ASSIGNMENT AGREEMENT

      This Assignment  Agreement is made and entered into as of May 24, 2005, by
and between iPoint-Media Ltd., an Israeli corporation ("iPoint-Israel"),  iPoint
U.S.A. Corp ("iPoint-USA") and Cornell Capital Partners, LP ("Cornell").

                                    RECITALS

      WHEREAS,  iPoint-Israel and Cornell entered into an Investment  Agreement,
Registration  Rights  Agreement and Escrow  Agreement dated October 12, 2004, an
Amendment to the Registration  Rights Agreement dated May 24, 2005 and a Standby
Equity Distribution Agreement,  Registration Rights Agreement,  Escrow Agreement
and Placement Agent Agreement dated October 12, 2004  (collectively  referred to
as the "Transaction Documents");

      WHEREAS,  the shareholders of iPoint-Israel  entered into a Share Exchange
Agreement  whereby the  shareholders  of  iPoint-Israel  transferred  all of the
securities of iPoint-Israel  for shares of common stock of iPoint-USA  resulting
in iPoint-Israel becoming a wholly-owned subsidiary of iPoint-USA;

      WHEREAS,  iPoint-USA  intends to file a  registration  statement  with the
Securities  and Exchange  Commission and file an application to be traded on the
Over-The-Counter Bulletin Board; and

      NOW,   THEREFORE,   in  consideration   of  the  foregoing   premises  and
representations,  warranties and agreements  contained herein,  and for good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto hereby agree as follows:

1. Assignment. The assignment of the Transaction Documents is made as of
the first date set forth above, by iPoint-Israel, as assignor, to iPoint-USA, as
assignee.  Cornell hereby waives any  restrictions  against such  assignment set
forth in the Transaction Documents and consents to such assignment.

2. Required Actions. All actions and proceedings  necessary to be taken by or on
the part of each party in connection with the transactions  contemplated by this
Agreement  have been duly and validly  taken,  and this Agreement and each other
agreement,  document and instrument to be executed and delivered by or on behalf
of each party pursuant to, or as  contemplated  by, this Agreement has been duly
and validly  authorized,  executed and delivered by the applicable  party and no
other  action on the part of each party or its  representatives  is  required in
connection therewith.  Each party has full right, authority,  power and capacity
to execute and deliver this  Agreement and each other  document and to carry out
the transactions  contemplated hereby and thereby. This Agreement and each other
Transaction   Document   constitutes,   or  when  executed  and  delivered  will
constitute,  the legal, valid and binding obligation of each party,  enforceable
in accordance with its respective terms.

3. Assignability;  Binding Effect. This Agreement shall not be assignable by any
party except with the written  consent of all other  parties to this  Agreement.
This  Agreement  shall be binding  upon and shall  inure to the  benefit of, the
parties hereto and their respective successors and assigns.

4.  Headings.  The subject  headings  used in this  Agreement  are  included for
purposes  of  convenience   only  and  shall  not  affect  the  construction  or
interpretation of any of its provisions.

5. Governing Law. This Agreement and the transactions  contemplated hereby shall
be governed and  construed by and  enforced in  accordance  with the laws of the
State of New Jersey, without regard to conflict of laws principles.

6.  Counterparts.  This  Agreement may be executed in two or more  counterparts,
each of which shall be deemed an original and all of which shall  constitute the
same instrument.

7.  Except  as set forth  hereinabove,  all other  terms and  provisions  of the
Transaction Documents shall remain in full force and effect.

      IN WITNESS WHEREOF the parties have hereunto set their hands and seals the
day and year set above set forth.


                                              IPOINT MEDIA LTD.

                                              By: /s/Muki Geller
                                                 ----------------------------
                                              Name:      Muki Geller
                                                   --------------------------
                                              Title:     CEO
                                                    -------------------------

                                              IPOINT U.S.A. CORP.

                                              By: /s/Muki Geller
                                                 ----------------------------
                                              Name:      Muki Geller
                                                   --------------------------
                                              Title:     CEO
                                                    -------------------------

                                              CORNELL CAPITAL PARTNERS, LP

                                              BY:     YORKVILLE ADVISORS, LLC
                                              ITS:    GENERAL PARTNER

                                              By: /s/Mark Angelo
                                                 ----------------------------
                                              Name:   Mark Angelo
                                                   --------------------------
                                              Title:  Portfolio Manager
                                                    -------------------------