LETTER OF AGREEMENT
LONG TERM ASSIGNMENT

April 1, 2002

Jacob (Jacky) Ronnel
Hotel Outsource Services, Inc.
One Embarcadero Center, Suite 500
San Francisco, CA 94111

Dear Jacky,

We have the  pleasure  of  confirming  your  assignment  as the Chief  Executive
Officer  (C.E.O.) of Hotel Outsource  Services,  Inc (HOS).  The assignment will
commence on April 2002. The  assignment  will last  approximately  three to five
years.  This time frame may be adjusted,  if necessary,  in accordance with your
and HOS needs. Although HOS's business is in the USA, at this point there are no
plans for your relocation.. You will be traveling to HOS in the USA as needed.

Your job title  will be Chief  Executive  Officer.  In this  capacity,  you will
report to the Board of Directors of HOS.


COMPENSATION AND BENEFITS

Compensation
As you are not relocating, or until such time, you will not be on HOS's payroll,
instead you will be issuing Invoices for your services to HOS. As of April 2002,
on a  monthly  basis,  you will be  issuing  an  Invoice  to HOS for  Management
Services.  Your base yearly compensation will be $80,000 per year, or $6,667 per
month (plus VAT if applies). However, due to the fact that HOS is a start-up and
has a limited budget at this stage,  following your consent,  your basic monthly
compensation  will be 50%,  or $3,333  per month  (plus  VAT if  applies),  till
December 31, 2002.  From January 2003, your basic monthly  compensation  will be
$6,667 per month.  After that, it is understood  that the decisions with regards
to timing and amount of  increases  are  exclusively  taken by HOS.  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).


Social Benefits:
As you are not  relocating,  or until such  time,  you will not be  entitled  to
social benefits.

ON-GOING ALLOWANCES AND REIMBURSEMENTS
You will be  entitled to certain  allowances  or  reimbursements  to cover costs
incurred as a result of your assignment.


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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.  Termination  at
Will:  A notice  of 90 days  should  be given to the  company.  You will also be
entitled to a one month salary.

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.


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            JACOB RONNEL


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