Assistance Agreement (2001)Full Document 

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                              ASSISTANCE AGREEMENT

     This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of
March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized
under the laws of the Republic of France ("Sodexho"), and MARRIOTT
INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott
Services, Inc." ("SMS").

                              W I T N E S S E T H:

     WHEREAS, Sodexho has significant experience and knowledge in the
administration, trading, organization, control, management and financing of the
food service and facilities management business;

     WHEREAS, SMS is in the food service and facilities management business and
wishes to benefit from the knowledge and experience of Sodexho; and

     WHEREAS, Sodexho agrees to provide assistance to SMS under the terms and
conditions described below.

     THEREFORE, the parties hereto agree as follows:

     1. Scope of Assistance

     Sodexho agrees to provide SMS, on the terms and conditions described below,
with assistance and consultation in the following fields:

     o    purchasing activities
     o    catering and site support services
     o    marketing
     o    management and administration
     o    legal and fiscal matters
     o    human relations
     o    communications
     o    cash management

Among other things, Sodexho will provide SMS with periodic reports on
developments in the above-listed fields, in accordance with Sodexho's customary
business practices.

     Each party agrees that the assistance to be provided by Sodexho hereunder
shall cover SMS and any present or future controlled subsidiaries of SMS.

     2. Description of the Services

     For the term of this Agreement, Sodexho shall assist SMS and its present
and future controlled subsidiaries by providing the following consulting and
advisory services:

     2.1. Purchasing activities:

          --   Negotiation of supply contracts with SMS's suppliers
          --   Discounts and other benefits from Sodexho's group-wide purchasing

     2.2. Catering and site support activities:

          --   Service methodology
          --   Product information
          --   New product development
          --   Inventory management

     2.3. Marketing:

          --   Information on trends, market distribution and competition
          --   Recommendations regarding sales training and techniques,
               including, if necessary, visits to SMS's sales staff and contacts
               with SMS's customers
          --   Assistance with fairs and exhibitions
          --   Programs and documentation for use by sales staff
          --   Referrals to SMS of customers that have relationships with
               Sodexho outside of the United States

     2.4. Management and administration:

          --   General and analytical accounting systems
          --   Management information and control systems
          --   Reporting packages
          --   Budget systems
          --   Budgetary controls
          --   Strategic matters, including product diversification and mergers
               and acquisitions

     2.5. Legal and fiscal matters:


          --   Advice on legal and fiscal matters, including preparation and
               negotiation of contracts with customers and suppliers
          --   Advice on insurance matters

     2.6. Human relations:

          --   Organizational development
          --   Development of premium programs, bonuses and other forms of
               incentive compensation for employees
          --   Development of career programs for SMS's executives

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