HOSPITALITY WORLDWIDE SERVICES, INC.

                         AMENDED 1996 STOCK OPTION PLAN


1.  Purposes

         The  purpose  of the Plan is to  provide  additional  incentive  to the
officers and  employees  of the Company who are  primarily  responsible  for the
management and growth of the Company, or otherwise materially  contribute to the
conduct and  direction of its  business,  operations  and  affairs,  in order to
strengthen  their desire to remain in the employ of the Company and to stimulate
their efforts on behalf of the Company,  and to retain and attract to the employ
of the Company persons of competence.  Each option granted  pursuant to the Plan
shall be designated  at the time of grant as either an "incentive  stock option"
or as a "non-qualified stock option." The terms and conditions of the Plan shall
be set forth or  incorporated by reference in the option  agreements  evidencing
the options.

2.  Definitions

         For the purposes of the Plan,  unless the context  otherwise  requires,
the following definitions shall be applicable:

          (a)    "Board" or "Board of Directors"  means the  Company's  Board of
Directors.

          (b)    "Code" means the Internal Revenue Code of 1986, as amended.

          (c)    "Committee" means the Compensation Committee composed of two or
more  members  of the  Board of  Directors,  and who  shall be  responsible  for
administering  the  Plan.  Each  of the  members  of the  Committee  shall  be a
Disinterested Person.

          (d)    "Company" means Hospitality Worldwide Services, Inc.

          (e)    "Disinterested Person" means a disinterested person, as defined
in Rule 16b-3 under the Exchange Act.

          (f)    "Employee"  means an employee of the Company or of a Subsidiary
(including a director or officer of the Company or a  Subsidiary  who is also an
employee).

          (g)    "ERISA" means the Employment  Retirement Income Security Act of
1974.

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          (h)    "Exchange  Act" means the  Securities  Exchange Act of 1934, as
amended.

          (i)    "Fair Market  Value" of the Shares  means the closing  price of
publicly traded Shares on the national  securities  exchange on which the Shares
are listed (if the  Shares are so listed) or on the Nasdaq  National  Market (if
the Shares are regularly  quoted on the Nasdaq National  Market),  or, if not so
listed or regularly quoted, the mean between the closing bid and asked prices of
publicly traded Shares in the over-the-counter market, or, if such bid and asked
prices  shall  not  be  available,  as  reported  by any  nationally  recognized
quotation service selected by the Company,  or as determined by the Committee in
a manner consistent with the provisions of the Code.

          (j)    "ISO" means an option intended to qualify as an incentive stock
option under Section 422 of the Code.

          (k)    "NQO" means an option that does not qualify as an ISO.

          (l)    "Plan" means the 1996 Stock Option Plan of the Company.

          (m)    "Securities Act" means the Securities Act of 1933, as amended.

          (n)    "Shares" means shares of the Company's  Common Stock,  $.01 par
value,  including  authorized  but  unissued  shares and  shares  that have been
previously issued and reacquired by the Company.

          (o)    "Subsidiary"  of the Company  means and includes a  "Subsidiary
Corporation," as that term is defined in Section 425(f) of the Code.

3.  Administration

         Subject to the express provisions of the Plan, the Committee shall have
authority to interpret and construe the Plan,  to  prescribe,  amend and rescind
rules and  regulations  relating to it, to determine the terms and conditions of
the respective  option  agreements (which need not be identical) and to make all
other determinations  necessary or advisable for the administration of the Plan.
Subject  to the  express  provisions  of the Plan,  the  Committee,  in its sole
discretion,  shall from time to time  determine  the  persons  from among  those
eligible under the Plan to whom,  and the time or times at which,  options shall
be granted, the number of Shares to be subject to each option, whether an option
shall be  designated  an ISO or an NQO and the manner in and price at which such
option may be exercised.  In making such  determination,  the Committee may take
into account the nature and period of


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service of eligible employees, their level of compensation,  their past, present
and  potential  contributions  to the  Company  and such  other  factors  as the
Committee  shall in its  discretion  deem  relevant.  The  determination  of the
Committee  with  respect to any matter  referred  to in this  Section 3 shall be
conclusive.

4.  Eligibility for Participation

         Any Employee  shall be eligible to receive  ISOs or NQOs granted  under
the Plan.

5.  Limitation on Shares Subject to the Plan

         Subject to adjustment as hereinafter  provided,  no more than 2,700,000
Shares may be issued pursuant to the exercise of options granted under the Plan.
If any option  shall  expire or terminate  for any reason,  without  having been
exercised  in full,  the  unpurchased  Shares  subject  thereto  shall  again be
available for the purposes of the Plan.

6.  Terms and Conditions of Options

         Each option  granted  under the Plan shall be subject to the  following
terms and conditions:

         (a)   Except as provided in Subsection 6(j), the option price per Share
shall be  determined  by the  Committee,  but (i) as to an ISO shall not be less
than 100% of the Fair  Market  Value of a Share on the date  such ISO  option is
granted;  and (ii) as to an NQO,  shall not be less than 75% of the Fair  Market
Value of a Share on the date such NQO is granted.

         (b)   The  Committee  shall,  in its  discretion,  fix the term of each
option,  provided  that the maximum  length of the term of each  option  granted
hereunder  shall  be 10 years  and  provided  further  than  the  provisions  of
Subsection  6(j) hereof  shall be  applicable  to the grant of ISOs to Employees
therein identified.

         (c)   If a holder of an option dies while he is employed by the Company
or a  Subsidiary,  such  option may, to the extent that the holder of the option
was  entitled to exercise  such  option on the date of his death,  be  exercised
during a period after his death fixed by the Committee,  in its  discretion,  at
the time such  option is  granted,  but in no event to exceed  one year,  by his
personal  representative or  representatives or by the person or persons to whom
the holder's  rights  under the option  shall pass by will or by the  applicable
laws of descent and  distribution or by a qualified  domestic  relations  order;
provided, however, that no option granted under the Plan may be exercised to any
extent by anyone after its expiration.

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         (d)   In the event that a holder of an option shall voluntarily  retire
or  quit  his  employment  without  the  written  consent  of the  Company  or a
Subsidiary  or if the Company shall  terminate the  employment of a holder of an
option for cause, the options held by such holder shall forthwith terminate.  If
a holder of an option shall  voluntarily  retire or quit his employment with the
written  consent of the Company or a  Subsidiary,  or if the  employment of such
holder shall have been  terminated  by the Company or a  Subsidiary  for reasons
other than  cause,  such holder may  (unless  his option  shall have  previously
expired pursuant to the provisions hereof) exercise his option at any time prior
to the first to occur of the  expiration  of the original  option  period or the
expiration of a period after  termination of employment  fixed by the Committee,
in its discretion,  at the time the option is granted, but in no event to exceed
three months, to the extent of the number of Shares subject to such option which
were  purchasable by him on the date of termination of his  employment.  Options
granted under the Plan shall not be affected by any change of employment so long
as the holder thereof continues to be an Employee.

         (e)   Anything  to the  contrary  contained  herein  or in  any  option
agreement  executed and  delivered  hereunder,  no option  shall be  exercisable
unless and until the Plan has been  approved by  stockholders  of the Company in
accordance with Section 13 hereof.

         (f)   Each option shall be  nonassignable  and  nontransferable  by the
option holder  otherwise than by will or by the laws of descent and distribution
or pursuant to a qualified  domestic  relations  order as defined by the Code or
Title I of ERISA, or the rules  promulgated  thereunder and shall be exercisable
during the lifetime of the option holder solely by him.

         (g)   An option  holder  desiring to exercise an option shall  exercise
such  option by  delivering  to the  Company  written  notice of such  exercise,
specifying  the number of Shares to be  purchased,  together with payment of the
purchase price  therefor;  provided,  however that no option may be exercised in
part with  respect to fewer than 100 Shares,  except to purchase  the  remaining
Shares purchasable under such option.  Payment shall be made as follows:  (i) in
United States dollars by cash or by check,  certified check, bank draft or money
order  payable  to the  order  of the  Company;  (ii) at the  discretion  of the
Committee,  by  delivering  to the Company  Shares  already  owned by the option
holder  and  having a Fair  Market  Value on the date of  exercise  equal to the
exercise  price, or a combination of such Shares and cash; or (iii) by any other
proper method specifically approved by the Committee.

         (h)   In order to assist  an  option  holder  with the  acquisition  of
Shares  pursuant  to the  exercise  of an option  granted  under  the Plan,  the
Committee may, in its discretion and subject to the  requirements  of applicable
statutes, rules and regulations,


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whenever, in its judgment, such assistance may reasonably be expected to benefit
the  Company,  authorize,  either  at the  time of the  grant of the  option  or
thereafter (i) the extension of a loan to the option holder by the Company, (ii)
the  payment  by the  option  holder  of the  purchase  price of the  Shares  in
installments,  or (iii) the  guaranty by the  Company of a loan  obtained by the
option holder from a third party. The Committee shall determine the terms of any
such loan,  installment payment arrangement or guaranty,  including the interest
rate  and  other  terms  of  repayment  thereof.   Loans,   installment  payment
arrangements  and guaranties may be authorized with or without  security and the
maximum  amount  thereof shall be the option price for the Shares being acquired
plus related interest payments.

         (i)   The aggregate Fair Market Value (determined at the time an ISO is
granted) of the Shares as to which an Employee  may first  exercise  ISOs in any
one calendar year under all incentive  stock option plans of the Company and its
Subsidiaries may not exceed $100,000.

         (j)   An ISO may be granted to an Employee owning, or who is considered
as owning by applying the rules of ownership set forth in Section  425(d) of the
Code, over 10% of the total combined voting power of all classes of stock of the
Company or any Subsidiary if the option price of such ISO equals or exceeds 110%
of the Fair  Market  Value of a Share on the date the option is granted and such
ISO shall expire not more than five years after the date of grant.

7.  Adjustments Upon Changes in Capitalization

         (a)   Subject to any required  regulatory  approval,  new option rights
may be  substituted  for the  option  rights  granted  under  the  Plan,  or the
Company's duties as to options  outstanding under the Plan may be assumed,  by a
corporation other than the Company,  or by a parent or subsidiary of the Company
or such corporation, in connection with any merger, consolidation,  acquisition,
separation, reorganization,  liquidation or like occurrence in which the Company
is involved.  Notwithstanding the foregoing or the provisions of Subsection 7(b)
hereof, in the event such corporation, or parent or subsidiary of the Company or
such  corporation,  does not substitute new option rights for, and substantially
equivalent to, the option rights granted hereunder,  or assume the option rights
granted  hereunder,  the option rights  granted  hereunder  shall  terminate and
thereupon  become  null  and void (i) upon  dissolution  or  liquidation  of the
Company,   or  similar   occurrence,   (ii)  upon  any  merger,   consolidation,
acquisition,  separation,  reorganization,  or similar occurrence,  in which the
Company will not be a surviving entity or (iii) upon a transfer of substantially
all of the  assets of the  Company or more than 80% of the  outstanding  Shares;
provided, however, that each option holder

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shall have the right immediately prior to or concurrently with such dissolution,
liquidation, merger, consolidation,  acquisition, separation,  reorganization or
similar  occurrence,  to exercise any unexpired option rights granted  hereunder
whether or not then  exercisable.  If the exercise of the foregoing right by the
holder of an ISO would be deemed to result in a violation of the  provisions  of
Subsection  6(i) of the  Plan,  then,  without  further  act on the  part of the
Committee  or the option  holder,  such ISO shall be deemed an NQO to the extent
necessary to avoid any such violation.

         (b)   The existence of outstanding  options shall not affect in any way
the right or power of the Company or its  stockholders  to make or authorize any
or all adjustments,  recapitalizations,  reorganizations or other changes in the
Company's capital  structure or its business,  or any merger or consolidation of
the  Company,  or any  issuance of Common  Stock or  subscription  rights or any
merger or  consolidation of the Company,  or any issuance of bonds,  debentures,
preferred  or prior  preference  stock ahead of or  affecting  the Shares or the
rights thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or  business,  or any other  corporate
act or  proceeding,  whether  of a similar  character  or  otherwise;  provided,
however,  that  if the  outstanding  Shares  shall  at any  time be  changed  or
exchanged by declaration of a stock dividend, stock split, combination of shares
or  recapitalization,  the  number  and kind of  Shares  subject  to the Plan or
subject to any options  theretofore  granted,  and the option  prices,  shall be
appropriately and equitably adjusted so as to maintain the proportionate  number
of Shares without changing the aggregate option price.

         (c)   Adjustments  under this Section 7 shall be made by the  Committee
whose  determination  as to what  adjustments,  if any,  shall be made,  and the
extent thereof, shall be final.

8.  Privileges of Stock Ownership

         No option holder shall be entitled to the privileges of stock ownership
as to any Shares not actually issued and delivered to him.

9.  Securities Regulation

         (a)   Each option  shall be subject to the  requirement  that if at any
time the Board of Directors or Committee shall in its discretion  determine that
the listing,  registration or qualification of the Shares subject to such option
upon any securities  exchange or under any Federal or state law, or the approval
or consent of any  governmental  regulatory  body,  is necessary or desirable in
connection with the issuance or purchase



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of Shares  thereunder,  such  option  may not be  exercised  in whole or in part
unless such listing, registration, qualification, approval or consent shall have
been effected or obtained free from any conditions not reasonably  acceptable to
the Board of Directors or Committee.

         (b)   Unless at the time of the  exercise of an option and the issuance
of the Shares thereby purchased by any option holder hereunder there shall be in
effect as to such Shares a Registration  Statement  under the Securities Act and
the rules and  regulations of the Securities and Exchange  Commission,  or there
shall be  available  an  exemption  from the  registration  requirements  of the
Securities  Act, the option holder  exercising  such option shall deliver to the
Company at the time of exercise a certificate (i) acknowledging  that the Shares
so  acquired  may be  "restricted  securities"  within  the  meaning of Rule 144
promulgated  under the Securities  Act, (ii) certifying that he is acquiring the
Shares  issuable to him upon such exercise for the purpose of investment and not
with a view to their sale or  distribution;  and (iii)  containing  such  option
holder's  agreement  that such Shares may not be sold or  otherwise  disposed of
except in  accordance  with  applicable  provisions of the  Securities  Act. The
Company shall not be required to issue or deliver  certificates for Shares until
there  shall  have  been  compliance  with  all  applicable   laws,   rules  and
regulations,  including the rules and regulations of the Securities and Exchange
Commission.

10.      Employment of Employee

         Nothing  contained in the Plan or in any option agreement  executed and
delivered  thereunder  shall confer upon any option holder any right to continue
in the employ of the Company or any Subsidiary or to interfere with the right of
the Company or any Subsidiary to terminate such employment at any time.

11.      Withholding; Disqualifying Disposition

         (a)   The Company  shall deduct and  withhold  from any salary or other
compensation for employment  services of an option holder,  all amounts required
to satisfy  withholding tax liabilities arising from the grant or exercise of an
option under the Plan or the  acquisition or disposition of Shares acquired upon
exercise of any such option.

         (b)   In the  discretion  of the Committee and in lieu of the deduction
and withholding  provided for in subsection (a) above,  the Company shall deduct
and withhold Shares otherwise issuable to the option holder having a fair market
value on the date income is  recognized  pursuant  to the  exercise of an option
equal to the amount required to be withheld.


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         (c)   In the case of disposition by an option holder of Shares acquired
upon  exercise  of an ISO within  (i) two years  after the date of grant of such
ISO, or (ii) one year after the  transfer of such Shares to such option  holder,
such option holder shall give written notice to the Company of such  disposition
not later than 30 days after the occurrence thereof,  which notice shall include
all such information as may be required by the Company to comply with applicable
provisions  of the Code and shall be in such form as the Company shall from time
to time determine.

12.      Amendment, Suspension and Termination of the Plan

         Subject to any required regulatory approval,  the Board of Directors or
Committee may at any time amend,  suspend or terminate the Plan,  provided that,
except as set forth in Section 7 above,  no amendment may be adopted without the
approval of stockholders which would:

         (a)  increase the number of Shares which may be issued pursuant to the
exercise of options granted under the Plan;

         (b)  permit the grant of an option under the Plan with an option price
less than 100% of the Fair Market Value of the Shares at the time such option is
granted;

         (c)  change the provisions of Section 4;

         (d)  extend the term of an option or the period during which an option
may be granted under the Plan;

         (e)  decrease an option  exercise  price  (provided that the foregoing
does not  preclude  the  cancellation  of an  option  and a new grant at a lower
exercise price without stockholder approval); or

         (f)  materially  increase the benefits accruing to participants of the
Plan.

Unless the Plan shall theretofore have been terminated by the Board of Directors
or Committee, the Plan shall terminate on June 5, 2006. No option may be granted
during the term of any suspension of the Plan or after  termination of the Plan.
The amendment or termination of the Plan shall not,  without the written consent
of the option holder to be affected,  alter or impair any rights or  obligations
under any option theretofore granted to such option holder under the Plan.

13. Effective Date

         The  effective  date of the Plan shall be June 5, 1996,  subject to its
approval by shareholders of the Company not later than June 4, 1997.