<PAGE>

EXHIBIT 10.7


                                CREDIT AGREEMENT

                                     BETWEEN

                            BANK LEUMI USA, AS LENDER

                                       AND

                   HOTEL OUTSOURCE SERVICES, INC., AS BORROWER






                                                           Dated: July    , 2002

<PAGE>
                                TABLE OF CONTENTS


                                                       Page

SECTION     1.     DEFINITIONS                          1
SECTION     2.     FINANCING                            4

     2.1          Term  Loan                            4
     2.2          Interest                              4

                  2.2.1  Rate                           4
                       2.2.2  Overdue  Payments              4

     2.3          Prepayment                            4
     2.4          Manner  of  Payments                  4
     2.5          Security                              5

                  2.5.1  Security  Agreement            5
                  2.5.2  Guarantee                      5

SECTION     3.     CONDITIONS  PRECEDENT                5

     3.1.          Evidence  of  Corporate  Action      5
     3.2.          Representations  and  Warranties     6
     3.3.          Borrower's  Obligations              6
     3.4.          Opinion                              6
     3.5          Event  of  Default                    6

SECTION     4.     REPRESENTATIONS  AND  WARRANTIES     6

     4.1          Organization                          6

                  4.1.1  Borrower's  Corporate
                         Existence and Good  Standing   6
                  4.1.2  Organization  Chart            6
                  4.1.3  Corporate  Existence  and
                         Good  Standing                 6

     4.2          Authority                             7

                  4.2.1   Borrower's  Authority         7
                  4.2.2   Guarantor's  Authority        7

     4.3          No  Conflicts                         7
     4.4          Compliance  and  Other  Agreements    8

<PAGE>
                  4.4.1  Agreements,  etc.              8
                  4.4.2  Orders,  etc.                  8
                  4.4.3  Agreements,  Etc.              8

     4.5          ERISA                                 8
     4.6          Investment  Company                   9
     4.7          Approvals  and  Consents              9
     4.8          Regulation  U,  etc                   9
     4.9          Financial  Statements                 9
     4.10          Taxes                                10
     4.11          Title  to  Properties/Priority
                   of Liens                             10

                  4.11.1  Title                         10
                  4.11.2  Security  Interest            10

     4.12          Litigation                           10
     4.13          Insurance                            10
     4.14          Disclosure                           11
     4.15          No  Event  of  Default               11
     4.16          Use  of  Proceeds                    11
     4.17          Hyatt  Agreement                     11

SECTION  5.          AFFIRMATIVE  COVENANTS             11
     5.1          Preservation  of  Existence           11
     5.2          Maintenance  of  Properties;
                  Insurance                             11

               5.2.1  Properties                        11
               5.2.2  Insurance                         12

     5.3          Payment  of  Taxes                    12
     5.4          Accounting;  Financial Statements and
                  Other Information                     12

               5.4.1  Quarterly  Financial  Reports     12
               5.4.2  Annual  Financial  Reports        13
               5.4.3  Reports                           13
               5.4.4  Hyatt  Agreement  Reports         13
               5.4.5  Other  Information                13

     5.5          Compliance                            13
     5.6          ERISA                                 13
     5.7          Payment  of  Indebtedness             14
     5.8          Notification  to  Bank                14
     5.9          Further  Assurances                   14
     5.10          Inspection                           15
     5.11          Stock  Ownership                     15

<PAGE>

SECTION  6.          NEGATIVE  COVENANTS                15

     6.1          Limitation  on  Liens                 15
     6.2          Mergers  and  Consolidations          15
     6.3          Change  in  Business                  16
     6.4          Transfer  of  Assets                  16
     6.5          No  Pre-Payments                      16
     6.6          Guarantees  to  Others                16
     6.7          Change  in  Fiscal  Year              16
     6.8          Change  in  Lock  Box                 16

SECTION  7.          EVENTS  OF  DEFAULT/REMEDIES       16

               7.1.1  Principal  or  Interest           16
               7.1.2  Obligations                       16
               7.1.3  Certain  Covenants                16
               7.1.4  Other  Covenant                   17
               7.1.5  Representations                   17
               7.1.6  Voluntary  Insolvency
                      Proceedings                       17
               7.1.7  Involuntary  Insolvency
                      Proceedings                       17
               7.1.8  Divestiture  of  Assets           17
               7.1.9  Judgments                         18
              7.1.10  Other  Defaults                   18
              7.1.11  ERISA                             18
              7.1.12  Levies                            18
              7.1.13  Hyatt  Agreement                  19

     7.2          Remedies                              19

SECTION  8.          MISCELLANEOUS                      19

     8.1          Expenses                              19
     8.2          Survival  of  Agreement               20
     8.3          No  Waiver;  Cumulative  Remedies     20
     8.4          Notices                               20
     8.5          Amendments  and  Waivers              21
     8.6          Applicable  Law                       21
     8.7          Successors                            21
     8.8          Partial  Invalidity                   22
     8.9          Headings                              22
     8.10          Waiver  of  Jury  Trial              22
     8.11          Jurisdiction;  Serviced  of  Process 22
     8.12          Conflicts                            22

<PAGE>
EXHIBITS  AND  SCHEDULES

Exhibit  A  -  Form  of  Note
Exhibit  B  -  Organization  Chart

<PAGE>






     CREDIT  AGREEMENT,  dated July    , 2002, between HOTEL OUTSOURCE SERVICES,
INC.,  a  Delaware corporation having an office at 40 Wall Street, New York, New
York  (the  "Borrower"),  and  BANK  LEUMI  USA, a New York banking corpora-tion
having  an  office  at  562  Fifth  Avenue,  New  York,  New  York (the "Bank").

                                 R E C I T A L:
                                 -------------

     The  Bank has agreed to enter into this Credit Agreement with the Borrower,
and subject to the terms and conditions herein set forth, to make a term loan to
the  Borrower  in  the  principal  amount  of  $550,000  (the  "Term  Loan").

     NOW,  THEREFORE,  IT  IS  AGREED:

     SECTION     1.  DEFINITIONS  As  used  in this Agreement and the Finan-cing
                     -----------
Agree-ments,  the  following  terms shall have the following meanings unless the
context  otherwise  requires:

          "Affiliate"  means  and  includes  any  Person  (i)  which directly or
           ---------
indirectly  controls,  or  is controlled by, or is under common control with the
Borrower;  (ii)  which  directly  or indirectly beneficially owns or holds fifty
percent  (50%)  or  more  of  any  voting stock of either the Borrower or of any
Guarantor,  or (iii) fifty percent (50%) or more of the voting stock of which is
directly  or indirectly beneficially owned or held by the Borrower or one of its
Affiliates.  The term "control" means the possession, directly or indirectly, of
the  power  to  direct  or cause the direction of the management policies of the
Person,  whether  through  the  ownership  of  voting securities, by contract or
otherwise.

          "Agreement" means this Credit Agreement, as the same may be amended or
           ---------
supple-mented  from  time  to  time.

          "Bank"  means  Bank  Leumi  USA,  a  New  York  banking  corporation.
           ----

          "Bartech  Mediterranean"  means Bartech Mediterranean Ltd., an Israeli
           ----------------------
corporation.

          "Bartech  Systems"  means  Bartech  Systems  International,  Inc.,  a
           ----------------
Delaware  corporation.

          "Borrower"  means  Hotel  Outsource  Services,  Inc.,  a  Delaware
           --------
corporation.

          "Business  Day"  means  any  day  other than (i) a Saturday, Sunday or
           -------------
other  day  on  which  commercial  banks in New York, New York are authorized or
required  to  close under the laws of the State of New York, and (ii) any day on
which  commercial banks in London are not open for dealing in dollar deposits in
the  London  Interbank  Market.

          "Collateral"  means the property of the Borrower in which the Bank has
           ----------
been,  or  shall  hereafter  be,  granted  a  lien  or security interest under a

<PAGE>

Secur-ity  Agreement.  Such  property  shall include, without limitation, all of
the  Borrower's  now  owned  or  existing and hereafter aris-ing or acquired (i)
equipment  and  goods  located  at  the  Hyatt  Regency  Hotel,  San  Francisco,
California,  or  used  or  intended  for  use  by the Borrower in performing its
obligations  pursuant  to  the  Hyatt  Agreement,  (ii) all accounts (includ-ing
accounts  receivable),  contract rights and general intangi-bles of the Borrower
arising  out  of  the Hyatt Agreement, or its performance by the Borrower, (iii)
all instru-ments, documents and chattel paper of the Borrower arising out of the
Hyatt  Agreement,  or  its  performance;  and  (iv)  the  proceeds of all of the
foregoing.

          "ERISA"  means the Employee Retirement Income Security Act of 1974, as
           -----
amended  from  time  to  time, and the regulations and published interpretations
thereof.

          "ERISA  Affiliate"  means  any  trade  or  business  (whether  or  not
           ----------------
incorporated)  which  together  with  the  Borrower would be treated as a single
employer  under  Section  4001  (b)(1)  of  ERISA.

          "Financing  Agreements"  means  the  follow-ing  agree-ments  and
           ---------------------
instruments  (as  such  agreements  and instru-ments may be hereafter amended or
supplemented):  (i)  the Security Agreement, (ii) the Note, (iii) each Guaranty,
and  (iv)  any  other  agreements or other collateral documents delivered to the
Bank  in  connection  with  the  Obligations,  whether  or  not pursuant to this
Agreement.

          "GAAP"  means  (i)  for  the  Borrower  generally accepted account-ing
           ----
prin-ciples  as  used by the United States Financial Accounting Standards Board,
as in effect from time to time, consistently applied, and (ii) for the Guarantor
generally  accepted  accounting  principals  as used in Israel as in effect from
time  to  time,  consistently  applied.

          "Guarantor"  and  "Guarantors"shall mean respectively, each of Bartech
           ---------         ----------
Mediterranean  and  Bartech  Systems  and both Bartech Mediterranean and Bartech
Systems.

          "Guaranty"  shall  have the meaning set forth in Section 2.5.2 of this
           --------
Agreement.

          "Hyatt  Agreement"  means  the  Installation  and  Outsource Operation
           ----------------
Agreement,  executed  by the Borrower on February 13, 2002, between the Borrower
and  Hyatt  Corporation.

          "Knowledge"  whether  with  an  initial  upper or lower case means the
           ---------
knowledge of any senior executive of the Borrower, including but not limited to,
its  Chief  Financial  Officer.

          "Multiemployer  Plan"  means a Plan described in Section 4001(a)(3) of
           -------------------
ERISA  which  covers  employees  of the Borrower or any of its ERISA Affiliates.

          "Note"  means  the  promissory  note  evidencing  the  Term  Loan.
           ----

          "Obligations"  means  collectively the Term Loan and any fees, charges
           -----------
or other financial obligations of the Borrower, either Guarantor or any of their
Affiliates  to  the  Bank  pursuant  to  this  Agreement,  any  of the Financing
Agreements,  or  any  other  agreement  with  the  Bank.

<PAGE>
          "Person"  means  an  individual,  partner-ship,  joint  venture, firm,
           ------
corporation,  trust,  charitable institu-tion or other business or legal entity.

          "PBGC"  means  the Pension Benefit Guaranty Corpo-ration or any entity
           ----
succeeding  to  any  or  all  of  its  functions  under  ERISA.

          "Plan"  means  any  plan  established,  maintained  or  to  which
           ----
contributions have been made by the Borrower or any of its ERISA Affiliates, and
           -
which  is  subject  to  Title  IV  of  ERISA.

          "Prohibited  Transaction"  means any transaction of the type set forth
           -----------------------
in  Section  406  of ERISA, and not exempt under Section 408 of ERISA or Section
4975  of  the  Internal  Revenue  Code  of  1954,  as amended from time to time.

          "Reportable  Event"  means any of the events set forth in Section 4043
           -----------------
of  ERISA, if such event reasonably may result in a liability of the Borrower to
the  Plan  or  the  PBGC.

          "Security  Agreement"  shall  have  the  meaning set forth in Sections
           -------------------
2.5.1  of  this  Agreement.

          "Term  Loan"  shall  have  the  meaning  defined  in  the  Recital.
           ----------

     SECTION  2.  FINANCING.
                  ---------

     2.     Subject  to  and  upon  the  terms  and conditions set forth in this
Agreement  and  the  Financing Agreements, the Bank hereby agrees to make a Term
Loan  to  the  Borrower  as  follows:

          2.1     Term  Loan.  Concurrently  the Bank is making the Term Loan to
                  ----------
the  Borrower in the principal amount of $550,000,  The Term Loan will mature on
October  1,  2007.  Concurrently  with  the  execution  and  delivery  of  this
Agreement,  the  Borrower  is evidencing its obligation to pay the principal of,
and  interest  on,  the Term Loan by executing and delivering a term note in the
form  of  Exhibit  A  annexed  (the  "Note") to the Bank in the principal sum of
$550,000.  The  Term  Loan  shall  be  repaid  unless  payment is accelerated as
provided  in  this  Agreement  or  the  Note,  in sixty (60) consecutive monthly
installments  of  principal,  the  first  fifty-nine  (59) each in the amount of
$9,167  and  the  sixtieth  in the amount of $9,147, commencing October 1, 2002.

          2.2     Interest.
                  --------

               2.2.1  Rate.  Except  as  otherwise expressly provided in Section
                      ----
2.2,  the  Borrower shall pay interest to the Bank on the outstanding and unpaid
principal  amount  of  the Term Loan at the rate of ten (10%) percent per annum.
Interest  shall  be  payable  monthly  in  arrears together with each payment of
principal.

<PAGE>
               2.2.2  Overdue  Payments.  If  any  payment of principal (whether
                      -----------------
due  at  maturity,  upon  acceleration  or otherwise), interest or other fees or
charges  payable  by  the  Borrower  hereunder,  or  under  any of the Financing
Agreements,  shall  not  be paid when due, the Borrower will pay interest on the
overdue  payment  for  the  period  for which it is overdue, on demand, at three
percent  (3%)  per  annum  in excess of the then interest rate otherwise payable
pursuant  to  this  Agreement,  but  in  no  event in excess of the maximum rate
permitted  by  applicable  law.

          2.3     Prepayment.  The Borrower may, upon at least five (5) Business
                  ----------
Days'  notice  to  the  Bank,  prepay  the  Term Loan, in whole or in part, with
accrued  interest to the date of such prepayment on the amount prepaid, provided
that  each  partial  prepayment shall be in a principal amount which is not less
than  $25,000.

          2.4     Manner  of  Payments.  All payments required to be made by the
                  --------------------
Borrower  hereunder  on  account of principal, interest or fees shall be made in
lawful money of the United States, in immediately available funds, at the office
of the Bank at 562 Fifth Avenue, New York, New York 10036 or at such other place
as  the  holder  of  the  Note  shall  specify in writing.  Whenever any payment
hereunder,  or  under  any  of the Financing Agreements, becomes due on a day on
which  the  Bank  is closed (as required or permitted by law or otherwise), such
payment  shall be made not later than the next succeeding Business Day, and such
extension  of  time  shall  be  included  in  the  computation of interest.  The
Borrower  authorizes  (but  shall  not  require)  the  Bank to debit any account
maintained  by the Borrower with the Bank, on any date on which a payment is due
hereunder,  or  under any of the Financing Agreements, in an amount equal to any
unpaid  portion  of  such  payment.

          2.5     Security.
                  --------

               2.5.1  Security  Agreement.  Concurrently  with the execution and
                      -------------------
delivery of this Agreement, the Borrower is (i) granting a valid perfected first
priority  security  interest to the Bank in the Collateral, to secure payment by
the  Borrower of all of its Obligations to the Bank, by executing and delivering
to the Bank a security agreement, dated as of even date herewith (the  "Security
Agreement"), and (ii) entering into an agreement with Hyatt Corporation pursuant
to  which  all  payments  to  be  made  to
the  Borrower  pursuant  to  the  Hyatt  Agreement shall be paid to a "lock box"
maintained  at  the  Bank.
               2.5.2  Guarantee.  Concurrently  with  the execution and delivery
                      ---------
of  this Agreement, each of the Guarantors is guaranteeing payment of all of the
Obligations  of  the  Borrower  to  the  Bank, to the extent herein provided, by
executing and delivering to the Bank a Guarantee, dated as of even date herewith
(each  a "Guaranty").  The Guaranty of Bartech Mediterranean shall be limited to
payment  of seventy (70%) percent of the Obligations and the Guaranty of Bartech
Systems  shall be limited to payment of thirty (30%) percent of the Obligations.

<PAGE>

     SECTION  3.  CONDITIONS  PRECEDENT.  The  obligation of the Bank to execute
                  ---------------------
and  deliver  this  Agreement,  and  to  make  the  Term Loan, is subject to the
conditions  precedent  that:

          3.1.  Evidence  of Corporate Action.  The Bank shall have received (i)
                -----------------------------
a  Certificate of Good Standing from the Secretary of State of Delaware, listing
all  charter  documents  of  the  Borrower  on  file;  (ii)  a Certificate of an
authorized  officer  of  the  Borrower certifying (a) that attached thereto is a
true  and  complete copy of resolutions adopted by the Board of Directors of the
Borrower  authorizing  the execution, delivery and performance of this Agreement
and  such Financing Agreements as to which it is a party, (b) the incumbency and
specimen signature of each officer of the Borrower executing the said documents,
and  a  certification  by  another  officer  thereof  as  to  the incumbency and
signature  of  the  authorized  officer,  (iii)  copies  of  the  Certificate of
Incorporation and By-Laws of the Borrower, each as amended to date, certified as
complete and correct by its Secretary, and (iv) such other documents as the Bank
or  its counsel may reasonably request, in order that all legal matters incident
to  the  making  of  the  Term  Loan,  shall be satisfactory to the Bank and its
counsel.

          3.2.  Representations  and  Warranties.  All  representations  and
                --------------------------------
warranties  contained  herein  or  otherwise  made to the Bank pursuant to or in
connection  with  this  Agreement  or  any of the Financing Agreements, shall be
correct  and  complete  in  all  material  respects.

          3.3.  Borrower's  Obligations.  The  Borrower  shall have executed and
                -----------------------
delivered  to the Bank (i) the Note, (ii) the Security Agreement, and (iii) such
other  documents  as  the  Bank  shall  reasonably  require.

          3.4     Opinions.  The Bank shall have received a written opinion from
                  --------
_____________,  counsel  to  each  of  the  Borrower  and  Bartech  Systems  and
_________,  counsel  to  Bartech  Mediterranean,  each  in  form  and  substance
satisfactory  to  the  Bank  and  its  counsel.

          3.5     Event  of  Default.  There shall exist no Event of Default and
                  ------------------
no  condition,  event or act which, with notice or lapse of time, or both, would
constitute  either  an  Event  of  Default.

     SECTION 4.  REPRESENTATIONS AND WARRANTIES.  In order to induce the Bank to
                 ------------------------------
enter  into  this  Agreement  and  to make the Term Loan hereunder, the Borrower
represents  and  warrants  to  the  Bank  as  follows:

<PAGE>
          4.1     Organization.
                  ------------

               4.1.1  Borrower's  Corporate  Existence  and  Good Standing.  The
                      ----------------------------------------------------
Borrower  is  a duly organized and validly existing corporation in good standing
under  the  laws of the State of Delaware with perpetual corporate existence and
has  all  requisite  legal right, power and authority and all necessary licenses
and  permits  to  own  and operate its assets and properties and to carry on its
business  as  now  conducted  and  as  presently  proposed to be conducted.  The
Borrower  has qualified and is in good standing as a foreign corporation in each
state or other jurisdiction where the nature of its business or the ownership or
use  of  its  property  requires  such  qualification.

               4.1.2  Organization  Chart.  A  correct and complete organization
                      -------------------
chart  is  annexed  as Exhibit B hereto, which sets forth (i) the authorized and
outstanding  stock of the Borrower, and (ii) the record and beneficial ownership
of  the  stock  of  the  Borrower.

               4.1.3 Corporate Existence and Good Standing.  Each Guarantor is a
                     -------------------------------------
duly  organized and validly existing corporation in good standing under the laws
of the state or country of its incorporation, with perpetual corporate existence
and  has  all  requisite  legal  right,  power  and  authority and all necessary
licenses  and  permits to own and operate its assets and properties and to carry
on  its  business  as  now  conducted and as presently proposed to be conducted.
Each Guarantor has qualified and is in good standing as a foreign corporation in
each other jurisdiction where the nature of its business or the ownership or use
of  its  property  requires  such  qualification.

          4.2     Authority.
                  ---------

               4.2.1     Borrower's  Authority.  The Borrower has, all requisite
                         ---------------------
legal  right,  power and authority to execute, deliver and perform the terms and
provisions  of  this Agreement, the Financing Agreements executed by it, and all
other instruments or documents delivered by it pursuant hereto and thereto.  The
Borrower  has  taken or caused to be taken all necessary action to authorize the
execution,  delivery and performance of this Agreement, the Financing Agreements
executed  by  it,  and  all  other  instruments  or documents delivered or to be
delivered  by  it  pursuant  hereto  and thereto.  This Agreement, the Financing
Agreements  executed  by  the Borrower, and all related instruments or documents
delivered  or  to  be  delivered  pursuant hereto or thereto constitute and will
constitute  legal, valid and binding obligations of the Borrower, enforceable in
accordance  with  their  respective terms, except to the extent that enforcement
thereof  may  be  limited  by applicable bankruptcy, insolvency or other similar
laws  affecting  the  enforcement  of  creditors'  rights  generally  and  the
availability  of  equitable  remedies.

               4.2.2     Guarantors'  Authority.  Each  Guarantor  has  all  the
                         ----------------------
requisite  legal  right, power and authority to execute, deliver and perform the
terms  and  provisions of the Guaranty executed by it, and all other instruments
and  documents  delivered  by it pursuant hereto and thereto. Each Guarantor has
taken  or  caused  to  be taken all necessary action to authorize the execution,
delivery  and performance of its Guaranty and all other instruments or documents
delivered  or  to  be delivered by it pursuant hereto and thereto.  The Guaranty
and  all  other  instruments  or documents delivered or to be delivered pursuant
hereto  and  thereto  constitute  and will constitute a legal, valid and binding

<PAGE>

obligation  of  the  Guarantor  which  executed  such  Guaranty,  instrument  or
document,  enforceable  in accordance with their respective terms, except to the
extent  that  enforcement  thereof  may  be  limited  by  applicable bankruptcy,
insolvency  or other similar laws affecting the enforcement of creditors' rights
generally  and  the  availability  of  equitable  remedies.

          4.3     No  Conflicts.  Neither  the  execution  and  delivery of this
                  -------------
Agreement,  the  Financing  Agreements,  or any of the instruments and documents
delivered  or to be delivered pursuant hereto or thereto, or the consummation of
the  transactions  herein  or  therein  contemplated,  nor  compliance  with the
provisions  hereof or thereof, will violate any law or regulation, or any order,
writ  or  decree  of any court or governmental instrumentality, or will conflict
with,  or result in the breach of, or constitute a default in any respect under,
any  indenture,  mortgage, deed of trust, agreement or other instrument to which
the  Borrower  or  either  Guarantor  is  a  party, or by which it or any of its
respective  properties  may be bound or affected, or will result in the creation
or  imposition  of  any  lien, charge or encumbrance upon any of the property of
either  of  them  (except  as  contemplated  hereunder  or  under  the Financing
Agreements)  or  will  violate any provision of the certificate of incorporation
(as  amended  to  date)  or  by-laws (as currently in effect) of the Borrower or
either  Guarantor.

          4.4     Compliance  and  Other  Agreements.
                  ----------------------------------

               4.4.1  Agreements,  etc.  Neither  the  Borrower  nor  either
                      -----------------
Guarantor  is in default under any indenture, mortgage, deed of trust, agreement
or  other  instrument  to  which  it  is  a  party, or by which it or any of its
properties  may  be  bound  or  affected,  except  for  such  defaults  which,
individually or in the aggregate, will not have a material and adverse effect on
the  business, operations, prop-erty or assets or in the condition, financial or
otherwise,  of  the  Borrower  or  either  Guarantor.

               4.4.2  Orders, etc.  Neither the Borrower nor either Guarantor is
                      ------------
in default with respect to any order, writ, injunction or decree of any court or
of  any  federal, state, municipal or other governmental department, commission,
board,  bureau, agency or authority, domestic or foreign, or in violation of any
law,  statute  or regulation, domestic or foreign, to which it is, or any of its
properties  are  subject,  except  for  such  defaults  or  violations  which,
individually or in the aggregate, will not have a material and adverse effect on
the  business,  operations, property or assets or in the condition, financial or
otherwise,  of  the  Borrower  or  either  Guarantor.

               4.4.3  Agreements,  Etc.  The Borrower is not a party to or bound
                      -----------------
by,  nor  are  any  of its properties bound or affected by, any agreement, deed,
lease  or  other  instrument,  or  subject  to  any  charter  or other corporate
restriction  or  any  judgment, order, writ, injunction, decree or award, or any
law,  statute, rule or regulation, any of which materially and adversely affects
or  in  the  future  may  (so  far  as  the  Borrower should reasonably foresee)
materially  and adversely affect the business, operations, prospects, properties
or  assets,  or  the  condition,  financial  or  otherwise,  of  the  Borrower.

<PAGE>
          4.5     ERISA.  The Borrower is in compliance in all material respects
                  -----
with  all applicable provisions of ERISA in connection with any Plan.  Neither a
Reportable  Event  nor  a  Prohibited Transaction has occurred and is continuing
with respect to any Plan; no notice of intent to terminate a Plan has been filed
nor  has  any  Plan  been  terminated;  no  circumstances exist which constitute
grounds  under Section 4042 of ERISA entitling the PBGC to institute proceedings
to  terminate,  or  appoint  a  trustee to administrate a Plan, nor has the PBGC
instituted  any  such proceedings; neither the Borrower, nor any ERISA Affiliate
of  the  Borrower  has  completely or partially withdrawn under Sections 4201 or
4204  of  ERISA  from  a Multiemployer Plan; the Borrower, and each of its ERISA
Affiliates  has met its minimum funding requirements under ERISA with respect to
all of their Plans, and the present fair market value of all Plan assets exceeds
the  present  value of all vested benefits under each Plan, as determined on the
most recent valuation date of the Plan, and in accordance with the provisions of
ERISA  and the regulations thereunder for calculating the potential liability of
the  Borrower, or any of its ERISA Affiliates to PBGC or the Plan under Title IV
of ERISA; and neither the Borrower, nor any of its ERISA Affiliates has incurred
any  liability  to  the  PBGC  under  ERISA.

          4.6     Investment  Company.  The  Borrower  is  not  an  "investment
                  -------------------
company" or a company "controlled" by an "investment company" within the meaning
of  the  Investment  Company  Act  of  1940.

          4.7     Approvals  and  Consents.  All  authorizations,  consents,
                  ------------------------
registrations, exemptions, approvals and licenses (governmental or otherwise) or
the  taking  of  any  other  action  (including,  without  limitation,  by  the
shareholders  of  the  Borrower  or  the  Guarantors)  which  are  required as a
condition  to  the  validity  or enforceability of this Agreement, the Financing
Agreements  or  any of the instruments or documents delivered or to be delivered
pursuant  hereto or thereto have been effected or obtained and are in full force
and  effect.

          4.8     Regulation  U,  etc.  The  Borrower  is  not  engaged  in  the
                  -------------------
business  of  extending  credit  for  the  purpose of purchasing or carrying any
margin  stock (within the meaning of Regulation U or G of the Board of Governors
of  the  Federal  Reserve  System).  The Term Loan will not be used, directly or
indirectly,  for  the  purpose of purchasing or carrying any margin stock or for
any  other  purpose  which  might constitute any of the Loans a "purpose credit"
within  the  meaning  of  such  Regulation  U.

          4.9     Financial  Statements.  The  Borrower has heretofore delivered
                  ---------------------
to the Bank its financial statements for the fiscal periods ended ________, 2001
and  _________,  2002,  and each of the Guarantors' financial statements for the
fiscal  periods  ended  _________,  2001  and ___________, 2002 (consisting of a
balance  sheet  and  the  related  statements  of operations, retained earnings,
stockholders equity and changes in financial position for the respective periods
then  ended,  including  the  related  notes  thereto).  The  annual  financial
statements  referred  to have been audited and include an unqualified report and
opinion  of  ____________,  independent  certified public accountants.  All such
annual  and  interim  financial  statements  are  correct  and complete and were
prepared  in  accordance with GAAP and present fairly the consolidated financial
position  and results of operations of the Borrower or the applicable Guarantor,
as  of  the  dates  of  and for the periods involved.  There are no liabilities,
direct  or  indirect, fixed or contingent, of Borrower or either Guarantor as of
the  date  of  such  financial  statements which are required to be reflected or

<PAGE>

disclosed  therein under GAAP which are not so reflected or disclosed therein or
in  the  notes  thereto.

          4.10  Taxes.  The  Borrower and the Guarantors have filed or caused to
                -----
be filed all tax returns required to be filed by each of them.  The Borrower and
the  Guarantors  have paid all taxes (including interest and penalties) as shown
on such returns, or any assessment or notice of tax claim or deficiency received
by  them  to  the extent that such taxes have become due.  The Borrower does not
know  of any proposed material tax assessment against or affecting it and is not
otherwise  obligated  by any agreement, instrument or otherwise to contribute to
the  payment  of  taxes  owed  by  any  other  Person.  All  tax liabilities are
adequately  provided  for  or  reserved against on the books of the Borrower and
each  Guarantor  (as  the  case  may  be)  in  accordance  with  GAAP.

          4.11  Title  to  Properties/Priority  of  Liens.
                -----------------------------------------

               4.11.1  Title.  The Borrower has good and marketable title to, or
                       -----
a valid leasehold interest in, all of the properties and assets reflected on its
latest  financial  statements  referred  to  in Section 4.9 of this Agreement or
ac-quired  by  it  after  the date of such financial statements and prior to the
date  hereof, except for those properties and assets which have been disposed of
since  such  dates  in the ordinary course of business.  All such properties and
assets  are  owned  or  leased  by the Borrower free and clear of all mortgages,
pledges,  liens, security interests, encumbrances or charges of any kind, except
such  as  are  identified  in  such  Financial  Statements.

               4.11.2  Security  Interest.  The security interest granted by the
                       ------------------
Borrower  to  the  Bank  under  the  Security  Agreement constitutes a valid and
perfected  first  priority  security interests in and lien on the Collateral, as
contemplated  by  the  Security  Agreement.

          4.12  Litigation.  There  are  no  actions,  suits,  investigations or
                ----------
administrative  proceedings  of  or before any court, arbitrator or governmental
authority,  pending  or threatened against the Borrower or any of its properties
or  assets,  which  (i)  either  in  any  case or in the aggregate, if adversely
determined,  would  materially  and  adversely  affect the business, operations,
prospects, properties or assets or the condition, financial or otherwise, of the
Borrower, or (ii) question the validity or enforceability of this Agreement, the
Financing  Agreements,  or  any  action  to  be  taken  in  connection  with the
transactions  contemplated  hereby  or  thereby.

          4.13  Insurance.  All  physical  properties and assets of the Borrower
                ---------
are  covered  by  fire  and other insurance with responsible insurance companies
against  casualty  and  other  losses  customarily  obtained to cover comparable
properties  and  assets by businesses in the region in which such properties and
assets are located, in amounts, scope and coverage which are reasonable in light
of  existing  conditions.

          4.14  Disclosure.  None  of  the  information  contained  in  the
                ----------
representations and warranties made by the Borrower set forth in this Agreement,
the Financing Agreements, or in any other agreement, instrument, document, list,
certificate,  statement,  schedule  or  exhibit  heretofore  delivered  or to be

<PAGE>

delivered  to  the  Bank,  as contemplated in this Agreement or in the Financing
Agreements,  contains or will contain any untrue statement of a material fact or
omits  or  will  omit  to state a fact necessary in order to make the statements
contained  herein  or  therein  not  materially  misleading.

          4.15  No  Event  of  Default.  After giving effect to the transactions
                ----------------------
contemplated  by  this  Agreement,  the  Financing  Agreements,  and  the  other
instruments  or  documents delivered in connection herewith and therewith, there
does not exist any condition, event or act which constitutes an Event of Default
hereunder  or which, after notice or lapse of time, or both, would constitute an
Event  of  Default  hereunder.

          4.16  Use  of Proceeds.  The proceeds of the Term Loan will be used to
                ----------------
purchase  the  equipment  required  for  the Borrower to perform its obligations
pursuant  to  the  Hyatt  Agreement.

          4.17  Hyatt  Agreement.  The  Hyatt  Agreement  is  in  full force and
                ----------------
effect,  each  party  thereto  has  fully  performed  all  of  its  obligations
thereunder, and no event which with or without the passage of time or notice, or
both,  has  accrued  and  is  continuing, which would allow Hyatt Corporation to
terminate  the  Hyatt  Agreement.

     SECTION  5  AFFIRMATIVE COVENANTS.  The Borrower covenants and agrees that,
                 ---------------------
until  the  Term Loan has been paid in full and all other Obligations discharged
in  full,  and all fees and charges payable hereunder or under any the Financing
Agreements  have  been  paid,  it  shall  comply  or  cause  compliance with the
following  covenants:

          5.1     Preservation  of  Existence.   The  Borrower will (i) preserve
                  ---------------------------
and  maintain  its corporate existence and its rights, franchises and privileges
in  the jurisdiction of its incorporation, and (ii) qualify and remain qualified
as  a  foreign  corporation  in each jurisdiction in which such qualification is
necessary  or desirable in view of its business and operations or in view of the
ownership  of  its  properties.

          5.2     Maintenance  of  Properties;  Insurance.
                  ---------------------------------------

               5.2.1  Properties.  The  Borrower  will  maintain in good repair,
                      ----------
working  order  and condition all properties used in its business (ordinary wear
and  tear  excepted),  and  from  time to time will make or cause to be made all
appropriate  repairs,  renewals  and  replacements,  additions  and improvements
thereto.

               5.2.2  Insurance.  The  Borrower  will  maintain, at its expense,
                      ---------
with financially sound and reputable insurers reasonably acceptable to the Bank,
insurance,  with  respect to its properties and business, against loss or damage
of the kinds and in amounts reasonably acceptable to the Bank.  All insurance of
the  Borrower  shall name the Bank as loss payee with respect to its Collateral,
and  shall  contain  such other provisions as the Bank may reasonably require to
fully  protect  its interest in the Collateral, and in payments to be made under
such  insurance  policies; which policies shall provide for not less than thirty
(30)  days'  prior  written  notice  to the Bank of the exercise of any right of

<PAGE>

cancellation  or  material  modification  of  the  policy.  Correct and complete
copies  of  all  certificates  of  renewal  of  such insurance policies shall be
delivered  to  the Bank within fifteen (15) days after the execution of any such
renewal,  but  in any event prior to the expiration of the policies (and as soon
as  available,  and  in  any  event  within thirty (30) days after the execution
thereof,  correct  and  complete  copies  of  all  the  policies as so renewed).

          5.3     Payment  of  Taxes.  The  Borrower  will  pay  and  discharge
                  ------------------
promptly  all  taxes  (including, without limitation, all payroll withholdings),
assessments  and  governmental  charges  or  levies  imposed upon it or upon its
income  or profits or upon any of its property, real, personal or mixed, or upon
any  part  thereof,  before the same shall become in default; provided, however,
that the Borrower shall not be required to pay any such tax, assessment, charge,
levy or claim if the validity or amount thereof shall be contested in good faith
by  proper  proceedings and if the Borrower shall have set aside appropriate and
proper  reserves  which  are  reflected  on  its  books.

          5.4     Borrower  Accounting;  Financial  Statements  and  Other
                  --------------------------------------------------------
Information.   The Borrower will maintain a system of accounting established and
          -
administered  in  accordance  with GAAP and will set aside on its books all such
proper reserves for each fiscal year as shall be required by GAAP.  The Borrower
will  deliver,  or  cause  to  be  delivered,  to  the  Bank:

               5.4.1  Quarterly Financial Reports.  As soon as practicable after
                      ---------------------------
the  end  of  each  of the first three (3) quarter annual periods in each fiscal
year  of  the  Borrower,  and  in any event within sixty (60) days thereafter, a
balance  sheet  of  the  Borrower  as at the end of such period, and the related
statements  of operations, retained earnings, stockholders equity and changes in
its financial position for each such period and for that part of the fiscal year
of  the  Borrower then ended, setting forth in each case in comparative form the
corresponding  figures  for  the  corresponding  periods of the preceding fiscal
year, each of which statements shall be prepared in accordance with GAAP, by the
Borrower (and certified by its Chief Financial Officer or President) or prepared
by  a  certified  public  accountant  selected  by  the  Borrower and reasonably
acceptable  to the Bank, and subject to normal year-end audit adjustments, shall
fairly  present  the  consolidated  financial  position  of  the  Borrower.

               5.4.2  Annual  Financial  Reports.  As  soon as practicable after
                      --------------------------
the end of each fiscal year of the Borrower, and in any event within one hundred
twenty  (120)  days thereafter, an certified balance sheet of the Borrower as at
the  end  of such year, and the related certified statements of income, retained
earnings,  stockholders equity and changes in financial position of the Borrower
for  such year, setting forth in each case in comparative form the corresponding
figures  for  the  preceding  fiscal year, which statements shall be prepared in
accordance  with GAAP, and shall include an unqualified audit report and opinion
of ____________ or another independent certified public accountant of recognized
standing  selected  by  the  Borrower  and  reasonably  acceptable  to the Bank.

               5.4.3  Reports.  Promptly  upon  receipt  thereof,  copies of any
                      -------
reports (including, without limitation, any management letters) submitted to the
Borrower  by  any independent certified public accountant in connection with the
examination  of  the  annual  or interim financial statements of the Borrower by
such  accountant.

<PAGE>

               5.4.4  Hyatt Agreement Reports.  Concurrently with their delivery
                      -----------------------
to  the  Hyatt  Corporation,  a  copy  of  each  report  provided  to  the Hyatt
Corporation  pursuant  to  the  Hyatt  Agreement.

               5.4.5  Other Information.  With reasonable promptness, such other
                      -----------------
data  and  information  as  from time to time may be reasonably requested by the
Bank  with  respect  to  the  Borrower.

          5.5     Guarantor  Accounting;  Financial  Statements  and  Other
                  ---------------------------------------------------------
Information.  Each  Guarantor  will  maintain a system of accounting established
         --
and  administered  in  accordance  with GAAP and will set aside on its books all
such  proper  reserves  for  each fiscal year as shall be required by GAAP.  The
Borrower  will  deliver,  or  cause  to  be  delivered  to  the  Bank:

               5.5.1  Quarterly Financial Reports.  As soon as practicable after
                      ---------------------------
the  end  of  each  of the first three (3) quarter annual periods in each fiscal
year  of  each  Guarantor, and in any event within sixty (60) days thereafter, a
balance  sheet  of  each Guarantor as at the end of such period, and the related
statements  of operations, retained earnings, stockholders equity and changes in
its financial position for each such period and for that part of the fiscal year
of such Guarantor then ended, setting forth in each case in comparative form the
corresponding  figures  for  the  corresponding  periods of the preceding fiscal
year, each of which statements shall be prepared in accordance with GAAP, by the
Guarantors  (and  certified  by  its  Chief  Financial Officer or President), or
prepared  by  a  public  accountant  selected  by  such Guarantor and reasonably
acceptable  to the Bank, and subject to normal year-end audit adjustments, shall
fairly  present  the  consolidated  financial  position  of  the such Guarantor.

               5.5.2  Annual  Financial  Reports.  As  soon as practicable after
                      --------------------------
the  end  of  each  fiscal  year  of each Guarantor, and in any event within one
hundred  twenty  (120)  days  thereafter,  a  certified  balance  sheet  of such
Guarantor  as  at  the end of such year, and the related certified statements of
income, retained earnings, stockholders equity and changes in financial position
of  such Guarantor for such year, setting forth in each case in comparative form
the  corresponding figures for the preceding fiscal year, which statements shall
be  prepared  in  accordance  with  GAAP, and shall include an unqualified audit
report  and  opinion of an independent certified public accountant of recognized
standing  selected  by  such  Guarantor  and  reasonably acceptable to the Bank.

               5.5.3  Reports.  Promptly  upon  receipt  thereof,  copies of any
                      -------
reports  (including,  without  limitation,  any management letters) submitted to
either  Guarantor  by  any independent certified public accountant in connection
with the examination of the annual or interim financial statements of it by such
accountant.

          5.6     Compliance.  The Borrower will comply with the requirements of
                  ----------
all applicable laws, rules, regulations or orders of any applicable governmental
or  administrative  authority,  and  all  agreements  to which the Borrower is a
party,  the  noncompliance  with  which  laws,  rules,  regulations,  orders and
agreements  would materially adversely affect the business, operations, property
or  assets,  or  the  condition,  financial  or  otherwise,  of  the  Borrower.

<PAGE>
          5.7     ERISA.  The  Borrower  -shall  maintain  compliance  in  all
                  -----
material  respects  with  any  applicable provisions of ERISA in connection with
each  Plan.  The Borrower will deliver to the Bank, promptly after the filing or
receipt  thereof,  copies  of all reports, including annual reports and notices,
which  the  Borrower files with or receives from the PBGC or the U.S. Department
of  Labor  under  ERISA with respect to any Plan; and as soon as possible and in
any  event  within  thirty  (30)  days after either of the Borrower knows or has
reason  to know that any Reportable Event or Prohibited Transaction has occurred
with respect to any Plan or that the PBGC or the Borrower has instituted or will
institute  proceedings  under  Title  IV  of  ERISA  to  terminate any Plan, the
Borrower  will  deliver to the Bank a certificate of its Chief Financial Officer
setting  forth the details as to such Reportable Event or Prohibited Transaction
or  Plan  termination  and the action the Borrower proposes to take with respect
thereto.

          5.8  Payment  of  Indebtedness.  The  Borrower  shall  promptly  pay,
               -------------------------
discharge,  or  satisfy  before  they  become  delin-quent all of their material
indebtedness;  provided, however, that the Borrower shall not be required to pay
any  such  indebtedness  if the validity or amount thereof shall be contested in
good  faith  by  proper  proceedings,  and  the  Borrower  shall  have set aside
appropriate  and  proper  reserves  which  are  reflected  on  its  books.

          5.9  Notification  to  Bank.  The  Borrower  shall promptly notify the
               ----------------------
Bank  of  (i)  any  Event of Default hereunder, (ii) any event, condition or act
which  with the giving of notice or the lapse of time, or both, would constitute
an Event of Default hereunder, (iii) any material litigation or proceedings that
are  instituted  or  threatened  (to  the knowledge of the Borrower) against the
Borrower or any of its assets, except when the relief sought is monetary damages
which  in  any  one  litigation  or  proceeding in the aggregate does not exceed
$25,000  and  the  litigation  or  proceeding  resulted  from  or  arose  out of
transactions  in  the  regular  course of the Borrower's business, (iv) each and
every  default  by  the  Borrower  under any obligation for borrowed money which
would permit the holder of such obligation to accelerate its maturity, including
the  names  and  addresses  of  the  holders  of  such obligation and the amount
thereof,  (v)  any  change  in the State of incorporation or the location of the
chief executive offices of the Borrower as identified in the Security Agreement,
(vi)  the  relocation  of  any  of  its  Collateral, or the location of any such
Collateral  at  a  new address, (vii) any event which will allow either party to
the Hyatt Agreement to terminate the Hyatt Agreement, and (viii) exercise of the
"Purchase  Option"  pursuant  to  the  Hyatt  Agreement.

          5.10  Further Assurances.  The Borrower will duly execute and deliver,
                ------------------
or  will  cause  to be duly executed and delivered, such further instruments and
documents,  including,  without  limitation,  additional  security  agreements,
Uniform  Commercial  Code  financing  statements  or amendments or continuations
thereof,  and  will  do or use its best efforts to cause to be done such further
acts  as  may  be  necessary  or  proper in the Bank's opinion to effectuate the
provisions  or  purposes  of  this  Agreement  or  the  Financing  Agreements.

          5.11  Inspection.  The  Bank,  or  any  Person designated by the Bank,
                ----------
shall have the right, from time to time, to visit the Borrower's place or places
of business (or any other place where the Collateral or any information relating
thereto  is  kept  or  located)  during reasonable business hours, and absent an
Event  of  Default  upon  reasonable  notice, without hindrance or delay, (i) to
inspect,  audit,  check  and  make  copies  of and extracts  from the Borrower's
books,  records,  journals,  orders,  receipts,  correspondence  and  other data
relating  to the Borrower's business, (ii) to verify such matters concerning the

<PAGE>

Collateral,  as  the  Bank  (in  its  sole and absolute discretion) may consider
appropriate,  and  (iii)  to  discuss  the affairs, finances and business of the
Borrower  with  its  officers  and  directors.  Upon  request, the Borrower will
provide  the  Bank  with  copies  of  such  documents as the Bank may reasonably
request.  The Bank shall have the right, at any time or times hereafter after an
Event  of Default has occurred, to verify by mail, telephone, telegraph or other
communication  with  any  account  debtor,  under  any name and in any form, the
validity,  amount  or  any  other  matter relating to any or all of the accounts
receivable.  The  Borrower  shall pay on demand all expenses reasonably incurred
by  the  Bank  in acquiring information pursuant to this Section 5.11, including
but  not  limited  to  appraisers  and  asset  based  lender  review  auditors.

          5.12  Hyatt  Agreement.  The  Borrower will duly perform and discharge
                ----------------
all  of  its  obligations  under  the  Hyatt  Agreement.

     SECTION  6.  NEGATIVE  COVENANTS.  The  Borrower covenants and agrees that,
                  -------------------
until  the  Term Loan has been paid in full and all of its Obligations hereunder
or  under  the  Financing  Agreements have been paid in full, it shall comply or
cause  compliance  with  the  following  covenants:

          6.1     Limitation  on Liens.  The Borrower will not create, assume or
                  --------------------
suffer  to  exist  any  lien,  mortgage,  or  other encumbrance of any kind with
respect  to  the  Collateral,  except for:  (i) liens in favor of the Bank, (ii)
liens for taxes or assessments or other government charges or levies not yet due
and  payable; (iii) judgments and other similar liens arising in connection with
court  proceedings, provided the execution or other enforcement of such liens is
effectively  stayed  within  twenty  (20)  days  after  docketing and the claims
secured  thereby  are  being actively contested in good faith and by appropriate
proceedings,  and  (iv)  liens  incurred  in  the  normal  course  of  business,
including,  but  not  limited  to  liens arising out of purchase money financing
provided,  however, that thirty (30) days written notice thereof shall have been
given  to  the  Bank.  The  failure  to give such notice shall be deemed to be a
material  breach  of  this  Covenant.

          6.2     Mergers  and  Consolidations.  The Borrower shall not merge or
                  ----------------------------
consolidate with any Person, or acquire the assets of any Person except with the
Bank's  prior  written consent, which consent shall not be unreasonably withheld
or  delayed.

          6.3     Change in Business.  The Borrower will make no material change
                  ------------------
in  the  character  of  its  business,  as  carried  on  at  the  date  hereof.

          6.4     Transfer  of  Assets.  The  Borrower  shall  not  sell, lease,
                  --------------------
assign,  transfer  or otherwise dispose of, and neither will permit the other to
sell,  lease,  assign, transfer or otherwise dispose of, any of its now owned or
hereafter  acquired  assets  other  than in the ordinary course of its business,
without  the  prior  consent  of  the  Bank.

          6.5  Guarantees  to Others.  Neither the Borrower nor either Guarantor
               ---------------------
shall  guarantee,  endorse,  stand  as  surety  for or otherwise be contingently
<PAGE>

liable for any indebtedness, or the obligations of any other Person; unless such
guarantee  (i)  is  of  indebtedness  or an obligation of an Affiliate, and (ii)
together  with  all  of  the  guarantees  of the guarantor, does not result in a
contingent  liability  which is in excess of ten (10%) percent of the book value
of  the  Guarantor's  costs.

          6.6  Change  in Fiscal Year.  The Borrower shall not change its fiscal
               ----------------------
year  without  the  prior  consent  of  the  Bank,  which  consent  shall not be
unreasonably  withheld.

          6.7  Change  in  Lock Box.  The Borrower shall not alter or change the
               --------------------
"Lock  Box"  arrangements  provided  for in Section 2.5.1(ii) of this Agreement.

          6.8  Hyatt  Agreement  Amendments.  The  Borrower  will  not amend the
               ----------------------------
Hyatt  Agreement  or  waive  any  performance  required by the Hyatt Corporation
thereunder  without  the  Bank's  prior  written  consent.

     SECTION  7.  EVENTS  OF  DEFAULT/REMEDIES.
                  ----------------------------

          7.1     The  occurrence  of  any  one or more of the fol-lowing events
shall  constitute  an  "Event  of  Default":

               7.1.1  Principal  or Interest.  If the Borrower shall fail to pay
                      ----------------------
any  installment  of  principal or interest on the Note when due and payable; or

               7.1.2  Obligations.  If  the  Borrower  shall  fail  to  pay  and
                      -----------
satisfy  any  Obligation  when  due  and  payable;  or

               7.1.3  Certain  Covenants.  If  there  shall  be a default in the
                      ------------------
observance  or  performance of any covenant, condition or agreement set forth in
Sections  5.1  or  5.11  or Section 6 (other than with respect to an involuntary
lien  or  encumbrance  as  prohibited  in  Section  6.1  of  this Agreement); or

               7.1.4  Other  Covenant.  If  there  shall  be  a  default  in the
                      ---------------
observance  or  performance  of  any  other  covenant,  condition  or  agreement
contained  in this Agreement, in any of the Financing Agreements or in any other
document  or  instrument  referred  to  herein  or  therein, which default shall
continue  unremedied  or  uncured for a period of fifteen (15) days after notice
thereof  has  been  given  to  the  Borrower;  or

               7.1.5  Representations.  If  any  material  representation  or
                      ---------------
warranty  made  by  or  on  behalf  of the Borrower or either Guarantor, whether
contained in this Agreement, in any of the Financing Agreements, or in any other
document  or instrument referred to herein or therein or delivered in connection
with any of the transactions contemplated herein or therein, shall prove to have
been  false  or  incorrect  in  any  material  respect  when  made;  or

<PAGE>

               7.1.6  Voluntary  Insolvency  Proceedings.  If  the  Borrower  or
                      ----------------------------------
either  Guarantor  shall  (i)  apply  for  or  consent  to  or  acquiesce in the
appointment  of or the taking of possession by a receiver, liquidator, custodian
or trustee of itself or of all or a substantial part of its property, (ii) admit
in writing its inability, or be generally unable, to pay its debts as such debts
become  due,  (iii)  make a general assignment for the benefit of its creditors,
(iv)  commence  a  voluntary  case  under the Federal Bankruptcy Code (as now or
hereafter  in effect) or any similar foreign law, (v) file a petition seeking to
take  advantage  of  any  other  law  relating  to  bankruptcy,  insolvency,
reorganization,  winding up, or composition or adjustment of debts, (vi) fail to
controvert  in  a  timely or appropriate manner, or acquiesce in writing to, any
petition filed against itself in an involuntary case under such Bankruptcy Code,
or  any  similar  foreign  law,  or  (vii)  take  any  action for the purpose of
effecting  any  of  the  foregoing;  or

               7.1.7  Involuntary  Insolvency Proceedings.  A proceeding or case
                      -----------------------------------
shall  be  commenced  in  any  court  of  competent  jurisdiction,  seeking  (i)
liquidation,  reorganization,  dissolution,  winding  up  or  composition  or
adjustment of debts of the Borrower or either Guarantor, (ii) the appointment of
a  trustee,  receiver,  liquidator,  custodian  or  the like of the Borrower, or
either  Guarantor  or  of  all  or any substantial part of any of its assets, or
(iii)  similar  relief  under  any  law  relating  to  bankruptcy,  insolvency,
reorganization,  winding  up  or  composition  or  adjustment of debts, and such
proceeding  or case shall continue undismissed, or an order, judgement or decree
approving  or  ordering  any  of  the  foregoing  shall  be entered and continue
unstayed  and  in  effect,  for  a  period of thirty (30) days; or any order for
relief  against  the  Borrower  or  either  Guarantor,  shall  be  entered in an
involuntary  case  under  the  Bankruptcy  Code, or any similar foreign law, and
shall  continue  unstayed  and  in  effect  for a period of thirty (30) days; or

               7.1.8  Divestiture  of Assets.  If any order, judgment, or decree
                      ----------------------
shall be entered in any proceeding requiring the Borrower or either Guarantor to
divest  itself  of  a  substantial part of its assets, and if, within sixty (60)
days after entry thereof (unless or until enforcement is sooner commenced), such
order,  judgment  or  decree shall not have been discharged or execution thereof
stayed  pending  appeal;  or if, within thirty (30) days after the expiration of
any  such stay (unless or until enforcement is sooner commenced), such judgment,
order  or  decree  shall  not  have  been  discharged;  or

               7.1.9  Judgments.  If  one or more judgments exceeding $25,000 in
                      ---------
the aggregate, against the Borrower, or attachments to recover more than $25,000
against any Borrower's property remain unpaid, unstayed on appeal, undischarged,
unbonded  or  undismissed  for  a  period  of  thirty  (30) days, or enforcement
pro-ceedings are commenced with respect to any judgment against the Borrower; or

               7.1.10  Other  Defaults.  If  the  Borrower shall (i) fail to pay
                       ---------------
any indebtedness for borrowed money or any interest or premium thereon, when due
(whether  by  scheduled  maturity,  required prepayment, acceleration, demand or
otherwise);  or  (ii) fail to perform or observe any term, covenant or condition
on  its  part  to  be  performed  or  observed under any agreement or instrument
relating  to  any indebtedness for borrowed money, when required to be performed
or  observed,  if  the  effect  of  such  failure  to  perform  or observe is to
accelerate,  or to permit the acceleration after the giving of notice or passage
of time, or both, of the maturity of such indebtedness, or any such indebtedness
shall  be  declared to be due and payable, or required to be prepaid (other than

<PAGE>
1
by  a  regularly  scheduled  required  prepayment), prior to the stated maturity
thereof;  or  (iii)  allow  any  account  maintained  by  them at the Bank to be
overdrawn  for  a period which exceeds five (5) days after notice from the Bank;
or

               7.1.11  ERISA.  Any  of  the following events occur or exist with
                       -----
respect  to  the  Borrower  or  any  of its ERISA Affiliates: (i) any Prohibited
Transaction  involving  any  Plan; (ii) any Reportable Event with respect to any
Plan;  (iii)  the  filing  under  Section 4041 of ERISA of a notice of intent to
terminate  any  Plan  or  the  termination  of  any  Plan;  (iv)  any  event  or
circumstance  that  might  constitute  grounds  entitling  the PBGC to institute
proceedings  under  Section  4042  of  ERISA  for the termination of, or for the
appointment of a trustee to administer, any Plan, or the institution by the PBGC
of  any  such proceedings; (v) complete or partial withdrawal under Section 4201
or  4204 of ERISA from a Multiemployer Plan or the reorganization, insolvency or
termination  of  any  Multiemployer  Plan; and in each case above, such event or
condition,  together  with  all other events or conditions, if any, could in the
reasonable  opinion  of  the  Bank  subject  either  the  Borrower  or any ERISA
Affiliate  to  any  material  tax,  penalty  or  other  liability  to  a Plan, a
Multiemployer  Plan,  the  PBGC  or  otherwise  (or any combination thereof); or

               7.1.12  Levies.  Any  material  portion  of  the  Collateral  is
                       ------
attached,  seized,  becomes  subject  to  a writ or distress or a warrant, or is
levied  upon.

               7.1.13  Hyatt Agreement. The Hyatt Agreement is terminated, other
                       ---------------
than  at  the end of its initial term, or Hyatt Corporation commences any action
or  proceeding against the Borrower to terminate the Hyatt Agreement, or for any
other  purpose  including  money  damages.

          7.2  Remedies.  Upon  the  occurrence  and  continuance  beyond  any
               --------
applicable  cure  period  of any one or more of such Events of Default, the Bank
may,  at its option, without presentment for payment, demand, notice of dishonor
or  notice  of  protest  or  any other notice, all of which are hereby expressly
waived  by  the Borrower, declare any and all of the liabilities of the Borrower
to the Bank (including, without limitation, the Term Loan) to be due and payable
together with interest at the rate specified in this Agreement until fully paid.
The  Bank shall have all of the rights and remedies of a secured party under the
Uniform  Commercial  Code  of  the  State  of  New  York  and  under the Uniform
Commercial  Code  of  any  other  state  in  which  any of the Collateral may be
situated,  and,  additionally,  all of the rights and remedies set forth in this
Agreement  and  the  Financing  Agreements,  and  in  any instrument or document
referred  to  herein  or therein, and under any other applicable law relating to
this  Agreement  or the Financing Agreements.  The Bank may, at its option, cure
any  default  by  the  Borrower  under  any  agreement  with a third party which
constitutes,  or would with notice or lapse of time or both constitute, an Event
of Default hereunder, and may add the reasonable amount expended in such cure to
the  liabilities  of  the  Borrower  hereunder and charge the Borrower's account
therefor,  such amounts to be repayable by Borrower on demand; the Bank shall be
under  no obligation to effect such cure and shall not by making any payment for
the  Borrower's account be deemed to have assumed any obligation or liability of
the  Borrower.

<PAGE>

     SECTION  8.  MISCELLANEOUS.
                  -------------

          8.1     Expenses.  The  Borrower,  whether  or  not  the  transactions
                  --------
contemplated  hereby  are  consummated,  shall pay to the Bank, or reimburse the
Bank for, all out-of-pocket expenses incurred by the Bank in connection with the
preparation  and  enforcement  of  this Agreement, the Financing Agreements, all
other  agreements, instruments and documents executed in connection herewith and
therewith  and  the transactions contemplated hereunder and thereunder, together
with  any  amendments,  supple-ments,  consents  or  modifications  which may be
hereafter  made  or  entered into in respect thereof, including, but not limited
to,  filing  fees,  expenses  for  searches,  and  the  reasonable  fees  and
disbursements  of  counsel to the Bank.  The Bank shall invoice the Borrower for
the  amounts to be reimbursed by the Borrower to the Bank as is provided in this
Section,  and  if  same are not paid by the Borrower within fifteen (15) days of
the  date  of  such invoice, the Bank is hereby authorized to charge any amounts
payable  here-under  directly  to the account(s) of the Borrower maintained with
the  Bank.

          8.2     Survival  of  Agreement.  All  agreements, representations and
                  -----------------------
warranties  contained  herein  or  made  in  writing  by  the  parties hereto in
connection with the transactions contemplated hereby shall survive the execution
and delivery of this Agreement, the Financing Agreements and the consummation of
the  transactions contemplated herein or therein regardless of any investigation
made  by  or  on  behalf  of  the  Bank.

          8.3     No  Waiver;  Cumulative Remedies.  No failure to exercise, and
                  --------------------------------
no  delay  in  exercising on the part of the Bank, any right, power or privilege
under this Agreement or under any of the Financing Agreements or other documents
referred  to  herein or therein shall operate as a waiver thereof; nor shall any
single  or  partial  exercise  of  any  right,  power  or privilege hereunder or
thereunder preclude any other or further exercise thereof or the exercise of any
other right, power and privilege.  The rights and remedies of the Bank hereunder
and  under  the  Financing  Agreements  and  under  any other present and future
agreements between the Bank and the Borrower are cumulative and not exclusive of
any  rights  or  remedies  provided  by  law,  or  under  any  of said Financing
Agreements  or  agreements  and  all  such  rights and remedies may be exercised
successively  or  concurrently.

          8.4     Notices.  All  notices, approvals, consents, requests, demands
                  -------
or  other  communications  (collectively,  "Communications")  to  or  upon  the
respective  parties hereto shall be made in writing in one of the following ways
and  shall  be  deemed  to  have  been  given,  received  and dated: if by hand,
immediately  upon  delivery; if by telegram, express mail or any other overnight
delivery  service,  one (1) day after dispatch; and if by certified mail, return
receipt  requested,  or first class mail, three (3) business days after mailing.
All  Communications are to be given to the following addresses (or to such other
address  as  any  party  may  designate by Communication in accordance with this
Section):


<PAGE>
          If  to  the  Bank:

          Bank  Leumi  USA
          562  Fifth  Avenue
          New  York,  New  York  10036
          Attn:     Mr.  Gil  Hershman
               Vice  President

          with  a  copy  to:

          Warshaw  Burstein  Cohen
            Schlesinger  &  Kuh,  LLP
          555  Fifth  Avenue
          New  York,  New  York  10017
          Attn:     Allen  N.  Ross,  Esq.

          If  to  the  Borrower:

          Hotel  Outsource  Services,  Inc.
          40  Wall  Street
          New  York,  New  York  10005

          With  a  copy  to:


          8.5     Amendments  and  Waivers.  Neither  this Agreement, nor any of
                  ------------------------
the  Financing Agreements or any other instrument or document referred to herein
or therein may be changed, waived, discharged or terminated orally, except by an
instrument  in  writing  signed  by  the  party  against whom enforcement of the
change,  waiver,  discharge  or  termination  is  sought.

          8.6     Applicable  Law.  This  Agreement and the Financing Agreements
                  ---------------
and  any other document referred to herein or therein and the obligations of the
parties  hereunder  or  thereunder are being executed and delivered in New York,
New  York  and shall be construed and interpreted in accordance with the laws of
the  State of New York applied to agreements entered into and performed therein.

          8.7     Successors.  This  Agreement, the Financing Agreements and any
                  ----------
other  document referred to herein or therein shall be binding upon and inure to
the  benefit  of  and  be enforceable by the parties and their respective heirs,
legal  representatives, successors and assigns, except that the Borrower may not
assign  its rights under this Agree-ment, the Financing Agreements and any other
document  referred to herein or therein without the prior written consent of the
Bank.

<PAGE>
          8.8     Partial Invalidity.  If any provision of this Agreement or the
                  ------------------
Financing  Agreements is held to be invalid or unenforceable, such invalidity or
unenforceability shall not invalidate this Agreement or the Financing Agreements
as a whole but this Agreement or the particular Financing Agreement, as the case
may be, shall be construed as though it did not contain the particular provision
or provisions held to be invalid or unenforceable and the rights and obligations
of  the  parties shall be construed and enforced only to such extent as shall be
permitted  by  law.

          8.9     Headings.  The  headings  used herein are for convenience only
                  --------
and  do  not constitute matters to be considered in interpreting this Agreement.

          8.10  WAIVER  OF JURY TRIAL.  THE PARTIES HERETO HEREBY WAIVE TRIAL BY
                ---------------------
JURY  IN  ANY  LITIGATION  IN  ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR
ARISING  OUT  OF  THIS  AGREEMENT,  THE  FINANCING AGREEMENTS OR ANY INSTRUMENT,
DOCUMENT  OR  GUARANTY  DELIVERED  PURSUANT  HERETO OR THERETO, OR THE VALIDITY,
PROTECTION,  INTERPRETATION, ADMINISTRATION, COLLECTION OR ENFORCEMENT HEREOF OR
THEREOF,  OR  ANY  OTHER  CLAIM  OR  DISPUTE  HEREUNDER  OR  THEREUNDER.

          8.11  JURISDICTION;  SERVICE  OF  PROCESS.  THE  BORROWER  HEREBY
                -----------------------------------
IRREVOCABLY  CONSENTS  TO  THE JURISDICTION OF THE SUPREME COURT OF THE STATE OF
NEW  YORK  FOR  THE COUNTY OF NEW YORK, AND THE UNITED STATES DISTRICT COURT FOR
THE  SOUTHERN  DISTRICT  OF NEW YORK IN CONNECTION WITH ANY ACTION OR PROCEEDING
ARISING  OUT  OF  OR RELATING TO THIS AGREEMENT, THE FINANCING AGREEMENTS OR ANY
DOCUMENT,  INSTRUMENT  OR GUARANTY DELIVERED PURSUANT HERETO OR THERETO.  IN ANY
SUCH  LITIGATION  THE BORROWER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT
OR  OTHER  PROCESS  AND AGREES THAT THE SERVICE THEREOF MAY BE MADE IN ANY OTHER
MANNER  PERMITTED  BY  THE  RULES  OF  EITHER  OF  SAID  COURTS.

          8.12  Conflicts.  In  the  event  that any provision of this Agreement
                ---------
conflicts  with  the  Financing  Agreements,  or with any document or instrument
delivered in connection herewith or therewith, the terms of this Agreement shall
control,  notwithstanding  such  conflict.


                              HOTEL  OUTSOURCE  SERVICES,  INC.


                                   /s/  Jacob  Ronnel
                              By:____________________________
                                        Jacob  Ronnel
                                        President



<PAGE>
                              BANK  LEUMI  USA

                                    /s/ Gil  Hershman
                              By:___________________________
                                        Gil  Hershman
                                        Vice  President


                              By:___________________________


<PAGE>

EXHIBIT A

<PAGE>
                                                                    [LETTERHEAD]
                                                                      Bank Leumi

INSTALLMENT  PROMISSORY  NOTE

$550,000                                                           July__,  2002

A GENERAL;  TERMS  OF  PAYMENT

1.     FOR  VALUE  RECEIVED,  the undersigned, Hotel Outsource Services, Inc., a
corporation  organized under the laws of the State of Delaware (the "Borrower"),
hereby  promise(s)  to  pay  to the order of BANK LEUMI USA (the "Bank"), at its
office at 562 Fifth Avenue, New York, New York the principal sum of Five Hundred
Fifty  Thousand  Dollars  ($550,000)  in  sixty  (60)  consecutive  monthly
installments, the first fifty-nine (59) in the principal amount of Nine Thousand
One  Hundred  Sixty-Seven  ($9,167)  Dollars,  and the sixtieth in the principal
amount of Nine Thousand One Hundred Forty-Seven ($9,147) Dollars, payable on the
first  day  of  each  month  in  each  year,  commencing  October  1,  2002;

The  Borrower  will pay interest on the unpaid principal amount hereof from time
to  time  outstanding, computed on the basis of a 360-day year, at a rate of ten
(10%)  percent  per  annum.

The Borrower will pay interest, at the rate described above, monthly, commencing
July  1,  2002,  together  with  each  payment  of principal, 8618661at maturity
(whether by acceleration or otherwise) and upon the making of any prepayment, as
hereinafter  provided.  In  addition,  the  Borrower  will  pay  interest on any
overdue  installment  of  principal  for  the period for which it is overdue, on
demand,  at  a rate equal to 3% per annum above the rate of interest hereinabove
indicated.  In  no  event shall interest exceed the maximum legal rate permitted
by  law.

      2.  All  Property  (as  hereinafter  defined)  held  by  the Bank shall be
subject  to a security interest in favor of the Bank as security for any and all
Liabilities  (as  hereinafter  defined).  The  term  "Property"  shall  mean the
balance  of  every  deposit  account of the Borrower with the Bank or any of the
Bank's  nominees  or  agents and all other obligations of the Bank or any of its
nominees  or  agents to the Borrower, whether now existing or hereafter arising,
and  all  other  personal property of the Borrower (including without limitation
all  money,  accounts,  general  intangibles,  goods, instruments, documents and
chattel paper) which, or evidence of which, are now or at any time in the future
shall  come  into the possession or under the control of or be in transit to the
Bank  or  any of its nominees or agents for any purpose, whether or not accepted
for  the purposes for which it was delivered.  The term "Liabilities" shall mean
the  indebtedness evidenced by this Note and all other indebtedness, liabilities
and  obligations  of any kind of the Borrower (or any partnership or other group
of  which  the Borrower is a member) to (a) the Bank, (b) any group of which the
Bank  is  a  member,  or (c) any other person if the Bank has a participation or
other interest in such indebtedness, liabilities or obligations, whether (i) for
the  Bank's  own  account  or  as  agent  for  others, (ii) acquired directly or
indirectly  by  the  Bank  from  the  Borrower  or  others,  (iii)  absolute  or
contingent,  joint or several, secured or unsecured, liquidated or unliquidated,

<PAGE>

due  or  not due, contractual or tortious, now existing or hereafter arising, or
(iv)  incurred  by  the  Borrower  as  principal, surety, endorser, guarantor or
otherwise,  and  including without limitation all expenses, including attorneys'
fees, incurred by the Bank in connection with any such indebtedness, liabilities
or  obligations  or any of the Property (including any sale or other disposition
of  the  Property).

      3.  Prepayment.  The  Borrower shall have the right to prepay this Note in
whole at any time or in part from time to time (but if in part, in the principal
amount  of $25,000.00 or any whole multiple thereof), in each case upon not less
than  10  days  prior  written  notice  to the Bank, without penalty or premium,
provided  that on each prepayment the Borrower shall pay accrued interest on the
principal  amount  so  prepaid  to the date of such prepayment, and each partial
prepayment  shall  be  applied  to  the installments of this Note in the inverse
order  of  their  stated  maturities.

      4.  Manner  of  Payment.  All  payments  by  the  Borrower  on  account of
principal,  interest  or  fees  hereunder  shall  be made in lawful money of the
United  States  of  America,  in  immediately  available  funds.  The  Borrower
authorizes  (but  shall not require) the Bank to debit any account maintained by
the  Borrower  with  the  Bank, at any date on which a payment is due under this
Note,  in an amount equal to any unpaid portion of such payment.  If any payment
of  principal  or  interest becomes due on a day on which the Bank is closed (as
required or permitted by law or otherwise), such payment shall be made not later
than  the  next  succeeding  business  day  except  as may be otherwise provided
herein, and such extension shall be included in computing interest in connection
with  such  payment.  In the event that any other Liabilities of the Borrower to
the  Bank are due at any time that the Bank receives a payment from the Borrower
on  account of this Note or any such other Liabilities of the Borrower, the Bank
may  apply  such  payments  to  amounts  due  under  this Note or any such other
Liabilities in such manner as the Bank, in its discretion, elects, regardless of
any  instructions from the Borrower to the contrary.  The Bank or any holder may
accept  late payments, or partial payments, even though marked "payment in full"
or  containing  words of similar import or other conditions, without waiving any
of  its  rights.

B.     EVENTS  OF  DEFAULT:  REMEDIES

     The  occurrence of any one or more of the following events shall constitute
an  "Event  of  Default"under this Note:  (i) the Borrower shall fail to pay any
installment  of  principal or interest on the Note when due and payable; or (ii)
the  Borrower  shall  fail  to pay and satisfy any other Obligation when due and
payable;  or  (iii) there shall be a default in the observance or performance of
any  covenant,  condi-tion  or  agreement  set  forth in Sections 5.1 or 5.11 or
Section  6  (other  than  with  respect to an involuntary lien or encumbrance as
prohibited  in  Section  6.1)  of the Credit Agreement; or (iv) there shall be a
default  in  the  observance  or performance of any other covenant, condition or
agreement  contained in the Credit Agreement, in any of the Financing Agreements
or  in  any  other  document  or instrument referred to herein or therein, which
default  shall  continue unremedied or uncured for a period of fifteen (15) days
after  notice  thereof  has  been  given  to  the  Borrower; or (v) any material
representation  or  warranty  made  by  or  on  behalf of the Borrower or either
Guarantor,  whether  contained  in  this  Agreement,  in  any  of  the Financing
Agreements, or in any other document or instrument referred to herein or therein
or  delivered  in connection with any of the transactions contemplated herein or
therein,  shall  prove  to  have been false or incorrect in any material respect
when  made;  or  (vi)  the  Borrower  or either Guarantor shall (a) apply for or
consent  to  or acquiesce in the appointment of or the taking of possession by a
receiver,  liquidator, custodian or trustee of itself or of all or a substantial
part  of  its  property,  (b)  admit  in  writing its inability, or be generally
unable, to pay its debts as such debts become due, (c) make a general assignment
for  the  benefit  of  its  creditors,  (d)  commence a voluntary case under the
Federal  Bankruptcy  Code (as now or hereafter in effect) or any similar foreign
law,  (e) file a petition seeking to take advantage of any other law relating to
bankruptcy, insolvency, reorganization, winding up, or composition or adjustment
of debts, (f) fail to controvert in a timely or appropriate manner, or acquiesce
in  writing  to,  any petition filed against itself in an involuntary case under

<PAGE>

such  Bankruptcy  Code, or any similar foreign law, or (vii) take any action for
the  purpose  of  effecting any of the foregoing; or (viii) a proceeding or case
shall be commenced, without the application or consent of the Borrower or either
Guarantor,  in  any  court  of  competent jurisdiction, seeking (a) liquidation,
reorganization, dissolution, winding up or composition or adjustment of debts of
the  Borrower  or  either Guarantor, (b) the appointment of a trustee, receiver,
liquidator, custodian or the like of the Borrower, or either Guarantor of all or
any  substantial  part of any of its assets, or (c) similar relief under any law
relating to bankruptcy, insolvency, reorganization, winding-up or composition or
adjustment  of debts, and such proceeding or case shall continue undismissed, or
an order, judgment or decree approving or ordering any of the foregoing shall be
entered  and  continue unstayed and in effect, for a period of thirty (30) days;
or  any  order  for  relief  against  the Borrower or either Guarantor, shall be
entered in an involuntary case under the Bankruptcy Code, or any similar foreign
law, and shall continue unstayed and in effect for a period of thirty (30) days;
or  (ix)  any  order,  judgment,  or  decree  shall be entered in any proceeding
requiring  the  Borrower  or  either Guarantor to divest itself of a substantial
part  of  its assets, and if, within sixty (60) days after entry thereof (unless
or  until enforcement is sooner commenced), such order, judgment or decree shall
not  have  been  discharged  or  execution thereof stayed pending appeal; or if,
within  thirty  (30) days after the expiration of any such stay (unless or until
enforcement  is sooner commenced), such judgment, order or decree shall not have
been  discharged;  or  (x)  one  or  more  judgments  exceeding  $25,000  in the
aggregate,  against  the  Borrower,  or attachments to recover more than $25,000
against any Borrower=s property remain unpaid, unstayed on appeal, undischarged,
unbonded  or  undismissed  for  a  period  of  thirty  (30) days, or enforcement
proceedings  are commenced with respect to any judgment against the Borrower; or
(xi)  the  Borrower shall (a) fail to pay any indebtedness for borrowed money or
any  interest  or  premium  thereon,  when  due  (whether by scheduled maturity,
required  prepayment, acceleration, demand or otherwise); or (b) fail to perform
or  observe  any  term,  covenant  or  condition  on its part to be performed or
observed  under  any  agreement  or  instrument relating to any indebtedness for
borrowed money, when required to be performed or observed, if the effect of such
failure  to  perform  or observe is to accelerate, or to permit the acceleration
after  the giving of notice or passage of time, or both, of the maturity of such
indebtedness,  or any such indebtedness shall be declared to be due and payable,
or  required  to  be  prepaid  (other  than  by  a  regularly scheduled required
prepayment),  prior  to  the  stated  maturity thereof; or (c) allow any account
maintained  by  them at the Bank to be overdrawn for a period which exceeds five
(5)  days after notice from the Bank; or (xii) any of the following events occur
or  exist  with  respect to the Borrower or any of its ERISA Affiliates: (a) any
Prohibited Transaction involving any Plan; (b) any Reportable Event with respect
to any Plan; (c) the filing under Section 4041 of ERISA of a notice of intent to
terminate any Plan or the termination of any Plan; (d) any event or circumstance
that  might constitute grounds entitling the PBGC to institute proceedings under
Section  4042  of  ERISA  for  the  termination  of, or for the appointment of a
trustee  to  administer,  any  Plan,  or the institution by the PBGC of any such
proceedings;  (e)  complete  or partial withdrawal under Section 4201 or 4204 of
ERISA from a Multiemployer Plan or the reorganization, insolvency or termination

<PAGE>

of  any  Multiemployer  Plan;  and  in each case above, such event or condition,
together  with  all  other events or conditions, if any, could in the reasonable
opinion  of  the  Bank subject either the Borrower or any ERISA Affiliate to any
material  tax,  penalty  or other liability to a Plan, a Multiemployer Plan, the
PBGC  or  otherwise (or any combination thereof); or (xiii) any material portion
of  the Collateral is attached, seized, becomes subject to a writ or distress or
a  warrant, or is levied upon; or (xiv) the Hyatt Agreement is terminated, other
than  at  the end of its initial term, or Hyatt Corporation commences any action
or  proceeding against the Borrower to terminate the Hyatt Agreement, or for any
other purpose including money damages; then and in any such event, this Note, if
not  then  due  or  payable  on demand, shall become due and payable immediately
without  demand  or notice and all other debts or obligations of the Borrower to
the  Bank  or  holder  hereof,  whether  due  or  not  due and whether direct or
contingent  and  howsoever evidenced, shall, at the option of the Bank or holder
hereof,  also  become  due  and  payable  immediately  without demand or notice.

     The  balance  of  every account of the Borrower with, and each claim of the
Borrower  against the Bank existing from time to time shall be subject to a lien
and  subject  to  be  set  off  against any and all Liabilities, including those
hereunder.

MISCELLANEOUS

     1.  No  Waiver; Remedies Cumulative.  No failure on the part of the Bank to
exercise,  and  no  delay  in  exercising any right hereunder shall operate as a
waiver thereof nor shall any single or partial exercise by the Bank of any right
hereunder  preclude any other or further exercise thereof or the exercise of any
other  right.  The  remedies herein provided are cumulative and not exclusive of
any  remedies  provided  by any other instrument or document or under applicable
law.

     2.  Costs  and  Expenses.  The  Borrower  shall  reimburse the Bank for all
costs  and  expenses  incurred  by  it  and  shall  pay  the reasonable fees and
disbursements  of  counsel  to  the  Bank  in connection with enforcement of the
Bank's  rights  hereunder.  The Borrower shall also pay any and all taxes (other
than  taxes on or measured by net income of the holder of this Note) incurred or
payable  in  connection  with  the  execution  and  delivery  of  this  Note.

     3.  Amendments.  No  amendment,  modification or waiver of any provision of
this  Note  nor  consent  to  any  departure  by the Borrower therefrom shall be
effective  unless  the  same shall be in writing and signed by the Bank and then
such  waiver or consent shall be effective only in the specific instance and for
the  specific  purpose  for  which  given.

4.  Construction.  This  Note  shall  be  deemed to be a contract made under the
laws of the State of New York and shall be construed in accordance with the laws
of  said  State.

<PAGE>

     5.  Successors  and  Assigns.  This Note shall be binding upon the Borrower
and  its  heirs,  legal  representatives,  successors  and assigns and the terms
hereof  shall  inure  to the benefit of the Bank and its successors and assigns,
including  subsequent  holders  hereof.

     6.  Severability.  The  provisions  of  this Note are severable, and if any
provision  shall  be  held  invalid  or unenforceable in whole or in part in any
jurisdiction,  then  such invalidity or unenforceability shall not in any manner
affect  such  provision in any other jurisdiction or any other provision of this
Note  in  any  jurisdiction.

7.     Definitions.  Capitalized  terms used in this Note and not defined herein
shall  have the meanings defined in the Credit Agreement, dated as of even date,
between  the  Bank  and  the  Borrower  (the  "Credit  Agreement"), which Credit
Agreement  sets  forth  the terms and conditions pursuant to which the Term Loan
evidenced  by  this  Note  was  made.

8.  Jurisdiction;  Waiver  of  Jury  Trial.  The  Borrower  hereby  irrevocably
consents  to  the jurisdiction of any New York State or Federal court located in
New  York  City over any action or proceeding arising out of any dispute between
the  Borrower and the Bank, and the Borrower further irrevocably consents to the
service  of process in any such action or proceeding by the mailing of a copy of
such  process  to  the Borrower at the address set forth below.  In the event of
litigation between the Bank and the Borrower over any matter connected with this
Note  or  resulting from transactions hereunder, the right to a trial by jury is
hereby  waived by the Bank and the Borrower.  The Borrower also waives the right
to  interpose  any  set-off  or  counterclaim  of  any  nature.8618661BLBank
Leumi8618661This  text  should  not  be  altered



                     Hotel  Outsource  Services,  Inc.
                     ---------------------------------
                     (Name  of  maker)

                          /s/ Jacob  Ronnel
                     By:  _______________________________________
                              Jacob  Ronnel,  President
                          _______________________________________

                          _______________________________________


                          40  Wall  Street
                          ----------------------

                          New  York,  NY  10005
                         ---------------------------

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