AMENDMENT TO STOCK PURCHASE AGREEMENT

         AMENDMENT  dated  as of  April  28,  1999  (the  "Amendment")  to STOCK
PURCHASE  AGREEMENT  dated as of March 30, 1999 (the  "Agreement")  by and among
WATERMARK  INVESTMENTS  LIMITED LLC, a Delaware limited  liability  company,  as
Buyer (the  "Buyer"),  each of the  parties  listed as sellers on the  signature
pages to the Agreement (the "Sellers") and Hospitality Worldwide Services, Inc.,
a New York corporation ("HWS").

                               W I T N E S S E T H

         WHEREAS,  the Buyer,  the Sellers and HWS are parties to the Agreement;
and

         WHEREAS,  the Buyer,  the  Sellers  and HWS desire to amend and restate
certain provisions of the Agreement;

         NOW, THEREFORE,  in consideration of the premises and  representations,
warranties and agreements herein contained,  the parties hereto, intending to be
legally bound, hereby agree as follows:

         Section 1. Section 1.2 of the  Agreement is hereby  restated to read in
its entirety as follows:

         "Section 1.2 Purchase Consideration.  The aggregate consideration to be
         paid for the Shares (the "Purchase Price") shall consist of:

         (i) $250,000 (the "Deposit") to be paid by Buyer to the Escrow Agent no
             later than the date hereof to hold in escrow  until the Closing (as
             defined  herein),  at which time the  Deposit  shall be paid by the
             Escrow  Agent  to the  Sellers  as  set  forth  on  Exhibit  1,  in
             accordance  with  the  terms  of  this  Agreement  and  the  escrow
             agreement dated as of the date hereof among the Sellers,  Buyer and
             the  Escrow  Agent in the form  attached  hereto as  Exhibit 4 (the
             "Escrow Agreement"), and

        (ii) $250,000  to be  paid by  Buyer  to  Greenberg  Traurig,  P.A.,  as
             representative  of the  Sellers no later than the close of business
             on April 28, 1999 (the "Deposit Payment"),  such Deposit Payment to
             be non-refundable under any circumstances, plus

       (iii) the  amounts  set  forth  on  Exhibit  1 to be paid by Buyer to the
             Sellers at the  Closing,  by  certified  check or wire  transfer of
             immediately available funds to accounts designated by each Seller."



<PAGE>
         Section 2. Section 2.1 of the  Agreement is hereby  restated to read in
its entirety as follows:

         "Section  2.1  Closing  Date.  The  closing  (the   "Closing")  of  the
         transactions contemplated by this Agreement shall take place as soon as
         practicable  after  satisfaction  or waiver of all conditions set forth
         herein  and no later  than  June 18,  1999,  at the  offices  of Olshan
         Grundman Frome Rosenzweig & Wolosky LLP, 505 Park Avenue, New York, New
         York 10022, or such other time and place as Buyer and the Sellers shall
         agree (the date on which such closing  occurs being herein  referred to
         as the "Closing Date")."

         Section 3.  Sections  9.1 and 9.2 are hereby  restated to read in their
entirety as follows:

         "Section 9.1  Termination.  This  Agreement may be  terminated  and the
         transactions contemplated by this Agreement abandoned at any time prior
         to the Closing:

         (a)   By mutual written consent of Buyer and all Sellers;

         (b)   By either Buyer or any Seller if the transactions contemplated by
               this Agreement shall not have been  consummated on or before June
               18, 1999; provided, however, neither Buyer nor any Seller, as the
               case  may be,  may  terminate  this  Agreement  pursuant  to this
               Section  9.1(b)  if any  condition  specified  in  Article  VI or
               Article VII, respectively, is not satisfied or waived or any such
               condition can no longer be satisfied;

         (c)   By any Seller if any condition specified in Article VI hereto has
               not been  met,  or waived  by the  Sellers,  at such time as such
               condition can no longer be satisfied; or

         (d)   By  Buyer  if any  condition  specified  in  Article  VII of this
               Agreement  has not been met, or waived by Buyer,  at such time as
               such condition can no longer be satisfied.

         Section    9.2   Effect   of    Termination;    Release   of   Deposit.


         (a)   In the event of any  termination  of this Agreement in accordance
               with Section 9.1(a) hereof, this Agreement shall forthwith become
               void and there shall be no liability  under this Agreement on the
               part  of  any  party  hereto  or  their  respective   affiliates,
               officers,  directors,  employees  or  agents  by  virtue  of such
               termination and

                                       -2-

<PAGE>
               the Escrow Shares and any other documents delivered to the Escrow
               Agent shall be  delivered  by the Escrow Agent to the Sellers and
               the Deposit  shall be delivered to the Buyer,  each in accordance
               with the terms of the Escrow Agreement.

         (b)   In the event of any  termination  of this Agreement in accordance
               with  Section  9.1(d)  (other  than  resulting  from a failure to
               satisfy  Section  7.1(g))  on or prior to June  18,  1999,  Buyer
               reserves its right to take any action permitted by law, including
               as  provided  in  Section  10.3  hereof.  In  the  case  of  such
               termination, Buyer shall notify the Sellers and the Escrow Agent,
               pursuant to Section 4(c) of the Escrow Agreement.

         (c)   Except as  specifically  provided above, at the close of business
               on June 18,  1999,  the  Deposit and the Escrow  Shares  shall be
               delivered by the Escrow  Agent to the Sellers and this  Agreement
               shall forthwith become void and there shall be no liability under
               this  Agreement  on  the  part  of  any  party  hereto  or  their
               respective affiliates,  officers, directors,  employees or agents
               by virtue of such termination.  In addition,  in the event of any
               termination by any Seller pursuant to Section 9.1(c) based on the
               failure of Buyer to satisfy the  conditions  set forth in Section
               6.1(a) or 6.1(b),  Sellers  reserve  the right to take any action
               permitted by law, including as provided in Section 10.3 hereof."

         Section 4. Exhibit 1 to the  Agreement is hereby  restated as Exhibit 1
attached hereto.

         Section 5. All other  provisions of the Agreement  shall remain in full
force and effect.


                                       -3-
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as
of the day and year hereinabove first set forth.


                                   WATERMARK INVESTMENTS LIMITED, LLC


                                   By:__________________________________________
                                      Name:
                                      Title:

                                   SELLERS


------------------------------     ---------------------------------------------
DOUGLAS PARKER                     PHILIP PARKER



------------------------------     ---------------------------------------------
MITCHELL PARKER                    GREGG PARKER



------------------------------     ---------------------------------------------
BRADLEY PARKER                     LEONARD PARKER


                                   Solely with respect to Sections 10.4 & 10.5

                                   HOSPITALITY WORLDWIDE SERVICES, INC.


                                   By:__________________________________________
                                      Name:
                                      Title:

                                       -4-

<PAGE>
                                    EXHIBIT 1

                                     SHARES


                              Shares of            Shares of
Seller                       Common Stock       Preferred Stock
------                       ------------       ---------------

Leonard Parker                  271,435                   0
Douglas Parker                  401,200                   0
Philip Parker                   375,000                   0
Mitchell Parker                 175,000              40,000
Gregg Parker                    191,198              40,000
Bradley Parker                        0              40,000
                              ---------           ---------
                              1,413,833             120,000



                                 PURCHASE PRICE


<TABLE>
<CAPTION>

                         Escrow            Deposit      Closing          Aggregate
Seller                   Payment           Payment      Payment       Purchase Price
------                   -------           -------      -------       --------------

<S>                     <C>             <C>           <C>             <C>          
Leonard Parker          $ 33,441.00     $ 33,441.00   $1,222,434.25   $1,289,316.25
Douglas Parker            49,428.00       49,428.00    1,806,844.00    1,905,700.00
Philip Parker             46,200.00       46,200.00    1,688,850.00    1,781,250.00
Mitchell Parker           47,497.00       47,497.00    1,736,256.00    1,831,250.00
Gregg Parker              47,497.00       47,497,00    1,813,196.50    1,908,190.50
Bradley Parker            25,937.00       25,937.00      948,126.00    1,000,000.00
                        -----------   -------------   -------------   -------------
                        $250,000.00     $250,000.00   $9,215,706.75   $9,715,706.75
</TABLE>