EMPLOYMENT AGREEMENT


                  AGREEMENT  made as of this 1st day of  January,  1998,  by and
between HOSPITALITY  WORLDWIDE  SERVICES,  INC., a New York corporation with its
principal   office  at  450  Park  Avenue,   New  York,   New  York  10022  (the
"Corporation"),  and HOWARD ANDERS,  residing at 30 East 65th Street,  Apt. 15C,
New York, New York 10021 ("Executive").

                              W I T N E S S E T H :

                  WHEREAS, Executive has heretofore been employed pursuant to an
employment  agreement  dated as of April 1, 1996  between  the  Corporation  and
Executive (the "Prior Agreement");

                  WHEREAS,  Executive and the Corporation desire to enter into a
new employment agreement that supersedes and replaces the Prior Agreement;

                  WHEREAS,   the  Corporation  desires  to  continue  to  employ
Executive, and Executive is willing to undertake such employment, upon the terms
and subject to the conditions hereinafter set forth;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants hereinafter set forth, the parties hereto agree as follows:

                  1.  Employment of Executive.  The  Corporation  hereby employs
Executive as its  Executive  Vice  President  and Chief  Financial  Officer,  to
perform the duties and responsibilities incident to such offices, subject at all
times to the control and direction of the Board of Directors of the  Corporation
(the "Board


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of Directors") and the Chief Executive Officer of the Corporation (the "CEO").

                  2.  Acceptance of Employment;  Time and  Attention.  Executive
hereby  accepts  such  employment  and  agrees  that  throughout  the  Term  (as
hereinafter  defined),  he will devote his full time,  attention,  knowledge and
skills, faithfully, diligently and to the best of his ability, in furtherance of
the business of the  Corporation,  and will  perform the duties  assigned to him
pursuant  to Section 1 hereof,  subject,  at all  times,  to the  direction  and
control of the Board of Directors and the CEO. As the Executive  Vice  President
and Chief  Financial  Officer,  Executive shall perform such specific duties and
shall exercise such specific authority as may be assigned to Executive from time
to time by the Board of Directors and the CEO.  Executive  shall at all times be
subject to, observe and carry out such rules, regulations,  policies, directions
and  restrictions as the Corporation  shall from time to time establish.  During
the Term,  Executive  shall not,  without the  written  approval of the Board of
Directors  first had and  obtained in each  instance,  directly  or  indirectly,
accept  employment or compensation  from, or perform services of any nature for,
any business enterprise other than the Corporation and its subsidiaries.  During
the Term,  Executive  shall  not be  entitled  to  additional  compensation  for
rendering  employment  services to subsidiaries of the Company or for serving in
any office of the Corporation or any of its  subsidiaries to which he is elected
or appointed.

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                  3. Term.  Except as  otherwise  provided  herein,  Executive's
employment hereunder shall be for a three (3) year term commencing as of January
1, 1998 (the "Initial Term"), which may be renewed for such one (1) year periods
as the  Corporation  and Executive may mutually agree during the ninety (90) day
period  immediately  prior to the  expiration of the Initial Term or any renewal
thereof  (the  Initial  Term  and  any  such  renewal  thereof  are  hereinafter
collectively referred to as the "Term").

                  4.  Compensation.  The Corporation shall pay to the Executive,
commencing  as of  January  1,  1998,  for the  first  year  of his  employment,
compensation at the rate of two hundred twenty-five  thousand ($225,000) dollars
per year  ("Base  Salary").  For each year  thereafter,  the Base Salary will be
increased by (i) the percentage increase in the consumer price index (the "CPI")
for the New York/Northeastern New Jersey region,  published by the United States
Department of Labor,  at January 1 of such year over the CPI at January 1 of the
prior year or (ii) such  higher  amount as shall be  determined  by the Board of
Directors. Such compensation shall be payable in equal monthly installments.  In
addition, Executive shall be entitled to receive from the Corporation such bonus
(the "Bonus") as the Board of Directors shall in its sole discretion  determine.
All  compensation  paid to Executive  shall be subject to withholding  and other
employment taxes imposed by applicable law.

                  5. Additional  Benefits.  (a) In addition to such Base Salary,
he (and his family) shall be entitled to  participate,  to the extent he is (and
they are) eligible under the terms and

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conditions thereof, in any profit-sharing, pension, retirement, hospitalization,
insurance,  disability,  medical service,  stock option, bonus or other employee
benefit plan generally  available to the executive  officers of the  Corporation
that  may be in  effect  from  time  to time  during  the  Term,  as well as any
discretionary  bonus pool of the Corporation.  The Corporation shall be under no
obligation to institute or continue the  existence of any such employee  benefit
plan.

                  (b) The  Corporation  shall  obtain and maintain in full force
and effect during the Term, at the Corporation's sole cost and expense, a policy
or policies of term  insurance on the life of Executive  in the  aggregate  face
amount of five hundred thousand  ($500,000)  dollars.  Executive shall submit to
any physical examinations  necessary to obtain such policies and shall otherwise
cooperate  with the  Corporation  in  obtaining  such  insurance  coverage.  Any
insurance policy maintained by the Corporation on the life of Executive pursuant
to this Section 5(b) shall be made payable to such  beneficiary or beneficiaries
as  Executive  may  designate  by  written  notice  to the  Corporation  and the
Corporation  agrees,  promptly  upon  receipt of such  notice,  to take all such
action as may be necessary so as to notify the appropriate  insurance company of
any change of beneficiary.

                  6. Reimbursement of Expenses.  The Corporation shall reimburse
Executive in accordance  with  applicable  policies of the  Corporation  for all
expenses,   including  automobile  expenses,   reasonably  incurred  by  him  in
connection with the performance of

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his duties hereunder and the business of the Corporation, upon the submission to
the Corporation of appropriate receipts or vouchers.

                  7.  Facilities  and Personnel.  Executive  shall be provided a
private  office,  secretarial  services  and such  other  facilities,  supplies,
personnel  and  services as shall be required or  reasonably  requested  for the
performance of his duties hereunder.

                  8.  Vacation.  Executive  shall be entitled to four (4) weeks'
paid vacation in respect of each twelve (12) month period during the Term,  such
vacation to be taken at times  mutually  agreeable to Executive and the Board of
Directors and in  accordance  with the  Corporation's  vacation  policy.  Unused
vacation shall be carried over to the subsequent twelve (12) month period.

                  9. Restrictive Covenant. In consideration of the Corporation's
entering into this Agreement, Executive agrees that during the Term, he will not
(i) directly or indirectly own, manage, operate, join, control,  participate in,
invest in, or otherwise be connected with, in any manner, whether as an officer,
director,  employee, partner, investor or otherwise, any business entity that is
engaged in the business of hotel  renovation,  procurement  of hotel  furniture,
fixtures and equipment,  procurement and reordering of hotel operating  supplies
and equipment,  the development of hotel  properties or any other business which
the  Corporation  is then engaged in, (ii) for himself or on behalf of any other
person, partnership, corporation or entity, call on any

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customer of the Corporation  for the purpose of soliciting,  diverting or taking
away any customer from the Corporation,  or (iii) induce,  influence, or seek to
induce or influence, any person engaged as an employee,  representative,  agent,
independent contractor or otherwise by the Corporation,  to terminate his or her
relationship  with the Corporation.  Nothing herein contained shall be deemed to
prohibit  Executive  from  investing his funds in securities of an issuer if the
securities  of such  issuer  are listed  for  trading  on a national  securities
exchange or are traded in the  over-the-counter  market and Executive's holdings
therein represent less than 1% of the total number of shares or principal amount
of the securities of such issuer outstanding.

                  Executive  acknowledges  that the provisions of this Section 9
are  reasonable and necessary for the  protection of the  Corporation,  and that
each provision,  and the period or periods of time,  geographic  areas and types
and scope of  restrictions  on the  activities  specified  herein  are,  and are
intended to be,  divisible.  If any  provision of this Section 9,  including any
sentence,  clause or part hereof,  shall be deemed contrary to law or invalid or
unenforceable in any respect by a court of competent jurisdiction, the remaining
provisions shall not be affected,  but shall,  subject to the discretion of such
court,  remain in full  force  and  effect  and any  invalid  and  unenforceable
provisions  shall be deemed,  without  further action on the part of the parties
hereto, modified, amended and limited to the extent necessary to render the same
valid and enforceable.

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                  10.  Confidential  Information.  Executive  shall  hold  in  a
fiduciary capacity for the benefit of the Corporation all information, knowledge
and data  relating to or  concerned  with its  operations,  sales,  business and
affairs,  and he shall  not,  at any time for a period  of two (2)  years  after
termination  of his  employment  hereunder,  use,  disclose  or divulge any such
information,  knowledge or data to any person,  firm or corporation  (unless the
Corporation no longer treats such information as confidential) other than to the
Corporation  or its  designees  and  employees  or  except as may  otherwise  be
required  in  connection  with the  business  and  affairs  of the  Corporation;
provided,  however,  that  Executive  may disclose or divulge such  information,
knowledge  or data that (i) was known to Executive  at the  commencement  of his
employment with the Corporation;  (ii) is or becomes generally  available to the
public through no wrongful act on Executive's  part; or (iii) becomes  available
to Executive from a person or entity other than the  Corporation;  and provided,
further,  that the  provisions of this Section 10 shall not apply to Executive's
know-how to the extent utilized by him in subsequent  employment  otherwise than
in breach of this Agreement.

                  11.  Intellectual  Property.  Any  idea,  invention,   design,
written  material,  manual,  system,  procedure,  improvement,   development  or
discovery  conceived,  developed,  created  or made by  Executive  alone or with
others,  during the Term and  applicable  to the  business  of the  Corporation,
whether or not  patentable or  registrable,  shall become the sole and exclusive
property of the

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Corporation.  Executive  shall  disclose the same promptly and completely to the
Corporation  and  shall,  during  the Term and at any time and from time to time
hereafter (i) execute all documents  requested by the Corporation for vesting in
the  Corporation  the entire right,  title and interest in and to the same, (ii)
execute all documents  requested by the  Corporation  for filing and prosecuting
such  applications for patents,  trademarks,  service marks and/or copyrights as
the Corporation, in its sole discretion, may desire to prosecute, and (iii) give
the Corporation all assistance it reasonably  requires,  including the giving of
testimony in any suit,  action or proceeding,  in order to obtain,  maintain and
protect the Corporation's right therein and thereto.

                  12.  Equitable  Relief.  The parties hereto  acknowledge  that
Executive's  services  are  unique  and  that,  in the  event of a  breach  or a
threatened  breach by Executive of any of his obligations  under this Agreement,
the Corporation  shall not have an adequate remedy at law.  Accordingly,  in the
event of any such breach or  threatened  breach by  Executive,  the  Corporation
shall be entitled to such equitable and injunctive relief as may be available to
restrain Executive and any business, firm, partnership,  individual, corporation
or entity  participating in such breach or threatened  breach from the violation
of the provisions  hereof.  Nothing herein shall be construed as prohibiting the
Corporation  from pursuing any other remedies  available at law or in equity for
such breach or threatened breach,

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including  the  recovery  of  damages  and  the  immediate  termination  of  the
employment of Executive hereunder.

                  13. Termination for Cause. (a) The Corporation may at any time
dismiss  Executive  for "Cause." For purposes of this  Agreement,  the following
shall  constitute  "Cause":  (i) the death of Executive;  or (ii) the failure of
Executive,  as a result  of  illness,  physical  or mental  disability  or other
incapacity to render the services provided in this Agreement for a period of one
hundred  eighty (180)  consecutive  days or one hundred eighty (180) days during
any one (1) year period  ("Disability");  or (iii) the breach by  Executive of a
fiduciary  duty in the  performance  of his  duties  hereunder  or a breach of a
material  term of this  Agreement,  including  (x) theft,  embezzlement,  fraud,
misappropriation  of funds, other acts of dishonesty or the violation of any law
relating to Executive's  employment;  (y) Executive shall have entered a plea of
guilty  or nolo  contendre  to,  or have  been  found  by a court  of  competent
jurisdiction to be guilty of a felony or other crime involving moral  turpitude;
and  (z) the  breach  by  Executive  of any  other  material  provision  of this
Agreement,   which  breach  is  not  cured  to  the   Corporation's   reasonable
satisfaction  within thirty (30) days after written notice thereof;  or (iv) the
failure  by  Executive  to carry out any  reasonable  directive  of the Board of
Directors  commensurate with Executive's  duties hereunder,  which failure shall
continue for thirty (30) days after written notice thereof.

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                  (b) In the  event  of  Executive's  Disability,  he  shall  be
entitled  to receive so much of the Base  Salary  payments  due under  Section 4
hereof  during the period of his  Disability  and for a period of eighteen  (18)
months thereafter.

                  (c) In the  event of  termination  of  Executive's  employment
hereunder  by reason of his  death,  the  Corporation  shall pay a benefit  (the
"Benefit  Payment") to such person or persons as Executive shall, at his option,
from time to time designate by written instrument delivered to the Corporations,
each  subsequent  designation  to revoke all prior  designations,  or if no such
designation  is made, to  Executive's  estate (the "Payment  Beneficiary").  The
Benefit  Payment  shall  be in  an  amount  equal  to  one  and  one-half  times
Executive's  then  current  Base  Salary,  and shall be payable  to the  Payment
Beneficiary in equal  quarterly  installments  over a period of one and one-half
years,  provided that if the Corporation  then maintains a life insurance policy
on the life of Executive  under which it is the  beneficiary,  the amount of the
death  benefit  payable  thereunder,  to a maximum  amount  equal to the Benefit
Payment,  less  installments of the Benefit Payment  theretofore  paid, shall be
paid to the Payment  Beneficiary on the Benefit Payment installment payment date
next  succeeding the date on which the  Corporation  receives such death benefit
proceeds,  and the remainder of the Benefit  Payment,  if any,  shall be paid in
equal quarterly installments as provided above.

                  14.      Change of Control.  (a)  If prior to termination of
this Agreement, there should be a "Change of Control," as defined

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in Section  14(b) below,  and  thereafter  (i)  Executive's  services  should be
terminated for any reason other than Executive's  voluntary withdrawal or Cause,
or (ii)  Executive  is placed in any  position of lesser  stature than that of a
senior  executive  officer of the Corporation;  is assigned duties  inconsistent
with a senior executive officer or duties which, if performed, would result in a
significant  change in the nature or scope of powers,  authority,  functions  or
duties  inherent in such  position on the date hereof;  is assigned  performance
requirements  or working  conditions  which are at variance with the performance
requirements and working conditions in effect immediately prior to the Change of
Control;  or is accorded  treatment on a general  basis that is in derogation of
his status as a senior executive officer; (iii) any breach of Sections 4 through
8, inclusive, of this Agreement; or (iv) any requirement of the Corporation that
the  location  at  which  Executive   performs  his  principal  duties  for  the
Corporation be outside a radius of 30 miles from the location at which Executive
performed  such  duties  immediately  prior to the Change of  Control,  then the
Executive  may  terminate  his  employment  and this  Agreement  and  upon  such
termination,  the Corporation will pay to Executive,  as liquidated  damages,  a
lump sum cash  payment  equal to 2.99 times Base Salary  (unless  Base Salary is
greater than the "base amount" of  Executive's  compensation,  in which case the
amount  paid to  Executive  hereunder  shall be 2.99 times the "base  amount" of
Executive's  compensation).  For purposes  hereof,  "base amount" shall have the
meaning provided in Section 280G(b)(3)(A) of the

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Internal  Revenue  Code  of  1986,  as  amended,  and the  Proposed  Regulations
thereunder.

                  (b) "Change of Control" shall be deemed to have taken place if
(i) any person, including a group, becomes the beneficial owner of shares of the
Corporation having 50% or more of the total number of votes that may be cast for
the  election of  directors  of the  Corporation;  or (ii) there occurs any cash
tender or exchange offer for shares of the Corporation, merger or other business
combination,  sale of assets or contested  election,  or any  combination of the
foregoing transactions,  and as a result of or in connection with any such event
persons who were  directors of the  Corporation  before the event shall cease to
constitute  a  majority  of the Board of  Directors  of the  Corporation  or any
successor to the Corporation. As used herein, the terms "person" and "beneficial
owner"  have  the  same  meaning  as  such  terms  under  Section  13 (d) of the
Securities  Exchange  Act of 1934,  as  amended,  and the rules and  regulations
hereunder.

                  15. Insurance  Policies.  The Corporation shall have the right
from time to time to purchase,  increase, modify or terminate insurance policies
on the life of Executive for the benefit of the Corporation,  in such amounts as
the Corporation shall determine in its sole discretion. In connection therewith,
Executive  shall,  at such  time or times  and at such  place or  places  as the
Corporation may reasonably direct,  submit himself to such physical examinations
and execute and deliver such documents as the  Corporation may deem necessary or
desirable.

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                  16. Entire Agreement;  Amendment.  This Agreement  constitutes
the entire agreement of the parties hereto,  and any prior agreement between the
Corporation  and  Executive  is  hereby  superseded  and  terminated   effective
immediately  and shall be without  further  force or  effect.  No  amendment  or
modification  shall be valid or binding unless made in writing and signed by the
party against whom enforcement thereof is sought.

                  17. Notices.  Any notice required,  permitted or desired to be
given  pursuant to any of the  provisions of this  Agreement  shall be deemed to
have been  sufficiently  given or served for all purposes if delivered in person
or by responsible  overnight  delivery service or sent by certified mail, return
receipt requested,  postage and fees prepaid as follows:

                           If to the Corporation, at its address set forth
                           above, with copies to:

                           Olshan Grundman Frome & Rosenzweig LLP
                           505 Park Avenue
                           New York, New York  10022
                           Attention: Robert H. Friedman, Esq.

                           If to Executive, at his address set forth above.


Either of the  parties  hereto may at any time and from time to time  change the
address to which  notice  shall be sent  hereunder  by notice to the other party
given under this Section 17. The date of the giving of any notice hand delivered
or delivered by responsible  overnight carrier shall be the date of its delivery
and of any notice sent by mail shall be the date five days after the date of the
posting of the mail.

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                  18. No Assignment; Binding Effect. Neither this Agreement, nor
the right to receive any payments hereunder, may be assigned by Executive.  This
Agreement   shall  be  binding  upon   Executive,   his  heirs,   executors  and
administrators and upon the Corporation, its successors and assigns.

                  19. Waivers. No course of dealing nor any delay on the part of
the Corporation in exercising any rights  hereunder shall operate as a waiver of
any such rights.  No waiver of any default or breach of this Agreement  shall be
deemed a continuing waiver or a waiver of any other breach or default.

                  20.   Governing  Law.  This   Agreement   shall  be  governed,
interpreted  and construed in accordance with the laws of the State of New York,
except that body of law relating to choice of laws.

                  21. Invalidity. If any clause,  paragraph,  section or part of
this Agreement shall be held or declared to be void, invalid or illegal, for any
reason,  by any  court  of  competent  jurisdiction,  such  provision  shall  be
ineffective  but shall not in any way  invalidate  or affect  any other  clause,
paragraph, section or part of this Agreement.

                  22. Further Assurances. Each of the parties shall execute such
documents  and take such other  actions as may be  reasonably  requested  by the
other  party to carry out the  provisions  and  purposes  of this  Agreement  in
accordance with its terms.

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                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Employment  Agreement  to be duly  executed  as of the day and year first  above
written.



                                   HOSPITALITY WORLDWIDE SERVICES, INC.


                                   By:     /s/ Robert Berman
                                           ------------------------------------
                                      Name:  Robert Berman
                                      Title: Chairman of the Board
                                             and Chief Executive
                                             Officer

                                    /s/ HOWARD G. ANDERS
                                   ------------------------------------------
                                                HOWARD G. ANDERS



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