HARVEY C. JEWETT
Attorney at Law
Post Office Box 1036
Aberdeen, SD 57402-1036
February 4, 2008

Dear Mr. Patel:

The members of the Super 8 Motels Advisory Board have received your January
20, 2008 e-mail and reviewed your Web site and various owners’ comments. There is no
question but that there is a material number of frustrated owners in the system at this time. The real "questions" are what should or could be done about it. Basic to the discussion is to understand exactly what the "Advisory Board" is and is not. Perhaps most central is your statement… "to require an accounting of all marketing monies and TripRewards® money as that is indeed the franchisees fund." (emphasis added). While you are correct that the marketing and TripRewards funds are for the benefit of the franchisees, they are not by contract or legally the "franchisees’ fund." It is absolutely clear that whether it would be your group or the Company established Franchise Advisory Board, they are advisory only and do not control or have authority over those funds. The rest of the discussion simply must proceed in that context.

Many of the Owners comments on the Web site are simply not correct and many are judgements that, we believe, few franchisees would support. This is not the place to go through all those but, for example, few franchisees would support continuing services for those who do not pay their contract obligations or providing reservation services for motels that consistently fail QA inspections. A poor motel means unhappy customers and that has an effect on us all.

Because, and perhaps only because, the current Franchise Advisory Board (FAB) is appointed, there does not exist an adversarial relationship between the FAB and the Company. The Company does disclose to the FAB in detail things like the expenses in the Advertising Fund that it is not obligated by contract or law to do. There is vigorous discussion at the FAB meetings about how best to expend advertising monies and I would hope you would agree that what is "good advertising" is something about which people can in good faith disagree. The FAB is entrusted with many of the Company’s future plans and options and the Company does so because of the level of trust that exists between the two parties. This allows the Company to bounce ideas at the FAB and know that those ideas, good or bad, will not be the subject of public e-mails the next day. The Company rarely goes forward with a plan or program about which the FAB objects. For example, the Super 8 Board was the very last of the brand boards to endorse the TripRewards program and it did so only after many meetings and discussions and only after very substantial changes were made in the TripRewards program.

The people on the FAB are all franchisees, both large and small, from diverse areas of the country and internationally. There is frequently disagreement between members of the Board. What they all have in common is that they are Super 8 Franchisees, as your group is, and their own personal interests are best served by the success of the Super 8 system. We may disagree with means to accomplish that goal, but both your group and the FAB must have that goal. For example, again, is the FAB endorsement of the TripRewards program. The old VIP Club was wonderful in its time, but was overtaken by loyalty clubs like Holiday’s Priority Club for many reasons, not the least of which was that "percentage of rate discount clubs", by their nature, rebounded to the benefit of employers of commercial travelers, and not individually to the traveler.

The FAB spent a great deal of time on TripRewards and we are well satisfied that the 5% charged is the standard charge for operations of its type, both in the motel industry and others. Those 5% monies are spent to run the TripRewards operation, pay out current benefits, and reserve for future benefit payouts. The failure of Holiday to adequately reserve for future benefit payments was a terrible problem for Holiday when its Priority Club was started.

The FAB does not work, to use your terms, in a "half-hearted" way or "rubber stamp" what is brought before it. We think we represent the owners in a serious, diligent and professional way. We can be partners or adversaries of Wyndham. We proceed not in an adversarial manner, but rather one of trust and professional criticism. The FAB frequently has substantial objections, criticisms, or suggestions for plans or programs and the Company’s practice, in most instances, has been to accept those suggestions and make changes. We are sure that the Company would be happy to listen to your professionally presented suggestions either individually or forwarded as a group. We were disappointed that you declined John Valletta’s invitation to attend a FAB meeting. We would hope you might change your mind if that invitation is extended again.

Wyndham is not a Company that does not listen. It does indeed listen but this is now almost a 35 year old brand and we just can not keep doing things in the "same old way" if we all are to thrive. There simply must be changes and upgrades to compete in our market. Super 8 has always been an "economy" rather than "hard budget" chain and amenities, for example, have changed dramatically in that market over time. The days of 10 channels on a 12 inch TV are over. The Company does much that we strongly support. It does a very few things that the members of the FAB are not comfortable with. However, there is no question that Wyndham is a highly professional company that operates in absolute good faith for the benefit of Super 8 and the other Wyndham brands. No one works harder for the benefit of the Super 8 system than John Valletta and his team. I know of no member of the Franchise Advisory Board that does not stand ready to listen to professionally presented complaints, ideas, or suggestions for changes that franchisees might have and bring those ideas up at FAB meetings or other appropriate places. They may not agree with those ideas but we all have to stand ready in an enterprise of this size and complexity to respect good faith and reasonable disagreement.

We need to search for a way to better the whole and not do so by issuing demands for resignations and questioning people’s good faith. You should know that the members of the Advisory Board have reviewed this letter and join in it.

Respectfully,
Harvey Jewett

Below you will find our response on February 18, 2008

TO: Mr. Harvey Jewett & The Super 8 FAB

Thank you for taking the time to respond to our initial letter to the FAB. We are still somewhat unclear of the position the FAB has in regards to the Owners 8 Association. Therefore, I would like some further clarity from the FAB and its ability to work with the O8A. Also, please find attached a copy of O8A's first letter to Mr. Valletta. We have addressed 4 of the key issues concerning the Super 8 Owners. It is our intent to discuss these issues with Mr. Valletta in an effort to create resolution to some of these issues that are effecting the franchisees. Our goals are to forward the Super 8 brand in a positive manner and create growth and prosperity for both the franchisees and franchisor.