This CONSULTING AGREEMENT (the "Agreement") is made and entered into as of October 15, 1997, by
and between Choice Hotels International, Inc., a Delaware corporation to be renamed "Sunburst Hospitality
Corporation" ("Choice") and Choice Hotels Franchising, Inc., a Delaware corporation to be renamed Choice
Hotels International, Inc. ("Franchising").
WHEREAS, Franchising is currently a wholly owned subsidiary of Choice;
WHEREAS, Choice has determined to separate its hotel franchising business from its hotel acquisition,
development and ownership business pursuant to a special dividend consisting of the distribution (the
"Distribution") to Choice stockholders of all outstanding shares of Franchising common stock;
WHEREAS, in order to implement the Distribution, Choice and Franchising have entered into a Distribution
Agreement dated as of October 15, 1997 (the "Distribution Agreement"); and
WHEREAS, in connection with the Distribution, Choice and Franchising have agreed that Choice will provide to
Franchising certain consulting and advisory services, as described more fully herein;
NOW THEREFORE, in consideration of the mutual covenants contained herein, and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Consulting Services.
1.1. Services to be Rendered. Upon the request of Franchising, Choice shall provide various consulting and
advisory services to Franchising related to financial issues affecting Franchising, including, without limitation,
transitional issues related to the appointment by Franchising of a Chief Financial Officer.
1.2. Timing. Any services provided by Choice hereunder shall be rendered as promptly as possible taking into
account the particular circumstances of each request and the time reasonably necessary to provide a report or
evaluation. Franchising shall provide all pertinent information relating to each assignment as reasonably requeste