exhibit10_35.htm


    EMPLOYMENT
AGREEMENT

     

    EFFECTIVE
AS OF 11TH DAY OF AUGUST, 2008

     

    
      	
              BY AND
      AMONG:

            	
              HOMI ISRAEL
      LTD., a private limited liability company, incorporated and
      existing under the laws of Israel, Company No. 512482787, whose address
      for the purposes of this Agreement shall be c/o Linor Labandter, 100 Levi
      Eshkol Street, Tel Aviv 69361, Fax: 03-6992368, email: LinorLabandter@my-homi.com,
      with a mandatory copy to Adv. Aryeh Reif, 17-4 Yitzchak Rabin Rd., Bet
      Shemesh 99585, Israel, Fax: 02-9997993, e-mail: mailbox@ReifLaw.com ("Employer");

            


    

     

    
      	
               
      

            	
              AND:

            	
              DANIEL
      COHEN, I.D. 065409013, whose address for the purposes of notices
      sent under this Agreement shall be 10 Iris Street, P.O.B. 4591, Caesarea,
      38900, fax: 04-636-2232, email: DanielCohen@my-homi.com
      ("Manager");

            


    

     

    
      	
               
      

            	
              WHEREAS:

            	
              Employer
      is engaged in the development, manufacture and supply of computerized
      minibars, and in the supply of services relating to minibars and/or other
      appliances containing food and/or drink and/or other products;
      and

            


    

     

    
      	
               
      

            	
              WHEREAS:

            	
              Employer
      wishes to employ Manager in the position specified in Exhibit
      A' to this Agreement (hereinafter: the "Position")
      in reliance upon the representations and undertakings of Manager as set
      forth herein; and

            


    

     

    
      	
               
      

            	
              WHEREAS:

            	
              Manager
      declares that he possesses the know-how, the experience, the abilities and
      the skill that are required in order to fulfill Manager's duties in the
      Position to Employer's satisfaction;
and

            


    

     

    
      	
               
      

            	
              WHEREAS:

            	
              Manager
      declares that there is no bar, legal, contractual or howsoever otherwise,
      to Manager's (i) entering into this Agreement, (ii) being employed by
      Employer pursuant hereto and (iii) fulfilling all of Manager's duties in
      the Position; and

            


    

     

    
      	
               
      

            	
              WHEREAS:

            	
              A
      material and advance condition of Employer's employing Manager under this
      Agreement is Manager's undertaking to maintain the Trade Secrets (as
      defined below) in strict confidence, as set forth in this
      Agreement;

            


    

     

    
      	
               
      

            	
              WHEREAS:

            	
              Manager
      confirms that he is familiar with the HOMI Companies (as defined below),
      their products, services, procedures, financial situation and managers,
      including the recent appointments of senior managers, and believes that he
      will be able to use this knowledge, together with this accumulated
      experience, in order to promote HOMI Companies' best interest and
      performance, in his capacity in the
Position;

            


    

     

    
      	
               
      

            	
              WHEREAS:

            	
              The
      Parties wish to define and establish the terms and conditions which will
      apply to their relations for the duration of Manager's employment by
      Employer, all as set forth in this Agreement, including any and all
      Appendices hereto (hereinafter: the "Agreement");

            


    

     

    THEREFORE,
THE PARTIES HAVE MADE CONDITION AND AGREED AS FOLLOWS:

     

    
      	
               1.  

            	
              Appointment;
      Duration; Terms of
Employment

            


    

     

    
      	
               1.1.  

            	
              Subject
      to the terms hereof, Employer agrees to employ Manager as a salaried
      employee, in the Position and Manager hereby accepts the appointment,
      under and subject to the terms and conditions of this Agreement. Manager
      hereby agrees to serve in the Position, or in any other position or
      capacity to which he may be elected or appointed by Employer from time to
      time.

            


    

     

    
      
         

      

      
         

        
          
 

      

      
         

      

       

    

    
      	
               1.2.  

            	
              Manager's
      employment with Employer shall be deemed to have commenced as of the date
      of this Agreement, and shall continue until duly terminated in accordance
      with the provisions hereof.

            


    

     

    
      	
               1.3.  

            	
              The terms of salary and other compensation to
      which Manager will be entitled during the period of employment are set
      forth in Exhibit
      A' attached hereto. The
      provisions contained in Exhibit A' constitute an exhaustive list of
      Manager's rights and entitlements vis a vis
      Employer.

            


    

     

    
      	
               1.4.  

            	
              Employer
      shall be entitled, in its discretion and from time to time, to amend work
      procedures relating to the Position and/or Manager's place of work,
      including the possible full-time and/or part-time, temporary and/or
      permanent transfer of Manager's employment to one or more affiliated
      companies of Employer (each, an "Affiliate"),
      in which case any such affiliate may also be designated by Employer as
      being included in the definition of "Employer" herein, all the foregoing
      in accordance with Employer's needs and without prejudice to Manager's
      statutory rights, and each such designated Affiliate shall then be
      entitled to require Manager to fulfill Manager's undertakings and
      obligations herein.

            


    

     

    
      	
               2.  

            	
              Manager's
      Representations and
Undertakings

            


    

     

    Manager
represents, confirms and undertakes that:

     

    
      	
               2.1.  

            	
              the
      very best of Manager's time, energy and abilities will be dedicated to
      performing all of the duties which will be assigned to Manager by Employer
      from time to time during the course of Manager's employment with
      Employer,
      all subject to the scope of the Position as set forth in Exhibit
      A';

            


    

     

    
      	
               2.2.  

            	
              the
      Position will be filled by Manager, and all of the duties assigned to
      Manager in the course of Manager's employment with Employer will be
      discharged, with dedication and skill, in accordance with the procedures
      and directions which will be established by Employer from time to
      time;

            


    

     

    
      	
               2.3.  

            	
              the
      duties assigned to Manager in the course of employment with Employer shall
      be discharged by Manager in good faith and with integrity, for the good of
      Employer and its Affiliates alone, and Manager will refrain from any
      action which could harm Employer and/or any Affiliate, or cause any kind
      of damage to Employer and/or any Affiliate, and/or their assets,
      interests, reputation and/or goodwill, in any way
    whatsoever;

            


    

     

    
      	
               2.4.  

            	
              Manager
      will perform and execute all his duties as directed by Employer, it being
      acknowledged and agreed that Employer may, from time to time, extend or
      curtail precise duties and job expectations of Manager; without
      limitation, Manager will carry out such directions as are issued in
      writing by Employer;

            


    

     

    
      	
               2.5.  

            	
              other
      than as set forth in Exhibit A', Manager will not be permitted to receive
      any payment, consideration, reward or other benefit, whether monetary or
      otherwise, in respect of Manager's employment with Employer or howsoever
      in connection therewith, from any person or entity whatsoever, including
      Employer and/or any of Employer's customers and/or
    suppliers;

            


    

     

    
      	
               2.6.  

            	
              Manager
      is aware that, during the course of employment with the Employer,
      important and valuable equipment which is used by Employer in the conduct
      of its business may be placed under Manager's care and/or control; and
      Manager undertakes to take excellent care of all such equipment and to
      prevent any damage or loss to the equipment (except for reasonable wear
      and tear), for the duration of Manager's employment with the
      Employer;

            


    

     

    
      
         

      

      
        2

        
          
 

      

      
         

      

       

    

    
      	
               2.7.  

            	
              he
      will promptly disclose to the Board of Directors of HOMI Inc (as defined
      below) full details of any material business transaction concerning
      Employer, or any other matter coming to his attention or knowledge that
      may affect the interests of Employer; Manager shall regularly and
      periodically make available to Employer full information about any and all
      matters affecting the business of Employer in which he may be or become
      involved and any acts he may perform, whether for or on his own behalf or
      on behalf of Employer;

            


    

     

    
      	
               2.8.  

            	
              in
      respect of all periods up to the date of this Agreement, he received all
      sums and all benefits of any kind whatsoever, which he may at any time
      have been entitled, directly and/or indirectly, to receive from Employer
      and/or from any Affiliate, and Manager neither has, nor shall have, and
      Manager hereby waives, all manner of claims, demands, causes and/or
      grounds of action, of any kind whatsoever, against Employer and/or any
      Affiliate, howsoever in respect of all periods up to the date of this
      Agreement and Manager hereby indemnifies and holds harmless Employer and
      all its Affiliates and their respective shareholders, directors and
      officers, from and against any and all damages which they may sustain,
      including, without limitation, reasonable legal fees and/or any other
      expense which they may incur, as a result of breach of Manager's
      representations and/or undertakings and/or waiver under this Sub-Section
      2.8.

            


    

     

    
      	
               3.  

            	
              HOMI
      Companies

            


    

     

    Employer
is indirectly owned by Hotel Outsource Management International, Inc. ("HOMI Inc"),
which owns and/or will own, directly or indirectly, shares in a number of
companies, around the world, all of which shall be deemed Affiliates for the
purposes of this Agreement (collectively with Employer, "HOMI
Companies"). Notwithstanding the definition of the Position in Exhibit
A', it is hereby acknowledged and agreed by the Parties that employment
relations will exist solely between Employer and Manager and that no employment
relations will exist, at any time during the duration of this Agreement, between
Manager and any other of the HOMI Companies, unless such relations are
established by a written employment agreement, approved by the Board of
Directors of the relevant HOMI Company and signed by that HOMI Company's
authorized signatories, who shall not have a personal interest in the matter.
Manager hereby acknowledges that Employer's willingness to pay the salary and
benefits set forth in Exhibit A' is inter alia in reliance upon the provisions
of this Section 3 above, and it is agreed that it is the intention of both
Parties that the total amount of salary and benefits to which Manager will be
entitled, from any and all HOMI Companies, in respect of all duties relating to
HOMI Companies, will not exceed the salary and benefits set forth in Exhibit A'.
Manager hereby confirms that any and all claims which Manager may at any time
have, howsoever in connection with this Agreement and/or with the filling of the
Position, can be brought against Employer alone, but cannot under any
circumstances be brought against any other HOMI Company and/or Affiliate, and
Manager hereby waives any and all such claims against all other HOMI Companies
and Affiliates, and Manager hereby indemnifies and holds harmless Employer and
all its Affiliates and their respective shareholders, directors and officers,
from and against any and all damages which they may sustain, including, without
limitation, reasonable legal fees and/or any other expense which they may incur,
as a result of breach of Manager's undertakings and/or waiver under this Section
3.

     

    
      	
               4.  

            	
              Confidentiality;
      Ownership of Rights

            


    

     

    
      	
               4.1.  

            	
              Manager
      represents that he is aware that, in the context of and/or in the course
      of and/or as a result of Manager's employment with Employer and/or
      howsoever otherwise, information and/or documents and/or trade secrets
      and/or commercial secrets of HOMI Companies, may become known to Manager
      (jointly and severally hereinafter: "Trade
      Secrets"), and Manager undertakes, as an integral and fundamental
      condition of Employer's willingness to hire Manager, to maintain in
      strictest confidence any and all Trade Secrets that may become known to
      Manager, and to refrain from making any use thereof, other than in the
      context of discharging Manager's duties in the Position and for the
      purpose of fulfilling Manager's undertakings towards Employer as set forth
      herein, and to the best interests of the HOMI Companies
    alone.

            


    

     

    
      
         

      

      
        3

        
          
 

      

      
         

      

       

    

    
      	
               4.2.  

            	
              Without
      limitation to the generality of other related provisions herein, Manager
      specifically undertakes not to disclose any information howsoever relating
      to HOMI Companies' activity to any third party
  whatsoever.

            


    

     

    
      	
               4.3.  

            	
              In
      addition to the provisions of this Section 4 above, and without derogating
      therefrom, Manager confirms and agrees that all documents and/or other
      material which may be given to Manager or otherwise be in Manager's
      possession in the context of and/or in the course of and/or as a result of
      Manager's employment with Employer, is the property of HOMI Companies and,
      for as long as such shall be in Manager's possession, Manager shall look
      after it in such way as to ensure that no unauthorized use may be made of
      it. Any and all such documents and/or material shall be returned to
      Employer by Manager forthwith upon their no longer being need by Manager
      in furtherance of Manager's duties herein, or upon Employer's first
      demand, whichever comes sooner, without Manager retaining any copy
      thereof.

            


    

     

    
      	
               4.4.  

            	
              Manager
      represents and confirms that Manager is aware and agrees, that Employer
      and/or other HOMI Companies shall be the owner of all of the rights in and
      to all of the fruits of Manager's labor and all of the work product, of
      any kind whatsoever, that are related and/or that pertain, directly or
      indirectly, to Manager's work hereunder (hereinafter: "Work
      Product”), and Manager undertakes not to make any use whatsoever,
      at any time whatsoever, of the Work Product, or any part thereof, other
      than solely for HOMI Companies' benefit and in the context of Manager's
      work for Employer under the terms hereof. For avoidance of doubt, it is
      hereby stipulated that any and all Work Product, and any and all
      information relating, directly or indirectly, to any and all Work Product,
      shall for all intents and purposes be deemed to be Trade Secrets. In the
      event of any dispute arising between the Parties as to the inclusion of
      any item within the definition of Work Product as defined above, the
      burden of proof shall rest with Manager alone, and until such time as
      Manager may, if at all, convince Employer that it is not Work Product,
      Manager undertakes to treat it as Work Product, and all the provisions
      hereof applying to Work Product shall also apply in such
    case.

            


    

     

    
      	
               4.5.  

            	
              For
      avoidance of any doubt, it is hereby stipulated that all Work Product will
      be the property of Employer and/or HOMI Companies alone, and Manager shall
      not be entitled to any consideration or benefit, of any kind whatsoever,
      in connection with such Work Product, over and above Manager's wages as
      defined herein, and Employer and HOMI Companies will be entitled to take,
      or refrain from taking, whatever action they see fit in relation to such
      Work Product, in their discretion, without the need to provide the reasons
      behind their decision, or to update Manager as to their decisions. Manager
      undertakes to sign any document that may be presented to Manager by
      Employer, such as may reasonably and customarily be required in order to
      implement and give effect to the provisions of Sections 4.4 and 4.5 above,
      including, without limitation, assignments and/or transfers of patents,
      copyright and/or any other similar
right.

            


    

     

    
      	
               4.6.  

            	
              It
      is acknowledged that Manager will likely become acquainted with sensitive
      and classified Trade Secrets and Work Product in the course of Manager's
      relations with HOMI Companies under this Agreement as mentioned in this
      Section 4 above. It is further acknowledged that such Trade Secrets and
      Work Product would give HOMI Companies' competitors an unfair and unlawful
      advantage in trade, and that HOMI Companies' business is based, and
      fundamentally dependent, on the continued secrecy of such Trade Secrets
      and Work Product. Such Trade Secrets and Work Product are proprietary to,
      and owned exclusively by HOMI Companies, and unauthorized disclosure
      and/or use of such Trade Secrets and/or Work Product would be very likely
      to cause material damage to HOMI Companies. With all of the foregoing in
      mind, Manager hereby undertakes, in addition to, and without derogating
      from Manager's non-disclosure undertakings, in order to reduce the risk of
      unauthorized disclosure and/or use of Trade Secrets and/or Work Product,
      that Manager will not, at any time during the Term of this Agreement and
      for a further period of 12 (twelve) months following termination of this
      Agreement, for whatever reason, either personally or by means of any
      person and/or entity acting on Manager's behalf and/or howsoever
      otherwise, directly or indirectly, do any of the
  following:

            


    

     

    
      
         

      

      
        4

        
          
 

      

      
         

      

       

    

    
      	
               a.  

            	
              be
      employed by, consult to, participate in, or howsoever be connected with
      any Competitor of Employer, where "Competitor" means any entity engaged in
      competing activity in the field of development, manufacture and/or supply
      of computerized minibars, and/or in the supply of services relating to
      minibars and/or other refrigerators containing food and/or drink and/or
      other products, in any country in which Manager discharges his duties for
      Employer;

            


    

     

    but
only where Manager's said activity is in the same or similar fields in which
Manager was actually engaged by Employer and/or in relation to which Manager was
in possession of and/or had access to Trade Secrets and/or Work
Product.

     

    
      	
               4.7.  

            	
              If
      Manager shall directly or indirectly perform any of the activities
      specified in Section 4.6a above during the period of restriction specified
      in Section 4.6 above, then Manager undertakes to pay to Employer a sum
      equal to 35% of all income generated by such activities, for as long as
      such activities continue, without prejudice to all other rights and
      entitlements of Employer in such circumstances, pursuant to this Agreement
      and to applicable law.

            


    

     

    
      	
               4.8.  

            	
              Manager
      hereby covenants and agrees that, at all times during the term of his
      employment with Employer, and for a period of five (5) years following its
      termination, Manager will not directly or indirectly solicit any employees
      of Employer and/or of any of the HOMI Companies to encourage or otherwise
      entice said employees to leave the employ of Employer or HOMI
      Companies.

            


    

     

    
      	
               4.9.  

            	
              Manager
      undertakes to make every reasonable effort to prevent any conflict of
      interest arising between his employment with Employer and activities
      and/or transactions involving his close
  relatives.

            


    

     

    
      	
               4.10.  

            	
              Employer
      and Manager acknowledge that they are familiar with the present and
      proposed operation of the Employer and agree and confirm that the
      restrictive covenant set forth in this Section 4 is reasonable with
      respect to its subject matter, duration and
  application.

            


    

     

    
      	
               4.11.  

            	
              The
      provisions of this Section 4 are intended to supplement, and not derogate
      from, Employer's rights under applicable law, and these provisions shall
      remain in full and binding effect for the entire duration of this
      Agreement and for an unlimited period following the termination or
      cancellation of this Agreement at any time and under any
      circumstances.

            


    

     

    
      	
               5.  

            	
              Set-Off

            


    

     

    
      	
               5.1.  

            	
              For
      the entire duration of Manager's employment by Employer, and at any time
      following its termination, Employer shall, to the fullest extent permitted
      by law, have an absolute right, exercisable at its sole discretion, to
      withhold payment of any moneys owed to Manager, including salary,
      indebtedness or other monetary compensation of whatever kind or nature,
      and to offset and deduct therefrom (to the extent available), the full
      amount of any moneys which Employer has expended or may be required to
      expend in payment of sums which might arise out of or relate to the
      intentional or gross negligent acts of Manager, misrepresentations of or
      fraud by Manager, including (i) recovering any Employer property in
      Manager's possession or improperly disposed by Manager, (ii) any money
      damages (whether compensatory, punitive or otherwise) paid under court
      order or by way of compromise and settlement of claims, (iii) court costs
      and reasonable attorney's fees, and (iv) fines or penalties imposed by any
      government agency or action, statute, or judicial
  decree.

            


    

     

    
      	
               5.2.  

            	
              Nothing
      in the foregoing remedies shall be deemed to limit or prevent the exercise
      by Employer of any other available rights and
  remedies.

            


    

     

    
      
         

      

      
        5

        
          
 

      

      
         

      

    

     

    
      	
               6.  

            	
              Termination

            


    

     

    
      	
               6.1.  

            	
              The
      Manager's employment pursuant to this Agreement may be terminated by the
      Parties as follows:

            


    

     

    
      	
               a.  

            	
              During
      the first eighteen months of employment hereunder (the “Initial Term”),
      neither Party may terminate this Agreement other than pursuant to Section
      6.1c below.

            


    

     

    
      	
               b.  

            	
              After
      the Initial Term, either Party may terminate this Agreement without cause,
      at any time, upon the provision of 120 days prior written notice to the
      other Party.

            


    

     

    
      	
               c.  

            	
              In
      the event of violation by Manager of any material term of this Agreement,
      including any act of gross misconduct adversely affecting the business of
      Employer, conviction of a crime of moral turpitude or sentencing to a
      prison term, repeated and unexcused absenteeism or tardiness, or any act
      of dishonesty or disloyalty constituting a violation of Manager's trust or
      fiduciary responsibility toward Employer - immediately upon the provision
      of written notice. In this event, to the full extent allowable by law,
      Manager will not be entitled to advance notice compensation or any other
      kind of compensation on account of said
  termination.

            


    

     

    
      	
               6.2.  

            	
              Upon
      termination of Manager's employment, Manager agrees, upon request by
      Employer, to hand over the Position to his replacement in an orderly
      manner as determined by Employer.

            


    

     

    
      	
               7.  

            	
              Material
      Provisions and Injunctive
Relief

            


    

     

    
      	
               7.1.  

            	
              It
      is hereby agreed that paragraphs 2 and 4 herein are Material
      Provisions.

            


    

     

    
      	
               7.2.  

            	
              In
      the event of actual or threatened breach of any Material Provision herein,
      the Parties expressly agree that Employer shall be entitled to obtain a
      preliminary restraining order and injunction restraining and enjoining
      Manager and each and every other person, firm, organization, association,
      or corporation associated with the breach from violating these provisions.
      Nothing in this Agreement or the provisions hereof shall be construed so
      as to prohibit Employer from pursuing any other available remedy for such
      breach, including, without limitation, payment of compensatory damages.
      The parties agree that should Manager be found in violation of the above
      provisions, he shall be liable for payment of reasonable costs and
      attorneys fees incurred by Employer in enforcing its
    rights.

            


    

     

    
      	
               8.  

            	
              Assignment

            


    

     

    The
duties and obligations of employment are personal to Manager, who shall have no
right to assign his rights or delegate his duties under this Agreement to any
other party. Nothing in this paragraph shall be construed as limiting the right
of Employer to assign this Agreement or any of its rights or delegate its duties
hereunder, and such assignment will not be construed as termination of this
Agreement, provided that such assignment or delegation shall not alter the
financial arrangements or basic rights and duties of Manager as provided in this
Agreement.

     

    
      	
               9.  

            	
              Divisibility

            


    

     

    In the
event that any portion of any restrictive covenant set forth in this Agreement
is held to be unreasonable, arbitrary or against public policy, then such
unreasonable portion shall be considered divisible both as to time and
geographical area. Should any such covenant be held unreasonable, arbitrary or
against public policy, then a lesser time period and/or geographical area which
are determined to be maximum permissible but still reasonable, non-arbitrary and
not against public policy shall be enforceable against Manager.

    
      
         

      

      
        6

        
          
 

      

      
         

      

    

     

    
      	
               10.  

            	
              Entire
      Agreement

            


    

     

    This
Agreement constitutes a special, individual employment agreement and comprises
the full and exhaustive agreement between the Parties in connection with the
employment relations between them. With respect to these employment relations,
no other arrangements and/or agreements, currently in existence or to be in
existence in the future at Employer, or any collective agreements that apply to
and/or that may apply to other employees of Employer, if at all, will apply to
Manager. For avoidance of doubt, this Agreement voids and comes in place of any
prior arrangement or agreement, if at all, verbal or written, concerning
employment relations between the Parties, if at all, and this Agreement alone
shall exclusively apply to and be binding upon the Parties in respect of said
employment relations. Notwithstanding the foregoing, nothing in this Agreement
may be construed as diminishing in any way any undertakings and/or obligations
of Manager, if at all, towards Employer and/or HOMI Companies with respect to
any period prior to this Agreement being signed.

     

    
      	
               11.  

            	
              Miscellaneous

            


    

     

    The
Preamble, and any Appendices, Exhibits or Schedules to this Agreement,
constitute an integral part hereof. Section headings are for convenience
purposes only, and may not be used in the construction or interpretation of this
Agreement. The contents of this Agreement shall also serve as notice given to
Employee under the Notice to Employee Act (Terms of Employment), 5762-2002. 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.
No Amendment to this Agreement, or any part thereof, shall be valid or binding
upon the Parties unless drawn up in writing and signed by both Parties. In case
any provision of the Agreement shall be declared by a competent court to be
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. 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. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Israel, without regard to its rules of conflict of laws. The Parties
hereby agree and submit to the exclusive jurisdiction of the competent courts in
the District of Tel-Aviv, Israel, with respect to any claim or dispute arising
out of and/or in connection with this Agreement. Notices sent by one party to
the other under this Agreement will be sent by registered mail to the addresses
specified in the Preamble, delivered by hand, transmitted by fax, or sent
bye-mail or other electronic means of communication and will be deemed to have
reached their destination 7 days after being deposited with the Post Office for
dispatch as registered mail, upon actual delivery when delivered by hand, and
upon receipt of the recipient's written confirmation (including electronic
confirmation) of receipt when sent by fax, e-mail or other electronic means of
communication.

     

    IN
WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS

    PAYMENT
AGREEMENT ON THE DATE F ABOVE WRITTEN:

     

     

     

    ________________________________                                                                                 ________________________________

    Employer                                                                                                                                               
Manager

     

     

    
      
         

      

      
        7

        
          
 

      

      
         

      

    

    EXHIBIT
A'

     

    EFFECTIVE
AS OF 11TH DAY OF AUGUST, 2008

     

    TO THE
INDIVIDUAL EMPLOYMENT AGREEMENT ("AGREEMENT")

    BETWEEN
HOMI ISRAEL LTD. AND DANIEL COHEN

    DATED AS OF
11TH AUGUST 2008

     

    DEFINITION
OF POSITION AND TERMS OF EMPLOYMENT

     

    All
terms that are capitalized herein and that are defined in the Agreement and not
otherwise defined in this Exhibit A' shall have the meanings given thereto in
the Agreement. In the event of any inconsistency or contradiction between the
provisions of this Exhibit and the provisions of the Agreement, the provisions
of the Agreement shall prevail and be binding upon the Parties.

     

    
      	
               1.  

            	
              Definition
      of Position

            


    

     

    
      	
               1.1.  

            	
              Position
      - President of Employer. In the context of this position, Manager will
      fulfill duties normally associated with this office. For avoidance of
      doubt, as part of his duties in the Position, Manager will also continue
      to perform the duties which he performed under the service provider
      agreement with HOMI INC., dated 1.9.07 and its addendum dated 6.12.07,
      which agreement and addendum are of no further force or
      effect.

            


    

     

    
      	
               1.2.  

            	
              To
      the extent required by one or more other HOMI Companies, Manager will hold
      office as President  of such other HOMI Companies, and Manager's
      work in holding such office and discharging the duties associated
      therewith will be deemed part of his duties hereunder, subject to the
      provisions of Section 3 of the Agreement and Manager will not be entitled
      to additional payment in this
regard.

            


    

     

    
      	
               1.3.  

            	
              Manager
      will dedicate no less than 50% of his time in the discharge of his duties
      in the Position, with it being understood that, in view of the seniority
      of the Position, Manager shall be required, according to Employer's needs,
      to work more hours than a non-management employee, including outside
      normal working hours (Sunday to Thursday, 0900-1800), and in this respect
      each Party shall show consideration for the needs and constraints of the
      other.

            


    

     

    
      	
               2.  

            	
              Cost
      of Employment; Salary

            


    

     

    
      	
               2.1.  

            	
              For
      all services and duties rendered in any and all capacities by Manager to
      Employer and/or to HOMI Companies as of the date the Agreement is signed,
      including, without limitation, overtime and work outside of normal work
      hours, Employer will pay Manager salary and benefits as set forth
      herein.

            


    

     

    
      	
               2.2.  

            	
              The
      all inclusive total monthly cost to HOMI Companies of Manager's employment
      by Employer under this Agreement shall be $120,000 (one hundred and twenty
      thousand US Dollars) per
      annum  (hereinafter: the "Cost of
      Employment"). Cost of Employment includes all wages and benefits
      whatsoever to which Manager is entitled under this Agreement and/or by
      law, and all of the price increase bonuses (tosefet
      yoker)and wage bonuses that have been paid to employees in Israel
      up to
      the effective date hereof, and all Employer withholding taxes and
      Employer deductions and contributions of all kinds and all other sums of
      any kind which form part of the cost to HOMI Companies of Employer's
      employing Manager under the Agreement, with the exception of sums which
      are clearly and unequivocally defined herein as being payable to Manager
      in addition to the Cost of
Employment.

            


    

     

    
      
         

      

      
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               2.3.  

            	
              Manager's
      wages for the term of Manager's employment under the Agreement shall be in
      the form of a monthly salary, which shall be paid to Manager immediately
      following the end of each month of employment pursuant to the Agreement,
      in respect of the immediately preceding month. The amount of said which
      salary, defined in gross terms, shall calculated as a function of the Cost
      of Employment, taking into consideration all applicable taxes, social
      security payments, all other withholding payments required by law and all
      other benefits set forth herein, that form part of the Cost of Employment
      (hereinafter: the "Salary").

            


    

     

    
      	
               3.  

            	
              Telephone

            


    

     

    Manager
has elected not to receive a company cellular phone from Employer. However,
Employer shall reimburse Manager in full for all of Manager's telephone expenses
for usage in relation to HOMI Companies matters and such expenses shall
not be included in the Cost of Employment.

     

    
      	
               4.  

            	
              Managers'
      Insurance

            


    

     

    
      	
               4.1.  

            	
              For
      each month Manager is employed by the Employer pursuant to this Agreement,
      the following monthly payments will be deducted from and/or paid on the
      basis of the Salary, for Manager, to a Managers Insurance Policy of the
      Manager's election:

            


    

     

    
      	
               a.  

            	
              a
      sum equal to 8 1/3 % of the Salary will be paid by Employer, to the
      Managers Insurance, as a Severance
Fund;

            


    

     

    
      	
               b.  

            	
              a
      sum equal to 5% of the Salary will be paid by Employer, and 2.5% of the
      Salary will be paid by Manager by means of deduction from the Salary, and
      these sums will be paid to the Managers Insurance, as a Provident
      Fund.

            


    

     

    
      	
               c.  

            	
              A
      sum equal to 7.5% of the Salary will be paid by Employer, and 2.5% of the
      Salary will be paid by Manager by means of deduction from the Salary, and
      these sums will be paid to a Sturdy Fund (Keren
      Hishtalmut).

            


    

     

    
      	
               d.  

            	
              A
      portion of the Salary will be paid by Employer on account of general
      disability insurance, depending on Manager's age and the applicable
      regulations.

            


    

     

    
      	
               4.2.  

            	
              The
      Managers Insurance Policy will be owned by Employer and issued in its
      name, provided however that Employer will unconditionally release and
      transfer said policy into the Manager's name upon termination of the
      employment relations between the
Parties.

            


    

     

    
      	
               4.3.  

            	
              In
      the event of dismissal or resignation which, pursuant to the Severance Pay
      Act, 5723 – 1963 (hereinafter: the “Severance Pay
      Act”), entitles the Manager to Severance Pay, Employer will release
      the Managers Insurance policy, in its entirety, to the Manager, as set
      forth above, and this will constitute full and final payment of all
      severance pay, in accordance with Section 14 of the Severance Pay Act,
      without any top-up payment.

            


    

     

    
      	
               5.  

            	
              Composition
      of Wage Package

            


    

     

    Notwithstanding
the provisions of Section 3 and 4 above, upon Manager's written request,
Employer may be agreeable to changing the composition of the wage package set
forth therein, provided, however, that the Salary and the Cost of Employment
shall at all times remain as defined in Section 2 above, without change. For
instance, in Employer agrees to a written request by Manager to reduce the
payments being made under Section 4.1 above, whether this is with the objective
of remaining beneath the ceiling recognized for tax purposes or otherwise, then
Manager's basic monthly wages and/or other elements of the wage package will be
upwardly adjusted accordingly, so that the Cost of Employment shall at all times
remain as defined in Section 2 above, without change.

    
      
         

      

      
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               6.  

            	
              International
      Travel

            


    

     

    It is
acknowledged that a substantial amount of international travel shall be required
in the context of the Position. Employer shall bear the cost of such travel,
including flight (upgradeable economy, subject to upgrade by Manager on his own
account, and business class for transatlantic flights) and accommodation, and
these costs shall
not be included in the Cost of Employment. If Manager utilizes such
travel abroad also for matters not relating to HOMI Companies, then Manager will
inform Employer, and Employer will bear only a portion of such costs, reflecting
the portion of the travel that was dedicated to HOMI Companies
matters.

     

    
      	
               7.  

            	
              Reimbursements

            


    

     

    It is
Employer's policy to independently purchase such equipment and incur such
expenses as it deems necessary from time to time in furtherance of its
operations, including all the expenses which Employer has agreed to pay as set
forth herein. However, if, from time to time, Employer requests from Manager, or
it is otherwise absolutely necessary that Manager incur such an expense on
Employer's behalf and at Employer's request, then Manager will file an expense
report, in accordance with Employer policy, and produce receipts evidencing the
expenditure. Such expenses will be reimbursed to Manager if approved in writing
by HOMI Inc's Chairman. Use of a credit card issued in Employer's name, if at
all, shall be in strict compliance with Employer's written policies and
directions in such regard and Employer may at any time cancel such credit cards
and/or Manager's use thereof, in Employer's discretion.

     

    
      	
               8.  

            	
              Bonus
      and Options

            


    

     

    
      	
               8.1.  

            	
              During the
      Initial Term, the following bonus provisions shall
      apply:

            


    

    Manager
will receive a one-time bonus payment for each minibar that will be installed at
a hotel in Europe by any HOMI Company as a direct result of an introduction made
to the hotel by Manager, with the total cost to Employer of such bonus being $25
per minibar. The bonus will be paid quarterly, in respect of minibars so
installed during the immediately preceding quarter.

     

    
      	
               8.2.  

            	
              After the
      Initial Term, the following bonus provisions shall
      apply:

            


    

    In the
event that the Board of Directors of HOMI Inc may approve a management bonus
program, it is understood that various members of management of HOMI Companies'
President, in which case Manager shall be entitled to whatever bonus may be
designated in such program to HOMI Companies' President. The grant and/or
implementation of any such rights shall be at such times and in such manner as
approved by the Board of Directors as specified above.

     

    
      	
               8.3.  

            	
              The
      bonus as described in Section 8.1 and 8.2 above, whichever is applicable
      (the “Bonus”),
      shall
      not be included in the Cost of Employment and shall not form part
      of the Salary and Manager will not be entitled to any social benefits or
      social payments of any kind in connection with the Bonus. The Bonus shall
      also constitute consideration in respect of Manager's non-competition
      undertakings towards HOMI
Companies.

            


    

     

    
      	
               8.4.  

            	
              In
      the event that HOMI Inc may approve an employee stock option plan, Manager
      shall be entitled to participate in such plan in accordance with decisions
      that may be passed by HOMI Inc's Board of Directors from time to time, and
      such option rights shall
      not be included in the Cost of
  Employment.

            


    

     

    
      	
               9.  

            	
              Vacation;
      Convalescence; Sick Pay

            


    

     

    
      	
               9.1.  

            	
              Manager
      will be entitled to 30 days (at 50% misrah)
      of fully-paid annual vacation (said quantity including 22 work days (at
      50% misrah)
      and the intervening Fridays and Saturdays). Unused annual vacation days
      may be accumulated from one year to the next, provided that Manager's
      total aggregate, cumulative entitlement to vacation days at any time
      cannot exceed a ceiling of 45 vacation
days.

            


    

     

    
      
         

      

      
        10

        
          
 

      

      
         

      

    

     

    
      	
               9.2.  

            	
              Employer
      will determine the timing of the annual vacation, as much as possible
      giving consideration to Manager's needs and requests, and to the projects
      that are underway at that time and the degree of flexibility that can be
      shown by Employer.

            


    

     

    
      	
               10.  

            	
              Taxes

            


    

     

    All
payments and benefits due from Employer to Manager under the terms of this
Agreement will be subject to the deduction of all local, state and federal
taxes, social security payments, if at all, and any other withholding payments
required by law, at Manager's cost.

     

     

     

    ________________________________                                                                                     ________________________________

    Employer                                                                                                                 
                        Manager

     

     

     

     

    
      
         

      

      
        11

        
          
 

      

      
         

      

    

    EXHIBIT
B'

     

    EFFECTIVE
AS OF 11TH DAY OF AUGUST, 2008

     

    TO THE
INDIVIDUAL EMPLOYMENT AGREEMENT ("AGREEMENT")

    BETWEEN
HOMI ISRAEL LTD. AND DANIEL COHEN

    DATED AS OF
I1th AUGUST 2008

     

    RELATIONS
FOLLOWING TERMINATION OF EMPLOYMENT

     

    All
terms that are capitalized herein and that are defined in the Agreement and not
otherwise defined in this Exhibit B' shall have the meanings given thereto in
the Agreement. In the event of any inconsistency or contradiction between the
provisions of this Exhibit and the provisions of the Agreement, the provisions
of the Agreement shall prevail and be binding upon the Parties.

     

    
      	
               1.  

            	
              Nature
      of Relations Following End of Employment
  Relations

            


    

     

    
      	
               1.1.  

            	
              For
      a period of twenty-four months following the end of employment relations,
      for whatever reason, between Employer and Manager (the "Service
      Period"), Manager undertakes to provide Employer and/or any other
      of the HOMI Companies, as designated in writing by Employer, with
      services, in operations and/or sales and/or marketing, as designated in
      writing by Employer ("Services").

            


    

     

    
      	
               1.2.  

            	
              Services
      will be on an independent contractor basis, without employment relations
      existing between Manager and any HOMI Company, and the terms included in
      Sections 2 and 4 of the Agreement shall be deemed to apply to the Services
      relations between the Parties during the Service Period, mutatis
      mutandis, provided that the non-compete restriction contained in
      Section 4.6 of the Agreement shall continue in force for the entire
      Service Period, and not just for the first 12 months following the end of
      employment relations.

            


    

     

    
      	
               1.3.  

            	
              During
      the first year of Service Period ("Year
      One"), and during the second year of Service Period (“Year
      Two”), Employer may require that 20 hours' Services will be
      provided by Manager each month, and Manager undertakes to meet such
      request.

            


    

     

    
      	
               1.4.  

            	
              In
      return for Services provided by Manager during Service Period, and in
      consideration for the non-compete provisions, which will remain in force
      for the entire Service Period as stated above, Employer shall pay Manager
      the sum of $4,500 per month during the Service Period, against due
      presentation of a tax invoice in Manager's
name.

            


    

     

    
      	
               1.5.  

            	
              For
      the duration of Year One, Employer shall pay the sum set forth in Section
      1.4 above, whether or not it requests to receive the Services, and shall
      be exempt from paying such sum (but the non-compete provisions shall
      remain effective) only
      if Manager does not supply the Services, even though Employer demanded
      such services. At any time in Year Two, Employer may elect to cease making
      such payments, in which case Manager shall, from that point forward, no
      longer be required to supply Services and no longer be bound by the
      non-compete restriction contained in Section 4.6 of the
      Agreement.

            


    

     

     

     

    ________________________________                                                                                     ________________________________

    Employer                                                                                                             
                          Manager

     

     


    
      
         


      

      
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