AGREEMENT FOR RESERVATION SERVICES



         THIS AGREEMENT FOR 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



         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. Customer, directly or indirectly, owns, leases,

manages and/or franchises the Hotels. Upon the terms and conditions of this

Agreement, ShoLodge desires to provide, and Customer desires to purchase, the

reservation and related services referred to in this Agreement.



                                   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 for five years (5) after the Effective Date (the "Term"),

unless earlier terminated or extended in accordance with this Agreement.



         At least sixty (60) days prior to the expiration of the Term, Customer

shall notify ShoLodge either (i) of its election to renew this Agreement for a

period of two (2) years (the "Renewal Term"), or (ii) of its election to

terminate this Agreement. If Customer fails to provide such election, this

Agreement will extend automatically in two (2) month increments, unless ShoLodge

has served Customer with notice requesting such election, in which event

Customer will have thirty (30) days from the date of receipt of such notice to

make its election. In the event that Customer elects not to renew this

Agreement, ShoLodge agrees to continue providing reservation services under the

terms and conditions of this Agreement for a period not to exceed six (6) months

at Customer's request. If Customer elects to renew this Agreement, this

Agreement will renew on the same terms and conditions as contained herein,

including without limitation this option to renew.



         2.2      CONVERSION TO CRS. Customer agrees to convert substantially

all of Customer's Wellesley and AmeriSuites hotels to the CRS no later than

thirty (30) days after the Effective Date.





{PAGE}   2



                                  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

described in this Article III and the schedules referred to in this Article Ill,

as such Services may be changed mutually in writing by the parties from time to

time in accordance with this Agreement.



         3.2.     DATA PROCESSING SERVICES. ShoLodge shall provide to Customer,

in accordance with the Conversion Schedule, the data processing services

described below and in Schedule 3.2.



                  (a)      OPERATION AND MANAGEMENT OF THE CRS AND DATABASE.

ShoLodge will operate and manage the CRS in a manner consistent with that of

providers of similar reservation systems to first-class hotels and in accordance

with this Agreement. ShoLodge may enhance and modify the CRS and the other

Software at its discretion during the Term of this Agreement, provided that any

material change to the CRS and any change which is likely to result in

interruption of, or interference with, the provision of service to Customer

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