AMENDMENT TO RIGHTS AGREEMENT

         AMENDMENT,  dated  as of January 7, 1998, to the Rights Agreement dated
as of November 24, 1997, between  Hospitality  Worldwide  Services,  Inc., a New
York  corporation  (the  "Company"),  and  Continental  Stock  Transfer  & Trust
Company, as Rights Agent (the "Rights Agent").

         WHEREAS,  the  Company  and the Rights  Agent  entered  into the Rights
Agreement specifying the terms of the Rights (as defined therein);

         WHEREAS,  the Company and the Rights  Agent  desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement;

         NOW THEREFORE,  in consideration of the premises and mutual  agreements
set forth in the Rights  Agreement and this Amendment,  the parties hereby agree
as follows:

         1.  Section  1(j) of the  Rights  Agreement  is hereby  deleted  in its
entirety and amended to read as follows:

         (j) "Preference Shares" shall mean shares of Series A Preference Stock,
         par  value  $.01 per  share,  of the  Company  having  the  rights  and
         preferences set forth in the Certificate of Amendment of Certificate of
         Incorporation  of the Company as filed with the  Department of State of
         New York on December 15, 1997.

         2. Exhibit A to the Rights  Agreement is hereby deleted in its entirety
and replaced with the Exhibit A attached hereto and made a part hereof.

         2. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended hereby.

         3. The  foregoing  amendment  shall be  effective as of the date hereof
and, except as set forth herein, the Rights Agreement shall remain in full force
and effect and shall be otherwise unaffected hereby.

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



<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the day and year first above written.

                                    HOSPITALITY WORLDWIDE SERVICES, INC.

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



                                    CONTINENTAL STOCK TRANSFER & TRUST COMPANY

                                       By: /s/ William F. Seegraber
                                           ------------------------------
                                            Name:  William F. Seegraber
                                            Title: Vice President

                                       -2-

<PAGE>
                                                                       EXHIBIT A


                            CERTIFICATE OF AMENDMENT
                                       OF
                        THE CERTIFICATE OF INCORPORATION
                                       OF
                      HOSPITALITY WORLDWIDE SERVICES, INC.


                         (Pursuant to Section 805 of the
                       New York Business Corporation Law)


         FIRST:     The  name  of  the  corporation  is  Hospitality   Worldwide
                    Services,  Inc.  (the  "Company").  The name under which the
                    corporation was formed is Light Savers U.S.A., Inc.

         SECOND:    The certificate of incorporation was filed by the Department
                    of State on October 10, 1991.

         THIRD:     The  Certificate of  Incorporation  of the Company is hereby
                    amended by changing Article FIVE which sets forth the number
                    of shares the Company  shall have the  authority to issue by
                    adding the  following  provision  at the end of Article FIVE
                    stating   the   number,   designations,   relative   rights,
                    preferences  and  limitations of a series of preferred stock
                    of the Company, designated as Series A Preference Stock, par
                    value $1 per share.

Preference Stock:

               Section  1.  Designation,  Amount  and Par  Value.  The series of
Preference Stock shall be designated as "Series A Preference Stock" (the "Series
A Preference  Stock"),  and the number of shares so designated shall be 100,000.
The par value of each share of  Preference  Stock shall be $.01.  Such number of
shares may be increased or decreased by  resolution  of the Board of  Directors;
provided,  that no  decrease  shall  reduce  the  number  of  shares of Series A
Preference  Stock to a number  less than the number of shares  then  outstanding
plus the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Preference Stock.

               Section 2. Dividends and Distributions.

                  (A)  Subject to the rights of the holders of any shares of any
         series of  Preference  Stock (or any similar  stock)  ranking prior and
         superior to the Series A Preference  Stock with  respect to  dividends,
         the holders of shares of Series A Preference


<PAGE>
         Stock, in preference to the holders of Common Stock, par value $.01 per
         share (the "Common Stock"), of the Corporation, and of any other junior
         stock,  shall be entitled to receive,  when,  as and if declared by the
         Board of  Directors  out of funds  legally  available  for the purpose,
         quarterly  dividends  payable in cash on the first day of March,  June,
         September  and December in each year (each such date being  referred to
         herein as a "Quarterly Dividend Payment Date"), commencing on the first
         Quarterly  Dividend Payment Date after the first issuance of a share or
         fraction  of a share of Series A  Preference  Stock,  in an amount  per
         share  (rounded to the nearest  cent) equal to the greater of (a) $1.00
         or (b) subject to the provision for adjustment  hereinafter  set forth,
         100 times the aggregate per share amount of all cash dividends, and 100
         times the aggregate per share amount  (payable in kind) of all non-cash
         dividends  or other  distributions,  other than a  dividend  payable in
         shares of Common Stock or a subdivision  of the  outstanding  shares of
         Common Stock (by reclassification or otherwise), declared on the Common
         Stock since the immediately  preceding  Quarterly Dividend Payment Date
         or, with respect to the first Quarterly  Dividend  Payment Date,  since
         the  first  issuance  of any share or  fraction  of a share of Series A
         Preference  Stock.  In the  event  the  Corporation  shall  at any time
         declare or pay any  dividend on the Common  Stock  payable in shares of
         Common Stock,  or effect a subdivision or combination or  consolidation
         of the  outstanding  shares of Common  Stock  (by  reclassification  or
         otherwise than by payment of a dividend in shares of Common Stock) into
         a greater or lesser number of shares of Common Stock, then in each such
         case the amount to which holders of shares of Series A Preference Stock
         were entitled  immediately  prior to such event under clause (b) of the
         preceding  sentence shall be adjusted by  multiplying  such amount by a
         fraction,  the  numerator  of which is the  number  of shares of Common
         Stock  outstanding  immediately after such event and the denominator of
         which is the  number of shares of Common  Stock  that were  outstanding
         immediately prior to such event.

                  (B) The  Corporation  shall declare a dividend or distribution
         on the Series A Preference  Stock as provided in paragraph  (A) of this
         Section immediately after it declares a dividend or distribution on the
         Common Stock (other than a dividend payable in shares of Common Stock);
         provided that, in the event no dividend or distribution shall have been
         declared on the Common  Stock during the period  between any  Quarterly
         Dividend  Payment  Date  and the  next  subsequent  Quarterly  Dividend
         Payment  Date, a dividend of $1.00 per share on the Series A Preference
         Stock  shall  nevertheless  be  payable  on such  subsequent  Quarterly
         Dividend Payment Date.

                  (C)  Dividends  shall  begin to accrue  and be  cumulative  on
         outstanding  shares of Series A  Preference  Stock  from the  Quarterly
         Dividend  Payment Date next preceding the date of issue of such shares,
         unless the date of issue of such shares is prior to the record date for
         the first Quarterly  Dividend  Payment Date, in which case dividends on
         such  shares  shall  begin  to  accrue  from  the date of issue of such
         shares,  or unless the date of issue is a  Quarterly  Dividend  Payment
         Date or is a date  after  the  record  date  for the  determination  of
         holders of shares of Series A  Preference  Stock  entitled to receive a
         quarterly  dividend and before such Quarterly Dividend Payment Date, in
         either of which

                                       -2-

<PAGE>
         events such dividends shall begin to accrue and be cumulative from such
         Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not
         bear  interest.  Dividends  paid on the  shares of Series A  Preference
         Stock in an amount less than the total amount of such  dividends at the
         time accrued and payable on such shares shall be allocated  pro rata on
         a share-by-share  basis among all such shares at the time  outstanding.
         The Board of Directors may fix a record date for the  determination  of
         holders  of shares of Series A  Preference  Stock  entitled  to receive
         payment of a dividend or distribution  declared  thereon,  which record
         date  shall be not more  than 60 days  prior to the date  fixed for the
         payment thereof.

               Section  3.  Voting  Rights.  The  holders  of shares of Series A
Preference Stock shall have the following voting rights:

             (A) Subject to the provision for adjustment  hereinafter set forth,
         each  share of Series A  Preference  Stock  shall  entitle  the  holder
         thereof  to  100  votes  on all  matters  submitted  to a  vote  of the
         stockholders of the Corporation.  In the event the Corporation shall at
         any time  declare or pay any  dividend on the Common  Stock  payable in
         shares of Common  Stock,  or effect a  subdivision  or  combination  or
         consolidation   of  the   outstanding   shares  of  Common   Stock  (by
         reclassification  or otherwise  than by payment of a dividend in shares
         of Common  Stock)  into a greater or lesser  number of shares of Common
         Stock,  then in each such  case the  number of votes per share to which
         holders  of  shares  of  Series  A  Preference   Stock  were   entitled
         immediately  prior to such event shall be adjusted by multiplying  such
         number by a fraction, the numerator of which is the number of shares of
         Common  Stock   outstanding   immediately  after  such  event  and  the
         denominator  of which is the number of shares of Common Stock that were
         outstanding immediately prior to such event.

                  (B)  Except  as  otherwise   provided  herein,  in  any  other
         Certificate of  Designations  creating a series of Preference  Stock or
         any  similar  stock,  or by law,  the  holders  of  shares  of Series A
         Preference  Stock and the  holders  of  shares of Common  Stock and any
         other capital stock of the  Corporation  having  general  voting rights
         shall vote together as one class on all matters  submitted to a vote of
         stockholders of the Corporation.

                  (C) Except as set forth in the Certificate of Incorporation or
         herein, or as otherwise provided by law, holders of Series A Preference
         Stock shall have no special  voting  rights and their consent shall not
         be  required  (except  to the  extent  they are  entitled  to vote with
         holders of Common Stock as set forth  herein) for taking any  corporate
         action.

               Section 4. Reacquired  Shares.  Any shares of Series A Preference
Stock  purchased  or  otherwise  acquired  by  the  Corporation  in  any  manner
whatsoever  shall be  retired  and  cancelled  promptly  after  the  acquisition
thereof.  All such shares shall upon their  cancellation  become  authorized but
unissued shares of Preference Stock and may be reissued as

                                       -3-

<PAGE>
part  of a new  series  of  Preference  Stock  subject  to  the  conditions  and
restrictions on issuance set forth herein,  in the Certificate of Incorporation,
or in any other  Certificate  of  Designations  creating a series of  Preference
Stock or any similar stock or as otherwise required by law.

               Section  5.  Liquidation,  Dissolution  or Winding  Up.  Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the  holders  of shares of stock  ranking  junior  (either  as to
dividends  or upon  liquidation,  dissolution  or  winding  up) to the  Series A
Preference  Stock  unless,  prior  thereto,  the  holders  of shares of Series A
Preference  Stock shall have  received  $100 per share,  plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such  payment,  provided  that the  holders of shares of Series A
Preference  Stock shall be entitled  to receive an  aggregate  amount per share,
subject to the  provision for  adjustment  hereinafter  set forth,  equal to 100
times the aggregate  amount to be distributed  per share to holders of shares of
Common  Stock,  or (2) to the  holders  of shares of stock  ranking  on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preference  Stock,  except  distributions  made ratably on the Series A
Preference Stock and all such parity stock in proportion to the total amounts to
which the  holders  of all such  shares  are  entitled  upon  such  liquidation,
dissolution  or  winding  up.  In the event  the  Corporation  shall at any time
declare  or pay any  dividend  on the Common  Stock  payable in shares of Common
Stock,  or  effect  a  subdivision  or  combination  or   consolidation  of  the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock,  then in each such case the aggregate amount to which
holders of shares of Series A Preference Stock were entitled  immediately  prior
to such event under the proviso in clause (1) of the preceding sentence shall be
adjusted by multiplying  such amount by a fraction the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

               Section 6.  Consolidation,  Merger,  etc. In case the Corporation
shall enter into any consolidation,  merger, combination or other transaction in
which the shares of Common Stock are  exchanged  for or changed into other stock
or securities,  cash and/or any other property, then in any such case each share
of Series A Preference  Stock shall at the same time be  similarly  exchanged or
changed  into an amount  per  share,  subject to the  provision  for  adjustment
hereinafter  set  forth,  equal to 100  times  the  aggregate  amount  of stock,
securities,  cash and/or any other property  (payable in kind),  as the case may
be, into which or for which each share of Common Stock is changed or  exchanged.
In the event the  Corporation  shall at any time  declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the amount set forth in the  preceding  sentence  with  respect to the
exchange or change of shares of Series A  Preference  Stock shall be adjusted by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares of Common Stock outstanding immediately after

                                       -4-

<PAGE>
such event and the  denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

               Section 7. No Redemption. The shares of Series A Preference Stock
shall not be redeemable.

               Section 8. Rank. The Series A Preference  Stock shall be of equal
rank in respect of the  preference  as to  dividends  and to  payments  upon the
liquidation, dissolution or winding up, whether voluntary or involuntary, of the
Corporation, with all shares of Preference Stock of all series.

               Section 9.  Amendment.  The Certificate of  Incorporation  of the
Corporation  shall not be amended in any manner which would  materially alter or
change the  powers,  preferences  or special  rights of the Series A  Preference
Stock so as to affect them adversely without the affirmative vote of the holders
of at least two-thirds of the outstanding  shares of Series A Preference  Stock,
voting together as a single class.

         FOURTH:    This Certificate of Amendment was authorized by the Board of
                    Directors  pursuant  to the  authority  vested  in it by the
                    Certificate of Incorporation of the Company.





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<PAGE>
         IN WITNESS WHEREOF, we have executed and subscribed this Certificate of
Designations,  and do affirm the  foregoing as true under  penalties of perjury,
this 28th day of November , 1997.


                                      By:
                                         -----------------------------------
                                         Robert A. Berman
                                         President


By:
    ------------------------
   Howard G. Anders
   Secretary


                                       -6-