STOCK PURCHASE AGREEMENT



                                  By and Among


                 Watermark Investments Limited, LLC, as Buyer,

                                      and

        Leonard Parker, Douglas Parker, Philip Parker, Mitchell Parker,
                  Gregg Parker and Bradley Parker, as Sellers


                                      and

                      Hospitality Worldwide Services, Inc.







          ------------------------------------------------------------

                           Dated as of March 30, 1999

          ------------------------------------------------------------



<PAGE>

                                TABLE OF CONTENTS
                                                                            Page

                                    ARTICLE I

SALE OF SHARES

     1.1      Delivery of Shares...........................................-2-
     1.2      Purchase Consideration.......................................-3-
     1.3      Transfer Taxes...............................................-3-

              ARTICLE II

CLOSING

     2.1      Closing Date.................................................-3-

                                   ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

     3.1       Ownership...................................................-4-
     3.2       Authority Relative to and Validity of this Agreement........-4-
     3.3       Required Filings and Consents; No Conflict..................-4-
     3.4       Broker......................................................-4-

                                   ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

    4.1        Corporate Organization; Requisite Authority to 
                 Conduct Business..........................................-5-
    4.2        Execution and Delivery......................................-5-
    4.3        Required Filings and Consents; No Conflict.............. ...-5-
    4.4        Broker......................................................-5-
    4.5        Purchase Entirely for Own Account...........................-5-
    4.6        Access to Information, Experience, Etc......................-6-



                                       -i-

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                                                                            Page

                                    ARTICLE V

COVENANTS OF THE SELLERS AND BUYER

     5.1       Covenants of the Sellers Pending the Closing................-6-
     5.2       No Other Negotiations.......................................-7-
     5.3       Additional Covenants........................................-7-

                                   ARTICLE VI

     CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLERS

     6.1       Conditions to Obligations of the Sellers....................-8-

                                   ARTICLE VII

     CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

     7.1       Conditions to Obligations of Buyer..........................-9-

                                  ARTICLE VIII

     INDEMNIFICATION

     8.1       Survival of Representations, Warranties and Agreements.....-10-
     8.2       Indemnification............................................-10-
     8.3       Procedure for Indemnification with 
                  Respect to Third Party Claims...........................-11-

                                   ARTICLE IX

     TERMINATION, AMENDMENT AND WAIVER

     9.1        Termination...............................................-12-
     9.2        Effect of Termination.....................................-12-

                          ARTICLE X

     MISCELLANEOUS

     10.1      Expenses...................................................-13-
     10.2      Notices....................................................-13-
     10.3      Specific Performance.......................................-14-


                                      -ii-

<PAGE>


                                                                            Page

      10.5     Standstill.................................................-15-
      10.6     Entire Agreement...........................................-15-
      10.7     Binding Effect, Benefits, Assignments......................-15-
      10.8     Applicable Law.............................................-16-
      10.9     Jurisdiction...............................................-16-
      10.10    Further Assurances.........................................-16-
      10.11    Severability...............................................-16-
      10.12    Headings...................................................-16-
      10.13    Counterparts...............................................-16-

Exhibits

1              Schedule of Shares
            
2              Director Resignation Letters of the Sellers
            
3(a)           Douglas Parker Employment Agreement
            
3(b)           Amendment to Douglas Parker Employment Agreement
            
4              Escrow Agreement
            
           

                                      -iii-

<PAGE>


                            STOCK PURCHASE AGREEMENT


         STOCK  PURCHASE  AGREEMENT  (the  "Agreement"),  dated as of March ___,
1999,  by and among  WATERMARK  INVESTMENTS  LIMITED,  LLC, a  Delaware  limited
liability  company,  as Buyer (the  "Buyer"),  each of the parties listed on the
signature  pages  hereto,  as Sellers  (each a  "Seller"  and  collectively  the
"Sellers") and Hospitality Worldwide Services, Inc. (the "Company"), solely with
respect to Section 10.4.

                               W I T N E S S E T H

         WHEREAS,  each Seller owns such number of shares of common stock of the
Company, $.01 par value per share ("Common Stock"), and such number of shares of
preferred  stock of Hospitality  Worldwide  Services,  Inc.,  $.01 par value per
share  ("Preferred  Stock")  as set forth on  Exhibit  1  attached  hereto  (the
"Shares"); and

         WHEREAS, the Sellers desire to sell, and Buyer desires to purchase, the
Shares on the Closing Date (as defined herein);

         WHEREAS,  the  Shares  shall be  delivered  to  Olshan  Grundman  Frome
Rosenzweig & Wolosky LLP, as escrow agent ("Escrow  Agent") by the Sellers to be
held until the Closing  Date and a $250,000  deposit  shall be  delivered to the
Escrow Agent by the Buyer to be held until the Closing  Date,  each on the terms
and subject to the conditions set forth in this Agreement;

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

                                    ARTICLE I

                                 SALE OF SHARES

         Section 1.1     Delivery of Shares.

         (a) To the Escrow Agent.  On the date hereof,  each Seller will deliver
to the Escrow Agent a certificate or certificates  representing the Shares owned
by such Seller.  Each of the certificates shall be duly endorsed for transfer or
accompanied by appropriate  stock powers duly executed,  in either case in favor
of Buyer,  and each  certificate  shall have all  necessary  stock  transfer tax
stamps  affixed  thereto at the  expense of the Sellers  (together,  the "Escrow
Shares").

         (b) To the Buyer.  On the terms and subject to the conditions set forth
in this  Agreement,  on the Closing Date, the Escrow Shares shall be released by
the Escrow Agent to the Buyer against payment in full therefor.



                                       -2-

<PAGE>

         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 on 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"), plus

         (ii)     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.

         Section 1.3 Transfer Taxes. Sellers shall pay all stock transfer taxes,
recording fees and other sales,  use,  purchase or similar taxes  resulting from
the transactions contemplated hereby.


                                   ARTICLE II

                                     CLOSING

         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 30 days  following  the date  hereof,  at the  offices  of Olshan
Grundman  Frome  Rosenzweig & Wolosky LLP, 505 Park Avenue,  New York,  New York
10022, or at 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").


                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

         Each Seller,  severally as to the Shares being sold by such Seller, for
good and valuable  consideration,  hereby represents and warrants to Buyer as of
the date hereof and as of the Closing Date, as follows:

         Section 3.1 Ownership. Each Seller owns such number of Shares indicated
across  from his name on  Exhibit  1 free and  clear  of all  liens,  claims  or
encumbrances  of any nature.  The Shares  listed  across from such Seller's name
constitute  all shares of Common Stock and Preferred  Stock owned by such Seller
(other than (i) with respect to Philip  Parker an  additional  21,200  shares of
Common Stock (ii) with respect to Mitchell Parker an additional  1,178 shares of
Common Stock,  and (iii) with respect to Bradley Parker an additional  29,300 of
Common Stock).  Each Seller has full right,  power, legal capacity and authority
to 

                                      -3-

<PAGE>

transfer  and  deliver  the Shares  indicated  across from his name on Exhibit 1
pursuant to this Agreement.

         Section 3.2 Authority Relative to and Validity of this Agreement.  Each
Seller has all requisite  power and authority to enter into this  Agreement,  to
perform  all of his  respective  obligations  hereunder  and to  consummate  the
transactions  contemplated  hereby without the approval of any third party.  All
necessary  action has been taken by each Seller with  respect to the  execution,
delivery and  performance by him of this Agreement and the  consummation  of the
transactions  contemplated hereby and no further authorization will be necessary
to authorize the execution and delivery by him hereof,  and the  performance  of
his respective  obligations  hereunder.  There are no contractual,  statutory or
other  restrictions  of any kind upon the power and  authority of each Seller to
execute  and  deliver  this  Agreement,   and  to  consummate  the  transactions
contemplated  hereunder and no action, waiver or consent by any federal,  state,
municipal or other governmental department,  commission or agency ("Governmental
Authority") is necessary to make this Agreement a valid instrument  binding upon
each Seller in accordance with its terms.  This Agreement has been duly executed
and  delivered  by  each  Seller  and  constitutes,  legal,  valid  and  binding
obligations  of each Seller,  enforceable  against each such party in accordance
with its terms,  except (i) as such  enforceability may be limited by or subject
to any bankruptcy, insolvency, reorganization,  moratorium or other similar laws
affecting  creditors' rights generally,  (ii) as such obligations are subject to
general  principles of equity and (iii) as rights to indemnity may be limited by
federal or state securities laws or by public policy.

         Section 3.3 Required  Filings and Consents;  No Conflict.  No Seller is
required to submit any  notice,  report or other  filing  with any  Governmental
Authority in connection  with the  execution,  delivery or  performance  of this
Agreement,  other  than  notices,  reports  or  other  filings  required  by the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

         Section 3.4 Broker. No broker,  finder or investment banker is entitled
to any  brokerage or finder's fee or other  commission  in  connection  with the
transactions  contemplated hereby based on the arrangements made by or on behalf
of any of the Sellers.


                                   ARTICLE IV

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer hereby represents and warrants to the Sellers as follows:

         Section 4.1  Corporate  Organization;  Requisite  Authority  to Conduct
Business. Buyer is a limited liability company duly organized,  validly existing
and in good standing under the

                                       -4-

<PAGE>

laws of the State of Delaware.  Buyer has full corporate  power and authority to
enter  into  this  Agreement,  to  perform  its  obligations  hereunder  and  to
consummate the transactions  contemplated  hereby.  This Agreement has been duly
authorized  and approved by Buyer and no further  action on the part of Buyer or
its members will be necessary to authorize  the execution and delivery by it of,
and the  performance of its  obligations  under,  this  Agreement.  There are no
contractual,  statutory  or other  restrictions  of any kind  upon the power and
authority of Buyer to execute and deliver this  Agreement and to consummate  the
transactions  contemplated  hereunder,  and no action,  waiver or consent by any
Governmental  Authority is necessary to make this  Agreement a valid  instrument
binding upon Buyer in accordance with its terms.

         Section  4.2  Execution  and  Delivery.  This  Agreement  has been duly
executed and  delivered by Buyer and  constitutes  its legal,  valid and binding
obligations,  enforceable against it in accordance with its terms, except (i) as
such enforceability may be limited by or subject to any bankruptcy,  insolvency,
reorganization,  moratorium or other similar laws  affecting  creditors'  rights
generally,  (ii) as such obligations are subject to general principles of equity
and (iii) as rights to indemnity  may be limited by federal or state  securities
laws or by public policy.

         Section 4.3 Required  Filings and Consents;  No Conflict.  Buyer is not
required to submit any  notice,  report or other  filing  with any  Governmental
Authority in connection  with the  execution,  delivery or  performance  of this
Agreement, other than notices, reports or other filings required by the Exchange
Act.

         Section 4.4 Broker. No broker,  finder or investment banker is entitled
to any  brokerage or finder's fee or other  commission  in  connection  with the
transactions  contemplated hereby based on the arrangements made by or on behalf
of Buyer.

         Section 4.5   Purchase  Entirely  for Own  Account.  The  Shares  to be
purchased by Buyer  pursuant to the terms hereof will be acquired for investment
for Buyer's own account,  not as a nominee or agent,  and not with a view to the
resale or  distribution of any part thereof.  Buyer has no present  intention of
selling,  granting any  participation  in, or otherwise  distributing the Shares
acquired by Buyer. Buyer has no contract, undertaking,  agreement or arrangement
with any person to sell or transfer,  or grant any  participation to such person
or to any third person, with respect to any Shares to be acquired by Buyer.

         Section 4.6 Access to Information, Experience, Etc.

                  (a)  Buyer has  received  and read and is  familiar  with this
Agreement.  Buyer has had an opportunity to ask questions of and receive answers
from the Sellers and the Company  concerning  the terms and  conditions  of this
investment.   Buyer  has   substantial   experience  in  evaluating   non-liquid
investments such as the Shares and is capable of evaluating the merits and risks
of an investment in the Company.  Buyer is an "accredited investor" as that term
is defined in Rule 501 of Regulation D promulgated  under the  Securities Act of
1933,  as amended.  Buyer is an affiliate of the Chairman of the Board and Chief
Executive Officer of the Company.


                                       -5-

<PAGE>


                  (b) Buyer has been furnished  access to such  information  and
documents as Buyer has requested and Buyer has been afforded an  opportunity  to
ask  questions  of, and  receive  answers  from,  the  Sellers  and the  Company
concerning  the terms and  conditions of this  Agreement and the purchase of the
Shares and all other matters deemed relevant to Buyer.

                  Buyer  acknowledges that it has had an opportunity to evaluate
all information  regarding  purchase of the Shares as it has deemed necessary or
desirable in connection  with the  transactions  contemplated by this Agreement,
has independently evaluated the transactions  contemplated by this Agreement and
has reached its own decision to enter into this Agreement.

                  Buyer is capable of bearing the economic risk of an investment
in the Shares and acknowledges that the Shares will not be transferable  without
registration under the Securities Act of 1933 or an exemption therefrom.



                                    ARTICLE V

                       COVENANTS OF THE SELLERS AND BUYER

         Section 5.1 Covenants of the Sellers  Pending the Closing.  Each Seller
covenants  and agrees that  between the date of this  Agreement  and the Closing
Date,  directly or indirectly,  to not do any of the following without the prior
written consent of Buyer:

         (a) sell, pledge, dispose of, encumber, authorize, or propose the sale,
pledge, disposition,  encumbrance or authorization of any Shares or any options,
warrants,  convertible  securities  or other  rights of any kind to acquire  any
Shares; or

         (b) acquire,  directly or indirectly,  any additional  shares of Common
Stock or Preferred Stock; or

         (c) take,  or agree in writing or  otherwise  to take any action  which
would make any of its representations or warranties  contained in this Agreement
untrue or incorrect in any material  respect as of the date when made or as of a
future date.

         Section 5.2 No Other Negotiations. Each Seller agrees that, between the
date hereof and the Closing Date, that he will not nor will he permit any of his
affiliates (including any officers,  directors,  employees,  financial advisors,
brokers,  stockholders or any other person acting on their behalf) to, (i) enter
into any agreement with a third party with respect to the acquisition,  directly
or indirectly, of the Shares, or (ii) enter into negotiations with a third party
regarding such an agreement.

         Section 5.3 Additional  Covenants.  Each Seller and Buyer covenants and
agrees:


                                       -6-

<PAGE>

         (a) Best  Efforts.  To proceed  diligently  and use its best efforts to
take or cause to be taken all  actions  and to do or cause to be done all things
necessary,  proper and advisable to consummate the transactions  contemplated by
this Agreement.

         (b) Compliance.  To comply in all material respects with all applicable
rules and  regulations  of any  Governmental  Authority in  connection  with the
execution,  delivery and  performance  of this  Agreement  and the  transactions
contemplated hereby.

         (c)  Notice.  To give  prompt  notice  to the  other  party  of (i) the
occurrence,  or failure to occur,  of any event whose  occurrence  or failure to
occur, would be likely to cause any representation or warranty contained in this
Agreement to be untrue or incorrect in any material respect at any time from the
date hereof to the Closing Date and (ii) any material failure on its part, or on
the part of any of its officers, directors,  employees or agents, to comply with
or satisfy any covenant, condition or agreement to be complied with or satisfied
by it hereunder;  provided,  however, that the delivery of any such notice shall
not limit or  otherwise  affect the  remedies  available  hereunder to the party
receiving such notice.

         (d) Announcements. That all public announcements,  statements and press
releases  concerning the  transactions  contemplated  by this Agreement shall be
mutually  agreed to by Buyer and the Sellers  before the  issuance or the making
thereof  and,  subject to the advice of  counsel,  no party shall issue any such
press releases or make any such public statement prior to such mutual agreement,
except as may be required by law.



                                   ARTICLE VI

               CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLERS

         Section 6.1 Conditions to Obligations of the Sellers.  The  obligations
of the Sellers under this Agreement are subject to the satisfaction, on or prior
to the Closing  Date,  unless  waived in writing by the Sellers,  of each of the
following conditions:

                             (a)   Representations   and   Warranties.   Buyer's
               representations  and  warranties  set forth in Article IV of this
               Agreement  shall  have  been  true and  correct  in all  material
               respects  when made and shall be true and correct in all material
               respects at and as of the Closing as if such  representations and
               warranties were made as of the Closing.

                             (b)   Performance  of  Agreement.   All  covenants,
               conditions and other  obligations  under this Agreement which are
               to be  performed  or  complied  with by  Buyer  shall  have  been
               performed and complied with in all material  respects on or prior
               to the  Closing  including  the  delivery  of funds and the fully
               executed  instruments  and  documents  in  accordance  with  this
               Agreement.



                                      -7-

<PAGE>



                             (c)  No  Adverse  Proceeding.  There  shall  be  no
               pending or threatened  claim,  action,  litigation or proceeding,
               judicial or administrative, or governmental investigation against
               Buyer or any Seller by a third party for the purpose of enjoining
               or preventing the  consummation of this  Agreement,  or otherwise
               claiming  that  this  Agreement  or the  consummation  hereof  is
               illegal.

                             (d) Certificates. Buyer shall have delivered to the
               Sellers a  certificate,  dated the Closing  Date,  executed by an
               officer of Buyer to the effect that the  conditions  set forth in
               subsections  (a),  (b) and  (c) of this  Section  6.1  have  been
               satisfied.

                             (e) Escrow Instruction.  Buyer shall have delivered
               to the Escrow  Agent its  executed  counterpart  of the Notice of
               Release attached to the Escrow Agreement.

                             (f)  Consents  and   Approvals.   All  filings  and
               registrations  with, and  notifications  to, all federal,  state,
               local and foreign  authorities  required for  consummation of the
               transactions contemplated by this Agreement shall have been made,
               and all consents,  approvals and  authorizations  of all federal,
               state, local and foreign authorities required for consummation of
               the  transactions  contemplated by this Agreement shall have been
               received and shall be in full force and effect.


                                   ARTICLE VII

                  CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

         Section 7.1  Conditions to  Obligations  of Buyer.  The  obligations of
Buyer under this Agreement are subject to the  satisfaction,  on or prior to the
Closing  Date,  unless  waived in  writing  by Buyer,  of each of the  following
conditions:

                             (a)    Representations    and    Warranties.    The
               representations  and  warranties  of the  Sellers  set  forth  in
               Article III of this Agreement shall have been true and correct in
               all material  respects when made and shall be true and correct in
               all  material  respects  at  and  as of the  Closing  as if  such
               representations and warranties were made as of the Closing.

                             (b)   Performance  of  Agreement.   All  covenants,
               conditions and other  obligations  under this Agreement which are
               to be performed or complied  with by the Sellers  shall have been
               performed and complied with in all material  respects on or prior
               to the Closing including, without limitation, the delivery of (i)
               the  certificates  of the Shares pursuant to the terms of, and as
               more  fully set forth in,  Section  1.1 and (ii)  fully  executed
               instruments and documents in accordance with this Agreement.

                             (c)  No  Adverse  Proceeding.  There  shall  be  no
               pending or threatened  claim,  action,  litigation or proceeding,
               judicial or administrative, or governmental investigation against
               Buyer or the  Sellers  by any  third  party  for the  purpose  of
               enjoining or preventing



                                       -8-

<PAGE>



               the  consummation of this Agreement,  or otherwise  claiming that
               this Agreement or the consummation hereof is illegal.

                             (d) Certificates.  Each Seller shall have delivered
               to Buyer a certificate, dated the Closing Date to the effect that
               the conditions set forth in subsections  (a), (b) and (c) of this
               Section 7.1 have been satisfied.

                             (e) Resignation  Letters.  The Resignation  Letters
               attached hereto as Exhibit 2 shall be executed on the date hereof
               by Douglas  Parker and Leonard  Parker and shall be in full force
               and effect on the Closing Date.

                             (f)  Employment   Agreement.   The  Douglas  Parker
               Employment  Agreement attached hereto as Exhibit 3(a), as amended
               by the Amendment  attached hereto as Exhibit 3(b) and executed on
               the date hereof, shall be in full force and effect on the Closing
               Date.

                             (g) Financing Condition.  Buyer shall have obtained
               sufficient  financing  to  purchase  the Shares on such terms and
               conditions satisfactory to Buyer, in its sole discretion.

                             (h)  Escrow  Instruction.  Each  Seller  shall have
               delivered  to the Escrow  Agent an  executed  counterpart  of the
               Notice of Release attached to the Escrow Agreement.

                             (i)  Consents  and   Approvals.   All  filings  and
               registrations  with, and  notifications  to, all federal,  state,
               local and foreign  authorities  required for  consummation of the
               transactions contemplated by this Agreement shall have been made,
               and all consents,  approvals and  authorizations  of all federal,
               state, local and foreign authorities required for consummation of
               the  transactions  contemplated by this Agreement shall have been
               received and shall be in full force and effect.


                                  ARTICLE VIII

                                 INDEMNIFICATION

         Section 8.1 Survival of  Representations,  Warranties  and  Agreements.
Subject to the  limitations  set forth in this Article VIII and  notwithstanding
any  investigation  conducted at any time with regard thereto by or on behalf of
Buyer or the Sellers, all representations,  warranties, covenants and agreements
of Buyer and the Sellers in this Agreement shall survive the execution, delivery
and performance of this Agreement and shall be deemed to have been made again by
Buyer and the Sellers at and as of the  Closing.  The  obligation  of  indemnity
provided  herein shall  survive the  Closing.  All  statements  contained in any
Exhibit,  Schedule,  statement,  certificate  or other writing  pursuant to this
Agreement or in connection with the  transactions  contemplated  hereby shall be
deemed  representations  and warranties of Buyer or Sellers, as the case may be,
set forth in this Agreement within the meaning of this Article.


                                       -9-

<PAGE>

         Section 8.2 Indemnification.

         (a) Subject to the  limitations  set forth in this Article  VIII,  each
Seller  severally and not jointly,  shall indemnify and hold harmless Buyer from
and against any and all losses,  liabilities,  damages,  demands, claims, suits,
actions,  judgments  or  causes  of  action,  assessments,  costs  and  expenses
including, without limitation,  interest, penalties, reasonable attorneys' fees,
any  and  all  reasonable  expenses  incurred  in  investigating,  preparing  or
defending  against  any  litigation,  commenced  or  threatened,  or  any  claim
whatsoever,  and  any  and  all  amounts  paid in  settlement  of any  claim  or
litigation (collectively,  "Damages"),  asserted against,  resulting to, imposed
upon, or incurred or suffered by Buyer,  directly or indirectly,  as a result of
or  arising  from any  inaccuracy  in or breach  of any of the  representations,
warranties  or  agreements  made  in  this  Agreement  by  that  Seller  or  the
non-performance  of any  covenant or  obligation  to be performed by that Seller
under this Agreement  (individually  an  "Indemnifiable  Claim" and collectively
"Indemnifiable  Claims"  when used in the  context  of Buyer as the  Indemnified
Party (as defined below)).


         (b) Subject to the  limitations  set forth in this Article VIII,  Buyer
shall  indemnify  and hold the  Sellers  harmless  from and  against any and all
Damages asserted against, resulting to, imposed upon, or incurred or suffered by
any  Seller,  directly  or  indirectly,  as a  result  of or  arising  from  any
inaccuracy in or breach of any of the representations,  warranties or agreements
made in this  Agreement  by  Buyer or the  non-performance  of any  covenant  or
obligation  to be  performed  by Buyer  under this  Agreement  (individually  an
"Indemnifiable Claim" and collectively  "Indemnifiable  Claims" when used in the
context of Seller as the Indemnified Party).

         (c)  Without  duplication  of  Damages,  Buyer  shall be deemed to have
suffered  Damages  arising out of or resulting  from the matters  referred to in
subsection (a) above if the same shall be suffered by any parent,  subsidiary or
affiliate of Buyer.

         Section 8.3 Procedure for  Indemnification  with Respect to Third Party
Claims.  The Indemnified Party shall give the Indemnifying  Party prompt written
notice of any third party claim, demand, assessment, suit or proceeding to which
the indemnity set forth in this Article VIII applies which notice shall describe
said claim in reasonable detail (the "Indemnification Notice").  Notwithstanding
the foregoing,  the Indemnified  Party shall not have any obligation to give any
notice of any  assertion of liability by a third party unless such  assertion is
in writing, and the rights of the Indemnified Party to be indemnified  hereunder
in respect of any third  party  claim  shall not be  adversely  affected  by its
failure to give notice pursuant to the foregoing  unless and, if so, only to the
extent that,  the  Indemnifying  Party is  materially  prejudiced  thereby.  The
Indemnifying  Party shall have the right to control the defense or settlement of
any such  action  subject to the  provisions  set forth  below in the event such
claim solely  involves an action for  monetary  damages and could not affect the
Indemnified  Party's business going forward,  but the Indemnified  Party may, at
its election, participate in the defense of any action or proceeding at its sole
cost and expense.  Notwithstanding the foregoing,  if there exists a conflict of
interest that


                                      -10-

<PAGE>

would  make  it  inappropriate  for the  same  counsel  to  represent  both  the
Indemnified  Party,  on the one hand, and the  Indemnifying  Party, on the other
hand, in connection with any  Indemnifiable  Claim,  then the Indemnified  Party
shall be entitled to retain its own counsel as is reasonably satisfactory to the
Indemnifying Party at the Indemnifying  Party's expense.  In the event that such
Indemnified  Party  shall  seek   indemnification   as  provided  herein,   such
Indemnified  Party  shall  make  available  to the  Indemnifying  Party,  at its
expense,  all witnesses,  pertinent  records,  materials and  information in the
Indemnified Party's possession or under the Indemnified Party's control relating
thereto  as is  reasonably  required  by  the  Indemnifying  Party.  Should  the
Indemnifying  Party  fail to defend any such  Indemnifiable  Claim  (except  for
failure resulting from the Indemnified  Party's failure to timely give notice of
such  Indemnifiable   claim),  then,  in  addition  to  any  other  remedy,  the
Indemnified Party may settle or defend such action or proceeding through counsel
of its own choosing and may recover  from the  Indemnifying  Party the amount of
such  settlement,  demand,  or any  judgment  or decree and all of its costs and
expenses,  including  reasonable fees and  disbursements  of counsel.  Except as
permitted in the preceding sentence,  the Indemnifying Party shall not be liable
for any settlement effected without its written consent, which consent shall not
be unreasonably  withheld;  provided,  however, if such approval is unreasonably
withheld, the liability of the Indemnifying Party shall be limited to the amount
of the  proposed  compromise  or  settlement  and the amount of the  Indemnified
Party's  reasonable  counsel fees incurred in defending such claim, as permitted
by the preceding  sentence,  at the time such consent is unreasonably  withheld.
Notwithstanding  the preceding  sentence,  the right of the Indemnified Party to
compromise  or  settle  any  claim  without  the prior  written  consent  of the
Indemnifying  Party  shall  only  be  available  if a  complete  release  of the
Indemnifying  Party is  contemplated  to be part of the proposed  compromise  or
settlement of such third party claim.


                                   ARTICLE IX

                        TERMINATION, AMENDMENT AND WAIVER

         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 thirty days  following the date hereof;
               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


                                      -11-

<PAGE>

                             (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 the Escrow Shares 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 30 days
               following the date hereof,  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,  thirty
               days following the date hereof, 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.

                                    ARTICLE X

                                  MISCELLANEOUS

         Section 10.1  Expenses.  All costs and expenses  incurred in connection
with this Agreement and the  transactions  contemplated  hereby shall be paid by
the party incurring such costs and expenses;  provided, however, in the event of
the breach of this  Agreement  by a party,  such  party  shall pay all costs and
expenses  incurred  in  connection  with  this  Agreement  and the  transactions
contemplated hereby by the other party.

         Section  10.2  Notices.  All  notices,   requests,  demands  and  other
communications  which are required or may be given under this Agreement shall be
in writing and shall be deemed to have been duly given when delivered personally
or by facsimile transmission, in either case with receipt acknowledged, or three
days after being sent by registered or certified mail, return receipt requested,
postage prepaid:


                                      -13-

<PAGE>


                  (a) If to Buyer to:

                      Watermark Investments Limited, LLC
                      77 West Wacker Drive
                      Chicago, Illinois  60601

                      with a copy (which shall not constitute notice) to:

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

                  (b) If to the Sellers to:

                      Douglas Parker, as agent
                      450 Park Avenue, Suite 2603
                      New York, New York 10022


                      with a copy (which shall not constitute notice) to:

                      Greenberg Traurig
                      1221 Brickell Avenue
                      Miami, Florida 33133
                      Attention: Gary Epstein

                  (c) If to the Company

                      Hospitality Worldwide Services, Inc.
                      450 Park Avenue, Suite 2603
                      New York, New York 10022

                      with a copy (which shall not constitute notice) to:

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

or to such other address as any party shall have  specified by notice in writing
to the other in compliance with this Section 10.2.



                                      -13-

<PAGE>


         Section 10.3 Specific  Performance.  The parties hereto recognize that,
because  of the  nature of the  subject  matter of this  Agreement,  it would be
impractical and extremely  difficult to determine actual damages in the event of
a breach of this Agreement. Accordingly, if either party commits a breach of any
of the provisions of hereof, as applicable,  of this Agreement,  the other party
shall  have  the  right to seek  and  receive  a  temporary  restraining  order,
injunction or other equitable  remedy relating to the prevention or cessation of
such breach, including,  without limitation, the right to have the provisions of
this Agreement specifically enforced by any court having equity jurisdiction, it
being  acknowledged  and agreed that any such breach or  threatened  breach will
cause  irreparable  injury and that money  damages  will not provide an adequate
remedy.

         Section 10.4 Releases

         (a) Release by Each Seller of the Company and Buyer. Effective upon the
Closing,  each Seller,  on behalf of himself and his affiliates,  successors and
assigns,  hereby release and discharge the Company and Buyer, their subsidiaries
and affiliates, and their directors,  officers,  employees,  agents, consultants
and their successors and assigns  (together,  the "Company  Releasees") from all
actions,  causes  of  action,  suits,  debts,  dues,  sums of  money,  accounts,
reckonings,  bonds, bills,  specialties,  covenants,  contracts,  controversies,
agreements,  promises, variances,  trespasses,  damages, judgments,  executions,
claims,  and demands  whatsoever,  in law or equity,  which  against the Company
Releasees, each Seller and his affiliates,  successors and assigns ever had, now
have or hereafter can, shall or may have, for, upon, or by reason of any matter,
cause or thing  whatsoever  from the  beginning of the world to the date of this
Agreement.  The foregoing release shall not extend to (i) the obligations of the
Company  and  its  affiliates  to  perform  their   obligations  under  existing
employment  agreements  from the date of this Agreement and shall not affect the
provisions of those agreements, as amended, which shall remain in full force and
effect or (ii) to any actions,  causes of action, demands, etc. arising from the
breach or the claimed breach of this Agreement. In addition, the foregoing shall
not release the Company or its affiliates  from  obligations of indemnity  under
the Company's  Certificate of  Incorporation  or By-Laws,  the New York Business
Corporation Law or by contract.

         (b) Release by the Company and Buyer of the Sellers. Effective upon the
Closing,  the Company and Buyer,  on behalf of themselves and their  affiliates,
successors  and assigns,  hereby  release and  discharge  each  Seller,  and his
successors  and assigns  (together,  the "Parker  Releasees")  from all actions,
causes of action,  suits,  debts,  dues,  sums of money,  accounts,  reckonings,
bonds, bills,  specialties,  covenants,  contracts,  controversies,  agreements,
promises, variances,  trespasses,  damages, judgments,  executions,  claims, and
demands whatsoever,  in law or equity,  which against the Parker Releasees,  the
Company and Buyer and their  affiliates,  successors  and assigns  ever had, now
have or hereafter can, shall or may have, for, upon, or by reason of any matter,
cause or thing  whatsoever  from the  beginning of the world to the date of this
Agreement.  The  foregoing  release  shall not extend to any actions,  causes of
action,  demands, etc. arising from the breach or the claimed breach (i) of this
Agreement  by any Seller or (ii) of any  employment  agreement  between a Seller
(other than Douglas Parker) and the Company by such Seller.


                                      -14-

<PAGE>


         Section 10.5  Standstill.  No Seller  shall,  for a period of two years
following  the  Closing,  (a) make any public  announcement  with respect to, or
submit any proposal for, a transaction  involving the  acquisition  of assets of
the Company by such Seller, whether directly or indirectly,  nor (b) directly or
indirectly,  by purchase or otherwise, by himself or along with others, acquire,
offer to acquire,  or agree to  acquire,  ownership  or options to acquire  such
ownership of any voting  securities  of the Company (or otherwise act in concert
with any person which so acquires,  offers to acquire, or agrees to acquire), or
otherwise seek to influence or control the management or policies of the Company
without the Company's prior written consent.  The foregoing shall not,  however,
prohibit  the  ownership  by any Seller of an interest in a mutual fund or other
similar  investment  vehicle which fund or vehicle has an ownership  interest in
the Company as one of many investments.

         Section 10.6 Entire  Agreement.  This Agreement  constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements,  representations  and understandings  among the
parties hereto.

         Section 10.7 Binding  Effect,  Benefits,  Assignments.  This  Agreement
shall inure to the benefit of and be binding  upon the parties  hereto and their
respective  successors  and  assigns;  nothing in this  Agreement,  expressed or
implied,  is  intended  to confer on any other  person,  other than the  parties
hereto  or their  respective  successors  and  assigns,  any  rights,  remedies,
obligations or liabilities under or by reason of this Agreement.  This Agreement
may not be  assigned  without  the prior  written  consent of the other  parties
hereto;  provided,  however,  that Buyer may  assign its rights and  obligations
under this  Agreement  without the consent of the other parties so long as Buyer
remains obligated hereunder.

         Section 10.8  Applicable  Law. This  Agreement and the legal  relations
between the parties hereto shall be governed by and construed in accordance with
the laws of the State of New York,  without  regard to conflicts of law rules of
such state.

         Section  10.9   Jurisdiction.   Each  of  the  parties   hereto  hereby
irrevocably submits to the exclusive  jurisdiction of any Florida state court or
Federal  court  sitting  in the State of Florida  over any action or  proceeding
arising out of or relating to this Agreement and the  transactions  contemplated
hereby and each of the parties hereto hereby  irrevocably agrees that all claims
in respect of such action or  proceeding  shall be heard and  determined in such
Florida state or Federal court.  Each of the parties  hereto hereby  irrevocably
waives, to the fullest extent legally  possible,  the defense of an inconvenient
forum to the maintenance of such action or proceeding.

         Section 10.10 Further  Assurances.  At, and from time to time after the
Closing  Date,  at  the  request  and  expense  of  Buyer  but  without  further
consideration,  the Sellers will execute and deliver such other  instruments  of
conveyance,  assignment,  transfer,  and  delivery and take such other action as
Buyer  reasonably  may request in order more  effectively  to convey,  transfer,
assign and deliver to Buyer, and to place Buyer in possession and control of the
Shares,  or to enable Buyer to exercise and enjoy all rights and benefits of the
Sellers with respect to the Shares.



                                      -15-

<PAGE>

         Section  10.11  Severability.  With  respect to any  provision  of this
Agreement  finally  determined  by a  court  of  competent  jurisdiction  to  be
unenforceable,  such court shall have  jurisdiction  to reform such provision so
that it is  enforceable  to the maximum  extent  permitted  by law,  and all the
parties hereto shall abide by such court's determination.  In the event that any
provision of this Agreement  cannot be reformed,  such provision shall be deemed
to be severed from this  Agreement,  but every other provision of this Agreement
shall remain in full force and effect.

         Section 10.12 Headings. The headings and captions in this Agreement are
included for purposes of convenience  only and shall not affect the construction
or interpretation of any of its provisions.

         Section   10.13   Counterparts.   This   Agreement   may  be   executed
simultaneously  in two or more  counterparts,  each of which  shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.


                                      -16-

<PAGE>

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


                                    WATERMARK INVESTMENTS LIMITED, LLC


                                    By: /s/ Scott A. Kaniewski
                                       ---------------------------------------
                                    Name:  Scott A. Kaniewski
                                    Title:


                                    SELLERS

/s/ Douglas Parker                   /s/ Philip Parker
------------------------------      ------------------------------------------
DOUGLAS PARKER                      PHILIP PARKER


/s/ Mitchell Parker                 /s/ Gregg Parker
------------------------------      ------------------------------------------
MITCHELL PARKER                     GREGG PARKER


/s/ Bradley Parker                  /s/ Leonard Parker
------------------------------      ------------------------------------------
BRADLEY PARKER                      LEONARD PARKER


                                    Solely with respect to Sections 10.4 & 10.5

                                    HOSPITALITY WORLDWIDE SERVICES, INC.


                                    By: /s/ Robert A. Berman
                                       ---------------------------------------
                                    Name: Robert A. Berman
                                    Title:  Chairman and CEO



                                      -17-

<PAGE>


                                    EXHIBIT 1

                                     SHARES


                                                             Shares of Preferred
Seller                       Shares of Common Stock                Stock
------                       ----------------------                -----  
Leonard Parker                       271,435                            0
Douglas Parker                       401,200                            0
Philip Parker                        375,000                            0
Mitchell Parker                      175,000                       40,000
Gregg Parker                         175,000                       40,000
Bradley Parker                             0                       40,000
                                     -------                      -------
                                   1,397,635                      120,000



                                 PURCHASE PRICE

                                                                 Aggregate
                       Escrow               Closing               Purchase
Seller                 Payment              Payment                 Price
------                 -------              -------                 -----
Leonard Parker         33,441             1,252,875.25         $1,289,316.25
Douglas Parker         49,428             1,856,272             1,905,700
Philip Parker          46,200             1,735,050             1,781,250
Mitchell Parker        47,497             1,783,753             1,831,250
Gregg Parker           47,497             1,783,753             1,831,250
Bradley Parker         25,937               974,063             1,000,000
                     --------             ----------           -----------
                      250,000             9,388,766.25         $9,638,766.25



                                      -18-

<PAGE>
                                    EXHIBIT 2


           [Form of Resignation for Douglas Parker and Leonard Parker]


March 30, 1999




Board of Directors of Hospitality Worldwide Services, Inc.
Hospitality Worldwide Services, Inc.
450 Park Avenue, 26th Floor
New York, New York

To the Board of Directors of Hospitality Worldwide Services, Inc.:

Reference is hereby made to the Stock Purchase  Agreement  dated as of March 30,
1999 by and among  Watermark  Investments  Limited,  LLC and each of the parties
listed  on  the  signature  pages  thereto  (the  "Stock  Purchase  Agreement").
Effective upon the Closing (as defined in the Stock  Purchase  Agreement) of the
Stock Purchase Agreement, I hereby resign as a Director of Hospitality Worldwide
Services, Inc.

                                Very truly yours,