EXHIBIT 14

                 HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.
                                 CODE OF ETHICS

1.    APPLICATIONS AND PURPOSE

      This Code of  Ethics  (the  "Code")  shall  apply to all  Hotel  Outsource
      Management  International,  Inc.  employees,  including employees of Hotel
      Outsource Management International,  Inc. subsidiaries  ("Employees"),  as
      well as each member of the  Company's  Board of  Directors  ("Directors").
      Every  Employee  and Director  must be familiar  with and  understand  the
      provisions of the Code. The purpose of the Code is to promote:

      o     Honest and ethical conduct, including the ethical handling of actual
            or apparent  conflicts of interest between personal and professional
            relationships;

      o     Full,  fair,  accurate,  timely  and  understandable  disclosure  in
            reports and documents that Hotel Outsource Management International,
            Inc.  files  with,  or  submits  to,  the  Securities  and  Exchange
            Commission ("SEC") and in other public  communications made by Hotel
            Outsource Management International, Inc. ;

      o     Compliance with applicable governmental laws, rules and regulations;

      o     The prompt internal reporting of violations of the Code; and

      o     Accountability for adherence to the Code.

2.   HONEST AND ETHICAL CONDUCT

      All Employees  and  Directors  shall perform their duties in an honest and
      ethical manner. This includes:

      o     Avoiding  situations  in which their  personal,  family or financial
            interests conflict with those of the Company;

      o     Refraining  from  engaging in any  activities  that compete with the
            Company, or which may compromise its interests;

      o     Refraining  from taking any business or investment  opportunity  for
            personal  benefit  discovered  in the course of  employment  with or
            service to the  Company  that the  Employee or  Director  knows,  or
            should  have or has  reason to know,  would  otherwise  benefit  the
            Company.

      o     Complying  with  all  applicable   governmental   laws,   rules  and
            regulations.

      Hotel Outsource  Management  International,  Inc. encourages Employees and
      Directors  to avoid even the  appearance  of a conflict of interest and to
      raise  ethical   questions,   dilemmas,   concerns  or  suggestions   with
      appropriate   individuals  within  the  Company,   including  supervisors,
      managers, senior management, or human resources.

      If any Employee or Director  would feel  uncomfortable  in any way raising
      ethical  issues as set forth above,  or if they raise such issues and they
      are not  resolved  appropriately,  then  he/she  should  consult  with the
      Chairman of the Audit Committee  ("Chairman") to address such matters, who
      will follow the procedures  approved by the Audit  Committee for resolving
      such matters.  The Chairman will also follow the  procedures  described in
      Section 4 below.  Any  Employee  or  Director  who  becomes  involved in a
      situation that gives rise to an actual  conflict of interest must promptly
      inform the Chairman of the Audit Committee of such conflict.



<PAGE>

3.    FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE

      Hotel Outsource  Management  International,  Inc. is committed to ensuring
      that all disclosures in reports and documents that the Company files with,
      or submits to the SEC, as well as other public  communications made by the
      Company are full, fair, accurate, timely and understandable. The Company's
      Principal  Executive  Officer and  Principal  Financial  Officer  ("Senior
      Officer(s)") are ultimately  responsible for taking all necessary steps to
      ensure that this occurs.  All Company  Employees and Directors  shall take
      appropriate steps within their area of responsibility to ensure the same.

4.    INTERNAL REPORTING CODE VIOLATIONS.

      EMPLOYEE COMPLAINT PROCEDURES FOR ACCOUNTING AND AUDITING MATTERS

      Any  employee of the Company may submit a good faith  complaint  regarding
      accounting or auditing  matters to the  management of the Company  without
      fear of dismissal or  retaliation of any kind. The Company is committed to
      achieving compliance with all applicable  securities laws and regulations,
      accounting  standards,   accounting  controls  and  audit  practices.  The
      Company's Audit Committee will oversee  treatment of employee  concerns in
      this area.

      In order to facilitate the reporting of employee complaints, the Company's
      Audit  Committee  has  established  the following  procedures  for (1) the
      receipt,  retention  and  treatment of  complaints  regarding  accounting,
      internal accounting controls,  or auditing matters ("Accounting  Matters")
      and (2) the  confidential,  anonymous  submission by employees of concerns
      regarding questionable accounting or auditing matters.

      RECEIPT OF EMPLOYEE COMPLAINTS

      o     Employees  with  concerns  regarding  Accounting  Matters may report
            their concerns to the Chairman of the Company's Audit Committee.

      o     Employees  may forward  complaints  on a  confidential  or anonymous
            basis to the Chairman through a hotline, e-mail or regular mail.

      SCOPE OF MATTERS COVERED BY THESE PROCEDURES

      These   procedures   relate  to  employee   complaints   relating  to  any
      questionable   accounting   or  auditing   matters,   including,   without
      limitation, the following:

      o     fraud or deliberate error in the preparation,  evaluation, review or
            audit of any financial statement of the Company;

      o     fraud  or  deliberate  error in the  recording  and  maintaining  of
            financial records of the Company;

      o     deficiencies  in  or  noncompliance   with  the  Company's  internal
            accounting controls;

      o     misrepresentation  or false  statement to or by a senior  officer or
            accountant  regarding a matter  contained in the financial  records,
            financial reports or audit reports of the Company; or

      o     deviation  from full and fair  reporting of the Company's  financial
            condition.

      TREATMENT OF COMPLAINTS

      o     Upon receipt of a complaint, the Chairman will (i) determine whether
            the complaint  actually pertains to Accounting Matters and (ii) when
            possible, acknowledge receipt of the complaint to the sender.



                                       2
<PAGE>

      o     Complaints  relating to  Accounting  Matters will be reviewed  under
            Audit  Committee  direction and such other  persons,  if any, as the
            Audit Committee  determines to be appropriate.  Confidentiality will
            be maintained to the fullest extent  possible,  consistent  with the
            need to conduct an adequate review.

      o     Prompt and appropriate  corrective  action will be taken when and as
            warranted in the judgment of the Audit Committee.

      o     The Company will not discharge, demote, suspend, threaten, harass or
            in any manner  discriminate  against  any  employee in the terms and
            conditions  of  employment  based  upon any  lawful  actions of such
            employee  with  respect  to  good  faith   reporting  of  complaints
            regarding  Accounting  Matters or  otherwise as specified in Section
            806 of the Sarbanes-Oxley Act of 2002.

      REPORTING AND RETENTION OF COMPLAINTS AND INVESTIGATIONS

      o     The Chairman will maintain a log of all  complaints,  tracking their
            receipt,  investigation  and resolution and shall prepare a periodic
            summary report thereof for the Audit Committee. Copies of complaints
            and such log will be  maintained  in  accordance  with the Company's
            document retention policy.

5.    NO RETALIATION

      The  company  will not  tolerate  any  retaliation  against any person who
      provides  information  in  good  faith  to a  Company  or law  enforcement
      official  concerning a possible  violation of any law,  regulation  or the
      Code.  Any Employee or Director  who violates  this rule may be subject to
      civil,  criminal and  administrative  penalties,  as well as  disciplinary
      action, up to and including termination of employment.

6.    CONSEQUENCES FOR NON-COMPLIANCE WITH THE CODE

      Any  violation  of  applicable  law or any  deviation  from the  standards
      embodied  in  the  Code  will  result  in  appropriate  corrective  and/or
      disciplinary action, up to and including termination of employment.

7.    PUBLICATION OF THE CODE; AMENDMENTS AND WAIVERS.

      o     While waivers of the Code are not  anticipated,  any amendment to or
            waiver of the Code with  respect  to a Senior  Officer  or  Director
            shall require approval of the Board of Directors.  In addition,  any
            amendment to or waiver of the Code with respect to a Senior  Officer
            or Director:

      o     Shall  be  disclosed  within  five (5)  days of such  action  on the
            Company's  website for a period of not less than 12 months,  or in a
            filing of Form 8-K with the SEC.

      o     Shall be reported in the Company's next periodic report with the SEC
            if not previously reported on a Form 8-K.

      o     Records of any disclosures  relating to waivers of the Code shall be
            retained for no less than five years.

Adopted by the Board of Directors on ___________, 2004.




                                       3