<PAGE>


                                                                   Exhibit 10.12



                               STRATEGIC ALLIANCE
                                    AGREEMENT



                                  BY AND AMONG

                                  BARTECH EMEA

                                       AND

                 HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.





                               DATED APRIL 9, 2003




<PAGE>



                                TABLE OF CONTENTS



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


<TABLE>
<CAPTION>
SECTION NUMBER AND HEADING                                                                              PAGE
--------------------------                                                                              ----
<S>                                                                                                      <C>
9.     TERM AND TERMINATION...............................................................................11

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

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

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

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

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

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

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

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


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

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


<PAGE>



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


                          STRATEGIC ALLIANCE AGREEMENT


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


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

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



                                    RECITALS


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

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

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


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

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

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




<PAGE>






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

1. DEFINITIONS AND PREAMBLE

1.1 DEFINED TERMS

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

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

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

"AGREEMENT" means this Strategic Alliance Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




<PAGE>



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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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





<PAGE>


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

1.2      PREAMBLE AND ATTACHMENTS

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

2. MARKETING SERVICES

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

2.1      MARKETING PLAN

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

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

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

2.4      MARKETING MATERIAL AND REPRESENTATIONS

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



<PAGE>



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



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

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

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

2.5      MARKETING AND NEGOTIATION PROCEDURES

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

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

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

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



<PAGE>






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

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

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

3. SURVEYS BY BARTECH

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

3.2      DETAILED TECHNICAL SURVEY

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




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

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

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

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

4. PURCHASE OF BARTECH MINIBARS

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

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

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




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

4.4      BARTECH MINIBAR PURCHASE PRICE

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

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

4.5      SPECIAL TERMS

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

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

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




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4.7      END OF YEAR PERFORMANCE BONUS

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

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

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

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

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

4.8      PAYMENTS TO HEADQUARTERS

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

5. PMS INTERFACE 5.1 PREPARATION OF THE PMS INTERFACE

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

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

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




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

5.2      COMPENSATION

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

6. TURNKEY INSTALLATION OF BARTECH MINIBARS

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

6.2      ACCEPTANCE

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

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

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




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7.       WARRANTY

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

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

8. INTELLECTUAL PROPERTY

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

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

9. TERM AND TERMINATION

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

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



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9.3      TERMINATION FOR CAUSE

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

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

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

10. REPRESENTATIONS AND WARRANTIES

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

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

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

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

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




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

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

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

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

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

11. FURTHER UNDERTAKINGS

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

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




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--------------------------------------------------------------------------------

11.3     INDEMNIFICATION

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

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

12. RELATIONS WITH DISTRIBUTORS

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

12.2     SERVICES IN DISTRIBUTION TERRITORIES

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

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

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

12.3     COMMERCIAL TERMS

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

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




<PAGE>






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

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

13.      EXCLUSIVITY

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

14.      MISCELLANEOUS

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

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

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

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

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




<PAGE>






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

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

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

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

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

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

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

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

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

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




<PAGE>






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

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

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

                    * REST OF PAGE INTENTIONALLY LEFT BLANK *






<PAGE>







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




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



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


                                                                )

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

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







<PAGE>







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


                          LIST OF EXHIBITS TO AGREEMENT


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

<PAGE>

<PAGE>

                                                                     Exhibit 2.1

                                 MARKETING PLAN


In order to achieve the objectives  set forth in the Strategic  Agreement and in
order to accomplish  the Targets set in the Annual  Budgets  (Exhibit  2.2), the
parties  will  act in  accordance  with  the  guidelines  and plan as set in the
Marketing  Plan in General and the Annual  Marketing  Schedules & Activities  in
particular.

The marketing of the Outsource  Services  should be targeted at a defined market
segment and at suitable  kinds of hotel  (typically  upscale and luxury  Hotels,
preferably chain affiliated),  initially in Capital European Cities and later in
other Major cities.

Bartech will include the Outsource Services in all applicable marketing programs
and/or  advertising  campaigns run by Bartech,  at all levels,  including  hotel
chains,  major accounts and individual  hotels, and will recommend the Outsource
Services to its current and potential  customers,  giving the Outsource Services
no less preference than any other equivalent or alternative  program marketed by
Bartech,  and specifically with the objective of facilitating the entry into and
the  execution of term sheets or  definitive  agreements by and between HOMI and
appropriate major hotel chains,  relating to the provision of Outsource Services
by HOMI

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



Marketing Activities

Initial Activities following the signature of the Strategic Alliance:

o        Based on the annual Budget,  Sales targets are set according to certain
         Chains & Areas & Countries.

o        The Marketing Schedule for 2003 is set, detailing Marketing  activities
         (see sample below)

o        HOMI will train  Bartech's  Marketing  and Sales people  regarding  the
         Outsourcing Program

o        HOMI will  prepare  and provide the  Marketing  collateral  (Brochures,
         Presentations, Forms, Term-Sheets, etc.)

o        Beginning   of   Marketing   activities   with  the  Major  Chains  and
         Distributors.

o        Frame agreements with Major Accounts

o        Beginning of Sales Activities.


<PAGE>




30 days  following  the  Agreement  and every year 30 days  following the Annual
Budget,  Bartech will submit the annual Marketing and P&R Schedule & Activities,
detailed by month, with specific dates and locations where available.

Sample: Yearly Marketing and PR Schedule & Activities, detailed by month

         o        Meetings with Major Accounts

         o        Trade Shows, Chain conventions, Seminars

         o        Sales Calls, Sales Activities

         o        Mailings

         o        Press Releases

         o        Advertising campaigns

         o        Other Activities

Details of Planned Sales Activities

Following the Initial marketing activities and Area & Country Sales targets, the
relevant Sales people will begin their activities:

         o        Sales targets are set for a certain Area & Country

         o        Sales  people will offer the  Outsourcing  Program to suitable
                  Hotels

         o        If Hotel is interested, Hotel will complete a Questionnaire

         o        Following  a  successful  Survey  an  Outsourcing  meeting  is
                  organized

         o        HOMI's  representative  and Bartech  Sales  person  meets with
                  Hotel

         o        Following   negotiations,   HOMI  produces  a  detailed  draft
                  agreement

         o        Following   signature   HOMI  issues  a  P.O.  and   purchases
                  Maintenance




Profile of Hotels Suitable for Outsourcing  -  Initial phase:

o        Location:         Capital Cities
                           (In some cases other Major Cities)

                            o Type: Upscale & Luxury

o        Size:             Preferably more than 200 rooms
                           (in some cases smaller Hotels as well)

o        Management:       Preferably Chain affiliated


<PAGE>

                                                                     Exhibit 2.2



                                  ANNUAL BUDGET
                                    FOR 2003
                           (July 2003 - December 2003)





The minimum  quantity  of Bartech  minibars  which HOMI plans to  purchase  from
Bartech EMEA (the "Target Quantity"), for the Year 2003 (July - December 2003)


1200     Bartech minibars

<PAGE>

                                                                    Exhibit 2.4b

            INSTALLATION AND OUTSOURCE OPERATION OF BARTECH MINIBARS



--------------------------------------------------------------------------------
          Summary of the Basic Terms of the Outsource Operation Program
--------------------------------------------------------------------------------


Hotel Outsource  Management  International,  Inc.  ("HOMI") is the Operator that
owns and operates the Bartech Minibars



         |_|      HOMI shall  Install,  Operate and Maintain the Minibars in the
                  Hotel and shall Purchase the Minibars and associated  Software
                  and Equipment solely for this purpose.

         |_|      The Hotel shall provide,  at its cost, the items necessary for
                  the Installation,  including the Cabinets for the Minibars (if
                  not stand-alone units); the wiring; cables and plugs, etc.

         |_|      The Hotel shall provide  suitable  Office and Storage space to
                  be used by HOMI.

         |_|      HOMI shall purchase the goods to be filled in the Minibars.

         |_|      The pricing of the products  offered in the Minibars  shall be
                  mutually determined by HOMI and the Hotel.

         |_|      HOMI shall refill the Minibars and shall Operate them.

         |_|      The Hotel shall allow and facilitate  HOMI's Operators' access
                  to the guestrooms no less than twice a day.


<PAGE>




         |_|      The personnel  operating the Minibars  (The  "Operators")  are
                  employees  of HOMI.  HOMI shall  maintain  sufficient  trained
                  personnel in order to Operate the Minibars in accordance  with
                  the highest standards.

         |_|      The Operators  shall be checked by Hotel's  Security  prior to
                  their  employment  and  the  Hotel  will  have  the  right  to
                  Interview them.

         |_|      The Operators shall wear Hotel's customary  uniforms and shall
                  act in  accordance  with the rules of conduct as issued by the
                  Hotel.

         |_|      The Hotel  shall bear the cost of  Electricity  related to the
                  Minibars.

         |_|      The Hotel shall provide paging devices to the Operators.

         |_|      The Hotel shall  supply the glasses  and  accessories  for the
                  Minibars and shall replace the used glasses and accessories on
                  a daily basis.

         |_|      The Hotel will not be allowed to put  Vending  machines / Soft
                  Drink & Snack  Dispensers in the floors where the Minibars are
                  installed.

         |_|      Amenities  such as Mineral  Water and Soft Drinks would not be
                  given to guests, free of charge, as a standard policy.

         |_|      Hotel may offer  complimentary  products  from the Minibars to
                  VIP guests as well as Discounts to  preferred  guests,  within
                  set rules.

<PAGE>

         |_|      The  Hotel  shall  collect  the  Revenues   generated  by  the
                  Minibars.

         |_|      HOMI shall furnish to the Hotel a monthly Sales Report, within
                  5 days  following  the  end of  each  month,  with  the  Gross
                  Revenues and Net Revenues.

         |_|      Revenues  generated  by the  Minibars  shall be allocated on a
                  monthly basis.  The Hotel shall retain 12% of the Net Revenues
                  and shall pay HOMI 88% of the Net Revenues.

         |_|      The Hotel shall Pay HOMI's share within 10 days  following the
                  end of each month.

         |_|      Hotel's  share of the Revenues may increase or decrease  based
                  on Performance.

         |_|      Detailed  Rules  and  procedures  will  apply to  Rebates  and
                  Disputes.

         |_|      Once a day HOMI shall perform an accounts  Reconciliation with
                  Hotel's Front Desk.

         |_|      The Basic Term of the Outsourcing Agreement is 9 Years.

         |_|      The Hotel has an Option to Purchase  the  Minibars and related
                  Equipment,  every Year,  starting from the end of the 3rd year
                  of Operation.

<PAGE>

Bartech(R)
automatic systems

                     Exhibit 3.1(1) : PROPERTY SURVEY SHEET

Date of Survey                 September 26, 2001

Survey completed by:           Robert Fain

A) Hotel General Information

<TABLE>
<CAPTION>
------------------------------------------------------------ ---------------------------------------------------------
Hotel Name: Hyatt of San Francisco
------------------------------------------------------------ ---------------------------------------------------------
<S>                                                          <C>
Address: 5 Embarcadero Center                                Phone: (415) 788-1234
------------------------------------------------------------ ---------------------------------------------------------
San Francisco, CA  94111                                     Fax:
------------------------------------------------------------ ---------------------------------------------------------
                                                             Number of Rooms: 805
------------------------------------------------------------ ---------------------------------------------------------
General Manager: Matt Adams                                  Phone: (415) 788-1234, ext 4500
------------------------------------------------------------ ---------------------------------------------------------
                                                             Fax:
------------------------------------------------------------ ---------------------------------------------------------
Assistant: Darlene Cahill                                    Phone: (415) 788-1234, ext 4501
------------------------------------------------------------ ---------------------------------------------------------
Rooms Executive: Tom Brady                                   Phone: (415) 291-6565
------------------------------------------------------------ ---------------------------------------------------------
Technical Manager: Greg Fuller                               Phone: (415) 291-6541
------------------------------------------------------------ ---------------------------------------------------------
                                                             Fax:
------------------------------------------------------------ ---------------------------------------------------------
F & B Manager: Ward Childs                                   Phone: (415) 291-6570
------------------------------------------------------------ ---------------------------------------------------------
Assist F&B Manager: David Nicola                             Fax:
------------------------------------------------------------ ---------------------------------------------------------
IS Manager: Arnel Cruz                                       Phone: (415) 291-6528
------------------------------------------------------------ ---------------------------------------------------------
                                                             Fax:
------------------------------------------------------------ ---------------------------------------------------------
Financial Controller: Gary Wolf                              Phone: (415) 291-6530
------------------------------------------------------------ ---------------------------------------------------------
                                                             Fax:
------------------------------------------------------------ ---------------------------------------------------------
Purchasing Manager: Malcolm McKenzie                         Phone (415) 788-1234, ext 4030
------------------------------------------------------------ ---------------------------------------------------------
                                                             Fax:
----------------------------------------------------------------------------------------------------------------------

Describe the loading dock and ability to offload a 40 -ft. container:
The loading dock is unable to support a 40-ft  container.  The loading dock will
support a 24-ft truck.

----------------------------------------------------------------------------------------------------------------------
What is the maximum time a container can stay at the dock?
Overnight?
A truck will be able to seat overnight curbside on Drum street.

------------------------------------------------------------ ---------------------------------------------------------
If necessary, list alternate container parking locations     Notes and Comments: Alternate location for offloading
and proximity to freight elevators.                          and storage of minibars may be necessary.
Pacific level of hotel at Market and Drum.  There is no
loading dock, just a freight door.
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>

<PAGE>

Bartech(R)
automatic systems


B) Technical Information

B1) General

1.       How many different designs of cabinets?           4

2.       How many different types of wood grain?           2

3.       How many different colors?                        2 (cherry and blonde)

4. Is any refurbishment forecasted? No

         If so, when?                                      ______________

         What level?                                       ______________

5. What sort of refurbishment?
         Wall paper  ________   Carpet   _____   Furniture  ____ Bathroom  _____

6. What type of lock is on the minibar cabinet door?
         Keys        ________   Magnetic _____   Other ________   None    __X__


7. Is a detailed drawing of the cabinet available?
         Yes [ ] No [x]         Attached_____

8. Provide  dimensions  of the minibar  space;  free open space,  without  hinge
interference.

<TABLE>
<S>                                 <C>
         W x D x H in inches:       Armoires 20x21.25x28.125, Open Cardenas 19.75x18.75x31.375,
                  _________         Cardenas (suites)19.75x18.75x31.375, Cardenas 28.25x28.5x31.875

9.  Number of right and left hinged door units:            Right    N/A          Left     N/A

10. Any specific requirements of the cabinet door opening?            _______________________________________

11. What is the thickness of the shelf? (incase of an added dry section)             ________________________

12. Is the shelf removable in order to replace with our minibar with built-in section?              _________

13. What is the proposed Bartech Model and options? B41 top dry
</TABLE>



<PAGE>

Bartech(R)
automatic systems


B2) Minibar and Cabinet Specifications

1. In the case of existing wood cabinet, do you require a slider? Yes, on blonde
                                                                  armoires.

2. If minibar is to be  installed in a cabinet,  is a hole  required in the door
for the infrared? No

3. Minibar particulars: Wooden Door ___ PIP Door ____ Color ____

                        Type of Wood ____

                Is a sample of wood/color required for the hotel? ____

4. What type of handle is required for the cabinet? ____ Sample required ____

5. If minibar is stand-alone with wooden cabinet: Yes, approximately 53 units

                What type and color of wood? Cherry and Blonde

                      Finish: Gloss    x     Flat ____   Satin ____
                                     ------

B3) Unit Ventilation

1. Minimum ventilation space required:30 inches2 Yes
          Chimney Effect ___        Other  [x] (no back cover on furniture)

2. Does the furniture top contain a marble plate or a mirror? Yes

3. How is it attached?  Molded marble top is glued to cabinet. Is it possible to
   dismount it? No Create an exhaust exit? Yes

                  Use space below to provide drawing:

--------------------------------------------------------------------------------








--------------------------------------------------------------------------------

<PAGE>

Bartech(R)
automatic systems

B4) Electrical

1.       Verify  electrical  outlet is 110 VAC/60 Hz, with safety ground:
         Yes [X]  No ____

         If no, explain: _______________________________________________________

B5)      Computer and PMS Information

1.       PMS Company: Encore

2.       Year of  Purchase:  Version/Release  IP Manager to  provided at a later
         time ________ Platform N/A

3.       Pay TV  System:  On Command  Video.  Is system on 1 Coax  network  ____
         Several networks [X]


4.       Where will the PC with application be located? Ice Room, pacific level.

5.       Is a telephone line accessible for our dial-in Maintenance? Telephone
         line will need to be run.

6.       Where will CPU be located? Ice Room, pacific level.

7.       If twisted  pair will be  utilized,  where is the main  terminal  block
         located? ___________

8.       If MATV will be utilized,  where are the amps (for system tap) located?
         MATV room, located on the pacific level.

9.       Map/explain  juxtaposition of the PC, CPU and MATV Tap location/twisted
         pair terminal block.  Include  approximate lengths for cable runs. MATV
         room

10.      Does the hotel have a network? Yes What type? T1, static addresses

11.      What are the requirements for the front desk interface?

                Is minibar graphic required? No  Hot Key required? No

                Is   hotel   network    accessible?    Yes,   with   Controllers
                authorization.

12.      Is there a requirement for the application anywhere other than the host
         PC? Yes

                List locations:       Possible the front desk.

                Is the network available? Yes, with Controllers authorization.


<PAGE>

C) Twisted Pair and MATV Requirements

C1) UTP

1. Where is the telephone jack or dedicated minibar jack located?  ____________

2. If no  jack/extra  pairs  at  telephone  jack  in  room,  indicate  location:
   _______________________________

3. What is the length of cable required to the minibar? _________________

Draw an overview  of the room,  marking  the jack or pair  location  and minibar
location.

--------------------------------------------------------------------------------







--------------------------------------------------------------------------------


4. What type of baseboard is used in the room? _________________________________

5. How is the carpet attached? _________________________________________________

6. Does necessary space exist to run the cable? ________________________________

7. Does the room have a false ceiling? _________________________________________

8. Is  access to the  minibar  (for  power/network)  available,  or is  drilling
   necessary? ____________

Additional Comments:

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------




<PAGE>

Bartech(R)
automatic systems


C2) MATV

1. Check the coax and determine the transmit/receive frequencies for the Pay TV:

                Transmit     115.25 MHz
                Receive      13 MHz

            **Note that Bartech standard frequencies are 53Hz/17Hz**

2. Will a splitter/tap  be required from the wall socket?  Yes.  Recommended tap
   value? 3 db or 6db.

3. What is length of cable required for the minibar? Minimum of 2-ft.

4. If accessible, note the type of cable and connectors in use for the TV. RG 59
   and 6, with multi connectors.

5. If no Pay TV on site, list the make, model and type of TV amplifiers (Note if
   bi-directional)

Draw an overview of the room, marking the TV/jack location and minibar location.

--------------------------------------------------------------------------------












--------------------------------------------------------------------------------

9. What type of baseboard is used in the room? Carpet.

10. How is the carpet attached? Tack board.

11. Does necessary space exist to run the cable? Yes, along the baseboard.

12. Does the room have a false ceiling? No.

13. Is access to the  minibar  (for  power/network)  available,  or is  drilling
    necessary? Two of the room design have power and network accessibility.  The
    other  two room  designs  have  power,  but  network  accessibility  is only
    possible if the coax is wrapped around the room to the minibar location.

Additional  Comments:  Movie system is three, two truck junior racks. Test movie
system  forward at the TV.  Room 1708 and 1645 at -2 db. Room 802 at 14 db, room
856 at 2 db, room 218 at 7 db. Test movie  system  return  using 13 db at launch
amplifiers. Rack A & B 23db, and rack C 15db.

<PAGE>

Bartech(R)
automatic systems

D) Minibar Product Specification

1.  How many drinks and snacks are required (in total): _______________

<TABLE>
<S>                               <C>                        <C>
    List sizes:   Big Bottles:    Height     ___________     Diameter     _____________

                  Little Bottles  Height     ___________     Diameter     _____________

                  Other Bottles   Height     ___________     Diameter     _____________

                  Aluminum Cans   Height     ___________     Diameter     _____________

                  Miniatures      Height     ___________     Diameter     _____________
</TABLE>

         List Dry Goods:  ______________________________________________________


                          ------------------------------------------------------

                          ------------------------------------------------------

                          ------------------------------------------------------

         List Carton
         Additional items: _____________________________________________________

                          ------------------------------------------------------

                          ------------------------------------------------------

         Additional
         Comments:        ______________________________________________________

                          ------------------------------------------------------

                          ------------------------------------------------------

                          ------------------------------------------------------


<PAGE>

Bartech(R)
automatic systems

                                MODELS AND SIZES

<TABLE>
<CAPTION>
---------------------------- ---------------------- ------------------------------------------------------------------
           MODEL                   CAPACITY                                    DIMENSIONS
                                                                           (Listed in inches)
---------------------------- ---------------------- ------------------------------------------------------------------
<S>                          <C>                   <C>
                                                                          570mm x 400mm x 485mm
            B32              40 LITERS                                 221/2H x 153/4W x 19 1/8 D
---------------------------- ---------------------- ------------------------------------------------------------------
                                                                          570mm x 450mm x 485mm
            B41              50 LITERS                                 221/2H x 173/4W x 19 1/8 D
---------------------------- ---------------------- ------------------------------------------------------------------
                                                                           570mm 520mm x 485mm
            B46              60 LITERS                                 221/2H x 201/2W x 19 1/8 D
---------------------------- ---------------------- ------------------------------------------------------------------
                                                                          650mm x 450mm x 485mm
            H41              60 LITERS                                25 5/8 H x 173/4W x 19 1/8 D
---------------------------- ---------------------- ------------------------------------------------------------------
                                                                         650mm x 520mm x 485 mm
            H46              75 LITERS                                25 5/8 H x 201/2W x 19 1/8 D
---------------------------- ---------------------- ------------------------------------------------------------------
</TABLE>

For Side Dry, add 5 15/16" (150mm)  For Double Side Dry, add 11 7/8" (300mm)
For Top Dry, custom sizes?          For Double Top Balcony, add 8 11/16" (220mm)


         Model Chosen:         B41

         Type Chosen:
                 Built-in:    Yes      Stand Alone: Yes, approximately 53 units.

         Options:

         Basic                         Yes     Electronic LockYes

         Laid Down Bottles             Yes     Door Balconies   Yes

         Big Bottles on Balcony        ____    Interior Light   Yes

         Side Dry Section              ____    Top Dry Section  Yes

         Double Balcony                ____    Other _________


Additional Comments:

         Hotel staff upon  authorization of the contract will provide additional
information.

<PAGE>


EXHIBIT 3.1(2)                      COMMERCIAL SURVEY REPORT


CONFIDENTIAL                                            __________________, 2003


--------------------------------------------------------------------------------
                               HOTEL QUESTIONNAIRE
--------------------------------------------------------------------------------

Following the Questionnaire a Feasibility Study and Revenue  Projections will be
produced.


--------------------------------------------------------------------------------

HOTEL:  __________________________   Managed by: _______________________________

Owned by: _____________________________________________________________________

Address:  ______________________________________________________________________

Location: (Downtown, Suburban, Airport, Resort Area, etc.) _____________________

New /Old Construction:____  Last Renovated in ______ Major Renovation Planned___

Tel:________________       Fax:______________                 Web Address_______

--------------------------------------------------------------------------------



--------------------------------------------------------------------------------
Contact Person: _______________________     Position: ______________________

Tel:_______________        Fax:_____________         Email___________________

Contact Person: _______________________     Position: ______________________

Tel:_______________        Fax:_____________         Email___________________
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Hotel's Rank & Standing:  ___________________  (* Stars; Upscale; Deluxe...)

Direct Competitors:  ____________________________      _________________________

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Total Number of Rooms:     ___________

Number of Rooms by Type:      Suites: _____ Deluxe: _______        _________: __

----------- : ----------        ------------:  ----------------        ---------
--------------------------------------------------------------------------------


<PAGE>


General Statistics & Market Demographics             CURRENCY:_____

--------------------------------------------------------------------------------

Yearly Average Occupancy in 2000:_______       Average Daily Room Rate in 2000:_

Yearly Average Occupancy in 2001:_______       Average Daily Room Rate in 2001:_

Yearly Average Occupancy in 2002:_______       Average Daily Room Rate in 2002:_

Projected Yearly Occupancy  2003: _______       Projected Daily Room Rate 2003:
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Average Length of Stay :  ___________  days

--------------------------------------------------------------------------------


-------------------------------------------------------------------------------
Market Demographics

Business: ____%       Individuals:   ____%           Domestic:  _____%

Leisure:  ____%       Groups:        ____%           European:  _____%

          ----        Airline Crews: ____%           USA:       _____%
          100%
                                  -------            Others:    _____%
                                      100%
                                                                -----
                                                                  100%
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Labor Cost for a minibar attendant, including all benefits:

 _______  per Hour                   ____________  Average monthly


Any Union or Collective agreements ? ___________________________________________

Constraints & Restrictions relating to minibar attendants?  ____________________


--------------------------------------------------------------------------------
Does Hotel offer complimentary Mineral Water?:   ________       if Yes:

To all Guests ________? To a specific Room type & Type of Guest (members) ______

Every day or on check-in only?  ____________ Chain Policy or Hotel's own Policy?

--------------------------------------------------------------------------------



<PAGE>

--------------------------------------------------------------------------------
Does Hotel offer  complimentary  Food & Beverage  amenities  other than  Mineral
Water?
--------------------------------------------------------------------------------


Does Hotel offer complimentary Coffee Service in the rooms? _____ all rooms? ___


--------------------------------------------------------------------------------
Does  Hotel have Club  Floors &  Executive  Floors  where  complimentary  Food &
Beverage  are served?  ______ if Yes,  Location:  _____________________  Service
Hours from: ____ to:___

How many such Club-floors? ________     How many such Club-rooms?: __________

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Does Hotel Have Vending Machines? _______      If Yes, What is sold ____________

Yearly Revenues from Vending Machines  _________________________________________

Their Location(s): _____________________________________________________________

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

Does Hotel have a  preferred  & exclusive  vendor  agreement  with soft drinks &
Beverage suppliers, Alcoholic Beverage Vendors? ___________________________


Any restrictions to sell Alcoholic Beverages in Hotel rooms: ___________________

Does Hotel have a special Liquor License? ______________________________________

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Does Hotel offer 24 Hours Room Service?  _______,   If not, Room Service Hours:

Price of mineral Water offered by Room Service: ________

Price of Cola / Diet Cola Product offered by Room Service: _________

Service Surcharge by Room Service:  ____________

Please attach a copy of the Room Service Menu
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

Type of Property Management System (PMS) used by the Hotel: ____________________

Type of TV & Pay TV & Video on Demand system used by Hotel: ____________________

Type of door-lock system / Access Control to guest-rooms: ______________________
--------------------------------------------------------------------------------



<PAGE>


--------------------------------------------------------------------------------
Minibars currently installed in the Hotel?

If Yes, Since ____ Type of minibar _________ Number of minibars: ________

Minibars are in armoires? ___________   Standalone Units? ___________

Location of minibars in the Rooms:  ___________________________________________


Average minibar Sale per Occupied Room per Day,  current  Year___  Previous
Year ___

Average minibar Sale per Available Room per Day,  current  Year_______  Previous
Year _______

Allowance &  Rebates, current Year:  _______ %       Previous Year: ______ %

Cost of Goods, current Year:  ________ %        Previous Year:  ______ %

Department in charge of minibar refills: ______________________________________

Number of minibar attendants: _______   When do they refill / how often: _______


Please attach your current Minibar Menu
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Dedicated  Office & Storage Space for  Outsource  Operator (1 room or 2 separate
rooms)
Need minimum 25 square meters for up to 400 rooms Hotel
Need minimum 35 square meters for up to 800 rooms Hotel

Location(s) offered: _________________________________________________________


Access to Service Elevators: _______________   Access to Supplies: ___________

Air-conditioned: __________   Phone Lines (Internal / External): _____________

Locks / Security / Access to rooms(s) ________________________________________

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Any difficulties to access any of the floors / rooms with the refill trolley?:__

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
What type of pagers / beepers is the Hotel using: __________________
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Hotel's "no-credit"/"no-extras" policy  for  certain
groups/day-use/Aircrews, etc.

How extensive is this?;  what specific groups?: ________________________________

--------------------------------------------------------------------------------

<PAGE>

Exhibit 3.2a



                                FORM OF DETAILED
                             TECHNICAL SURVEY REPORT


Report and Recommendations  following a detailed,  room by room technical survey
of ________________________________ Hotel.



--------------------------------------------------------------------------------



                    Attach form of detailed technical Survey




--------------------------------------------------------------------------------




In the event that the Detailed Technical Survey Report will be judged by Bartech
to be identical to the General Technical Preliminary Survey Report, that Bartech
has already delivered to HOMI, Bartech will inform HOMI, in writing, of the fact
that the rooms & room types / furniture / wiring  infrastructure,  are identical
in all rooms & room types, and remain unchanged since the Preliminary  Technical
Survey and therefore there is no need to conduct an additional detailed, room by
room survey.


--------------------------------------------------------------------------------
                       Written notice from Bartech to HOMI
--------------------------------------------------------------------------------

<PAGE>

Exhibit 3.2c

                                     SAMPLE
                          OUTSOURCE SERVICES AGREEMENT




--------------------------------------------------------------------------------
                                 Attached hereto
--------------------------------------------------------------------------------



A sample form of the kind of Outsource  Services  Agreement which HOMI may enter
into with Hotels is attached hereto, is confidential and for Bartech's eyes only

<PAGE>


COFIDENTIAL
                                                         _________________, 2003







                 INSTALLATION AND OUTSOURCE OPERATION AGREEMENT




                                 BY AND BETWEEN


      HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC. (European Subsidiary)


                                       AND


                                     (HOTEL)

                           --------------------------

                 doing business as _____________________________





                          DATED ______________________


<PAGE>




                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
SECTION NUMBER AND HEADING                                                                              PAGE
--------------------------                                                                              ----
<S>                                                                                                       <C>
1.     Definitions and Construction........................................................................1

       1.1    Defined Terms................................................................................1
       1.2    Preamble and Attachments.....................................................................3
       1.3    Construction.................................................................................3

2.     Representations and Warranties of the Parties.......................................................3

       2.1    Mutual Representations and Warranties........................................................3
       2.2    Representations and Warranties of the Hotel..................................................4
       2.3    Representations and Warranties of the Company................................................4

3.     Installation of the Units...........................................................................4

       3.1    Type of Installation.........................................................................4
       3.2    Date of Installation.........................................................................5
       3.3    Acceptance of Units..........................................................................5
       3.4    PMS Interface................................................................................5
       3.5    Undertakings by the Hotel....................................................................5

4.     Maintenance and Operation of the Units..............................................................6

       4.1    Maintenance..................................................................................7
       4.2    Operation....................................................................................7
       4.3    Operators....................................................................................8
       4.4    Undertakings by the Hotel....................................................................8
       4.5    Manual Posting...............................................................................9

5.     The Products.......................................................................................10

       5.1    Nature of Products..........................................................................10
       5.2    Agreed Price of Products....................................................................10
       5.3    Alcoholic Beverages.........................................................................10

6.     Promotion..........................................................................................10

       6.1    Active Promotion............................................................................10
       6.2    Passive Promotion...........................................................................10

7.     Consideration; Revenue Sharing.....................................................................11

       7.1    Revenue Sharing.............................................................................11
       7.2    Method of Payment...........................................................................12
       7.3    Deductions from Gross Revenue for Calculation of Net Revenue................................12
       7.4    Reports and Accounts........................................................................14
       7.5    Fundamental Condition.......................................................................14
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
SECTION NUMBER AND HEADING                                                                              PAGE
--------------------------                                                                              ----
<S>                                                                                                       <C>
8.     Term and Termination...............................................................................14

       8.1    Initial Term................................................................................14
       8.2    Subsequent Terms............................................................................14
       8.3    Changes in Hotel Management or Ownership....................................................15
       8.4    Termination for Cause.......................................................................15

9.     Purchase Option....................................................................................16

       9.1    Exercise of Purchase Option.................................................................16
       9.2    Option Price................................................................................16
       9.3    Effect of Exercise..........................................................................16
       9.4    Expiry of Purchase Option...................................................................17

10.    Proprietary Rights.................................................................................17

       10.1   Confidentiality and Ownership...............................................................17
       10.2   No Grant of Rights..........................................................................17

11.    Limited Warranty...................................................................................17

       11.1   Warranty....................................................................................17
       11.2   No Other Warranty...........................................................................17

12.    Miscellaneous......................................................................................18

       12.1   Notices.....................................................................................18
       12.2   Retention of Title..........................................................................18
       12.3   Insurance...................................................................................18
       12.4   Adjustment of Quantity of Units.............................................................19
       12.5   Rights of Company Representatives...........................................................19
       12.6   Assignment..................................................................................19
       12.7   Entire Agreement............................................................................19
       12.8   No Joint Venture or Partnership.............................................................19
       12.9   Further Assurances..........................................................................20
       12.10  Amendments, Modifications...................................................................20
       12.11  Severability................................................................................20
       12.12  Failure or Delay............................................................................20
       12.13  Governing Law and Jurisdiction..............................................................20
       12.14  Counterparts; Facsimile Signatures..........................................................20
</TABLE>



<PAGE>



                                     DRAFT

THIS INSTALLATION AND OUTSOURCE OPERATION  AGREEMENT,  dated as of __________ o,
2003  (this   "Agreement"),   by  and   between   HOTEL   OUTSOURCE   MANAGEMENT
INTERNATIONAL, INC., (European Subsidiary) _____________________ (the "Company")
and     ___________________,     ("______________")     doing     business    as
__________________,  of ____________________  (the "Hotel") (each of the Company
and the Hotel a "Party" and collectively the "Parties").


                                   WITNESSETH:

WHEREAS,

(A)      _______ is the  manager and  operator  of the Hotel,  and has been duly
         authorized by the Hotel owner to enter into this Agreement as its agent
         for and on its  behalf,  such  that  the  Hotel  will be  bound by this
         Agreement  for all  intents  and  purposes  as if it had  executed  the
         Agreement  itself  and the  obligations  of the Hotel  herein  shall be
         deemed joint and several obligations of _______ and the Hotel; and

(B)      The Hotel has requested that the Company install,  maintain and operate
         the  Units  (as  defined  below) in the  Hotel,  pursuant  to the terms
         hereof; and

(C)      The  Company is willing to install,  maintain  and operate the Units in
         the Hotel,  pursuant to the terms hereof,  and shall purchase the Units
         solely for this purpose; and

(D)      The  Parties  wish to enter into this  Agreement  in order to set forth
         their  mutual  understandings  and  undertakings  in  relation  to  the
         installation, maintenance and operation of the Units in the Hotel.

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

1.       Definitions and Construction

1.1      Defined Terms

         The  following  terms used in this  Agreement  shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):

"Agreed  Price"  shall have the  meaning  ascribed  to such term in Section  5.2
below.

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

"Approved  Discount Upper Limit" shall have the meaning ascribed to such term in
Section 7.3.5 below.

"Approved  Discount"  shall have the  meaning  ascribed  to such term in Section
7.3.3 below.

"Approved  Rebate Upper  Limit" shall have the meaning  ascribed to such term in
Section 7.3.2 below.

"Approved  Rebate" shall have the meaning ascribed to such term in Section 7.3.1
below.

"Business  Day" means any regular  working day that is not Saturday,  Sunday,  a
legal  holiday  or  other  day on which  banks  are  required  to be  closed  in
____________________.

"Cabinets" shall have the meaning ascribed to such term in Section 3.1.1 below.

"Company  Computer"  means the  Company's  computers  located  in the Office (as
defined below).


<PAGE>

"Company's  Share"  shall have the  meaning  ascribed  to such term in Section 0
below.

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

"Discount Sales" shall have the meaning ascribed to such term in Section 7.3.4.1
below.

 "Employee  Discount  Sales"  shall have the  meaning  ascribed  to such term in
Section 7.3.4.2 below.

"Energy  Costs"  shall have the meaning  ascribed to such term in Section  4.4.9
below.

"First  Installation  Date"  shall  have the  meaning  ascribed  to such term in
Section 3.2 below.

"Gross Revenue" means all revenue on the basis of the Product (as defined below)
billing  data  recorded  by the  Company  Computer,  calculated  on the basis of
consumption  of Products,  multiplied  by the Agreed  Price for those  Products,
before deduction of Approved Rebates and/or Approved Discounts.

"Hotel's Share" shall have the meaning ascribed to such term in Section 0 below.

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

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

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

"Industry Standards" shall have the meaning ascribed to such term in Section 4.1
below.

"Initial  Term"  shall have the  meaning  ascribed  to such term in Section  8.1
below.

"Injured  Party"  shall have the  meaning  ascribed  to such term in Section 8.4
below.

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

"Interface" shall have the meaning ascribed to such term in Section 3.3 below.

"Maintenance  and  Operation"  shall have the  meaning  ascribed to such term in
Section 4 below.

"Malfunction  Notice"  shall have the  meaning  ascribed to such term in Section
4.4.1 below.

"Manufacturer's  Warranty"  shall  have the  meaning  ascribed  to such  term in
Section 11.1 below.

["Measurement  Period"  shall have the meaning  ascribed to such term in Section
7.1.1.1 below.]

["Net  Revenue  Bonus  Target"  shall have the meaning  ascribed to such term in
Section 7.1.1.1 below.]

"Net  Revenue"  means Gross  Revenue,  less  Approved  Rebates  and/or  Approved
Discounts.

"Office" shall have the meaning ascribed to such term in Section 3.5.4.1 below.

"Operators" shall have the meaning ascribed to such term in Section 4.3.1 below.

"Option Assets" shall have the meaning ascribed to such term in Section 9 below.

"Option  Price"  shall have the  meaning  ascribed  to such term in Section  9.2
below.

"Option  Station" shall have the meaning  ascribed to such term in Section 9.1.1
below.

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

"PMS" shall mean the property management system employed by the Hotel.

"Products" shall have the meaning ascribed to such term in Section 5.1 below.

"Purchase  Option"  shall have the  meaning  ascribed  to such term in Section 9
below.

"Rooms" means rooms in the Hotel.


<PAGE>

"Service Rooms" shall have the meaning  ascribed to such term in Section 3.5.4.3
below.

"Start-Up  Date" means the date of  commencement  of full  operation  of all the
Units at the Hotel,  following  completion of Installation,  which date shall be
agreed  upon in  writing  by the  Parties  prior to  Maintenance  and  Operation
commencing.

"Storage Room" shall have the meaning  ascribed to such term in Section  3.5.4.2
below.

"Subsequent  Term" shall have the meaning ascribed to such term in Section 8.2.1
below.

"Term of the  Agreement"  shall mean the entire term during which this Agreement
remains in force, commencing with the date hereof and culminating on termination
hereof.

"Turnkey  Installation Price" shall have the meaning ascribed thereto in Section
9.2 below.

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

"Units" means _______  Bartech(TM) minibar units,  whether  free-standing or for
cabinet installation, of the kind described in Exhibit 1.1 hereto.

"User"  means  anyone  that uses the  Units  with a view to  consuming  Products
offered for sale therein,  including  Hotel guests,  employees etc. 1.2 Preamble
and Attachments

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

1.3      Construction

         The headings used in this  Agreement are for  convenience  of reference
only and will not be used in the construction of this Agreement.  Any use of the
word  "including"  in this Agreement  shall be construed as meaning  "including,
without limitation",  unless expressly stipulated to the contrary.  All pronouns
contained herein, and any variations  thereof,  shall be deemed equally to refer
to the masculine,  feminine or neutral,  singular or plural,  as the context may
require.

2.       Representations and Warranties of the Parties

2.1      Mutual Representations and Warranties

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

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

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

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

              2.1.3.1  conflict  with  or  result  in a  breach  of  any  of the
provisions of its Incorporation Documents;


<PAGE>

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

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

         2.1.4 it has fully  examined  all  aspects  of this  Agreement  and the
transactions  contemplated  thereby and is not entering into it in reliance upon
any  representation  of the other Party as to any prospects of  profitability or
commercial success of the venture, nor has it received any such representation.

         2.2 Representations and Warranties of the Hotel

         The Hotel hereby represents and warrants to the Company as follows,  in
recognition of the fact that the Company is entering into this  Agreement  inter
alia in reliance upon these representations and warranties:

              2.2.1 it has ______  Rooms in which the Units are to be  installed
and will maintain _________ Units during the Term of the Agreement;

         2.3 Representations and Warranties of the Company

         The Company hereby represents and warrants to the Hotel as follows,  in
recognition  of the fact that the Hotel is entering  into this  Agreement  inter
alia in reliance upon these representations and warranties:

              2.3.1  it  owns  rights  in   ______________________  to  install,
maintain and operate minibars manufactured by Bartech System International Inc.;

              2.3.2 all of the Units  will be  manufactured  by  Bartech  System
International  Inc.  and the  Company is  purchasing  the Units  solely for this
purpose of performing its obligations herein.

3. Installation of the Units

3.1 Type of Installation

         The Hotel hereby requests from the Company,  and the Company agrees, to
install the Units in the Hotel,  in whichever  Rooms the Hotel shall  specify in
writing, as follows (the "Installation"):

         3.1.1 for  Rooms  which  contain  cabinets  which  are in  satisfactory
condition  and  working  order and which are  sufficiently  ventilated  for heat
dispersion  purposes  ("Cabinets"),  the Company  shall install the Units in the
Cabinets;

         3.1.2 in Rooms where there are no  Cabinets,  the Company  will install
free-standing  Units. The Company will as far as possible match the color of the
free-standing  Units to compliment the existing Room  furnishings.  The color of
the Cabinets shall be subject to _______'s prior approval.


<PAGE>

3.2 Date of Installation

         The Company shall commence Installation at the earlier of ____________,
or upon the expiry of 90 (ninety) days from the  execution of this  Agreement by
both Parties (the "First Installation  Date"),  subject to the prior fulfillment
of the Hotel's  undertakings set forth in Section3.5  below. The Installation is
scheduled  to take  between 10 and 15  Business  Days,  provided  that it is not
interrupted  at the specific  written  request of the Hotel.

3.3  Acceptance of Units

         Within five (5) days of receiving  notification from the Company of the
installation  of all the Units at the Hotel,  Hotel  shall  notify  Company,  in
writing,  of any Units rejected due to a nonconformity or defect in terms of the
specifications  set forth in Exhibit 1.1.  Company shall use its best efforts to
remedy any such  nonconformity  or defect  within  thirty (30) days of receiving
said written  notification  from Hotel.  Failure of the Hotel to provide Company
with notice of any such  nonconformity  or defect in any Units  within said five
(5) day period shall be deemed acceptance by Hotel of the Units as being in good
working order.

3.4      PMS Interface

         The  Company  will  interface  the Units with the PMS,  via the Company
Computer, subject to the Hotel providing the necessary assistance and support as
set forth in Section 3.5.3 below, said interface to have the functions set forth
in Exhibit 3.3 hereto (the "Interface").  The Interface developed by the Company
will be the  property  exclusively  of the  Company;  provided  that any and all
information,  software,  data,  support and assistance that _______  provides to
Company shall remain the exclusive property of _______.

3.5 Undertakings by the Hotel

         In connection  with the  Installation,  the Hotel hereby  undertakes to
perform  the  following  actions,  to be  completed  no  later  than  the  First
Installation  Date,  in  recognition  of the fact that the Company will commence
Installation only after the Hotel has duly fulfilled these undertakings:
3.5.1 to ensure that all Rooms in which it wishes the  Company to install  Units
in cabinets, contain Cabinets, and to ensure that all Rooms, whether or not they
have  Cabinets,  are equipped  with the items set forth in Exhibit

         3.5.1 hereto;

         3.5.2 to remove any existing minibars from the Rooms;

         3.5.3 to obtain the consent and cooperation of the PMS supplier for the
Interface,  including  for any  requisite  adaptation or addition of code or the
like which the Company may perform and  including  in relation to the  functions
listed in Exhibit  3.3, of which the Hotel will furnish a copy in advance to the
PMS  supplier,  and to pay any and all license fees or other charges of any kind
due to the PMS  howsoever  in  connection  with  said  Interface;  and to liaise
between  said  supplier  and the  Company  in order to ensure  that the  Company
receives the supplier's cooperation to facilitate the Interface;

         3.5.4 to arrange and place at the Company's disposal,  to remain at the
Company's   disposal   throughout  the  Term  of  the  Agreement,   one  or  two
air-conditioned  rooms in the Hotel,  of no less than 25 square  meters in area,
being connected to the Hotel's UPS line and having at least one internal and two
external  telephone lines (both of them long distance and international and able
to carry a modem connection  between the Company Computer and the Company's head
office, with the expenses associated with such lines being paid by the Company),
all the foregoing to be approved in advance by the Company, as follows:

              3.5.4.1 an office,  for the purpose of housing and  operating  the
Company  Computer  and other  Company  administration  in  connection  with this
Agreement,  (the  "Office");  the Office shall be located in the o Room on the o
Level; and


<PAGE>

              3.5.4.2 a storage room, for the purpose of storage of Products and
Units and  ancillary  equipment,  parts and fittings and the like, in connection
with the  Company's  duties under this  Agreement,  (the  "Storage  Room");  the
Storage Room shall be located in the o Room on the o Level;

              3.5.4.3 the Office and Storage  Room  (collectively,  the "Service
Rooms") will be placed at the Company's disposal, without charge, as an integral
part of this Agreement and in order to facilitate  the Company's  performance of
its obligations under this Agreement, and they shall not be deemed rented to the
Company and no kind of  lessor-lessee  relationship  shall  subsist  between the
Hotel and the Company in connection thereto;

              3.5.4.4  the  Company  shall have the sole rights of access to the
Service  Rooms,  which will have locks (of VingCard or  equivalent  type,  which
record entry data) to which the Company  alone,  or its  representatives,  shall
have keys,  provided  however,  that a special key to the Service Rooms shall be
held by the Hotel,  to enable  access  thereto in the case of emergency  such as
fire,  flood or other  similar  emergency and the Hotel hereby agrees not to use
such key for any other  purpose  and in any event  only  after it has made every
reasonable  effort to obtain the Company's advance written consent for such use;
notwithstanding  the  foregoing,  Hotel may  access  the  Service  Rooms to make
non-emergency  repairs and to maintain the Hotel,  after  coordination  with the
Company;

         3.5.5  to  place at the  Company's  disposal  a  sufficient  number  of
complimentary Rooms for the Company's technicians and representatives, to remain
at the Company's disposal until completion of the Installation;  Incidentals are
specifically  excluded  from  this  Agreement;  Company  agrees  to pay for room
service,  food & beverage,  movies,  laundry or other charges in connection with
the room nights;  the room nights are for standard rooms only and do not include
suites  or  upgrades;

         3.5.6 in general to offer such other  assistance and cooperation as may
reasonably   be  required  in  order  to  assist  the  Company  to  perform  the
Installation in accordance with this Agreement.

4. Maintenance and Operation of the Units

The Hotel hereby  requests from the Company,  and the Company agrees to maintain
and operate the Units,  following the  Installation,  in the manner set forth in
this Section 4 (the "Maintenance and Operation").


<PAGE>

4.1 Maintenance

         The Company will  maintain the Units,  following the  Installation,  in
accordance  with the  standards and practices  which it  customarily  applies to
luxury hotels around the world,  and in  accordance  with the highest  levels of
arms-length service provided for this kind of product in the industry ("Industry
Standards"),   such   maintenance   and  operation  to  include  the  repair  or
replacement,  at the Company's  discretion,  of any malfunctioning Unit; to this
end, the Company will stock sufficient spare parts,  fittings and minibar units,
so far as  possible  on  premises,  in the Storage  Room;  the Company  shall be
entitled,  as a temporary  measure,  to install a manual minibar  instead of any
malfunctioning Unit that is undergoing repair. Notwithstanding the foregoing and
for avoidance of doubt, it is hereby agreed that during hours when the Company's
maintenance  staff are not at the Hotel, or in the event of a User making direct
application  to the Hotel's  Engineering  Department  with a  complaint  of Unit
malfunction,  the Hotel's Engineering Department will perform a basic inspection
of the status of the Unit, such as ensuring that it is properly connected to the
electricity  and the  like,  and will  issue  the  Company  with a report of its
findings.  If the Unit is still  malfunctioning,  the  Company  will  repair  or
replace the Unit in accordance with the provisions set forth in this Section 4.1
above.

4.2 Operation

         The Company  will operate the Units,  following  the  Installation,  in
accordance  with the  standards and practices  which it  customarily  applies to
luxury hotels around the world,  and in accordance  with Industry  Standards and
the Company will likewise comply with any and all applicable laws upon receiving
written notice by the Hotel of applicable  terms,  such operation to include the
following actions and procedures (the "Unit  Operation"):

         4.2.1 Operators will,  twice a day,  subject to Company  procedures and
policies,  on the basis of  information  received  from the Units by the Company
Computer, examine whichever Units have recorded consumption of Products or other
pre-defined anomalies, in order to refill Products and/or check the Unit status,
as applicable;

         4.2.2  once  a  day,  the  Company  will  perform  a  general  accounts
reconciliation  with the Hotel's front desk or other designated  staff, in which
the Gross Revenue and Net Revenue data recorded in the Company  Computer and the
PMS will be reconciled,  including the  identification  of Approved  Rebates and
Approved Discounts;

         4.2.3 in the event of Approved Rebates regularly exceeding the Approved
Rebate Upper Limit, Company representatives will meet with Hotel representatives
in order to discuss the matter and explore  possible  procedures which the Hotel
could employ in order to keep Approved  Rebates to a minimum (without in any way
derogating from the provisions of Section 7.3.2 below);

         4.2.4 Operators will clean and service the Units as and when necessary;

         4.2.5 the Company will purchase the Products for stocking the Units, at
its own expense,  using  suppliers of its choice,  and will be  responsible  for
ensuring that there are sufficient  stocks of Products for the routine refill of
the Units;

         4.2.6 if a User shall ask that Products be removed from the Unit in his
Room (e.g. in order to use the minibar as a refrigerator), the Company shall, at
the Hotel's request, remove said Products as requested,  for an agreed daily fee
of EURO10 per room, or EURO30 per stay of up to 1 week, which fee will be deemed
for all intents and purposes an integral part of the Gross Revenue;


<PAGE>

4.3 Operators

         4.3.1 The  Maintenance  and Operation shall be performed by the Company
by means of Unit  operators  who will be trained by the Company to perform their
respective  duties (the  "Operators").  The Company  undertakes  at all times to
engage  such  Operators  as are  necessary  to enable the Company to perform the
Maintenance and Operation and the Company Computer.  It is agreed that the Hotel
will have the right, upon its written request, to interview potential Operators,
prior to their being hired,  and will be entitled to veto the recruitment of any
given candidate,  for justified  reasons which it must provide in writing to the
Company.

         4.3.2 The Operators shall be Company employees and no employer-employee
relations  shall subsist  between the Operators  and the Hotel.  The  Operators'
terms of employment (including wages, dismissal etc.) shall be determined by the
Company,   provided  however  that  these  terms  shall  be  in  line  with  the
_____________ Employee Handbook.

         4.3.3  The  Company  undertakes  to  cause  the  Operators  to  conduct
themselves in accordance  with the written rules and  regulations  issued by the
Hotel in respect of Hotel employees,  mutatis  mutandis.  The Company agrees, to
the extent so permitted under the applicable terms of employment, to dismiss any
Operator who, according to written and substantiated  notification  delivered to
the  Company  by the  Hotel,  has  behaved in  material  contravention  of Hotel
procedure.

         4.3.4 The Operators shall wear the customary uniforms which are worn by
employees of the Hotel.

         4.3.5 The Hotel has granted its consent that the Company be  permitted,
but not  obliged,  to engage,  as  Operators,  existing  employees  of the Hotel
(whether full-time or part-time  employees),  without in any way derogating from
the other provisions of this Section 4.3 above, and, all things being equal, the
Company will give this matter favorable consideration, on an ad hoc basis.

         4.4 Undertakings by the Hotel

         In connection  with the  Maintenance  and  Operation,  the Hotel hereby
undertakes  to  perform  the  following   actions,   as  of  completion  of  the
Installation, in recognition of the fact that the Maintenance and Operation will
be dependent inter alia upon the Hotel's performing these actions:

              4.4.1 to ensure  that at all times no less than 5 manual  minibars
will be available to the Company,

              4.4.2  to  provide  the  Company  with   written   notice  of  any
malfunctioning   Unit,  as  soon  as  possible  after  becoming  aware  of  such
malfunction,  in order to facilitate  the repair or  replacement of such Unit by
the Company as set forth in Section 4.1 above (a "Malfunction Notice");

              4.4.3  to  allow  and  facilitate,  at  least  twice  a day  if so
requested  by the Company or an Operator,  and for a reasonable  period of time,
access by the Operators to the Rooms, for the purposes set forth in Section

              4.2.1  above,  except  when  the  User  has  demanded  not  to  be
disturbed;  if  the  Operators  have  no  access  to  any  given  Room,  due  to
do-not-disturb,  for more than 24 consecutive hours, the Hotel's Guest Relations
department  will notify the User and request his  permission  to refill the Unit
and will coordinate with the Operators as necessary;

              4.4.4  if the  Company  should  so  request  - to  facilitate  the
purchase of Products by the Company from the Hotel's general  suppliers,  at the
Hotel's prices and terms, or to supply  Products  directly to the Company at the
Hotel's prices and terms;


<PAGE>

              4.4.5 to provide the Company with prompt  notice of any request to
remove Products from Units and to provide the User with full  information on the
fee that will be charged for this  service,  all as  provided  in Section  4.2.6
above;  at its  discretion,  the Hotel will be  permitted,  upon receipt of such
request  by a User,  to  instead  provide  the  User  with a manual  minibar  or
refrigerator;  it is likewise  agreed that a special  solution  will be applied,
with the Parties' mutual  consent,  regarding Rooms occupied by "aircrews" as it
is  recognized  that guests of this kind often do not consume  Products from the
minibars  and often remove  Products  from the Units in order to empty the Units
for their  personal  use;  in such  cases the  Parties  will  agree on  mutually
acceptable ways to charge the aircrews, or will lock the Units in their Rooms or
find other mutually acceptable solutions;

              4.4.6 to provide  the Company  with the  Operators'  uniforms,  in
accordance  with  written  requests  to be  delivered  from  time to time by the
Company,  each  Operator to receive three sets of uniform which will be replaced
from time to time as needed,  and to clean these  uniforms on a regular basis in
accordance  with  standard  Hotel  policy;  the Hotel will  invoice  the Company
monthly for the actual cost of these uniforms and the laundry,  in the amount of
Euroo per  Operator  uniform  delivered  (Euroo for shirt;  Euroo for pants) and
Euroo per Operator  uniform  cleaned  (Euroofor  shirt;  Euroo for pants),  said
prices subject to change from time to time upon written notice to the Company;

              4.4.7 to provide  the  Company,  at its written  request,  for the
Operators' benefit,  with meals of the kind that the Hotel customarily  provides
to its own employees;  the Hotel will invoice the Company monthly for the actual
cost of meals that are in practice so requested and  provided,  in the amount of
Euroo per day per Operator,  said price subject to change from time to time upon
written notice to the Company;

              4.4.8 to provide the Company with at least 2 complimentary  pagers
(beepers)  for the  Operators,  by means of which  the  Company  will be able to
contact the Operators at all times;

              4.4.9 to make timely  payment to the relevant third parties of all
the direct  costs and expenses of the Units'  electricity  and/or other forms of
energy consumption in the Units' daily operation ("Energy Costs");

              4.4.10 to supply,  at its own expense,  the glasses,  tray, bottle
openers,  shaker spoons,  menus,  promotional material and all other accessories
related  to the  Units and to  replace,  at least  once a day,  any and all used
glasses, menus and/or other accessories;

              4.4.11 to perform at its own expense,  on behalf of both  Parties,
all the collection in respect of all sales of Products;

              4.4.12 in general to offer such other  assistance and  cooperation
as may  reasonably  be  required  in order to assist the  Company to perform the
Maintenance and Operation in accordance with this Agreement.

4.5 Manual Posting

         If the  automatic  recording,  posting and billing  system shall at any
time and from time to time be inoperative,  whether as a result of a malfunction
or other problem with the PMS, the Company Computer and/or the Interface, or for
any other reason whatsoever, the Parties will cooperate with each other and take
whatever  action  may be  necessary  in order to arrange  for manual  recording,
posting and billing, until the automatic system returns to operation.

<PAGE>


5.       The Products

5.1      Nature of Products

         The Units  will be  stocked  with food and drink  products  from a list
which the Company  will  prepare and update from time to time,  with the Hotel's
prior written approval (not  unreasonably to be withheld)  ("Products"),  with a
view to the Products being at all times of a type and standard appropriate for a
luxury hotel. The Company shall elect which specific Products the Units shall be
stocked with at any given time. Notwithstanding anything to the contrary herein,
Company agrees to stock the Units with Products from companies that have entered
into national agreements with Hotel (including,  but not limited to a soft drink
provider that is currently Pepsi-Cola),  provided that the Company shall receive
the same beneficial terms and conditions  offered by said companies  (subject to
said companies'  policies) to the Hotel for purchases of Products for the Hotel.
Details of all such current  agreements  are set forth in Exhibit 5.1 hereto and
the Hotel shall  notify  Company of any such  agreements  that are entered  into
after the date hereof.

5.2      Agreed Price of Products

         The price of the  Products to be charged to the Users shall be mutually
determined  and  revised  by the  Company  and the Hotel  from time to time,  in
advance and in  writing,  it being  agreed  that said price shall be  determined
inter alia taking into account  prices  charged by other luxury  hotels that are
equivalent  to the Hotel,  including  the hotels:  o, and  likewise  taking into
account  room-service menu prices for identical or equivalent items (the "Agreed
Price").

5.3      Alcoholic Beverages

         (Liquor License ?)


6.       Promotion

6.1      Active Promotion

         6.1.1  The  Hotel  undertakes  to  provide  written   instructions  and
descriptions  to the Users with  respect to the  operation  and  location of the
Units,  including  a sticker on the Unit door.  Such  written  instructions  and
descriptions  shall be readily  displayed in each Room or otherwise  provided to
Users.  The Company  shall design  these  instructions,  with the Hotel's  prior
written  approval (not  unreasonably to be withheld) and the Company alone shall
bear the design and printing  costs of said  instructions.  The Hotel will allow
the Company, and will facilitate,  other promotional activities at the Company's
request, all subject to advance coordination with the Hotel.

         6.1.2 Product menus,  including  Agreed Price data, will be supplied to
all Rooms fitted with a Unit.  The Hotel shall  design and provide,  at its sole
expense,  the cover/folder of the menu and the Company will provide, at its sole
expense,  the menu  inserts  listing the  Products  and Agreed Price data (to be
updated from time to time in accordance with Section 5.2 above).

6.2 Passive Promotion

         6.2.1 The Hotel  agrees not to provide  its guests as  standard  policy
with  amenities  related to soft  drinks  and  mineral  water,  as this could be
expected to have a prejudicial effect on consumption of Products from the Units.
At the same time, it is understood that the Hotel may, from time to time,  offer
certain such amenities to its V.I.P guests and/or in accordance with promotional
programs  designated by _______'s  Corporate Office, to be supplied by the Hotel
and at its expense.

<PAGE>


         6.2.2 The Hotel  undertakes not to position any vending machines and/or
soft drinks and/or snacks dispensers,  or the like, anywhere at all on any floor
on which Units are installed.

         6.2.3 For the  avoidance  of doubt,  but without in any way  derogating
from the provisions of Section

         6.2.1  above,  as may apply to  present  or  future  V.I.P./promotional
programs,  it is agreed that the Hotel may offer and sell, in the context of its
room-service,  all manner of foods,  drinks,  etc. without  limitation,  and may
provide  complimentary  food  and  non-alcoholic  beverages  to  _________  Club
members,  on Club floors,  as per normal operation of the Hotel's _________ Club
during Club hours,  all for as long as the  ________  Club (or a successor  club
operation) shall be in operation at the Hotel.

7. Consideration; Revenue Sharing

In  consideration  for  the  Installation  and  the  Maintenance  and  Operation
performed by the Company pursuant to this Agreement, the Hotel hereby undertakes
to pay the Company the consideration set forth in this Section 7 below.

7.1      Revenue Sharing

         It is hereby  agreed that all Net Revenue  shall be  distributed,  on a
monthly basis, in the following  manner,  and the Hotel hereby undertakes to pay
the Company its prescribed share of the Net Revenue, as set forth below:

         7.1.1  commencing  with the date hereof and  throughout the Term of the
Agreement,  the Hotel shall retain 12% of all Net Revenue (the "Hotel's  Share")
and  undertakes  to pay the Company the  remaining  88% of all Net Revenue  (the
"Company's Share"), subject to the following:

              7.1.1.1  if,  during the first  twelve  (12) months of the Initial
Term, or during any of the subsequent  twelve (12) month periods  throughout the
Term of the  Agreement  (each of them a  "Measurement  Period"),  the  total Net
Revenue for that Measurement Period exceeds  Euro_____________.-  (calculated on
the basis of average  daily Net Revenue of Euro2.00  per day x _____ Units) (the
"Net Revenue Bonus Target 1"), then the Company undertakes to pay the Hotel, out
of the Company's  Share, a sum equal to a further 18% (total 30%) of any and all
Net Revenue for that  Measurement  Period that is over and above the Net Revenue
Bonus  Target,  said  payment  to be  effected  no later than  thirty  (30) days
following the end of said Measurement Period, subject to all the Company's Share
for that Measurement Period having been paid to the Company;

         Example:


<PAGE>

              7.1.1.2  if,  during the first  twelve  (12) months of the Initial
Term, or during any of the subsequent  twelve (12) month periods  throughout the
Term of the  Agreement  (each of them a  "Measurement  Period"),  the  total Net
Revenue for that Measurement Period exceeds  Euro_____________.-  (calculated on
the basis of average  daily Net Revenue of Euro2.50  per day x _____ Units) (the
"Net Revenue Bonus Target 2"), then the Company undertakes to pay the Hotel, out
of the Company's  Share,  a sum equal to a further 5% (total 35%) of any and all
Net Revenue for that  Measurement  Period that is over and above the Net Revenue
Bonus  Target 1, said  payment to be  effected  no later than  thirty  (30) days
following the end of said Measurement Period, subject to all the Company's Share
for that Measurement Period having been paid to the Company;

              Example:

              7.1.1.3 if, during any Measurement  Period,  the total Net Revenue
for that Measurement Period shall be below Euro___________.-  (calculated on the
basis of average  daily Net Revenue of Euro1.5  per day x ___  Units),  then the
Hotel's  Share for that  Measurement  Period shall be decreased to 8% of the Net
Revenue for that Measurement Period, and the Hotel undertakes to pay the Company
the difference between the Hotel's Share pursuant to Section 7.1.1 above and the
adjusted  Hotel's  Share  pursuant to this Section  7.1.1.3,  said payment to be
effected in the manner set forth in Section 7.2 below, no later than thirty (30)
days following the end of said Measurement Period;

              Example:

7.2      Method of Payment

         The Hotel  undertakes  to pay the  Company's  Share to the Company,  by
means of wire  transfer to a bank account  which the Company  will  designate in
writing,  (plus VAT / Tax, if  applicable),  or by immediately  payable  company
check made out to the Company or to the Company's  order, in both cases no later
than ten (10) days following the end of each calendar  month,  in respect of the
Net Revenue for that month, against a corresponding invoice from the Company.

7.3      Deductions from Gross Revenue for Calculation of Net Revenue

         7.3.1 In the event of any query or  dispute  by a User as to the amount
he has been charged for consumption of Products (i.e. the Gross Revenue recorded
in relation to his use of a Unit),  the Hotel  shall be  permitted  to grant the
User a rebate,  at its  discretion,  provided  however that for the rebate to be
deemed an Approved Rebate, the Hotel must verify, record and validate the User's
claims in accordance with directions which it will receive from the Company, and
any such rebate must be approved and validated by the Hotel's Front Desk Manager
or Supervisor (rebates which are verified,  recorded,  validated and approved in
this manner shall be termed "Approved Rebates").



<PAGE>

              7.3.2  Approved  Rebates will be deducted  from Gross  Revenue and
will not be included in the Net  Revenue.  Notwithstanding  the  foregoing,  the
Hotel hereby agrees to ensure that Approved  Rebates in any given calendar month
during  the entire  term of this  Agreement  will not exceed 3% of that  month's
Gross Revenue (the "Approved Rebate Upper Limit"). The Hotel further agrees that
if,  notwithstanding  the foregoing and for whatever reason, the Approved Rebate
Upper Limit is exceeded in any given  month,  then 50% of the Euro amount of any
and all such excess will following  calculation of the Company's Share, pursuant
to  Section  0 above,  be  deducted  from the  Hotel's  Share  and  added to the
Company's Share.

              7.3.3  The  Hotel  shall  be  entitled  to  conduct  all  types of
promotions  and/or  discounts  relating to  consumption  of  Products  including
occasional complimentary discounts,  discounts for large groups and/or discounts
to  preferred  guests,  provided  however  that for the discount to be deemed an
Approved Discount, the Hotel must record and validate any and all such discounts
and any such  discounts must be approved and validated by the Hotel's Front Desk
Manager or Supervisor  (discounts which are recorded,  validated and approved in
this manner shall be termed "Approved Discounts").

              7.3.4  Approved  Discounts will be deducted from Gross Revenue and
will not be included in the Net  Revenue.  Notwithstanding  the  foregoing,  the
Hotel  hereby  agrees  that:  7.3.4.1  for any Gross  Revenue on which the Hotel
grants an Approved Discount, other than in accordance with Section

              7.3.4.2  below,  of 25% or more off the  Agreed  Price,  including
on-the-house offers (100% discount) (said portion of Gross Revenue, pre-Approved
Discount,  to be termed "Discount Sales"), the Hotel will, following calculation
of the Company's Share pursuant to Section 7.1.1 above,  deduct from the Hotel's
Share and add to the  Company's  Share a further  75% of the Euro  amount of all
such Discount Sales; and

              7.3.4.2  for any Gross  Revenue  on which the Hotel  grants to its
employees an Approved Discount of more than 40% off the Agreed Price,  including
on-the-house offers (100% discount) (said portion of Gross Revenue, pre-Approved
Discount,  to be termed "Employee  Discount Sales"),  the Hotel will,  following
calculation of the Company's  Share pursuant to Section 7.1.1 above,  add to the
Company's  Share a further 60% of the Euro amount of all such Employee  Discount
Sales.

              7.3.5 The Hotel  hereby  agrees to  ensure  that,  in every  month
throughout  the Term of the  Agreement  , at least 85% of all sales of  Products
will be made at the Agreed Price and will not be granted any Approved  Discount.
The Hotel further agrees that if, notwithstanding the foregoing and for whatever
reason,  Approved  Discounts  are granted in any given month on more than 15% of
all sales of Products  (the  "Approved  Discount  Upper  Limit"),  then,  at the
Company's election at its sole discretion,  either (i) any Approved Discount, of
any amount,  granted after the Approved Discount Upper Limit is exceeded will be
treated as Net Revenue,  for  distribution  among the Parties in accordance with
Section  7.1.1  above,  or (ii) all  discount  sales in excess  of the  Approved
Discount Upper Limit will be treated as Discount  Sales, in the manner set forth
in Section 7.3.4.1 above.

              7.3.6 Any and all rebates,  discounts or other  deductions,  other
than Approved  Discounts and Approved Rebates,  which the Hotel grants to Users,
will not be deducted  from Gross  Revenue and will  therefore be included in the
Net Revenue and will be fully taken into account when  calculating the Company's
Share.


<PAGE>

7.4      Reports and Accounts

         7.4.1 The Company will furnish to the Hotel the monthly  sales  reports
which are generated by the Company Computer,  in a form of the Company's design,
within five (5) days  following  the end of each calendar  month,  in respect of
Gross Revenue and Net Revenue for that month, following accounts  reconciliation
pursuant to Section 4.2.2 above, and including details of the Hotel's Share, the
Company's Share and any other pertinent  information requested in writing by the
Hotel. A sample monthly report is attached as Exhibit 7.4.1 hereto.

         7.4.2 Each Party shall have the right and shall  afford the other Party
with the  opportunity,  at  reasonably  frequency,  to inspect  and  examine all
aspects of the  accounting  related to  calculation of the Gross Revenue and Net
Revenue. It is presently anticipated that this shall occur on a quarterly basis.
7.5 Fundamental Condition

         The  provisions  of  this  Section  7 are  fundamental  to  the  entire
Agreement  and the Company is entering  into this  Agreement  wholly in reliance
upon the Hotel's fulfilling all of its undertakings  herein in a timely fashion.
Any  material  breach by the Hotel of the  provisions  of this  Section 7 above,
including  non-payment of the Company's  Share for two (2)  consecutive  months,
tardy payment of the Company's Share on three (3)  consecutive  occasions in any
twelve (12) month period, and/or any other action or omission on the part of the
Hotel which prevents,  or substantially hinders the Company's performance of its
obligations  under this  Agreement,  shall be deemed to be a material  breach of
this Agreement and the provisions of Section 8.4 below shall apply.

8. Term and Termination

8.1 Initial Term

         This  Agreement  shall  enter  into force  upon its  execution  by both
Parties hereto and shall remain in force for an initial term  culminating on the
expiry of nine (9)  years  (one  hundred  and eight  calendar  months)  from the
Start-Up  Date (the "Initial  Term").  In the event the parties fail to agree in
writing as to the Start-Up Date,  then the Initial Term shall culminate nine (9)
years and three (3) months from the date of full execution of this Agreement.

8.2 Subsequent Terms

              8.2.1  At the  end of the  Initial  Term,  if the  Hotel  has  not
exercised the Purchase Option, this Agreement shall automatically continue until
terminated  by  either  Party  upon  ninety  (90)  days  prior  written   notice
("Subsequent Term").

              8.2.2 If the Hotel does not exercise the  Purchase  Option  during
the Initial Term or the Subsequent  Term then upon  termination by either Party,
the Company shall remove all the Option Assets and the Company Computer from the
Hotel,  at the Company's  sole expense and will vacate the Service Rooms leaving
them in the  same  state  of  repair  in  which it  received  them,  subject  to
reasonable  wear and tear. The Hotel will, no later than the date of termination
of this  Agreement,  pay to the Company the  Company's  Share for the last month
immediately  preceding  termination  and the Parties will have no claims against
each other howsoever in respect of said termination.


<PAGE>

8.3      Changes in Hotel Management or Ownership

         8.3.1 In addition to any right which a Party may have to terminate this
Agreement,  whether in accordance  with the  provisions of this  Agreement or by
law, it is hereby  agreed that if the Hotel ceases to be operated and managed by
_______,  then the Hotel must  notify the  Company in writing of such within ten
(10) days of its occurring,  and the Company shall then be entitled to terminate
this Agreement, at its discretion, by means of written notice to be delivered to
the Hotel  within  sixty (60) days of  receiving  said  written  notice from the
Hotel. In such event, the Agreement will terminate upon the expiry of the fourth
calendar  month  after the date of said  notice by the  Company,  whereupon  the
Company  shall  remove  the  Units  and  all  other  equipment  related  to  the
Maintenance and Operation and, following payment to the Company of the Company's
Share for the last month  immediately  preceding  termination,  the Parties will
have no claims against each other howsoever in respect of said termination.

         8.3.2  Changes of any kind in the  ownership  and/or  management of the
Hotel shall not have the effect of  altering  any terms of this  Agreement,  nor
shall they give the Hotel,  the owners or any other  party the right to alter or
terminate this Agreement other than in accordance with its terms (if at all) and
the  Hotel  shall  not  invoke  any  claims  of  force   majeure  or  change  of
circumstances  or the  like  based  solely  on a  change  in  management  and/or
ownership.  Any new Hotel  owner  shall  assume  the  obligations  hereunder  in
writing.  Notwithstanding the foregoing, any assignment of rights or obligations
by the Hotel will be subject to the provisions of Section 12.6 below.

8.4 Termination for Cause

         In the event of a material  breach of this  Agreement by either  Party,
which is not  remedied  by that  Party  within 30 days of  receipt  of a written
notice by the second Party (the  "Injured  Party"),  the Injured  Party shall be
entitled to terminate this Agreement  forthwith and with  immediate  effect.  In
such event, the Injured Party shall be entitled to the appropriate  remedies and
relief  pursuant to applicable law,  provided  however that if the Injured Party
elects to terminate this Agreement in the wake of such breach,  then the Injured
Party must elect one of the following two remedies, whereas the other Party will
be obliged and bound to act in accordance therewith:

EITHER:

              8.4.1 to  terminate  this  Agreement,  whereupon  the  Hotel  must
immediately purchase all the Option Assets from the Company, at a price equal to
the Option Price, adjusted  proportionally to take into account the date of said
termination in relation to the immediately  preceding and immediately  following
Option  Stations,  with title therein and thereto passing to the Hotel upon said
payment  being  effected,  where  said  price  will be deemed to be:  (i) at the
Start-Up Date - 110% of the Turnkey  Installation  Price, (ii) at the end of the
twelfth  (12th)  month  following  the  Start-Up  Date  - 100%  of  the  Turnkey
Installation Price, (iii) at the end of the twenty-fourth (24th) month following
the Start-Up Date - 90% of the Turnkey Installation Price and (iv) at the end of
each subsequent  twelve (12) month period,  the price shall continue to decrease
by 10% of the Turnkey Installation Price (i.e. 80% after 36 months, 70% after 48
months  etc.),  and further  where the price as set forth in this Section  8.4.1
will be increased  by 10% if the Company is in Injured  Party and reduced by 10%
if the Hotel is the Injured Party; OR:

              8.4.2 to  terminate  this  Agreement,  whereupon  the Company must
remove all the Option Assets and Company  Computer from the Hotel and vacate the
Service  Rooms  leaving  them in the same  state of repair in which it  received
them, subject to reasonable wear and tear;


<PAGE>

         where,  in both cases,  the Hotel must,  at  termination,  complete the
payment to the Company of any Company's Share that may be due and outstanding in
relation  to any and all  months  up to  termination.  Without  limitation,  the
following shall also be grounds for termination with cause: (a) the dissolution,
liquidation,  or  termination  of the  existence  of Hotel or  Company;  (b) the
appointment of a trustee or receiver for Hotel or Company for a substantial part
of the  property of either of them,  or for the Units;  or (c) the making of any
assignment for the benefit of creditors,  whether  voluntary or involuntary,  by
Hotel or Company or the filing of any petition by or against  Hotel,  Company or
any  guarantor,  as the  debtor,  under  the U.S.  Bankruptcy  Code or any other
federal,  state,  or other laws  providing a debtor  relief with  respect to its
creditors,  all the foregoing  such as are not dismissed  within sixty (60) days
after initiation.

9.       Purchase Option

The Hotel shall, during the Initial Term and the Subsequent Term, have an option
to purchase all, but no less than all, of the Units, together with the Interface
and all other equipment set forth in Exhibit 9.2 hereto, all the foregoing on an
"as is" basis, in their actual condition at that time (the "Option Assets"),  in
the manner set forth in this Section 9 below (the "Purchase Option").

9.1      Exercise of Purchase Option

         9.1.1  At the  end of  the  thirty-sixth  (36th)  month  following  the
Start-Up Date and at the end of each twelfth (12th) month thereafter,  or at any
time during the Subsequent  Term (each,  an "Option  Station"),  the Hotel shall
have the option to purchase  the Option  Assets,  against  payment of the Option
Price.

         9.1.2  Exercise of the Purchase  Option will be by means of delivery to
the  Company of a written  exercise  notice,  to reach the  Company no less than
ninety (90) days prior to the relevant Option Station, and payment of the Option
Price to the Company, by wire transfer to the bank account designated in writing
by the Company,  to be received by the Company no later than the relevant Option
Station.

9.2 Option Price

         At the first Option Station, the option price shall be 80% of the price
termed the  "Turnkey  Installation  Price" in Exhibit 9.2 hereto  (the  "Turnkey
Installation Price"), at the second Option Station the option price shall be 70%
of the Turnkey  Installation Price, at the third Option Station the option price
shall be 60% of the Turnkey Installation Price, at the fourth Option Station the
option price shall be 50% of the Turnkey Installation Price, at the fifth Option
Station the option price shall be 40% of the Turnkey  Installation Price, at the
sixth Option  Station the option price shall be 30% of the Turnkey  Installation
Price,  at the  seventh  Option  Station  the option  price  shall be 10% of the
Turnkey  Installation  Price, and at the final Option Station (in the Subsequent
Term) the option price shall be one Euro (Euro1.00) (each of the  aforementioned
option prices, in relation to its respective Option Station, shall be termed the
"Option Price").

9.3      Effect of Exercise

         If the Hotel  exercises the Purchase Option in accordance with Sections
9.1 and 9.2 above,  including the due delivery of exercise notice and the actual
payment in full of the Option  Price,  then,  subsequent to said  exercise,  and
following  payment  to the  Company  of the  Company's  Share for the last month
immediately  preceding  the Option  Station,  title in and to the Option  Assets
shall  pass to the Hotel on the date of the  Option  Station in respect of which
the Purchase Option was exercised,  free and clear of any liens, encumbrances or
other third party rights of any kind, and this Agreement  shall at that juncture
terminate  forthwith,  with  neither  Party  having any claim  against the other
howsoever in respect of said termination.


<PAGE>

9.4      Expiry of Purchase Option
         In the event of the Purchase  Option not being  exercised in the manner
set forth in this Section 9 above in the Initial  Term or during the  Subsequent
Term, the Purchase Option shall become null and void.  Likewise,  any attempt to
exercise  the  Purchase  Option  at one of the  Option  Stations,  which  is not
performed  in  accordance  with  the  provisions  of this  Section  9 and is not
therefore  consummated,  will  result in the voiding of the  Purchase  Option in
respect  of  that  Option  Station,  and the  Purchase  Option  may not  then be
exercised until the subsequent Option Station.

10.      Proprietary Rights

10.1     Confidentiality and Ownership

         All manner of technical documents, information and/or specifications of
a confidential  nature which are furnished by one Party to the other Party shall
remain the exclusive  property of the disclosing  Party and the receiving  Party
shall be obliged and hereby  undertakes not to disclose it, in whole or part, to
any third party (except as may be required by court order, subpoena or otherwise
by law, subject to the disclosing Party having given notice to all other Parties
of such disclosure requirement, immediately upon its becoming aware thereof), in
any  circumstances  whatsoever,   without  the  prior  written  consent  of  the
disclosing  Party,  recognizing  that any such  disclosure  could be expected to
incur grave harm to the disclosing Party.  Confidential information belonging to
the Company  specifically  includes knowledge,  data,  information and expertise
relating  to the  Maintenance  and  Operation.  Notwithstanding  anything to the
contrary in this Agreement, neither Party shall be subject to any restriction of
its rights or remedies by law in the event of breach of the  provisions  of this
Section 10 by the other Party. 10.2 No Grant of Rights

         Nothing in this  Agreement  shall  confer upon the Hotel or _______ any
rights, of any kind whatsoever,  in or to any inventions,  patents, trade marks,
trade  secrets  and/or  any  other  kind of  intellectual  property  of any kind
whatsoever  and the Hotel's sole right under this  Agreement  will be to receive
the  Installation  and the  Maintenance  and Operation  subject to the terms and
conditions set forth herein.

11.      Limited Warranty

11.1     Warranty

         The Units will be covered by the Limited Warranty of the  manufacturer,
Bartech System  International  Inc., a copy of which is attached as Exhibit 11.1
hereto (the  "Manufacturer's  Warranty").  Company  represents and warrants that
nothing in this  Section 11 shall in any way  derogate  from or limit its duties
and  obligations  under this  Agreement,  including the due  performance  of the
Maintenance and Operation and the repair of Units as provided herein.

11.2     No Other Warranty

         THE MANUFACTURER'S WARRANTY IS IN LIEU OF ANY OTHER WARRANTIES,  EITHER
EXPRESS  OR  IMPLIED,   INCLUDING   BUT  NOT  LIMITED  TO  ANY   WARRANTIES   OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,  ALL OF WHICH ARE EXPRESSLY
EXCLUDED AND  DISCLAIMED.  NEITHER the company nor bartech system  international
inc.  will  be  LIABLE  FOR  LOSS  OF  PROFITS,  ANY  SPECIAL,   INCIDENTAL,  or
CONSEQUENTIAL  DAMAGES WHICH MAY be SUSTAINed,  or punitive Damages, even in the
event of notice OF THE POSSIBILITY OF SUCH DAMAGES.


<PAGE>

12.      Miscellaneous

12.1     Notices

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

         If to the Company, to:

         -------------------------------------------

         -------------------------------------------
         Attention:
                    --------------------------------
         Fax:
              --------------------------------------

         If to ______________ or the Hotel, to:

         -------------------------------------------

         -------------------------------------------
         Attention:

         Fax:

12.2     Retention of Title

         Title  in and to the  Units  shall  remain  with  the  Company,  or its
funders,  as applicable,  at all times, unless and until the Units are purchased
by the Hotel,  if at all, in accordance  with the provisions of this  Agreement.
Title in and to the Products  shall  remain with the Company  until their actual
sale to  Users.  Upon a sale of the  Units  to  Hotel in  accordance  with  this
Agreement,  Company shall transfer title to Hotel and process any  documentation
necessary to effectuate such transfer.

12.3     Insurance

         12.3.1 The  Company  shall  carry and  maintain  Workers'  Compensation
Insurance in statutory  amounts to cover  Company  employees  and  Comprehensive
General Liability Insurance endorsed to include products and completed operation
and   contractual   liability  in  a  minimum   amount  of  One  Million   Euros
(Euro1,000,000)  combined single limit.  Such  Comprehensive  General  Liability
Insurance shall state that _______  _____________,  and its members are named as
additional insureds under the above policies and such insurance shall be primary
and not contributory with the Hotel's insurance.  Each policy of insurance shall
provide  that it may not be changed or  cancelled  without at least  thirty (30)
days prior written notice to Hotel. Company shall furnish to Hotel a certificate
of  insurance  evidencing  such  coverage  prior  to  commencement  of  services
hereunder.

         12.3.2 Hotel  shall,  at its  expense,  obtain and  maintain  insurance
against all risks of loss,  damage,  theft or destruction of the Units caused by
the perils found under a standard fire and extended coverage policy,  which will
give  adequate  coverage  and a copy of which will be  furnished  to the Company
within 7 days of its issue.


<PAGE>

12.4     Adjustment of Quantity of Units

         In the event that the Hotel decides,  by 30 days advance written notice
to the Company,  to close some of the Rooms and/or permanently remove Units from
part of the Rooms and/or change the function of some of the Rooms such that they
no longer  function in the usual manner of the Rooms as at the date hereof,  all
of which instances being deemed for the purposes of this Agreement to render the
Units in said Rooms  non-operational,  then,  notwithstanding  the  removal  and
non-operation of said Units, each month's Net Revenue,  for the remainder of the
Term of the  Agreement,  will be increased by the sum which is the result of the
formula:  (NR / OU) x IU,  where NR = Net Revenue that month,  OU =  operational
Units that month,  and IU =  non-operational  Units that  month.  12.5 Rights of
Company Representatives

         The Hotel  hereby  agrees  that  Company  representatives,  of which an
initial list is attached as Exhibit 12.5 hereto, shall have the right to stay in
the Hotel while on Company business for the Hotel, up to 12 nights per annum, on
an entirely  complimentary basis,  subject to availability,  and thereafter to a
50%  discount  (from "Rack  Rate") on Rooms,  following  subject to provision of
reasonable advance notice to the Hotel and subject to availability.  The Company
shall not have the right to accumulate or carry over to the following  year room
nights not used during any particular year.

  12.6   Assignment

         12.6.1  This  Agreement  shall  bind and  inure to the  benefit  of the
Company  and the Hotel  and  their  respective  successors,  assigns,  heirs and
personal  representatives.  The Hotel shall be entitled to assign its rights and
obligations  under this  Agreement,  without the prior  consent of the  Company,
provided that the Company's  rights under this  Agreement are not  prejudiced by
such  assignment  and providing the assignee  first executes and delivers to the
Company a copy of an assignment and assumption  agreement and assumes all of the
Hotel and _______'s  obligations  herein.  The Company shall not be permitted to
assign its obligations under this Agreement to any party other than an affiliate
of the Company,  without the prior consent of the Hotel,  not unreasonably to be
withheld.  The  Company  is  however  specifically  permitted  to assign  and/or
encumber  its rights  under this  Agreement,  in whole or in part,  including in
relation to all or part of the Company's Share, to one or more third parties, at
its discretion.

         12.6.2 Notwithstanding  anything to the contrary in this Agreement, the
Company  shall be fully  entitled to  discharge  some or all of its duties under
this  Agreement by means of  sub-contractors  engaged by the  Company,  provided
however that this shall in no way derogate  from the Company's  obligations  and
liability  towards  the  Hotel  for the full  and  faithful  fulfillment  of its
obligations and undertakings under this Agreement.  Any and all  sub-contractors
shall be subject to the Hotel's prior approval, not unreasonably to be withheld.
Nothing herein shall be construed to create a relationship between the Hotel and
any sub-contractor.

12.7     Entire Agreement

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

12.8     No Joint Venture or Partnership

         Nothing  in this  Agreement  shall be  construed  as  creating  a joint
venture or partnership  between the Parties and neither Party shall act as agent
or  representative  of the  other for any  purpose  and  independent  contractor
relations alone shall subsist between the Parties under this Agreement.


<PAGE>

12.9     Further Assurances

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

12.10    Amendments, Modifications

         The terms and  provisions  of this  Agreement  may not be  modified  or
amended except pursuant to a written instrument executed by both Parties.

12.11    Severability

         It is the desire and intent of the Parties that the  provisions of this
Agreement be enforced to the fullest extent permissible by law. Accordingly,  in
case any  provision  of the  Agreement  shall be  declared  invalid,  illegal or
unenforceable,  the  validity,  legality  and  enforceability  of the  remaining
provisions  shall  not in any way be  affected  or  impaired  thereby  and shall
continue in full force and effect and the  Parties  will  cooperate  in order to
implement an arrangement which is as close as possible to the arrangement as set
forth in any provision so declared invalid, illegal or unenforceable.

12.12    Failure or Delay

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

12.13    Governing Law and Jurisdiction

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

12.14  Counterparts;   Facsimile Signatures

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


                 * Remainder of page left intentionally blank *


<PAGE>


               IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS
                   AGREEMENT ON THE DATE FIRST ABOVE WRITTEN:



SIGNED for and on behalf of                                                )
-----------------------------------------                                  )

By                                                                         )

Its                                                                        )

Date                                                                       )


SIGNED for and on behalf of                                                )
_______ _____________ d/b/a _______________                                )

By                                                                         )

Its                                                                        )

Date                                                                       )



<PAGE>



List of Exhibits to Installation and Outsource Operation Agreement


                          LIST OF EXHIBITS TO AGREEMENT




----------------------- --------------------------------------------------
Exhibit Number          Brief Description
----------------------- --------------------------------------------------
Exhibit 1.1             Description/Specifications of Units
----------------------- --------------------------------------------------
Exhibit 3.3             Interface Functions
----------------------- --------------------------------------------------
Exhibit 3.5.1           Hotel Undertakings
----------------------- --------------------------------------------------
Exhibit 5.1             National Agreements with Suppliers
----------------------- --------------------------------------------------

----------------------- --------------------------------------------------
Exhibit 7.4.1           Sample Monthly Report
----------------------- --------------------------------------------------
Exhibit 9.2             Turnkey  Installation  Price  /  List  of  Option
                        Assets
----------------------- --------------------------------------------------
Exhibit 11.1            Manufacturer's Warranty
----------------------- --------------------------------------------------
Exhibit 12.5            List of Company Representatives
----------------------- --------------------------------------------------




<PAGE>



Exhibit 9.2 to Installation and Outsource Operation Agreement



                                   EXHIBIT 9.2


               Turnkey Installation Price / List of Option Assets



                                  [ overleaf ]


The Turnkey Installation Price defined in this Exhibit refers to the Unit having
the  specifications  set forth in Exhibit  1.1. In the event of optional  add-on
features being added to Units, the Turnkey  Installation  Price, for all intents
and purposes in this Agreement, will be increased accordingly.

<PAGE>



================================================================================
Exhibit 4.3

General Terms and Conditions of Sale





                 Hotel Outsource Management International Inc.



                                  April 9, 2003






Submitted By

Bartech(R) EMEA



<PAGE>

                                 SALES AGREEMENT
                           FOR A TURNKEY INSTALLATION



BY AND BETWEEN THE UNDERSIGNED:

*        BARTECH  EMEA .,  located  at 4 Rue du Port Aux Vins,  92150  Suresnes,
         France,  represented  by Leo Illouz duly  authorized  for the  purposes
         hereof,

                  hereinafter referred to as the "Seller" or "Bartech"

                                                         party of the first part




AND:

*        HOTEL  OUTSOURCE  MANAGEMENT  INTERNATIONAL  INC.,  of 116  West,  23rd
         Street, Suite 500, New York, NY 10011 represented by Jacob Ronnel, duly
         authorized for the purposes hereof,

                  hereinafter referred to as the "Purchaser" or "HOMI"

                                                        party of the second part


<PAGE>



PREAMBLE:

A.       BARTECH  is a  company  which  specializes  in the  production  and the
         marketing of refrigeration equipment that implements a highly technical
         electronic  system,  including a line of refreshment  centers which are
         intended for use primarily in the hotel and cruise line industries.

B.       The Purchaser has entered,  or is negotiating  entry, into an agreement
         the ("Outsourcing Agreement") with ______________________________ Hotel
         (the  "Hotel"),  under which HOMI  undertakes to install,  maintain and
         operate minibar units in the Hotel (the "Outsourcing Services").

C.       The  Purchaser  wishes to provide the  Outsourcing  Services  using the
         refreshment centers and the innovative  electronic system of BARTECH as
         set forth in this Agreement.

D.       In accordance  with the offer attached hereto in Exhibit A, BARTECH has
         proposed  and  undertakes  to supply a  "turnkey"  installation  to the
         Purchaser, consisting inter alia of refreshment centers connected among
         themselves  and to a central unit located in the Hotel all as set forth
         in this Agreement.

E.       Under such  conditions,  the parties have negotiated with a view to the
         execution of this agreement.


NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


ARTICLE 1                           SUBJECT OF THE AGREEMENT

1.1      The  Seller  hereby  agrees to sell,  to the  Purchaser,  which  hereby
         accepts (i) the  refreshment  centers in the BARTECH line, as listed in
         Exhibit A  attached  hereto,  which meet the  technical  specifications
         defined  between the parties in Exhibit A, based on Purchaser's  choice
         of  minibar  model(s)  and  on the  Detailed  Technical  Survey  Report
         attached  hereto as  Exhibits A1 and A2,  respectively,  which shall be
         deemed part of the Installation, and additional information supplied by
         the Purchaser (the "Products"),  and (ii) the BARTECH electronic system
         described in Exhibit A attached hereto (hereinafter  referred to as the
         "System").  The  Products and the System are  hereinafter  collectively
         referred to as the "Turnkey System" (excluding Training).

1.2      The Seller hereby  further  agrees to grant,  to the  Purchaser,  which
         accepts, a non-exclusive  license to use the System's  software,  under
         the conditions specified below in Article 4.


<PAGE>

                            ARTICLE 2 DELIVERY TIMES

The Seller shall deliver and install the Turnkey System in accordance  with this
Agreement  commencing on _____________,  or such other date as the Purchaser may
request,  in writing  ("Initial  Delivery Date"),  and culminating no later than
_____ days from the Initial  Delivery Date. If the Purchaser delays the delivery
times for the  Products  and for the  installation  at least 45 days  before the
delivery  date  scheduled,  the  Seller  agrees  to delay the  delivery  without
specific conditions.
Whereas  if the  Purchaser  delays  the  delivery  less than 45 days  before the
delivery date  scheduled by the  Purchaser,  then the Purchaser  must accept the
delivery of the Products  and take at its charge the storage of these  Products.
The purchaser must pay in any case on the agreed original  delivery date,  based
on the agreed  payment  terms (see below),  70% of the total amount of the sales
contract, excluding the installation costs itself.
If the Purchaser is financing its installation by lease or rental,  then he must
sign a certificate  of acceptance,  in the form of the model attached  hereto in
Exhibit B, the latest 5 days following original delivery date.
In  addition,  if the  delivery is delayed less than 14 days before the delivery
date  scheduled  by the  Purchaser,  then the  Purchaser  must pay all  expenses
incurred  by  Bartech  for  the  reservation  and  set up of  travel  plans  for
installers, to include re-ticketing/cancellation of airline reservations, etc..

Payment Terms: the Purchaser must pay 20% of the Price upon issuing the Purchase
Order;  an additional  50% of the Price upon delivery of all the Products to the
Hotel's  premises  and  commencement  of the  Installation  by the  Seller.  The
remaining  30%  of  the  Price  shall  be  paid  following   completion  of  the
installation pursuant to Section 3.3 below.




                      ARTICLE 3 OBLIGATIONS OF THE SELLER

3.1      The Seller  hereby  agrees to deliver,  to install and to start-up  the
         Turnkey System at the Hotel's  premises,  at the location  specified in
         Exhibit A hereto,  including the complete and final installation of the
         Turnkey  System in the  Hotel,  inclusive  of all  necessary  hardware,
         software,  applications,  appliances and all other items as applicable,
         (excluding Training) in accordance with the agreed specifications, such
         that the Turnkey  System is in full working  order upon  completion  of
         said  installation,   and  further  including  the  full  and  complete
         installation of the System on HOMI' and/or the Hotel's computers at the
         Hotel,  such that HOMI shall be in a position to commence the provision
         of full Outsourcing  Services at the Hotel forthwith upon completion of
         the installation,  without any interference being caused to Television,
         MATV, PayTV and/or any other systems in the Hotel (the "Installation").

3.2      The Seller  hereby agrees to perform an on-site test to verify that the
         Turnkey  System can  perform  its  functions,  in  compliance  with the
         technical  specifications  defined in Exhibit A attached hereto, and in
         order to verify that the  Installation  has been completed.  The Seller
         shall be under no  obligation  whatsoever  with regard to the length of
         the  performance of such test,  and for such reason,  no penalty may be
         claimed from the Seller in such connection.  The Seller will deliver to
         HOMI a written notice of completion of the Installation, forthwith upon
         the Seller being satisfied of such completion ("Notice of Completion").


<PAGE>

3.3      The Seller  acknowledges and is aware that,  following delivery to HOMI
         of the Notice of  Completion,  HOMI will  enable the Hotel to check the
         Installation for full functionality and suitability.  Within 10 days of
         receiving the Notice of Completion, HOMI will deliver to the Seller, in
         writing,  details of any defects or  non-conformity in the Installation
         and the Seller will remedy any such defect or non-conformity  within 10
         days of receiving any such notice and will deliver a further  Notice of
         Completion,  whereupon  the  provisions  of this  Section  3.3 shall be
         re-applied,  mutatis  mutandis,  until such time as the Installation is
         accepted  as being free of defects or  non-conformity,  at which time a
         person designated by the Purchaser (the  "Representative")  must accept
         delivery of the  Installation,  by signing a certificate of acceptance,
         in the  form  of the  model  attached  hereto  in  Exhibit  B,  and the
         Installation will be deemed completed.

3.4      Failing  any  response  from  the  Purchaser,  in  accordance  with the
         procedure  specified  above in Article 3.3,  within a period of 30 days
         after  delivery of the Notice of  Completion,  the  Purchaser  shall be
         deemed to have accepted its delivery without any reservations,  even in
         the absence of any certificate signed by the parties.

                               ARTICLE 4 SOFTWARE

4.1      As of  the  payment  for  the  Installation,  in  accordance  with  the
         provisions of Article 9 below, the Seller hereby agrees to grant to the
         Purchaser and the Hotel,  for the longer of (i) the entire term of this
         agreement,  (ii) the entire term of the Outsourcing Agreement, or (iii)
         for as long as the Turnkey System is in the Purchaser's  possession,  a
         non-exclusive  license to use, at no charge,  the software  included in
         the  System,   for  the  sole  purpose  of  operating   and  using  the
         Installation  and providing the  Outsourcing  Services.  The use of the
         software shall be restricted  exclusively to the Hotel's  premises,  as
         referred to in Article 3.1 above.

         In no  event  shall  the  Purchaser  be  entitled  to make  any  copies
         whatsoever of such software (other than for backup  purposes),  insofar
         as such software shall remain the exclusive  property of the Seller. In
         addition,  the Purchaser hereby agrees not to make any modifications to
         the software.  The term "modification"  shall be understood to mean any
         changes,  including  but  not  limited  to  changes  in the  terminals,
         additions to and/or decreases in capacities or memories.

4.2      The Purchaser shall be eligible to receive upgrades,  modifications and
         improvements to the software developed by the Seller,  provided that it
         has executed an extended  warranty or  maintenance  agreement  with the
         Seller, and in accordance with the terms thereof.



<PAGE>

                               ARTICLE 5 WARRANTY

5.1      Subject to the  fulfillment of all the  contractual  obligations by the
         Purchaser, the Installation, to include hardware and software, shall be
         covered by a  contractual  warranty  for a period of One Year as of the
         completion of the  installation  referred to above in Article 3.3. This
         Parts,  No  Labor  warranty  shall  be  expressly   contingent  on  the
         maintenance  and use of the  Installation  by the Purchaser in a proper
         and  conforming  manner;  the Purchaser must thus use a due standard of
         care with regard to the Turnkey System. The Parties will,  concurrently
         with the  execution of this  Agreement,  further enter into an Extended
         Warranty/Maintenance  Agreement Level 2,  substantially in the form set
         forth in Exhibit ______ hereto (the "Extended Warranty"),  under which,
         in accordance with its terms, Bartech will undertake to provide service
         and parts,  as and when  requested  to do so by HOMI,  for the  Turnkey
         System and Installation,  for the duration of the Outsourcing agreement
         with the  Hotel,  for the  special,  reduced-rate  fee set forth in the
         Extended  Warranty.  Services to be provided  under the Basic  Warranty
         and/or  the  Extended   Warranty  shall  be  termed  herein   "Warranty
         Services".

5.2      For the purposes of the Warranty Services,  the Seller hereby agrees as
         follows:

         (a)      to make a telephone line  available to the  Purchaser,  during
                  Seller's  normal  business days and normal  business hours, in
                  order  to  be  able  to  respond  to  all  its   requests  for
                  information during the warranty period;

         (b)      to make a full  inventory  of  spare  parts  available  to the
                  Purchaser,  in order to allow it to directly  make the repairs
                  and to perform the routine  maintenance  on the Products.  The
                  spare parts thus made  available to the Purchaser at no charge
                  shall not include consumables. The term "consumables" shall be
                  understood to include without being limited to the replacement
                  parts  due to wear  and  tear  the  joints,  the  hinges,  the
                  resistors, the aggregates, the bulbs and the fuses;

         (c)      In the event  that the  Purchaser  is unable to resolve on its
                  own the difficulty thus encountered,  the Seller shall provide
                  corrective   maintenance  for  the  Installation  and  Turnkey
                  System,  on site and within ____ hours  following  the request
                  from the Purchaser.

5.3      On the other hand,  the  warranty  shall not apply and the Seller shall
         not assume any liability whatsoever by reason (i) of the unsuitability,
         if any of the specifications stipulated in Exhibit A hereto as compared
         to the needs of the  Purchaser;  (ii) of the abnormal  wear and tear or
         improper  use of all or part of the Turnkey  System;  and/or  (iii) any
         damage caused by accidents, external and fortuitous events, negligence,
         lack  of  supervision  or  deficient  maintenance  attributable  to the
         Purchaser.


<PAGE>

                              ARTICLE 6 LIABILITY

6.1  The  warranty  described  above in Article 5 sets out the  entire  warranty
     offered  by the  Seller.  The  liability  of the  Seller may in no event be
     claimed by the Purchaser in connection with any direct or indirect  damage,
     financial loss,  physical damage or contingent  damage,  including  without
     being limited to any business interruption,  deprivation of use and/or loss
     of  profits,   and/or  any  delays  caused  to  or  by  the   Installation.
     Notwithstanding the foregoing, the Purchaser shall be entitled to claim the
     Seller's direct  liability where it can show that the established  physical
     defect of the  Installation  is the result of the gross  negligence  of the
     Seller.

6.2  In any event, and where the Seller's liability is claimed in any connection
     whatsoever,  and if a final and binding court decision has been issued, the
     damages  that it may be required  to pay must in no event  exceed the price
     paid by the Purchaser for the Turnkey System, pursuant to this agreement.

6.3  Bartech  represents and warrants that it owns or has the right to use, free
     and clear of all liens, claims and restrictions all intellectual  property,
     of any kind,  howsoever  required  and/or  utilized in connection  with the
     Turnkey System and/or the Installation  ("Intellectual Property").  Bartech
     represents  and  warrants   that,  to  the  best  of  its  knowledge,   the
     Intellectual Property does not infringe upon or violate any right, lien, or
     claim of any third party.  Bartech hereby  undertakes to defend,  indemnify
     and hold harmless HOMI and its affiliates,  officers, directors, agents and
     employees  from and against any and all  actions,  costs,  claims,  losses,
     expenses and/or damages,  including reasonable attorneys' fees, arising out
     of or in any way incidental to allegations of patent, copyright,  trademark
     or other intellectual property  infringements  howsoever in relation to the
     Turnkey System and/or Installation;

6.4  Bartech  hereby  undertakes  to  perform  the  Installation  and supply the
     services  with the greatest of care and to ensure that no damage,  and only
     minimum  inconvenience,  if at all,  is  caused  to the  Hotel or any third
     parties, and likewise to ensure that all of its staff conduct themselves in
     a respectable and polite manner befitting the luxury status of the Hotel.



                             ARTICLE 7 MAINTENANCE

7.1      The terms for the routine preventive  maintenance on the Turnkey System
         are described in the "BARTECH Maintenance Guide," a copy of which shall
         be supplied to the Purchaser at time of installation.  Such maintenance
         services shall be performed directly by the Purchaser's personnel.

7.2      However,  the Seller may be required to perform preventive  maintenance
         services,  during the warranty period,  where the cause of the failures
         is attributable to a negligent error of the Seller.


<PAGE>

         In such case, the Seller, at its sole discretion, shall select the type
         of remedy to be  implemented.  The Seller shall use its best efforts to
         perform such  maintenance  services in a  satisfactory  manner,  but it
         shall offer no assurances  that its work will allow the failures if any
         that may be  encountered to be resolved,  or that after its work,  such
         failures will not reappear. In connection with the warranty, the Seller
         shall only be under an  obligation  to use its best  efforts and not to
         achieve any specific results.



                     ARTICLE 8 OBLIGATIONS OF THE PURCHASER

In  order to  allow  the  Seller  to  perform  its  obligations  hereunder  in a
satisfactory  manner, the Purchaser hereby agrees to provide the Seller with any
and all assistance that may be necessary, and in particular, with the assistance
described below:

(a)      The Purchaser must allow the Seller access to the  Installation  and to
         its maintenance  records, to the extent necessary and following advance
         coordination.

(b)      The Purchaser  shall comply with the Terms and  Conditions as specified
         in Exhibit A attached hereto.

(c)      The Hotel will  provide the  wire/cable  infrastructure  to support the
         Turnkey System. Unless strictly specified in Exhibit A attached hereto,
         any upgrade and/or repair to the Hotel's  cable/wire  infrastructure as
         was in place prior to the Installation  shall not be the responsibility
         of the Seller.

(d)      The  Purchaser  hereby  agrees (i) to always use the Turnkey  System in
         accordance with the use guidelines,  procedures, rules and instructions
         of the  Seller,  to  maintain  it  properly  and to provide  the proper
         ventilation  as  defined  by  the  Seller;   (ii)  not  to  change  the
         environment of the location where the System is installed; (iii) not to
         move  the  Installation  from  the  contractual  location  where  it is
         installed,  without  having first  secured the Seller's  prior  written
         authorization, except in cases of emergency or for its protection; (iv)
         not to modify the Turnkey System or add any  accessories  thereto;  (v)
         not to perform any work directly on the Turnkey  System,  except in the
         case referred to above in Article 7.1; and (vi) to use consumables that
         are compatible with the Turnkey System.

                                ARTICLE 9 PRICE

9.1      In  accordance  with  the  attached  offer,  the  sales  price  for the
         Installation  and Turnkey  System,  including  inter alia all Products,
         System,  hardware,  software and licenses, and shipping costs, has been
         defined as specified in Exhibit A attached hereto (the "Price").

9.2      The  Purchaser  must  pay for the  Turnkey  System,  at the net  Price,
         without  any  further  discount  beyond the  special  discount  already
         incorporated into the Price,  under the terms and conditions  specified
         in Exhibit A attached hereto.


<PAGE>

9.3      Any  amount  that is not paid by the  Purchaser  on the agreed due date
         shall  automatically bear interest for overdue payment,  at the rate of
         1.25% per month,  without  prejudice to the  Seller's  other rights and
         remedies. The payments may not be delayed for more than 60 days for any
         reason whatsoever.

                          ARTICLE 10 TRANSFER OF TITLE

10.1     Title to the Turnkey System shall only be transferred  upon the payment
         in full of the  Price,  by the  Purchaser.  The  payment  shall only be
         deemed to have been made upon the actual collection of the Price by the
         Seller.

10.2     However,  the risks shall be  transferred  to the  Purchaser  as of the
         delivery  of the  Installation  per  Section  3.3 above at the  Hotel's
         premises, and the Purchaser hereby agrees to use a due standard of care
         in connection with its custody and protection,  and to take out any and
         all  insurance it deems  appropriate,  in its  discretion,  in order to
         cover damage and  casualties  that could be caused  either to or by the
         Turnkey System.

10.3     Up until the full  payment of the  Price,  the  Purchaser  shall not be
         entitled to pledge the Turnkey  System or to use the Turnkey  System in
         any manner whatsoever as collateral,  other than in favor of any entity
         that has funded the purchase of the Turnkey System by the Purchaser, in
         whole or in part.

10.4     In case the Purchaser  fails to pay all or most of the Price on its due
         date, the Seller,  without forfeiting any of its other rights, shall be
         entitled to repossess the Turnkey  System,  at the expense and risks of
         the Purchaser.


                           ARTICLE 11 SUB-CONTRACTING

The Seller shall be entitled to sub-contract  for all or part of its obligations
in connection  with this  agreement,  subject to compliance with the contractual
terms and conditions.  Any such  sub-contracting  shall not serve to release the
Seller from its obligations.

                    ARTICLE 12 CONFIDENTIALITY AND PROPERTY

All the types of technical  documents,  details on the offer,  general rules and
special rules and  specifications  provided to the Purchaser by the Seller shall
remain the exclusive property of the Seller. None of the information referred to
above may be used or  disclosed  to any third  parties  other  than to the Hotel
and/or to the Purchaser's affiliates, in any connection whatsoever,  without the
Seller's prior written authorization.


<PAGE>

                 ARTICLE 13 GOVERNING LAW ~ JURISDICTION CLAUSE

13.1     Arbitration  All disputes that may arise under this  Agreement,  except
         for  disputes  which  may   necessitate   extraordinary   equitable  or
         injunctive relief, that are not settled by parties themselves, shall be
         submitted  to  binding   arbitration   in  France   before  the  French
         Arbitration   under  its   Commercial   Rules  then   prevailing.   The
         non-prevailing party shall pay all costs of arbitration, including each
         party's attorney's fees and the fees of the arbitrators.

13.2     Relationship   of  Parties.   This  Agreement  does  not  constitute  a
         partnership  or joint  venture  between the Buyer and the Seller.  Both
         parties   acknowledge  that  the  relationship   shall  be  one  of  an
         independent contractor.

13.3     Governing  Law.  This  Agreement and any dispute or claim arising under
         this Agreement shall be governed by the laws of France,  without regard
         to principles of conflicts of law.

13.4     Jurisdiction.  The parties hereby consent to personal jurisdiction in a
         court  located in France.  Service of process may be made by  certified
         mail/return receipt requested or any other method of service of process
         authorized  by law. Each party agrees that it shall not assert venue as
         a defense to any action or  proceeding  or make any  argument  based on
         principles  of forum non  conveniens  or similar  legal  principles  of
         doctrines.

13.5     No Waiver.  Failure of any party to insist upon the strict  performance
         of this  Agreement,  or a delay in exercising any remedy provided under
         this Agreement,  shall not constitute a waiver of any rights, remedies,
         terms, conditions or provisions of this Agreement.


                      ARTICLE 14 MISCELLANEOUS PROVISIONS

14.1     This agreement  constitutes the entire agreement between the parties in
         relation to its subject  matter.  It replaces and  supersedes any other
         earlier agreements,  whether oral or written,  express or implied, that
         may have been made by and  between  the parties in relation to the same
         subject matter.

14.2     None of the parties to this agreement  shall be deemed to be in default
         in the  performance  of this  agreement in any case of force majeure or
         for any other cause beyond its reasonable  control,  including  without
         being limited to in case of war, civil war, riot, shortages of supplies
         or any other event having the same nature.

14.3     No amendment may be made to this agreement, and it shall not be legally
         binding on the Seller or on the  Purchaser,  unless such  amendment  is
         recorded in a written deed bearing the signature of both parties.

14.4     In the event that any  provision  of this  agreement is  considered  or
         held, at any time whatsoever, to be illegal,  unenforceable and/or null
         and void,  such fact shall not affect the  validity of the  agreement's
         remaining provisions,  which shall thus be deemed to be severable,  and
         in such case, the agreement  shall be considered as having been drafted
         or redrafted  without the provision that is illegal,  unenforceable  or
         null and void.


<PAGE>

14.5     The exhibits hereto shall form an integral part of this agreement.





Executed in:   Paris

[---------------]                               [---------------]
THE SELLER                                      THE PURCHASER


Title: [__________]                             Title: [__________]

Date: [__________]                              Date: [__________]




<PAGE>

                                    EXHIBIT A




<PAGE>

                                    Exhibit B

             ACCEPTANCE OF INSTALLED AND COMPLETED PRODUCT/SERVICES

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
   QTY                                  PRODUCT                                                  SIGN-OFF
----------------------------------------------------------------------------------------------------------------------
<S>        <C>                                                                                   <C>
           Refreshment Centers with Firmware Licenses :
----------------------------------------------------------------------------------------------------------------------
           [Specify type and model]
----------------------------------------------------------------------------------------------------------------------
           Spare Units
----------------------------------------------------------------------------------------------------------------------
           Bartech Central Processing Unit, as required
----------------------------------------------------------------------------------------------------------------------
           Bartech Software, Version ___________
----------------------------------------------------------------------------------------------------------------------
           PMS Interface
----------------------------------------------------------------------------------------------------------------------
           Remote Control - Refill Attendant
----------------------------------------------------------------------------------------------------------------------
           Remote Control - Maintenance
----------------------------------------------------------------------------------------------------------------------
           Remote Control - Set-Up
----------------------------------------------------------------------------------------------------------------------
           User Manual
----------------------------------------------------------------------------------------------------------------------
                                        TRAINING
----------------------------------------------------------------------------------------------------------------------
           Room Service :
----------------------------------------------------------------------------------------------------------------------
           o        Bartech Mini Bar
----------------------------------------------------------------------------------------------------------------------
           o        Bartech PC
----------------------------------------------------------------------------------------------------------------------
           Engineering :
----------------------------------------------------------------------------------------------------------------------
           o        Bartech Mini Bar
----------------------------------------------------------------------------------------------------------------------
           o        Bartech PC
----------------------------------------------------------------------------------------------------------------------
           o        Bartech Central Processing Unit, as required
----------------------------------------------------------------------------------------------------------------------
           Food and Beverage
----------------------------------------------------------------------------------------------------------------------
           IT Manager
----------------------------------------------------------------------------------------------------------------------
           Front Desk
----------------------------------------------------------------------------------------------------------------------
           Food and Beverage Trainer
----------------------------------------------------------------------------------------------------------------------
           Enigineer Trainer
----------------------------------------------------------------------------------------------------------------------
           Front Desk Trainer
----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>



================================================================================
Exhibit 4.3

General Terms and Conditions of Sale





                 Hotel Outsource Management International Inc.



                                  April 9, 2003






Submitted By

Bartech(R) EMEA



<PAGE>

                                 SALES AGREEMENT
                           FOR A TURNKEY INSTALLATION



BY AND BETWEEN THE UNDERSIGNED:

*        BARTECH  EMEA .,  located  at 4 Rue du Port Aux Vins,  92150  Suresnes,
         France,  represented  by Leo Illouz duly  authorized  for the  purposes
         hereof,

                  hereinafter referred to as the "Seller" or "Bartech"

                                                         party of the first part




AND:

*        HOTEL  OUTSOURCE  MANAGEMENT  INTERNATIONAL  INC.,  of 116  West,  23rd
         Street, Suite 500, New York, NY 10011 represented by Jacob Ronnel, duly
         authorized for the purposes hereof,

                  hereinafter referred to as the "Purchaser" or "HOMI"

                                                        party of the second part


<PAGE>



PREAMBLE:

A.       BARTECH  is a  company  which  specializes  in the  production  and the
         marketing of refrigeration equipment that implements a highly technical
         electronic  system,  including a line of refreshment  centers which are
         intended for use primarily in the hotel and cruise line industries.

B.       The Purchaser has entered,  or is negotiating  entry, into an agreement
         the ("Outsourcing Agreement") with ______________________________ Hotel
         (the  "Hotel"),  under which HOMI  undertakes to install,  maintain and
         operate minibar units in the Hotel (the "Outsourcing Services").

C.       The  Purchaser  wishes to provide the  Outsourcing  Services  using the
         refreshment centers and the innovative  electronic system of BARTECH as
         set forth in this Agreement.

D.       In accordance  with the offer attached hereto in Exhibit A, BARTECH has
         proposed  and  undertakes  to supply a  "turnkey"  installation  to the
         Purchaser, consisting inter alia of refreshment centers connected among
         themselves  and to a central unit located in the Hotel all as set forth
         in this Agreement.

E.       Under such  conditions,  the parties have negotiated with a view to the
         execution of this agreement.


NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


ARTICLE 1                           SUBJECT OF THE AGREEMENT

1.1      The  Seller  hereby  agrees to sell,  to the  Purchaser,  which  hereby
         accepts (i) the  refreshment  centers in the BARTECH line, as listed in
         Exhibit A  attached  hereto,  which meet the  technical  specifications
         defined  between the parties in Exhibit A, based on Purchaser's  choice
         of  minibar  model(s)  and  on the  Detailed  Technical  Survey  Report
         attached  hereto as  Exhibits A1 and A2,  respectively,  which shall be
         deemed part of the Installation, and additional information supplied by
         the Purchaser (the "Products"),  and (ii) the BARTECH electronic system
         described in Exhibit A attached hereto (hereinafter  referred to as the
         "System").  The  Products and the System are  hereinafter  collectively
         referred to as the "Turnkey System" (excluding Training).

1.2      The Seller hereby  further  agrees to grant,  to the  Purchaser,  which
         accepts, a non-exclusive  license to use the System's  software,  under
         the conditions specified below in Article 4.


<PAGE>

                            ARTICLE 2 DELIVERY TIMES

The Seller shall deliver and install the Turnkey System in accordance  with this
Agreement  commencing on _____________,  or such other date as the Purchaser may
request,  in writing  ("Initial  Delivery Date"),  and culminating no later than
_____ days from the Initial  Delivery Date. If the Purchaser delays the delivery
times for the  Products  and for the  installation  at least 45 days  before the
delivery  date  scheduled,  the  Seller  agrees  to delay the  delivery  without
specific conditions.
Whereas  if the  Purchaser  delays  the  delivery  less than 45 days  before the
delivery date  scheduled by the  Purchaser,  then the Purchaser  must accept the
delivery of the Products  and take at its charge the storage of these  Products.
The purchaser must pay in any case on the agreed original  delivery date,  based
on the agreed  payment  terms (see below),  70% of the total amount of the sales
contract, excluding the installation costs itself.
If the Purchaser is financing its installation by lease or rental,  then he must
sign a certificate  of acceptance,  in the form of the model attached  hereto in
Exhibit B, the latest 5 days following original delivery date.
In  addition,  if the  delivery is delayed less than 14 days before the delivery
date  scheduled  by the  Purchaser,  then the  Purchaser  must pay all  expenses
incurred  by  Bartech  for  the  reservation  and  set up of  travel  plans  for
installers, to include re-ticketing/cancellation of airline reservations, etc..

Payment Terms: the Purchaser must pay 20% of the Price upon issuing the Purchase
Order;  an additional  50% of the Price upon delivery of all the Products to the
Hotel's  premises  and  commencement  of the  Installation  by the  Seller.  The
remaining  30%  of  the  Price  shall  be  paid  following   completion  of  the
installation pursuant to Section 3.3 below.




                      ARTICLE 3 OBLIGATIONS OF THE SELLER

3.1      The Seller  hereby  agrees to deliver,  to install and to start-up  the
         Turnkey System at the Hotel's  premises,  at the location  specified in
         Exhibit A hereto,  including the complete and final installation of the
         Turnkey  System in the  Hotel,  inclusive  of all  necessary  hardware,
         software,  applications,  appliances and all other items as applicable,
         (excluding Training) in accordance with the agreed specifications, such
         that the Turnkey  System is in full working  order upon  completion  of
         said  installation,   and  further  including  the  full  and  complete
         installation of the System on HOMI' and/or the Hotel's computers at the
         Hotel,  such that HOMI shall be in a position to commence the provision
         of full Outsourcing  Services at the Hotel forthwith upon completion of
         the installation,  without any interference being caused to Television,
         MATV, PayTV and/or any other systems in the Hotel (the "Installation").

3.2      The Seller  hereby agrees to perform an on-site test to verify that the
         Turnkey  System can  perform  its  functions,  in  compliance  with the
         technical  specifications  defined in Exhibit A attached hereto, and in
         order to verify that the  Installation  has been completed.  The Seller
         shall be under no  obligation  whatsoever  with regard to the length of
         the  performance of such test,  and for such reason,  no penalty may be
         claimed from the Seller in such connection.  The Seller will deliver to
         HOMI a written notice of completion of the Installation, forthwith upon
         the Seller being satisfied of such completion ("Notice of Completion").


<PAGE>

3.3      The Seller  acknowledges and is aware that,  following delivery to HOMI
         of the Notice of  Completion,  HOMI will  enable the Hotel to check the
         Installation for full functionality and suitability.  Within 10 days of
         receiving the Notice of Completion, HOMI will deliver to the Seller, in
         writing,  details of any defects or  non-conformity in the Installation
         and the Seller will remedy any such defect or non-conformity  within 10
         days of receiving any such notice and will deliver a further  Notice of
         Completion,  whereupon  the  provisions  of this  Section  3.3 shall be
         re-applied,  mutatis  mutandis,  until such time as the Installation is
         accepted  as being free of defects or  non-conformity,  at which time a
         person designated by the Purchaser (the  "Representative")  must accept
         delivery of the  Installation,  by signing a certificate of acceptance,
         in the  form  of the  model  attached  hereto  in  Exhibit  B,  and the
         Installation will be deemed completed.

3.4      Failing  any  response  from  the  Purchaser,  in  accordance  with the
         procedure  specified  above in Article 3.3,  within a period of 30 days
         after  delivery of the Notice of  Completion,  the  Purchaser  shall be
         deemed to have accepted its delivery without any reservations,  even in
         the absence of any certificate signed by the parties.

                               ARTICLE 4 SOFTWARE

4.1      As of  the  payment  for  the  Installation,  in  accordance  with  the
         provisions of Article 9 below, the Seller hereby agrees to grant to the
         Purchaser and the Hotel,  for the longer of (i) the entire term of this
         agreement,  (ii) the entire term of the Outsourcing Agreement, or (iii)
         for as long as the Turnkey System is in the Purchaser's  possession,  a
         non-exclusive  license to use, at no charge,  the software  included in
         the  System,   for  the  sole  purpose  of  operating   and  using  the
         Installation  and providing the  Outsourcing  Services.  The use of the
         software shall be restricted  exclusively to the Hotel's  premises,  as
         referred to in Article 3.1 above.

         In no  event  shall  the  Purchaser  be  entitled  to make  any  copies
         whatsoever of such software (other than for backup  purposes),  insofar
         as such software shall remain the exclusive  property of the Seller. In
         addition,  the Purchaser hereby agrees not to make any modifications to
         the software.  The term "modification"  shall be understood to mean any
         changes,  including  but  not  limited  to  changes  in the  terminals,
         additions to and/or decreases in capacities or memories.

4.2      The Purchaser shall be eligible to receive upgrades,  modifications and
         improvements to the software developed by the Seller,  provided that it
         has executed an extended  warranty or  maintenance  agreement  with the
         Seller, and in accordance with the terms thereof.



<PAGE>

                               ARTICLE 5 WARRANTY

5.1      Subject to the  fulfillment of all the  contractual  obligations by the
         Purchaser, the Installation, to include hardware and software, shall be
         covered by a  contractual  warranty  for a period of One Year as of the
         completion of the  installation  referred to above in Article 3.3. This
         Parts,  No  Labor  warranty  shall  be  expressly   contingent  on  the
         maintenance  and use of the  Installation  by the Purchaser in a proper
         and  conforming  manner;  the Purchaser must thus use a due standard of
         care with regard to the Turnkey System. The Parties will,  concurrently
         with the  execution of this  Agreement,  further enter into an Extended
         Warranty/Maintenance  Agreement Level 2,  substantially in the form set
         forth in Exhibit ______ hereto (the "Extended Warranty"),  under which,
         in accordance with its terms, Bartech will undertake to provide service
         and parts,  as and when  requested  to do so by HOMI,  for the  Turnkey
         System and Installation,  for the duration of the Outsourcing agreement
         with the  Hotel,  for the  special,  reduced-rate  fee set forth in the
         Extended  Warranty.  Services to be provided  under the Basic  Warranty
         and/or  the  Extended   Warranty  shall  be  termed  herein   "Warranty
         Services".

5.2      For the purposes of the Warranty Services,  the Seller hereby agrees as
         follows:

         (a)      to make a telephone line  available to the  Purchaser,  during
                  Seller's  normal  business days and normal  business hours, in
                  order  to  be  able  to  respond  to  all  its   requests  for
                  information during the warranty period;

         (b)      to make a full  inventory  of  spare  parts  available  to the
                  Purchaser,  in order to allow it to directly  make the repairs
                  and to perform the routine  maintenance  on the Products.  The
                  spare parts thus made  available to the Purchaser at no charge
                  shall not include consumables. The term "consumables" shall be
                  understood to include without being limited to the replacement
                  parts  due to wear  and  tear  the  joints,  the  hinges,  the
                  resistors, the aggregates, the bulbs and the fuses;

         (c)      In the event  that the  Purchaser  is unable to resolve on its
                  own the difficulty thus encountered,  the Seller shall provide
                  corrective   maintenance  for  the  Installation  and  Turnkey
                  System,  on site and within ____ hours  following  the request
                  from the Purchaser.

5.3      On the other hand,  the  warranty  shall not apply and the Seller shall
         not assume any liability whatsoever by reason (i) of the unsuitability,
         if any of the specifications stipulated in Exhibit A hereto as compared
         to the needs of the  Purchaser;  (ii) of the abnormal  wear and tear or
         improper  use of all or part of the Turnkey  System;  and/or  (iii) any
         damage caused by accidents, external and fortuitous events, negligence,
         lack  of  supervision  or  deficient  maintenance  attributable  to the
         Purchaser.


<PAGE>

                              ARTICLE 6 LIABILITY

6.1  The  warranty  described  above in Article 5 sets out the  entire  warranty
     offered  by the  Seller.  The  liability  of the  Seller may in no event be
     claimed by the Purchaser in connection with any direct or indirect  damage,
     financial loss,  physical damage or contingent  damage,  including  without
     being limited to any business interruption,  deprivation of use and/or loss
     of  profits,   and/or  any  delays  caused  to  or  by  the   Installation.
     Notwithstanding the foregoing, the Purchaser shall be entitled to claim the
     Seller's direct  liability where it can show that the established  physical
     defect of the  Installation  is the result of the gross  negligence  of the
     Seller.

6.2  In any event, and where the Seller's liability is claimed in any connection
     whatsoever,  and if a final and binding court decision has been issued, the
     damages  that it may be required  to pay must in no event  exceed the price
     paid by the Purchaser for the Turnkey System, pursuant to this agreement.

6.3  Bartech  represents and warrants that it owns or has the right to use, free
     and clear of all liens, claims and restrictions all intellectual  property,
     of any kind,  howsoever  required  and/or  utilized in connection  with the
     Turnkey System and/or the Installation  ("Intellectual Property").  Bartech
     represents  and  warrants   that,  to  the  best  of  its  knowledge,   the
     Intellectual Property does not infringe upon or violate any right, lien, or
     claim of any third party.  Bartech hereby  undertakes to defend,  indemnify
     and hold harmless HOMI and its affiliates,  officers, directors, agents and
     employees  from and against any and all  actions,  costs,  claims,  losses,
     expenses and/or damages,  including reasonable attorneys' fees, arising out
     of or in any way incidental to allegations of patent, copyright,  trademark
     or other intellectual property  infringements  howsoever in relation to the
     Turnkey System and/or Installation;

6.4  Bartech  hereby  undertakes  to  perform  the  Installation  and supply the
     services  with the greatest of care and to ensure that no damage,  and only
     minimum  inconvenience,  if at all,  is  caused  to the  Hotel or any third
     parties, and likewise to ensure that all of its staff conduct themselves in
     a respectable and polite manner befitting the luxury status of the Hotel.



                             ARTICLE 7 MAINTENANCE

7.1      The terms for the routine preventive  maintenance on the Turnkey System
         are described in the "BARTECH Maintenance Guide," a copy of which shall
         be supplied to the Purchaser at time of installation.  Such maintenance
         services shall be performed directly by the Purchaser's personnel.

7.2      However,  the Seller may be required to perform preventive  maintenance
         services,  during the warranty period,  where the cause of the failures
         is attributable to a negligent error of the Seller.


<PAGE>

         In such case, the Seller, at its sole discretion, shall select the type
         of remedy to be  implemented.  The Seller shall use its best efforts to
         perform such  maintenance  services in a  satisfactory  manner,  but it
         shall offer no assurances  that its work will allow the failures if any
         that may be  encountered to be resolved,  or that after its work,  such
         failures will not reappear. In connection with the warranty, the Seller
         shall only be under an  obligation  to use its best  efforts and not to
         achieve any specific results.



                     ARTICLE 8 OBLIGATIONS OF THE PURCHASER

In  order to  allow  the  Seller  to  perform  its  obligations  hereunder  in a
satisfactory  manner, the Purchaser hereby agrees to provide the Seller with any
and all assistance that may be necessary, and in particular, with the assistance
described below:

(a)      The Purchaser must allow the Seller access to the  Installation  and to
         its maintenance  records, to the extent necessary and following advance
         coordination.

(b)      The Purchaser  shall comply with the Terms and  Conditions as specified
         in Exhibit A attached hereto.

(c)      The Hotel will  provide the  wire/cable  infrastructure  to support the
         Turnkey System. Unless strictly specified in Exhibit A attached hereto,
         any upgrade and/or repair to the Hotel's  cable/wire  infrastructure as
         was in place prior to the Installation  shall not be the responsibility
         of the Seller.

(d)      The  Purchaser  hereby  agrees (i) to always use the Turnkey  System in
         accordance with the use guidelines,  procedures, rules and instructions
         of the  Seller,  to  maintain  it  properly  and to provide  the proper
         ventilation  as  defined  by  the  Seller;   (ii)  not  to  change  the
         environment of the location where the System is installed; (iii) not to
         move  the  Installation  from  the  contractual  location  where  it is
         installed,  without  having first  secured the Seller's  prior  written
         authorization, except in cases of emergency or for its protection; (iv)
         not to modify the Turnkey System or add any  accessories  thereto;  (v)
         not to perform any work directly on the Turnkey  System,  except in the
         case referred to above in Article 7.1; and (vi) to use consumables that
         are compatible with the Turnkey System.

                                ARTICLE 9 PRICE

9.1      In  accordance  with  the  attached  offer,  the  sales  price  for the
         Installation  and Turnkey  System,  including  inter alia all Products,
         System,  hardware,  software and licenses, and shipping costs, has been
         defined as specified in Exhibit A attached hereto (the "Price").

9.2      The  Purchaser  must  pay for the  Turnkey  System,  at the net  Price,
         without  any  further  discount  beyond the  special  discount  already
         incorporated into the Price,  under the terms and conditions  specified
         in Exhibit A attached hereto.


<PAGE>

9.3      Any  amount  that is not paid by the  Purchaser  on the agreed due date
         shall  automatically bear interest for overdue payment,  at the rate of
         1.25% per month,  without  prejudice to the  Seller's  other rights and
         remedies. The payments may not be delayed for more than 60 days for any
         reason whatsoever.

                          ARTICLE 10 TRANSFER OF TITLE

10.1     Title to the Turnkey System shall only be transferred  upon the payment
         in full of the  Price,  by the  Purchaser.  The  payment  shall only be
         deemed to have been made upon the actual collection of the Price by the
         Seller.

10.2     However,  the risks shall be  transferred  to the  Purchaser  as of the
         delivery  of the  Installation  per  Section  3.3 above at the  Hotel's
         premises, and the Purchaser hereby agrees to use a due standard of care
         in connection with its custody and protection,  and to take out any and
         all  insurance it deems  appropriate,  in its  discretion,  in order to
         cover damage and  casualties  that could be caused  either to or by the
         Turnkey System.

10.3     Up until the full  payment of the  Price,  the  Purchaser  shall not be
         entitled to pledge the Turnkey  System or to use the Turnkey  System in
         any manner whatsoever as collateral,  other than in favor of any entity
         that has funded the purchase of the Turnkey System by the Purchaser, in
         whole or in part.

10.4     In case the Purchaser  fails to pay all or most of the Price on its due
         date, the Seller,  without forfeiting any of its other rights, shall be
         entitled to repossess the Turnkey  System,  at the expense and risks of
         the Purchaser.


                           ARTICLE 11 SUB-CONTRACTING

The Seller shall be entitled to sub-contract  for all or part of its obligations
in connection  with this  agreement,  subject to compliance with the contractual
terms and conditions.  Any such  sub-contracting  shall not serve to release the
Seller from its obligations.

                    ARTICLE 12 CONFIDENTIALITY AND PROPERTY

All the types of technical  documents,  details on the offer,  general rules and
special rules and  specifications  provided to the Purchaser by the Seller shall
remain the exclusive property of the Seller. None of the information referred to
above may be used or  disclosed  to any third  parties  other  than to the Hotel
and/or to the Purchaser's affiliates, in any connection whatsoever,  without the
Seller's prior written authorization.


<PAGE>

                 ARTICLE 13 GOVERNING LAW ~ JURISDICTION CLAUSE

13.1     Arbitration  All disputes that may arise under this  Agreement,  except
         for  disputes  which  may   necessitate   extraordinary   equitable  or
         injunctive relief, that are not settled by parties themselves, shall be
         submitted  to  binding   arbitration   in  France   before  the  French
         Arbitration   under  its   Commercial   Rules  then   prevailing.   The
         non-prevailing party shall pay all costs of arbitration, including each
         party's attorney's fees and the fees of the arbitrators.

13.2     Relationship   of  Parties.   This  Agreement  does  not  constitute  a
         partnership  or joint  venture  between the Buyer and the Seller.  Both
         parties   acknowledge  that  the  relationship   shall  be  one  of  an
         independent contractor.

13.3     Governing  Law.  This  Agreement and any dispute or claim arising under
         this Agreement shall be governed by the laws of France,  without regard
         to principles of conflicts of law.

13.4     Jurisdiction.  The parties hereby consent to personal jurisdiction in a
         court  located in France.  Service of process may be made by  certified
         mail/return receipt requested or any other method of service of process
         authorized  by law. Each party agrees that it shall not assert venue as
         a defense to any action or  proceeding  or make any  argument  based on
         principles  of forum non  conveniens  or similar  legal  principles  of
         doctrines.

13.5     No Waiver.  Failure of any party to insist upon the strict  performance
         of this  Agreement,  or a delay in exercising any remedy provided under
         this Agreement,  shall not constitute a waiver of any rights, remedies,
         terms, conditions or provisions of this Agreement.


                      ARTICLE 14 MISCELLANEOUS PROVISIONS

14.1     This agreement  constitutes the entire agreement between the parties in
         relation to its subject  matter.  It replaces and  supersedes any other
         earlier agreements,  whether oral or written,  express or implied, that
         may have been made by and  between  the parties in relation to the same
         subject matter.

14.2     None of the parties to this agreement  shall be deemed to be in default
         in the  performance  of this  agreement in any case of force majeure or
         for any other cause beyond its reasonable  control,  including  without
         being limited to in case of war, civil war, riot, shortages of supplies
         or any other event having the same nature.

14.3     No amendment may be made to this agreement, and it shall not be legally
         binding on the Seller or on the  Purchaser,  unless such  amendment  is
         recorded in a written deed bearing the signature of both parties.

14.4     In the event that any  provision  of this  agreement is  considered  or
         held, at any time whatsoever, to be illegal,  unenforceable and/or null
         and void,  such fact shall not affect the  validity of the  agreement's
         remaining provisions,  which shall thus be deemed to be severable,  and
         in such case, the agreement  shall be considered as having been drafted
         or redrafted  without the provision that is illegal,  unenforceable  or
         null and void.


<PAGE>

14.5     The exhibits hereto shall form an integral part of this agreement.





Executed in:   Paris

[---------------]                               [---------------]
THE SELLER                                      THE PURCHASER


Title: [__________]                             Title: [__________]

Date: [__________]                              Date: [__________]




<PAGE>

                                    EXHIBIT A




<PAGE>

                                    Exhibit B

             ACCEPTANCE OF INSTALLED AND COMPLETED PRODUCT/SERVICES

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
   QTY                                  PRODUCT                                                  SIGN-OFF
----------------------------------------------------------------------------------------------------------------------
<S>        <C>                                                                                   <C>
           Refreshment Centers with Firmware Licenses :
----------------------------------------------------------------------------------------------------------------------
           [Specify type and model]
----------------------------------------------------------------------------------------------------------------------
           Spare Units
----------------------------------------------------------------------------------------------------------------------
           Bartech Central Processing Unit, as required
----------------------------------------------------------------------------------------------------------------------
           Bartech Software, Version ___________
----------------------------------------------------------------------------------------------------------------------
           PMS Interface
----------------------------------------------------------------------------------------------------------------------
           Remote Control - Refill Attendant
----------------------------------------------------------------------------------------------------------------------
           Remote Control - Maintenance
----------------------------------------------------------------------------------------------------------------------
           Remote Control - Set-Up
----------------------------------------------------------------------------------------------------------------------
           User Manual
----------------------------------------------------------------------------------------------------------------------
                                        TRAINING
----------------------------------------------------------------------------------------------------------------------
           Room Service :
----------------------------------------------------------------------------------------------------------------------
           o        Bartech Mini Bar
----------------------------------------------------------------------------------------------------------------------
           o        Bartech PC
----------------------------------------------------------------------------------------------------------------------
           Engineering :
----------------------------------------------------------------------------------------------------------------------
           o        Bartech Mini Bar
----------------------------------------------------------------------------------------------------------------------
           o        Bartech PC
----------------------------------------------------------------------------------------------------------------------
           o        Bartech Central Processing Unit, as required
----------------------------------------------------------------------------------------------------------------------
           Food and Beverage
----------------------------------------------------------------------------------------------------------------------
           IT Manager
----------------------------------------------------------------------------------------------------------------------
           Front Desk
----------------------------------------------------------------------------------------------------------------------
           Food and Beverage Trainer
----------------------------------------------------------------------------------------------------------------------
           Enigineer Trainer
----------------------------------------------------------------------------------------------------------------------
           Front Desk Trainer
----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                    Exhibit 4.4a




                                     CURRENT
                               END USER PRICE LIST
                                    FOR EMEA





--------------------------------------------------------------------------------
                                 Attached hereto
--------------------------------------------------------------------------------



<PAGE>

Exhibit  7.2

Extended Warranty & Service Agreement



--------------------------------------------------------------------------------


                 HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.

--------------------------------------------------------------------------------



























Submitted By:

Bartech(R) EMEA



<PAGE>





                        SERVICE AND MAINTENANCE AGREEMENT
                           FOR A TURNKEY INSTALLATION





BY AND BETWEEN THE UNDERSIGNED:

|X|      BARTECH  EMEA,  located  at 4 Rue du Port  aux  vins,  92159  Suresnes,
         France,  represented  by Leo Illouz,  duly  authorized for the purposes
         hereof,

                  hereinafter referred to as the "Bartech"


                           party of the first part




AND:

|X|      *HOTEL  OUTSOURCE  MANAGEMENT  INTERNATIONAL  INC.,  of 116 West,  23rd
         Street,  Suite 500, New York,  NY 10011,  represented  by Jacob Ronnel,
         duly authorized for the purposes hereof,

                           hereinafter referred to as the "Customer" or "HOMI"

                                    party of the second part


<PAGE>



PREAMBLE:

A.       BARTECH markets and installs highly technical  refrigeration  equipment
         designed with the lodging industry in mind.

B.       The Customer is the operator of a BARTECH  equipment  installation  and
         wishes to receive service that includes both parts and labor.

C.       The parties  have  conducted  negotiations  with a view to defining the
         terms and  conditions  under which BARTECH would provide its service on
         the Customer's equipment and its operations.

THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

ARTICLE 1 SERVICE SUPPORT

1.1        Under this agreement, BARTECH hereby agrees to ensure SPARE PARTS AND
           LABOR  SUPPORT  of that  equipment  listed on the  descriptive  sheet
           attached hereto in Exhibit 1 (the "Equipment") and, in particular, to
           provide  SPARE PARTS,  LABOR and  EQUIPMENT  as described  below (the
           "Support").  BARTECH  alone  shall be the judge  whether to repair or
           replace defective equipment.

1.2        PREVENTIVE  AND  CORRECTIVE  LABOR:   This  agreement   provides  for
           replacement parts,  equipment and the labor necessary to maintain the
           system.  Bartech  shall be  responsible  for all  labor  required  to
           trouble shoot, diagnose,  remove, replace and verify all failures and
           replacements.  Bartech is further responsible to provide the level of
           preventive  maintenance  necessary  to  keep  the  equipment  in good
           functional condition.

           Preventive  maintenance  shall  include all the services  intended to
           reduce the number of the equipment's  malfunctions  and to extend its
           life expectancy.  Such services shall consist of checking and testing
           operations and occasional cleaning of the equipment.

1.3        MAINTENANCE  SUPPORT: In case of any malfunctioning of all or part of
           the  equipment,  at the  Customer's  express  request,  BARTECH shall
           provide all the  necessary  SPARE  PARTS AND LABOR  during its normal
           office  hours  and on normal  business  days,  or at any  other  time
           subject to the payment of a  supplemental  charge,  according  to the
           rates specified in Exhibit 2 hereto.

           Based on the  information  supplied by the Customer,  Bartech  hereby
           agrees,  at the Customer's  request,  to dispatch a qualified service
           representative  to the  Customer's  premises  as  follows:  a) If the
           entire system is in an inoperative state, Bartech will respond within
           a 1-day period to remedy the  failure;  b) if more than 30 units have
           dropped  off-line,  Bartech  will  respond  within a 2-day  period to
           remedy the failures;  c) If less than 30 units but more than 10 units
           are  off-line,  Bartech will respond  within a 4 day period to remedy
           the  failures.   Singular  or  multiple  individual  unit  piece-part
           failures will be addressed on a monthly basis.  It is understood that
           such requests  made by the Customer  will not warrant any  additional
           charges.  If over-night stays are required by the technician(s),  the
           hotel shall provide room and meals as necessary.

           BARTECH will provide a preventive  program on a scheduled  basis each
           year  for  revision  of the  installation,  refreshment  training  to
           trainers,  site  visits  and  inspection  of system  with  preventive
           cleaning and replacement procedures. A minimum of two visits per year
           is guaranteed under this agreement.  If over-night stays are required
           by the  technician(s),  the  hotel  shall  provide  room and meals as
           necessary.

1.4        BARTECH  will  connect  via modem to the  BARTECH  System in order to
           perform diagnostic procedures and, if necessary, to update software.

1.5        BARTECH will provide an annual  schedule of classroom  training  made
           available to the  Customer for its own choice to send staff  (limited
           to determined  number of people per session) that can be held on-site
           and at the Customer's  request.  This service is limited to two times
           per  calendar  year  and  will  be  combined   with  the   preventive
           maintenance visits.


<PAGE>

ARTICLE 2    ASSISTANCE BY THE CUSTOMER

2.1        The  Customer  shall  maintain  an  incident  logbook,  in which  the
           Customer records all  service-related  events. The Customer must make
           available  to  BARTECH  all  the  documentation   pertaining  to  the
           equipment  including the incident  logbook.  The Customer shall allow
           BARTECH to ask questions to one or more of the  Customer's  employees
           familiar with the equipment  and  installations  to help diagnose the
           observed technical difficulties.

2.2        The  Customer  must make  available a proper  environment  to perform
           diagnostics and repair suited to the nature of the service call.

2.3        The Customer must set aside,  free of charge,  an area to store SPARE
           PARTS for the BARTECH System.  The Customer must take  precautions to
           safeguard the SPARE PARTS.

2.4        The Customer hereby agrees to use only BARTECH-approved SPARE PARTS.

2.5        The Customer  hereby agrees to provide a dedicated  telephone line to
           allow remote  access to the BARTECH  System for "off site"  diagnosis
           and file transfer.

ARTICLE 3 FEE

3.1        Service  contracts  are  available at time of original  purchase.  In
           consideration of providing a service contract, the Customer agrees to
           pay a fee to BARTECH.  A schedule  of costs for the Service  Contract
           for SPARE PARTS, EQUIPMENT AND LABOR and fees for additional training
           and services are defined in Exhibit 2.

3.2        Invoices will be sent out on a quarterly basis.  Terms of payment are
           net thirty days.  Invoicing  will begin on the first month  following
           installation  and will continue for a term equal to the length of the
           Service Contract.

3.3        Any  invoices  which  remain  unpaid for more than  fifteen (15) days
           after the due date shall accrue interest at a rate of 1.5% per month.
           Any invoices  which remain unpaid after 90 days will be considered in
           default and will result in termination of this service agreement.

ARTICLE 4    SPARE PARTS

4.1      During the Service Contract period,  BARTECH shall supply (for on-sight
         storage)  to  the  Customer   proprietary  SPARE  PARTS  necessary  for
         maintaining  the BARTECH System as part of the agreement.  BARTECH will
         use its sole  discretion in providing new or like-new SPARE PARTS.  The
         used parts will become property of BARTECH.

         However,  in the event that a SPARE  PART is  required  to replace  one
         damaged  by abuse,  neglect,  fire,  water,  or any  reason  other than
         ordinary wear and tear,  BARTECH  hereby  reserves the right to invoice
         for the material and labor at its current rates.

4.2      As part of the  repair  process,  BARTECH  reserves  the  right to make
         technical changes that improve the performance of the equipment.


ARTICLE 5 PROPER SAFEGUARDING OF THE EQUIPMENT

5.1      The Customer must maintain a proper  location and  environment  for the
         BARTECH System,  in accordance with the generally  accepted  practices.
         The  Customer  hereby  agrees  not to change the  equipment's  location
         without first notifying BARTECH in writing.


<PAGE>

5.2      The  Customer  should only use  procedures  approved  by  BARTECH.  The
         Customer should follow all instructions and recommendations relating to
         the handling and operation of the equipment as specified in the manual.

5.3      BARTECH  recommends that the Customer  operate the system in accordance
         with the instructions in the user's manual.

5.4      In the event of a lease or revenue share agreement, the Customer hereby
         represents  that they have taken out  insurance  policies  covering the
         damage and casualties that may be caused either to or by the equipment.

5.5        BARTECH  will  ensure  product  continuity  to the  Customer  through
           software and firmware  updates  when  applicable.  Through a standard
           update procedure,  BARTECH will notify Customer of update content and
           program. BARTECH will also provide additional training if it applies.

     ARTICLE 6   UNCERTIFIED THIRD PARTY SERVICE

     6.1   The Customer must notify BARTECH of all work performed on the BARTECH
           System by a third party, and record such work in the incident logbook
           for the  equipment.  Any service  call that  BARTECH  deems to be the
           result of uncertified  third party  involvement  shall be invoiced by
           BARTECH to the Customer at BARTECH's current rates.

     ARTICLE 7   LIABILITY

     7.1   BARTECH  shall  in  no  event  be  held  liable,  in  any  connection
           whatsoever,  for any  direct or  indirect  damages,  financial  loss,
           physical  damage or contingent  damage,  including but not limited to
           any lost  profits or business  interruption,  by reason of  BARTECH's
           work,  unless the Customer  establishes  a direct causal link between
           the damage sustained by the equipment and BARTECH's gross negligence.

     7.2   When BARTECH's liability is claimed in any connection whatsoever, and
           if a final and binding  court  decision has been issued,  the parties
           hereby  agree that any  damages  that  BARTECH  may be ordered to pay
           shall be limited to the Service Contract fee owed by the Customer.

     ARTICLE 8   TERM OF THE AGREEMENT

     This agreement  shall enter into effect on the date of its execution by the
     parties hereto, for the term specified in Exhibit 1.

     ARTICLE 9   TERMINATION

     Notwithstanding  any other provisions  contained herein, this agreement may
be terminated:

     9.1   By BARTECH,  immediately and automatically  during the course of this
           agreement,   where  any  court  decision  orders  the  Customer  into
           bankruptcy liquidation or where the Customer is dissolved.

     9.2   By either of the parties, automatically, subject to the dispatch of a
           written  notice to the other party by  registered  letter with return
           receipt  requested,  in  case  of  any  breach  of  any  one  of  the
           contractual obligations,  where such breach has not been cured thirty
           (30) days after the receipt of the above formal notice.

     ARTICLE 10  FORCE MAJEURE

     10.1  BARTECH  shall  not  be  liable  for  any  delay  or  breach  in  the
           performance  of any one of its  contractual  obligations,  where such
           breach is the direct or indirect result of a case of force majeure.


<PAGE>

     10.2  For the purposes of this agreement, the term "force majeure" shall be
           understood  to mean  transportation  delays or the  impossibility  in
           procuring   necessary   materials  due  to  strikes  or  other  labor
           difficulties,  uprisings, riots, wars, fires, floods or other natural
           disasters, or any causes beyond the control of BARTECH.  Bartech will
           use  its  best   efforts  to  mitigate   any   potential   delays  by
           investigating  work-around  methods,  use of  alternate  suppliers of
           material and labor. In such event, the performance of its obligations
           shall be  suspended  until the end of the case of force  majeure,  or
           until such time a work-around  procedure can be mutually agreed to by
           both parties.

     ARTICLE 11  MISCELLANEOUS PROVISIONS

     11.1  Any silence or abstention  by a wronged party in connection  with one
           or more breaches shall in no event be deemed to be any tacit approval
           thereof,  that would  constitute a precedent that could be claimed by
           the defaulting party.

     11.2  No  amendment  may be made to this  agreement,  and it  shall  not be
           legally  binding on the  parties  unless  such  amendment  is made in
           writing and signed by both parties.

     11.3  In the event that any  provision of this  agreement is  considered or
           held, at any time  whatsoever,  to be illegal,  unenforceable  and/or
           null and  void,  such fact  shall  not  affect  the  validity  of the
           agreement's  remaining  provisions,  which shall thus be deemed to be
           severable,  and in such case,  the  agreement  shall be considered as
           having  been  drafted or  redrafted  without  the  provision  that is
           illegal, unenforceable or null and void.

     11.4 The exhibits hereto shall form an integral part of this agreement.

     ARTICLE 12  ASSIGNMENT

     The Customer  shall not be entitled to assign or to otherwise  transfer any
     right whatsoever that it may hold under this agreement,  without  BARTECH's
     prior written authorization.

     ARTICLE 13  GOVERNING LAW

     This Agreement and any dispute or claim arising under this Agreement  shall
     be  governed  by the  laws of  France,  without  regard  to  principles  of
     conflicts of law.



     Signature:                                 Signature:
               ------------------------------
     Bartech EMEA                               Hotel Outsource Management
                                                International, Inc.



     By:                                         By:
         -----------------------------               ----------------------

     Date:                                       Date:
          ----------------------------                ---------------------





<PAGE>

                                    EXHIBIT 1

                              LIST OF THE EQUIPMENT




                               THE EQUIPMENT

         o        Qty. of units Automatic Refreshment Centers

         o        Qty. of remotes Infrared Remote Control Units

         o        1 Application Software


Should  Bartech  provide the  optional PC equipment  and  printer,  any extended
warranty on this equipment shall be provided solely by the PC manufacturer.


<PAGE>


                                    EXHIBIT 2

                                      FEES

 2. TERM OF THE AGREEMENT
 Service Contract Period           Yearly  Payment
 -----------------------           ----------------
 Year One                          Euro 0   per Bartech Minibar Installed
                                   and Operating

 Years Two through Ten             Euro 20 per Bartech Minibar Installed
                                   and Operating


     Pricing is presented in a "per year " schedule.

     Pricing does not include taxes. The fee will be invoiced  quarterly at four
equal payments




     Summary of Options (Rates subject to change)

     Standard  fees  for  any  additional  training  or  technical  intervention
     requirements outside the scope of the contract:

1.       First Hour of Service....................................Euro150.00
2.       Thereafter...............................................Euro75/hour
3.       Daily Training Services..................................Euro850/day
4.       Classroom Training
              -Training the Trainer or end-user
              Standard 3 days, maximum 8 participants............Euro1,750.00

     All costs exclude direct travel, per diem and taxes, which will be added to
any invoice.



<PAGE>


                                SPARE PARTS LIST

     The following list is typical of the spare part inventory that will be left
     with the Customer after system  installation  is completed.  Quantities are
     based upon the  installation  base. In addition to this list,  Bartech will
     provide one of each type of units (complete and ready for installation) for
     sparing purposes.

     Upper and Lower Shelf PCB

     Upper and Lower Balcony PCB

     Master Control PCB

     Power Supply Unit

     Cooling System Compressor/Absorption Unit

     Internal Light PCB

     Electromagnetic Lock Set

     LED Assembly

     Detector Kit, Door/Shelf

<PAGE>

                                                                    Exhibit 12.1

                             DISTRIBUTORS DIRECTORY

                   Europe, Middle East, Africa, United States,
                                       and
                              Asia Pacific Regions


--------------------------------------------------------------------------------
                       BARTECH SYSTEMS INTERNATIONAL, Inc
                            251 Najoles Road, Suite A
                       Millersville, Maryland 21108 - USA
             Fax : (1) 410 729 7916 - E-mail : dcohen@usabartech.com
                         Web : http://www.usabartech.com
--------------------------------------------------------------------------------


<TABLE>
<S>                                     <C>                                     <C>
BSI                                      BARTECH E.M.E.A                         BARTECH ASIA PACIFIC
                                        INCLUDING ASIA PACIFIC                      (BARTECH EMEA)
251, Najoles Road,
Suite A                                 4, Rue du Port-Aux-Vins                 Level 5,
Millersville,                           92150 Suresnes,                         Wisma Goldhill
Maryland 21108 USA                      France                                  67 Jalan Raja Chulan
                                                                                50200 Kuala Lumpur, Malaysia
Contacts : Daniel Cohen                 Contacts : Leo Illouz
Phone : +1  (410) 729 8425              Phone : +33 (0)1 41 44 10 10            Contact : Sophie Longevialle
Fax :      +1 (410) 729 7916            Fax :     +33 (0)1 41 44 10 11          Web : http://www.my-bartech.com
Web : http://www.usabartech.com         Web : http://www.my-bartech.com         E-mail : slongevialle@bartech.fr
E-mail : dcohen@usabartech .com         E-mail :  lillouz@bartech.fr            Area :
Area : United States                    Area :Europe, Middle East, Africa
                                        ASIA & PACIFIC
</TABLE>


<PAGE>


                           EUROPE, MIDDLE EAST, AFRICA



=====================================================================
                   Austria & Poland & Hungary & Czech Republic
**********************************************************************

Hugin. Sweda Datensysteme Ges.m.b.H

Laxenburger Strasse 226
A - 1232 Vienna, Austria

                                          Phone : +43 (1) 610 99
                                          Fax :     +43 (1) 610 9939
Contacts: Andreas Spitzer - Sales Manager E-mail : andreas.spitzer@huginsweda.at


                                     Belgium
*****************************************************************************
Bartech E.M.E.A.
4, Rue du Port-Aux-Vins
92150 Suresnes, France                            Phone: +33 (0)1 41 44 10 10
                                                    Fax: +33 (0)1 41 44 10 11
                                               Web: http://www.my-bartech.com


                                 Czech Republic
*****************************************************************************

Hugin. Sweda Datensysteme Ges.m.b.H

Laxenburger Strasse 226
A - 1232 Vienna, Austria

                                           Phone: +43 (1) 610 99
                                           Fax:   +43 (1) 610 9939
Contacts: Andreas Spitzer - Sales Manager  E-mail: andreas.spitzer@huginsweda.at

<PAGE>


                                     Denmark
*****************************************************************************

E-Bar Nordic A/S
Bagsvaerdvej 72B
DK - 2820 lyngby
Denmark

                                               Phone: +45 70 12 8129
                                               Fax:   +45 70 11 1010 Contacts:
Kim Christiansen - Managing Sales Director     E-mail : kc@Bartech.dk
              Ken Vejler- Managing Director    E-mail : kv@Bartech.dk


                             Estonia (Baltic States)
*****************************************************************************
Baltic HRS
Hobujaama str.4, room 509
10151 Tallinn
Estonia
                                             Phone: +372 661 66 62
                                             Fax:   +372 661 66 65
 Contacts: Katrin Vellesalu                  E-mail: Kvellesalu@netexpress.ee


                                     Finland
*****************************************************************************

E-Bar Nordic A/S
Bagsvaerdvej 72B
DK - 2820 lyngby
Denmark
                                                        Phone:  +45 70 128 129
                                                        Fax:    +45 70 111 010
Contacts: Kim Christiansen - Managing Sales Director    E-Mail: kc@Bartech.dk
          Ken Vejler - Managing Director                E-Mail: kv@Bartech.dk


<PAGE>


                                     France
*****************************************************************************

Bartech E.M.E.A.
4, Rue du Port-Aux-Vins
92150 Suresnes, France                      Phone :   +33 (0)1 41 44 10 10
                                            Fax :     +33 (0)1 41 44 10 11
                                            Web : http://www.my-bartech.com
Sales contacts:
                  Leo Illouz                E-mail : leo.illouz@bartech.fr
                  Valerie Cosmao            E-mail : vcosmao@bartech.fr
                  Sophie Longevialle        E-mail : slongevialle@bartech.fr
                  Mario Mendes              E-mail : mmendes@bartech.fr
                  Caroline Revol            E-mail: crevol@bartech.fr

Technical contacts:
                  Jean-Claude Tillet        E-mail : jctillet@bartech.fr
                  Vincent Gopalakrisna      E-mail : vgopala@bartech.fr
                  Jean-Paul Achaume         E-mail : jpachaume@bartech.fr
                  Cyrille Le Pennec         E-mail : clepennec@bartech.fr
                  Rama Virassamy            E-mail : rvirassamy@bartech.fr


                                     Germany
*****************************************************************************
Bartech Deutschland GmbH
Tibergraben 15
47877 Willich, Germany

                                            Phone:  +49 (0) 2154 95 27 86
                                            Fax:    +49 (0) 2154 95 27 87
                                            Web: http://www.my-bartech.com
Contact for sales : Walter Mohle            E-mail: wmoehle@t-online.de


                                     Greece
*****************************************************************************
Habakis
4 Ipsilandou Str. KIFFISSIA,
14561 Athens, Greece

                                                   Phone: +30 (21) 0807 4710
                                                   Fax:   +30 (21) 0807 4662
Contacts for Sales : Spiros E. Habakis             E-mail: info@habakis.gr



<PAGE>


                                     Iceland
*****************************************************************************

E-Bar Nordic A/S
Vollsveien 6
N-1366 Lysaker, Oslo
Norway
                                                    Phone : +47 67 81 96 14
                                                      Fax : +47 67 81 95 10
Contacts: Magnus Backer - Sales Director           E-Mail : mb@Bartech.dk



                                     Israel
*****************************************************************************
Bartech Mediterranean Ltd
Hamered Street 25
POBox 50501
Tel Aviv 61500, Israel

                                                  Phone : +972 3 516 74 35
                                                  Fax :   +972 3 516 85 77
Contacts : Jacky Ronnel - Managing Director       E-Mail : bartech1@inter.net.il



                                      Italy
*****************************************************************************

TE.MA Hospitality S.r.l.

Via E. Reginato, 71
31100 Treviso, Italy
                                                      Phone :  +39 0422 261 214
                                                      Fax :    +39 0422 263 861
                                                      Mobile : +39 34 8222 8108
Contacts : Dario Bastasin - Managing Director         E-mail : temahosp@tin.it

<PAGE>

                                     Lebanon
*****************************************************************************

CHIP -Bartech Agent

Media Center Bldg
Accawi - Ashrafieh
PO BOX 165947
Beyrouth, Lebanon

                                                   Phone : +961 (1) 573 573
                                                   Fax :   +961(1) 561 599
Contacts : Hady NAHAS - General Manager            E-mail :hnahas@Inco.com.lb.



                                   Netherlands
*****************************************************************************

Bartech E.M.E.A.
4, Rue du Port-Aux-Vins
92150 Suresnes, France                         Phone : +33 (0)1 41 44 10 10
                                               Fax :   +33 (0)1 41 44 10 11
                                               Web : http://www.my-bartech.com



                                     Norway
*****************************************************************************
E-Bar Nordic A/S
Vollsveien 6
N-1366 Lysaker, Oslo
Norway
                                                    Phone: +47 67 81 96 14
                                                    Fax : +47 67 81 95 10
                                                    Web : http://www.bartech.fr
Contacts: Magnus Backer - Sales Director            E-mail : mb@Bartech.dk



<PAGE>

                                    Portugal
*****************************************************************************
BARTECH sales office

Paseo de la Chopera, 95 Bajo Local
28100 Alcobendas (Madrid)
Spain                                             Phone :  +34 91 662 0815
                                                  Fax :    +34 91 662 1776
                                                  Mobile : +34 669 431 069
Contacts : Mrs Cristina Eguiluz                   E-mail : ceguiluz@bartech.fr


                                      Qatar
*****************************************************************************

Chip International
P.O Box 20180
Doha - Qatar
                                                  Phone :  +974 444 5150
                                                  Fax :    +974 436 47 27
Contacts : Omar Askar - Chief Executive Officer   E-mail : chip_Qatar@yahoo.com


                                     Russia
*****************************************************************************

Hotel & Restaurant Systems                        Micros & Fidelio

4 Tessinsky Per, Bldg 1
Moscow 109028, Russia
                                                  Phone : +70 (095) 796 99 00
                                                  Fax : +70 (095) 796 99 01
Contacts : Joanne Vaughan                         E-mail : jvaughan@hrs.ru


<PAGE>


                                  South Africa
*****************************************************************************
BATIM - Bartech Agency

18 Bolton Road
Johannesburg 2193
South Africa
                                                    Phone : +27 (11) 44 23 010
                                                    Fax :   +27 (11) 44 23 096
Contacts : Brian Gruzd


<PAGE>


                                      Spain
*****************************************************************************
BARTECH sales office

Paseo de la Chopera, 95 Bajo Local
28100 Alcobendas (Madrid)
Spain                                            Phone :  + 34 91 662 0815
                                                 Fax :    + 34 91 662 1776
                                                 Mobile : + 34 669 431 069
Contacts : Mrs Cristina Eguiluz                  E-mail : ceguiluz@bartech.fr


                                     Sweden
*****************************************************************************

E-Bar Nordic A/S
Vollsveien 6
N-1366 Lysaker, Oslo
Norway
                                                  Phone: +47 67 81 96 14
                                                  Fax :  +47 67 81 95 10
                                                  Web :  http://www.bartech.fr
Contacts: Magnus Backer - Sales Director          E-mail : mb@Bartech.dk


                                   Switzerland
*****************************************************************************
Bartech E.M.E.A.
4, Rue du Port-Aux-Vins
92150 Suresnes, France

                                                   Phone : +33 (1) 41 44 10 10
                                                   Fax :   +33 (1) 41 44 10 11
                                                   Web : http://www.bartech.fr
Contact for sales : Valerie Cosmao                 E-mail : vcosmao@bartech.fr


                                     Turkey
*****************************************************************************

Protel Ltd
Sulun Sock. No 8
1. Levent
80620 Istanbul, Turkey
                                                 Phone : +90 (212) 281 9060
                                                 Fax :   +90 (212) 283 6798
Contacts : Metin Arghan - Managing Director      E-mail : marghan@protel.com.tr
           Merih Sutlas - Project Manager




<PAGE>

             United Arab Emirates - Bahrain - Kuwait - Saudi Arabia
*****************************************************************************


Emirates Commercial Business Services

Al Ain Tower, 3rd Floor, Suite 302
Hamdan Street
P.O.Box 44907
Abu Dhabi , United Arab Emirates

                                                   Phone :  +971 (2) 678 9500
                                                   Fax :    +971 (2) 678 9099
Contacts : Mr Wyche Bonnot - General Manager       E-mail : cbs@emirates.net.ae


<PAGE>

                                 United Kingdom
*****************************************************************************

Bartech UK
Riverside Business Centre
Unit A02
Haldane Place
London SW18 4LZ
United Kingdom


                                              Phone : +44 (020) 8874 98 88
                                              Fax :   +44 (020)  8874 9894
                                              Mobile Tel : +44 780 144 21 07
                                              Web : http://www.bartech.fr
Contact for sales :
         Carine Lebrun - Managing Director    E-mail : clebrun@bartech.co.uk.
         Yasmin Samelin - Sales               E-mail : ysamelin@bartech.co.uk
         Jamie Hanna - Sales                  E-mail : jhanna@bartech.co.uk



Contact for Technical support in U.K  :
         Simon Willgress                      Tel :  +44 (020) 8874 98 88
                                              Fax :  +44 (020) 8874 9894
                                              Mobile Tel : +44 780 156 21 87
                                              E-mail : willgress@bartech.co.uk


<PAGE>

                                      ASIA


                                    Hong Kong
*****************************************************************************

Virtual Technology System Company Ltd

1903, Seaview Commercial Building
21-24, Connaught Road West
Sheung Wan, Hong Kong                                  Phone : +852 2152 9375
                                                       Fax :   +852 2154 6433


Contacts : Michael Teo - Managing Director             E-mail : keteo@vot.com.hk

                                      Korea
*****************************************************************************

CSOS CO., LTD                                      Micros

3F. Hyojin B/D
#1540-5, Seocho-Dong
Seocho-Gu
Seoul, Korea
                                            Phone :  +82 (2) 3471 1588
                                            Fax :    +82 (2) 3471 1577
Contacts : B.R. Cheon - President           E-mail : brcheon@soback.kornet21.net
           Daniel Kwon - Managing Director

                                    Singapore
*****************************************************************************

DTS Marketing PTE Ltd.

67 Ayer Rajah Crescent - #06-16/26
Ayer Rajah Industrial Estate
Singapore 139950
 Singapore
                                                 Phone :  +65 6775 5322
                                                 Fax :    +65 6775 2993
                                                 Mobile : +65 910 712 16
Contacts : J.K. Ong - General Manager & Chairman
           Victor Chee - Director
           Janet Ong - Director                  E-mail : janet_ong@dtsmkt.com
           Lay See Tan - Manager                 E-mail : tan_lay_see@dtsmkt.com



<PAGE>

                                    AUSTRALIA


                                    Australia
*****************************************************************************

Kyloon Pty Ltd
P.O. Box 2023,
Taren Point NSW 2229
AUSTRALIA

                                       Freecall : + 1800 623 323
                                       Phone :    + 61 2 9531 5402
                                       Fax :      + 61 2 9542 8911
                                       Mobile :   + 61 418 233 918
Contacts :  Barry Stubbs               E-mail : BarryS@Kyloon.com.au


                                   NEW ZEALAND

                                   NEW ZEALAND
*****************************************************************************

Brantas international Technology Ltd
Level 3, The Corporate Centre
60 Cook street
Auckland  - New Zealand


                                    Phone : 64 (9) 356 2158
                                    Fax : + 64 (9) 358 9070
Contacts :  Jan W. Strijker         E-mail : jstrijker@brantasinternational.com



<PAGE>

                                       USA


                            United States of America
*****************************************************************************


Bartech Systems Corporation

251 Najoles Road,
Suite A
Millersville,
Maryland 21108 - USA
                                           Phone : +(1)(410) 729 7725
                                           Fax :   +(1)(410) 729 7723
                                           Web : http://www.usabartech.com
Contacts : Marc Cohen - President          E-mail : mcohen@usabartech.com
           Chris Smith - Technical         E-mail : csmith@usabartech.com
           Mike Walder - Technical         E-mail : mwalderusabartech.com



Bartech Systems International

251 Najoles Road,
Suite A
Millersville,
Maryland 21108 - USA
                                           Phone : +(1)(410) 729 7915
                                           Fax :   +(1)(410) 729 7916

Contacts : Daniel Cohen - President        E-mail : dcohen@usabartech.com
           Mario Agrario                   E-mail : magrario@usabartech.com
           Vincent Tessier                 E-mail : vtessier@usabartech.com
           Bill Buckley                    E-mail : Wnbuckley@aol.com
           Michael Russo                   E-mail : mrusso@usabartech.com




<PAGE>

                              Southeast of America
*****************************************************************************

Bartech Sales Office Florida (Miami. USA)
16465 NE 22nd avenue,
Unit 512
North Miami Beach, FL 33 160 - USA
                                               Phone : +(1)(305) 947 6567
                                               Fax : +(1) (305) 947 7738
                                               Web : http://www.usabartech.com
Contacts : Jerry Toumasis - Sales Manager      E-mail : gtoumasis@usabartech.com


                            South Central of America
*****************************************************************************

Bartech Sales Office  Texas (Dallas. USA)
3700 Legacy Drive #13103
Frisco TX 75034- USA
                                               Phone : +1 (972) 377 4380
                                               Fax :   +1 (972) 377 4376
Contacts : Melanie A.Hill - Sales Executive    E-mail : mhill@usabartech.com
                                               Web : http://www.usabartech.com


                              Southwest of America
*****************************************************************************
Bartech Sales Office California (Los Angeles. USA)
416 Jeffries Avenue #86
Monrovia, CA 91016
                                            Phone : +1 626 446 0622
                                            Fax :   +1 626 446 0254
                                            Cell :  +1 213 706 2873
Contacts : Kelly Miller                     Email : kmiller@usabartech.com


                            North Central of America
*****************************************************************************

Bartech Sales Office Chicago
10400 South Campbell Ave
Chicago, IL 60655
                                           Phone : +1 773 429 0763
                                           Fax :   +1 773 429 0792
Contacts : Michael McIlvain                Email : mmcilvain@usabartech.com




<PAGE>

                                   Puerto Rico
*****************************************************************************

MicroTech Service, Inc
383 Rafael Lamar Street
Hato Rey, PR 00918
                                               Phone : +1 787 764 5022
                                               Fax :   +1 787 764 5577
Contacts : Reuben Rivera - President           Web : www.microtech-pr.com




                                     Mexico
*****************************************************************************

Grupo Avance Sistemas S.A  de C.V
Shakespeare #149
Colonia Anzures
Zip Code 11590 Mexico City


                                                 Phone : +52 55 5255 2555
Contacts : Marcos Levy                           Web: www.avance.com.mx