**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**FORM      10-QSB**

| x | **QUARTERLY                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                ACT OF                1934** |
|---|------------------------------------------------------------------------------------------------------------------------------------------|

| For                the quarterly period ended: March                31, 2007 |
|------------------------------------------------------------------------------|

| o  | **TRANSITION                REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT                OF                1934** |
|---------|----------------------------------------------------------------------------------------------------------------------------------------|

| For                the transition period from: _______to                _______ |
|---------------------------------------------------------------------------------|

| Commission                file number:  000-31037 |
|--------------------------------------------------------|

| Nevada                                                                                       | 87-0540713                                                         |
|----------------------------------------------------------------------------------------------|--------------------------------------------------------------------|
| (State                or other jurisdiction of                incorporation or organization) | (I.R.S.                Employer Identification                No.) |
|                                                                                         |
| 1072                Madison Ave., Lakewood, NJ 08701                                         |
| (Address                of principal executive offices)                                      |
|                                                                                         |
| (732)                730-0116                                                                |
| (Issuer’s                telephone number)                                             |

----

**Applicable      Only to Issuers Involved in Bankruptcy Proceedings During the Preceding Five      Years**

**Applicable      Only to Corporate Issuers**

| 23,898,165                shares of common stock, $0.001 par value, as of April 20,                2007 |
|---------------------------------------------------------------------------------------------------------|

**Transitional      Small Business Disclosure Format (check one): **

----

**FORM      10-QSB**

**TABLE      OF CONTENTS**

|                                                                                                                                                          |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| PART                  I - FINANCIAL INFORMATION                                                                                                               |   | 1 |   |
|                                                                                                                                                          |   |   |   |
|    ITEM                  1. FINANCIAL STATEMENTS                                                                                               |   | 1 |   |
|                                                                                                                                                          |   |   |   |
|          Condensed                  Consolidated Balance Sheets (Unaudited)                                      |   | 1 |   |
|                                                                                                                                                          |   |   |   |
|          Condensed                  Consolidated Statements of Operations (Unaudited)                            |   | 2 |   |
|                                                                                                                                                          |   |   |   |
|          Condensed                  Consolidated Statements of Cash Flows(Unaudited)                             |   | 3 |   |
|                                                                                                                                                          |   |   |   |
|          Notes                  to Condensed Consolidated Financial Statements (Unaudited)                       |   | 4 |   |
|                                                                                                                                                          |   |   |   |
|    ITEM                  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION                  OR PLAN OF                  OPERATION |   | 6 |   |
|                                                                                                                                                          |   |   |   |
|    ITEM                  3. CONTROLS AND PROCEDURES                                                                                            |   | 10 |   |
|                                                                                                                                                          |   |   |   |
| PART                  II - OTHER INFORMATION                                                                                                                  |   | 10 |   |
|                                                                                                                                                          |   |   |   |
|    ITEM                  1. LEGAL PROCEEDINGS                                                                                                  |   | 10 |   |
|                                                                                                                                                          |   |   |   |
|    ITEM                  2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF                  PROCEEDS                                       |   | 10 |   |
|                                                                                                                                                          |   |   |   |
|    ITEM                  3. DEFAULTS UPON SENIOR SECURITIES                                                                                    |   | 10 |   |
|                                                                                                                                                          |   |   |   |
|    ITEM                  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                |   | 11 |   |
|                                                                                                                                                          |   |   |   |
|    ITEM                  5. OTHER INFORMATION                                                                                                  |   | 11 |   |
|                                                                                                                                                          |   |   |   |
|    ITEM                  6. EXHIBITS                                                                                                           |   | 11 |   |
|                                                                                                                                                          |   |   |   |
| SIGNATURE                                                                                                                                                     |   | 15 |   |

----

**PART      I - FINANCIAL INFORMATION**

**Item        1. Financial Statements.**
** **

**eROOMSYSTEM        TECHNOLOGIES, INC. AND SUBSIDIARIES**

**CONDENSED        CONSOLIDATED BALANCE SHEETS (UNAUDITED)**

|                                                                                                                                                                                                                             |   |   |                                   |   |   |                                      |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|----------------------------------------|--------|--------|-------------------------------------------|--------|
|                                                                                                                                                                                                                             |   |   | **March                      31,**2007 |   |   | **December                      31,**2006 |   |
|                                                                                                                                                                                                                             |   |   |                                   |   |   |                                      |   |
|                                                                                                                                                                                                                             |   |   |                                   |   |   |                                      |   |
| **ASSETS**                                                                                                                                                                                                                       |   |   |                                   |   |   |                                      |   |
| **CURRENT                    ASSETS**                                                                                                                                                                                       |   |   |                                   |   |   |                                      |   |
| Cash                    and cash equivalents                                                                                                                                                                                     |   | $      | 1,658,804                              |   | $      | 1,480,720                                 |   |
| Accounts                    receivable, net of allowance for doubtful accounts of $40,270                    and                                                                                                                 |   |   |                                   |   |   |                                      |   |
| $49,520                    at March 31, 2007 and December 31, 2006, respectively                                                                                                                                                 |   |   | 237,765                                |   |   | 280,608                                   |   |
| Note                    receivable                                                                                                                                                                                               |   |   | 6,724                                  |   |   | 17,534                                    |   |
| Prepaid                    expenses                                                                                                                                                                                              |   |   | 4,538                                  |   |   | 1,797                                     |   |
| **Total                    Current Assets**                                                                                                                                                                                      |   |   | 1,907,831                              |   |   | 1,780,659                                 |   |
|                                                                                                                                                                                                                             |   |   |                                   |   |   |                                      |   |
| **REFRESHMENT                      CENTERS IN SERVICE**,                      $2,620,194 and $2,512,447 at March 31, 2007 and December                      31, 2006,                      respectively                          |   |   | 733,244                                |   |   | 840,991                                   |   |
|                                                                                                                                                                                                                             |   |   |                                   |   |   |                                      |   |
| **PROPERTY                    AND EQUIPMENT**                                                                                                                                                                               |   |   |                                   |   |   |                                      |   |
| Computer                    equipment and office equipment, net of accumulated depreciation                    of $4,854                    and $4,147, at March 31, 2007 and December 31, 2006,                    respectively |   |   | 4,476                                  |   |   | 5,183                                     |   |
| **INVESTMENT                    IN MARKETABLE SECURITIES**                                                                                                                                                                  |   |   | 64,075                                 |   |   | 64,075                                    |   |
|                                                                                                                                                                                                                             |   |   |                                   |   |   |                                      |   |
| **NOTE                      RECEIVABLE,**net                      of unamortized discount of $408 and $896 at March 31, 2007                      and                      December 31, 2006, respectively                       |   |   | 149,592                                |   |   | 149,103                                   |   |
| **DEPOSITS**                                                                                                                                                                                                                |   |   | 1,382                                  |   |   | 5,813                                     |   |
| **Total                    Assets **                                                                                                                                                                                   |   | $      | 2,860,600                              |   | $      | 2,845,824                                 |   |
|                                                                                                                                                                                                                             |   |   |                                   |   |   |                                      |   |
|  **LIABILITIES                    AND STOCKHOLDERS'                    EQUITY**                                                                                                                                             |   |   |                                   |   |   |                                      |   |
| **CURRENT                    LIABILITIES**                                                                                                                                                                                  |   |   |                                   |   |   |                                      |   |
| Accounts                    payable                                                                                                                                                                                              |   | $      | 37,520                                 |   | $      | 57,512                                    |   |
| Accrued                    liabilities                                                                                                                                                                                           |   |   | 46,253                                 |   |   | 99,634                                    |   |
| Customer                    deposits                                                                                                                                                                                             |   |   | 11,758                                 |   |   | 11,758                                    |   |
| Deferred                    maintenance revenue                                                                                                                                                                                  |   |   | 11,777                                 |   |   | 12,357                                    |   |
| **Total                    Current Liabilities**                                                                                                                                                                                 |   |   | 107,308                                |   |   | 181,261                                   |   |
| **Total                    Liabilities **                                                                                                                                                                              |   |   | 107,308                                |   |   | 181,261                                   |   |
| **COMMITMENTS                    AND CONTINGENCIES**                                                                                                                                                                             |   |   | -                                      |   |   | -                                         |   |
|                                                                                                                                                                                                                             |   |   |                                   |   |   |                                      |   |
|                                                                                                                                                                                                                             |   |   |                                   |   |   |                                      |   |
| **STOCKHOLDERS'                    EQUITY**                                                                                                                                                                                 |   |   |                                   |   |   |                                      |   |
| Preferred                    stock, $0.001 par value; 5,000,000 shares authorized; none                    outstanding                                                                                                           |   |   | -                                      |   |   | -                                         |   |
| Common                    stock, $0.001 par value; 50,000,000 shares authorized; 23,898,165                    and                                                                                                               |   |   |                                   |   |   |                                      |   |
| 23,898,165                    shares outstanding at March 31, 2007 and December 31, 2006,                    respectively                                                                                                        |   |   | 23,898                                 |   |   | 23,898                                    |   |
| Additional                    paid-in capital                                                                                                                                                                                    |   |   | 33,756,935                             |   |   | 33,751,605                                |   |
| Warrants                    and options outstanding                                                                                                                                                                              |   |   | 368,578                                |   |   | 373,908                                   |   |
| Accumulated                    deficit                                                                                                                                                                                           |   |   | (31,396,119                            | )      |   | (31,484,848                               | )      |
| **Total                    Stockholders' Equity**                                                                                                                                                                                |   |   | 2,753,292                              |   |   | 2,664,563                                 |   |
|                                                                                                                                                                                                                             |   |   |                                   |   |   |                                      |   |
| **Total                    Liabilities and Stockholders' Equity **                                                                                                                                                     |   | $      | 2,860,600                              |   | $      | 2,845,824                                 |   |

| See                  accompanying notes to unaudited condensed consolidated financial                  statements |
|-------------------------------------------------------------------------------------------------------------------|

----

| **eROOMSYSTEM                  TECHNOLOGIES, INC. AND SUBSIDIARIES**                                                                                    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------|
| **CONDENSED                  CONSOLIDATED STATEMENTS OF OPERATIONS                  (UNAUDITED)**                                                       |
|                                                                                                                                                    |   |   |   |   |   |   |   |
|                                                                                                                                                    |   |   |   |   |   |   |   |
| ***For                  the Three Months Ended March 31,***                                                                                             | **2007** |   |   | **2006** |   |
|                                                                                                                                                    |   |   |   |   |   |   |   |
| **REVENUE**                                                                                                                                             |   |   |   |   |   |   |   |
| Revenue-sharing                  arrangements                                                                                                           |   | $ | 219,972 |   | $ | 274,278 |   |
| Maintenance                  fees                                                                                                                       |   |   | 66,179 |   |   | 81,087 |   |
| Product                  sales                                                                                                                          |   |   | 3,750 |   |   | 53,425 |   |
|  **Total                  Revenue**                                                                                                                |   |   | 289,901 |   |   | 408,790 |   |
| **COST                  OF REVENUE**                                                                                                                    |   |   |   |   |   |   |   |
| Revenue-sharing                  arrangements                                                                                                           |   |   | 107,747 |   |   | 111,573 |   |
| Maintenance                                                                                                                                             |   |   | 13,564 |   |   | 13,932 |   |
| Product                  sales                                                                                                                          |   |   | 1,584 |   |   | 57,623 |   |
|  **Total                  Cost of Revenue**                                                                                                        |   |   | 122,895 |   |   | 183,128 |   |
| **GROSS                  MARGIN**                                                                                                                       |   |   | 167,006 |   |   | 225,662 |   |
|                                                                                                                                                    |   |   |   |   |   |   |   |
| **OPERATING                  EXPENSES**                                                                                                                 |   |   |   |   |   |   |   |
| Selling,                    general and administrative expense, including non-cash                    compensation of $0 and $16,588, respectively |   |   | 107,118 |   |   | 169,175 |   |
| Sales                  tax settlement                                                                                                                   |   |   | - |   |   | 32,466 |   |
| Interest                  expense                                                                                                                       |   |   | - |   |   | 22,912 |   |
| Interest                  and other income                                                                                                              |   |   | (20,341 | ) |   | (16,586 | ) |
|  **Net                  Operating Expenses**                                                                                                       |   |   | 86,777 |   |   | 207,967 |   |
| **Income                  from Operations**                                                                                                             |   |   | 80,229 |   |   | 17,695 |   |
| Gain                  on forgiveness of liabilities and debt                                                                                            |   |   | 8,500 |   |   | - |   |
| **Net                  Income**                                                                                                                         |   | $ | 88,729 |   | $ | 17,695 |   |
| **Basic                  Earnings Per Common Share**                                                                                                    |   | $ | 0.00 |   | $ | 0.00 |   |
| **Diluted                  Earnings Per Common Share**                                                                                                  |   | $ | 0.00 |   | $ | 0.00 |   |
|                                                                                                                                                    |   |   |   |   |   |   |   |
| See                  accompanying notes to unaudited condensed consolidated financial                  statements                                       |

----

| **eROOMSYSTEM                  TECHNOLOGIES, INC. AND SUBSIDIARIES**                              |
|---------------------------------------------------------------------------------------------------|
| **CONDENSED                  CONSOLIDATED STATEMENTS OF CASH FLOWS                  (UNAUDITED)** |

| ***For                  the Three Months Ended March 31,***                                                         |   |   | **2007**  |   |   | **2006**  |   |
|---------------------------------------------------------------------------------------------------------------------|--------|--------|-----------|--------|--------|-----------|--------|
| **CASH                  FLOWS FROM OPERATING ACTIVITIES**                                                           |   |   |      |   |   |      |   |
| Net                  income                                                                                         |   | $      | 88,729    |   | $      | 17,695    |   |
| Adjustments                  to reconcile net income to net cash provided by operating                  activities: |   |   |      |   |   |      |   |
| Depreciation                                                                                                        |   |   | 108,454   |   |   | 112,042   |   |
| Gain                  on forgiveness of debt and liabilities                                                        |   |   | (8,500    | )      |   | -         |   |
| Loss                  on sale of refreshment centers                                                           |   |   | -         |   |   | 7,622     |   |
| Interest                  income from shareholder receivables                                                       |   |   | -         |   |   | (819      | )      |
| Interest                  income from other receivable                                                              |   |   | (279      | )      |   | (1,210    | )      |
| Accretion                  of debt discount                                                                         |   |   | -         |   |   | 4,356     |   |
| Amortization                  of discount on note receivable                                                        |   |   | (489      | )      |   | (489      | )      |
| Non-cash                  compensation expense                                                                      |   |   | -         |   |   | 16,588    |   |
| Changes                  in operating assets and liabilities:                                                       |   |   |      |   |   |      |   |
|  Accounts                  receivable                                                                          |   |   | 42,843    |   |   | (3,034    | )      |
|  Prepaid                  expenses                                                                             |   |   | (2,741    | )      |   | 1,421     |   |
|  Accounts                  payable                                                                             |   |   | (11,492   | )      |   | (11,345   | )      |
|  Accrued                  liabilities                                                                          |   |   | (53,381   | )      |   | (61,551   | )      |
|  Customer                  deposits and deferred maintenance revenue                                           |   |   | (580      | )      |   | 8,259     |   |
|  **Net                  Cash Provided By Operating Activities**                                                |   |   | 162,564   |   |   | 89,535    |   |
| **CASH                  FLOWS FROM INVESTING ACTIVITIES**                                                           |   |   |      |   |   |      |   |
| Purchase                  of fixed assets                                                                           |   |   | -         |   |   | (954      | )      |
| Proceeds                  from sale of refreshment centers                                                          |   |   | -         |   |   | 50,000    |   |
| Purchase                  of investment                                                                             |   |   | -         |   |   | (50,000   | )      |
| Proceeds                  from note receivable                                                                      |   |   | 11,089    |   |   | 59,085    |   |
| Change                  in long term deposits and restricted funds                                                  |   |   | 4,431     |   |   | 6,027     |   |
|  **Net                  Cash Provided by Investing Activities**                                                |   |   | 15,520    |   |   | 64,158    |   |
| **CASH                  FLOWS FROM FINANCING ACTIVITIES**                                                           |   |   |      |   |   |      |   |
| Principal                  payments on long-term debt                                                               |   |   | -         |   |   | (75,834   | )      |
|  **Net                  Cash Used in Financing Activities**                                                    |   |   | -         |   |   | (75,834   | )      |
|                                                                                                                |   |   |      |   |   |      |   |
| **Net                  Increase in Cash**                                                                           |   |   | 178,084   |   |   | 77,859    |   |
| **Cash                  at Beginning of Period**                                                                    |   |   | 1,480,720 |   |   | 1,316,515 |   |
|                                                                                                                |   |   |      |   |   |      |   |
| **Cash                  at End of Period**                                                                          |   | $      | 1,658,804 |   | $      | 1,394,374 |   |
|                                                                                                                |   |   |      |   |   |      |   |
| **Supplemental                  Cash Flows Information**                                                            |   |   |      |   |   |      |   |
| Cash                  paid for interest                                                                             |   | $      | -         |   | $      | 18,556    |   |
| **Supplemental                  Disclosure of Noncash Investing and Financing                  Activities**         |   |   |      |   |   |      |   |
| Shares                  of common stock cancelled in settlement of notes                  receivable                |   | $      | -         |   | $      | 78,819    |   |
|                                                                                                                |   |   |      |   |   |      |   |
| See                  accompanying notes to unaudited condensed consolidated financial                  statements   |

----

**eROOMSYSTEM      TECHNOLOGIES, INC. AND SUBSIDIARIES**

**NOTES      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**

**NOTE      1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING      POLICIES**

***Condensed      Financial Statements***

***Principles      of Consolidation***

***Stock-Based      Compensation***

***Net      Earnings Per Share of Common Stock***

| *For                  the Three Months Ended March 31,*            |   |   | **2007**   |   |   | **2006**   |   |
|--------------------------------------------------------------------|--------|--------|------------|--------|--------|------------|--------|
| Basic                  net income                                  |   | $      | 88,729     |   | $      | 17,695     |   |
| Diluted                  net income                                |   | $      | 88,729     |   | $      | 17,695     |   |
| Basic                  weighted-average common stock outstanding   |   |   | 23,898,165 |   |   | 24,229,777 |   |
| Effect                  of dilutive securities                     |   |   |       |   |   |       |   |
| Stock                  options and warrants                        |   |   | 168,861    |   |   | 382,331    |   |
| Diluted                  weighted-average common stock outstanding |   |   | 24,067,026 |   |   | 24,612,108 |   |
| Basic                  earnings per share                          |   | $      | 0.00       |   | $      | 0.00       |   |
| Diluted                  earnings per share                        |   | $      | 0.00       |   | $      | 0.00       |   |

**NOTE      2 - BUSINESS CONDITION**

----

**NOTE      3 - NET INVESTMENT IN SALES-TYPE LEASE**

| Total                  minimum lease payments to be received |   | $      | 151,200  |   |
|--------------------------------------------------------------|--------|--------|----------|--------|
|                                                         |   |   |     |   |
| Less:                  Allowance for uncollectibles          |   |   | (127,160 | )      |
|                                                         |   |   |     |   |
| Net                  minimum lease payments receivable       |   |   | 24,040   |   |
|                                                         |   |   |     |   |
| Less:                  Unearned income                       |   |   | (24,040  | )      |
|                                                         |   |   |     |   |
| Net                  investment in sales-type lease          |   | $      | -        |   |

**NOTE      4 - STOCKHOLDERS’ EQUITY**

**NOTE      5 - SUBSEQUENT EVENTS**

----

**Item      2. Management's Discussion and Analysis or Plan of      Operation.**

**OVERVIEW**

**Description      of Revenues**

----

**Revenue      Recognition**

**Description      of Expenses **

----

**Results      of Operations**

**Comparison      of Three Months Ended March 31, 2007 and 2006**

**Revenues**

**Cost      of Revenue**

----

|                                                |   |   |                                                                             |   |   |     |   |   |   |
|-----------------------------------------------------|--------|--------|----------------------------------------------------------------------------------|--------|--------|----------|--------|--------|--------|
|                                                |   |   |                                                                             |   |   |     |   |   |   |
|                                                |   |   | **For                  the Three Months Ended                  March 31,**  |   |   |     |   |   |   | **Percent** |   |
|                                                |   |   | **2007**                                                                         |   |   | **2006** |   |   |   | **Change** |   |   | **Change** |   |
| **REVENUE**                                         |   |   |                                                                             |   |   |     |   |   |   |   |   |   |   |   |
|  Revenue-sharing                  arrangements |   | $      | 219,972                                                                          |   | $      | 274,278  |   |   | $      | (54,306 | ) |   | -19.8 | % |
|  Maintenance                  fees             |   |   | 66,179                                                                           |   |   | 81,087   |   |   |   | (14,908 | ) |   | -18.4 | % |
|  Product                  sales                |   |   | 3,750                                                                            |   |   | 53,425   |   |   |   | (49,675 | ) |   | -93.0 | % |
|  **Total                  Revenue**            |   |   | 289,901                                                                          |   |   | 408,790  |   |   |   | (118,889 | ) |   | -29.1 | % |
|                                                |   |   |                                                                             |   |   |     |   |   |   |   |   |   |   |   |
| **COST                  OF REVENUE**                |   |   |                                                                             |   |   |     |   |   |   |   |   |   |   |   |
|  Revenue-sharing                  arrangements |   |   | 107,747                                                                          |   |   | 111,573  |   |   |   | (3,826 | ) |   | -3.4 | % |
|  Maintenance                                   |   |   | 13,564                                                                           |   |   | 13,932   |   |   |   | (368 | ) |   | -2.6 | % |
|  Product                  sales                |   |   | 1,584                                                                            |   |   | 57,623   |   |   |   | (56,039 | ) |   | -97.3 | % |
| **Total                  Cost of Revenue**          |   | $      | 122,895                                                                          |   | $      | 183,128  |   |   | $      | (60,233 | ) |   | -32.9 | % |
|                                                |   |   |                                                                             |   |   |     |   |   |   |   |   |   |   |   |
| **GROSS                  MARGIN PERCENTAGE**        |   |   |                                                                             |   |   |     |   |   |   |   |   |   |   |   |
|  Revenue-sharing                  arrangements |   |   | 51.0                                                                             | %      |   | 59.3     | %      |   |   |   |   |   |   |   |
|  Maintenance                                   |   |   | 79.5                                                                             | %      |   | 82.8     | %      |   |   |   |   |   |   |   |
|  Product                  sales                |   |   | 57.8                                                                             | %      |   | (7.9     | )%     |   |   |   |   |   |   |   |
| **Total                  Gross Margin Percentage**  |   |   | 57.6                                                                             | %      |   | 55.2     | %      |   |   |   |   |   |   |   |

**Operating      Expenses**

**Net      Income Attributable to Common Stockholders**

**Liquidity      and Capital Resources**

----

**Contractual      Cash Obligations and Commercial Commitments**

**Item      3.  Controls and Procedures**

**Evaluation      of Disclosure Controls and Procedures**

**Lack      of Segregation of Duties**

**Changes      in Internal Controls**

** **
**PART      II - OTHER INFORMATION**

**Item      1. Legal Proceedings.**

**Item      2. Unregistered Sales of Equity Securities and Use of      Proceeds.**

**Item      3. Defaults Upon Senior Securities.**

----

**Item      4. Submission of Matters to a Vote of Security Holders.**

**Item      5. Other Information.**

**Item      6. Exhibits.**

| **Exhibit                Number** | **Document                Name**                                                                                                                                                                                                                                                                        | **Page**  |
|-----------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------|
|                              |                                                                                                                                                                                                                                                                                                    |      |
| 2.01                              | Agreement                and Plan of Reorganization by and between RoomSystems International                Corporation and RoomSystems, Inc. dated December 31,                1999                                                                                                               | (1)       |
| 2.02                              | Transfer                Pricing Agreement by and between RoomSystems International Corporation                and                RoomSystems, Inc. dated December 31, 1999                                                                                                                         | (1)       |
| 3.01                              | Amendment                and Restatement of Articles of Incorporation                                                                                                                                                                                                                                   | (1)       |
| 3.02                              | Certificate                of Correction dated May 30, 2000                                                                                                                                                                                                                                             | (2)       |
| 3.03                              | Amended                and Restated Certificate of Designation, Preferences, Rights and                Limitation of Series A convertible preferred stock                                                                                                                                               | (1)       |
| 3.04                              | Amended                and Restated Certificate of Designation, Preferences, Rights and                Limitation of Series B convertible preferred stock                                                                                                                                               | (1)       |
| 3.05                              | Certificate                of Designation, Preferences, Rights and Limitation of Series C convertible                preferred stock                                                                                                                                                                    | (1)       |
| 3.06                              | Amended                and Restated Bylaws                                                                                                                                                                                                                                                              | (2)       |
| 3.07                              | Second                Amendment and Restatement of Articles of Incorporation                                                                                                                                                                                                                            | (3)       |
| 3.08                              | Second                Amended and Restated Bylaws                                                                                                                                                                                                                                                       | (3)       |
| 4.01                              | Form                of Common Stock Certificate                                                                                                                                                                                                                                                         | (1)       |
| 4.02                              | Form                of Certificate for Series A convertible preferred stock                                                                                                                                                                                                                             | (1)       |
| 4.03                              | Form                of Certificate for Series B convertible preferred stock                                                                                                                                                                                                                             | (1)       |
| 4.04                              | Form                of Certificate for Series C convertible preferred stock                                                                                                                                                                                                                             | (1)       |
| 10.01                        | Amended                and Restated 2000 Stock Option and Incentive Plan                                                                                                                                                                                                                                | (2)       |
| 10.02                        | Lease                Agreement by and between RoomSystems Finance Corporation and 3770                Howard                Hughes Parkway Associates Limited Partnership dated October 8,                1997                                                                                     | (1)       |
| 10.02A                            | Exhibits                to Lease Agreement by and between RoomSystems Finance Corporation                and 3770                Howard Hughes Parkway Associates Limited Partnership dated October 8,                1997                                                                         | (2)       |
| 10.03                        | Lease                Agreement by and between RoomSystems, Inc. and Pam Joy Realty, Inc.                dated                October 10, 1997                                                                                                                                                      | (2)       |
| 10.04                        | Master                Corporate Agreement by and between Innco Corporation and RoomSystems,                Inc.                dated April 6, 1998                                                                                                                                                 | (1)       |
| 10.04A                            | Exhibits                to Master Corporate Agreement by and between Innco Corporation and                RoomSystems, Inc. dated April 6, 1998                                                                                                                                                    | (2)       |
| 10.05                        | Indemnification                Agreement by and between RoomSystems, Inc. and Alan C. Ashton dated                August 17, 1999                                                                                                                                                                  | (1)       |
| 10.06                        | Agreement                of Understanding by and between RoomSystems, Inc. and Ash Capital,                LLC,                C&W/RSI Partners, LLC, SKM Investment, LLC and Thunder Mountain                Investments, LC dated August 17, 1999                                            | (1)       |
| 10.06A                            | Exhibits                to Agreement of Understanding by and between RoomSystems, Inc. and                Ash                Capital, LLC, C&W/RSI Partners, LLC, SKM Investment, LLC and Thunder                Mountain Investments, LC dated August 17, 1999                                | (2)       |
| 10.07                        | First                Amendment to Agreement of Understanding by and between RoomSystems,                Inc.                and Ash Capital, LLC, C&W/RSI Partners, LLC, SKM Investment, LLC and                Thunder Mountain Investments, LC dated September 30,                1999  | (1)  |
| 10.08                   | Promissory                Note Repurchase Agreement by and between Steven L. Sunyich and                RoomSystems, Inc. dated September 1, 1999                                                                                                                                             | (1)       |

----

| **Exhibit                Number**  | **Document                Name**                                                                                                                                                                                                                                    | **Page**  |
|-----------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------|
|                                    |                                                                                                                                                                                                                                                                     |                |
| 10.09                              | Indemnification                Agreement by and between RSi BRE, Inc. and Donnelly Prehn dated                September 27, 1999                                                                                                                                    | (1)            |
| 10.10                              | Equipment                Transfer Agreement by and between RoomSystems, Inc., RoomSystems                International Corporation, RSi BRE, Inc. and RSG Investments, LLC                dated                September 28, 1999                                        | (1)            |
| 10.10A                                  | Exhibits                to Equipment Transfer Agreement by and between RoomSystems, Inc.,                RoomSystems International Corporation, RSi BRE, Inc. and RSG Investments,                LLC dated September 28, 1999                                           | (2)            |
| 10.11                              | Amendment                to Equipment Transfer Agreement by and between RoomSystems, Inc.,                RoomSystems International Corporation, RSi BRE, Inc. and RSG Investments,                LLC dated November 23, 1999                                           | (1)            |
| 10.12                              | Conversion                Agreement by and between Steven L. Sunyich and RoomSystems, Inc.                dated                December 30, 1999                                                                                                                    | (1)            |
| 10.13                              | Loan                and Security Agreement by and between RoomSystem Technologies, Inc.                and                Ash Capital, LLC dated February 15, 2000                                                                                                  | (1)            |
| 10.13A                                  | Exhibits                to Loan and Security Agreement by and between RoomSystem Technologies,                Inc. and Ash Capital, LLC dated February 15, 2000                                                                                                     | (2)            |
| 10.14                              | Letter                Agreement by and between eRoomSystem Technologies, Inc. and Hall                Communications, Inc. dated March 30, 2000                                                                                                                     | (1)            |
| 10.15                              | Form                of Hotel Revenue-Sharing Lease Agreement                                                                                                                                                                                                             | (2)            |
| 10.16                              | Form                of Noncompetition and Nondisclosure Agreement (Sales)                                                                                                                                                                                                | (1)            |
| 10.17                              | Form                of Consulting Agreement                                                                                                                                                                                                                              | (1)            |
| 10.18                              | Form                of Sales Representation Agreement                                                                                                                                                                                                                    | (1)            |
| 10.19                              | Form                of Executive Employment Agreement                                                                                                                                                                                                                    | (1)            |
| 10.20                              | Form                of Offshore Loan Subscription Agreement dated as of April 13,                2000                                                                                                                                                               | (1)            |
| 10.21                              | Form                of Secured Subordinated Promissory Note dated as of April 13,                2000                                                                                                                                                               | (1)            |
| 10.22                              | Form                of Installation, Co-Maintenance and Software Licensing and Upgrade                Agreement                                                                                                                                                          | (2)            |
| 10.23                              | Master                Business Lease Financing Agreement by and among AMRESCO Leasing                Corporation, eRoomSystem SPE, Inc., RoomSystems, Inc. and eRoomSystem                Technologies, Inc. dated May 11, 2000                                     | (4)            |
| 10.24                              | Indemnification                Agreement by and between eRoomSystem Technologies, Inc. and John                J. Prehn                dated May 31, 2000                                                                                                                | (2)            |
| 10.25                              | Amended                and Restated Executive Employment Agreement of Steven L. Sunyich                dated                June 6, 2000                                                                                                                            | (2)            |
| 10.26                              | Second                Amended and Restated Executive Employment Agreement of Steven L.                Sunyich                dated July 12, 2000                                                                                                                    | (3)            |
| 10.27                              | Amended                and Restated Executive Employment Agreement of Derek K. Ellis dated                July 12, 2000                                                                                                                                   |  (3)      |
| 10.28                              | Executive                Employment Agreement of Stephen M. Nelson dated July 12,                2000                                                                                                                                                               | (4)            |
| 10.29                              | Amended                and Restated Executive Employment Agreement of Gregory L. Hrncir                dated                July 12, 2000                                                                                                                           | (3)            |
| 10.30                              | Shareholders'                Agreement and Proxy by and among Ash Capital, LLC, RoomSystems, Inc.                and                certain stockholders of RoomSystems, Inc. dated August 17,                1999                                                  | (1)            |
| 10.31                              | Employment                Agreement of David S. Harkness dated as of December 20,                2000                                                                                                                                                                    | (6)            |
| 10.32                              | Employment                Agreement of Stephen M. Nelson dated as of January 29,                2001                                                                                                                                                                     | (7)            |
| 10.33                              | Employment                Agreement of Derek K. Ellis dated as of January 29, 2001                                                                                                                                                                                       | (7)            |
| 10.34                              | Employment                Agreement of Gregory L. Hrncir dated as of January 29,                2001                                                                                                                                                                     | (7)            |
| 10.35                              | Amended                and Restated Master Business Lease Financing Agreement by and among                AMRESCO Leasing Corporation, eRoomSystem SPE, Inc., RoomSystems,                Inc. and                eRoomSystem Technologies, Inc. dated February 23, 2001 | (7)            |
| 10.36                              | Employment                Agreement of David S. Harkness dated as of December 31,                2001                                                                                                                                                                    | (8)            |
| 10.37                              | Consulting                Agreement by and between eRoomSystem Technologies, Inc. and Ash Capital,                LLC dated as of December 31, 2001                                                                                                                      | (8)            |
| 10.38                                   | Stock                Purchase Agreement by and between eRoomSystem Technologies, Inc.                and                AshCapital,                LLC dated November 8, 2002                                                                                            | (9)            |
| 10.39                                   | Secured                Convertible Promissory Note issued in favor of Ash Capital, LLC dated                November8,                2002.                                                                                                                              | (9)            |
| 10.40                                   | Note                Purchase Agreement between eRoomSystem Technologies, Inc., Gestetner                Group, LLC and Other Lenders dated October 1, 2003                                                                                                               | (10)           |

----

| **Exhibit                  Number**  | **Document                  Name**  | **Page**  |
|-------------------------------------------|------------------------------------------|----------------|
|                                      |                                     |           |

| 10.41 | Amendment                Agreement between eRoomSystem Technologies, Inc., eRoomSystem Services,                Inc., eRoomSystem SPE, Inc., RSi BRE, Inc., AMRESCO Commercial Finance,                Inc., AMRESCO Leasing Corporation and Gestetner Group, LLC dated                October                1, 2003 | (10) |
|-------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------|
| 10.42 | Agency                Agreement between Gestetner Group, LLC and Other Lenders dated October                1,                2003                                                                                                                                                                                    | (10) |
| 10.43 | Warrant                to Purchase Shares of Common Stock issued in favor of AMRESCO Commercial                Finance, Inc. dated October 1, 2003                                                                                                                                                                    | (10) |
| 10.44 | Warrant                to Purchase Shares of Common Stock issued in favor of Ash Capital,                LLC                dated October 1, 2003                                                                                                                                                                     | (10) |
| 10.45 | Intercreditor                and Collateral Agency Agreement between Gestetner Group, LLC, Ash                Capital,                LLC and eRoomSystem Technologies, Inc. dated October 1,                2003                                                                                                     | (10) |
| 10.46 | Investors                Rights Agreement between eRoomSystem Technologies, Inc., Ash Capital,                LLC,                and certain security holders dated October 1, 2003                                                                                                                                  | (10) |
| 10.47 | Termination                and Release Agreement between eRoomSystem Technologies, Inc. and                David S.                Harkness dated October 1, 2003                                                                                                                                                     | (10) |
| 10.48 | Termination                and Release Agreement between eRoomSystem Technologies, Inc. and                Gregory                L. Hrncir dated October 1, 2003                                                                                                                                                     | (10) |
| 10.49 | Consulting                Agreement between eRoomSystem Technologies, Inc. and Gregory L. Hrncir                dated October 1, 2003                                                                                                                                                                                 | (10) |
| 10.50 | Termination                and Release Agreement between eRoomSystem Technologies, Inc. and                Derek K.                Ellis dated October 1, 2003                                                                                                                                                        | (10) |
| 10.51 | Consulting                Agreement between eRoomSystem Technologies, Inc. and DM Family Limited                Partnership dated October 1, 2003                                                                                                                                                                     | (10) |
| 10.52 | Secured                Convertible Promissory Note issued in favor of Adele Schwartz dated                October 1, 2003                                                                                                                                                                                             | (10) |
| 10.53 | Secured                Convertible Promissory Note issued in favor of David Heller dated                October                1, 2003                                                                                                                                                                                | (10) |
| 10.54 | Secured                Convertible Promissory Note issued in favor of Evelyn Gestetner dated                October 1, 2003                                                                                                                                                                                           | (10) |
| 10.55 | Secured                Convertible Promissory Note issued in favor of Frieda Wolman dated                October                1, 2003                                                                                                                                                                               | (10) |
| 10.56 | Secured                Convertible Promissory Note issued in favor of Gestetner Group, LLC                dated                October 1, 2003                                                                                                                                                                        | (10) |
| 10.57 | Secured                Convertible Promissory Note issued in favor of Hannah Sarah Frenkel                dated                October 1, 2003                                                                                                                                                                        | (10) |
| 10.58 | Secured                Convertible Promissory Note issued in favor of Helmsbridge Holdings                Limited dated October 1, 2003                                                                                                                                                                               | (10) |
| 10.59 | Secured                Convertible Promissory Note issued in favor of Leah Weinstein dated                October 1, 2003                                                                                                                                                                                             | (10) |
| 10.60 | Secured                Convertible Promissory Note issued in favor of Liba Pappenheim dated                October 1, 2003                                                                                                                                                                                            | (10) |
| 10.61 | Secured                Convertible Promissory Note issued in favor of Maurice B. Brenig                dated                October 1, 2003                                                                                                                                                                           | (10) |
| 10.62 | Secured                Convertible Promissory Note issued in favor of Rose Kaminer dated                October                1, 2003                                                                                                                                                                                | (10) |
| 10.63 | Warrant                to Purchase Shares of Common Stock issued in favor of Adele Schwartz                dated                October 1, 2003                                                                                                                                                                       | (10) |
| 10.64 | Warrant                to Purchase Shares of Common Stock issued in favor of David Heller                dated                October 1, 2003                                                                                                                                                                         | (10) |
| 10.65 | Warrant                to Purchase Shares of Common Stock issued in favor of Evelyn Gestetner                dated October 1, 2003                                                                                                                                                                                    | (10) |
| 10.66 | Warrant                to Purchase Shares of Common Stock issued in favor of Frieda Wolman                dated                October 1, 2003                                                                                                                                                                        | (10) |
| 10.67 | Warrant                to Purchase Shares of Common Stock issued in favor of Gestetner Group,                LLC                dated October 1, 2003                                                                                                                                                                 | (10) |
| 10.68 | Warrant                to Purchase Shares of Common Stock issued in favor of Hannah Sarah                Frenkel                dated October 1, 2003                                                                                                                                                                 | (10) |
| 10.69 | Warrant                to Purchase Shares of Common Stock issued in favor of Helmsbridge                Holdings                Limited dated October 1, 2003                                                                                                                                                         | (10) |
| 10.70 | Warrant                to Purchase Shares of Common Stock issued in favor of Leah Weinstein                dated                October 1, 2003                                                                                                                                                                       | (10) |
| 10.71 | Warrant                to Purchase Shares of Common Stock issued in favor of Liba Pappenheim                dated October 1, 2003                                                                                                                                                                                     | (10) |
| 10.72 | Warrant                to Purchase Shares of Common Stock issued in favor of Maurice B.                Brenig                dated October 1, 2003                                                                                                                                                                    | (10) |
| 10.73 | Warrant                to Purchase Shares of Common Stock issued in favor of Rose Kaminer                dated                October 1, 2003                                                                                                                                                                         | (10) |
| 10.74 | Secured                Promissory Note issued in favor of eRoomSystem Technologies, Inc.                by                Identica Corporation dated May 23, 2005                                                                                                                                                     | (11) |

----

| **Exhibit                  Number**  | **Document                  Name**  | **Page**  |
|-------------------------------------------|------------------------------------------|----------------|

| 10.75  | Security                Agreement by and between eRoomSystem Technologies, Inc. and Identica                Corporation dated May 23, 2005.                                                                                                                                                  | (11)       |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| 10.76  | Warrant                issued in favor of eRoomSystem Technologies, Inc. by Identica Corporation                dated May 23, 2005.                                                                                                                                                          | (11)       |
| 10.77  | Asset                Purchase Agreement between eRoomSystem Technologies, Inc. and Identica                Corporation dated September 7, 2005                                                                                                                                               | (12)       |
| 10.78  | Professional                Services Agreement between eRoomSystem Technologies, Inc. and Identica                Corporation dated September 7, 2005                                                                                                                                        | (12)       |
| 10.79  | Settlement                Agreement by and between eRoomSystem Technologies, Inc. and                Hall Communications, Inc. dated December 31,                2001.                                                                                                        |  (13) |
| 10.80  | Employment                Agreement of David Gestetner dated as of January 1, 2007                                                                                                                                                                                                           | (14)       |
| 31     | Certification                Pursuant to Section 302 of the Sarbanes-Oxley Act of                2002                                                                                                                                                                                   |       |
| 32     | Certification                Pursuant to 18 U.S.C. Section 1350 as adopted pursuant                to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                           |       |
|   |
|   |                                                                                                                                                                                                                                                                                         |
| (1)    | Previously                filed as an exhibit to the registrant's Registration Statement on                Form                SB-2, as filed with the Commission on April 14, 2000.                                                                                                         |
| (2)    | Previously                filed as an exhibit to the registrant's Pre-Effective Amendment No.                1 to                its Registration Statement on Form SB-2, as filed with the Commission                on                June 9, 2000.                                        |
| (3)    | Previously                filed as an exhibit to the registrant's Pre-Effective Amendment No.                2 to                its Registration Statement on Form SB-2, as filed with the Commission                on                July 14, 2000.                                  |
| (4)    | Previously                filed as an exhibit to the registrant's Pre-Effective Amendment No.                3 to                its Registration Statement on Form SB-2, as filed with the Commission                on                July 19, 2000.                                  |
| (5)    | Previously                filed as an exhibit to the registrant's Registration Statement on                Form                SB-2, as filed with the Commission on December 22,                2000.                                                                                  |
| (6)    | Previously                filed as an exhibit to the registrant's Pre-Effective Amendment No.                1 to                its Registration Statement on Form SB-2, as filed with the Commission                on                February 5, 2000.                                    |
| (7)    | Previously                filed as an exhibit to the registrant's Annual Report on Form 10-KSB,                as                filed with the Commission on April 2, 2001.                                                                                                                 |
| (8)    | Previously                filed as an exhibit to the registrant's Annual Report on Form 10-KSB,                as                filed with the Commission on April 1, 2002.                                                                                                                 |
| (9)    | Previously                filed as an exhibit to the registrant's Quarterly Report on Form                10-QSB,                as filed with the Commission on November 14, 2002.                                                                                                          |
| (10)   | Previously                filed as an exhibit to the registrant's Annual Report on Form 10-KSB,                as                filed with the Commission on March 30, 2004.                                                                                                                |
| (11)   | Previously                filed as an exhibit to the registrant's Current Report on Form 8-K,                as                filed with the Commission on May 25, 2005.                                                                                                                    |
| (12)   | Previously                filed as an exhibit to the registrant's Current Report on Form 8-K,                as                filed with the Commission on September 13, 2005.                                                                                                              |
| (13)   | Previously                filed as an exhibit to the registrant’s Registration Statement on Form                SB-2/A, as filed with the Commission on August 30,                2006.                                                                                                |
| (14)   | Previously                filed as an exhibit to the registrant’s Annual Report on Form 10-KSB, as                filed with the Commission on March 27, 2007.                                                                                                                         |
| +      | Confidential                treatment has been granted with respect to certain portions of this                agreement, including the exhibits thereto, of which certain portions                have                been omitted and filed separately with the                Commission. |

----

** **
**SIGNATURE**

|                                  |                                                          |                                                 |
|---------------------------------------|---------------------------------------------------------------|------------------------------------------------------|
|                                  | **eRoomSystem                Technologies, Inc.**(Registrant) |
|                             |                                                     |                                            |
| Date: May                8, 2007 | By:                                                 | /s/ David                A. Gestetner           |
|                                  | David                A. Gestetner                             |
|                                  | Its:                                                          | Chief                Executive Officer and President |

----