INTERIM AGREEMENT FOR RESERVATION SERVICES



         THIS INTERIM AGREEMENT FOR RESERVATION SERVICES, dated as of July 9,

2000 (the "Agreement"), is between SHOLODGE, INC., a Tennessee corporation

("ShoLodge"), and PRIME HOSPITALITY CORP., a Delaware corporation ("Customer").



                                    RECITALS



         WHEREAS, ShoLodge operates and manages a Central Reservation System

("CRS") in connection with the provision of reservation and related services in

the hospitality and travel industry (the "Services");



         WHEREAS, Customer pursuant to that certain Sale and Purchase Agreement

dated March 16, 2000, as amended July 9, 2000 between the parties hereto (the

"Sale Agreement") is purchasing from ShoLodge or its affiliates the hotels set

forth on Schedule A (the "Hotels");



         WHEREAS, Customer and ShoLodge have entered into a Agreement for

Reservation Services dated July 9, 2000 (the "Reservation Agreement");



         Whereas ShoLodge currently provides reservation services to the Hotels

through its CRS;



         Whereas as a condition of the sale of the Hotels to Customer ShoLodge

has agreed to continue to provide central reservation services to the Hotels

through the CRS;



                                   ARTICLE I.

                                   DEFINITIONS



         1.1.     DEFINITIONS. Unless otherwise stated, the terms used in this

Agreement have the usual and customary meanings associated with their use, and

shall be interpreted in the context of this Agreement. Certain capitalized terms

which are used in this Agreement shall have the meanings given in Schedule 1.1.



                                   ARTICLE II.

                                      TERM



         2.1.     TERM. The term of this Agreement will begin on the date hereof

and shall extend until Customer has removed all the Hotels from the CRS (the

"Term"), but the Term shall terminate on the earlier of (i) the date upon which

Customer removes its Hotels from the CRS or (ii) the date that the Reservation

Agreement as called for by Article VIII of the Sale Agreement has become

effective, or (iii) four hundred forty-five (445) days, together with any

extensions agreed to by the parties, from the date hereof if the Effective Date

(as defined in the Reservation Agreement), as extended, does not occur.





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                                  ARTICLE III.

                 SCOPE OF SHOLODGE SERVICES AND RESPONSIBILITIES



         3.1.     GENERAL. During the Term of this Agreement, ShoLodge will

provide to Customer, and Customer will purchase from ShoLodge, the Services in a

manner and at a level consistent with the Services currently provided to the

Hotels, as such Services may be changed mutually in writing by the parties from

time to time in accordance with this Agreement. Such Services shall be provided

utilizing the equipment and facilities currently in place at, or servicing, the

Hotels.



         3.2.     REPORTS. ShoLodge shall provide to Customer, within five (5)

business days after the end of each calendar month during the Term the reports

described on Schedule 3.2.



                                   ARTICLE IV.

                                 CUSTOMER RIGHTS



         4.1.     NOTICE OF REMOVAL OF "SUMNER SUITES." Customer shall have the

right, but not the obligation, to remove such Hotels from the CRS, without

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