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EXHIBIT 10.4

                         HOTEL OUTSOURCE SERVICES, INC.

                             STOCKHOLDERS' AGREEMENT

     AGREEMENT,  dated  as  of _______ __, 2001, among HOTEL OUTSOURCE SERVICES,
INC.,  a  Delaware  corporation  (the  "Company"),  HILA  INTERNATIONAL CORP., a
Delaware  corporation  ("BarMedit  Sub"), BARTECH SYSTEMS INTERNATIONAL, INC., a
Delaware  corporation  ("Bartech")  and  the  Persons  who  may hereafter become
stockholders of the Company and who execute this Agreement and agree to be bound
by  the  terms  and conditions hereof (each such Person and each of BarMedit Sub
and Bartech being referred to herein as a "Stockholder," and collectively as the
"Stockholders").

                              W I T N E S S E T H:

     WHEREAS, each of the Stockholders beneficially owns the number and class of
shares  of  the  Company's  common  stock, par value $.01 per share (the "Common
Stock"),  set  forth  opposite  such Stockholders' name on Schedule A hereto (as
such  Schedule  may  be  amended  from  time  to  time);  and

     WHEREAS,  the  parties  hereto desire to express their agreement regarding,
among other matters, the capitalization, ownership and governance of the Company
and  the  procedures relating to the sale or disposition of shares of the Common
Stock, all in the manner and upon the terms and conditions hereinafter provided;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
herein  contained and for other good and valuable consideration, the receipt and
sufficiency  of  which are hereby acknowledged, the Company and the Stockholders
hereby  agree  as  follows:

                                    ARTICLE 1

                              DEFINITIONS AND USAGE
..1     Definitions.  Capitalized  terms  used  herein  and not otherwise defined
shall  have  the  following  meanings:

     "Affiliate"  shall  mean  as  to  any  specified  Person,  any other Person
directly  or indirectly controlling, controlled by or under common control with,
such  specified  Person.  For  purposes  of  this definition, the term "control"
means  the  possession,  directly or indirectly, of the power to direct or cause
the  direction  of  the  management, policies or activities of a Person, whether
through  the  ownership  of  voting  securities,  by  contract  or  otherwise.

     "Agreement" this Stockholders' Agreement, as it may be amended from time to
time.

"BarMedit" shall mean Bartech Mediterranean, Ltd., a corporation organized under
the  laws  of  Israel,  and  the  parent  corporation  of  BarMedit  Sub.

"BarMedit  Sub"  shall mean Hila International Corp., a Delaware corporation and
the  wholly-owned  subsidiary  of  BarMedit.

"Bartech"  has  the  meaning  set  forth  in  the  Preamble  hereto.

"Bartech  Minibars"  shall  mean  minibars which are licensed, rented or sold to
hotels  by  Bartech.

"Board"  shall  mean  the  Company's  Board  of  Directors.

"Contribution"  shall mean any consideration contributed to the Company by or on
behalf  of a Stockholder, including all capital contributions made or to be made
pursuant  to  Article  5 hereof, in respect of Shares or other securities of the
Company.

"Common  Stock"  shall  have  the  meaning  set  forth  in  the recitals hereto.

"Common  Stock  Equivalents"  shall  mean  securities,  directly  or indirectly,
convertible  into,  or  exchangeable or exercisable for, shares of Common Stock,
including the Option Agreement, dated as of the date hereof, between the Company
and Bartech (the "Option") if such Option is then exercisable, but not including
the  Purchase  Option  Agreement,  dated as of as of the date hereof,, among the
Company,  Bartech,  BarMedit  and  BarMedit  Sub  (the  "Purchase  Option").

"Company"  shall  mean  Hotel  Outsource Services, Inc., a Delaware corporation.

"Event  of  Bankruptcy"  shall mean, with respect to any Stockholder, any of the
following:  (a)  filing a voluntary petition in bankruptcy or for reorganization
or for the adoption of an arrangement or an admission seeking the relief therein
provided  under  any  existing  or  future  law  of any jurisdiction relating to
bankruptcy,  insolvency,  reorganization  or  relief  of  debtors;  (b) making a
general  assignment  for  the  benefit  of  creditors;  (c)  consenting  to  the
appointment  of  a  receiver  for  all  or  a  substantial part of such person's
property;  (d)  in  the  case  of  the  filing  of  an  involuntary  petition in
bankruptcy,  an  entry  of  an  order  of relief; (e) the entry of a court order
appointing  a  receiver  or  trustee  for  all  or  a  substantial  part of such
Stockholder's  property without its consent; or (f) the assumption of custody or
sequestration  by  a court of competent jurisdiction of all or substantially all
of  such  Stockholder's  property.

"GAAP"  shall  mean  generally  accepted  accounting principles set forth in the
opinions  and pronouncements of the Accounting Principles Board and the American
Institute  of  Certified Public Accountants and statements and pronouncements of
the  Financial Accounting Standards Board (or agencies with similar functions or
comparable  stature  and authority within the accounting profession), or in such
other statements by such entity as may be in general use by significant segments
of  the  U.S.  accounting  profession.

     "Indebtedness"  shall  mean:  (i)  any  liability  for  borrowed money, (x)
evidenced  by  a  note,  debenture,  bond  or  other instrument of indebtedness,
including  any  given  in connection with the acquisition of property, assets or
securities,  or  (y)  for  the  payment  of  rent  or  other amounts relating to
capitalized  lease  obligations,  (ii)  any  liability  of  others of the nature
described  in  clause (i) which the Company has guaranteed or which is otherwise
its  legal liability, or (iii) any modification, renewal, extension, replacement
or  refunding  of  any  such  liability  described  in  clause  (i)  or  (ii).
     "Initial  Project"  shall  mean the installation of Bartech Minibars in the
Hyatt  Regency  Hotel  in  San  Francisco,  California.

"Liens"  shall  mean  any  mortgage,  lien, pledge, charge, security interest or
encumbrance  of  any  kind.

"Minibar  Threshold"  shall  mean  the  installation  of  at least 5,000 Bartech
Minibars  in  United States hotels in connection with Outsourcing to be provided
by  the  Company.

"Outsourcing"  shall  mean  those  outsourcing  services  provided,  directly or
indirectly,  by  the  Company  to  hotels and shall include (i) purchasing food,
beverages  and  other  items  for storage in and sale from Bartech Minibars, and
(ii) stocking, restocking, maintaining and otherwise servicing Bartech Minibars.
"Percentage  Interest"  shall mean the percentage that the number of Shares held
by  any  Stockholder  bears  to  the  total  number  of Shares then outstanding.

     "Person" shall mean any individual, and any corporation, partnership, joint
venture,  association,  limited  liability  company,  trust,  unincorporated
organization  or  other  entity.

     "Proportionate  Share"  shall  mean  that  number  of  Shares determined by
multiplying  the  number of Shares of capital stock subject to purchase or sale,
by  a  fraction,  the numerator of which shall be the number of Shares of Common
Stock owned by the Stockholder whose Proportionate Share is being determined and
the denominator of which shall be the aggregate number of Shares of Common Stock
owned  by  all  Stockholders  entitled  to  and  electing  to participate in the
purchase  or sale of such Shares, assuming, for purposes of the calculation, the
conversion  and  exchange  of  all  Common  Stock  Equivalents.

"Securities  Act"  shall  mean  the  Securities Act of 1933, as amended, and the
rules  and  regulations  promulgated  thereunder.

"Shares"  shall mean and include all shares of Common Stock and any other shares
of  capital  stock  entitled  to  vote as a class with the Common Stock, if any,
owned  by  the  Stockholders,  respectively,  including any securities issued or
distributed  in  respect  of,  or  issued  in exchange or substitution for, such
shares,  whether  presently  held  or hereafter acquired and whether or not such
shares  are  listed  on  Schedule  A  hereto.

"Stockholder"  shall  have  the  meaning  set  forth  in  the  Preamble  to this
Agreement.

"Trade  Secrets"  shall  mean,  with  respect  to  any  Person,  any proprietary
information,  formula,  patent,  device  or  compilation  used  in such Person's
business,  in any form or medium whatsoever, that is treated as confidential and
is  generally  not  known  by  the  public,  including,  without  limitation,
confidential  methods  of  operation,  organization  and  sources  of supply and
customer  lists;  provided,  that,  the  term  "Trade Secrets" shall not include
information  that is required to be disclosed under applicable law or by a valid
subpoena  or  other  court  or  governmental  order, decree, regulation or rule.
"Turnkey  Installation"  shall  mean  the  installation  of  Bartech  Minibars.

..2     Usage.

(a)     Any reference to a federal, state, local or foreign statute or law shall
     be  deemed also to include all rules and regulations promulgated thereunder
and  any  applicable  common  law,  unless  the  context  requires  otherwise.

(b)     References  to a document or a statute or other governmental rule are to
it  as  amended  and otherwise modified from time to time (and references to any
provision  thereof  shall  include  references  to  any  successor  provision).

(c)     References  to  Sections or to Schedules or Exhibits are to sections of,
or  schedules  or  exhibits  to,  this  Agreement,  unless the context otherwise
requires.

(d)     Unless  the context otherwise requires, the definitions set forth herein
are  equally  applicable both to the singular and plural forms and the feminine,
masculine  and  neuter  forms  of  the  terms  defined.  In addition, any neuter
personal  pronoun  shall  be  considered  to mean the corresponding masculine or
feminite  personal  pronoun,  as  the  context  requires.

(e)     The  term  "including" and correlative terms are used in an illustrative
sense  rather  than  a  limiting  sense,  and  shall be deemed to be followed by
"without  limitation"  whether  or  not  followed by such words or words of like
import.

(f)     The  use  of  the  words  "hereof,"  "herein," "hereunder," and words of
similar  import  shall  refer to this entire Agreement and not to any particular
article,  section, subsection, clause or paragraph of this Agreement, unless the
context  clearly  indicates  otherwise.

                                    ARTICLE 2

                        ORGANIZATION AND CAPITALIZATION

     .1  Authorization  and  Issuance.  The Company is authorized to issue 3,000
shares  of  Common  Stock.  Each Stockholder represents and warrants that it the
owner  of  the  number and class of Shares set forth opposite his or her name on
Schedule  A  hereto,  free  and clear of all liens, security interests, pledges,
charges,  encumbrances,  voting  trusts  and other similar rights of any kind or
nature  whatsoever  other  than  those  created  by  this  Agreement.

                                    ARTICLE 3

                      MANAGEMENT OF THE COMPANY; OPERATIONS

..1     Board  Representation;  Committees.

(a)     The  Board  shall consist of no more than three members, or in the event
that  Bartech acquires additional shares of Common Stock pursuant to the Option,
then  the  Board  shall  consist of no more than four members.  Bartech shall be
entitled  to  designate  one  member of the Board, or, in the event that Bartech
acquires  additional shares of Common Stock pursuant to the Option, then Bartech
shall  be  entitled  to  designate two members of the Board (any such designated
member,  hereinafter  referred  to as a "Bartech Representative").  Bartech will
not  be  required to designate any Board member it has a right to designate and,
if  it  does  not,  such  Board  position  shall  remain  vacant.

(b)     The  Board  may establish such committees as its members deem necessary,
desirable  or appropriate.  The members of any such committee shall be appointed
by  the  Board; provided, that, unless otherwise agreed by Bartech, at least one
Bartech  Representative  shall be appointed as a member of any such committee if
Bartech  has  designated  such  Representation.

     .2  Observer Rights. If at any time Bartech opts not to designate a Bartech
Representative  to  which  it  is  so  entitled,  then  Bartech shall instead be
entitled  to  designate  a person to act as an observer to attend any meeting of
the  Board.  Such observer may be designated at or in advance of such meeting by
written  notice  to  the Company. Such observer shall be entitled to receive all
notices  relating  to  meetings  of  the  Board  as  well  as  any documentation
distributed  to members of the Board prior to or at any meeting of the Board. If
no  observer  has  been  designated  at  the  time  notice of any meeting or any
documentation  with  respect thereto is to be sent to members of the Board, such
notice  and  documentation  shall be sent to Bartech as provided in Section 8.10
hereto.  Any  observer  appointed  pursuant  hereto  shall  have  the  right  to
participate  in  meetings  of  the  Board,  receive all information and material
presented  to the Board, and be treated in all respects as a director; provided,
that,  an observer shall not have the right to vote at meetings of the Board and
shall  not  have  any  of  the  fiduciary  or  other  obligations of a director.

     .3 Voting Agreement; Irrevocable Proxy. Each of the Stockholders shall vote
its  Shares  (whether now owned or hereinafter acquired) as required (including,
without  limitation,  by  amending  the  Company's  Certificate of Incorporation
and/or  Bylaws,  if  necessary)  in  order  to  effect  the  Board and committee
composition  described  in  Sections  3.1(a) and 3.1(b). Each Stockholder hereby
irrevocably  constitutes  and appoints Bartech as its proxy and attorney-in-fact
with  full  power  of  substitution  and  acknowledges that the constitution and
appointment  of such proxy and attorney-in-fact are coupled with an interest and
are  irrevocable  until the termination of the term of this Agreement, provided,
that the foregoing appointment shall be limited only as necessary or appropriate
to  effect  the Board and committee composition described in Sections 3.1(a) and
3.1(b)  and  for  no  other  purposes.

     .4  Consent  Rights.  For  so  long as Bartech and/or any of its Affiliates
collectively own at least 25% of then outstanding Shares (assuming, for purposes
of  this  calculation,  the  conversion  and  exchange  of  all  Common  Stock
Equivalents),  the  Company  shall  not, and no other Stockholder shall cause or
permit  the  Company  to,  without  the  affirmative  vote or written consent of
Bartech:

     (a)  alter or amend the terms of any provision of the Company's Certificate
of  Incorporation,  By-Laws  or  other  governing  documents;

     (b)  change  the  size  of  the  Board;
     (c)  enter  into  a  new  line  of  business  or change its primary line of
business;

     (d) enter into any transaction with an Affiliate unless such Affiliate is a
wholly-owned  subsidiary;

     (e)  enter  into  any  contract or commitment out of the ordinary course of
business  or  involving  in  excess  of  $1,000,000;

     (f) authorize or issue any capital stock or any option, warrant, put, call,
note,  bond,  debenture, or other right exercisable, convertible or exchangeable
for  the  Company's  capital  stock,  other  than  issuances pursuant to a Board
approved  stock  option  or  equity  incentive  plan;

     (g)  declare  or pay any dividend or make any distribution on, or purchase,
redeem,  or  retire, any shares of its capital stock or any warrants, options or
other  rights  to acquire any such shares, units, interests or other securities;

     (h)  create, incur or suffer to exist any Indebtedness other than unsecured
trade  debt  and  any  Indebtedness  provided  for  in  a Board approved budget;

     (i)  incur  any expense or make any capital expenditure out of the ordinary
course of business, in one or more transactions, involving in excess of $100,000
at  any  one  time  or  in  excess  of  $100,000  in  the  aggregate;

     (j)  sell  or  dispose  of assets of the Company other than in the ordinary
course  of  business;

     (k)  take  any  action  relating  to  the  merger,  sale,  consolidation,
dissolution,  winding-up,  liquidation  or  similar  transaction, in one or more
related transactions, involving all or substantially all of the capital stock or
assets  of  the  Company;

     (l) commence or consummate an underwritten public offering of the Company's
equity  securities;

     (m) enter into, terminate, modify or amend any contract or agreement out of
the  ordinary  course  of  business;

     (n)  create  any subsidiary, unless such subsidiary shall be a wholly-owned
subsidiary  of  the  Company;

     (o)  permit  any  subsidiary  to  authorize  or  issue  any  capital stock,
membership  units,  partnership  interests  or  other  equity securities, or any
option,  warrant,  put,  call,  note,  debenture  or  other  right  exercisable,
convertible  or  exchangeable  for  such  subsidiary's equity securities, to any
person  or  entity  other  than  to  the  Company;  or

     (p)  agree  to or permit any subsidiary to take any action set forth above.

                                    ARTICLE 4

                                   OPERATIONS

     .1  Character of the Business. The business of the Company (the "Business")
is  to provide Outsourcing to hotels using Bartech Minibars and related products
in  the  United States. The Company shall be solely responsible for all sales to
and  negotiations  with hotels for Outsourcing contracts, for the performance of
such  Outsourcing agreements, and for compliance with all applicable laws, rules
and  regulations.

     .2  Exclusivity.

     (a)  BarMedit,  BarMedit  Sub  and  the  Company  each  agree, on behalf of
themselves  and  each  of  their  respective  Affiliates, to provide Outsourcing
services  in  the  United  States  only  by  using  Bartech  Minibars.

     (b)  Bartech  will  not refer Outsourcing leads in the United States to any
Person  other  than  the  Company  and  will not, without the Company's consent,
knowingly  sell,  rent  or  license Bartech Minibars in the United States to any
Person  which  intends  to  use  them  in Outsourcing for hotels; provided, that
Bartech may refer Outsourcing leads or sell, rent or license Bartech Minibars to
hotels  (i) which have pre-existing relationships with outsourcing vendors other
than  the  Company,  or  (ii) to which the Company is not able or not willing to
provide  Outsourcing. The Company shall promptly, but in any event no later than
10  days  after  receiving  an  inquiry  from  Bartech,  indicate  whether it is
interested in pursuing a particular referral. If the Company does wish to pursue
a  particular  referral  or  if  the  Company  does  not  respond  within  such
aforementioned  10-day  period,  then  Bartech  shall  be  free  to  refer  such
particular opportunity and any other hotels in the same chain as such particular
opportunity  to any other Person. Bartech will not enter into any joint venture,
partnership  or  similar  arrangement  with  any  Person  other than the Company
relating  to  Outsourcing  services  in  the  United  States.

     .3  Future  Financings.  If  the  Company's  net income attributable to the
Initial Project is positive, as determined in accordance with GAAP, BarMedit Sub
shall,  as  soon  as  reasonably  practicable,  cause the Company to prepare and
deliver  a plan for financing (a "Financing Plan") additional projects and shall
deliver  such Financing Plan to Bartech. Such Financing Plan shall set forth the
Company's  plans  in  reasonable  detail  and shall be subject to the reasonable
approval  of  Bartech.

     .4  Future  Operations.  If the Initial Project is successful, BarMedit Sub
shall  cause the Company to establish an Operating Office and Training Center in
the  United States. The expenses of such center will be borne by the Company, as
will other costs related to the operation of the Company's business. The parties
hereto  agree  that  Bartech's sole financial commitment and responsibility with
respect  to  the  Company  and  its  Business  will be to make the Contributions
described  in  Article  5.

     .5  Discount.  Bartech shall sell Bartech Minibars for Turnkey Installation
to  the Company at a 15% discount from its then current United States price list
and  shall  not  offer  such  15%  discounts  to  other providers of Outsourcing
arrangements  in the United States except as contemplated by Section 4.2 hereof;
provided,  that such 15% discount shall apply to hardware and software only, and
not  to  labor,  training, transportation, taxes or duties, if any. In addition,
Bartech  shall  provide  certain maintenance services for $20 per hotel room per
year,  which  services  are  more  fully  set  forth  on  Schedule  B  hereto.
Notwithstanding  anything  contained  herein  to the contrary, there shall be no
discounts  with  respect  to  installation  fees.

     .6  Best  Efforts. BarMedit and the Company shall each use its best efforts
to  cause  the  Company  to  succeed  and  prosper  in  the  Business.

                                    ARTICLE 5

                              EQUITY CONTRIBUTIONS
     .1  Initial  Equity  Contributions.  Each  of the Stockholders has made the
Contributions  set  forth  opposite their respective names on Schedule A hereto.

..2     Additional  Equity  Contributions.

     (a)  Until  the  Minibar  Threshold  is  accomplished,  if  the Board shall
reasonably  determine  based  on  the  Financing  Plan that the Company requires
additional  funds  for any purpose consistent with the character of the business
of  the  Company  as described in Section 4.1 hereof, then the Board may request
that  each  of  the  Stockholders  make an additional Contribution in the amount
determined by the Board by delivering a notice (a "Contribution Notice") to each
Stockholder,  specifying:  (i)  the  total  amount  of  additional  Contribution
requested,  (ii)  each  Stockholder's  portion  of  the additional Contributions
requested  (which  portion  shall  equal  each  such  Stockholder's  Percentage
Interest),  (iii)  the  use  of the requested funds, (iv) the type and amount of
Shares or other securities that such Stockholder will receive in respect of such
additional  Contribution,  and  (v)  the  date by which such requested funds are
required,  which  date  shall  not  be  less  than  120 days after the date such
Contribution  Notice  is given. The Board shall also deliver to the Stockholders
such additional information as may be reasonably requested by any Stockholder in
connection  with such additional Contribution. Each Stockholder shall contribute
its  respective portion of the additional Contribution requested by the Board on
or  prior  to  the  date  specified  in  the  Contribution  Notice  (a member so
contributing  being  referred to as a "Contributing Stockholder") by delivery of
the  applicable  amount to the Company by wire transfer of immediately available
funds or by bank or certified check and shall, promptly after receipt thereof by
the Company, receive stock certificates or other evidence of the Shares or other
securities  specified  in  the Contribution Notice. (b) If any Stockholder shall
fail to contribute all or any portion of its additional Contribution by the date
specified  in  the  Contribution  Notice  (hereinafter,  a  "Non-Contributing
Stockholder"),  then  the  other  Stockholder(s)  shall  be  entitled,  but  not
required,  to  fund  all or any portion of the additional Contribution which the
Non-Contributing  Stockholder  failed to pay and to receive, in respect thereof,
additional Shares so that the Stockholders' respective Percentage Interests will
be  adjusted  to reflect the amounts actually contributed by the parties hereto.

                                    ARTICLE 6

                       RESTRICTIONS ON TRANSFER OF SHARES

     .1  General  Restrictions.

     (a) No Stockholder shall transfer or otherwise dispose of any of its Shares
or  Common Stock Equivalents unless such transfer is made in accordance with the
terms  of this Agreement. Any attempt by any Stockholder to effect a transfer in
violation  of this Article 6 shall be void and ineffective for all purposes. The
words  "transfer"  and  "dispose"  include  the  making  of  any sale, exchange,
assignment,  gift,  security  interest,  pledge  or  other  encumbrance,  or any
contract  therefor,  any  voting  trust  or  other agreement or arrangement with
respect to the transfer of voting rights or any other beneficial interest in the
Shares  or  Common Stock Equivalents, the creation of any other claim thereto or
any  other  transfer  or  disposition  whatsoever,  affecting  the right, title,
interest  or  possession with respect to the Shares or Common Stock Equivalents.

     (b)  Each certificate representing Shares or Common Stock Equivalents shall
bear  the  following  legend:

               THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
               STOCKHOLDERS' AGREEMENT, DATED AS OF __________ __, 2001, WHICH
               CONTAINS PROVISIONS REGARDING THE ELECTION OF DIRECTORS OF THE
               COMPANY, RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES AND
               OTHER MATTERS. A COPY OF SUCH AGREEMENT IS AVAILABLE FOR
               INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY.

     (c)  Notwithstanding  anything  contained  herein  to  the  contrary,  any
Stockholder  may  transfer  all  or  any  portion  of its Shares or Common Stock
Equivalents  to  an  Affiliate  (and  an Affiliate may transfer Shares or Common
Stock  Equivalents  back  to  such  Stockholder  or to another Affiliate of such
Stockholder)  without  compliance  with  the other provisions of this Article 6;
provided, that said Affiliate becomes a party to, and agrees to be bound by, the
terms  and  conditions  of  this  Agreement  by  executing and delivering to the
Company  an  instrument of accession substantially in the form annexed hereto as
Exhibit  A.

..2     Right  of  First  Refusal.

     (a) If any Stockholder (a "Selling Stockholder") desires to transfer any of
its  Shares  or  Common Stock Equivalents pursuant to a bona fide offer received
from  a third party (a "Third Party Offer"), such Selling Stockholder shall give
each  other  Stockholder  written  notice  ("Notice") of such desire to transfer
Shares  or  Common Stock Equivalents. No Notice of any proposed transfer by sale
shall  be  valid unless the Selling Stockholder has received a bona fide written
offer  (the  "Offer") to purchase such Shares or Common Stock Equivalents from a
third party. The Notice shall describe the terms and conditions of such transfer
and  shall be accompanied by a copy of such Offer and information concerning the
identity  and background of the proposed purchaser. Each Stockholder (other than
the  Selling  Stockholder) shall then have the right, but not the obligation, to
purchase  all  or  a portion of the Shares or Common Stock Equivalents which the
Selling Stockholder desires to sell (the "Offered Securities"), at the price and
on the terms set forth in the Offer; provided, that, within 15 days following of
the  effective  date of the Notice, such Stockholder gives written notice to the
Selling  Stockholder  of  its  intention  to  purchase  such Offered Securities.

     (b)  If  the  Stockholders  taken together do not elect to purchase, in the
aggregate,  all of the Offered Securities, all of such Offered Securities may be
transferred  to  the  proposed purchaser at the price, and upon the other terms,
set  forth  in  the  Offer, subject, however, to the provisions of paragraph (c)
below  and  the  rights  of  the  Stockholders  provided  in Section 6.3 hereof.

     (c)  The  transfer  of  a  Selling  Stockholder's  Shares  or  Common Stock
Equivalents  to  a  third party must be consummated within 90 days following the
effective  date of the Notice. If for any reason the transfer to the third party
of  the  Selling Stockholder's Shares or Common Stock Equivalents (and, pursuant
to  Section  6.3  hereof,  the  Shares  or Common Stock Equivalents of any other
Stockholder)  is  not  consummated  within  such  period, or if the terms of the
proposed  transfer  are  changed  such that they are more favorable to the third
party  than  those set forth in the Offer, then such sale may not be consummated
without  repetition  of the procedures set forth in this Section 6.2 and Section
6.3  hereof.  Furthermore,  no  Shares  or  Common  Stock  Equivalents  shall be
transferred  to  a third party on the books of the Company until the Company has
received  a  written  agreement  from the third party, satisfactory in scope and
form  to  counsel to the Company, to be bound by all the terms and conditions of
this  Agreement.  Upon  receipt  of  such  agreement,  the  third party shall be
considered  a  "Stockholder"  for  purposes  of  this  Agreement.

     (d)  In  no event shall a transfer of Shares or Common Stock Equivalents to
any  third  party  pursuant to this Section 6.2 include payment of consideration
other  than  cash  or  promissory  notes  of  the  purchaser.

     .3  Come-Along  Right.

     (a)  In  connection  with  any  proposed purchase of Shares or Common Stock
Equivalents  representing  at least 51% of the then outstanding Shares (assuming
conversion,  exercise  or  exchange  of  any  Common Stock Equivalents which are
subject to such proposed purchase) from a Stockholder or Stockholders to a third
party  in  accordance with the provisions of Section 6.2, each other Stockholder
(other than the Stockholders desiring to sell such Shares) shall have the right,
but  not  the  obligation  (a "Come-Along Right"), to require the third party to
purchase  from  such Stockholder rather than from the Selling Stockholder(s), up
to  the  number  of  Shares equal to such Stockholder's Proportionate Share. The
transfer  of Shares by a Stockholder exercising its Come-Along Right pursuant to
this Section 6.3 shall not be subject to the right of first refusal provided for
in  Section  6.2  hereof;  provided  that it is understood that such transfer of
Shares  or Common Stock Equivalents shall only be made if the transfer of Shares
or  Common  Stock Equivalents to the third party is consummated after compliance
with  Section  6.2.

     (b) The Come-Along Right may be exercised by a Stockholder by delivery of a
written  notice to the Selling Stockholder(s) within the 30-day period following
the  effective  date  of  the Notice referred to in Section 6.2(a) hereof, which
notice  shall  set  forth  the number of Shares such Stockholder elects to sell.

     (c) Notwithstanding anything to the contrary contained herein, if any third
party  offering to purchase Shares or Common Stock Equivalents does not purchase
all  of  the  Shares  offered by the other Stockholders pursuant to this Section
6.3, then the Selling Stockholder(s) shall not be entitled to sell any Shares to
such  third  party,  whether  pursuant  to the terms originally agreed to by the
Selling  Stockholder(s)  and  such third party or any other terms, without again
complying  with  Section  6.2  and  this  Section  6.3.

     (d)  Any  Stockholder  exercising  its  Come-Along  Right  pursuant to this
Section  6.3  who  holds Common Stock Equivalents may, pursuant hereto, sell the
Shares  issuable  upon  exercise,  conversion  or  exchange of such Common Stock
Equivalents  if,  prior to such sale, such Stockholder so exercises, converts or
exchanges  such  Common  Stock  Equivalents;  provided, that, any Shares so sold
shall  count towards such Stockholder's Proportionate Share. In addition, in the
event  that a Selling Stockholder has proposed to sell Common Stock Equivalents,
any  other  Stockholder  who  exercises  its  Come-Along  Right pursuant to this
Section  6.3 may sell such Stockholders' Shares on the same terms as the Selling
Stockholder  sells its Common Stock Equivalents, except that the price per Share
shall  be  adjusted  to  reflect  the  price per Share paid for the Common Stock
Equivalent plus the additional per Share price payable upon exercise, conversion
or  exchange  of  such  Common  Stock  Equivalent.

     .4  Closing  Procedures.

     (a)  Any  Person  giving notice electing to purchase Shares or Common Stock
Equivalents  which  it  is  entitled  to  purchase pursuant to the terms of this
Agreement  shall  be  obligated  to  purchase  such  Shares  or  Common  Stock
Equivalents,  and the Selling Stockholder shall be obligated to sell such Shares
or  Common  Stock Equivalents, at the price and upon the terms set forth in this
Agreement.

     (b)  Unless the parties to any purchase and sale pursuant to this Agreement
otherwise  agree  in  writing,  the  closing  of  any  purchase  and  sale  of:

          (i) Offered Securities pursuant to Section 6.2 shall take place on the
     later  of  (x) the date specified in the Notice, and (y) the 30th day after
     the  effective date written notice is given by the last of the Stockholders
     electing  to  participate  in  such  purchase;  and

          (ii)  Shares or Common Stock Equivalents pursuant to Section 6.3 shall
     take  place  on  the later of (x) the date specified in the Notice, and (y)
     the  30th  day after the effective date written notice is given by the last
     of  the  Stockholders  exercising  its  respective  Come-Along  Right;  and

          (iii) in any case, at such other time and place as the parties to such
     purchase  and  sale  otherwise  agree  in  writing.

     (c)  At the closing, the purchaser(s) shall deliver, by wire transfer or by
certified or official bank check, an amount, in cash, equal to the full purchase
price  for  the  Shares  or  Common Stock Equivalents to be purchased unless the
terms and conditions set forth in the Offer relating to such sale permit payment
of  the  purchase  price, in whole or in part, in installments or by delivery of
one  or  more  promissory notes in which event the purchase price may be paid in
the  same  manner  as  set  forth  in  such  Offer.

     (d)  By  delivering  the  certificates  at  the closing, the seller of such
Shares  or Common Stock Equivalents shall be deemed to represent that (i) it has
the  power  and  authority  to sell the Shares or Common Stock Equivalents being
sold  by  such seller, and (ii) the purchaser thereof will receive good title to
such  Shares  or Common Stock Equivalents, free and clear of all liens, security
interests,  pledges,  charges,  encumbrances,  voting  trusts  and other similar
rights of any kind or nature whatsoever, and preemptive rights, other than those
created  by  this  Agreement.  The  purchaser  shall  deliver  at the closing an
appropriate  investment  representation  if  required  by  the  Securities  Act.

                                    ARTICLE 7

                              ADDITIONAL AGREEMENTS

     .1  Information  Rights. BarMedit Sub shall cause the Company to deliver to
Bartech:

          (a)  as  soon  as available, and in any event within 30 days after the
     end  of each month, a profit and loss statement and key monthly metrics for
     such  monthly  accounting  period  and on a cumulative basis for the fiscal
     year  to  date  and  a  balance  sheet  as  at the last day of such monthly
     accounting  period;

          (b)  as  soon  as available, and in any event within 45 days after the
     end  of  each  quarterly  fiscal period of each fiscal year of the Company,
     consolidated  statements  of income, retained earnings and cash flow of the
     Company,  for  such  period  and  for  the period from the beginning of the
     respective  fiscal  year  to  the  end  of  such  period,  and  the related
     consolidated  balance  sheet  of  the  Company as at the end of such period
     setting  forth  in  the case of each such statement in comparative form the
     corresponding  figures for the corresponding period in the preceding fiscal
     year  (if  any);

          (c) as soon as available and in any event within 90 days after the end
     of  each  fiscal  year  of  the Company, consolidated statements of income,
     retained  earnings  and  cash flow of the Company for such fiscal year, and
     the related consolidated balance sheet of the Company as at the end of such
     fiscal  year,  setting  forth  in  the  case  of  each  such  statement  in
     comparative  form  the  corresponding figures for the preceding fiscal year
     (if any), and accompanied by an audit report from the Company's independent
     public  accountants;

          (d)  with  reasonable  promptness  after the date on which the Company
     first obtains knowledge of such, written notice of all legal or arbitration
     proceedings,  and  all  proceedings  by  or  before  any  governmental  or
     regulatory authority or agency, and each material development in respect of
     such  legal  or  other proceedings, affecting the Company, which proceeding
     involves  at  least  $50,000;

          (e)  as  soon  as  available,  but  in  any event within 90 days after
     commencement  of  each  new  fiscal year, a budget consisting of a business
     plan  and  projecting  financial  statements  for  such  fiscal  year;  and

          (f)  with  reasonable  promptness, such other notices, information and
     data  as  the  Company  deems  material  to  its  business  or  operations.

     .2  Inspection  Rights.  BarMedit  Sub  shall  cause  the Company to permit
Bartech  and  its  representatives  to  visit  and inspect the properties of the
Company,  including  its  corporate  and  financial  records, and to discuss its
business and finances with officers of the Company, during normal business hours
following reasonable notice and as often as may be reasonably requested, without
interruption  of  the  business  of  the  Company.

     .3  Insurance.  BarMedit  shall  cause the Company to purchase and maintain
insurance  policies,  satisfactory  to  Bartech  and  each  hotel with which the
Company  contracts,  of  the  type  and  with coverages in amounts customary for
companies  similarly  situated.

     .4  Non-Disclosure;  Non-Solicitation  and  Non-Competition.

     (a)  All  Trade Secrets which any Stockholder may now possess or may obtain
or  create  while  a  stockholder  of  the Company, or may create after it is no
longer  a  stockholder  of  the  Company  through  substantial  reliance upon or
incorporation  of  Trade  Secrets  obtained  while  it  was a stockholder of the
Company,  relating  to (i) the Company, (ii) any other Stockholder, or (iii) any
of  their  respective  Affiliates,  customers,  suppliers,  businesses  and
investments,  shall not, except as may otherwise be required by law or any legal
process, be used, communicated, divulged, published, disclosed or otherwise made
accessible  by  such Stockholder to any other Person while such Stockholder is a
stockholder  of  the  Company  or  at  any  time  thereafter.

     (b)  Each Stockholder agrees, during the period that it is a stockholder of
the  Company  and  for  one  year thereafter (the "Restrictive Period"), not to,
directly  or  indirectly,  alone,  in  association  with  or  as  a stockholder,
principal,  agent,  partner,  officer,  director,  employee or consultant of any
other organization, interfere with or endeavor to entice away any Person who, is
on the date hereof, or at any time before the end of the Non-Solicitation Period
becomes  an  employee,  or  a  customer  or  supplier  of the Company, any other
Stockholder,  or  any  of  their  respective  Affiliates.

     (c)  Except  as  contemplated  by  this Agreement, each Stockholder agrees,
during  the  Restrictive  Period,  not  to,  directly  or  indirectly, alone, in
association  with  or  as  a  stockholder,  principal,  agent, partner, officer,
director,  employee  or  consultant  of  any  other  organization, engage in any
Competitive  Enterprise, anywhere within any state in the United States. For the
purpose  hereof,  "Competitive  Enterprise"  is  defined  as  any  business that
provides  services  that compete with the services being provided by the Company
or  any  other  Stockholder  at  any  time  during  the  Restrictive  Period.
Notwithstanding the foregoing, the ownership by any Stockholder of not more than
two percent of the outstanding shares of capital stock of any corporation having
a  class  of equity securities actively traded on a national securities exchange
or  on the Nasdaq National Market shall not be deemed, in and of itself, to be a
violation  of  this  Section  7.4.

                                    ARTICLE 8

                                  MISCELLANEOUS

     .1  Term.  Except  to  the extent otherwise provided herein, this Agreement
shall  continue  in  full force and effect as of and after the date hereof until
the earlier of (i) 10 years from the date of this Agreement, (ii) the closing of
a  firm  commitment  underwritten  public  offering  pursuant  to  an  effective
registration  statement  under the Securities Act covering the offer and sale of
Common  Stock,  (iii)  by the written consent of all the Stockholders, (iv) upon
the  occurrence  of  an  Event  of  Bankruptcy  with  respect  to  one  of  the
Stockholders,  (v) upon written notice by any Stockholder upon the occurrence of
a material breach of this Agreement by any other party hereto, (vi) upon written
notice  by any Stockholder in the event that the actions of or failure to act by
another  party  hereto  has  resulted  in  a  material  adverse  effect  on such
Stockholder,  or (vii) upon the consummation of the transactions contemplated by
the  Purchase  Option.

     .2  Remedies.  In the event of a breach or a threatened breach by any party
to  this Agreement of its obligations under this Agreement, any party injured or
to  be  injured  by  such  breach, in addition to being entitled to exercise all
rights  granted by law, including, without limitation, recovery of damages, will
be  entitled  to  specific  performance  of its rights under this Agreement. The
parties  agree  that  the  provisions  of  this  Agreement shall be specifically
enforceable,  it  being  agreed by the parties that any remedy at law, including
monetary  damages,  for  breach  of  any  such  provision  will  be  inadequate
compensation  for  any  loss  and  that  any  defense in any action for specific
performance  that  a  remedy  at  law  would  be  adequate  is  waived.

     .3  Addition  of Parties. The Company agrees that, until the termination of
this  Agreement  it  will  cause each Person who acquires Shares or Common Stock
Equivalent  of  the Company to enter into this Agreement and thereby to be bound
by  the  terms  hereof,  all  by  execution  of  an  instrument  of  accession
substantially  in  the  form  annexed  hereto  as  Exhibit A. Any such Person so
entering into this Agreement shall be deemed to be a Stockholder for purposes of
this  Agreement.  The  parties  hereto  agree,  that,  if,  at any time a Person
entering  this  Agreement  shall  be a natural person, then the parties shall in
good  faith  negotiate  to  amend  or  modify  this  Agreement  to  include such
additional  provisions as may be appropriate, necessary or desirable, including,
without limitation, provisions relating to restrictions on transfer of Shares or
Common  Stock  Equivalents,  or  rights  to  purchase  Shares  or  Common  Stock
Equivalents  upon such individual's death or termination of employment or in the
case  of  his  or  her  bankruptcy,  divorce  or  other  circumstances.

     .4  Party  No  Longer  Owning  Shares.  If a party hereto ceases to own any
Shares  or  Common Stock Equivalent, such party will no longer be deemed to be a
Stockholder.

     .5  Application to Other Securities. The provisions of this Agreement shall
be  deemed  to  apply  equally to any Shares or Common Stock Equivalent or other
securities  distributed  in  respect  of such Shares or Common Stock Equivalent.

     .6  Binding  Effect.  This Agreement shall be binding upon and inure to the
benefit  of  the Company and its successors and assigns and the Stockholders and
their  respective  successors  and  permitted  assigns.

     .7  Entire Agreement. This Agreement sets forth the entire understanding of
the  parties  with respect to the subject matter hereof, supersedes all existing
agreements  among  them concerning such subject matter, and may be modified only
by  a  written  instrument  duly  executed  by  each  party.

     .8  Waiver.  Any  waiver  by any party of a breach of any provision of this
Agreement  shall  not  operate  as  or  be construed to be a waiver of any other
breach  of  such  provision  or  of  any  breach  of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this  Agreement  on  one  or  more occasions shall not be considered a waiver or
deprive  that  party  of the right thereafter to insist upon strict adherence to
that  term  or  any other term of this Agreement. Any waiver must be in writing.

     .9  Severability. If any provision of this Agreement is invalid, illegal or
unenforceable,  the balance of this Agreement shall remain in effect, and if any
provision  is  inapplicable  to  any  person,  party  or  circumstance, it shall
nevertheless  remain applicable to all other persons, parties and circumstances.

     .10 Notices. All notices and other communications provided for or permitted
hereunder  shall  be  in  writing and shall be deemed to have been duly given if
delivered  personally  or sent by overnight courier, telex, telegram or telecopy
or  sent  by  registered  or  certified  mail (return receipt requested) postage
prepaid  to  the  address of the party set forth on Schedule A hereto, or in the
case  of the Company, to its offices at 40 Wall Street, Suite 33A, New York, New
York  10005;  Attention: Jacob Ronnel, or, in the case of a person who becomes a
party  to  this Agreement after the date hereof, at the address provided by such
party  at  the  time he, she or it becomes a party (or at such other address for
any  party  as  shall  be  specified  by  like  notice).  Any  notices  or other
communications given by personal delivery, overnight courier, telex, telegram or
telecopy  shall  be  deemed  given  when  so  delivered, telexed, telegrammed or
telecopied,  and  any  notices  or  other  communications given by registered or
certified  mail  shall  be  deemed  effective upon registration or certification
thereof; provided that notices of a change of address shall be deemed given only
upon  receipt  thereof.

     .11  Further  Assurances.  At  any  time  and  from time to time each party
agrees,  at  his or her expense, to take such actions and to execute and deliver
such  instruments,  documents  and  agreements as may be reasonably necessary to
carry  out  the  intent  and  effectuate  the  purposes  of  this  Agreement.

     .12  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     .13  Governing  Law.  This  Agreement  shall  be  construed and enforced in
accordance  with  the  laws  of  the  State of New York without giving effect to
principles  governing  conflicts  of  law.

     .14 Filing of the Agreement. A copy of this Agreement shall be filed at the
offices  of  the  Company.

     .15  Arbitration.  Except  as  otherwise  expressly  provided  herein,  any
dispute, claim or controversy arising out of, in connection with, or relating to
this  Agreement,  or any breach or alleged breach thereof, shall be submitted to
the  American  Arbitration  Association  in  the City of New York for resolution
pursuant  to  its  rules  as  then in effect. Any award rendered shall be final,
binding  and  conclusive  upon  the parties and all other persons and a judgment
thereon  may  be  entered  in  any Court in the State of New York or any Federal
Court  sitting  within  such  State,  and  the  Company  and  each  Stockholder
irrevocably  consents  to  the jurisdiction of such Courts for such purpose. The
Company  and  each  Stockholder  hereby  waive  personal service of any summons,
complaint or other process in any such action, suit or proceeding and agree that
service  thereof  may  be made in accordance with Section 8.10 of this Agreement

     .16  Construction.  The initial parties to this Agreement have participated
jointly  in  the  negotiation and drafting of this Agreement. In the event of an
ambiguity  or  question of intent or interpretation arises, this Agreement shall
be  construed  as  if  drafted  jointly  by  all  of  the  parties hereto 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.

                                  *  *  *  *  *

<PAGE>


     IN  WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
the  day  and  year  first  above  written.

HOTEL  OUTSOURCE  SERVICES,  INC.

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

HILA  INTERNATIONAL  CORP.


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


BARTECH  SYSTEMS  INTERNATIONAL,  INC.

     /s/ Daniel Cohen
By: ___________________________________
             Daniel Cohen
     Name:  ___________________________
            President and CEO
     Title: ___________________________


                                                        ACKNOWLEDGED AND AGREED:
                                        The  undersigned acknowledges and agrees
                                        to  the  foregoing  provisions  and
                                        guarantees  in  full  the obligations of
                                        the  Company and BarMedit Sub under this
                                        Agreement.
BARTECH  MEDITERRANEAN  LTD.

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

<PAGE>

                                   SCHEDULE A

Name  and  Address                                        Number  of  Shares

Hila  International  Corp.                                700

63  Wall  Street,  Suite  1801

New  York,  New  York  10005

Attention:  Jacob  Ronnel

Facsimile:  011.9723.516.8577

Bartech  Systems  International,  Inc.                    300

251  Najoles  Road,  Suite  A

Millersville,  Maryland  21108
Attention:  Daniel  Cohen

Facsimile:  (410)  729-7723

                                   Sched. A-1
<PAGE>
                                    EXHIBIT A

                               ADOPTION AGREEMENT

     This Adoption Agreement (this "Adoption Agreement") is executed pursuant to
the  terms  of  the Stockholders' Agreement of Hotel Outsource Services, Inc., a
Delaware  corporation  (the  "Company"),  dated  as  of __________ ___, 2001 (as
amended,  supplemented  or  restated,  the "Stockholders' Agreement"), a copy of
which  is  attached  hereto,  by  the  undersigned.  By  executing this Adoption
Agreement,  the  undersigned  agrees  as  follows:

     1.  Acknowledgment.  The  undersigned  acknowledges  receipt  of  the
Stockholders'  Agreement  and that the undersigned is acquiring _________ shares
of  the  common  stock of the Company [or describe other securities], subject to
the  terms and conditions of the Stockholders' Agreement. Capitalized terms used
herein  and not otherwise defined shall have the meanings ascribed to such terms
in  the  Stockholders'  Agreement.

     2.  Agreement.  The  undersigned  agrees  to  be  bound by the terms of the
Stockholders'  Agreement  with  the  same force and effect as if the undersigned
were  originally  a  party  thereto.

     3.  Notice. Any notice required or permitted by the Stockholders' Agreement
shall  be given to the undersigned at the address listed below the undersigned's
signature.

                                                  ______________________________
Agreed  this  ____  day  of  _______,  20___.     {Signature}

                                                  ______________________________
Address  for  Notice  Purposes:                   {Print  Name}

________________________________________
________________________________________
________________________________________