MASTER DEVELOPMENT AGREEMENT

            THIS MASTER  DEVELOPMENT  AGREEMENT  (the  "Agreement")  is made and
entered into as of June 5, 1998,  between PRIME  HOSPITALITY  CORP.,  a Delaware
corporation,  having  its  principal  place of  business  at 700  Route 46 East,
Fairfield, New Jersey 07004 ("Prime"), and HOSPITALITY WORLDWIDE SERVICES, INC.,
a New York  corporation,  having its  principal  place of  business  at 450 Park
Avenue,  Suite  2603,  New  York,  New York  10022  ("HWS")  (Prime  and HWS may
individually  be  referred  to  herein  as a  "Party"  or  collectively  as  the
"Parties").

                                R E C I T A L S :

            WHEREAS,  the Parties  desire to  collectively  identify,  purchase,
acquire, own, hold, plan, design,  construct,  finance,  lease, manage,  operate
and/or sell hotel properties under the "AmeriSuites"  brand name,  pursuant to a
franchise  agreement with  AmeriSuites  Hospitality,  Inc. (all such  activities
being  hereinafter  referred  to,  collectively,   as  the  "Business")  through
individual  limited  liability  companies  (each a "Company"  and  together  the
"Companies"),  formed for the  exclusive  purpose of  developing  a single hotel
property (each a "Project") purchased pursuant to the Business; and

            WHEREAS, the Parties desire to set forth the terms and conditions of
their  agreement to operate the Business,  form the  Companies,  and develop the
Projects, all as more particularly described herein.

            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 hereby agree that the following  shall
constitute the Agreement between the Parties:

                                    ARTICLE I

                            OPERATION OF THE BUSINESS

            1.1         HWS BUSINESS PLAN; TRACKING REPORTS.

            (a)  HWS  shall  prepare  and  present  to  Prime  a  business  plan
specifying  the  markets  and  submarkets  in which it  proposes  to conduct the
Business  (the  "Business  Plan").  The initial  Business  Plan will include the
following  regions:  (i)  the  east  coast  market  from  Boston  south  through
Washington,  D.C.,  and (ii) the west  coast  market  from  Seattle to San Diego
(collectively,  the "Target  Market").  The Parties  agreed that HWS may explore
other sites  outside the Target  Market (the  "Opportunity"),  provided that HWS
submits such Opportunity to Prime for its approval.

            (b)  HWS  shall  provide  to  Prime  a  monthly   tracking   report,
containing,  with  regard  to  each  Project  identified,   including,   without
limitation,  those for which a "PAP" (as  defined in Section  1.3) has yet to be

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prepared and approved and those for which an Operating  Agreement (as defined in
Section 1.4) has been  executed,  the  information  described on Exhibit  1.1(b)
hereto,  specifying HWS' progress in the identification of markets, the progress
of specific Projects and other matters reasonably specified by Prime.

            1.2 IDENTIFICATION OF PROJECTS.  HWS shall be primarily  responsible
for  identifying  the location of sites within the Target  Market for a Project.
Notwithstanding,  Prime  shall  also  have the  right to  identify  and  present
potential  development  sites to HWS for its  approval as part of the  Business.
However, in either case, the Party that identifies a potential  development site
must prepare and submit a PAP to the other Party in accordance  with Section 1.3
of this Agreement.

            1.3 PRELIMINARY APPROVAL PACKAGE ("PAP"); AUTHORIZATION TO PROCEED.

            (a) Once a potential site is identified pursuant to Section 1.2, HWS
or Prime, as the case may be, shall prepare a "Preliminary  Approval Package" or
"PAP" which  shall set forth all of the  pertinent  information  relating to the
subject property,  including,  without limitation,  the information described on
Exhibit 1.3(a)-1 attached hereto, and submit such information to the other Party
for its approval.  The receiving Party shall have five (5) days from the date of
receipt  of the PAP to either  approve or  disapprove  of the  proposed  site in
writing. Either Party's failure to respond in writing within the five-day period
shall be deemed as an approval  of the  proposed  site.  In the event that Prime
rejects a site  proposal,  HWS shall  then be  restricted  from  developing  any
AmeriSuites  Competitive  Hotel on the site  independent of this Agreement.  For
purposes of this paragraph,  an "AmeriSuites  Competitive Hotel" shall be deemed
to mean any  mid-to-upper  scale suite hotel  without food and beverage  service
(for  purposes of this  restriction,  a  complimentary  breakfast  bar shall not
constitute food and beverage  service),  including,  without  limitation,  those
hotels listed on Exhibit 1.3(a)-2 attached hereto, provided,  however, Prime may
waive  this  restriction  in  writing  to allow HWS to  develop  an  AmeriSuites
Competitive Hotel on the site.

            (b) Once a PAP is approved,  the Parties,  in advance of forming the
Company and  executing the  Operating  Agreement (as hereafter  defined) for the
Project  pursuant to Section 1.4 below,  may elect to authorize  HWS to initiate
the process of obtaining one or more the contracts,  plans and studies described
in Article 3 of the Operating  Agreement,  by completing  and executing the form
attached  hereto as  Exhibit  1.3(b)  (the  "Authorization  to  Proceed").  Upon
execution of the  Authorization  to Proceed,  HWS shall  initiate the process of
obtaining the items described thereon in a manner consistent with the applicable
provisions  of the  Operating  Agreement,  with the  Parties  agreeing  to share
equally in the costs incurred by HWS in connection therewith.  Additionally,  as
more  particularly  set forth in the  Operating  Agreement  and  subject  to the
limitations set forth therein,  upon approval of a PAP for a Project,  Prime and
HWS each shall be entitled to reimbursement by the Company for the out-of-pocket
costs incurred by such Party in preparing and/or  evaluating the PAP and Project
site generally.

            1.4 FORMATION OF  COMPANIES.  Once a PAP is approved and the Parties
elect to proceed  with a Project,  a Company  shall be formed for the purpose of
purchasing,   acquiring,  owning,  holding,  planning,   designing,   financing,

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constructing,  leasing,  managing,  operating  and  selling  such  Project.  The
operating  agreement for each Company shall be  substantially in the form of the
base form of operating agreement attached hereto as Exhibit 1.4 and incorporated
herein by this reference  (the  "Operating  Agreement"),  which shall define the
rights,  obligations and responsibilities of the Company and each of the Parties
with respect to each such Project.  Upon execution of an Operating Agreement for
a Project,  except as specifically  provided otherwise herein, the terms of this
Agreement  shall be superseded by the terms of the Operating  Agreement (and any
agreements executed in connection  therewith) with respect to said Project,  and
the terms of the Operating  Agreement (and any agreements executed in connection
therewith)  thereafter  shall  govern all  aspects of said  Project,  including,
without  limitation,  the  relationship  of the  Parties  with  respect  to said
Project.  Except as set forth in the Operating  Agreement or as otherwise agreed
to by the Parties,  no  investors or partners  other than Prime and HWS shall be
permitted  to own any  interest,  whether  beneficial  or nominal,  in a Company
formed or a Project undertaken pursuant to this Agreement; provided, however, it
is acknowledged  and agreed that the foregoing  limitation  shall not apply to a
five  percent  (5%)  equity  interest  which was  granted by HWS to  Hospitality
Investment  Counselors,  Inc.  ("HIC")  pursuant  to a  contractual  arrangement
between HIC and HWS in each Project.  Consequently, the five percent (5%) equity
interest  granted  by  HWS to  HIC  shall  effectively  reduce  HWS'  percentage
ownership  interest  in a  Company,  but  shall  not in any way  dilute  Prime's
percentage ownership interest (50%) in a Company.

            1.5         CAPITALIZATION OF THE COMPANIES; FINANCING OF PROJECTS.

            (a) The mutual goal of the Parties is to develop  approximately  ten
(10) to twenty  (20)  Projects  pursuant  to this  Agreement.  The total  equity
necessary to achieve this goal is estimated to be  approximately  Sixty  Million
Dollars  ($60,000,000).  In  accordance  with and  subject  to the  terms of the
Operating  Agreement,  for each Project approved  pursuant to Section 1.3 above,
Prime and HWS shall make  equity  contributions  to the Company on a 50%-50% PRO
RATA pari  passu  basis,  either  directly  or  indirectly,  for the  purpose of
purchasing, developing and constructing a final Project.

            (b) Unless otherwise agreed by the Parties, each Company shall elect
to finance the acquisition,  construction  and permanent  financing of a Project
through the effort of Prime.  Upon the execution of this Agreement,  Prime shall
attempt or shall continue to attempt to arrange for  construction  and permanent
financing  for the  Projects.  Prime shall  endeavor to negotiate to obtain such
financing  from one or more third party  institutional  lenders on  commercially
reasonable terms which will be subject to approval by Prime and HWS. If required
by the lender,  Prime and HWS will jointly and severally guarantee completion of
the hotels associated with each Project.  Once financing for all or a portion of
the Projects has been arranged by Prime and approved by both parties,  Prime and
HWS each agree to pay 50% of all costs and fees payable in connection  with said
financing (the  "Financing  Fees"),  as and when such Financing Fees are due and
payable,  regardless  of whether the specific  Projects  which will utilize such
financing  have been  identified.  Once the parties  have  executed an Operating
Agreement for a Project,  a pro rata portion of the Financing Fees (the "Project
Financing  Fees") will be allocated  to such Project and the Company  formed for
that  Project will  reimburse  Prime and HWS for the Project  Financing  Fees in
accordance with the terms of the Operating Agreement.


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                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE PARTIES

            2.1 IN GENERAL.  As of the date hereof,  each of the Parties  hereby
makes each of the representations and warranties applicable to such Party as set
forth in Section 2.2 hereof.

            2.2 REPRESENTATIONS AND WARRANTIES. Each Party hereby represents and
warrants that:

            (a) DUE INCORPORATION OR FORMATION;  AUTHORIZATION OF AGREEMENT.  It
is duly organized or duly formed,  validly existing,  and in good standing under
the laws of the  jurisdiction  of its  incorporation  or  formation  and has the
corporate  power and  authority to own its property and carry on its business as
owned and carried on at the date hereof and as contemplated  hereby.  Such Party
is duly licensed or qualified to do business and in good standing in each of the
jurisdictions  in which the failure to be so licensed or qualified  would have a
material adverse effect on its financial condition or its ability to perform its
obligations  hereunder.  Such Party has the  individual or corporate,  power and
authority to execute and deliver this  Agreement and to perform its  obligations
hereunder and, the execution,  delivery,  and  performance of this Agreement has
been  duly  authorized  by  all  necessary   corporate  action.  This  Agreement
constitutes the legal, valid and binding obligation of such Party.

            (b)  NO  CONFLICT  WITH  RESTRICTIONS;   NO  DEFAULT.   Neither  the
execution,  delivery,  and performance of this Agreement nor the consummation by
such  Party of the  transactions  contemplated  hereby (i) will  conflict  with,
violate, or result in a breach of any of the terms, conditions, or provisions of
any law, regulation, order, writ, injunction, decree, determination, or award of
any court, any  governmental  department,  board,  agency,  or  instrumentality,
domestic or foreign,  or any arbitrator,  applicable to such Party or any of its
wholly-owned  affiliates,  (ii) will conflict with, violate,  result in a breach
of, or constitute a default under any of the terms, conditions, or provisions of
the articles of incorporation or bylaws of such Party or any of its wholly-owned
affiliates  if such  Party is a  corporation  or of any  material  agreement  or
instrument to which such Party or any of its wholly-owned  affiliates is a party
or by which such Party or any of its wholly-owned  affiliates is or may be bound
or to which any of its  material  properties  or assets is  subject,  (iii) will
conflict  with,  violate,  result in a breach  of,  constitute  a default  under
(whether  with  notice  or lapse of time or  both),  accelerate  or  permit  the
acceleration  of the  performance  required  by,  give to  others  any  material
interests or rights,  or require any consent,  authorization,  or approval under
any indenture,  mortgage,  lease agreement, or instrument to which such Party or
any of its  wholly-owned  affiliates is a party or by which such Party or any of
its  wholly-owned  affiliates  is or may be bound,  or (iv)  will  result in the
creation or imposition of any lien upon any of the material properties or assets
of such Party or any of its wholly-owned affiliates.

            (c) GOVERNMENTAL  AUTHORIZATIONS.  Any registration,  declaration or
filing with or consent,  approval,  license,  permit or other  authorization  or
order by, any governmental or regulatory authority, domestic or foreign, that is
required in  connection  with the valid  execution,


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delivery,  acceptance, and performance by such Party under this Agreement or the
consummation  by such  Party of any  transaction  contemplated  hereby  has been
completed, made, or obtained, on or before the effective date of this Agreement.

            (d)  LITIGATION.  There  are  no  actions,  suits,  proceedings,  or
investigations  pending  or,  to  the  knowledge  of  such  Party  or any of its
wholly-owned  affiliates,  threatened  against or affecting such Party or any of
its wholly-owned affiliates or any of their properties, assets, or businesses in
any  court or  before  or by any  governmental  department,  board,  agency,  or
instrumentality,  domestic  or  foreign,  or  any  arbitrator  which  could,  if
adversely  determined  (or,  in the case of an  investigation  could lead to any
action, suit, or proceeding,  which if adversely determined could) reasonably be
expected to materially  impair such Party's  ability to perform its  obligations
under this Agreement or to have a material  adverse  effect on the  consolidated
financial  condition  of such Party;  and such Party or any of its  wholly-owned
affiliates has not received any currently  effective notice of any default,  and
such Party or any of its  wholly-owned  affiliates is not in default,  under any
applicable order, writ, injunction,  decree, permit, determination,  or award of
any court, any  governmental  department,  board,  agency,  or  instrumentality,
domestic or foreign,  or any  arbitrator  which could  reasonably be expected to
materially  impair such Party's  ability to perform its  obligations  under this
Agreement or to have a material  adverse  effect on the  consolidated  financial
condition of such Party.

            (e) INVESTIGATION.  Each Party is entering into this Agreement based
upon its own investigation, and the exercise by such Party of its rights and the
performance of its  obligations  under this Agreement will be based upon its own
investigation,   analysis,   and   expertise,   and  not  in   reliance  on  any
representation  or promise of the other  Party  which is not  contained  in this
Agreement.

            (f) NO  BROKERS.  No  brokers  have  been  involved  in  either  the
consummation  of  this  Agreement  or  any  Company  formed   hereunder  and  no
commissions,  finder's  fees or other  compensation  are due to any  brokers  or
agents with regard to this Agreement or any Company to be formed hereunder.  The
foregoing  representation  does not extend to any brokers  which may be involved
with, or  commissions  which may be payable in connection  with, the purchase of
any real property for a Project.

                                   ARTICLE III

                         MUTUAL COVENANTS OF THE PARTIES

            3.1 MUTUAL  EFFORTS.  The Parties  agree to  endeavor  to  purchase,
develop,  own,  operate  and sell each  Project to achieve  the  purpose of this
Agreement.

            3.2 COMMUNICATION. Both Parties commit to communicate regularly with
one another through their respective development representatives in a particular
market and inform one another of any potential conflicts which would affect this
Agreement or any other related agreements.

<PAGE>
            3.3 INDEPENDENT IDENTIFICATION AND DEVELOPMENT.  Except as otherwise
stated  herein,  each of the  Parties,  and their  affiliates,  shall be free to
identify,  purchase  and develop  sites  independent  of this  Agreement  and to
receive  the income and  benefits  thereof  (and no other  Party  shall have any
interest  therein by reason of this Agreement).  HWS  specifically  acknowledges
Prime's  continuing right to develop sites  independently  and through alliances
with other third parties,  and to grant other franchise  rights, in all markets,
including, without limitation, those markets and sub-markets targeted by HWS.

            3.4 NO JOINT VENTURE OR PARTNERSHIP CREATED HEREBY. By entering into
this Agreement,  the Parties are not creating a joint venture or partnership and
are not  authorizing  the other to bind either of them in any way not  expressly
set forth herein.

            3.5 COSTS.  Except as expressly  provided  otherwise  herein, in the
Operating Agreement,  or in any other agreements executed by the Parties hereto,
each Party shall bear solely the costs incurred by such Party in connection with
this Agreement.

                                   ARTICLE IV

                          NONDISCLOSURE OF INFORMATION

            4.1  CONFIDENTIALITY.  All  disclosures of trade secrets,  know-how,
financial  information,  or other confidential  information made to any Party or
made by any Party under or in connection with this Agreement,  shall be received
and  maintained in  confidence  by the recipient  during the term hereof and for
three (3) years after  termination  of this Agreement and each Party shall treat
all such trade secrets,  know-how,  financial  information or other confidential
information as confidential except:

            (a)         as  to  the  persons   directly   responsible   for  the
                        performance of the obligations of this Agreement and for
                        the effective operation of the Business;

            (b)         as to the  professional  advisers of the Parties and the
                        Companies;

            (c)         as to  such  information  as is  required  by  law to be
                        disclosed by the Parties or the Companies; and

            (d)         as to such  information  as is or may  fall  within  the
                        public  domain   otherwise  than  in  violation  of  the
                        provisions of this Article.

            4.2 DUTY OF CARE.  Each  Party  shall  endeavor  to assume  that all
managers,  officers  and  employees  of  the  Companies,  to  whom  confidential
information   is  disclosed,   take  all  proper   precautions  to  prevent  the
unauthorized  disclosure and use of the confidential  information  referenced in
this Article.


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                                    ARTICLE V

                           TERMINATION AND DISSOLUTION

            5.1 RIGHT TO TERMINATE.  Notwithstanding any other provision of this
Agreement  to the  contrary,  Prime or HWS may  terminate  this  Agreement  (the
"Termination  Option").  The Termination Option may be exercised by either Prime
or HWS at any time by giving ninety (90) days' written notice to the other Party
of its intention to terminate. No Party shall be in default of this Agreement by
virtue of its exercise of the  Termination  Option.  Further,  the Parties shall
thereafter  be  released  from  all  obligations  and  restrictions  under  this
Agreement,  except  as  specifically  set  forth  herein.  The  exercise  of the
Termination  Option by any Party shall not affect the  rights,  responsibilities
and obligations of the Parties under any previously executed Operating Agreement
or contract to purchase  land or any  liabilities  of the Parties  arising under
this Agreement prior to the date of exercise of the Termination Option.


                                   ARTICLE VI

                               DISPUTE RESOLUTION

            6.1  ARBITRATION.  Any  dispute,  controversy  or claim of  whatever
nature  (except  an  interlocutory   hearing  for  an  action  for  a  temporary
restraining order,  preliminary injunction or similar equitable relief) asserted
by any Party against  another Party arising out of or relating to this Agreement
or the breach hereof,  shall be settled by arbitration if requested by any Party
pursuant to Section 6.2. The  arbitration  shall be conducted by one arbitrator,
who shall be  appointed  pursuant  to the  Commercial  Arbitration  Rules of the
American  Arbitration  Association ("AAA"). The arbitration shall be held in New
York,  New York,  and  shall be  conducted  in  accordance  with the  Commercial
Arbitration  Rules of the AAA,  except that the rules set forth in this  Article
shall govern such arbitration to the extent that they conflict with the rules of
the AAA.  Notwithstanding anything herein which may be to the contrary, upon the
execution  of an Operating  Agreement  for a Project,  any  disputes  arising in
connection  with  said  Project  will be  governed  solely  by the  terms of the
Operating  Agreement  (and  by  any  other  agreements  executed  in  connection
therewith).

            6.2 NOTICE.  Upon  written  notice by a Party to another  Party of a
request by  arbitration  hereunder,  the Parties shall use their best efforts to
cause  the  arbitration  to be  conducted  in an  expeditious  manner  with such
arbitration  to be  completed  within  sixty  (60) days  after  selection  of an
arbitrator.  In the arbitration,  New York law shall govern except to the extent
those laws conflict  with the  Commercial  Arbitration  Rules of the AAA and the
provisions of this Article. There shall be no discovery except as the arbitrator
shall permit  following  determination  by the arbitrator that the Party seeking
such discovery has a substantial demonstrable need. All other procedural matters
shall be within the discretion of the arbitrator.  In the event of a Party fails
to comply with the procedures in any arbitration in any manner determined by the
arbitrator,  the arbitrator shall fix a reasonable period of time for compliance
and, if the Party fails to comply  within such period,  a remedy  deemed just by
the  arbitrator  including  without  limitation,  an  award of  default,  may be
imposed.


<PAGE>

            6.3 BINDING NATURE.  The  determination  and award of the arbitrator
shall be final and binding on the Parties.  Judgment upon the award  rendered by
the arbitrator may be entered in any court of competent jurisdiction thereof.

                                   ARTICLE VII

                                  MISCELLANEOUS

            7.1 AMENDMENTS. Amendments to this Agreement may only be made by the
unanimous written consent of all of the Parties hereto.

            7.2  NOTICES.  All  notices  and other  communications  required  or
permitted  to be given or made  under this  Agreement  shall be given or made in
writing  and  shall be  effective  upon  receipt  if hand  delivered  or sent by
telecopy or similar  electronic means or one (1) business day following  deposit
with any nationally recognized overnight delivery service. Such notices shall be
delivered by hand delivery,  by telecopy,  or similar  electronic  means,  or by
nationally  recognized  overnight  courier  providing next business day service,
fees prepaid, addressed as follows:

If to HWS:                          Hospitality Worldwide Services, Inc.
                                    450 Park Avenue, Suite 2603
                                    New York, New York 10022
                                    ATTN:  Mr. Cory Rapkin

With a copy to:                     c/o HWS Realty Estate Advisory Group, Inc.
                                    1700 Broadway, Suite 1400
                                    Denver, Colorado 80290
                                    ATTN:  Mr. Geoff Davis

With a copy to:                     c/o HWS Realty Estate Advisory Group, Inc.
                                    1281 East Main Street
                                    Stamford, Connecticut 06902
                                    ATTN:  Thomas Prins

With a copy to:                     c/o HWS Real Estate Advisory Group, Inc.
                                    225 W. Washington Street, Suite 2200
                                    Chicago, Illinois 60606
                                    ATTN:  Mr. Scott Kaniewski

With a copy to:                     Hospitality Development Services Corp.
                                    711 Third Avenue, 14th Floor
                                    New York, New York 10017
                                    ATTN:  Adrian Werner
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With a copy to:                     Varner, Stephens, Humphries & White, LLP
                                    3350 Cumberland Circle
                                    Suite 1700 Riverwood
                                    Atlanta, Georgia 30339
                                    ATTN:  Louis C. Schwartz, Esq.

If to Prime:                        Prime Hospitality Corp.
                                    700 Route 46 East
                                    Fairfield, New Jersey 07004
                                    ATTN: Mr. David A. Simon

With a copy to:                     Prime Hospitality Corp.
                                    700 Route 46 East
                                    Fairfield, New Jersey 07004
                                    ATTN: Mr. Ethan P. Kramer

With a copy to:                     Prime Hospitality Corp.
                                    700 Route 46 East
                                    Fairfield, New Jersey 07004
                                    ATTN: Mr. Stephen Siegel

With a copy to:                     Prime Hospitality Corp.
                                    700 Route 46 East
                                    Fairfield, New Jersey 07004
                                    ATTN:  Kathleen T. Kneis, Esq.

            Any Party may change its address  for the purpose of this  Section 7
by notice to the other given in the manner set forth above.

            7.3  GOVERNING  LAW.  This  Agreement   shall  be  governed  by  and
interpreted  in  accordance  with  the  laws of the  State of New York in a like
manner as an agreement made and wholly to be performed in the State of New York.

            7.4 VENUE.  Each of the Parties  consents to the jurisdiction of any
court in New York  County,  New York,  for any  action  arising  out of  matters
related to this  Agreement.  Each of the Parties waives the right to commence an
action in connection with this Agreement in any court outside of such County.

            7.5  ATTORNEY  FEES.  If any Party  obtains an award in  arbitration
against any other Party by reason of the breach of this Agreement or the failure
to comply with the terms hereof,  reasonable  attorneys' fees and costs as fixed
by the arbitrator shall be included in such award.

            7.6 HEADINGS. The Article and Section headings of this Agreement are
for convenience only, do not form a part of this Agreement, and shall not in any
way affect the interpretation hereof.

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            7.7  CAPITALIZED  TERMS.  Any  capitalized  terms not defined herein
shall have the meaning ascribed to such term in the Operating Agreement.

            7.8 EXTENSION NOT A WAIVER.  No delay or omission in the exercise of
any power,  remedy or right herein  provided or  otherwise  available to a Party
shall impair or affect the right of such Party  thereafter to exercise the same.
Any extension of time or other indulgence granted to a Party hereunder shall not
otherwise alter or affect any power,  remedy or right of any other Party, or the
obligations of the Party to whom such extension or indulgence is granted.

            7.9 CREDITORS NOT BENEFITED.  Nothing contained in this Agreement is
intended or shall be deemed to benefit any  creditor of the Parties or any other
third party.

            7.10 PUBLICITY.  No Party shall issue any press release or otherwise
publicize or disclose  the terms of this  Agreement or the terms of the Parties'
acquisition  of the  interests in any Company,  without the consent of the other
Parties, except as such disclosure may be made in the course of normal reporting
practices by a Party to its partners, shareholders, consultants or members or as
otherwise required by law.

            7.11  CONSTRUCTION  AND  AMENDMENT.  No oral  explanation of or oral
information  relating to this  Agreement  offered by either  party  hereto shall
alter the meaning or interpretation of this Agreement.

            7.12 FURTHER  ACTION.  Each Party agrees to perform all further acts
and execute,  acknowledge,  and deliver any  documents  which may be  reasonably
necessary,  appropriate,  or  desirable  to  carry  out the  provisions  of this
Agreement.

            7.13 VARIATION OF PRONOUNS.  All pronouns and any variations thereof
shall be deemed to refer to masculine,  feminine, or neuter, singular or plural,
as the identity of the person or persons may require.

            7.14  SUCCESSORS  AND  ASSIGNS.   Subject  to  the  restrictions  on
transferability set forth in the Operating Agreement,  this Agreement shall bind
and inure to the benefit of the parties hereto and their respective  successors.
This Agreement may not be assigned by either Party to this Agreement without the
prior written consent of the other Party,  which consent may be withheld in such
Party's sole and absolute discretion.

            7.15  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts,  each of which shall be deemed to be an original  and all of which
shall constitute one and the same agreement.

            7.16  AMBIGUITIES.  All  of  the  parties  to  this  Agreement  have
participated  in  the  negotiation  and  drafting  hereof.  Accordingly,  it  is
understood and agreed that the general rule that ambiguities are to be construed
against the  drafter  shall not apply to this  Agreement.  In the event that any
language of this  Agreement is found to be  ambiguous,  each Party shall have an
opportunity,  in any proceeding,  to present evidence as to the actual intent of
the  parties  with  respect  to any  such  ambiguous  language  at the  time the
Agreement was executed.


<PAGE>
            7.17 ENTIRE  AGREEMENT.  The terms and conditions  contained herein,
including those contained in the exhibits attached hereto, constitute the entire
agreement  between the Parties  concerning the subject matter hereof,  and shall
supersede  all  previous  communications,  either oral or  written,  between the
parties  hereto,  and no agreement or  understanding  varying or extending  this
Agreement  shall be binding upon any Party  unless in writing,  signed by a duly
authorized officer or representative of each Party.

            IN WITNESS  WHEREOF,  the Parties  have caused this  Agreement to be
executed by their duly authorized  representatives  as of the day and year first
set forth above.

                                   PRIME HOSPITALITY CORP., a Delaware
                                   corporation


                                   By:/s/ David A. Simon
                                      -----------------------------------------
                                      Title:  President


                                   HOSPITALITY WORLDWIDE SERVICES, INC.,
                                   a New York corporation


                                   By: /s/ Cory Rapkin
                                      -----------------------------------------
                                      Title:  Vice President