<PAGE>

                               STRATEGIC ALLIANCE
                                    AGREEMENT



                                  BY AND AMONG

                                  BARTECH EMEA

                                       AND

                 HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.





                               DATED APRIL 9, 2003

<PAGE>



                                TABLE OF CONTENTS

                                        I
<TABLE>
<CAPTION>
SECTION NUMBER AND HEADING                                                                              PAGE
--------------------------                                                                              ----
<S>                                                                                                     <C>
1.     DEFINITIONS AND PREAMBLE............................................................................2

       1.1    DEFINED TERMS................................................................................2
       1.2    PREAMBLE AND ATTACHMENTS.....................................................................4

2.     MARKETING SERVICES..................................................................................4

       2.1    MARKETING PLAN...............................................................................4
       2.2    ANNUAL BUDGET................................................................................4
       2.3    MARKETING ACTIVITIES.........................................................................4
       2.4    MARKETING MATERIAL AND REPRESENTATIONS.......................................................4
       2.5    MARKETING AND NEGOTIATION PROCEDURES.........................................................5
       2.6    COMPENSATION.................................................................................6

3.     SURVEYS BY BARTECH..................................................................................6

       3.1    PRELIMINARY SURVEYS..........................................................................6
       3.2    DETAILED TECHNICAL SURVEY....................................................................6
       3.3    COMPENSATION.................................................................................7

4.     PURCHASE OF BARTECH MINIBARS........................................................................7

       4.1    PURCHASE ORDER...............................................................................7
       4.2    SPECIFICATIONS...............................................................................7
       4.3    TERMS AND CONDITIONS OF PURCHASE.............................................................7
       4.4    BARTECH MINIBAR PURCHASE PRICE...............................................................8
       4.5    SPECIAL TERMS................................................................................8
       4.6    SPECIAL SALES EXECUTIVE INCENTIVE............................................................8
       4.7    END OF YEAR PERFORMANCE BONUS................................................................9
       4.8    PAYMENTS TO HEADQUARTERS.....................................................................9

5.     PMS INTERFACE.......................................................................................9

       5.1    PREPARATION OF THE PMS INTERFACE.............................................................9
       5.2    COMPENSATION................................................................................10

6.     TURNKEY INSTALLATION OF BARTECH MINIBARS...........................................................10

       6.1    PERFORMANCE OF TURNKEY INSTALLATION.........................................................10
       6.2    ACCEPTANCE..................................................................................10
       6.3    COMPENSATION................................................................................10

7.     WARRANTY...........................................................................................11

       7.1    BASIC WARRANTY..............................................................................11
       7.2    EXTENDED WARRANTY...........................................................................11

8.     INTELLECTUAL PROPERTY..............................................................................11

       8.1    RIGHTS TO INTELLECTUAL PROPERTY.............................................................11
       8.2    NO INFRINGEMENT.............................................................................11
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
SECTION NUMBER AND HEADING                                                                              PAGE
--------------------------                                                                              ----
<S>                                                                                                     <C>

9.     TERM AND TERMINATION...............................................................................11

       9.1    INITIAL TERM................................................................................11
       9.2    TERMINATION WITHOUT CAUSE...................................................................11
       9.3    TERMINATION FOR CAUSE.......................................................................12
       9.4    EFFECT OF TERMINATION.......................................................................12

10.    REPRESENTATIONS AND WARRANTIES.....................................................................12

       10.1   MUTUAL REPRESENTATIONS......................................................................12
       10.2   REPRESENTATIONS AND WARRANTIES OF BARTECH...................................................13

11.    FURTHER UNDERTAKINGS...............................................................................13

       11.1   FURTHER ASSURANCES..........................................................................13
       11.2   DISCHARGE OF SERVICES.......................................................................13
       11.3   INDEMNIFICATION.............................................................................14

12.    RELATIONS WITH DISTRIBUTORS........................................................................14

       12.1   NOTIFICATION REGARDING DISTRIBUTORS.........................................................14
       12.2   SERVICES IN DISTRIBUTION TERRITORIES........................................................14
       12.3   COMMERCIAL TERMS............................................................................14
       12.4   ANNUAL BUDGET...............................................................................15

13.    EXCLUSIVITY........................................................................................15


14.    MISCELLANEOUS......................................................................................15

       14.1   COMPENSATION................................................................................15
       14.2   NOTICES.....................................................................................15
       14.3   ASSIGNMENT..................................................................................15
       14.4   ENTIRE AGREEMENT............................................................................16
       14.5   NO JOINT VENTURE OR PARTNERSHIP.............................................................16
       14.6   FURTHER ASSURANCES..........................................................................16
       14.7   AMENDMENTS, MODIFICATIONS, WAIVERS..........................................................16
       14.8   SEVERABILITY................................................................................16
       14.9   FAILURE OR DELAY............................................................................16
       14.10  GOVERNING LAW AND JURISDICTION..............................................................16
       14.11  HEADINGS; INTERPRETATION....................................................................16
       14.12  COUNTERPARTS; FACSIMILE SIGNATURES..........................................................17

</TABLE>


<PAGE>


STRATEGIC ALLIANCE AGREEMENT
BARTECH EMEA  - HOTEL OUTSOURCE MANAGEMENT INT'L, INC.
--------------------------------------------------------------------------------


                          STRATEGIC ALLIANCE AGREEMENT


            THIS AGREEMENT DATED AS OF APRIL 9, 2003 , BY AND AMONG:


BARTECH EMEA, a French  corporation  incorporated and existing under the laws of
France ("BARTECH"); and

HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC., a Delaware corporation ("HOMI");



                                    RECITALS


WHEREAS                    Bartech,  itself and/or through its Affiliates and/or
                           Distributors   (as  defined   below),   manufactures,
                           markets,  sells,  installs and services  proprietary,
                           technologically     advanced    minibars    ("BARTECH
                           MINIBARS"); and

WHEREAS                    A principal area of HOMI's  activity is the provision
                           of outsource  services to hotels,  whereby inter alia
                           HOMI  purchases  and  operates  Bartech  Minibars  in
                           hotels (the "PRINCIPAL ACTIVITY"); and

WHEREAS                    The  Parties  are   interested  in  entering  into  a
                           Strategic Alliance Agreement,  pursuant to which HOMI
                           will conduct the Principal Activity,  on an exclusive
                           basis,  in all of Europe and all the  territories  in
                           which Bartech is active and/or in which Bartech sells
                           Bartech Minibars,  either directly or through agents,
                           dealers    and/or    distribution    channels    (the
                           "TERRITORY"),  using Bartech  Minibars  which it will
                           purchase from Bartech (the "OUTSOURCE SERVICES"), and
                           Bartech will market the  Outsource  Services for HOMI
                           and  will  sell  Bartech  Minibars  to HOMI  and will
                           install and service  them for HOMI and provide  other
                           services as set forth in this Agreement; and


WHEREAS                    HOMI is prepared  to  undertake  to use only  Bartech
                           Minibars in the provision of Outsource  Services,  in
                           the  Territory,  and Bartech is prepared to undertake
                           not to sell, install and/or service Bartech Minibars,
                           in  the  context  of  and/or  in  such  a  way  as to
                           facilitate  the  provision  of  services   identical,
                           similar or competing with Outsource  Services,  to or
                           for anyone other than HOMI, in the Territory; and

WHEREAS                    The  Parties  wish to enter  into this  Agreement  in
                           order to set forth their  mutual  understandings  and
                           undertakings  in  relation  to the  matters set forth
                           above  and  following,  all in  accordance  with  and
                           subject to the terms and conditions set forth in this
                           Agreement below;

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

<PAGE>


STRATEGIC ALLIANCE AGREEMENT
BARTECH EMEA  - HOTEL OUTSOURCE MANAGEMENT INT'L, INC.
--------------------------------------------------------------------------------

1. DEFINITIONS AND PREAMBLE

1.1 DEFINED TERMS

Capitalized  terms used and not otherwise  expressly  defined in this  Agreement
shall  have the  meanings  ascribed  below  or in the  other  locations  of this
Agreement as specified below:

"ADDITIONAL  TERM" shall have the  meaning  ascribed to such term in Section 9.1
below.

"AFFILIATE"  as applied to any  specified  Person,  shall mean any other  Person
that,  directly or  indirectly,  controls,  is  controlled by or is under common
control  with  such  specified  Person.  For  the  purposes  of  the  foregoing,
"control", when used with respect to any Person, means the possession,  directly
or  indirectly,  of the power to direct or cause the direction of the management
or policies of such Person,  whether through the ownership of voting securities,
by contract or otherwise,  and the terms  "controlled" and  "controlling"  shall
have meanings correlative to the foregoing.

"AGREEMENT" means this Strategic Alliance Agreement.

"ANNUAL  BUDGET"  shall have the  meaning  ascribed  to such term in Section 2.2
below.

"BARTECH  MINIBARS"  has the meaning  ascribed  thereto in the  preamble to this
Agreement.

"BARTECH" has the meaning ascribed thereto in the preamble to this Agreement.

"BASIC  WARRANTY"  shall have the  meaning  ascribed to such term in Section 7.1
below.

"BUSINESS  DAY" means any regular  working day that is not Saturday,  Sunday,  a
legal holiday or other day on which banks are required to be closed in New York.

"COMMERCIAL SURVEY" shall have the meaning ascribed to such term in Section 2.5b
below.

"DEFAULTING  PARTY" shall have the meaning ascribed to such term in Section 9.3b
below.

"DETAILED  TECHNICAL SURVEY REPORT" shall have the meaning ascribed to such term
in Section 3.2 below.

"DETAILED  TECHNICAL  SURVEY"  shall have the  meaning  ascribed to such term in
Section 3.2 below.

"DISTRIBUTION  TERRITORIES"  shall  have the  meaning  ascribed  to such term in
Section 12 below.

"DISTRIBUTORS" shall have the meaning ascribed to such term in Section 12 below.

"DOLLAR" or "$" means the United States Dollar.

"END OF YEAR BONUS" shall have the meaning ascribed to such term in Section 4.7a
below.

"EXTENDED  WARRANTY" shall have the meaning ascribed to such term in Section 7.2
below.

"GENERAL  TECHNICAL  SURVEY"  shall have the  meaning  ascribed  to such term in
Section 3.1 below.

"GENERAL  TERMS"  shall have the  meaning  ascribed  to such term in Section 4.3
below.

"HOMI" has the meaning ascribed thereto in the preamble to this Agreement.

"HOTEL" means any hotel, or chain of hotels,  in the Territory,  with which HOMI
has entered into  negotiation  and/or  agreement in relation to the provision of
Outsource Services by HOMI.

"INCORPORATION  DOCUMENTS"  means the  documents  by which the  specified  Party
establishes its legal existence or which govern its internal affairs.

"INITIAL  TERM"  shall have the  meaning  ascribed  to such term in Section  9.1
below.

"INTELLECTUAL  PROPERTY" shall have the meaning ascribed to such term in Section
8.1 below.

"MARKETING  MATERIAL"  shall have the  meaning  ascribed to such term in Section
2.4a below.

"MARKETING  PLAN"  shall have the  meaning  ascribed to such term in Section 2.1
below.

<PAGE>


STRATEGIC ALLIANCE AGREEMENT
BARTECH EMEA  - HOTEL OUTSOURCE MANAGEMENT INT'L, INC.
--------------------------------------------------------------------------------


"MARKETING" shall have the meaning ascribed to such term in Section 2 below.

"NOTICE OF COMPLETION"  shall have the meaning  ascribed to such term in Section
6.1 below.

"OUTSOURCE SERVICES  AGREEMENTS" shall have the meaning ascribed to such term in
2.5d below.

"OUTSOURCE  SERVICES" has the meaning  ascribed  thereto in the preamble to this
Agreement.

"PARTY" shall have the meaning ascribed to such term in the Preamble.

"PERFORMING  PARTY" shall have the meaning ascribed to such term in Section 9.3b
below.

"PERSON"  shall be  construed  as  broadly as  possible  and shall  include  any
individual,  corporation,  partnership,  joint venture, association, joint stock
company,  limited  liability  company,  trust,  unincorporated  organization  or
government or other agency or political subdivision thereof.

"PMS INTERFACE" shall have the meaning ascribed to such term in 5.1a below.

"PMS" shall mean the property  management  system employed by the relevant Hotel
and/or Site.

"POTENTIAL  CUSTOMER"  shall have the  meaning  ascribed to such term in Section
2.5b below.

"POTENTIAL  CHAIN  CUSTOMER"  shall have the  meaning  ascribed  to such term in
Section 2.5a below.

"PRELIMINARY  SURVEY  REPORT"  shall have the  meaning  ascribed to such term in
Section 3.1 below.

"PRELIMINARY SURVEY" shall have the meaning ascribed to such term in Section 3.1
below.

"PRICE-LIST" shall have the meaning ascribed to such term in Section 4.4a below.

"PRINCIPAL  ACTIVITY" has the meaning  ascribed  thereto in the preamble to this
Agreement.

"PURCHASE  ORDER"  shall have the  meaning  ascribed to such term in Section 4.1
below.

"PURCHASES" shall have the meaning ascribed to such term in Section 4.3 below.

"QUESTIONNAIRE"  shall have the meaning  ascribed  to such term in Section  2.5a
below.

"SERVICES"  shall mean the  Marketing,  the  Preliminary  Surveys,  the Detailed
Technical Survey,  the Turnkey  Installations,  the PMS Interface,  the Warranty
services and the Extended Warranty  services and all related reports,  ancillary
services etc.

"SITES" shall have the meaning ascribed to such term in Section 3.1 below.

"SPECIAL  TERMS"  shall have the  meaning  ascribed  to such term in Section 4.5
below.

"SPECIFICATIONS"  shall have the  meaning  ascribed  to such term in Section 4.2
below.

"STANDARD  PURCHASE  PRICE"  shall  have the  meaning  ascribed  to such term in
Section 4.4a below.

"STANDARD  TERMS"  shall have the meaning  ascribed to such term in Section 2.4b
below.

"TARGET  QUANTITY"  shall have the meaning  ascribed to such term in Section 2.2
below.

"TERM OF THIS AGREEMENT" shall have the meaning ascribed to such term in Section
9.1 below.

"TERRITORY" has the meaning ascribed thereto in the preamble to this Agreement.

"TURNKEY  INSTALLATION"  means the  complete and final  installation  of Bartech
Minibars in the Site for which HOMI purchased the Bartech Minibars, inclusive of
all necessary hardware, software,  applications,  appliances and all other items
as  applicable,  in accordance  with the  Specifications,  such that the Bartech
Minibars are in full working  order upon  completion of said  installation,  and
further  including  the full and complete  installation  of the PMS Interface on
HOMI's  and/or the Hotel's  computers at the Site,  such that HOMI shall be in a
position  to  commence  full  Outsource  Services  at that Site  forthwith  upon
completion  of the  installation,  without  any  interference  being  caused  to
Television,  MATV,  PayTV and/or any other systems at the Site.


<PAGE>


STRATEGIC ALLIANCE AGREEMENT
BARTECH EMEA  - HOTEL OUTSOURCE MANAGEMENT INT'L, INC.
--------------------------------------------------------------------------------

1.2      PREAMBLE AND ATTACHMENTS

         The  Preamble  to this  Agreement,  as  well  as any and all  Exhibits,
         Appendices,  Exhibits or other attachments to this Agreement shall form
         an integral part hereof.

2.       MARKETING SERVICES

Bartech hereby undertakes to promote and market the Outsource  Services,  in the
Territory,  in  accordance  with the  provisions  of this  Section 2 below  (the
"MARKETING").

2.1      MARKETING PLAN

         The Parties recognize and acknowledge that the initial  introduction of
         Outsource  Services  into any  country in the  Territory  will  require
         special investment of time and resources, and it may not be feasible at
         the outset to offer  Outsource  Services  concurrently  throughout  the
         Territory,  or in countries in which a minimum number of  installations
         cannot be achieved.  The Parties further recognize and acknowledge that
         the marketing and offer of the Outsource Services should be targeted at
         a defined  market  segment  and at suitable  kinds of hotel  (typically
         upscale and luxury Hotels, preferably chain affiliated). In view of the
         foregoing,  it is  agreed  that  Bartech  will  perform  the  Marketing
         strictly and solely in accordance  with the Marketing  Plan attached as
         EXHIBIT 2.1 hereto (the  "MARKETING  PLAN"),  as amended by the Parties
         from time to time.

2.2      ANNUAL BUDGET
         In  addition  to  the  Marketing  Plan,  and  in  accordance  with  the
         principles  set forth therein,  HOMI will deliver to Bartech,  no later
         than  October  31st in each  calendar  year,  a budget  for the  coming
         calendar year, which will include an indication of the minimum quantity
         of Bartech  Minibars  which HOMI  plans to  purchase  during the budget
         period (the "TARGET QUANTITY") and an indication of how HOMI intends to
         fund the purchase of said Bartech Minibars (the "ANNUAL  BUDGET").  The
         Annual  Budget for the year 2003 is  attached  as  EXHIBIT  2.2 and the
         Annual Budget for subsequent years will follow  substantially  the same
         format. Upon HOMI's purchasing two thirds of the Target Quantity in any
         given  year,  it will  notify  Bartech  of any  increase  to the Target
         Quantity for that year.

2.3      MARKETING ACTIVITIES
         In the  context  of  performing  the  Marketing,  and at all  times  in
         accordance with the Marketing Plan and the Annual Budget,  Bartech will
         include the Outsource  Services in all  applicable  marketing  programs
         and/or advertising  campaigns run by Bartech, at all levels,  including
         hotel chains,  major accounts and individual hotels, and will recommend
         the Outsource Services to its current and potential  customers,  giving
         the Outsource  Services no less preference than any other equivalent or
         alternative  program  marketed by Bartech,  and  specifically  with the
         objective  of  facilitating  the entry into and the  execution  of term
         sheets or  definitive  agreements  by and between HOMI and  appropriate
         major hotel chains,  relating to the provision of Outsource Services by
         HOMI, all in the manner set forth herein.  For avoidance of doubt,  the
         actions set forth above are not by no means an  exhaustive  list of the
         actions which will be taken by Bartech in performing the Marketing.  An
         indication  of  other  actions  which  will  be  taken  by  Bartech  in
         performing  the  Marketing  is set  forth  in  the  list  of  Marketing
         Activities  which is  included  in the  Marketing  Plan  (Exhibit  2.1)
         hereto.

2.4      MARKETING MATERIAL AND REPRESENTATIONS

         A.       In  performing  the  Marketing,   Bartech  will  make  use  of
                  promotional material,  including brochures,  pamphlets and the
                  like, which it will receive from HOMI  ("MARKETING  MATERIAL")
                  and in any event  Bartech  will make use,  in  performing  the
                  Marketing,  only of  currently  valid  material  that has been
                  approved in advance by both Parties.
<PAGE>


STRATEGIC ALLIANCE AGREEMENT
BARTECH EMEA  - HOTEL OUTSOURCE MANAGEMENT INT'L, INC.
--------------------------------------------------------------------------------



         B.       Any representation made by Bartech in the context of outlining
                  the nature of the Outsource  Services must be consistent  with
                  the  standard  terms under which HOMI  typically  provides the
                  Outsource Services, as amended by HOMI and provided to Bartech
                  from time to time.  A current  summary  of these  terms is set
                  forth in EXHIBIT 2.4B hereto (the "STANDARD TERMS").

         C.       HOMI will be bound by the terms of definitive agreements which
                  it may enter into with  hotels or hotel  chains,  and  Bartech
                  will have no  authority to make any  representation  on HOMI's
                  behalf or in its name, to any third party,  except in the form
                  of  and/or  in  accordance  with  the then  current  Marketing
                  Material  and  Standard  Terms,  and Bartech will not have the
                  power to make any commitments or representations  that will be
                  binding on HOMI towards any third party.

         D.       All the Marketing  will be performed  under the joint names of
                  Bartech and HOMI,  and Bartech will indicate  clearly that the
                  Outsource Services will be provided by HOMI.

2.5      MARKETING AND NEGOTIATION PROCEDURES

         A.       Upon a hotel  chain that meets the  criteria  set forth in the
                  Marketing Plan  expressing to Bartech an interest in receiving
                  the Outsource Services (a "POTENTIAL CHAIN CUSTOMER"), Bartech
                  will immediately  notify HOMI and, in coordination  with HOMI,
                  will  facilitate  one or more  meetings,  as necessary,  to be
                  attended by the Potential  Chain  Customer,  Bartech and HOMI,
                  with the  objective of enabling HOMI to negotiate an Outsource
                  Services  framework  agreement  between HOMI and the Potential
                  Chain Customer, pursuant to which the Potential Chain Customer
                  will  afford  HOMI  the  status  of  approved,   preferred  or
                  exclusive service provider in relation to Outsource Services.

         B.       Any hotel that meets the criteria  set forth in the  Marketing
                  Plan,  whether or not it is  affiliated  with a hotel chain as
                  set forth in  Sub-Section a above,  that expresses an interest
                  in receiving the Outsource  Services (a "POTENTIAL  CUSTOMER")
                  shall  complete a  questionnaire,  in a form to be supplied to
                  Bartech by HOMI (the "QUESTIONNAIRE"),  whereupon Bartech will
                  immediately notify HOMI of such approach and will proceed with
                  the Preliminary Surveys as set forth in Section 3.1 below.

         C.       Once the  Preliminary  Surveys  have  been  conducted  and the
                  Preliminary  Survey  Reports  have  been  delivered  to  HOMI,
                  pursuant to the provisions of Section 3.1 below, and solely in
                  the event that HOMI,  in its  discretion,  decides  that it is
                  interested in further  examining the  possibility of providing
                  Outsource Services to the Potential Customer, then Bartech, at
                  HOMI's request, will facilitate a meeting between HOMI and the
                  Potential  Customer,  and the Bartech  salesperson  who was in
                  contact with the  Potential  Customer  will also be invited to
                  attend this meeting.

         D.       To the extent  that,  following  said  meeting,  HOMI,  in its
                  discretion,  and the  Potential  Customer,  are  interested in
                  proceeding  with  negotiations  over the  possible  supply  of
                  Outsource Services to the Potential  Customer,  then HOMI will
                  conduct  these   negotiations   directly  with  the  Potential
                  Customer,  and Bartech  will aid and assist this effort to the
                  best of its ability, upon such request being made by HOMI. For
                  avoidance of doubt,  the  determination  of whether to conduct
                  negotiations,  as  well  as the  terms  being  offered  to the
                  Potential Customer and the decision on whether or not to enter
                  into  an  agreement  with  the  Potential   Customer  for  the
                  provision  of  Outsource  Services  (an  "OUTSOURCE   SERVICES
                  AGREEMENT"),  and on what terms,  shall be made by HOMI alone,
                  in its discretion.
<PAGE>


STRATEGIC ALLIANCE AGREEMENT
BARTECH EMEA  - HOTEL OUTSOURCE MANAGEMENT INT'L, INC.
--------------------------------------------------------------------------------

         E.       If,  following  receipt of due  notification by Bartech of the
                  existence of a particular  Potential  Customer,  in accordance
                  with the  provisions  of this Section 2.5 above,  HOMI decides
                  that it is not interested in providing  Outsource  Services to
                  said Potential Customer, or if HOMI's subsequent  negotiations
                  with the Potential Customer are abandoned without an Outsource
                  Agreement  being  signed,  then HOMI shall  notify  Bartech in
                  writing  of  these   circumstances  and  Bartech  shall  then,
                  notwithstanding the provisions of Section 13 below, be free to
                  offer  said  Potential   Customer  other   outsource   service
                  solutions,  to  be  provided  by a  Person  other  than  HOMI,
                  provided  however  that  said  solutions  shall be a  one-time
                  arrangement,  and Bartech will still not be permitted to enter
                  into any joint  venture,  partnership  or similar  arrangement
                  with any Person (including said Potential Customer) other than
                  HOMI, relating to Outsource  Services,  or services identical,
                  similar  or  competing   with  Outsource   Services,   in  the
                  Territory.

2.6      COMPENSATION
         The  Standard  Purchase  Price  includes  inter alia the full and final
         compensation  for the Marketing and Bartech will not be entitled to any
         kind of compensation for the Marketing,  other than any sum to which it
         may actually be entitled on account of Purchase of Bartech Minibars, in
         accordance with the provisions of Section 4 below.

3.       SURVEYS BY BARTECH

3.1      PRELIMINARY SURVEYS
         Within 10 Business Days of receiving a completed  Questionnaire  from a
         Potential  Customer,  Bartech will perform,  solely at its own expense,
         preliminary  surveys at each of the  Potential  Customer's  premises at
         which the  provision of  Outsource  Services is being  considered  (the
         "SITES"), in relation to the suitability of Bartech Minibars, and their
         Turnkey  Installation,   to  the  Potential  Customer's  infrastructure
         ("GENERAL  TECHNICAL  SURVEY")  and in relation to the  suitability  of
         Bartech Minibars,  and their Turnkey Installation,  to the provision of
         Outsource   Services  at  said  premises  of  the  Potential   Customer
         ("COMMERCIAL  SURVEY") (the General Technical Survey and the Commercial
         Survey shall be termed, jointly and severally,  "PRELIMINARY SURVEYS").
         Bartech  will  deliver to HOMI a report on the  findings of each of the
         Preliminary   Surveys,   together   with  a  copy   of  the   completed
         Questionnaire,    details   of   Bartech's   own    observations    and
         recommendations  and a detailed  account of any and all information and
         material  that has already been  provided to said  Potential  Customer,
         plus  a  summary  of  all  contacts  with  the  Potential  Customer  in
         connection with the Outsource Services, and full contact details of the
         Potential    Customer's   relevant   contact   person,   such   reports
         substantially  to take the form set forth in EXHIBIT 3.1(1) and EXHIBIT
         3.1(2) hereto, respectively (the "PRELIMINARY SURVEY REPORTS"). Bartech
         will deliver the Preliminary  Survey Reports to HOMI within 10 Business
         Days of performing each of the Preliminary  Surveys,  respectively,  in
         recognition of the fact that HOMI may rely upon said Preliminary Survey
         Reports during its negotiations with the Potential  Customer.  HOMI may
         elect,  at any time, in its  discretion,  to  participate  or otherwise
         assist  in  the  Preliminary  Surveys  and/or  the  preparation  of the
         Preliminary  Survey  Reports,   without  in  any  way  derogating  from
         Bartech's undertakings and obligations as set forth herein.

3.2      DETAILED TECHNICAL SURVEY

         A.       Within 10 Business Days of receiving  written notice from HOMI
                  that HOMI's  negotiations  with a Hotel have reached the stage
                  where at least one draft Outsource Services Agreement has been
                  exchanged  between HOMI and that Potential  Customer,  Bartech
                  will perform,  solely at its own expense, a detailed,  room by
                  room  survey of the  Sites.  Bartech  will  deliver  to HOMI a
                  report with its findings

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                  under the Detailed  Technical  Survey and its  recommendations
                  thereunder,  such  report  substantially  to take the form set
                  forth in  EXHIBIT  3.2A  hereto  ("DETAILED  TECHNICAL  SURVEY
                  REPORT"),  within 10 Business Days of performing  the Detailed
                  Technical  Survey,  in  recognition  of the fact that HOMI may
                  rely upon said  Detailed  Technical  Survey  Report during its
                  negotiations with the Hotel.

         B.       Bartech  acknowledges  and is aware  that in some or all Sites
                  the Turnkey Installation will be performed using existing Site
                  infrastructure  including  co-axial  or other  forms of cable,
                  which  may or may not be used by the  Hotel to  provide  other
                  services to its guests,  and it is essential that the Detailed
                  Technical Survey and Detailed  Technical Survey Report address
                  this matter thoroughly,  in recognition inter alia of the fact
                  that the Turnkey  Installation must not cause any interference
                  to  Television,  MATV,  PayTV and/or any other  systems at the
                  Site and that Bartech will be required to  immediately  remedy
                  any such  interference  that is  caused  during  or after  the
                  installation of the Bartech Minibars,  and that if unremedied,
                  such   interference   could  even  entitle  Hotels  to  revoke
                  Outsource Services Agreements.

         C.       Bartech further  acknowledges and is aware that HOMI will make
                  various  undertakings  towards Hotels in relation to Outsource
                  Services,  as a  fundamental  part of the  Outsource  Services
                  Agreements  between HOMI and the Hotels, in full reliance upon
                  the accuracy of the Detailed Technical Survey Report. A sample
                  form of the kind of Outsource  Services  Agreement  which HOMI
                  may enter into with Hotels is attached hereto as EXHIBIT 3.2C,
                  which is confidential and for Bartech's eyes only.

3.3      COMPENSATION
         The  Standard  Purchase  Price  includes  inter alia the full and final
         compensation  for the  Preliminary  Surveys and the Detailed  Technical
         Survey and Bartech will not be entitled to any kind of compensation for
         the foregoing,  other than any sum to which it may actually be entitled
         on account of  Purchase of Bartech  Minibars,  in  accordance  with the
         provisions of Section 4 below.

4.       PURCHASE OF BARTECH MINIBARS

4.1      PURCHASE ORDER
         At any time and from time to time  during  the Term of this  Agreement,
         HOMI shall be entitled to purchase Bartech  Minibars from Bartech,  for
         the purpose of  providing  Outsource  Services  to Hotels,  by means of
         sending  Bartech a purchase order,  substantially  in the form attached
         hereto as EXHIBIT 4.1  ("PURCHASE  ORDER").  For avoidance of doubt and
         notwithstanding all other provisions herein, the determination of which
         models of Bartech  Minibar are to be purchased  will be HOMI's,  in its
         discretion, based on HOMI's negotiations with the Hotels.

4.2      SPECIFICATIONS
         Bartech  Minibars  will be supplied  in  accordance  with the  standard
         Bartech Minibar specifications as detailed by Bartech from time to time
         in  respect  of  each  model  of  Bartech  Minibar  purchased,  and  in
         accordance  with  specific  specifications  set forth by Bartech in the
         Detailed Technical Survey and further  specifications of which HOMI may
         notify   Bartech  in  writing   when   submitting   a  Purchase   Order
         (collectively, the "SPECIFICATIONS").

4.3      TERMS AND CONDITIONS OF PURCHASE
         Purchases of Bartech  Minibars by HOMI from Bartech in accordance  with
         this Agreement  ("PURCHASES") shall be subject to the General Terms and
         Conditions  of Sale as set forth in EXHIBIT  4.3 hereto  (the  "GENERAL
         TERMS").  Bartech  undertakes to sell and deliver  Bartech

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         Minibars to HOMI in  accordance  with the  Purchases  HOMI makes and in
         accordance with the General Terms and the Specifications.

4.4      BARTECH MINIBAR PURCHASE PRICE

         A.       The Parties  hereby agree that the Purchases  will be made and
                  supplied at a 10% discount from Bartech's End User  Price-List
                  for the  Territory  as  shall  be in  force  at the  time  the
                  Purchase  Order is sent to Bartech (the  "PRICE-LIST"  and the
                  "STANDARD  PURCHASE  PRICE"),  provided however that HOMI will
                  only be invoiced for items which it actually  purchases  (e.g.
                  training  will  usually  not be  required  and  will  thus not
                  usually be included in the Standard  Purchase Price,  although
                  it will be invoiced if it is nonetheless required and received
                  by HOMI).  Bartech's current  Price-List is attached hereto as
                  EXHIBIT  4.4A.  Each  Price-List  shall remain in force and be
                  binding upon the Parties until the expiry of 60 days from such
                  time as Bartech shall  deliver to HOMI an updated  Price-List,
                  whereupon said updated  Price-List  shall enter into force for
                  the purposes of this Agreement.

         B.       For  avoidance  of doubt,  it is agreed that the 10%  discount
                  shall apply to hardware and software and license fees only and
                  not to labour, transportation, taxes or duties, if any.

4.5      SPECIAL TERMS

         A.       If HOMI  shall  require  certain  Purchases  to be made  under
                  special terms, which differ from and/or are in addition to the
                  General Terms,  and/or at special prices which differ from the
                  Standard Purchase Price ("SPECIAL TERMS"),  then it shall send
                  Bartech,  together  with its  Purchase  Order or at a mutually
                  agreeable  later date, a list of the Special Terms it requires
                  and the  Parties  shall  negotiate  in good  faith  and  reach
                  agreement  as to the  Special  Terms  that will  apply to said
                  Purchases.  Bartech is aware that the Special  Terms which may
                  be  requested  by HOMI may arise out of  certain  requirements
                  being made by Hotels, and Bartech agrees, without prejudice to
                  its legitimate commercial interests, to negotiate with HOMI in
                  good faith as to the  Special  Terms,  with the  objective  of
                  approving  Special Terms that will be satisfactory to HOMI and
                  to the Hotels,  whereupon  the General  Terms and/or  Standard
                  Purchase  Price will, for the purposes of this  Agreement,  be
                  deemed amended in accordance with the Special Terms.

         B.       Bartech  acknowledges and is aware that HOMI will make various
                  undertakings  towards  Hotels  in  relation  to the  Outsource
                  Services,  as a  fundamental  part of the  Outsource  Services
                  Agreements  between HOMI and the Hotels, in full reliance upon
                  Bartech's  supplying  HOMI's  Purchases of Bartech Minibars in
                  accordance  with  the  General  Terms  and/or  any  applicable
                  Special  Terms in such manner as to enable HOMI to provide the
                  Hotels  with  Outsource   Services  in  accordance   with  the
                  Outsource Services Agreements.

4.6      SPECIAL SALES EXECUTIVE INCENTIVE
         Bartech  hereby grants its consent that HOMI may, from time to time, in
         its discretion,  offer and grant a special  incentive bonus for Bartech
         sales executives with  responsibility  for one or more countries in the
         Territory,  amounting  to up to 1%  (usually no more than 0.75%) of the
         Standard  Purchase Price paid by HOMI to Bartech for all Purchases made
         during a particular year for installation in said country/ies. Any such
         bonus will be paid to Bartech by HOMI,  and Bartech  will pay the bonus
         to the appropriate sales executive, in line with the foregoing.

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4.7      END OF YEAR PERFORMANCE BONUS

         A.       For each calendar year, during the Term of this Agreement,  in
                  which HOMI  purchases at least the Target  Quantity of Bartech
                  Minibars, Bartech shall pay HOMI an end of year bonus, subject
                  to HOMI  paying  the full  Standard  Purchase  Price  for said
                  Bartech Minibars, as follows (the "END OF YEAR BONUS"):

                  (I)      if the Target Quantity was achieved,  then the End of
                           Year Bonus  shall equal 1% of the  Standard  Purchase
                           Price in respect of the Bartech Minibars purchased in
                           that year and paid for in full by HOMI;

                  (II)     if the Target  Quantity was exceeded by at least 20%,
                           then the End of Year  Bonus  shall  equal 1.5% of the
                           Standard  Purchase  Price in respect  of the  Bartech
                           Minibars  purchased in that year and paid for in full
                           by HOMI; and

                  (III)    if the Target  Quantity was exceeded by at least 30%,
                           then  the End of Year  Bonus  shall  equal  2% of the
                           Standard  Purchase  Price in respect  of the  Bartech
                           Minibars  purchased in that year and paid for in full
                           by HOMI.

         B.       Calculation  of the End of Year Bonus shall be on the basis of
                  invoices actually issued to HOMI during the year for which the
                  bonus is being  calculated,  and  Bartech  will pay the End of
                  Year Bonus to HOMI, in a single  payment,  by check,  no later
                  than February 15th  immediately  following the end of the year
                  for which the bonus is being  paid,  subject  to HOMI's  prior
                  settlement in full of all of said invoices.

4.8      PAYMENTS TO HEADQUARTERS

         To the extent that a Hotel,  which is a hotel  chain,  requests  that a
         payment be made to its  headquarters,  on account of its  expenses  and
         efforts  in  negotiating  Outsource  Services  Agreement(s)  with HOMI,
         whether  in the  form of  reimbursement  of all or part of the  Hotel's
         expenses,  or in any other form  (usually  up to 2% of the value of the
         agreement),  then Bartech will use its best efforts to try and persuade
         said Hotel chain to waive such request.  If,  however,  notwithstanding
         Bartech's  best  efforts,  the Hotel chain  continues  to require  said
         payment,  then any such payment  which is made to the Hotel chain shall
         be made by HOMI, at its own cost and expense.

5.       PMS INTERFACE
5.1      PREPARATION OF THE PMS INTERFACE

         A.       The Parties  acknowledge that, in order to facilitate seamless
                  and  continuous  interface  between the software which Bartech
                  supplies  with the  Bartech  Minibars  and  installs on HOMI's
                  computers,  and the PMS at the  Site  for  which  the  Bartech
                  Minibars are being purchased,  various refinements may need to
                  be made to the PMS  and/or a software  package  may need to be
                  prepared to effect such interface, based on the specifications
                  which Bartech will have found to be applicable in light of the
                  Detailed   Technical  Survey,  as  reported  in  the  Detailed
                  Technical Survey Report (the "PMS INTERFACE").

         B.       The Parties acknowledge that, in most cases, the Hotel, or the
                  supplier of the PMS,  will wish to prepare the PMS  Interface,
                  and in all instances HOMI will inform the Hotel that the Hotel
                  is responsible for  preparation of the PMS Interface.  Bartech
                  will provide whatever timely information and assistance may be
                  required in order to assist the Hotel  and/or the PMS supplier
                  in preparing the PMS Interface.

         C.       If, however,  the Hotel requires that HOMI prepare and provide
                  the PMS  Interface,  then,  upon  receipt  of  HOMI's  written
                  request,  Bartech will immediately  prepare the PMS Interface,
                  of  such   nature   as  to   facilitate   successful   Turnkey
                  Installation at the Site.

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         D.      In the context of its  undertakings  in this Section 5.1 above,
                 Bartech  acknowledges  and is aware that HOMI will make various
                 undertakings  towards  Hotels  in  relation  to  the  Outsource
                 Services,  as a  fundamental  part  of the  Outsource  Services
                 Agreements  between HOMI and the Hotels,  in full reliance upon
                 the full suitability and functionality of the PMS Interface.

5.2      COMPENSATION

         The  Standard  Purchase  Price  includes  inter alia the full and final
         compensation for assistance provided by Bartech to the Hotel and/or PMS
         supplier  in  connection  with  the  Hotels'  preparation  of  the  PMS
         Interface and Bartech will not be entitled to any kind of  compensation
         for such  assistance,  other than any sum to which it may  actually  be
         entitled on account of the  Purchase of the Bartech  Minibars for which
         the PMS Interface was prepared,  in accordance  with the  provisions of
         Section 4 above.  In each  instance  in which  Bartech is  required  to
         prepare the PMS Interface  itself,  pursuant to Section 5.1c above, and
         the Hotel  does not bear the full costs of such  preparation,  then the
         Parties  will discuss and decide the question of who will bear the cost
         of such preparation.

6.       TURNKEY INSTALLATION OF BARTECH MINIBARS

6.1      PERFORMANCE OF TURNKEY INSTALLATION
         Bartech undertakes to perform all Turnkey Installations  required under
         this  Agreement,  according  to the  timetable  and under the terms set
         forth in this  Agreement and in  accordance  with the General Terms and
         the  Special  Terms,  if any.  Bartech  will  deliver to HOMI a written
         notice of  completion  of each  Turnkey  Installation  that  Bartech is
         satisfied has been completed,  forthwith upon said completion  ("NOTICE
         OF COMPLETION").

6.2      ACCEPTANCE

         A.       Bartech  acknowledges and is aware that, following delivery to
                  HOMI of the Notice of  Completion,  HOMI will enable the Hotel
                  to check the Turnkey  Installation for full  functionality and
                  suitability.  Within  10  days  of  receiving  the  Notice  of
                  Completion,  HOMI will deliver to Bartech, in writing, details
                  of any defects in the Turnkey  Installation or  non-conformity
                  with the  Specifications  and  Bartech  will  remedy  any such
                  defect or non-conformity  within 10 days of receiving any such
                  notice  and will  deliver  a  further  Notice  of  Completion,
                  whereupon  the   provisions  of  this  Section  6.2  shall  be
                  re-applied,  mutatis mutandis,  until such time as the Turnkey
                  Installation   is   accepted  as  being  free  of  defects  or
                  non-conformity  with the  Specifications,  prior to which time
                  the Turnkey Installation will not be deemed completed.

         B.       Bartech  acknowledges and is aware that HOMI will make various
                  undertakings  towards  Hotels  in  relation  to the  Outsource
                  Services,  as a  fundamental  part of the  Outsource  Services
                  Agreements  between HOMI and the Hotels, in full reliance upon
                  the due completion of the Turnkey  Installations in accordance
                  with the provisions of this Agreement.

6.3      COMPENSATION
         The  Standard  Purchase  Price  includes  inter alia the full and final
         compensation  for the Turnkey  Installation of the Bartech Minibars and
         Bartech  will not be entitled to any kind of  compensation  for Turnkey
         Installation,  other than any sum to which it may  actually be entitled
         on  account  of the  Purchase  of the  Bartech  Minibars  for which the
         Turnkey  Installation was performed,  in accordance with the provisions
         of Section 4 above.

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7.       WARRANTY

7.1      BASIC WARRANTY
         The Bartech Minibars and the Turnkey Installations will be warranted by
         Bartech  to  be  free  of  defects,   in  accordance  with  a  one-year
         contractual  warranty  in the form set forth in EXHIBIT 7.1 hereto (the
         "BASIC  WARRANTY"),  under which Bartech will,  subject to the terms of
         said warranty,  provide  service and parts, as and when requested to do
         so by HOMI, at no charge to HOMI.

7.2      EXTENDED WARRANTY
         The Parties will,  concurrently  with the execution of this  Agreement,
         enter into an Extended Warranty/Maintenance  Agreement substantially in
         the form set forth in EXHIBIT  7.2 hereto  (the  "EXTENDED  WARRANTY"),
         under which,  in accordance  with its terms,  Bartech will undertake to
         provide  service and parts, as and when requested to do so by HOMI, for
         all  Bartech  Minibars  purchased  hereunder  by HOMI  and all  Turnkey
         Installations  performed hereunder by Bartech, for a period of up to 10
         years from the date of each  Turnkey  Installation,  in respect of each
         said Turnkey Installation,  for the special, reduced-rate fee set forth
         in the Extended Warranty.

8.       INTELLECTUAL PROPERTY

8.1      RIGHTS TO INTELLECTUAL PROPERTY
         Bartech  represents  and warrants that it owns or has the right to use,
         free and clear of all liens,  claims and  restrictions all intellectual
         property, of any kind, howsoever required and/or utilized in connection
         with   the   Bartech   Minibars   and/or   the   Turnkey   Installation
         ("INTELLECTUAL PROPERTY").

8.2      NO INFRINGEMENT
         Bartech represents and warrants that, to the best of its knowledge, the
         Intellectual  Property  does not  infringe  upon or violate  any right,
         lien,  or  claim of any  third  party,  and  Bartech  is not  currently
         obligated or under any liability whatsoever to make any payments by way
         of  royalties,  fees or otherwise to any owner or licensee of, or other
         claimant to, any patent, trademark, service mark, trade name, copyright
         or  other  intangible  asset,  with  respect  to  the  use  thereof  in
         connection with the Bartech Minibars and/or the Turnkey Installation.

9.       TERM AND TERMINATION

9.1      INITIAL TERM
         This  Agreement  shall enter into force on the date of its execution by
         the Parties  hereto and shall remain in force for an initial  period of
         no less than 10 years (the "INITIAL TERM"). Upon the culmination of the
         Initial Term, and any Additional  Terms,  this Agreement will be deemed
         renewed  for  additional  terms of two years each (each an  "ADDITIONAL
         TERM"),  unless and until  terminated in accordance with its terms. The
         Initial Term and any and all Additional Terms will together  constitute
         the Term of this Agreement (the "TERM OF THIS AGREEMENT").

9.2      TERMINATION WITHOUT CAUSE
         At any time following the  culmination of the fifth year of the Initial
         Term, either Party may, at its discretion, give notice of its desire to
         terminate this  Agreement,  without the need to provide the reasons for
         its decision,  by means of advance,  written notice to the other Party,
         and this  Agreement  shall  terminate  upon  the  expiry  of 18  months
         following  the  delivery  of  such  notice,  or at such  later  date of
         termination as may be stipulated in such notice.
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9.3      TERMINATION FOR CAUSE

         A.       If HOMI  shall fail to make  timely  payment to Bartech of any
                  sum which it is  obliged  to pay to  Bartech  pursuant  to the
                  terms hereof, including the Standard Purchase Price, and fails
                  to cure  said  breach  within  a  period  of 60 days  from its
                  receipt of a detailed  written notice from Bartech  warning of
                  such breach,  then Bartech will be entitled to terminate  this
                  Agreement  by means of advance,  written  notice to HOMI,  and
                  this  Agreement  shall  terminate  upon the expiry of 6 months
                  following  the delivery of such notice,  or at such later date
                  of termination as may be stipulated in such notice.

         B.       If either Party is in breach of this  Agreement (a "DEFAULTING
                  PARTY"),  other than as set forth in Section 9.3a above,  then
                  the other Party (the "PERFORMING  PARTY") shall deliver to the
                  Defaulting Party written notice of said breach,  whereupon the
                  Parties  will use their best  efforts to amicably  resolve the
                  dispute   between   them  and/or  the  breach,   by  means  of
                  discussions to be held between the Parties'  respective  CEOs,
                  with or without  mediation  services from other  Persons.  If,
                  notwithstanding  the  Parties'  best,  good  faith  efforts to
                  resolve the situation as aforementioned, no such resolution is
                  achieved  within 6 months of delivery of the notice of breach,
                  then the Performing  Party may deliver a second written notice
                  of breach to the Defaulting Party and, if the Defaulting Party
                  fails to cure said breach  within a period of 60 days from its
                  receipt of said second  written  notice,  then the  Performing
                  Party will be entitled to terminate this Agreement by means of
                  advance,  written  notice to the  Defaulting  Party,  and this
                  Agreement   shall  terminate  upon  the  expiry  of  6  months
                  following  the delivery of such notice,  or at such later date
                  of termination as may be stipulated in such notice.

9.4      EFFECT OF TERMINATION
         For avoidance of doubt, the termination of this Agreement, for whatever
         reason,  shall  not  have  the  effect  of  terminating,  or  otherwise
         derogating  from,  the force and effect of the  Warranty  and  Extended
         Warranty and any other  agreements  and/or  purchase  orders that shall
         already  have been  entered  into by the  Parties,  all of which  shall
         continue in full force and effect in accordance with their terms.

10.      REPRESENTATIONS AND WARRANTIES

10.1     MUTUAL REPRESENTATIONS
         Each  Party  hereby  represents  and  warrants  to the  other  Party as
         follows,  in  recognition  of the fact that the other Party is entering
         into this Agreement  inter alia in reliance upon these  representations
         and warranties:

         A.       it is a duly incorporated and validly existing  corporation in
                  good   standing   under   the   laws  of  the   State  of  its
                  incorporation,   with  all   requisite   power  and  authority
                  (corporate  and other) to own its  properties  and conduct its
                  business.

         B.       it has the  corporate  power  and  authority  to  execute  and
                  deliver  this  Agreement  and to  carry  out the  transactions
                  contemplated  hereby; this Agreement has been duly and validly
                  duly  authorized  by  all  necessary   action,   corporate  or
                  otherwise,  on its  part,  and this  Agreement  constitutes  a
                  legal, valid and binding obligation, enforceable against it in
                  accordance with its terms.

         C.       delivery  and  performance  by it of this  Agreement,  and the
                  performance by it of its obligations hereunder, will not:

                  (I)      conflict  with or  result  in a breach  of any of the
                           provisions of its Incorporation Documents;

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                  (II)     contravene   any  law,  rule  or  regulation  of  any
                           jurisdiction to which it is subject, or any political
                           subdivision  thereof or therein,  or any order, writ,
                           judgment,  injunction, decree, determination or award
                           currently  in  effect,   which,   singly  or  in  the
                           aggregate,  would have a material  adverse  effect on
                           it;

                  (III)    conflict in any respect with or result in a breach of
                           or  default   under  any   agreement,   contract   or
                           instrument  to  which it is a party or by which it or
                           any of its properties may be affected or bound,  such
                           as would,  singly or in the  aggregate,  would have a
                           material adverse effect on it;

10.2     REPRESENTATIONS AND WARRANTIES OF BARTECH
         Bartech  hereby  represents  and  warrants  to  HOMI  as  follows,   in
         recognition of the fact that HOMI is entering into this Agreement inter
         alia in reliance upon these representations and warranties:

         A.       it is fully  aware that HOMI is entering  into this  Agreement
                  for the purpose of procuring  products  and services  which it
                  will need in order to be in a position  to  provide  Outsource
                  Services to Hotels, in accordance with the Outsource  Services
                  Agreements, and that the timely supply of the Bartech Minibars
                  and Services in accordance  with this  Agreement is absolutely
                  essential in order for HOMI to be able to discharge its duties
                  and obligations under the Outsource Services Agreements;

         B.       it is fully  aware  that HOMI will make  various  undertakings
                  towards  Hotels in relation to the  Outsource  Services,  as a
                  fundamental part of the Outsource Services  Agreements between
                  HOMI and the Hotels,  in full  reliance upon the timely supply
                  by Bartech of the Bartech  Minibars and Services in accordance
                  with this Agreement.

11.      FURTHER UNDERTAKINGS

11.1     FURTHER ASSURANCES
         In view inter alia of its  representations and warranties herein and in
         recognition  of the fact that HOMI will have only limited  control over
         numerous matters relating to the supply of the Bartech Minibars and the
         Services,  including such matters as dates of installation,  acceptance
         of the  Bartech  Minibars  and  Turnkey  Installations  etc.,  in which
         matters HOMI will be dependent upon the Hotels with whom it has entered
         into  Outsource  Services  Agreements,  Bartech hereby  undertakes,  in
         addition to and  notwithstanding  specific  provisions of General Terms
         and/or  Special  terms,   but  without   prejudice  to  its  legitimate
         commercial interests,  to display maximum flexibility and understanding
         and take all reasonable and necessary steps throughout the Term of this
         Agreement,  with a view to enabling HOMI to discharge all of its duties
         and  obligations and meet all of its  undertakings  under the Outsource
         Services Agreements in a timely fashion, to the Hotels' satisfaction.

11.2     DISCHARGE OF SERVICES
         In  recognition  inter alia of the fact that  Bartech will be providing
         HOMI with the Bartech Minibars and Services on a  sub-contractor  basis
         in view of the undertakings  being made by HOMI to the Hotels under the
         Outsource Services Agreements, and in view of the fact that the Bartech
         Minibars  and  Services  will be  installed  and  provided in the Sites
         themselves,  Bartech hereby  undertakes to supply the Services with the
         greatest  of care  and to  ensure  that no  damage,  and  only  minimum
         inconvenience,  is caused to the  Hotels  or any third  parties  in the
         process of provision of the  Services,  and likewise to ensure that all
         of its staff  conduct  themselves  in a  respectable  and polite manner
         befitting the luxury status of the Hotels.

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STRATEGIC ALLIANCE AGREEMENT
BARTECH EMEA  - HOTEL OUTSOURCE MANAGEMENT INT'L, INC.
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11.3     INDEMNIFICATION

         A.       In view  inter  alia  of its  representations  and  warranties
                  herein and in recognition of the facts acknowledged by Bartech
                  herein,  Bartech  hereby  undertakes to defend,  indemnify and
                  hold harmless HOMI and its  affiliates,  officers,  directors,
                  agents and  employees  from and against  any and all  actions,
                  costs,  claims,  losses,  expenses and/or  damages,  including
                  reasonable  attorneys'  fees,  arising  out of or in  any  way
                  incidental to allegations of patent,  copyright,  trademark or
                  other  intellectual   property   infringements   howsoever  in
                  relation to the Bartech Minibars and/or the Services.

         B.       To the extent that HOMI may be required, from time to time, to
                  provide  Hotels with any kind of  indemnification  relating to
                  Bartech  Minibars  and/or the  Services,  in  addition  to the
                  indemnification  as set forth in  Sub-Section  a. above,  then
                  Bartech will indemnify HOMI accordingly, by means of a back to
                  back  indemnification  corresponding  to  the  indemnification
                  provided to the Hotel by HOMI.

12.      RELATIONS WITH DISTRIBUTORS

12.1     NOTIFICATION REGARDING DISTRIBUTORS
         Bartech  hereby gives notice to HOMI that in the countries set forth in
         the list attached as EXHIBIT 12.1 hereto ("DISTRIBUTION  TERRITORIES"),
         Bartech Minibars are sold and serviced exclusively through the official
         distributors  appointed by Bartech,  whose  details  appear  beside the
         relevant Distribution Territory in Exhibit 12.1 ("DISTRIBUTORS").

12.2     SERVICES IN DISTRIBUTION TERRITORIES

         A.       Bartech  Minibars used in the provision of Outsource  Services
                  in a Distribution Territory will be purchased by HOMI from the
                  relevant Distributor.

         B.       In respect of Sites located in a Distribution  Territory,  the
                  relevant  Distributor will perform and provide the Preliminary
                  Surveys,   the   Detailed   Technical   Survey,   the  Turnkey
                  Installations  and the Extended Warranty  Services,  including
                  all related  reports,  ancillary  services  etc.,  and the PMS
                  interface will be provided by the Distributor  and/or Bartech,
                  in accordance with the provisions of Section 5 above,  mutatis
                  mutandis.

         C.       In respect of hotels located in a  Distribution  Territory and
                  hotel chains exclusive to a particular Distribution Territory,
                  Bartech  confirms  that the  relevant  Distributor  shall also
                  perform the Marketing in respect thereof,  in coordination and
                  consultation   with  Bartech,   and  in  accordance  with  the
                  Marketing  Plan and the  Annual  Budget  and other  applicable
                  provisions of this Agreement.

12.3     COMMERCIAL TERMS

         A.       Bartech will,  promptly upon the execution hereof,  notify all
                  the  Distributors  of the existence and general nature of this
                  Strategic Alliance Agreement and will inform them that HOMI is
                  to be  treated as an  approved  and most  preferential  "Major
                  Account" of Bartech,  entitled to the prices and discounts set
                  forth herein and as agreed between  Bartech and HOMI from time
                  to time.

         B.       Whilst the  Parties  recognise  that the  purchase  of Bartech
                  Minibars  Services  from  Distributors,  as set forth  herein,
                  shall  be  subject  to  and  in  accordance   with  negotiated
                  agreements  between  HOMI and the  Distributors,  and that the
                  Distributors  will not be obliged to enter into agreement with
                  HOMI,   nevertheless,   Bartech   will   make   clear  to  the
                  Distributors  that if they do decide to enter  into  agreement
                  with HOMI as set forth above, then the terms and conditions of
                  the sale of Bartech Minibars  (including prices and discounts)
                  and the  provision of Services to HOMI,  by the  Distributors,
                  shall be as set forth in this  Strategic  Alliance  Agreement,
                  mutatis mutandis.

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STRATEGIC ALLIANCE AGREEMENT
BARTECH EMEA  - HOTEL OUTSOURCE MANAGEMENT INT'L, INC.
--------------------------------------------------------------------------------

12.4     ANNUAL BUDGET
         For avoidance of doubt, the Parties hereby acknowledge that purchase of
         Bartech Minibars from Distributors shall, for all intents and purposes,
         be included in the calculation of Target Quantities,  and in the Annual
         Budgets.

13.      EXCLUSIVITY

HOMI  hereby  undertakes  to use  only  Bartech  Minibars  in the  provision  of
Outsource Services, in the Territory, and Bartech hereby undertakes not to sell,
install and/or service Bartech Minibars,  in the context of and/or in such a way
as to facilitate the provision of services identical,  similar or competing with
Outsource Services, to or for anyone other than HOMI, in the Territory.

14.      MISCELLANEOUS

14.1     COMPENSATION
         Notwithstanding  anything  to  the  contrary  in  this  Agreement,  the
         Standard  Purchase  Price  includes  inter  alia  the  full  and  final
         compensation  for the full and timely  performance and provision of the
         Marketing,  the Services and all other  obligations and undertakings of
         Bartech pursuant to this Agreement, and Bartech will not be entitled to
         any  compensation,  other  than  any sum to which  it may  actually  be
         entitled on account of Purchase of Bartech Minibars, in accordance with
         the provisions of Section 4 above.

14.2     NOTICES
         All notices and other communications  hereunder shall be in writing and
         shall be  deemed to have been duly  given if  delivered  by  messenger,
         transmitted  by facsimile or mailed by  registered  or certified  mail,
         postage prepaid,  as follows,  and will be deemed to have reached their
         destination  within 5 business  days of being  deposited  with the Post
         Office for dispatch as registered mail (10 business days in the case of
         air mail),  upon  actual  delivery  when  delivered  by hand,  and upon
         receipt  of the  recipient's  confirmation  of  receipt  when  sent  by
         facsimile:

         IF TO THE COMPANY, TO:
         Hotel Outsource Management International, Inc.
         116 West 23rd Street, Suite 500, New York, NY 10011
         Attention:        Mr Jacob Ronnel
         Fax:              +1-646-375-2476

         IF TO BARTECH:
         Bartech  EMEA
         4 Rue du Port Aux Vins, 92150 Suresnes, France
         Attention:        Leo Illouz
         Fax:              +331-41441011

14.3     ASSIGNMENT
         This  Agreement  shall bind and inure to the benefit of the Parties and
         their   respective    successors,    assigns,    heirs   and   personal
         representatives.  Either  Party shall be entitled to

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STRATEGIC ALLIANCE AGREEMENT
BARTECH EMEA  - HOTEL OUTSOURCE MANAGEMENT INT'L, INC.
--------------------------------------------------------------------------------

         assign all, but no less than all, of its rights and  obligations  under
         this  Agreement,  to any wholly  owned  Affiliate,  without  the prior,
         written consent of the other Party.

14.4     ENTIRE AGREEMENT
         This  Agreement  contains the entire  agreement  among the Parties with
         respect  to the  subject  matter  hereof and  supersedes  all prior and
         contemporaneous arrangements or understandings between the Parties with
         respect thereto.

14.5     NO JOINT VENTURE OR PARTNERSHIP
         Nothing  in this  Agreement  shall be  construed  as  creating  a joint
         venture or partnership  between the Parties and neither Party shall act
         as agent or representative of the other for any purpose and independent
         contractor relations alone shall subsist between the Parties under this
         Agreement.

14.6     FURTHER ASSURANCES
         Each Party  shall take all  reasonable  steps so as to  facilitate  and
         cooperate  with  respect  to  the  performance  of  the  other  Party's
         obligations under this Agreement.

14.7     AMENDMENTS, MODIFICATIONS, WAIVERS
         The terms and  provisions  of this  Agreement  may not be  modified  or
         amended, nor may any of the provisions hereof be waived, temporarily or
         permanently,  except  pursuant to written  instrument  executed by both
         Parties,  in the case of an amendment,  or by the waiving Party, in the
         case of a waiver.

14.8     SEVERABILITY
         It is the desire and intent of the parties that the  provisions of this
         Agreement be enforced to the fullest extent  permissible  under the law
         and public policies applied in each  jurisdiction in which  enforcement
         is  sought.  Accordingly,  in the  event  that  any  provision  of this
         Agreement would be held in any  jurisdiction to be invalid,  prohibited
         or  unenforceable   for  any  reason,   such  provision,   as  to  such
         jurisdiction,  shall be ineffective, without invalidating the remaining
         provisions   of  this   agreement   or   affecting   the   validity  or
         enforceability of such provision in any  jurisdiction.  Notwithstanding
         the foregoing, if such provision could be more narrowly drawn so as not
         be invalid, prohibited or unenforceable in such jurisdiction, it shall,
         as to such jurisdiction, be so narrowly drawn, without invalidating the
         remaining  provisions  of this  Agreement or affecting  the validity or
         enforceability of such provision in any other jurisdiction.

14.9     FAILURE OR DELAY
         No  failure or delay on the part of any Party in  exercising  any right
         and/or remedy to which it may be entitled hereunder and/or by law shall
         operate as a waiver by that Party of any right whatsoever. No waiver of
         any  right  under  this  Agreement  shall be  deemed as a waiver of any
         further  or future  right  hereunder,  whether or not such right is the
         same kind of right as was waived in a previous instance.

14.10    GOVERNING LAW AND JURISDICTION
         This  Agreement  shall be deemed to have  been  made and  concluded  in
         France and the construction, validity and performance of this Agreement
         shall be governed by the laws of France  without  giving  effect to the
         conflicts of law principles thereunder.  By their execution hereof, the
         parties  irrevocably  agree to submit all disputes arising hereunder to
         the jurisdiction of the Courts of France.

14.11    HEADINGS; INTERPRETATION
         The headings of the Sections and  Subsections of this Agreement are for
         convenience  of  reference  only  and  are  not  to  be  considered  in
         construing  this  Agreement.  As  used  in  this  Agreement,  the  term
         "including",  and  all  derivations  thereof,  shall  mean  "including,

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STRATEGIC ALLIANCE AGREEMENT
BARTECH EMEA  - HOTEL OUTSOURCE MANAGEMENT INT'L, INC.
--------------------------------------------------------------------------------

         without limitation", unless expressly stipulated to the contrary. Where
         the context permits, use of the singular number includes the plural and
         vice versa and words denoting any gender shall include all genders.

14.12    COUNTERPARTS; FACSIMILE SIGNATURES
         This Agreement may be executed in two or more counterparts, in original
         or by facsimile,  each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument.

                    * REST OF PAGE INTENTIONALLY LEFT BLANK *



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IN WITNESS  WHEREOF,  the parties hereto have executed this  Strategic  Alliance
Agreement, as of the date first above-mentioned.




SIGNED for and on behalf of                                     )
BARTECH EMEA                                                    )
                                                                )
By  /s/ Leo Illouz                                              )
    --------------------------------                            )
    Leo Illouz                                                  )
                                                                )
Its   Managing Director                                         )
                                                                )
Date April 9, 2003



SIGNED for and on behalf of                                     )
BARTECH EMEA                                                    )
                                                                )
By  /s/ Daniel Cohen                                            )
    -------------------------------                             )
    Daniel Cohen
                                                                )
Its   Gerant                                                    )
                                                                )
Date April 9, 2003                                              )


                                                                )

SIGNED for and on behalf of                                     )
HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.                  )

By /s/ Jacob Ronnel                                             )
   ---------------------------------                            )
   Jacob Ronnel                                                 )
                                                                )
Its  CEO                                                        )
                                                                )
Date  April 9, 2003                                             )




<PAGE>



LIST OF EXHIBITS TO STRATEGIC ALLIANCE AGREEMENT
BARTECH EMEA  - HOTEL OUTSOURCE MANAGEMENT INT'L, INC.
--------------------------------------------------------------------------------


                          LIST OF EXHIBITS TO AGREEMENT


EXHIBIT NUMBER          BRIEF DESCRIPTION
----------------------- --------------------------------------------------------
EXHIBIT 2.1             Marketing Plan
EXHIBIT 2.2             Annual Budget for 2003
EXHIBIT 2.4B            Summary of Standard Terms
EXHIBIT 3.1(1)          Form of General Technical Preliminary Survey Report
EXHIBIT 3.1(2)          Form of Commercial Preliminary Survey Report
EXHIBIT 3.2A            Form of Detailed Technical Survey Report
EXHIBIT 3.2C            Sample Outsource Services Agreement
EXHIBIT 4.1             Form of Purchase Order
EXHIBIT 4.3             General Terms and Conditions of Sale
EXHIBIT 4.4A            Current end-user Price List for Territory (Pre-Discount)
EXHIBIT 7.1             Basic Warranty
EXHIBIT 7.2             Extended Warranty
EXHIBIT 12.1            Distribution Territories and Distributors