Exhibit 4.3

                              INVESTMENT AGREEMENT

      THIS  INVESTMENT  AGREEMENT (the  "Agreement")  is dated as of October 12,
2004,  by  and  between  CORNELL  CAPITAL  PARTNERS,   LP,  a  Delaware  limited
partnership (the "Buyer"),  and IPOINT-MEDIA LTD., a company chartered under the
laws of the State of Israel (the "Company").

                                    Recitals:

      The parties have  reached an  agreement  pursuant to which the Buyer shall
make an investment  in the Company,  and the Company shall issue and sell to the
Buyer ordinary shares, par value NIS 1 per share (the "Ordinary Shares"), all in
accordance with the terms hereof.

                                   Agreement:

      NOW,  THEREFORE,  in consideration of the mutual premises herein set forth
and certain other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

      1. ISSUANCE OF SHARES AND RELATED TRANSACTIONS.

            1.1. Issuance of Shares.  At Closing (as defined below),  subject to
the terms,  restrictions  and  conditions  of this  Agreement,  the Buyer  shall
acquire,  and the Company shall sell,  issue and deliver to the Buyer a total of
40,704  ordinary  shares (the "Buyer's  Stock").  All Buyer's Stock to be issued
hereunder  shall be free and clear of all  liens,  claims,  pledges,  mortgages,
restrictions,  obligations,  security  interests and  encumbrances  of any kind,
nature and description (collectively, "Encumbrances").

            1.2.  Purchase Price. The purchase price (the "Purchase  Price") for
the  Buyer's  Stock  shall be equal to  $1,000,000,  which  shall be paid to the
Company in  immediately  available  funds on the  Closing  Date (as set forth in
Section 1.3 hereof). The Purchase Price shall be reduced by the Fee described in
Section 11.9 hereof. In addition,  the Buyer shall hold-back  $75,000,  which is
the estimated printing and shipping costs of distributing a prospectus  pursuant
to the Registration  Rights Agreement of even date herewith.  To the extent that
the actual  printing  and shipping  costs are more than the  estimate  described
herein,  then the Company  shall pay the balance.  To the extent that the actual
printing and  shipping  costs are less than the  estimate,  then the Buyer shall
refund the difference to the Company.

            1.3.  Closing.  The parties to this Agreement  shall  consummate the
transactions  contemplated  by this Agreement at a closing (the "Closing") to be
held no later than October ___,  2004;  provided,  in no event shall the Closing
occur  prior  to the  satisfaction  of the  conditions  precedent  set  forth in
Sections  6, 7 and 8 hereof.  The date of Closing is  referred  to herein as the
"Closing  Date." The  Closing  shall take place at the offices of counsel to the
Buyer,  or at such other place as may be  mutually  agreed upon by the Buyer and
the Company. At the Closing, the Company shall deliver to the Buyer certificates
representing the Buyer's Stock.


<PAGE>

      2. ADDITIONAL AGREEMENTS.

            2.1.  Agreement to Register the Buyer's Ordinary Shares. The Company
shall  register  the  Buyer's  Stock  with the SEC  pursuant  to the  terms of a
Registration  Rights Agreement of even date herewith between the Company and the
Buyer.

            2.2. Access and  Inspection,  Etc. The Company shall allow the Buyer
and its authorized representatives full access during normal business hours from
and  after  the  date  hereof  and  prior  to  the  Closing  Date  to all of the
properties,  books,  contracts,  commitments  and records of the Company for the
purpose of making such  investigations  as the Buyer may  reasonably  request in
connection  with the  transactions  contemplated  hereby,  and  shall  cause the
Company to furnish Buyer such  information  concerning  its affairs as Buyer may
reasonably  request.  The Company has caused and shall  cause its  personnel  to
assist the Buyer in making such  investigation  and shall use their best efforts
to  cause  the   counsel,   accountants,   engineers   and  other   non-employee
representatives  of the  Company to be  reasonably  available  to Buyer for such
purposes.

            2.3. Public Announcements.  The parties will consult with each other
before issuing any press releases or otherwise  making any public statement with
respect to this Agreement or any of the transactions  contemplated hereby and no
party  will  issue any such  press  release  or make any such  public  statement
without  the  prior  written  consent  of the  other  parties,  except as may be
required by law or by the rules and regulations of any governmental authority or
securities exchange.

            2.4. Best Efforts.  Subject to the terms and conditions  provided in
this Agreement,  each of the parties shall use its best efforts in good faith to
take or cause to be taken as promptly as practicable all reasonable actions that
are within its power to cause to be fulfilled those conditions  precedent to its
obligations  or  the   obligations  of  the  other  parties  to  consummate  the
transactions contemplated by this Agreement that are dependent upon its actions.

            2.5. Further Assurances. The parties shall deliver any and all other
instruments or documents  required to be delivered  pursuant to, or necessary or
proper in order to give effect to, the provisions of this Agreement,  including,
without   limitation,   to  issue  the  Buyer's  Stock  and  to  consummate  the
transactions contemplated by this Agreement.

            2.6. Consolidation; Merger. The Company shall not, at any time after
the date  hereof,  without the prior  written  consent of the Buyer,  effect any
merger or  consolidation  of the Company  with or into,  or a transfer of all or
substantially  all the assets of the Company to another entity (a "Consolidation
Event"),  regardless of whether the Company is the surviving entity, unless such
Consolidation  Event would result in the Buyer receiving earning a net return of
100% on the investment made pursuant to that  Investment  Agreement of even date
herewith.

      3. REPRESENTATIONS, COVENANTS AND WARRANTIES OF THE COMPANY.


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<PAGE>

      To  induce  Buyer to enter  into  this  Agreement  and to  consummate  the
transactions  contemplated  hereby,  the Company  represents and warrants to and
covenants with the Buyer as follows:

            3.1.  Organization;  Compliance.  The Company is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Israel. The Company is: (a) entitled to own or lease its properties and to carry
on its business as and in the places where such business is now  conducted,  and
(b) duly licensed and qualified in all jurisdictions  where the character of the
property  owned by it or the nature of the business  transacted by it makes such
license or qualification necessary,  except where the failure to do so would not
result in a material adverse effect on the Company.

            3.2. Capitalization and Related Matters.

                  (a)  The  Company  has an  authorized  capital  consisting  of
20,000,000  Ordinary  Shares,  of which 297,000  Ordinary  Shares are issued and
outstanding as of the date hereof  (excluding the Buyer's  Stock).  All Ordinary
Shares are duly and validly issued,  fully paid and  nonassessable.  No Ordinary
Shares (i) were issued in violation of the preemptive rights of any shareholder,
or (ii) are held as treasury stock.

                  (b)  Except  as set  forth in  Schedule  3.2(b),  there are no
outstanding any securities convertible into Ordinary Shares or any other capital
stock of the  Company nor any rights to  subscribe  for or to  purchase,  or any
options  for the  purchase  of, or any  agreements  providing  for the  issuance
(contingent  or  otherwise)  of,  or any  calls,  commitments  or  claims of any
character  relating to, such capital stock or securities  convertible  into such
capital  stock  (collectively,  "Securities  Rights").  The Company:  (i) is not
subject to any  obligation  (contingent or otherwise) to repurchase or otherwise
acquire  or  retire  any of its  capital  stock;  or (ii) has no  liability  for
dividends or other distributions  declared or accrued,  but unpaid, with respect
to any capital stock.

                  (c) The Company is not a party to any agreement, understanding
or  arrangement,  direct  or  indirect,  relating  to any class or series of the
Company's capital stock,  including,  without limitation,  any voting agreement,
restriction on resale, shareholder agreement or registration rights agreement.

            3.3. Subsidiaries and Investments.

                  (a) Schedule 3.3 discloses with respect to each Subsidiary (as
defined below) (i) its name, (ii) the  jurisdiction of its  organization,  (iii)
the number of its authorized shares or other equity  interests,  (iv) the number
of its outstanding shares or other equity interests of each class or series, and
(v) the name of the owner and the number and percentage of outstanding shares or
other  equity  interests  of each  class or series of such  Subsidiary  owned of
record  and,  if  different,  owned  beneficially  by the  Company and any other
person. All of the outstanding  capital stock and other equity interests of each
of the  Subsidiaries is validly  issued,  fully paid and  nonassessable  and was
issued in compliance with all applicable  federal and state  securities or "blue
sky" laws and regulations. There are no Securities Rights relating to any shares
of capital  stock,  other  equity  interests or other  securities  of any of the
Subsidiaries.  The  Company  and the  Subsidiaries  have  good,  marketable  and
exclusive  title to the shares or other equity  interests  disclosed on Schedule
3.3 as being  owned by each of them,  free and  clear of all  Encumbrances.  All
rights  and  powers  to vote  such  shares or other  equity  interests  are held
exclusively  by the Company,  directly or indirectly  through one or more of the
Subsidiaries,  as the  case  may  be.  Each  Subsidiary  is a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
jurisdiction of  organization,  and has the corporate power and authority to own
or lease its properties  and to carry on its business as now conducted.  For the
purposes  hereof,  a  "Subsidiary"  means  any  corporation,  limited  liability
company,  partnership,  joint venture or other entity in which the Company owns,
directly or indirectly,  more than 20% of the outstanding  voting  securities or
equity interests.


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<PAGE>

                  (b) Except as disclosed in Schedule  3.3, the Company does not
own,  nor has it ever owned,  any equity  interest in any  corporation,  limited
liability company, partnership, joint venture or other entity.

            3.4. Execution; No Inconsistent Agreements; Etc.

                  (a) This  Agreement  is a valid and binding  agreement  of the
Company,  enforceable in accordance with its terms,  except as such  enforcement
may be limited by  bankruptcy  or similar  laws  affecting  the  enforcement  of
creditors' rights generally, and the availability of equitable remedies.

                  (b)  The  execution  and  delivery  of this  Agreement  by the
Company does not, and the consummation of the transactions  contemplated  hereby
will not,  constitute  a breach or  violation  of the  charter  or bylaws of the
Company, or a default under any of the terms, conditions or provisions of (or an
act or omission that would give rise to any right of  termination,  cancellation
or acceleration under) any note, bond, mortgage, lease, indenture,  agreement or
obligation  to which the  Company  is a party,  pursuant  to which  the  Company
otherwise receives benefits, or to which any of the properties of the Company is
subject.

            3.5. Corporate Records.  The statutory records,  including the stock
register and minute books of the Company, fully reflect all issuances, transfers
and redemptions of its capital stock, correctly show and will correctly show the
total number of shares of its capital stock issued and  outstanding  on the date
hereof and on the Closing Date,  the charter or other  organizational  documents
and all amendments thereto, and bylaws as amended and currently in force.

            3.6. Financial Statements.

                  (a)  The   Company  has   delivered   to  the  Buyer  (i)  the
consolidated  audited  balance sheet of the Company as of December 31, 2002, and
the consolidated  audited  consolidated profit and loss statement of the Company
for the fiscal year ended December 31, 2002 and (ii) the consolidated  unaudited
balance  sheet of the  Company  as of  December  31,  2003 and the  consolidated
unaudited  profit and loss  statement of the Company for the twelve months ended
December  31, 2003 (the  balance  sheet as of December  31, 2003 is  hereinafter
referred to as the "2003 Company Balance  Sheet").  All the foregoing  financial
statements,  and any financial  statements  delivered pursuant to subsection (c)
below,   are  referred  to  herein   collectively  as  the  "Company   Financial
Statements."


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<PAGE>

                  (b) The  Company  Financial  Statements  have been and will be
prepared in accordance  with U.S.  GAAP,  applied on a consistent  basis (except
that the  unaudited  statements do not contain all the  disclosures  required by
GAAP),  and  fairly  reflect  and will  reflect  in all  material  respects  the
financial  condition  of the Company as at the dates  thereof and the results of
the operations of the Company for the periods then ended.

            3.7.  Liabilities.  Except as described in Schedule 3.7 hereof,  the
Company has no material  debt,  liability  or  obligation  of any kind,  whether
accrued, absolute,  contingent or otherwise,  except: (a) those reflected on the
2003 Company  Balance Sheet,  including the notes thereto,  and (b)  liabilities
incurred in the ordinary  course of business  since  December 31, 2003,  none of
which have had or will have a material adverse effect on the financial condition
of the Company.

            3.8. Absence of Changes.  Except as described in Schedule 3.8 and in
the other  Schedules to this  Agreement,  from  December 31, 2003 to the date of
this Agreement:

                  (a) there  has not been any  adverse  change in the  business,
assets, liabilities, results of operations or financial condition of the Company
or in its relationships with suppliers,  customers, employees, lessors or others
other than changes in the ordinary course of business, none of which, singularly
or in the  aggregate,  have had or will have a  material  adverse  effect on the
business, properties or financial condition of the Company; and

                  (b)  the  Company  has  complied   with  the   covenants   and
restrictions  set forth in Section 5 to the same extent as if this Agreement had
been executed on, and had been in effect since, December 31, 2003.

            3.9. Title to Properties.  The Company has good and marketable title
to all of its  properties  and assets,  real and  personal,  including,  but not
limited to, those  reflected in the 2003 Company  Balance Sheet (except as since
sold  or  otherwise  disposed  of in the  ordinary  course  of  business,  or as
expressly provided for in this Agreement), free and clear of all Encumbrances of
any kind or character  except:  (a) those  securing  liabilities  of the Company
incurred in the  ordinary  course  (with  respect to which no  material  default
exists);  (b) liens of 2004 real estate and  personal  property  taxes;  and (c)
imperfections of title and Encumbrances, if any, which, in the aggregate (i) are
not  substantial  in amount;  (ii) do not detract from the value of the property
subject  thereto or impair the  operations  of the  Company or; and (iii) do not
have a material  adverse  effect on the  business,  properties  or assets of the
Company.

            3.10.  Compliance  With Law.  The  business  and  activities  of the
Company has at all times been  conducted  in  accordance  with its  articles and
memorandum of association and any applicable law, regulation,  ordinance, order,
License (defined below), permit, rule, injunction or other restriction or ruling
of any court or administrative or governmental agency, ministry, or body, except
where the failure to do so would not result in a material  adverse effect on the
Company.


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<PAGE>

            3.11. Taxes. The Company has duly filed all material federal, state,
local and foreign tax  returns and  reports,  and all returns and reports of all
other governmental units having jurisdiction with respect to taxes imposed on it
or on its income, properties, sales, franchises,  operations or employee benefit
plans or trusts, all such returns were complete and accurate when filed, and all
taxes and  assessments  payable by the Company have been paid to the extent that
such taxes have become due. All taxes  accrued or payable by the Company for all
periods through December 31, 2003 have been accrued or paid in full,  whether or
not due and payable and whether or not disputed. The Company has withheld proper
and accurate  amounts from its employees for all periods in full compliance with
the tax withholding  provisions of applicable foreign,  federal, state and local
tax laws. There are no waivers or agreements by the Company for the extension of
time for the assessment of any taxes.  The tax returns of the Company have never
been  examined by any  authority  or other  administrative  body or court of any
state or country.  There are not now any  examinations of the income tax returns
of the Company pending, or any proposed  deficiencies or assessments against the
Company  of  additional  taxes of any kind.  The  Company  shall duly and timely
prepare and file all material federal,  state, local and foreign tax returns and
reports for 2004,  and all returns and reports of all other  governmental  units
having  jurisdiction  with  respect to taxes  imposed  on the  Company or on its
income, properties,  sales, franchises,  operations or employee benefit plans or
trusts, and all such returns will be complete and accurate when filed.

            3.12. Real Properties.  The Company does not have an interest in any
real property, except for the Leases (as defined below).

            3.13.  Leases of Real  Property.  All leases  pursuant  to which the
Company is lessee or lessor of any real  property  (the  "Leases") are listed in
Schedule  3.13 and are valid and  enforceable  in  accordance  with their terms.
There is not under any of such  leases (a) any  material  default or any claimed
material  default by the  Company  or any event of  default or event  which with
notice or lapse of time,  or both,  would  constitute a material  default by the
Company  and in respect to which the  Company  has not taken  adequate  steps to
prevent a default on its part from  occurring,  or (b) to the  knowledge  of the
Company,  any  material  default  by any  lessee of the  Company or any event of
default or event which with notice or lapse of time, or both, would constitute a
material default by any lessee. The copies of the Leases heretofore furnished to
Buyer are true, correct and complete,  and such Leases have not been modified in
any  respect  since the date they were so  furnished,  and are in full force and
effect in accordance with their terms.  The Company is lawfully in possession of
all real properties of which they are a lessee (the "Leased Properties").

            3.14. Contingencies. Except as disclosed on Schedule 3.14, there are
no actions,  suits,  claims or proceedings  pending,  or to the knowledge of the
Company threatened against, by or affecting,  the Company in any court or before
any arbitrator or governmental agency that may have a material adverse effect on
the Company or which could  materially and adversely affect the right or ability
of the  Company to  consummate  the  transactions  contemplated  hereby.  To the
knowledge  of the  Company,  there is no valid basis upon which any such action,
suit, claim, or proceeding may be commenced or asserted against it. There are no
unsatisfied  judgments  against the  Company  and no consent  decrees or similar
agreements  to which the  Company  is  subject  and which  could have a material
adverse effect on the Company.


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<PAGE>

            3.15. Products Liability;  Warranties;  Insurance.  The Company will
have not loss,  damage,  liability,  fine,  penalty,  cost and expense  (each, a
"Liability")  that is not fully  covered by  insurance  relating  to any product
manufactured,  distributed or sold by the Company prior to the Closing,  whether
or not such  Liability is related to products  that are  defective or improperly
designed  or  manufactured  or are in breach of any  express or implied  product
warranty.

            3.16. Intellectual Property Rights.

                  (a) The  Company  owns and  possesses  all  right,  title  and
interest in and to, or has a valid license to use, all of the Proprietary Rights
(as defined  below)  necessary  for the  operation  of its business as presently
conducted and none of such Proprietary Rights have been abandoned;

                  (b) no claim  by any  third  party  contesting  the  validity,
enforceability,  use or ownership of any such Proprietary  Rights has been made,
is currently outstanding or, to the knowledge of the Company, is threatened, and
to the knowledge of the Company there is no reasonable basis for any such claim;

                  (c) neither the Company nor any registered agent of any of the
foregoing has received any notice of, nor is the Company aware of any reasonable
basis for an allegation of, any infringement or misappropriation by, or conflict
with,  any third  party with  respect to such  Proprietary  Rights,  nor has the
Company,  or  any  registered  agent  of any  of  them  received  any  claim  of
infringement  or  misappropriation  of or other  conflict  with any  Proprietary
Rights of any third party;

                  (d)  the  Company  has  not  infringed,   misappropriated   or
otherwise violated any Proprietary Rights of any third parties,  and the Company
is not aware of any infringement,  misappropriation or conflict which will occur
as a result of the continued  operation of the Company as presently operated and
as  contemplated  to be  operated  or as a  result  of the  consummation  of the
transactions contemplated hereby; and

                  (e) all employees who have  contributed to or  participated in
the conception and/or  development of all or any part of the Proprietary  Rights
which are not  licensed to the Company  from a third party  either (i) have been
party  to a  "work-for-hire"  arrangement  or  agreement  with the  Company,  in
accordance with applicable  federal and state law, that has accorded the Company
full,  effective,   exclusive,  and  original  ownership  of  all  tangible  and
intangible  property  thereby  arising,   or  (ii)  have  executed   appropriate
instruments of assignment in favor of the Company as assignee that have conveyed
to the Company  full,  effective  and  exclusive  ownership  of all tangible and
intangible property thereby arising.

                  (f) As used herein,  the term  "Proprietary  Rights" means all
proprietary  information  of the  Company,  as the  case may be,  including  all
patents, patent applications,  patent disclosures and inventions (whether or not
patentable  and whether or not reduced to  practice),  all  trademarks,  service
marks, trade dress, trade names, corporate names, domain names, copyrights,  all
trade  secrets,   confidential  information,   ideas,  formulae,   compositions,
know-how, processes and techniques,  drawings,  specifications,  designs, logos,
plans, improvements,  proposals,  technical and computer data, documentation and
software,  financial,  business and marketing plans, and related information and
all other  proprietary,  industrial or intellectual  property rights relating to
the  business  of  the  Company,  including  those  proprietary,  industrial  or
intellectual  property rights found at the Company's websites listed on Schedule
3.16.


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<PAGE>

                  (g) The consummation of the transactions  contemplated by this
Agreement will not adversely  affect the right of the Company to continue to use
the Proprietary  Rights.  To the extent that the registration of any Proprietary
Right is  required  by law,  such  Proprietary  Right has been duly and  validly
registered  or filed,  and any fees that are  necessary to maintain in force any
Proprietary Rights or registrations  thereof have been paid.  Schedule 3.16 sets
forth a list and description of the copyrights, trademarks, service marks, trade
dress,  trade  names and domain  names used or held by the  Company  and,  where
appropriate,  the  date,  serial  or  registration  number,  and  place  of  any
registration thereof.

            3.17. Material Contracts.  Schedule 3.17 contains a complete list of
all  contracts  of the  Company  which  involve  consideration  in excess of the
equivalent  of  $25,000  or have a term  of one  year  or  more  (the  "Material
Contracts").  The Company has  delivered  to Buyer a true,  correct and complete
copy of each of the  written  contracts,  and a summary  of each oral  contract,
listed on Schedule  3.17.  Except as disclosed in Schedule 3.17: (a) the Company
has  performed all material  obligations  to be performed by them under all such
contracts,  and is not in material default thereof,  and (b) no condition exists
or has occurred  which with the giving of notice or the lapse of time,  or both,
would  constitute a material  default by the Company or accelerate  the maturity
of, or otherwise  modify,  any such contract,  and (c) all such contracts are in
full force and  effect.  No  material  default by any other party to any of such
contracts is known or claimed by the Company to exist.

            3.18. Employee Benefit Matters.

                  (a) Except as disclosed in Schedule 3.18, the Company does not
provide,  nor is it obligated to provide,  directly or indirectly,  any benefits
for employees other than salaries, sales commissions and bonuses, including, but
not limited to, any pension,  profit sharing, stock option,  retirement,  bonus,
hospitalization,  insurance,  severance,  vacation  or other  employee  benefits
(including  any  housing  or social  fund  contributions)  under  any  practice,
agreement or understanding.

                  (b) Each employee  benefit plan  maintained by or on behalf of
the Company or any other party  (including any  terminated  pension plans) which
covers  or  covered  any   employees   or  former   employees   of  the  Company
(collectively,  the "Employee  Benefit  Plan") is listed in Schedule  3.18.  The
Company has  delivered to Buyer true and  complete  copies of all such plans and
any  related  documents.  With  respect  to each such plan:  (a) no  litigation,
administrative  or other proceeding or claim is pending,  or to the knowledge of
the Company,  threatened or  anticipated  involving  such plan; (b) there are no
outstanding  requests for information by participants or  beneficiaries  of such
plan;  and (c) such plan has been  administered  in  compliance  in all material
respects with all applicable laws and regulations.


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<PAGE>

                  (c)  The  Company  has  timely  made  payment  in  full of all
contributions  to all of the  Employee  Benefit  Plans  which  the  Company  was
obligated  to make  prior to the date  hereof;  and there  are no  contributions
declared or payable by the Company to any Employee Benefit Plan which, as of the
date hereof, has not been paid in full.

            3.19.  Possession of  Franchises,  Licenses,  Etc. The Company:  (a)
possesses all material  franchises,  certificates,  licenses,  permits and other
authorizations  (collectively,  the "Licenses") from  governmental  authorities,
political  subdivisions  or  regulatory  authorities  that are necessary for the
ownership,  maintenance  and  operation of its business in the manner  presently
conducted;  (b) are not in violation  of any  provisions  thereof;  and (c) have
maintained  and amended,  as  necessary,  all Licenses  and duly  completed  all
filings and notifications in connection therewith.

            3.20.  Environmental Matters.  Except as disclosed in Schedule 3.20:
(i)  the  Company  is  not  in  violation,  in  any  material  respect,  of  any
Environmental Law (as defined below);  (ii) the Company has received all permits
and  approvals  with respect to emissions  into the  environment  and the proper
collection,  storage, transport,  distribution or disposal of Wastes (as defined
below) and other materials required for the operation of its business at present
operating  levels;  and (iii) the Company is not liable or  responsible  for any
material clean up, fines,  liability or expense arising under any  Environmental
Law,  as a result of the  disposal  of Wastes  or other  materials  in or on the
property  of the  Company  (whether  owned  or  leased),  or in or on any  other
property,  including property no longer owned, leased or used by the Company. As
used herein, (a)  "Environmental  Laws" means,  collectively,  the Comprehensive
Environmental Response,  Compensation and Liability Act of 1980, as amended, the
Superfund Amendments and Reauthorization Act of 1986, the Resource  Conservation
and Recovery Act, the Toxic  Substances  Control Act, as amended,  the Clean Air
Act, as amended,  the Clean Water Act,  as  amended,  any other  "Superfund"  or
"Superlien" law or any other federal, or applicable state or local statute, law,
ordinance,  code,  rule,  regulation,  order or  decree  (foreign  or  domestic)
regulating,   relating  to,  or  imposing  liability  or  standards  of  conduct
concerning,  Wastes, or the environment; and (b) "Wastes" means and includes any
hazardous,  toxic or dangerous waste,  liquid,  substance or material (including
petroleum  products  and  derivatives),   the  generation,   handling,  storage,
disposal, treatment or emission of which is subject to any Environmental Law.

            3.21.  Agreements and Transactions  with Related Parties.  Except as
disclosed on Schedule  3.21,  the Company is not, and since  January 1, 2002 has
not been, a party to any contract,  agreement, lease or transaction with, or any
other  commitment  to,  (a) a  shareholder,  (b) any  person  related  by blood,
adoption or marriage to shareholder, (c) any director or officer of the Company,
(d) any  corporation or other entity in which any of the foregoing  parties has,
directly or indirectly,  at least five percent (5.0%) beneficial interest in the
capital  stock or other type of equity  interest  in such  corporation  or other
entity, or (e) any partnership in which any such party is a general partner or a
limited partner having a five percent (5%) or more interest  therein (any or all
of the foregoing being herein referred to as a "Related Party" and  collectively
as the "Related  Parties").  Without  limiting the  generality of the foregoing,
except  as set  forth in  Schedule  3.21,  (a) no  Related  Party,  directly  or
indirectly,  owns or controls any assets or  properties  which are or have since
January 1, 2002 been used in the  business  of the  Company,  and (b) no Related
Party, directly or indirectly,  engages in or has any significant interest in or
connection  with any  business:  (i) which is or which  within  the last two (2)
years has been a competitor, customer or supplier of, or has done business with,
the Company,  or (ii) which as of the date hereof sells or distributes  products
or provides services which are similar or related to the products or services of
the Company.


                                       9
<PAGE>

            3.22. Business Practices.  Except as disclosed on Schedule 3.22, the
Company has not, at any time, directly or indirectly,  made any contributions or
payment,  or provided any compensation or benefit of any kind, to any municipal,
county, state, federal or foreign governmental officer or official, or any other
person charged with similar public or quasi-public  duties, or any candidate for
political office. The Company's books, accounts and records (including,  without
limitation,  customer files, product packaging and invoices) accurately describe
and reflect,  in all material  respects,  the nature and amount of the Company's
products,  purchases,  sales  and  other  transactions.   Without  limiting  the
generality  of  the  foregoing,  the  Company  has  not  engaged,   directly  or
indirectly,  in:  (a) the  practice  known as  "double-invoicing"  or the use or
issuance of  pro-forma or dummy  invoices;  or (b) the  incorrect or  misleading
labeling, marketing or sale of refurbished goods as new goods.

            3.23.  Shareholder  Matters.  Except as disclosed on Schedule  3.23,
none of the matters  set forth in this  Agreement  require  the  approval of the
Company's shareholders.

            3.24. Full Disclosure.  No representation or warranty of the Company
contained  in  this  Agreement,  and  none  of  the  statements  or  information
concerning the Company  contained in this Agreement and the Schedules,  contains
or  will  contain  any  untrue  statement  of a  material  fact  nor  will  such
representations,  warranties,  covenants or  statements  taken as a whole omit a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

      4. REPRESENTATIONS AND WARRANTIES OF BUYER.

      To induce the Company to enter into this  Agreement and to consummate  the
transactions  contemplated  hereby,  the Buyer  represents  and  warrants to and
covenants with the Company as follows:

            4.1.  Organization.  Buyer  is  a  limited  liability  company  duly
organized, validly existing and in good standing under the laws of Delaware. The
Buyer has all requisite  power and  authority to execute,  deliver and carry out
the  terms  of  this  Agreement  and  the   consummation  of  the   transactions
contemplated herein.

            4.2. Execution; No Inconsistent Agreements; Etc.

                  (a) The  execution  and  delivery  of this  Agreement  and the
performance of the transactions  contemplated  hereby have been duly and validly
authorized  and  approved  by Buyer and this  Agreement  is a valid and  binding
agreement of Buyer,  enforceable  against  Buyer in  accordance  with its terms,
except  as such  enforcement  may be  limited  by  bankruptcy  or  similar  laws
affecting the enforcement of creditors' rights  generally,  and the availability
of equitable remedies.

                  (b) The execution and delivery of this Agreement by Buyer does
not, and the  consummation  of the  transactions  contemplated  hereby will not,
constitute a breach or violation of the charter or bylaws of Buyer, or a default
under any of the terms,  conditions or provisions of (or an act or omission that
would give rise to any right of termination, cancellation or acceleration under)
any material note, bond, mortgage, lease, indenture,  agreement or obligation to
which  Buyer  is a  party,  pursuant  to  which  any of them  otherwise  receive
benefits, or by which any of their properties may be bound.


                                       10
<PAGE>

            4.3. Securities Laws.

                  (a) The Buyer is purchasing the Ordinary Shares for investment
purposes and not with a view to the sale or  distribution,  by public or private
sale or other  disposition,  and the Buyer has no present  intention of selling,
granting any  participation in or otherwise  distributing or disposing of any of
the Ordinary Shares.

                  (b) Investment Representations. The Buyer has been offered the
opportunity  to ask  questions  of,  and  receive  answers  from  the  Company's
management,  and the  Buyer  has been  given  full and  complete  access  to all
available  information  and data  relating  to the  business  and  assets of the
Company and has obtained such  additional  information  about the Company as the
Buyer  has  deemed  necessary  in  order to  evaluate  the  opportunities,  both
financial and  otherwise,  with respect to the Company and,  except as set forth
herein,  has not  relied  on any  representation,  warranty  or other  statement
concerning  the Company and its  evaluation  of the decision to  consummate  the
transactions  contemplated  herein.  In its judgment,  the Buyer is sufficiently
familiar  with the Company to enable the Buyer to proceed with the  transactions
contemplated hereby.

                  (c) The  Buyer is an  "accredited  investor,"  as such term is
defined in Rule 501 of  Regulation D  promulgated  under the  Securities  Act of
1933, as amended (the "Securities Act").

                  (d) The Buyer is a  sophisticated  investor  familiar with the
type of risks inherent in the  acquisition  of securities  such as the shares of
the Company and the Buyer's financial position is such that the Buyer can afford
to retain its shares of Company Ordinary Shares for an indefinite period of time
without realizing any direct or indirect cash return on its investment.

                  (e) The Buyer  acknowledges  that the certificates  evidencing
the Buyer's Stock will contain a legend substantially as follows:

                  THE SECURITIES  WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE
                  NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
                  AMENDED (THE "ACT").  THE  SECURITIES  HAVE BEEN  ACQUIRED FOR
                  INVESTMENT  PURPOSES ONLY AND NOT WITH A VIEW TO  DISTRIBUTION
                  OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A
                  SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
                  OF UNLESS AND UNTIL REGISTERED  UNDER THE ACT, AS AMENDED,  OR
                  EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
                  NOT REQUIRED UNDER SUCH ACT.


                                       11
<PAGE>

      5. CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING.

      The  Company  covenants  and agrees  that  between the date hereof and the
Closing Date:

            5.1.  Business  in the  Ordinary  Course.  Except  as set  forth  in
Schedule  5.1,  the  business  of the  Company  shall be  conducted  only in the
ordinary  course,  and  consistent  with past  practice.  Without  limiting  the
generality  of the  foregoing,  and  except as set forth in  Schedule  5.1 or as
otherwise approved by Buyer:

                  (a)  Except  for  the  transaction  contemplated  hereby,  the
Company shall not enter into any contract,  agreement or other arrangement which
would  constitute a Material  Contract,  except for  contracts to sell or supply
goods or services to customers in the ordinary  course of business at prices and
on terms  substantially  consistent  with the prior  operating  practices of the
Company;

                  (b)  except for sales of  personal  property  in the  ordinary
course of its business, the Company shall not sell, assign, transfer,  mortgage,
convey,  encumber  or  otherwise  dispose  of, or cause  the  sale,  assignment,
transfer, mortgage,  conveyance,  encumbrance or other disposition of any of the
assets or properties of the Company or any interest therein;

                  (c) the Company shall not acquire any material assets,  except
expenditures made in the ordinary course of business as reasonably  necessary to
enable the Company to conduct its normal business operations and to maintain its
normal  inventory of goods and materials,  at prices and on terms  substantially
consistent with current market conditions and prior operating practices;

                  (d) the books, records and accounts of the Company shall be
maintained in the usual, regular and ordinary course of business on a basis
consistent with prior practices and in accordance with GAAP;

                  (e) the Company  shall use its best  efforts to  preserve  its
business organization, to preserve the good will of its suppliers, customers and
others having business relations with the Company, and to retain the services of
key employees and agents of the Company;

                  (f) except as it may terminate in accordance with the terms of
this Agreement, the Company shall keep in full force and effect, and not cause a
default  of  any  of  its  obligations   under,  each  of  their  contracts  and
commitments;

                  (g) the  Company  shall duly comply in all  material  respects
with all laws applicable to it and to the conduct of its business;

                  (h)  the  Company  shall  not  create,  incur  or  assume  any
liability or indebtedness,  except in the ordinary course of business consistent
with past practices;


                                       12
<PAGE>

                  (i) other than as contemplated in this Agreement,  the Company
shall not apply any of its assets to the direct or indirect payment,  discharge,
satisfaction or reduction of any amount payable directly or indirectly to or for
the benefit of any shareholder or any Related Party; and

                  (j) the  Company  shall  not take or omit to take  any  action
which  would  render  any  of  the   representations  or  warranties  untrue  or
misleading, or which would be a breach of any of the covenants.

            5.2. No Material Changes.  Except as contemplated in this Agreement,
the Company shall not  materially  alter its  organization,  capitalization,  or
financial structure, practices or operations. Without limiting the generality of
the foregoing:

                  (a) no change shall be made in the articles and  memorandum of
association of the Company;

                  (b) no  change  shall  be made  in the  authorized  or  issued
capital stock of the Company;

                  (c) the  Company  shall not issue or grant any right or option
to purchase or otherwise acquire any of its capital stock or other securities;

                  (d) no  dividend  or other  distribution  or payment  shall be
declared or made with respect to any of the capital stock of the Company; and

                  (e) no change shall be made affecting the banking arrangements
of the Company.

            5.3.  Notification.  Each  party to this  Agreement  shall  promptly
notify the other parties in writing of the occurrence, or threatened occurrence,
of any event that would  constitute a breach or  violation of this  Agreement by
any  party or that  would  cause  any  representation  or  warranty  made by the
notifying party in this Agreement to be false or misleading in any respect.  The
Company will  promptly  notify the Buyer of any event that could have a material
adverse effect on the business,  assets, financial condition or prospects of the
Company.  The  Company  shall  have the right to update  the  Schedules  to this
Agreement  immediately prior to Closing;  provided, if such update discloses any
breach of a representation, warranty, covenant or obligation of the Company, the
Buyer shall have the right to then  exercise its  available  rights and remedies
hereunder.

      6. CONDITIONS TO OBLIGATIONS OF ALL PARTIES.

      The  obligation  of Buyer and the Company to consummate  the  transactions
contemplated by this Agreement are subject to the satisfaction, on or before the
Closing, of each of the following conditions;  any or all of which may be waived
in whole or in part by the joint agreement of Buyer and the Company:


                                       13
<PAGE>

            6.1.  Absence of Actions.  No action or  proceeding  shall have been
brought or threatened before any court or  administrative  agency to prevent the
consummation  or  to  seek  damages  in a  material  amount  by  reason  of  the
transactions  contemplated  hereby,  and no  governmental  authority  shall have
asserted  that  the  within  transactions  (or  any  other  pending  transaction
involving  Buyer or the Company  when  considered  in light of the effect of the
within  transactions)  shall  constitute  a  violation  of law or  give  rise to
material liability on the part of the Company or the Buyer.

            6.2.  Consents.  The parties shall have received from any suppliers,
lessors, lenders, lien holders or governmental  authorities,  bodies or agencies
having jurisdiction over the transactions contemplated by this Agreement, or any
part hereof,  such consents,  authorizations  and approvals as are necessary for
the consummation hereof, including,  without limitation,  the consents listed on
Schedule 6.2.

      7. CONDITIONS TO OBLIGATIONS OF THE BUYER.

      All obligations of the Buyer to consummate the  transactions  contemplated
by this Agreement are subject to the  fulfillment  and  satisfaction of each and
every of the  following  conditions  on or prior to the  Closing,  any or all of
which may be waived in whole or in part by Buyer:

            7.1.   Representations  and  Warranties.   The  representations  and
warranties  contained  in Section 3 of this  Agreement  and in any  certificate,
instrument,  schedule,  agreement or other writing  delivered by or on behalf of
the Company in connection with the  transactions  contemplated by this Agreement
shall be true,  correct  and  complete  in all  material  respects  (except  for
representations   and  warranties   which  are  by  their  terms   qualified  by
materiality,  which shall be true,  correct and complete in all  respects) as of
the date when made and shall be deemed to be made again at and as of the Closing
Date and  shall be true,  correct  and  complete  at and as of such  time in all
material respects (except for  representations and warranties which are by their
terms qualified by materiality, which shall be true, correct and complete in all
respects).

            7.2.  Compliance with  Agreements and Conditions.  The Company shall
have performed and complied with all material agreements and conditions required
by this  Agreement  to be  performed  or complied  with by it prior to or on the
Closing Date.

            7.3. Absence of Material Adverse Changes. No material adverse change
in the business,  assets, financial condition, or prospects of the Company shall
have  occurred,   no  substantial   part  of  the  assets  of  the  Company  not
substantially  covered by  insurance  shall have been  destroyed  due to fire or
other  casualty,  and no event shall have occurred  which has had or will have a
material  adverse  effect  on  the  business,  assets,  financial  condition  or
prospects of the Company.

            7.4. Board  Approval.  The Company's  Board of Directors  shall have
taken the action required by them pursuant to Section 2.1 hereof.

            7.5. Registration Rights Agreement.  The Company shall have executed
and delivered to the Buyer a Registration  Rights Agreement in a form acceptable
to the Buyer.

            7.6. Standby Equity Distribution  Agreement.  The Company shall have
executed and delivered to the Buyer a Standby Equity Distribution Agreement in a
form  acceptable  to  the  Buyer,  along  with  the  related  Escrow  Agreement,
Registration Rights Agreement and Placement Agent Agreement.


                                       14
<PAGE>

            7.7.  Corporate  Documents.  The Company shall have delivered to the
Buyer the  articles  and  memorandum  of  association  of the  Company  and each
Subsidiary certified by an appropriate  official of its respective  jurisdiction
of  incorporation  as being in effect  as of a recent  date,  the  bylaws of the
Company and each Subsidiary  certified by an appropriate officer as in effect at
the  Closing,  the minute  books and  corporate  records of the Company and each
Subsidiary and the stock ledger of the Company and each Subsidiary.

            7.8. Other Documents.  The Company shall have delivered to the Buyer
such other documents and instruments as the Buyer deems reasonably  necessary or
desirable to consummate the transactions contemplated hereby.

            7.9. Certificate of the Company. The Company shall have executed and
delivered,  or caused to be  executed  and  delivered,  to the Buyer one or more
certificates, dated the Closing Date, certifying in such detail as the Buyer may
reasonably  request  to the  fulfillment  and  satisfaction  of  the  conditions
specified in Sections 7.1 through 7.8 above.

            All documents  delivered to the Buyer shall be in form and substance
reasonably satisfactory to the Buyer.

      8. CONDITIONS TO OBLIGATIONS OF THE COMPANY.

      All of the  obligations  of the  Company to  consummate  the  transactions
contemplated by this Agreement are subject to the  fulfillment and  satisfaction
of each and every of the following conditions on or prior to the Closing, any or
all of which may be waived in whole or in part by the Company:

            8.1.   Representations  and  Warranties.   The  representations  and
warranties  contained  in Section 4 of this  Agreement  and in any  certificate,
instrument,  schedule,  agreement or other writing  delivered by or on behalf of
Buyer in connection with the  transactions  contemplated by this Agreement shall
be true and correct in all material  respects  (except for  representations  and
warranties  which are by their terms  qualified by  materiality,  which shall be
true,  correct and complete in all respects) when made and shall be deemed to be
made  again at and as of the  Closing  Date and  shall be true at and as of such
time in all material respects (except for  representations  and warranties which
are by their terms  qualified by materiality,  which shall be true,  correct and
complete in all respects).

            8.2.  Compliance with  Agreements and  Conditions.  Buyer shall have
performed and complied with all material  agreements and conditions  required by
this  Agreement  to be  performed  or complied  with by Buyer prior to or on the
Closing Date.

            8.3.  Certificate  of Buyer.  The Buyer shall have  delivered to the
Company a  certificate,  executed by an executive  officer and dated the Closing
Date,  certifying  in such  detail as counsel  for the  Company  may  reasonably
request to the  fulfillment  and  satisfaction  of the  conditions  specified in
Sections 8.1 through 8.2 above.


                                       15
<PAGE>

      9. INDEMNITY.

            9.1.  Indemnification  by  the  Company.  The  Company  (hereinafter
collectively called the "Company  Indemnitor") shall defend,  indemnify and hold
harmless the Buyer,  its direct and indirect parent  corporations,  subsidiaries
and affiliates,  their officers,  members, directors,  employees,  attorneys and
agents  (hereinafter  collectively  called "Buyer  Indemnitees")  against and in
respect of any and all loss, damage, liability, fine, penalty, cost and expense,
including   reasonable   attorneys'   fees  and  amounts   paid  in   settlement
(collectively,  "Buyer Losses"), suffered or incurred by any Buyer Indemnitee by
reason of, or arising out of:

                  (a) any  misrepresentation,  breach of  warranty  or breach or
nonfulfillment of any covenant, obligation or agreement of the Company contained
in this  Agreement  or in any  certificate,  schedule,  instrument  or  document
delivered to Buyer by or on behalf of the Company  pursuant to the provisions of
this Agreement (without regard to materiality thresholds contained therein); and

                  (b) any  liabilities  of the Company of any nature  whatsoever
(including tax liability,  penalties and interest),  whether accrued,  absolute,
contingent or otherwise, (i) existing as of the date of the 2003 Company Balance
Sheet,  and required to be shown therein in accordance  with GAAP, to the extent
not reflected or reserved  against in full in the 2003 Company Balance Sheet; or
(ii) arising or occurring between December 31, 2003 and the Closing Date, except
for liabilities arising in the ordinary course of business,  none of which shall
have a material adverse effect on the Company.

                  (c)  Indemnification by Buyer. The Buyer  (hereinafter  called
the "Buyer  Indemnitor") shall defend,  indemnify and hold harmless the Company,
its direct and indirect parent corporations,  subsidiaries and affiliates, their
officers,  members,  directors,  employees,  attorneys  and agents  (hereinafter
called "Company Indemnitee") against and in respect of any and all loss, damage,
liability, fine, penalty, cost and expense, including reasonable attorneys' fees
and amounts paid in settlement  (collectively,  "Company  Losses"),  suffered or
incurred   by  Company   Indemnitee   by  reason  of  or  arising   out  of  any
misrepresentation,  breach  of  warranty  or breach  or  non-fulfillment  of any
material covenant,  obligation or agreement of Buyer contained in this Agreement
or in any other certificate,  schedule,  instrument or document delivered to the
Company by or on behalf of Buyer  pursuant to the  provisions of this  Agreement
(without regard to materiality thresholds contained therein).

            9.2. Defense of Claims.

                  (a)  Each  party   seeking   indemnification   hereunder   (an
"Indemnitee"):  (i) shall provide the other party or parties (the  "Indemnitor")
written  notice of any claim or action by a third party for which an  Indemnitor
may be liable under the terms of this Agreement, within ten (10) days after such
claim or action  arises  and is known to  Indemnitee,  and (ii)  shall  give the
Indemnitor a reasonable  opportunity to participate  in any  proceedings  and to
settle or defend any such  claim or action.  The  expenses  of all  proceedings,
contests or lawsuits  with  respect to such claims or actions  shall be borne by
the Indemnitor.  If the Indemnitor wishes to assume the defense of such claim or
action,  the Indemnitor  shall give written notice to the Indemnitee  within ten
(10) days after  notice  from the  Indemnitee  of such claim or action,  and the
Indemnitor shall  thereafter  assume the defense of any such claim or liability,
through  counsel  reasonably  satisfactory  to  the  Indemnitee,  provided  that
Indemnitee  may  participate  in such  defense  at their  own  expense,  and the
Indemnitor  shall,  in any event,  have the right to control  the defense of the
claim or action.  The failure of an  Indemnitee  to give any notice  required by
this Section  shall not affect any of such party's  rights under this Section or
otherwise, except and to the extent that such failure is actually prejudicial to
the rights or obligations of the Indemnitor.


                                       16
<PAGE>

                  (b) If the  Indemnitor  shall not assume the defense of, or if
after so  assuming  it shall  fail to  defend,  any such  claim or  action,  the
Indemnitee  may defend  against  any such claim or action in such manner as they
may deem  appropriate and the Indemnitees may settle such claim or litigation on
such  terms  as they  may  deem  appropriate  but  subject  to the  Indemnitor's
approval, such approval not to be unreasonably withheld; provided, however, that
any such settlement shall be deemed approved by the Indemnitor if the Indemnitor
fails to object  thereto,  by written notice to the  Indemnitee,  within fifteen
(15)  days  after  the  Indemnitor's  receipt  of  a  written  summary  of  such
settlement.  The  Indemnitor  shall  promptly  reimburse the  Indemnitee for the
amount of all  expenses,  legal and  otherwise,  incurred by the  Indemnitee  in
connection with the defense and settlement of such claim or action.

                  (c) If a  non-appealable  judgment  is  rendered  against  any
Indemnitee in any action covered by the indemnification  hereunder,  or any lien
attaches to any of the assets of any of the  Indemnitee,  the  Indemnitor  shall
immediately upon such entry or attachment pay such judgment in full or discharge
such lien unless,  at the expense and direction of the Indemnitor,  an appeal is
taken under which the execution of the judgment or  satisfaction  of the lien is
stayed.  If and  when a final  judgment  is  rendered  in any such  action,  the
Indemnitor  shall  forthwith pay such judgment or discharge such lien before any
Indemnitee is compelled to do so.

            9.3. Waiver.  The failure of any Indemnitee to give any notice or to
take any action  hereunder  shall not be deemed a waiver of any of the rights of
such  Indemnitee  hereunder,  except to the extent that  Indemnitor  is actually
prejudiced by such failure.

      10. TERMINATION.

            10.1.  Termination.  This Agreement may be terminated at any time on
or prior to the Closing:

                  (a) By mutual consent of Buyer and the Company; or

                  (b) At the election of Buyer if: (i) a Company has breached or
failed  to  perform  or  comply  with  any of its  representations,  warranties,
covenants or  obligations  under this  Agreement;  or (ii) any of the conditions
precedent  set forth in Section 6 or 7 is not  satisfied as and when required by
this Agreement;  or (iii) the Closing has not been consummated by June 11, 2004;
or

                  (c) At the  election of the Company if: (i) Buyer has breached
or failed to  perform  or comply  with any of its  representations,  warranties,
covenants or  obligations  under this  Agreement;  or (ii) any of the conditions
precedent  set forth in Section 6 or 8 is not  satisfied as and when required by
this  Agreement;  or (iii) if the Closing has not been  consummated  by June 11,
2004.


                                       17
<PAGE>

            10.2.  Manner  and  Effect  of  Termination.  Written  notice of any
termination ("Termination Notice") pursuant to this Section 10 shall be given by
the party electing  termination of this Agreement  ("Terminating  Party") to the
other party or parties  (collectively,  the "Terminated Party"), and such notice
shall  state  the  reason  for  termination.  The  party  or  parties  receiving
Termination  Notice  shall  have a period  of ten (10)  days  after  receipt  of
Termination  Notice to cure the matters  giving rise to such  termination to the
reasonable  satisfaction of the Terminating Party. If the matters giving rise to
termination are not cured as required hereby, this Agreement shall be terminated
effective  as of the close of business  on the tenth  (10th) day  following  the
Terminated  Party's  receipt of  Termination  Notice.  Upon  termination of this
Agreement  prior to the  consummation  of the Closing and in accordance with the
terms hereof, this Agreement shall become void and of no effect, and none of the
parties  shall have any liability to the others,  except that nothing  contained
herein shall relieve any party from: (a) its obligations  under Sections 2.3 and
2.4; or (b) liability for its intentional breach of any representation, warranty
or covenant  contained  herein,  or its  intentional  failure to comply with the
terms and conditions of this Agreement or to perform its obligations hereunder.


                                       18
<PAGE>

      11. MISCELLANEOUS.

            11.1. Notices.

                  (a) All notices,  requests,  demands, or other  communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given upon receipt if delivered in person,  or upon the  expiration of
two (2) days  after  the date  sent,  if sent by  federal  express  (or  similar
overnight courier service) to the parties at the following addresses:

            (i) If to Buyer:

                        iPoint-Media Ltd.
                        2a Habarzel Street
                        Tel-Aviv 61132, Israel
                        Attention:  Muki Geller
                        Telephone:972-3-7657265
                        Facsimile:  972-3-7657368


                  with a copy to:

                        Sichenzia Ross Friedman Ference LLP
                        1065 Avenue of the Americas
                        New York, New York 10018
                        Attn: Gregory Sichenzia, Esq.
                        Telephone: (212) 930-9700
                        Facsimile: (212) 930-9725

            (ii) If to the Company:

                        Cornell Capital Partners, LP
                        101 Hudson Street -Suite 3700
                        Jersey City, NJ 07302
                        Attention:  Mark Angelo
                                    Portfolio Manager
                        Telephone: (201) 985-8300
                        Facsimile: (201) 985-8266


                                       19
<PAGE>

                  With a copy to:

                        Cornell Capital Partners, LP
                        101 Hudson Street -Suite 3700
                        Jersey City, NJ 07302
                        Attention: Troy J. Rillo, Esq.
                                   Senior Vice President
                        Telephone: (201) 985-8300
                        Facsimile: (201) 985-8266


                  (b) Notices may also be given in any other manner permitted by
law,  effective upon actual  receipt.  Any party may change the address to which
notices,  requests,  demands  or other  communications  to such  party  shall be
delivered or mailed by giving notice  thereof to the other parties hereto in the
manner provided herein.

            11.2.  Survival.  The  representations,  warranties,  agreements and
indemnifications  of the parties  contained in this  Agreement or in any writing
delivered  pursuant  to the  provisions  of this  Agreement  shall  survive  any
investigation  heretofore or hereafter made by the parties and the  consummation
of the  transactions  contemplated  herein and shall  continue in full force and
effect after the Closing.

            11.3. Counterparts;  Interpretation.  This Agreement may be executed
in any number of  counterparts,  each of which shall be deemed an original,  and
all of which  shall  constitute  one and the  same  instrument.  This  Agreement
supersedes all prior discussions and agreements between the parties with respect
to the subject  matter hereof,  and this Agreement  contains the sole and entire
agreement  among the parties with  respect to the matters  covered  hereby.  All
Schedules hereto shall be deemed a part of this Agreement.  This Agreement shall
not be altered or amended  except by an  instrument  in writing  signed by or on
behalf of all of the parties hereto.  No ambiguity in any provision hereof shall
be construed  against a party by reason of the fact it was drafted by such party
or its counsel. For purposes of this Agreement: "herein", "hereby", "hereunder",
"herewith",  "hereafter"  and  "hereinafter"  refer  to  this  Agreement  in its
entirety,  and not to any  particular  subsection  or  paragraph.  References to
"including"  means including  without limiting the generality of any description
preceding such term. Nothing expressed or implied in this Agreement is intended,
or shall be construed,  to confer upon or give any person other than the parties
hereto any rights or remedies under or by reason of this Agreement.

            11.4.  Governing  Law.  This  Agreement  shall  be  governed  by and
interpreted  in  accordance  with the laws of the  State of New  Jersey  without
regard to the principles of conflict of laws. The parties further agree that any
action between them shall be heard exclusively in Hudson County, New Jersey, and
expressly  consent to the  jurisdiction  and venue of the Superior  Court of New
Jersey,  sitting in Hudson  County,  New Jersey and the United  States  District
Court of New Jersey,  sitting in Newark, New Jersey, for the adjudication of any
civil action asserted pursuant to this paragraph.  Each party hereby irrevocably
waives,  to the  fullest  extent it may  effectively  do so,  the  defense of an
inconvenient  forum to the  maintenance of any such action in the forum selected
hereby.


                                       20
<PAGE>

            11.5.  Successors and Assigns;  Assignment.  This Agreement shall be
binding  upon and shall  inure to the  benefit of the  parties  hereto and their
respective heirs, executors,  legal representatives,  and successors;  provided,
however, that the Company may not assign this Agreement or any rights hereunder,
in whole or in part.

            11.6.   Partial   Invalidity  and   Severability.   All  rights  and
restrictions  contained  herein may be  exercised  and shall be  applicable  and
binding only to the extent that they do not violate any applicable  laws and are
intended to be limited to the extent  necessary to render this Agreement  legal,
valid and  enforceable.  If any terms of this  Agreement  not  essential  to the
commercial  purpose of this  Agreement  shall be held to be illegal,  invalid or
unenforceable by a court of competent  jurisdiction,  it is the intention of the
parties that the remaining  terms hereof shall  constitute  their agreement with
respect to the subject matter hereof and all such  remaining  terms shall remain
in full  force and  effect.  To the extent  legally  permissible,  any  illegal,
invalid or  unenforceable  provision  of this  Agreement  shall be replaced by a
valid  provision  which will  implement the  commercial  purpose of the illegal,
invalid or unenforceable provision.

            11.7.  Waiver. Any term or condition of this Agreement may be waived
at any time by the party which is entitled to the benefit  thereof,  but only if
such waiver is  evidenced by a writing  signed by such party.  No failure on the
part of a party hereto to exercise, and no delay in exercising, any right, power
or remedy created  hereunder,  shall operate as a waiver thereof,  nor shall any
single or  partial  exercise  of any  right,  power or remedy by any such  party
preclude any other future  exercise  thereof or the exercise of any other right,
power or  remedy.  No waiver by any party  hereto to any breach of or default in
any term or condition of this Agreement  shall  constitute a waiver of or assent
to any  succeeding  breach  of or  default  in the  same  or any  other  term or
condition hereof.

            11.8. Headings. The headings as to contents of particular paragraphs
of this Agreement are inserted for  convenience  only and shall not be construed
as a part of this  Agreement  or as a  limitation  on the  scope of any terms or
provisions of this Agreement.

            11.9.  Expenses.  Except as otherwise expressly provided herein, all
legal and other costs and expenses  incurred in connection  with this  Agreement
and the  transactions  contemplated  hereby  shall  be paid by the  Buyer or the
Company as each party incurs such expenses.  Notwithstanding the foregoing,  the
Company  shall pay to the Buyer a fee of $75,000 (the "Fee") for due  diligence,
legal and  structuring  fees.  The Fee shall be deemed  fully earned on the date
hereof, and the payment of which shall be offset against the Purchase Price.

            11.10.  Finder's Fees.  The Buyer  represents to the Company that no
broker,  agent, finder or other party has been retained by it in connection with
the  transactions  contemplated  hereby and that no other fee or commission  has
been  agreed  by the  Buyer to be paid  for or on  account  of the  transactions
contemplated hereby. The Company represents to the Buyer that no broker,  agent,
finder or other party has been  retained by the Company in  connection  with the
transactions  contemplated  hereby and that no other fee or commission  has been
agreed  by the  Company  to be  paid  for  or on  account  of  the  transactions
contemplated hereby.


                                       21
<PAGE>

            11.11. Gender.  Where the context requires,  the use of the singular
form herein shall  include the plural,  the use of the plural shall  include the
singular, and the use of any gender shall include any and all genders.

            11.12.  Currency.  All  foreign  currency  amounts  required  to  be
converted to U.S.  Dollars for purposes of this Agreement  shall be converted in
accordance with GAAP.

            11.13.   Acceptance  by  Fax.  This  Agreement  shall  be  accepted,
effective and binding, for all purposes,  when the parties shall have signed and
transmitted to each other,  by telecopier or otherwise,  copies of the signature
pages hereto.

            11.14.  Attorneys  Fees. If any legal action or other  proceeding is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach,  default or  misrepresentation  in connection with any provision of this
Agreement,  the  prevailing  party  shall  be  entitled  to  recover  reasonable
attorneys' fees, court costs and all expenses  (including,  without  limitation,
all  such  fees,   costs  and  expenses   incident  to  appellate,   bankruptcy,
post-judgment and alternative dispute resolution proceedings),  incurred in that
action or proceeding, in addition to any other relief to which such party may be
entitled.

            11.15. NO JURY TRIAL. THE PARTIES HEREBY KNOWINGLY,  VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY  LITIGATION  BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION  WITH
THIS  AGREEMENT  AND ANY  DOCUMENT  CONTEMPLATED  TO BE EXECUTED IN  CONJUNCTION
HEREWITH,  OR ANY COURSE OF  CONDUCT,  COURSE OF  DEALING,  STATEMENTS  (WHETHER
VERBAL OR  WRITTEN)  OR  ACTIONS  OF ANY  PARTY.  THIS  PROVISION  IS A MATERIAL
INDUCEMENT FOR THE PARTIES' ACCEPTANCE OF THIS AGREEMENT.


                                       22
<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Investment Agreement or
caused this  Investment  Agreement to be duly executed by their duly  authorized
officers as of the day and year first above written.

                        BUYER:

                        CORNELL CAPITAL PARTNERS, LP

                        By: Yorkville Advisors, LLC
                        Its:  General Partner

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

                        COMPANY:

                        IPOINT-MEDIA LTD.

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


                                       23