<PAGE>

EXHIBIT 10.3

 STOCK PURCHASE AGREEMENT

     This  Purchase Agreement (this "Agreement") is made as of ____________ ___,
2001  by and between HOTEL OUTSOURCE SERVICES, INC., a Delaware corporation (the
"Company"),  BARTECH  MEDITERRANEAN LTD., a corporation organized under the laws
of  Israel  ("BarMedit"),  HILA  INTERNATIONAL  CORP.,  a  Delaware  corporation
("BarMedit Sub") and BARTECH SYSTEMS INTERNATIONAL, INC., a Delaware corporation
("Bartech").

                                    ARTICLE I

                      AUTHORIZATION AND SALE OF SECURITIES
..1     Authorization.

     Before the Closing (as hereinafter defined), the Company will authorize the
sale  and  issuance  to  Bartech of an aggregate of 300 shares (the "Shares") of
common  stock,  par  value  $.01  per  share  (the  "Common  Stock").

..2     Sale  of  Shares.

     Subject  to  the  terms  and  conditions of this Agreement, at the Closing,
Bartech  agrees to purchase, and the Company agrees to sell and issue to Bartech
the  Shares  for an aggregate purchase price of $150,000 (the "Purchase Price").

                                   ARTICLE II

CLOSING  DATES,  DELIVERY

..1     Closing  Date;  Location.

     The  closing  of the purchase by Bartech and the sale by the Company of the
Shares  under  this  Agreement  shall be held at the offices of Mintz Levin Cohn
Ferris Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue, New York, New
York  10017  at  10:00 a.m. on the date of this Agreement (the "Closing"), or at
such time and place upon which the parties hereto shall mutually agree. The date
of  the  Closing  is  hereinafter  referred  to  as  the  "Closing  Date."

..2     Closing  Deliveries.

     At  the  Closing,  (a)  the  Company  will deliver to Bartech a certificate
registered in Bartech's name, representing the Shares, (b) Bartech shall pay the
Purchase  Price,  and (c) the Company and the other parties hereto shall execute
and  deliver to each other, or cause to be executed and delivered to each other,
as  applicable,  (i) a Stockholders' Agreement, by and among the Company and the
other parties hereto, substantially in the form annexed hereto as Exhibit A (the
"Stockholders' Agreement"), (ii) an Option Agreement, by and between the Company
and  Bartech, substantially in the form annexed hereto as Exhibit B (the "Option
Agreement"),  (iii)  an  Option Agreement, by and between BarMedit, BarMedit Sub

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and  Bartech,  substantially  in  the  form  annexed  hereto  as  Exhibit C (the
"Purchase  Option  Agreement"),  and  (iv)  such other documents and instruments
required  to  be  executed  and  delivered  in  connection  herewith.

                                  ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The  Company,  BarMedit  and  BarMedit  Sub,  jointly and severally, hereby
represent  and  warrant  to  Bartech  as  follows:

..1     Corporate  Organization.

     The  Company  is  a  corporation duly incorporated, validly existing and in
good  standing under the laws of its jurisdiction of incorporation.  The Company
is  a  newly  formed entity and, except as contemplated by this Agreement and/or
the  Transaction  Documents (as hereinafter defined), (i) has not engaged in any
business  activities  of  any  type  of  kind  whatsoever, (ii) does not own any
properties  or  assets  other  than  $350,000  received  from  BarMedit  Sub  in
connection  with  the subscription for 700 shares of the Company's Common Stock,
(iii)  has  not employed or retained the services of any person other than Jacob
Ronnel  and  Ariel  Almog,  and (iv) is not a party to or bound by any contract,
commitment,  agreement  or understanding (whether written or oral) other than as
relating to the Company's installation of minibars in the Hyatt Regency Hotel in
San  Francisco,  California.

..2     Authorization.

     The  Company  has  full  power  and  authority  (i) to execute, deliver and
perform  this  Agreement  and  all  other  documents, instruments and agreements
required  to  be  executed, delivered and performed by it in connection with the
transactions  contemplated by this Agreement, including, without limitation, the
Stockholders'  Agreement,  the  Option  Agreement,  and  the  Purchase  Option
(collectively,  the "Transaction Documents"), and (ii) to issue the Shares.  All
action  on  the  part  of  the Company, its officers, directors and stockholders
necessary  for  the  authorization,  execution,  delivery and performance by the
Company  of  all  its  obligations  under  the Transaction Documents and for the
issuance  of  the  Shares  has been taken or will be taken prior to the Closing.
Each  of  the  Transaction Documents, when executed and delivered by the Company
and  the  other  parties  thereto  will  constitute  legally  binding  and valid
obligations  of  the  Company,  enforceable  in accordance with their respective
terms,  except  as  such  enforcement  may  be limited by applicable bankruptcy,
moratorium,  creditors'  rights  and  other  similar  laws.

..3     Capitalization.

(a)          Immediately  prior  to the Closing, the authorized capital stock of
the  Company  shall  consist  of  a  total  of  3,000  shares  of  Common Stock.
Immediately  prior  to  the  Closing  there  will  be  no shares of Common Stock
outstanding  except  for  700  shares  of  Common  Stock issued to BarMedit Sub.
Except  as  provided  in the Transaction Documents, (i) there are no outstanding
warrants,  options,  conversion  or  exchange  privileges, preemptive rights, or

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other  rights  or  agreements  to  purchase  or  otherwise  acquire or issue any
securities  of  the  Company,  and  (ii)  there is no agreement or understanding
between  any  persons and/or entities, which affects or relates to the voting or
giving  of  written  consents  with respect to any security or any instrument or
security  exercisable  or  exchangeable for, or convertible into any security of
the  Company.

..4     Subsidiaries.

(a)          The Company does not own, directly or indirectly, any capital stock
or  other  equity  securities  of  any  other  corporation, partnership, limited
liability  company,  association  or other business entity. The Company is not a
participant  in  any  joint  venture,  partnership  or  similar  arrangement.

..5     Validity  of  Shares.

     The  Shares,  when  issued, sold and delivered in accordance with the terms
and for the consideration expressed in this Agreement, shall be duly and validly
issued  (including,  without  limitation,  issued  in compliance with applicable
federal  and state securities laws, assuming the accuracy of the representations
and  warranties  of  Bartech set forth herein), and free and clear of all liens,
encumbrances  and  restrictions on transfer of every kind and nature whatsoever,
other  than  restrictions  on transfer imposed on Bartech under applicable state
and  federal  securities laws and the Transaction Documents.  The issuance, sale
and  delivery  of  the  Shares  is not subject to any preemptive right, right of
first  refusal  or  other  similar  right  in  favor  of  any  person.

..6     No  Conflict  with  Other  Instruments.

     The  execution,  delivery and performance by the Company of the Transaction
Documents and the consummation of the transactions contemplated thereby will not
result  in  any violation of, conflict with, result in a breach of, constitute a
default  under,  result in the acceleration of, create in any party the right to
accelerate,  terminate,  modify  or cancel, or require any notice under, with or
without  the passage of time or the giving of notice, or both, (i) any provision
of  the Company's Certificate of Incorporation or By-laws (each as may have been
amended,  supplemented  or  restated); (ii) any provision of any judgment, writ,
injunction,  decree  or order to which the Company is a party; or (iii) any law,
statute,  rule  or  regulation  applicable  to  the  Company.

..7     Governmental  Consents.

     No  consent,  approval,  order  or  authorization  of,  or  registration,
qualification,  designation,  declaration  or filing with, any federal, state or
local  governmental  authority  on  the  part  of  the  Company  is  required in
connection  with  (i) the execution, delivery and performance of the Transaction
Documents,  and  (ii)  the issuance, sale and delivery of the Shares, except for
such  filings  required pursuant to applicable federal and state securities laws
and blue sky laws, which filings, if any, will be effected by the Company within
the  required  statutory  period.

..8     No  Defaults  or  Violations.

     The  Company  is  not in violation of, in conflict with, in breach of or in
default under any term or provision of, and no right of any party to accelerate,
terminate,  modify  or cancel has come into existence under, (i) its Certificate
of  Incorporation  or  By-laws  (each  as may have been amended, supplemented or
restated), (ii) any provision of any judgment, writ, injunction, decree or order
to  which  the Company is a party; or (iii) any law, statute, rule or regulation
applicable  to  the  Company.

..9     Private  Offering.

     Subject to the truth and accuracy of Bartech's representations set forth in
Article  IV  of  this  Agreement, the offer, sale and issuance of the Shares, as
contemplated  by  this  Agreement  will  be  made  in  reliance  on  one or more
exemptions  from the registration requirements of the Securities Act of 1933, as
amended  (the  "Securities  Act"),  and  the  qualification  or  registration
requirements  of  applicable  blue  sky  laws.

..10     Litigation.

     There  is  no  action, suit, proceeding or investigation pending or, to the
best  knowledge  of the Company, BarMedit and BarMedit Sub, currently threatened
against  the Company that questions the validity of the Transaction Documents or
the  right  of the Company to enter into any of such agreements or to consummate
the  transactions  contemplated  hereby  and thereby.  There is no action, suit,
proceeding  or  investigation  pending or, to the best knowledge of the Company,
BarMedit  and BarMedit Sub, currently threatened against the Company, before any
court  or  by  or  before  any  governmental  body  or  any arbitration board or
tribunal,  nor  is there any judgment, decree, injunction or order of any court,
governmental  department,  commission,  agency,  instrumentality  or  arbitrator
against the Company.  The Company is not a party or subject to the provisions of
any  order,  writ,  injunction,  judgment  or  decree of any court or government
agency or instrumentality. There is no action, suit, proceeding or investigation
by  the  Company  currently  pending  or  which the Company intends to initiate.

..11     Brokers'  Fees  and  Commissions.

     Neither  the  Company  nor  any  of  its  officers,  directors,  employees,
stockholders,  agents  or  representatives  has  employed any investment banker,
broker,  or  finder  in  connection  with  the  transactions contemplated by the
Transaction  Documents.

..12     Full  Disclosure.

     The  Company  has  fully  provided  or  made  available  to Bartech all the
information  that  Bartech  has  requested  for deciding whether to purchase the
Shares and all information which the Company believes is reasonably necessary to
enable  Bartech to make such decision. The information so provided to Bartech by
the Company does not contain any untrue statement of a material fact or omit any
material  fact  necessary  to make the statements contained therein or herein in
view  of  the  circumstances  under  which  they  were  made  not  misleading.

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                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF BARTECH

     Bartech  hereby  represents and warrants to the Company with respect to the
purchase  of  the  Shares  by  it  as  of the date of this Agreement as follows:

..1     Experience.

     Bartech  has  such knowledge and experience in financial, tax, and business
matters  so  as  to  enable  Bartech  to  evaluate  the  risks  and merits of an
investment  in  the  Common  Stock.

..2     Investment.

     Bartech  is  acquiring the Shares for investment for Bartech's own account,
not as a nominee or agent, and not with the view to, or for resale in connection
with,  any  distribution thereof, nor with any present intention of distributing
or  selling  such  Shares.  Bartech  is aware of the limits on resale imposed by
virtue  of  the transaction contemplated by this Agreement and is aware that the
certificates  representing  the  Shares  will  bear  restricted  legends.

..3     No  Public  Market.

     Bartech  understands  that  no  public  market  now  exists  for any of the
securities  issued  by  the Company and that there is no assurance that a public
market  will  ever  exist  for  the  Shares.

..4     Risk  of  Loss.

     Bartech  is  financially able to bear the economic risk of an investment in
the  Shares, including a total loss of investment. Bartech has adequate means of
providing  for its current needs and has no need for liquidity in its investment
in  the  Company  and  has  no  reason  to anticipate any material change in its
financial  condition in the foreseeable future. Bartech understands that neither
the  U.S. Securities and Exchange Commission nor any other U.S. federal or state
agency  has  reviewed the proposed offering of the Shares or made any finding or
determination of fairness of the offering of the Shares or any recommendation or
endorsement  of  such  investment.

..5     No  Advertising.

     Bartech acknowledges that it has not received any information regarding the
offering  of  the Shares or any invitation to attend any seminar or meeting held
by  the  Company,  through  any  advertisement,  article,  notice  or  other
communication published in any newspaper, magazine or similar media or broadcast
over  television  or  radio.

..6     Governmental  Consents.

     No  consent,  approval,  order  or  authorization  of,  or  registration,
qualification,  designation,  declaration  or filing with, any federal, state or
local  governmental  authority  on the part of Bartech is required in connection

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with  (i)  the execution, delivery and performance of the Transaction Documents,
(ii)  the  purchase  of the Shares, and (iii) the consummation by Bartech of the
transactions  contemplated  by  the  Transaction  Documents.

..7     Broker's  Fees  and  Commissions.

     Neither  Bartech  nor  any  of  Bartech's  officers,  directors, employees,
stockholders,  agents  or  representatives  has  employed any investment banker,
broker,  or  finder  in  connection  with  the  transactions contemplated by the
Transaction  Documents.

                                    ARTICLE V

                      CONDITIONS TO CLOSING OF THE COMPANY

     The  Company's obligation to issue the Shares to Bartech at the Closing is,
at  the  option  of  the Company, subject to the fulfillment or waiver as of the
Closing  Date  of  the  following  conditions:

..1     Correct  Representations  and  Warranties.

     The  representations  and warranties made by Bartech in Article IV shall be
true  and  correct  in  all  material  respects when made, and shall be true and
correct  in  all  material  respects on the Closing Date with the same force and
effect  as  if  they  had  been  made  on  and  as  of  said  date.

..2     Covenants.

     All  covenants, agreements and conditions contained in this Agreement to be
performed  by  Bartech on or prior to the Closing Date shall have been performed
or  complied  with  in  all  material  respects.

..3     Delivery  of  Purchase  Price.

     The  Company shall receive, by wire transfer of immediately available funds
to  an account designated in writing by the Company at least three business days
prior  to  the  Closing Date, or by bank or certified check, the Purchase Price.

                                   ARTICLE VI

                        CONDITIONS TO CLOSING OF BARTECH

     Bartech's  obligation  to  purchase  the  Shares  at the Closing is, at the
option  of  Bartech, subject to the fulfillment or waiver as of the Closing Date
of  the  following  conditions:
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..1     Correct  Representations  and  Warranties.

     The representations and warranties made by the Company in Article III shall
be  true  and  correct in all material respects when made, and shall be true and
correct  in  all  material  respects on the Closing Date with the same force and
effect  as  if  they  had  been  made  on  and  as  of  said  date.

..2     Covenants.

     All  covenants, agreements and conditions contained in this Agreement to be
performed  by  the  Company  on  or  prior  to  the Closing Date shall have been
performed  or  complied  with  in  all  material  respects.

..3     Compliance  Certificate.

     If  the  Closing  Date is not the date of this Agreement, the Company shall
have delivered to Bartech a certificate of the Company, executed by an executive
officer of Bartech, dated the Closing Date, and certifying to the fulfillment of
the  conditions  specified  in  Sections  6.1  and  6.2  of  this  Agreement.

..4     Share  Certificates.

     The  Company  shall  have  executed  and  delivered  to Bartech one or more
certificates  representing  the  Shares,  registered  in  the  name  of Bartech.

..5     Debt  Financing.

     The  Company  shall obtain, through the efforts of BarMedit and/or BarMedit
Sub,  a  credit line or loan in an amount at least equal to 50% of the estimated
costs  of  installing  minibars  in  the  Hyatt  Regency Hotel in San Francisco,
California.  Such  credit  line  or  loan shall be made by a lender and on terms
both  reasonably satisfactory to Bartech and shall either be closed prior to the
Closing  or shall be evidenced by a commitment letter reasonably satisfactory to
Bartech.

                                  ARTICLE VII

                                INDEMNIFICATION

..1     Indemnification  Obligations  of  the Company, BarMedit and BarMedit Sub.

     Each  of  the  Company,  BarMedit  and BarMedit Sub, jointly and severally,
agrees to and will indemnify, defend and hold Bartech (including for purposes of
this  Article  VII,  each  officer,  director,  employee, stockholder, agent and
representative  of  Bartech)  harmless  from  and  against  all demands, claims,
actions  or  causes  of action, assessments, losses, damages, liabilities, costs
and  expenses, including, without limitation, interest, penalties and reasonable
attorneys'  fees  and  expenses  (hereinafter  collectively  referred  to  as
"Damages"),  imposed  upon or incurred by Bartech by reason of or resulting from
or  arising  out  of  a  breach  of  any  representation,  warranty, covenant or
agreement  of  them  contained  in  any  Transaction  Document.

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..2     Notification  of  Claims.

     Any party entitled to indemnification pursuant to Section 7.1 hereof (each,
an "Indemnified Party") shall (i) provide the Company, BarMedit and BarMedit Sub
with  prompt  notice  of  all  third  party actions, suits, proceedings, claims,
demands or assessments subject to the indemnification provisions of this Article
VII  (collectively,  "Third  Party  Claims")  brought  at any time following the
Closing  Date,  and  (ii)  provide  the  Company, BarMedit and BarMedit Sub with
notice  of  all  other  claims  or  demands  for indemnification pursuant to the
provisions  of  this Article VII; provided, however, that the failure to provide
timely  notice  shall not affect the indemnification obligations of the Company,
BarMedit  or  BarMedit  Sub except to the extent they shall have been materially
prejudiced  as a result of such failure. In the case of a Third Party Claim, the
Indemnified Party shall make available to the Company, BarMedit and BarMedit Sub
all  relevant  information  material  to  the defense of such claim. The Company
shall  have  the  right  to  control  the defense of all Third Party Claims with
counsel  reasonably  acceptable  to  the  Indemnified  Party,  subject  to  the
Indemnified  Party's  right  to  participate  in the defense; provided, that the
Indemnified Party may control such defense at the Company's expense in the event
(i)  of  a  failure by the Company to assume control of the defense of any Third
Party  Claim  within five days after the Company is notified of such Third Party
Claim,  (ii)  that  the defense of the Indemnified Party by the Company would be
inappropriate  due  to  actual  or  potential conflicts of interest between such
Indemnified  Party  and  any  other  party  represented  by such counsel in such
proceeding,  or  (c)  the  actual or potential defendants in, or targets of, any
such  action  include  both  the  Indemnified  Party  and  the  Company, and the
Indemnified  Party  reasonably  determines  that  there  may  be  legal defenses
available  to  such Indemnified Party which are different from or in addition to
those  available to the Company.  Notwithstanding any assumption of such defense
and  without  limiting  the  indemnification obligations provided for under this
Article  VII,  the  Indemnified  Party  shall have the right to elect to join or
participate  in the defense of any Third Party Claim (at its sole expense if the
Company  is  permitted  to  assume  and  continue control of the defense and has
elected  to  do  so  and  otherwise at the expense of the Company), and no claim
shall  be  settled  or compromised without the consent of the Indemnified Party,
which  consent  shall  not  be  unreasonably  withheld  or  delayed.

                                  ARTICLE VIII

                                  MISCELLANEOUS

..1     Governing  Law;  Jurisdiction.

     This  Agreement  shall be governed in all respects by the laws of the State
of  New  York without giving effect to the conflicts of laws principles thereof.
All  suits,  actions  or proceedings arising out of, or in connection with, this
Agreement or the transactions contemplated by this Agreement shall be brought in
any  court  of competent subject matter jurisdiction sitting in New York County,
New  York.  Each  of  the  parties  hereto  by  execution  and  delivery of this
Agreement,  expressly  and irrevocably (i) consents and submits to the exclusive
personal  jurisdiction of any such courts in any such action or proceeding; (ii)
consents  to  the  service  of  any  complaint, summons, notice or other process
relating  to  any such action or proceeding by delivery thereof to such party as
set  forth  in  Section 8.5 hereof; and (iii) waives any claim or defense in any

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such  action  or  proceeding based on any alleged lack of personal jurisdiction,
improper  venue,  forum  non  conveniens  or  any  similar  basis.

..2     Survival.

     The  representations,  warranties,  covenants  and  agreements made in this
Agreement  shall  survive  the  Closing  indefinitely until, by their respective
terms,  they  are  not  longer  operative and shall in no way be affected by any
investigation  of  the  subject  matter  hereof made by or on behalf of Bartech.

..3     Successors  and  Assigns.

     The  provisions  of  this  Agreement  shall inure to the benefit of, and be
binding  upon,  the  permitted  successors  and  assigns  of the parties to this
Agreement,  except that none of the Company, BarMedit or BarMedit Sub may assign
this  Agreement  without  the  written  consent  of  Bartech.

..4     Entire  Agreement;  Amendment.

     This Agreement and the other documents delivered pursuant to this Agreement
at  the  Closing  constitute  the  full  and  entire understanding and agreement
between  the  parties  with  regard to the subject matter hereof and thereof and
supersede  all  prior  agreements and merge all prior discussions, negotiations,
proposals  and  offers  (written  or  oral)  between them, and no party shall be
liable  or  bound  to  any  other  party  in  any manner by any representations,
warranties,  covenants  or agreements except as specifically set forth herein or
therein.  Except as expressly provided in this Agreement, neither this Agreement
nor  any term hereof may be amended, waived, discharged or terminated other than
by a written instrument signed by the party against whom enforcement of any such
amendment,  waiver,  discharge  or  termination  is  sought.

..5     Notices,  etc.

     All  notices  and  other  communications  required  or permitted under this
Agreement  shall  be  sent  by  registered  or  certified mail, postage prepaid,
overnight  courier,  confirmed  telex  or  facsimile  transmission  or otherwise
delivered  by  hand  or by messenger, addressed to the parties as follows (or at
such  other  address as any such party shall have furnished to the other parties
hereto  in  writing):

       If  to  the  Company:                 With  a  Copy  to:

       Hotel  Outsource  Services,  Inc.     ________________________________
       40  Wall  Street,  Suite  33A         ________________________________
       New  York,  New  York  10005          ________________________________
       Attention:  Jacob  Ronnel             Attention:______________________
       Facsimile:  011-9723-516-8577         Facsimile:______________________

       If  to  BarMedit:                     With  a  Copy  to:

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      Bartech  Mediterranean  Ltd.
      Trade  Tower  Building
      Hamered  25
      Tel-Aviv  61500                        ________________________________
      Israel                                 ________________________________
      Attention:  Jacob  Ronnel              ________________________________
      Facsimile:  011-9723-516-8577          Attention:______________________
                                             Facsimile:______________________

       If  to  BarMedit:                     With  a  Copy  to:

      Hila  International  Corp.             ________________________________
      63  Wall  Street,  Suite  1801         ________________________________
      New  York,  New  York  10005           ________________________________
      Attention:  Jacob  Ronnel              Attention:______________________
      Facsimile:  011-9723-516-8577          Facsimile:______________________

       If  to  BarMedit:                     With  a  Copy  to:

       Bartech  Systems  International, Inc. Mintz Levin Cohn Ferris Glovsky
       251  Najoles  Road,  Suite A          and Popeo
       Millersville,  Maryland  21108        P.C.666  Third  Avenue
       Attention:  Daniel  Cohen             New  York,  New  York  10017
       Facsimile:  (410)  729-7723           Attention: Kenneth R. Koch, Esq.
                                             Facsimile:  (212)  983-3115

Each such notice or other communication shall for all purposes of this Agreement
be  treated  as  effective  or having been given (i) when delivered if delivered
personally,  (ii) if sent by registered or certified mail, at the earlier of its
receipt  or  three  business  days  after registration or certification thereof,
(iii)  if sent by overnight courier, on the next business day after the same has
been  deposited  with a nationally recognized courier service, or (iv) when sent
by  confirmed  telex  or  facsimile, on the day sent (if a business day) if sent
during  normal  business  hours  of  the recipient, and if not, then on the next
business  day.

..6     Delays  or  Omissions.

     Except  as  expressly  provided  in this Agreement, no delay or omission to
exercise any right, power or remedy accruing to the Company or any other parties
hereto  or their respective successors or assigns, upon any breach or default by
another  party hereto under this Agreement shall impair any such right, power or
remedy  of  the  Company  or  such other party or their respective successors or
assigns,  as  the  case  may be, nor shall it be construed to be a waiver of any
such  breach  or  default,  or  an  acquiescence  therein,  or of a waiver of or
acquiescence  in  any  similar breach or default thereafter occurring; nor shall
any  waiver  of  any  single  breach  or default be deemed a waiver of any other
breach  or  default theretofore or thereafter occurring; provided, however, that
this  Section  8.6  shall  not be interpreted to extend the date or time for any
right,  privilege  or  option  beyond that expressly set forth elsewhere in this
Agreement.  Any  waiver, permit, consent or approval of any kind or character on
the  part  of  any  holder of any breach or default under this Agreement, or any
waiver  on  the  part  of  any  holder  of  any provisions or conditions of this

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Agreement,  must  be  in  writing  and  shall  be  effective  only to the extent
specifically  set  forth  in  such  writing.  All  remedies,  either  under this
Agreement  or by law or otherwise afforded to any holder shall be cumulative and
not  alternative.

..7     Counterparts.

     This Agreement may be executed in any number of counterparts, each of which
shall  be  enforceable against the parties actually executing such counterparts,
and all of which together shall constitute one instrument. This Agreement may be
delivered  by  facsimile,  and facsimile signatures shall be treated as original
signatures  for  all  applicable  purposes.

..8     Severability.

     In the event that any provision of this Agreement becomes or is declared by
a  court  of  competent  jurisdiction to be illegal, unenforceable or void, this
Agreement  shall  continue  in  full  force  and  effect without said provision;
provided  that  no such severability shall be effective if it materially changes
the  economic  benefit  of  this  Agreement  to  any  party.

..9     Titles  and  Subtitles.

     The  titles  and  subtitles used in this Agreement are used for convenience
only  and  are  not  considered  in  construing  or interpreting this Agreement.

..10     Knowledge.

     The  term  "knowledge," when used in this Agreement, means actual knowledge
after  reasonable  investigation.  For  purposes of this definition, "reasonable
investigation"  shall  include  inquiry  of  the  directors  and officers of the
Company  and,  for  each  of  the  representations  and  warranties qualified by
"knowledge,"  the employees of the Company responsible for the matters described
in  such  representation  and  warranty.

..11     No  Third  Party  Beneficiaries.

     This  Agreement  shall  not  confer  any rights or remedies upon any person
other  than  the  parties hereto, their permitted successors and assigns, and as
expressly  provided  for  in  Article  VII  of  this  Agreement.

..12     Confidentiality  of  Agreement, Press Releases and Public Announcements.

     Except  as  set  forth  below,  the  parties  shall,  and shall cause their
officers,  directors,  employees,  stockholders,  agents  and representatives to
treat  and hold as confidential the existence and terms of this Agreement at all
times.  No  party  shall issue any press release or make any public announcement
relating  to  the  subject  matter  of  this Agreement without the prior written
approval  of  the  other parties; provided, however, that any party may make any
public  or  other disclosure it believes in good faith is required by applicable
law  (including  applicable securities laws) or any listing or trading agreement
concerning its publicly-traded securities to make such disclosure (in which case

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the disclosing party will use its reasonable efforts to advise the other parties
in  writing  prior  to  making  the  disclosure).

..13     Construction.

     The  parties  have  participated jointly in the negotiation and drafting of
this  Agreement.  In  the  event  an  ambiguity  or  question  of  intent  or
interpretation  arises,  this Agreement shall be construed as if drafted jointly
by  the  parties  and  no presumption or burden of proof shall arise favoring or
disfavoring  any  party  by virtue of the authorship of any of the provisions of
this Agreement. Any reference to any federal, state, local or foreign statute or
law  shall  be  deemed  also  to  refer to all rules and regulations promulgated
thereunder and any applicable common law, unless the context requires otherwise.
The  word  "including" shall mean including without limitation and is used in an
illustrative sense rather than a limiting sense. Terms used with initial capital
letters  will  have  the  meanings  specified, applicable to singular and plural
forms,  for  all  purposes  of  this  Agreement. Reference to any gender will be
deemed  to  include  all  genders  and  the  neutral  form.

..14     Incorporation  of  Exhibits,  Annexes  and  Schedules.

     The  Exhibits,  Annexes and Schedules, if any, identified in this Agreement
are  incorporated  herein  by  reference  and  made  a  part  hereof.

..15     Further  Assurances.

(a)          The  parties  agree  (a) to furnish upon request to each other such
further  information,  (b)  to  execute  and  deliver  to  each other such other
documents, and (c) to do such other acts and things, all as they other party may
reasonable  request for the purpose of carrying out the intent of this Agreement
and  the  documents  referred  to  in  this  Agreement.

                        (b)     {Signature Page Follows.}
(c)

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     The  foregoing  STOCK  PURCHASE AGREEMENT is hereby executed as of the date
first  above  written.

                         HOTEL  OUTSOURCE  SERVICES,  INC.

                                /s/ Jacob Ronnel and Ariel Almog
                         By:_____________________________
                              Name: Jacob Ronnel and Ariel Almog
                              Title:   CEO               COO



                         BARTECH  MEDITERRANEAN  LTD.

                             /s/ Jacob Ronnel and Ariel Almog
                         By:_____________________________
                              Name:  Jacob Ronnel and Ariel Almog
                              Title: Director        General Manager



                         HILA  INTERNATIONAL  CORP.

                            /s/  Jacob Ronnel and Ariel Almog
                         By:_____________________________
                              Name:  Jacob Ronnel and Ariel Almog
                              Title: Director        General Manager



                         BARTECH  SYSTEMS  INTERNATIONAL,  INC.

                             /s/ Daniel Cohen
                         By:_____________________________
                              Name: Daniel Cohen
                              Title: President and CEO

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