RETAINER AGREEMENT
This Agreement is made and entered into this 1st day of February, 2004, by and
between XXXXXX XXXXXXXX, ADVOCATE, from 00 Xxxxxxx Xxxxxx, Xxx-Xxxx 00000,
Xxxxxx, hereinafter called the "ADVOCATE" and HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL INC. having its registered office at 000 Xxxx 00xx Xxxxxx, Xxxxx
000, Xxx-Xxxx 00000, XX, XXX, hereinafter called the "CLIENT".
Client hereby accepts and agrees to retain and employ Advocate to provide full
legal services. Said services are to include participating in negotiations,
board meetings, drafting general agreements (excluding with hotels),
representing the client in all its activities in Europe and performing in
general all legal work with all client's subsidiaries ("LEGAL SERVICES").
This agreement does not include the drafting and review of the filing required
by the Securities Act of 1934 including Forms 10-QSB, 00-XXX, 0, 0 xxx 0, Xxxxx
0-X. The Advocate will not give general corporate and securities law advice, but
will assist with the final review of various US agreements. This retainer
Agreement does not include the drafting or review of any registration
statements, private placement memoranda, state "blue sky" filings or
subscription agreements.
In consideration for Advocate's legal work until the date of signing this
Retainer Agreement the client will issue to the Advocate 150,000 (One hundred
and fifty thousand ) shares of the client.
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In addition the Client will pay the Advocate monthly fees for the Legal Services
in the amount of US$3,000 (Three thousand five hundred dollars) plus VAT. It is
also agreed that Advocate, following a grace period of 6 (six) months, will be
entitled to request from Client a fees review based on actual time usage and
activities on behalf of Client. All fees changes will be renegotiated between
the parties and decided on a mutual consent basis.
Client agrees to pay Advocate each month for services rendered during the
preceding month, together with reimbursement for all expenses pertaining
thereto.
In consideration for afore mentioned payment, Advocate agrees to perform to the
best of his abilities and exhibit due diligence in the conduct of said services.
This Retainer Agreement will terminate on January 31, 2005, baring any
objections or cancellation requests from either parties, this agreement will
automatically be prolonged for an additional 12 (twelve) months period.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the date
first above written. Hotel Outsource Management International Inc.
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxx
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ADVOCATE CLIENT
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