (b) is or hereafter becomes a spouse of or any other
relative (by blood, marriage or adoption) of Pierre Bellon, (c) is or becomes a
transferee of the interests of any of the foregoing Person or Persons by descent
or by trust or similar arrangement intended as a method of descent, (d) is a
corporation or other entity controlled, directly or indirectly, by one or more
of the foregoing, or (e) is any trust or other entity established primarily for
the benefit of one or more of the foregoing.

"SMS" has the meaning set forth in the first paragraph of this Agreement.
---

"SMS Party" means SMS and any Subsidiary of SMS that executes and delivers
---------
to Spinco an Additional Signature Page in the form attached as Exhibit 1, but
only as long as such Subsidiary remains a Subsidiary of SMS.

"Spinco" has the meaning set forth in the first paragraph of this
------
Agreement.

"Voting Stock" means capital stock issued by a corporation or equivalent
------------
interests in any other Person, the holders of which are ordinarily, in the
absence of contingencies, entitled to vote for the election of directors (or
persons performing similar functions) of such Person, even though the right to
so vote has been suspended by the happening of such contingency.

(b) Interpretation. The descriptive headings herein are inserted for
--------------
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement. For all purposes of this
Agreement, except as otherwise expressly provided, (i) the enumeration of one or
more items following the term "including" shall not be interpreted as excluding
any items not so enumerated, (ii) defined terms shall include the plural as well
as the singular, (iii) all references to "Articles," "Sections" or other
subdivisions are to designated Articles, Sections and other subdivisions of the
body of this Agreement, (iv) pronouns of either gender or neuter shall include,
as appropriate, the other pronoun forms, and (v) the words "herein," "hereof"
and "hereunder" and other words of similar import refer to this Agreement as a
whole and not to any particular Article, Section or other subdivision.

2. Scope of License to Use Marriott Marks. For good and valuable
--------------------------------------
consideration, and in accordance with the terms and conditions hereunder, Spinco
(with respect to the United

4
<PAGE>

States) and MWC (with respect to Canada) each hereby grants the following non-
exclusive license to use the Marriott Marks in connection with the Management
Services Business:

a. Corporate Name Use. For a period of four years following
------------------
the Distribution Date, Spinco (with respect to the United States) and MWC (with
respect to Canada) grants to the SMS Parties a non-exclusive limited license to
use the "Marriott" mark solely as a part of (i) SMS's corporate name, "Sodexho
Marriott Services, Inc.," or "Sodexho Marriott Services", (ii) the names of
SMS's principal business divisions, which names shall be limited to "Sodexho
Marriott Health Care Services," "Sodexho Marriott Education Services," "Sodexho
Marriott Corporate Services," "Sodexho Marriott School Services," "Sodexho
Marriott Laundry Services," and "Sodexho Marriott Services Canada", and (iii)
such reasonable number of other corporate names of SMS Parties as may be
consented to by Spinco, such consent not to be unreasonably withheld
(collectively, the "Corporate Names"). Such use of the Corporate Names can be
made only in connection with the Management Services Business. No Subsidiary of
SMS, or party other than SMS itself, may use any Marriott Mark in any manner,
including its corporate, partnership, trade name or other entity name except
that any such Subsidiary may use the Corporate Names as the name of such
corporation, partnership or other entity, or as a d/b/a/ name, solely in
connection with the Management Services Business for the same period and subject
to the same terms and limitations that apply to use of the Corporate Names.
Subject to the other terms and provisions in this Agreement, this License
permits only the following uses of the Corporate Names in connection with the
Management Services Business:

(i) Printed Materials. The SMS Parties may use the
-----------------
Corporate Names on printed materials and documentation, other than promotional
materials and advertising (and other printed materials that are covered by
clauses (ii) - (v) below), solely (a) to identify SMS as a company in
shareholder communications, including annual and quarterly reports, filings with
the Securities and Exchange Commission and other governmental entities, (b) in
documentation submitted to financial institutions in connection with financial
transactions such as loan applications, (c) to identify any SMS Party or its
employees to clients, suppliers and other third parties with which it deals in
the Management Services Business, (d) on stationary used in the Management
Services Business, and (e) on accounting forms, invoices, receipts and similar
preprinted or standardized business forms used in the Management Services
Business.

(ii) Promotional Materials and Advertising. The SMS
-------------------------------------
Parties may use the Corporate Names in promotional materials and advertising
provided that (a) such use clearly identifies the services offered as relating
solely to the Management Services Business, and (b) at Spinco's or MWC's
request, not more often than once per fiscal quarter, and at any time upon
Spinco's or MWC's reasonable request based upon a reasonable belief that a
violation of this Agreement by an SMS Party may have occurred or be imminent,
representatives familiar with SMS's promotional materials and advertising shall
meet with representatives of Spinco and/or MWC at Spinco's headquarters to
provide samples of all such promotional materials and advertising used or
proposed to be used, the intended use or uses thereof, and other information
reasonably required by Spinco and/or MWC to enable Spinco and/or MWC to confirm
that such materials and uses are in conformity with this Agreement.

5
<PAGE>

(iii) Signage. The SMS Parties may use the Corporate Names in
-------
connection with the Management Services Business on signage solely (a) at
corporate offices (e.g., corporate headquarters, regional offices, local
offices), and (b) at the unit level in the types of locations, and substantially
in the sizes, manner and frequency, consistent with past practice as of
September 30, 1997.

(iv) SMS Logo. The SMS Parties may use the Corporate Names
--------
in a logo developed specifically for use by SMS, which logo must be approved by
Spinco and MWC, which approval shall not be unreasonably withheld. The logo may
be used solely in the manners permitted by this Section 2.

(v) Employee Badges and Uniforms, etc. The SMS Parties may
---------------------------------
use the Corporate Names on employee uniforms, badges, identification cards,
bulletin boards, menus and menu boards and employee recognition displays and
other means of identifying the SMS Parties or their employees in connection with
the Management Services Business, consistent with past practice as of September
30, 1997. Notwithstanding the foregoing, employee uniforms and name badges may
contain the words "Sodexho Marriott" only, without the need to add "Services"
thereto.

(vi) Certain Limitations at Senior Living Facilities.
-----------------------------------------------
Notwithstanding the foregoing, the Corporate Names shall not be used in any way
at or in connection with any limited service or full service retirement or
senior living service facility or community, including any independent and/or
assisted living facility or congregate care facility; provided, that this
--------
limitation shall not apply to (A) any such facility in which SMS (not including
the Company or its Subsidiaries) has an account as of the Distribution Date, or
(B) any skilled nursing facility that does not include independent or assisted
living units; provided, further, that if requested by a client or potential
-------- -------
client, an SMS Party may use the Corporate Names solely to disclose relevant
corporate-subsidiary relationships to the client. With respect to any use of the
Corporate Names permitted by clause (A) of the foregoing proviso, SMS shall
prohibit its client from using the Corporate Names in promotional or advertising
materials and shall use its commercially reasonable efforts to cause such client
not to use or invoke the Corporate Names in its sales or promotional activities,
whether within or outside the unit.

(vii) Certain Limitations at Conference Centers.
-----------------------------------------
Notwithstanding the foregoing, the Corporate Names shall be used at or in
connection with the Retained Conference Centers only in a manner consistent with
past practice as of September 30, 1997. The parties agree that the Corporate
Names may not be used to advertise, promote or market the Retained Conference
Centers to the general public or to other third parties, other than brochures or
similar print media sent or provided solely to the client or to potential
invitees of the client which would use the conference center either in
connection with a preexisting relationship with the client or to use its
facilities (other than the conference center itself), in a manner consistent
with past practice as of September 30, 1997.

6
<PAGE>

(viii) Name Prominence. The word "Marriott" shall be no
---------------
more prominent that the word "Sodexho" in connection with any use of the
Marriott Mark or the Corporate Names hereunder.

For the avoidance of doubt, neither Spinco nor MWC shall have any right to
approve any use of (1) the corporate name of any SMS Party except the Corporate
Names or (2) other materials that do not include any Marriott Mark.

b. Existing Agreements. Spinco (with respect to the United
-------------------
States) and MWC (with respect to jurisdictions outside the United States) grants
to the SMS Parties a non-exclusive limited license to use the Marriott Marks
solely in accordance with and to the extent required by the terms of any joint
venture or similar agreement listed on Exhibit 1 hereto as any such agreement
exists as of the date hereof; provided that the SMS Parties shall use
--------
commercially reasonable efforts commencing as soon as practicable after the date
hereof to amend such agreements to delete any right to use the Marriott Marks;
provided further that if the SMS Parties fail to amend such agreements as
- ----------------
provided in the first proviso within one year following the Distribution Date,
Spinco and MWC, as applicable, shall have the right to negotiate directly with
the joint venture or its members to effect such amendment on terms reasonably
satisfactory to Spinco and SMS, and SMS agrees to cooperate with Spinco or MWC,
as applicable, in connection therewith, provided that such negotiations shall
not unreasonably interfere with the applicable joint venture's conduct of its
Management Services Business.

c. Transitional Trademark Usage. For a period of nine months
----------------------------
following the Distribution Date, each of Spinco (with respect to the United
States) and MWC (with respect to Canada) grants to the SMS Parties a
non-exclusive license to use the Marriott Marks as trademarks or service marks
to identify goods or services provided in connection with the Management
Services Business solely in the manner in which the Marriott Marks are used in
the United States and Canada by the Marriott Management Services strategic
business unit of SMS as of September 30, 1997. This transitional license is
granted by Spinco and MWC to the SMS Parties solely for the purpose of phasing
out existing use of the Marriott Marks. Except for the use of the Corporate
Names permitted in Section 2(a) above and the use of the Marriott Marks
permitted in Section 2(b), the SMS Parties shall make no use whatsoever of the
Marriott Marks after the expiration of the nine month period following the
Distribution Date.

d. Usage Generally. No SMS Party is permitted to make any
---------------
other use of the Marriott Marks without the prior written permission of Spinco
or MWC, as applicable, which Spinco or MWC, as applicable, may grant or withhold
in its sole discretion.

3. Territory. The License granted in this Agreement covers the
---------
United States, its possessions, Canada and, to the extent necessary to perform
the agreements set forth on Exhibit 1, as amended after the date hereof, such
other territories specifically identified in such agreements (which agreements
may not be amended or modified as to the use of the Marriott Marks, without the
prior written consent of Spinco or MWC, as applicable, which Spinco or MWC, as
applicable, may grant or withhold in its sole discretion).

7
<PAGE>

4. Restriction of License to SMS. The parties agree that the License
-----------------------------
granted herein to use the Marriott Marks in connection with the Management
Services Business shall be restricted solely to SMS and the other SMS Parties,
and only for so long as such entities remain SMS Parties.

5. Payment of License Fee. During the term hereof, SMS hereby agrees to
----------------------
pay to Spinco and MWC an annual license fee (the "License Fee") in the aggregate
amount of One Million Dollars ($1,000,000). Such amount shall be paid in equal
quarterly installments of $250,000 payable in advance on the Distribution Date
(pro rated for the remainder of the then-current fiscal quarter of Spinco) and
on the first day of each fiscal quarter of Spinco thereafter. If this Agreement
is terminated, such fee shall be prorated for any partial quarter during which
this Agreement is in effect, and Spinco and MWC (as a joint and several
obligation) will promptly return to SMS the balance of the License Fee for such
quarter.

6. Spinco's and MWC's Ownership of the Marriott Marks.
--------------------------------------------------

a. The SMS Parties acknowledge that Spinco is the exclusive owner of
the Marriott Marks in the United States, and that MWC is the exclusive owner of
the Marriott Marks in Canada and in other territories outside the United States.
The SMS Parties agree that, except for the limited licensed right to use the
Marriott Marks as provided in this Agreement, no SMS Party has any right, title
or interest in or to the Marriott Marks. For purposes of clarification, the
parties acknowledge that no SMS Party has any right to use the Marriott Marks in
connection with the Management Services Business, except as provided in this
Agreement. The SMS Parties agree that all uses of the Marriott Marks by the SMS
Parties and the goodwill associated with such uses shall inure solely to the
benefit of Spinco and MWC, and upon termination of its rights to use the
Marriott Marks as provided in this Agreement, all right and interest of the SMS
Parties in and to the Marriott Marks shall revert fully to Spinco and MWC, as
applicable.

b. The SMS Parties agree to cooperate fully with Spinco and MWC in
recording appropriate assignment and other documents evidencing Spinco's or
MWC's, as applicable, ownership of the Marriott Marks. The SMS Parties agree to
take no action inconsistent with Spinco's or MWC's ownership of and interest in
the Marriott Marks. Each of Spinco and MWC agrees to cooperate fully with SMS in
recording appropriate documents evidencing the License to SMS.

c. The SMS Parties shall not (i) attack or challenge in any manner
whatsoever the validity of the Marriott Marks, Spinco's and MWC's ownership
thereof or any of the terms of this Agreement, or (ii) assist any third party in
doing any of the same. The SMS Parties hereby waive any right to contest the
validity of the Marriott Marks.

7. Limitations on Use of the Marriott Marks. The License to use the
----------------------------------------
Marriott Marks described in Section 2 of this Agreement is expressly subject to
the following conditions:

8
<PAGE>

a. All uses of Marriott Marks by the SMS Parties, except such
uses in advertising and promotional materials which are covered by Section
2.a.(ii) above, shall be subject to Spinco's and MWC's (as applicable) prior
written approval on the basis of samples submitted by SMS with a written
description of the intended use or uses. If such samples and uses are approved
in the manner set forth herein, they shall be made in strict conformance with
such reasonable specifications or requirements as Spinco or MWC (as applicable)
shall establish (such specifications and requirements to be consistent with the
requirements of this Agreement and/or with specifications and requirements then
in use for the Marriott Mark by Spinco and/or MWC), as such specifications or
requirements may be modified by Spinco or MWC from time to time upon reasonable
notice to SMS.

b. All displays of Marriott Marks by the SMS Parties shall
bear such copyright, trademark, service mark and other notices as Spinco or MWC
(as applicable) shall reasonably require, and the SMS Parties shall adhere to
any other reasonable and customary posting requirements developed by Spinco and
MWC with respect to the Marriott Marks.

c. The SMS Parties shall not use the Marriott Marks as part
of, or display the Marriott Marks in conjunction with, any other names or marks
except with Spinco's or MWC's (as applicable) prior written approval which
approval (except as provided otherwise in Section 2) may be granted or withheld
by Spinco in its sole discretion. Such prior written approval by Spinco shall be
provided within fifteen (15) days after receipt of such request from any SMS
Party. In the absence of a written disapproval within fifteen (15) days, the
specific use or intended use by the SMS Parties shall be presumed to be
consistent with this Agreement.

d. The SMS Parties shall not use the Marriott Marks or any
confusingly similar name, mark, term or design, except as expressly authorized
in this Agreement or consented to by Spinco or MWC (as applicable) in writing,
and the SMS Parties shall not attempt to register or aid any third party in
using or attempting to register any such name, mark, term or design in any
jurisdiction or locale.

e. The SMS Parties shall not use the Marriott Marks in any
manner that is inconsistent with the fact that they are using the Marriott Marks
as a licensee of Spinco or MWC (as applicable).

f. The SMS Parties shall not use the Marriott Marks in
connection with any reference to the experience, operations or history in the
Spinco Business of SMS, its Affiliates or predecessors (including the lodging,
senior living services and timeshare businesses) except for the specific
reference to SMS as "a former division of Marriott International, Inc., a
worldwide hospitality company."

9
<PAGE>

g. The SMS Parties shall not use the Marriott Marks in any
manner that may tend to: (1) negatively impact or disparage the image or
reputation of the Marriott Marks, and/or (2) dilute the distinctiveness of the
Marriott Marks.

Any breach of the foregoing provisions may be remedied by the remedies set forth
in Section 16 of this Agreement as applicable.

8. Quality Control.
---------------

a. Each of Spinco and MWC is familiar with the general quality
of the goods and services now provided by SMS and the Retained Subsidiaries in
the Management Services Business and finds, at the present time, the quality of
such goods and services to be acceptable. All goods and services to be provided
by the SMS Parties under the Marriott Marks shall be provided in accordance with
the quality standards of SMS and the Retained Subsidiaries now in place and such
other quality standards that Spinco or MWC (as applicable) may reasonably impose
from time to time; provided that such other quality standards shall not be
--------
higher than the standard then prevailing in the industry for similar services
and products in similar markets, unless a higher standard is required by law.

b. Spinco (in the United States) and MWC (in Canada and
elsewhere in the Territory) shall have the right, at reasonable times and with
prior notice, to inspect any facility operated by any SMS Party, and any goods
provided by any SMS Party, at any time for the purpose of determining whether
they have met or are meeting the quality standards required under this
Agreement. SMS shall promptly produce and deliver (at its own expense) to Spinco
or MWC (as applicable) such examples of the use of the Marriott Marks by any SMS
Party as Spinco shall reasonably request.

Any breach of the foregoing provisions discovered by inspection or otherwise may
be remedied by the remedies set forth in Section 16 of this Agreement.

9. Limitation of Liability; Indemnity.
----------------------------------

a. IN NO EVENT SHALL SPINCO OR MWC BE LIABLE FOR ANY MATTER
WHATSOEVER RELATING TO THE USE BY ANY SMS PARTY OF THE MARRIOTT MARKS EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 9.

b. The SMS Parties shall indemnify, defend and hold harmless
Spinco and MWC and their respective employees, representatives, directors,
officers and agents from and against any and all costs, judgments, liabilities
and expenses, including interest, penalties, attorneys' and third party fees,
and all other amounts paid in the investigation, litigation, defense and/or
settlement (collectively, "Expenses") resulting from any actual or potential
claim, demand, dispute, notice, lawsuit, administrative proceeding or other
action (collectively,

10
<PAGE>

"Dispute") that relates in any way to the exercise of the rights granted in this
Agreement by any SMS Party or any other usage by any SMS Party of any Marriott
Mark.

c. Spinco and MWC shall, jointly and severally, indemnify,
defend and hold harmless the SMS Parties and their employees, representatives,
directors, officers and agents from and against any and all Expenses resulting
from any Dispute that relates to a third party claim that the Marriott Mark
infringes any other trademark, tradename or service mark.

d. The parties agree that Disputes arising hereunder shall be
governed by the procedures set forth in Section 4.4 and 4.5 of the Distribution
Agreement.

e. The SMS Parties shall maintain a third party liability
insurance policy during the term of this Agreement and for two years after its
termination, in amounts and coverages and with deductibles customary for
businesses of SMS's nature and size, to which policy each of Spinco and MWC
shall be named as an additional insured to the full extent of the insurance
carried by the SMS Parties; provided that in substitution of such policy Sodexho
--------
may provide an unconditional, continuing guaranty in favor of each of Spinco and
MWC (in form and substance reasonably acceptable to Spinco and MWC) pursuant to
which Sodexho shall guaranty the indemnification obligations of the SMS Parties
under this Section 9.

10. Infringement Proceedings. Each of Spinco and MWC shall take
------------------------
those steps it deems necessary, in its reasonable judgment, to protect its
rights and interests in the Marriott Marks. Promptly upon receiving notice or
knowledge thereof, each SMS Party shall provide Spinco and MWC with written
notice of any unauthorized use or potentially infringing use by third parties of
any Marriott Mark or any confusingly similar trademarks, service marks, trade
names, terms or designs. Spinco and MWC shall each have the right, in its sole
discretion and at its sole cost and expense, to commence infringement, unfair
competition or other actions regarding any such use by third parties of any of
the Marriott Marks or confusingly similar marks. The SMS Parties, at Spinco's
and MWC's expense, shall cooperate with and assist Spinco and/or MWC in its
investigation and prosecution of any of the foregoing.

11. Assignment and Sublicense. The SMS Parties may not assign
-------------------------
their rights under this Agreement or sublicense their rights to use the Marriott
Marks licensed to them pursuant to Section 2 of this Agreement, in whole or in
part, to any third party. Any purported assignment or sublicense by the SMS
Parties not in compliance with the terms of this Agreement shall be null and
void. Subject to the foregoing, this Agreement shall be binding upon and inure
to the benefit of the parties and their successors and assigns. No third party
beneficiaries are intended by execution and delivery of this Agreement.

12. Other Licensees. During the term of the license granted
---------------
hereunder, neither Spinco nor MWC shall grant a license or other right to any
other party (other than a Subsidiary or Affiliate of Spinco; for the avoidance
of doubt, Host Marriott Services Corporation and its Subsidiaries are not
Affiliates of Spinco for this purpose) to use a Marriott Mark in any business
that competes with the MMS Business as such term is defined in the Non-
Competition

11
<PAGE>

Agreement; provided, however, that the foregoing shall not require Spinco to
-------- -------
amend, waive or take any other action with respect to that certain License
Agreement, dated as of December 29, 1995, between SMS and Host Marriott Services
Corporation, or that certain Assignment and License Agreement, dated as of
October 8, 1993, between SMS and Host Marriott Corporation (it being understood
that SMS's interest in each such agreement has been or will be assigned to
Spinco).

13. Term. The License to use the Marriott Marks will extend from
----
the Distribution Date until:

a. with respect to the permitted uses described in Section
2(a) of this Agreement, until the fourth anniversary of the Distribution Date,

b. with respect to the permitted uses described in Section
2(b) of this Agreement, with respect to each agreement listed on Schedule 2(b),
upon the earlier of the date such agreement (i) terminates or expires or (ii) is
amended to delete any right to use the Marriott Marks, and

c. with respect to the permitted use described in Section
2(c) of this Agreement, until the date nine months following the Distribution
Date.

14. Termination of License. (i) Spinco and MWC may terminate this
----------------------
Agreement prior to the expiration of the term as follows:

a. upon a Change of Control;

b. upon (i) filing of a voluntary bankruptcy petition by
SMS; (ii) filing of an involuntary bankruptcy petition against SMS which is not
vacated, stayed or dismissed within ninety (90) days after filing thereof and
results in the entry of an order for relief; (iii) assignment for the benefit of
creditors made by SMS; or (iv) appointment of a receiver for SMS;

c. if any SMS Party attempts to transfer or license any
rights to any Marriott Mark in violation of this Agreement; or

d. if any SMS Party breaches any term of this Agreement and
such breach is not cured within thirty (30) days following provision of written
notice of such breach by Spinco to SMS.

SMS hereby agrees to notify Spinco and MWC in writing immediately upon the
occurrence of an event constituting a Change of Control and any breach by any
SMS Party of this Agreement.

(ii) SMS may terminate this Agreement upon 180 days' prior
written notice to Spinco and MWC.

12
<PAGE>

15. Effect of Termination. For a period of 180 days after the earlier
---------------------
of the termination of this Agreement or the giving of notice of termination
under Section 14.(ii) (but in any event not beyond the expiration of the term
(set forth in Section 13)), the SMS Parties shall be entitled to continue to use
the Marriott Marks in accordance with the terms of this Agreement, but only for
the purpose of effecting an orderly transition to the use of new marks or names.
No use whatsoever is permitted after the expiration of the term (set forth in
Section 13). Upon the expiration of the earlier of the term (set forth in
Section 13) or of such 180 day period, as applicable, the SMS Parties shall:

a. immediately discontinue use of the Marriott Marks, and not use
any confusingly similar names, marks, terms or designs; take all steps necessary
to remove the Marriott Marks from the Corporate Names; and eliminate all uses of
the Marriott Marks, including destroying all unused materials bearing the
Marriott Marks such as stationary and forms, and changing all signage that bears
the Marriott Marks;

b. if Spinco or MWC (as applicable) requires, cooperate with Spinco
or MWC (as applicable) to apply to the appropriate authorities to cancel from
all governmental records the recording of this Agreement;

c. permit Spinco and MWC to inspect any of the SMS Parties'
premises to ensure compliance with this Section 15; and

d. upon request, provide Spinco and MWC with evidence that the SMS
Parties have changed their corporate names and their d/b/a names to eliminate
all uses of the Marriott Marks and otherwise complied with this Section 15.

Notwithstanding any termination of this Agreement and/or the License, the
provisions of Sections 6, 7(d), 9 and 15 of this Agreement shall remain in full
force and effect in perpetuity.

16. Remedies.
--------

a. The SMS Parties, and Spinco and MWC, acknowledge and agree that
money damages would be inadequate relief for any breach or threatened breach by
the other of its obligations hereunder, and that upon such breach, the non-
breaching party or parties, as the case may be, shall be entitled to injunctive
or other equitable relief for any breach or threatened breach thereof.

b. The SMS parties acknowledge that the failure by any SMS Party to
cease use of the Marriott Marks after termination of the License, the use by any
SMS Party of the Marriott Marks in any way that negatively impacts or disparages
such Marriott Marks, or the attempt by any SMS Party to assign its rights in
violation of this Agreement will result in immediate and irreparable damage to
Spinco and MWC. The SMS Parties acknowledge and admit that there is no adequate
remedy at law for such breaches of this Agreement, and the SMS Parties agree
that in the event of such breaches (individually or collectively), Spinco and
MWC

13
<PAGE>

shall be entitled to equitable relief by way of a preliminary injunction and
such other relief as any court with jurisdiction may deem just and proper.

17. Severability. The invalidity or partial invalidity or
------------
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provisions.

18. Choice of Law. This Agreement shall be construed under and enforced
-------------
in accordance with the internal laws of the State of Maryland without giving
effect to conflict of law principles.

19. Attorneys' Fees. If any party commences an action against another
---------------
party with respect to this Agreement, the prevailing party in such action shall
be entitled to an award of reasonable costs and expenses of litigation,
including reasonable attorneys' fees, to be paid by the non-prevailing party.

20. Entire Agreement. This Agreement (together with the Distribution
----------------
Agreement and the other Transaction Documents) constitutes the entire agreement
and understanding among the parties with respect to its subject matter and is
intended as a complete and exclusive statement of the terms of their agreement.
To the extent that this Agreement conflicts with any prior or contemporaneous
agreement or understanding related to the subject matter hereof, the terms of
this Agreement shall control.

21. Amendments. This Agreement may not be amended, supplemented or
----------
modified in any respect except by written agreement between the parties, duly
signed by their respective authorized representatives.

22. Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original, and all such
counterparts together shall constitute but one and the same instrument.

23. Consent to Jurisdiction. Any suit, action or proceeding under or in
-----------------------
connection with this Agreement shall be brought in any federal or state court of
competent jurisdiction located in the State of Maryland. By execution of this
Agreement, each party consents to the exclusive jurisdiction of such courts, and
waives any right to challenge the jurisdiction of such courts or the
appropriateness of venue in such courts. EACH PARTY HEREBY WAIVES ANY RIGHT TO
TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING UNDER OR IN
CONNECTION WITH THIS AGREEMENT.

24. Waiver. SMS may specifically waive any breach of this Agreement by
------
Spinco or MWC and Spinco and MWC may waive any breach of this Agreement by SMS;
provided, however, that no such waiver shall be deemed effective unless in
- -------- -------
writing, signed by the waiving party, and specifically designating the breach
waived. No waiver shall constitute a continuing waiver of similar or other
breaches.

14
<PAGE>

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

To SMS:

Sodexho Marriott Services, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
Attention: CEO
Telecopier: 301-380-7856

with a copy to:

Sodexho Marriott Services, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
Attention: General Counsel
Telecopier: 301/380-6727

To Spinco or MWC:

Marriott International, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
Attention: Chief Financial Officer
Telecopier: 301/380-5067

with a copy to:

Marriott International, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
Attention: Executive Vice President, Brand Management
Telecopier: 301/380-2237

15
<PAGE>

and with a copy to:

Marriott International, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
Attention: General Counsel
Telecopier: 301/380-6727

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

27. Headings. The descriptive headings of the several sections of this
--------
Agreement are for convenience only and do not constitute a part of the Agreement
or affect its meaning or interpretation.

28. Voluntary Execution. This Agreement is executed voluntarily and
-------------------
without any duress or undue influence on the parties or their officers,
employees, agents, or attorneys, and no party is relying on any inducement,
promises or representations made by any other party or any of its officers,
employees, agents or attorneys other than as set forth herein. The parties
hereto acknowledge that they have been represented in the negotiations for and
in the preparation of this Agreement by counsel, that they have had this
Agreement fully explained to them by such counsel, and that they are aware of
the contents of this Agreement and of its legal effect.

29. SMS Parties
-----------

a. The parties agree that the provisions of this Agreement shall
bind and apply to all SMS Parties to whom the License granted by this Agreement
applies.

b. SMS hereby covenants and agrees to cause each SMS Party to
execute, on the date hereof, and deliver to Spinco an additional signature page
in the form attached hereto as Exhibit 1 evidencing the agreement of such SMS
Party to become a party to, and be bound by, this Agreement including, the full
relinquishment of its rights to use the Marriott Marks in connection with the
Management Services Business set forth in Section 4 of this Agreement and the
limitation on its ability to use the Marriott Marks set forth in Section 2.

[The remainder of this page is left intentionally blank]

16
<PAGE>

IN WITNESS WHEREOF, a duly authorized representative of each party has
executed this Agreement as of the date first written above.

NEW MARRIOTT MI, INC.
(to be renamed "Marriott International, Inc.")

By: /s/ Raymond G. Murphy
-------------------------------------

Print: Raymond G. Murphy
----------------------------------

Title: Vice President & Treasurer
----------------------------------

MARRIOTT INTERNATIONAL, INC.
(to be renamed "Sodexho Marriott Services,
Inc.")

By: /s/ Lawrence E. Hyatt
-------------------------------------

Print: Lawrence E. Hyatt
----------------------------------

Title: Vice President
----------------------------------

MARRIOTT WORLDWIDE CORPORATION

By: /s/ Raymond G. Murphy
-------------------------------------

Print: Raymond G. Murphy
----------------------------------

Title: Treasurer
----------------------------------

17
<PAGE>

STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )

Before me, a Notary Public, in and for said County and State, on this
day personally appeared Lawrence E. Hyatt, the Vice President of Marriott
----------------- --------------
International, Inc., Raymond G. Murphy, the Vice President & Treasurer of New
----------------- --------------------------
Marriott MI, Inc., and Raymond G. Murphy, the Treasurer of Marriott Worldwide
----------------- ---------
Corporation each known to me as those persons whose names are subscribed to the
foregoing instrument.

Given under my hand and seal this 27th day of March, 1998

/s/ Elizabeth Poulos
--------------------
Notary Public

My Commission Expires: February 16, 2000
-----------------

ELIZABETH POULOS
Notary Public, State of New York
No. 4918734
Qualified in Suffolk County
Commission Expires February 16, 2000

18
<PAGE>

Exhibit 1
---------

Additional Signature Pages
--------------------------

By execution of the applicable signature block, the undersigned hereby
agrees to become a party to, and be bound by, that certain Trademark and Trade
Name License Agreement dated as of March 27, 1998 by and between Marriott
International, Inc, New Marriott MI, Inc. and Marriott Worldwide Corporation and
to comply in all respects with the terms and conditions thereof.

SODEXHO MARRIOTT OPERATIONS, INC.