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                        AMERICAN ARBITRATION ASSOCIATION

                               NEW YORK, NEW YORK



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HOSPITALITY WORLDWIDE SERVICES, INC.

                  Claimant,

            - against -                                     No. 13 180 00289 99

PRIME HOSPITALITY CORP.,

                  Respondent.

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                  STIPULATION OF SETTLEMENT AND MUTUAL RELEASE

         WHEREAS, Hospitality Worldwide Services, Inc. ("HWS") has commenced
and continued this action (the "Arbitration") against Prime Hospitality Corp.
("Prime"); and

         WHEREAS, Prime has filed its answer to the claims of HWS and asserted
a counterclaim in the Arbitration; and

         WHEREAS, the parties hereto have agreed to compromise and settle all
disputes, claims and causes of action between them to avoid further expense,
inconvenience and burden, and to put to rest all disputes between them,
including all claims which have been, could have been or could be asserted in
this action or elsewhere; and

         IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned
counsel for the parties, as follows:

         1.       Prime will pay HWS a total sum of $300,000 within 5 business
days of Prime's receipt of an executed copy of this Stipulation from HWS.


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         2.      MUTUAL RELEASE OF CLAIMS. In exchange for the promises made
herein and other good and valuable consideration:

                  (a)   HWS and its present and former officers, agents,
                        directors, employees, partners, principals,
                        subsidiaries, affiliates, successors and assigns,
                        including, but not limited to, any person or entity
                        acting for on or behalf of, or claiming under, any of
                        the foregoing, and their heirs and representatives
                        (hereinafter "the HWS Releasors"), hereby remise,
                        release and forever discharge Prime and its present and
                        former officers, agents, directors, employees,
                        shareholders, partners, principals, subsidiaries,
                        affiliates, successors and assigns, and any person or
                        entity acting for or on behalf of, or claiming under,
                        any of the foregoing, and their respective heirs and
                        representatives from and against, and waive and
                        relinquish, all causes and rights of action, suits,
                        losses, debts, sums of money, accounts, contracts,
                        controversies, agreements, promises, awards, damages,
                        judgments, claims, liens, liabilities, obligations, and
                        demands whatsoever, whether asserted, unasserted or
                        threatened, whether hidden or concealed, whether
                        conditional or absolute, whether personal,
                        representative or derivative, whether known or unknown,
                        whether suspected or unsuspected, and whether now or
                        previously or hereafter recognized in law or in equity
                        or in contract on in tort, whether liquidated or
                        unliquidated, which the HWS Releasors had or may have
                        against Prime arising out of any act, event, matter,
                        omission, representation, or transaction involving or
                        related to the Arbitration; and


                  (b)   Prime and its present and former officers, agents,
                        directors, employees, shareholders, partners,
                        principals, subsidiaries, affiliates, successors and
                        assigns, and any person or entity acting for or on
                        behalf of, or claiming under, any of the foregoing, and
                        their heirs and representatives (hereinafter "the Prime
                        Releasors"), hereby remise, release and forever
                        discharge HWS and its present and former officers,
                        agents, directors, employees, shareholders, partners,
                        principals, subsidiaries, affiliates, successors and
                        assigns, including, but not limited to, any person or
                        entity acting for or on behalf of, or claiming under,
                        any of the foregoing, and their respective heirs and
                        representatives from and against, and waive and
                        relinquish, all causes and rights of action, suits,
                        losses, debts, sums of money, accounts, contracts,
                        controversies, agreements, promises, awards, damages
                        judgments, claims, liens, liabilities, obligations, and
                        demands whatsoever, whether asserted, unasserted or
                        threatened, whether hidden or concealed, whether
                        conditional or absolute, whether personal,


                                      -2-

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                        representative or derivative, whether known or unknown,
                        whether suspected or unsuspected, and whether now or
                        previously or hereafter recognized in law or in equity
                        or in contract or in tort, whether liquidated or
                        unliquidated, which the Prime Releasors had or may have
                        against HWS arising out of any act, event, matter,
                        omission, representation or transaction involving or
                        related to the Arbitration.

            3.          Each of the parties represents and warrants (a) that it
               has full authority to execute this Stipulation and to perform
               all of its obligations set forth herein: (b) that the
               performance of such obligations shall not conflict with any
               other agreement to which it is a party or by which it is bound;
               and (c) that it intends this Stipulation to be legal, valid and
               binding upon it.

            4.          The parties executing this Stipulation, individually or
               in a representative capacity, acknowledge that they have read
               this Stipulation, that they understand the Stipulation, that
               they have been fully advised by counsel and that they intend to
               be bound, either individually or in their representative
               capacity, to the terms and conditions of this Stipulation.

            5.          The parties agree that this Stipulation contains the
               full, complete and entire understanding and agreement between
               them with respect to the matters referred to herein, and
               supersedes and replaces any prior negotiations or agreements
               between the parties, whether written or oral. This Stipulation
               may not be amended, waived, altered, modified, changed,
               rescinded or terminated except by an instrument in writing and
               signed by both parties.


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            6.          This stipulation shall be governed, interpreted and
               enforced by, and in accordance with, the laws of the State of
               New York, without giving effect to the conflict of laws
               principles thereof.

            7.          This Stipulation may be executed in one or more
               counterparts. All executed counterparts and each of them shall
               be deemed to be one and the same instrument.



Date:       New York, New York
            December 14, 1999


                                    Hospitality Worldwide Services, Inc.


                                    By: /s/ Douglas Parker
                                       ---------------------------------
                                       Douglas Parker
                                       The Chief Executive Officer



                                    Prime Hospitality Corporation


                                    By: /s/ A. F. Petrocelli
                                       ---------------------------------
                                       A. F. Petrocelli
                                      Title: President & Chief Executive
                                             Officer