Loan Agreement

By and between:

Hotel Outsource Management International, Inc., a Delaware corporation whose address for the purposes of notices sent under this Agreement shall be One Embarcadero Center, Suite 500, San Francisco CA 94111, Fax: +1-415-433 5994, e-mail: jackronnel@my-homi.com; with a copy to Reif & Reif Law Offices, 17-4 Yitzchak Rabin Rd., Bet Shemesh 99585, Israel, Fax: +972-2-999-7993, e-mail: Mail@ReifLaw.com (the “ Borrower ”) ;

(1) Jacky Ronnel , of 21 Hasavoraim Street, Tel Aviv 69207, Israel, and

(2) Ariel Almog , of One Embarcadero Center, Suite 500, San Francisco CA 94111, USA

Whereas :

Borrower requires immediate funds, which, in the current economic climate, it has not been able to obtain in a timely manner from banking institutions, as interim financing until receipt of the proceeds which it anticipates receiving from the rights offering which was approved by Borrower’s Board of Directors on March 26, 2009 and which Borrower expects to proceed as soon as an appropriate SEC Registration Statement becomes effective (forms are pending before SEC) (the “ Rights Offering ”); and

Whereas :

Borrower has requested that Lenders, all of whom already own shares in Borrower and of whom Lender (1) holds office as CEO and Director of Borrower and Lender (2) holds office as Director of Borrower and CEO of Borrower’s US subsidiary, assist Borrower by agreeing to loan such funds to Borrower in the amount and under the terms set forth in this Agreement below; and

Whereas :

Each Lender is willing to make a loan to Borrower, all subject to and in accordance with the terms of this Agreement;

1.

The Loan

1.1

Upon the terms and conditions set forth in this Agreement, Lenders agrees to loan to Borrower the principal amount of $47,000.- (forty-seven thousand US Dollars) (the “ Loan ”), as follows:

a.

Jacky Ronnel: $15,000;

b.

Ariel Almog: $7,000;

c.

William and PaiWen Buckley: $25,000;

1.2

The Loan will be made available to Borrower within 3 business days of the date hereof (hereinafter: the “ Loan Date ”), by means of SWIFT wire transfer to Borrower’s account No. 0605079633 at HSBC Republic Bank, a division of HSBC Bank USA, in the branch located at 452, Fifth Avenue, New York, NY 10018, or to Borrower’s account No. 703200/66 at Bank Leumi, branch No. 809 in Tel-Aviv, Israel.

2.

Interest

2.1

Borrower shall pay interest on the entire outstanding balance of the Loan, commencing as of the Loan Date, at the rate of 6% per annum (the “ Interest ”).

2.2

On the Repayment Date (as defined below), Borrower shall pay Lenders, pari passu, all of the Interest that has accrued and is outstanding on the Loan up until that date.

Loan Agreement: HOMI - Ronnel/Almog/Buckley

Execution Copy

3.

Repayment

3.1

Borrower shall repay the entire Loan, with all accrued Interest, in a single, cash payment to each Lender, pari passu, no later than the 4 month anniversary of the Loan Date (the “ Repayment Date ”).

3.2

Notwithstanding the foregoing, and notwithstanding Lenders’ declaration that, as at the date hereof, they would prefer for the Loan to be repaid in cash, the Lenders nevertheless agree that Borrower may elect to effect repayment of any part, or all, of the Loan and/or accrued Interest, pari passu to the Lenders, no later than the Repayment Date, by means of the issue to the Lenders of shares of Borrower’s common stock. The purchase price of each share so issued shall be deemed to be the same price per share as in the Rights Offering (the “ Price Per Share ”), such that the outstanding balance of the Loan plus accrued Interest shall be reduced, at the time of issue of such shares, by the quantity of shares so issued multiplied by the Price Per Share. If, for example, the Price Per Share is $0.04 and if the Repayment Date falls exactly on the 4 month anniversary of the Loan Date, and the outstanding balance of the Loan plus the accrued Interest is $47,940, then the issue, on that date, of 1,198,500 shares of Borrower’s common stock, to the order of the Lenders, pro rata as set forth herein, would constitute full repayment of the Loan and all accrued Interest.

3.3

If Borrower elects to repay any part of the Loan and/or accrued Interest by means of the issue of shares as set forth in Section 0 above, then the shares must be duly issued in Lenders’ names, or to their order, pari passu, and registered in Lenders’ names, or to their order, in Borrower’s share register, and duly executed share certificates must be delivered to Lenders, or to their order, all no later than the Repayment Date.

3.4

For avoidance of any doubt, Borrower undertakes to fully repay the Loan and all accrued Interest, no later than the Repayment Date, either by means of a cash payment as set forth in Section 0 above, or by means of a share issue, as set forth in Sections 0 and 0 above, or by means of a combination of such cash payment and such share issue, provided that all such repayments are made for both Lenders, pari passu.

3.5

Borrower may at any time prepay to the Lenders, pari passu, any part of the outstanding balance of the Loan and accrued Interest, by any of the methods set forth in Section 0 above.

3.6

Without derogating from any statutory remedies and/or other remedies available under the terms of this Agreement, if Borrower is in default under this Agreement and does not fully repay the Loan and accrued Interest in the manner set forth above, no later than the Repayment Date, then each Lender shall be entitled to elect, by means of written notice to Borrower, whether repayment of such Lender’s portion of the outstanding balance of the Loan and accrued Interest must be made by means of cash payment, or by means of share issue under the principles outlined above, or by a combination of these methods, and Borrower undertakes to comply with such election by each Lender.

4.

Late Payment