LETTER OF AGREEMENT
LONG TERM ASSIGNMENT

April 1, 2002

Ariel Almog
Hotel Outsource Services, Inc
One Embarcadero Center, Suite 500
San Francisco, CA 94111

Dear Ariel,

We have the pleasure of  confirming  your  international  assignment  as a Chief
Operating  Officer  (C.O.O.) of Hotel Outsource  Management  International,  Inc
(HOS),  in the USA. The assignment is expected to commence on June 2002 provided
that a working permit is received  before the starting date of  assignment.  The
assignment will last  approximately  three to five years. This time frame may be
adjusted,  if necessary,  in accordance with your and HOS needs. The duration of
the relocation is contingent upon maintaining proper  performance  standards and
is subject to the  business  needs of HOS.  Except as  otherwise  agreed in this
letter,  you will comply with  employment  laws  acceptable  in the Host country
during your assignment.  Your job title will be Chief Operating Officer. In this
capacity, you will report to the Board of Directors of HOS

Your  point of  origin  is Israel  (the  "home  country")  and your  country  of
reference during your assignment is US(the "host country").

COMPENSATION AND BENEFITS
Your  compensation  and benefits package is designed to provide you with a level
of income and  benefits  that fairly  compensate  you during your  international
assignment.  To this end, we have taken into  consideration the additional costs
that  you  may  reasonably  anticipate  as a  result  of  living  abroad.  It is
understood and agreed upon that in case of termination of this  assignment,  for
whatever reason, all benefits applicable during this assignment to the US and in
consideration of and/or as a result of this assignment will terminate.

Compensation
As of June 2002, you will be paid on the HOST country payroll.  Your base salary
will be $80,000  per year.  You will be  entitled  to an annual  bonus  based on
performance and number of installed and operated units (the appropriate  formula
will be provided by the Board of Directors of HOS).  Salary  actions,  including
timing and amounts of increases,  will be consistent  with the salary program in
effect in your host country. It is understood that the decisions with regards to
timing and amount of increases are exclusively taken by HOS.

Please  note that for the  months of April and May 2002,  you will be  receiving
advance payments from Bartech Mediterranean Ltd. for work performed on behalf of
HOS in Israel.  The above advance  payments will be included in your US pay stub
upon first date of assignment in the US.



<PAGE>

Social Benefits:
The social  benefits will be paid by HOS, Inc according to US  regulations.  You
will be entitled to medical  insurance  of $1,000  which will cover both you and
dependents.  Further,  pension  fund  contributions  under  401 (K) plan will be
deducted from your paystub. The above deductions are made as follows:

o        5% of Base Salary  contributed by the employee to 401 (k) plan,  with a
         100% matching contribution of employer (HOS).

o        $1,000 monthly medial insurance coverage for you and your dependents

o        Contributions to Unemployment insurance will be paid by the employer on
         a monthly basis according to the US Employment Laws

ON-GOING ALLOWANCES AND REIMBURSEMENTS
HOS, Inc has adopted a "Balance  Sheet  Approach" in  compensating  employees on
international assignment, to ensure that assignees can maintain purchasing power
similar to that which they would have  enjoyed in their home  country,  assuming
the same salary, grade level and family size. Therefore, you will be entitled to
certain  allowances or  reimbursements  to cover  additional costs incurred as a
result of your international assignment.

         o        Housing  Allowance  - $2,500 - $2,700 per month.  The  housing
                  expense will be paid directly to the vendor by HOS, Inc.

         o        Car  Allowance - A car will be  provided  at your  disposal in
                  your host country.

         o        Business Trips- One round trip ticket will be paid for you and
                  the dependents upon relocation and repatriation, in an Economy
                  Class.

         o        One Time Relocation grant: A grant of $5,000 will be paid upon
                  relocation.

         o        Child  Education  Allowance-  $1,300  per  month  for  the two
                  children.

                  WORKING TIME AND DAYS:
                  You  will  perform  duties  and  responsibilities  under  this
                  international  assignment on a full-time  basis and within the
                  normal working hours as applicable within HOS, Inc. By signing
                  this letter,  you accept that the proper  performance  of your
                  responsibilities may require you to work outside and in excess
                  of the  normal  work-time  schedule  in  accordance  with your
                  Executive  position with no additional  compensation  paid for
                  those hours.

                  VACATION AND SICK DAYS:
                  While on assignment,  vacation days will follow the same rules
                  as in the host  country.  In  addition,  sick  days will be in
                  accordance with the host country terms and policies.


REPATRIATION
Upon  repatriation,  HOS, Inc will provide you with  relocation  assistance  for
flight  ticket and one time  repatriation  grant of $5,000.  This is intended to
help  defray the costs of  settling-in  expenses  and other  related  assignment
expenses.


<PAGE>




TERMINATION OF EMPLOYMENT:
Lay Off: At any time during the  agreement,  HOS, Inc may terminate the contract
with a prior  notice  of 90 days.  During  the  notice  period,  you will  still
continue working and performing services for the company. In addition,  you will
be  entitled,  after the notice  period,  to a one month  salary  including  all
benefits.  Termination  at Will:  A  notice  of 90 days  should  be given to the
company. You will also be entitled to a one month salary including all benefits.

Any dispute arising during your assignment or at the end of it in respect of the
interpretation,  execution or termination  of the assignment  will be settled in
accordance with the laws, regulations and customs in the US.

SOCIAL SECURITY TAXES
Due to lack of Social  Security  Totalization  agreements,  social  security and
Medicare taxes will be deducted from the US paystub on a monthly basis. In order
to maintain  certain  rights in Israel,  you will need to pay the minimum social
security taxes due to the Israeli Social Security Tax Authorities.

INCOME TAXES:
During your  assignment,  you will be considered  as US resident,  subject to US
income taxes.  As such, you must file an income tax return on a yearly basis. We
advise you to consult  with a local US CPA to assist you in filing  your  taxes.
Tax returns are due on April 15th of the succeeding tax year.

Your tax status in Israel should be examined closely to determine  whether a tax
liability  exists in Israel  during your  assignment as a whole or only during a
portion of it.

GENERAL
The  Company's  personnel  policies  and  standards  of  business  apply to your
assignment,  unless a written exception is provided by a company  representative
authorized to make that exception.  Any action  undertaken by HOS, Inc or one of
its  representatives  on  your  behalf  or your  benefit,  any  payment  done or
instruction  given to you by HOS, Inc will be deemed to be performed in the name
and for the account of the company and shall under no circumstance be considered
an  indication of the  existence of link of  subordination  between HOS, Inc and
yourself.

This  assignment  permits you the  opportunity to gain valuable  global business
experience,  as well as to perform important work for the company. If you are in
agreement  with the  conditions  of your  assignment as outlined in this letter,
please sign this letter.

APPROVAL & ACCEPTANCE


HOTEL OUTSOURCE SERVICES, INC               ARIEL ALMOG


/s/ Jacob Ronnel     April 1, 2002          /s/ Ariel Almog     April 1, 2002
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By                        Date              Ariel Almog              Date