THIS AGREEMENT

 THIS  AGREEMENT  is made and entered into on this 23rd day of February,
1998,  by  and  between  HOSPITALITY  WORLDWIDE  SERVICES,   INC.,  a  New  York
corporation having an address at 450 Park Avenue, Suite 2603, New York, New York
10022  ("Hospitality"),  and  WATERMARK  INVESTMENTS  LIMITED,  LLC,  a Delaware
limited liability company having an address at 77 West Wacker Drive, Suite 4120,
Chicago, Illinois 60601 ("Watermark").

                              W I T N E S S E T H:

         WHEREAS,  Watermark  entered into an Agreement to Joint  Venture on May
12, 1997 (the "Joint Venture  Agreement"),  with APOLLO REAL ESTATE ADVISORS II,
L.P., a Delaware limited  partnership  having its principal place of business at
1301 Avenue of the Americas,  38th Floor,  New York, New York 10019  ("Apollo"),
and Hospitality to collectively identify, acquire, renovate,  refurbish, operate
and sell hotel  properties (the  "Business")  through  individual  joint venture
limited liability companies (each a "Project"); and

         WHEREAS,  pursuant  to  the  terms  of  the  Joint  Venture  Agreement,
Watermark receives a management fee of one and one-half percent (1 1/2 %) of all
costs  (other  than soft costs)  incurred  in  acquiring  and  rehabilitating  a
particular Project  ("Management Fee Interest") and a percentage equity interest
("Equity  Interest") in each Project contingent upon the internal rate of return
on Apollo's capital contribution for such Project; and

         WHEREAS,  Hospitality  is desirous  of  purchasing  all of  Watermark's
interest in the Joint Venture  Agreement,  including its Management Fee Interest
and Equity  Interest now existing  and any future  rights to receive  additional
Management  Fee Interest and Equity  Interest for new Projects and  Watermark is
desirous  of  selling  such  Management  Fee  Interest  and Equity  Interest  to
Hospitality.

         NOW, THEREFORE, in consideration of the mutual agreements, promises and
undertakings  hereinafter  set forth,  the receipt and  sufficiency of which are
hereby  acknowledged,   the  parties  hereto  agree  that  the  following  shall
constitute the agreement among the parties:

         1. Assets To Be Sold.  Hospitality  shall  purchase  and  acquire  from
Watermark,  and Watermark shall sell,  transfer and assign to  Hospitality,  the
following described property:

                  a. Management Fee Interest.  All of Watermark's  right,  title
and interest in and to the Management  Fee Interest  currently  outstanding  and
outlined on Schedule A and future Management Fee interests.

                  b.  Equity  Interest.  All of  Watermark's  right,  title  and
interest in and to the Equity  Interest  currently  outstanding  and outlined on
Schedule A and future  Management  Fee  Interests  in existing  Projects and any
Equity Interest that may arise in connection with the Joint Venture Agreement.

                  c. Other Management Fees. All of Watermark's  right, title and
interest  in and to fees  received in  connection  with its  management  related
services currently  outstanding and outlined on Schedule A and future Management
Fee interests.

         2. Purchase Price.  Hospitality shall pay to Watermark One Million Five
Hundred Thousand and no/100 Dollars  ($1,500,000.00) (the "Purchase Price") less
any amounts  advanced to or Watermark by  Hospitality  prior to the date of this
Agreement,  including One Hundred Fifty Thousand Dollars  ($150,000.00)  paid to
Watermark on February 9, 1998.

         3. Payment of Purchase Price.  Hospitality shall pay the full amount of
the Purchase Price to Watermark,  in periodic amounts,  at the time and equal to
the amounts  received by  Hospitality in respect of the Management Fee Interest,
the Equity Interest and other related

                                       -2-

management fees earned by Watermark with the outstanding balance of the Purchase
Price  becoming due and payable to  Hospitality on February 23, 2001 (the "Final
Payment  Date").  In the event the total of the  periodic  amounts  received  by
February 23, 2001, by Hospitality in respect of the Management Fee Interest, the
Equity  Interest and other related  management  fees earned by Watermark is less
than the  Purchase  Price,  then the  Purchase  Price  shall be adjusted to such
lesser total  amount  ("Adjusted  Purchase  Price")  and,  Hospitality  shall be
reimbursed the difference  between the Purchase Price and the Adjusted  Purchase
Price.

         4.  Representations And Warranties Of Watermark.  Watermark  represents
and warrants as of the date of this Agreement and at closing that:

                  a. Limited Liability Status.  Watermark is a limited liability
company, duly organized, validly existing and in good standing under the laws of
Delaware,  has an requisite  power and authority to consummate the  transactions
contemplated  by this  Agreement  and has by  proper  company  proceedings  duly
authorized  execution and delivery of this Agreement and the  consummation of an
transactions contemplated herein.

         5.   Representations   And  Warranties  Of   Hospitality.   Hospitality
represents and warrants as of the date of this Agreement and at closing that:

                  a.  Corporate  Status.   Hospitality  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
New York, has an requisite  power and authority to consummate  the  transactions
contemplated by this Agreement,  and has by proper  corporate  proceedings  duly
authorized the execution and delivery of this Agreement in the  consummation  of
all transactions contemplated herein.

                                       -3-

                  b. Compliance. The execution, delivery and performance of this
Agreement  will not result in any  violation of, or be in conflict with any term
or provision of any charter, code, bylaw,  judgment,  decree,  statute,  ruling,
regulation or instrument applicable to Hospitality, and there is no such term or
provision which materially  adversely effects, or in the future may, to the best
of its belief, materially adversely effect its business, prospects or condition,
financial or otherwise, or any of its properties or assets.

         6. Survival Of Representations and Warranties.  All representations and
warranties  contained  herein,  or made in another  writing,  by the  parties in
connection with the transactions  contemplated hereby, shall be true and correct
at the closing.

         7. Closing  Date.  The closing of the sale shall take place on February
23, 1998, or any other date that the parties mutually agree upon. The closing of
the sale shall take place on the closing date at Hospitality's offices, 450 Park
Avenue,  Suite  2603,  New York,  New York  10022,  or any other  place that the
parties mutually agree upon.

         8. Governing Law. This Agreement  shall be governed by and construed in
accordance with the laws of the State of New York.

         9. Notices.  All notices,  requests,  consents and other communications
hereunder shall be in writing, and delivered or mailed by certified mail:

                  a. If to  Watermark,  at its offices at 77 West Wacker  Drive,
Suite 4120,  Chicago,  Illinois  60601,  or at any other  address  furnished  to
Hospitality by Watermark in writing; or

                  b. If to Hospitality, at its offices at 450 Park Avenue, Suite
2603, New York, New York 10022,  or at any other address  furnished to Watermark
by Hospitality in writing.

                                       -4-

         10. Binding  Effect.  This Agreement shall be binding upon and inure to
the benefits of the parties hereto and their respective successors and assigns.

         11.  Headings.  Headings  in  this  Agreement  are  for  reference  and
convenience only and shall not be used to interpret or construe its provisions.

         12.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

         13. Time of Essence. Time is of the essence of this Agreement.

         14. Entire Agreement; Modification. This Agreement supersedes all prior
agreements and constitutes the entire agreement  between the parties hereto with
respect to the subject matter hereof.  It may not be amended or modified  except
by instrument executed by the parties.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
in their respective  corporate names by their  respective  principals on the day
and year first written above.

                                   HOSPITALITY WORLDWIDE SERVICES, INC.,
                                   a New York corporation

                                   By:   /s/ Howard G. Anders
                                      -------------------------------------
                                         Its: Executive Vice President

                                   WATERMARK INVESTMENTS LIMITED, LLC.,
                                   a Delaware limited liability company

                                   By:   /s/ Laurence M. Friedberg
                                      -------------------------------------
                                         Its: Treasurer

                                       -5-

                  TERMINATION  AGREEMENT (the "Agreement"),  dated September 30,
                  1999, between Hospitality Worldwide Services, Inc., a New York
                  corporation ("HWS"), and Watermark Investments Limited, LLC, a
                  Delaware limited liability company ("Watermark").
                  --------------------------------------------------------------

                  HWS  purchased  all of  Watermark's  interest in that  certain
Agreement to Joint Venture (the "Apollo Agreement"),  dated May 12, 1997, by and
among  Watermark,  HWS and Apollo  Real Estate  Advisors  II,  L.P.,  a Delaware
limited  partnership,  including  the  Management  Fee  Interest  and the Equity
Interest (each as defined in the Apollo Agreement); and

                  HWS and Watermark have  determined  that it is in their mutual
interests to terminate their relationship and all agreements  including,  to the
extent valid, the Agreement,  dated February 23, 1998 between HWS and Watermark,
upon the terms and subject to the conditions set forth in this Agreement.

                  NOW,  THEREFORE,  in  consideration of the premises and mutual
agreements herein contained,  and for other good and valuable  consideration the
receipt and  sufficiency of which are hereby  acknowledged,  the parties hereto,
intending to be legally bound, hereby agree as follows:

                  1.  Termination   Payment.  At  the  Closing  (as  hereinafter
defined),  Watermark  shall  pay  to HWS  the  sum of  $885,000  in  immediately
available  funds by wire  transfer to an account of HWS  specified in writing by
HWS (the "Termination Payment").

                  2. Closing.  The closing of the  transactions  contemplated by
this  Agreement  shall  occur  immediately  after  the 1999  Annual  Meeting  of
Shareholders of HWS (the "Annual Meeting") or such other date and time as may be
mutually agreed upon by the parties hereto (the "Closing").

                  3.  Conditions to  Watermark's  Obligation.  The obligation of
Watermark  to make the  Termination  Payment  at the  Closing  is subject to the
satisfaction or waiver by Watermark of the following conditions:

                           (a)  Press  Release.  HWS shall  have  issued a press
release substantially in the form of Exhibit A attached hereto.

                           (b) Hospitality Restoration and Builders. HWS, within
30 days of the date hereof,  shall have  offered to sell  certain  assets of its
wholly-owned subsidiary,  Hospitality Restoration and Builders, Inc., a New York
corporation,  to Alan Friedberg and Guillermo Montero pursuant to a Purchase and
Sale Agreement with terms and conditions determined by the Board of Directors of
HWS, in its sole discretion.

                           (c)  Repricing of Derivative  Securities.  The Board,
prior to the  mailing  of its proxy  statement  to  shareholders  for the Annual
Meeting, shall have voted on whether to reprice all existing options to purchase
shares of HWS' Common Stock, $.01 par value per share.

                                       -6-

                           (d)  Website.  HWS shall have  launched  its website,
using the URL address www.hotelworks.com or another similar URL address no later
than November 15, 1999.

                  4.   Representations   and   Warranties  of  HWS.  HWS  hereby
represents, warrants and agrees, as of the date of this Agreement as follows:

                           (a) it has full legal right,  power and  authority to
execute,  deliver and perform this  Agreement and  consummate  the  transactions
contemplated hereby;

                           (b)  it  has  obtained  all  necessary  consents  and
approvals to enter into this Agreement and perform the transactions contemplated
hereby; and

                           (c) upon the execution and delivery of this Agreement
by Watermark, this Agreement constitutes the valid, legal and binding obligation
of HWS enforceable against HWS in accordance with its terms.

                  5. Representations and Warranties Watermark.  Watermark hereby
represents,  warrants and agrees, as of the date of this Agreement and as of the
Closing, as follows:

                           (a) it has full legal right,  power and  authority to
execute,  deliver and perform this  Agreement and  consummate  the  transactions
contemplated hereby;

                           (b)  it  has  obtained  all  necessary  consents  and
approvals to enter into this Agreement and perform the transactions contemplated
hereby; and

                           (c) Upon the execution and delivery of this Agreement
by HWS, this Agreement shall constitute the valid, legal and binding obligations
of Watermark, enforceable against Watermark in accordance with its terms.

                  6.  Release  by  HWS  of   Watermark.   Upon  receipt  of  the
Termination Payment by HWS (if this Agreement has not previously been terminated
pursuant to Section 8). HWS on behalf of itself and its  affiliates,  successors
and assigns (the "HWS Releasors"),  hereby release and discharge Watermark,  its
subsidiaries and affiliates,  and its directors,  officers,  employees,  agents,
consultants  and  their  successors  and  assigns   (together,   the  "Watermark
Releasees")  from all actions,  causes of action,  suits,  debts,  dues, sums of
money, accounts, reckonings, bonds, bills, specialities,  covenants,  contracts,
controversies,  agreements, promises, variances, trespasses, damages, judgments,
executions,  claims,  and demands  whatsoever,  in low or equity,  which against
Watermark  Releasees,  the HWS  Releasors  ever had, now have or hereafter  can,
shall or may have relating to the  acquisition  of  Watermark's  interest in the
Apollo Agreement from the beginning of the world to the date of this Agreement.

                  7.  Release  by   Watermark  of  HWS.   Upon  receipt  of  the
Termination Payment by HWS (if this Agreement has not previously been terminated
pursuant to Section 8), Watermark

                                       -8-

on behalf of itself and its  affiliates,  successors and assigns (the "Watermark
Releasors"),   hereby   re;leases  and  discharges  HWS,  its  subsidiaries  and
affiliates, and its directors,  officers, employees, agents, consultants and its
successors and assigns  (together the "HWS Releasees") from all actions,  causes
of action,  suits,  debts,  dues, sums of money,  accounts,  reckonings,  bonds,
bills, specialties, covenants, contracts,  controversies,  agreements, promises,
variances,  trespasses,  damages,  judgments,  executions,  claims,  and demands
whatsoever,  in law or equity,  which against the HWS  Releasees,  the Watermark
Releasors ever had, now have or hereafter can, shall or may have relating to the
acquisition of Watermark's  interest in the Apollo  Agreement from the beginning
of the world to the date of this Agreement.

                  8. Termination Right. Any time two business days following the
Annual  Meeting  and prior to receipt  of the  Termination  Payment by HWS,  HWS
shall,  at its option,  have the right to terminate  this  Agreement.  Upon such
termination,  this  Agreement  shall be of no further force or effect except for
Section 11, which shall survive the termination.

                  9.  Unconditional  Guarantee.  Robert  Berman  personally  and
unconditionally guarantees the obligations of Watermark under this Agreement.

                  10.  Independent  Directors and Chief Executive  Officer.  The
nominee for the board seat being vacated by Scott Kaniewski,  when filled, shall
be a person who is not (i)  currently a partner in any business with any present
member  of the  Company's  Board  of  Directors  (each a "Board  Member"),  (ii)
currently employed by the same business as any Board Member, or (iii) related to
any Board Member.  HWS shall use reasonable efforts to locate such a nominee who
has experience with e-commerce. The nominee for the board seat currently held by
Robert  Berman and the person hired to serve as the Chief  Executive  Officer of
the Company in place of interim Chief Executive Officer Douglas Parker, shall be
a person  who is not (i)  currently  a partner  in any  business  with any Board
Member,  (ii)  currently  employed by the same business as any Board Member,  or
(iii) related to any Board Member.

                  11.  No  Admission.  In  the  event  that  this  Agreement  is
terminated pursuant to Section 8, nothing in this Agreement shall be interpreted
to  constitute  a  waiver  by HWS of any  claims  against  any  party  that  the
acquisition  of  Watermark's  interest in the Apollo  Agreement  was a breach of
fiduciary duty, ultra vires and a violation of law, and HWS explicitly  reserves
its right to seek  recission of that  transaction  as well as any other legal or
equitable remedies.

                  12.  Expenses.  Each  party to this  Agreement  agrees to bear
their own expenses  relating to the  negotiation,  preparation  and execution of
this  Agreement.  In the event of any  litigation  between  the  parties  hereto
seeking  damages  as a  result  of an  alleged  breach  of this  Agreement,  the
prevailing  party,  as determined by final,  non-appealable  order of a court of
competent  jurisdiction,  shall be entitled to recover its reasonable legal fees
and expenses incurred in connection with such litigation.

                                       -9-

                  13. Severability.  If any provision of this Agreement shall be
held invalid or unenforceable,  such invalidity or unenforceability shall attach
only  to  such  provision  and  shall  not  in  any  manner  render  invalid  or
unenforceable any other provisions of this Agreement.

                  14. Consent to Jurisdiction. Each of the parties hereto hereby
irrevocably  submits  to the  exclusive  jurisdiction  of the State and  Federal
courts  located in New York County,  New York, for the purposes of any action or
proceeding  (each a "Claim")  arising out of or relating to this  Agreement  and
hereby waives, and agrees not to assert in any such action or proceeding that it
is not personally  subject to the jurisdiction of the Court,  that such Claim is
brought  in an  inconvenient  forum or that the  venue  is  proper.  Each of the
parties  hereto  consents to process being served in any such Claim by mailing a
copy thereof by certified mail, return receipt requested (with a copy to be sent
by facsimile,  which shall not constitute  service) to the address in effect for
notices to it under this  Agreement and agrees that such service upon receipt of
such Claim  (other than by  facsimile)  shall  constituted  good and  sufficient
service of process and notice thereof. Nothing in this paragraph shall affect or
limit any right to serve legal process in any other manner permitted by law.

                  15. Governing Law. This Agreement and the rights and duties of
the parties  hereto shall be governed by and  construed in  accordance  with the
internal  laws of the  State  of New  York,  without  regard  to  principles  of
conflicts of law.

                  16.  Amendments  and Waivers to be in Writing.  This Agreement
may not be  amended,  modified  or  changed,  and none of the terms,  covenants,
representations,  warranties  or  conditions  hereof may be waived,  except by a
written instrument signed by the party against whom enforcement of any change or
modification  is  sought,  or in the  case of a  waiver,  by the  party  waiving
compliance.  The failure of any party at any time to require  performance of any
provision  hereof shall in no manner affect the right at a later time to enforce
same.

                  17.  Notices.  Any notice or other  communication  required or
permitted to be given  hereunder  shall be in writing and shall be effective (a)
when personally  delivered on a business day during normal business hours at the
address or number designated below or (b) on the business day following the date
of mailing by overnight  courier,  fully  prepaid,  addressed  to such  address,
whichever shall first occur. The addresses for such communications shall be:

                           If to Watermark:

                           926 Fifth Avenue
                           New York, 10021
                           Attn: Mr. Robert Berman

                           With a copy to:

                           Winthrop, Stimson, Putnam & Roberts
                           One Battery Park Plaza

                                      -10-

                           New York, New York 10004
                           Attn: Andrew Bernstein, Esq.

                           If to HWS:

                           Hospitality Worldwide Services, Inc.
                           450 Park Avenue
                           New York, New York 10022
                           Attn: Mr. Douglas Parker

                           With a copy to:

                           Covington & Burling
                           1330 Avenue of the Americas
                           New York, New York 10019
                           Attn: David W. Haller, Esq.

                  Any party  hereto may from time to time change its address for
notices  under this Section 15 by giving  notice of such changed  address to the
other parties hereto.

                  18. Headings. The headings herein are for convenience only, do
not  constitutes a part of this  Agreement,  and shall not be deemed to limit or
affect any of the provisions hereof.

                  19.  Successors and Assigns.  This Agreement  shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and assigns.

                  20. Counterparts; Facsimile. This Agreement may be executed in
as many  counterparts  as may be  deemed  necessary  or  convenient,  and by the
different  parties  hereto on  separate  counterparts,  each of  which,  when so
executed,  shall be deemed an original, but all of which such counterparts shall
constitute  but  one  and  the  same  agreement.  Facsimile  signatures  to this
Agreement shall be deemed genuine and original.

                  21.   Assignment.   Neither  this  Agreement  nor  any  rights
hereunder  may be assigned by any party to this  Agreement  in whole or in part,
without the prior written consent of all the other parties.

                  22. Entire  Agreement.  This Agreement  constitutes the entire
understandings  of the parties  hereto and  supersedes  all prior  agreements or
understandings with respect to the subject matter contained herein.

                                      -11-

                  IN  WITNESS  WHEREOF,   the  undersigned  have  executed  this
Agreement first written above.

                                        HOSPITALITY WORLDWIDE SERVICES, INC.

                                        By:  /s/ Douglas Parker
                                           ------------------------------------
                                             Name: Douglas Parker
                                             Title: President

                                        WATERMARK INVESTMENTS LIMITED, LLC

                                        By:  /s/ Robert Berman
                                           ------------------------------------
                                             Name: Robert Berman
                                             Title: Managing Director

                                        /s/ Robert Berman
                                        ---------------------------------------
                                        Robert Berman

                                      -12- 

Basic Info X:

Name: THIS AGREEMENT
Type: this Agreement
Date: Nov. 19, 1999
Company: HOTELWORKS COM INC
State: New York

Other info:

Date:

  • 23rd day of February , 1998
  • February 9 , 1998
  • February 23 , 2001
  • September 30 , 1999
  • May 12 , 1997
  • February 23 , 1998
  • November 15 , 1999

Organization:

  • Equity Interest to Hospitality
  • Joint Venture Agreement
  • Other Management Fees
  • the Purchase Price
  • Warranties Of Hospitality
  • State of New York
  • Time of Essence
  • Watermark Investments Limited
  • Watermark 's Obligation
  • Builders , Inc.
  • Board of Directors of HWS
  • Repricing of Derivative Securities
  • Warranties of HWS
  • HWS of Watermark
  • Watermark of HWS
  • Company 's Board of Directors
  • Putnam & Roberts
  • Hospitality Worldwide Services , Inc.
  • Covington & Burling

Location:

  • Hospitality
  • Chicago
  • Illinois
  • L.P.
  • Delaware
  • Watermark
  • New York County
  • Winthrop
  • Stimson
  • Park Avenue New York
  • Americas New York
  • Esq

Money:

  • $ 1,500,000.00
  • $ 150,000.00
  • $ 885,000
  • $ .01

Person:

  • Howard G. Anders
  • Laurence M. Friedberg
  • Watermark
  • Alan Friedberg
  • Guillermo Montero
  • Scott Kaniewski
  • Andrew Bernstein
  • David W. Haller
  • Douglas Parker
  • Robert Berman

Percent:

  • one-half percent
  • 12 %