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(or such lesser period hereinafter provided for) following the date hereof (the

"Restricted Period"), he shall not, without the prior express written consent

of the Acquiror:

(i) except with respect to the Permitted Hotels

(as defined below), call upon, solicit, divert, take away or attempt

to call upon, solicit, divert or take away any existing or potential

customers, suppliers or accounts of the Acquiror Companies, the

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Target Company or the Related Entities or their respective businesses

in connection with any business substantially similar to the Business;

(ii) hire or attempt to hire, for himself or on

behalf of any other person, any present or future employee of the

Acquiror Companies, the Target Company or any Related Entity; or

(iii) own, lease, maintain, operate, franchise,

license, manage, invest in or provide financing for, or give any

advice to any person, firm, partnership, association, venture,

corporation or other entity owning an interest in or engaging,

directly or indirectly, in the management or operation of, (A) any

Hilton Garden, Courtyard by Marriott or Doubletree Club hotel wherever

located or (B) any other Upscale Hotel (as defined below) or Extended

Stay Hotel (as defined below) located in the United States, Canada,

Mexico or the Caribbean within a ten (10)-mile radius of any hotel now

or hereafter operated under the "Wyndham," "ClubHouse," or "Homegate"

brand, except for any such activity conducted for or on behalf of, or

in conjunction with, any of the Acquiror Companies or, in the case of

clause (B), Permitted Hotels (as defined below); provided, that if a

hotel operated under the "Wyndham," "ClubHouse," or "Homegate" brand

is announced for a location that is within a ten (10)-mile radius of

any hotel that prior to the date of such announcement was in operation

and is owned, managed or operated by any such entity in which Samples

has also prior to such date commenced involvement of a type that would

otherwise be restricted by clause (B), then this clause (iii) shall

not require Samples to cease such involvement; or

(iv) enter into any contract or make any

commitment to take any action that is restricted by clauses (i), (ii)

or (iii) above.

(d) As used in the foregoing provisions, (i) the term

"Upscale Hotel" shall mean any hotel or other lodging facility that is a full

service hotel or facility of a type that is treated or classified as an

"upscale hotel" or as part of the "upscale segment" of the lodging industry by

Smith Travel Research or, if such a classification is not available from Smith

Travel Research, by a similar reputable hotel industry service; (ii) the term

"Extended Stay Hotel" shall mean any hotel or other lodging facility that

derives the majority of its business from guests who stay three consecutive

nights or longer or that is of a type that is treated or classified as an

"extended stay hotel" or as part of the "extended stay segment" of the lodging

industry by Smith Travel Research or, if such a classification is not available

from Smith Travel Research, by a similar reputable hotel industry service and

(iii) "Permitted Hotels" shall mean, collectively, (A) the hotel in Wichita,

Kansas operated as of the date hereof as the Wichita Airport Hilton and (B) the

hotel in Peoria, Illinois operated as of the date hereof as the Pere Marquette,

(C) any upscale all-suites hotel located or to be located adjacent to the

Sprint campus in Overland Park, Kansas, (D) the Holiday Inn in Topeka, Kansas,

so long as managed under a management contract by

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Samples or any entity controlled by Samples; (E) if so provided by Section 2(e)

below, any three (3) other hotels that, at the time that Samples owns, leases,

operates, franchises, licenses, manages, invests in or gives advice in respect

of such hotels, have been open and in operation for at least one (1) years,

provided that this clause (E) and the similar provision of the Non-Competition

and Non-Disclosure Agreement of David H. Aull of even date herewith shall

collectively not authorize more than a total of three hotels; (F) the Broadway

Plaza Suites in Kansas City, Missouri and (G) any Extended Stay Hotel at a

specified site if (x) Samples has offered in writing to Acquiror or its

designee to develop for Acquiror or such designee an Extended Stay Hotel at

such site as a Homegate brand (or other extended stay brand maintained by

Acquiror, Target Company or their respective affiliates) Extended Stay Hotel in

accordance with the procedure set forth below and (y) Acquiror or its designee

has either advised Samples that it does not wish to have an Extended Stay Hotel

developed at such site as a Homegate (or other extended stay brand maintained

by Acquiror, Target Company or their respective affiliates) or failed to

respond within the time period set forth below.

In the case of clause (G)

above, Samples' offer shall include a reasonably detailed proposal for the

development of the site as an Extended Stay Hotel.

Acquiror or its designee

shall be given at least thirty (30) days to evaluate such offer and respond to

Samples.

If Acquiror or its designee fails to respond within such thirty (30)

day period or advises Samples that it does not wish to have an Extended Stay

Hotel developed at such site as a Homegate (or other extended stay brand

maintained by Acquiror, Target Company or their respective affiliates), Samples

may develop an Extended Stay Hotel on such site with another party if

construction of such Extended Stay Hotel is commenced within 180 days