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 ROBERT BERMAN, residing at 2 River Road, Woodridge, New York
12789 ("Executive").

                              W I T N E S S E T H :

                  WHEREAS,   Executive  has  heretofore  been  employed  by  the
Corporation;

                  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 Chairman of the Board and Chief Executive  Officer,  to perform
the duties and responsibilities  incident to such offices,  subject at all times
to the normal control and direction of the Board of Directors of the Corporation
(the "Board of Directors").

                  2.  Acceptance of Employment;  Time and  Attention.  Executive
hereby  accepts  such  employment  and  agrees  that  throughout  the  Term  (as
hereinafter  defined),  he will devote  substantially his full time,  attention,
knowledge and skills, faithfully, diligently


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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 normal direction and control of the Board
of  Directors.  Executive  shall  be  the  principal  executive  officer  of the
Corporation  and shall in  general  manage  and  control  all of the  day-to-day
operations of the Corporation. Executive shall also perform such specific duties
and shall  exercise such  specific  authority  related to the  management of the
day-to-day  operations  of the  Corporation  consistent  with  his  position  as
Chairman  of the  Board  and  Chief  Executive  Officer  as may be  assigned  to
Executive  from time to time by the Board of Directors.  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.  Notwithstanding  the  foregoing  but subject to Section 9 hereof,
Executive  shall be  permitted  to (i)  serve as a  director  on the  boards  of
directors  of other  corporations  and retain any  compensation  paid  therefor,
provided  that  such  other  interests  do not  materially  interfere  with  the
performance  by  Executive  of his  obligations  hereunder,  and (ii)  engage in
business  affairs  outside the business of the  Corporation  provided  that such
other interests do not materially

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interfere with his obligations  hereunder.  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.  Executive shall be
permitted  to  establish  a  geographic  base from which to  perform  his duties
hereunder.

                  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 three hundred thousand  ($300,000)  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

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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   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

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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  reasonably  incurred by him in connection  with the performance of his
duties  hereunder  and  the  business  of the  Corporation,  including  expenses
relating to the operation and maintenance of a motor vehicle (including, but not
limited  to,  vehicle  loan and lease  payments,  insurance  premiums,  parking,
gasoline and repair  expenditures)  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.

                  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

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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 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

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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.

                  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-

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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  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

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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,  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

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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.

                  (b) In the  event  of  Executive's  Disability,  he  shall  be
entitled to receive 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

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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 in Section  14(b)
below, the Executive may terminate his employment and this Agreement at any time
after the  earlier  to occur of (A) one year  after the Change of Control or (B)
the  occurrence of any of the  following:  (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  of  Manhattan,  then  upon  such  one year  period  or
termination, the Corporation will, on

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or before Executive's last day of providing service hereunder, pay to Executive,
as liquidated damages, a lump sum cash payment equal to 2.99 times the aggregate
of (i) Base  Salary  and (ii) the last Bonus  earned by  Executive  (unless  the
aggregate  of (i) Base  Salary and (ii) the last Bonus  earned by  Executive  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 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  sufficient  in manner to control 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.

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                  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.

                  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.


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                          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.

                  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

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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.

                  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/ Howard G. Anders
                                             ----------------------------------
                                      Name:  Howard G. Anders
                                      Title: Senior Vice President
                                             and Chief Financial
                                             Officer


                                   /S/ ROBERT BERMAN
                                  --------------------------------------------
                                            ROBERT BERMAN


Mr. George Asch
Gray Seifert
380 Madison Avenue
22nd Floor
New York, New York

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