exhibit4_5.htm


    Exhibit
4.5

    


    FORM
OF RIGHTS CERTIFICATE

    


    
      	 
      	 
      	 
      
	
              Subscription
      Rights Certificate Number:

            	 
      	
                                            

            
	 
      	 
      	 
      
	
              Number
      of Shares of Common Stock Held on

              Record
      Date:

            	 
      	 
      
	 
      	 
      	 
      
	
              Number
      of Rights Represented by this Subscription

              Rights
      Certificate:

            	 
      	 
      
	 
      	 
      	 
      
	
              Maximum
      Number of Shares of Common Stock

              You
      May Subscribe For Pursuant to the

              Basic
      Subscription Right:

            	 
      	 
      
	 
      	 
      	 
      
	
              Maximum
      Number of Shares of Common Stock

              You
      May Subscribe For Pursuant to the

              Over-Subscription
      Privilege (subject to availability):

            	 
      	 
      


    

     

    HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC.

    


    SUBSCRIPTION
RIGHTS CERTIFICATE TO SUBSCRIBE FOR SHARES OF COMMON STOCK FOR HOLDERS OF RECORD
OF COMMON STOCK ON [____, 2009]

     

    EXERCISABLE
ON OR BEFORE 5:00 P.M., NEW
YORK CITY TIME, ON [ ____, 2009],

    UNLESS THE
COMPANY EXTENDS THE RIGHTS OFFERING PERIOD (THE “EXPIRATION
DATE”)

     

    Hotel Outsource Management
International, Inc. (the “Company”) is conducting a rights
offering whereby the Company is distributing non-transferable rights
(the “Subscription
Rights”) to the
holders (the “Recordholders”) of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), as of 5:00 p.m., New
York City time, on  [  ], 2009 (the “Record Date”). Each Recordholder will receive one
Subscription Right for each whole share of Common Stock at 5:00 p.m., New
York City time, on the Record Date. Each Subscription Right entitles the holder
of the Subscription Right to subscribe for and purchase 0.2280 shares of
Common Stock (the “Basic Subscription
Right”) at a
subscription price of $0.04 per share (the “Subscription
Price”). Each
holder of Subscription Rights who exercises the Basic Subscription Right in full
will be eligible to an over-subscription privilege (the “Over-Subscription
Privilege”) to
subscribe for a portion of any shares of Common Stock that are not purchased by
the Recordholders through the exercise of their Basic Subscription Rights (the
“Unsubscribed
Shares”),
subject to availability and the limitations described in the
Prospectus, dated  [  ], 2009 (the “Prospectus”).

    


    Set forth above is the number
of Subscription Rights evidenced by this Rights Certificate. You have been
issued one Subscription Right for each whole share of Common Stock owned at
5:00 p.m.,
New York City time, on the Record Date. To subscribe for shares of Common Stock
pursuant to your Subscriptions Rights, please complete all applicable
information on the reverse side of this Rights Certificate.

     

    THIS RIGHTS CERTIFICATE AND
THE SUBSCRIPTION
RIGHTS HEREUNDER ARE

    NON-TRANSFERABLE,
EXCEPT AS DISCLOSED IN THE PROSPECTUS.

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC.

    SUBSCRIPTION
RIGHTS CERTIFICATE

    
      	 
      	 
      
	
              A.  

            	
              Basic
      Subscription Right. Number of shares of Common Stock subscribed for
      through the Basic Subscription Right (not to exceed  0.2280
      shares of Common Stock per each Subscription Right
  held):

            


    

    _____shares of Common
Stock.

    
      	 
      	 
      
	
              B.  

            	
              Over-Subscription
      Privilege. Number of shares of Common Stock subscribed for through the
      Over Subscription Privilege (limited to five times the number of shares
      subscribed for under the Basic Subscription Right, which must be fully
      exercised):

            


    

    _____shares of Common
Stock.

    
      	 
      	 
      
	
              C.  

            	
              Total
      Subscription Price (sum lines A and B multiplied by
      $[          ]):
      $__________________

            


    

     

    For a more complete
description of the terms and conditions of the Rights Offering, please refer to
the Prospectus,

    which is incorporated herein
by reference.

     

    For information or to request
copies of materials related to the Rights Offering,
contact Andrea
I. Weinstein at: 212-344-1600

     

    SUBSCRIPTION
TO PURCHASE COMMON STOCK OF HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL
INC.

    RETURN
TO:

    STANDARD
REGISTRAR & TRANSFER CO. INC.

    12528
SOUTH 1840 EAST

    DRAPER,
UTAH 84020

    


    THIS RIGHTS
OFFERING EXPIRES AT 5:00 P.M., NEW YORK CITY TIME,
ON  [  ], 2009, UNLESS EXTENDED, AND THIS SUBSCRIPTION
CERTIFICATE IS VOID THEREAFTER.

     

    I hereby
irrevocably subscribe for the number of shares of common stock indicated on the
Rights Certificate(s) upon
the terms and conditions specified in the Prospectus relating thereto. Receipt
of the Prospectus is hereby acknowledged.

    Signature:  This form must
be signed by the
registered holder(s) exactly as their name(s) appears on this Rights
Certificate(s)
or by person(s) authorized to sign on behalf of the registered holder(s) by
documents transmitted herewith.

    


    
      	
              X

            	 
      	 
      
	
              Signature

            	
              Date

            	
              Daytime
      Telephone #

            
	 
      	 
      	 
      
	
              X

            	 
      	 
      
	
              Signature

            	
              Date

            	
              Daytime
      Telephone #

            


    

    


    If you are signing in your
capacity as a trustee, executor, administrator,
guardian, attorney-in-fact, agent, officer of a corporation, or another
capacity, or another acting in a fiduciary or representative capacity or
representative capacity, please provide the following
information:

     

    Name:__________________________

     

    Capacity: ________________________

     

    IMPORTANT:  Signatures
guaranteed by (i) a commercial bank or trust company; (ii) a member
firm of a domestic stock exchange; or (iii) a savings bank or credit union,
is required if this Rights Certificate is not registered in your
name or you are not an eligible institution:

     

    Signature: ________________________                                                                                                Guarantee
By: _____________________


    
      
         


      

      
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