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                                                                  Exhibit 10(41)

                              Assignment Agreement


     This Agreement (the "Agreement") is made as of the 10th day of February,
2000, by and between Planet Communications Ltd., a company incorporated under
the laws of the State of Israel with registered offices at 6 Balfour Street, Tel
Aviv, Israel ("Assignor") and Cortext Ltd., a company incorporated under the
laws of the State of Israel, with registered offices at Hamiktzoa 9, Tel Aviv,
Israel ("Assignee") and Virtual Communities, Inc., a company incorporated under
the laws of Delaware, USA with offices at 589 8th Avenue, New York, NY ("VCI").

     WHEREAS, Assignee and Assignor entered into a Partnership Agreement (the
"Partnership Agreement"), dated November 2, 1997, with respect to the "Magazine
Software" (as defined below); and

     WHEREAS, Assignee has been the active party in the development, marketing,
sale, licensing and support of the Magazine Software; and

     WHEREAS, Assignee has "Rights" (as defined below) in and to the Magazine
Software pursuant to the Partnership Agreement; and

     WHEREAS, Assignee desires to acquire all Rights of Assignor in and to the
Magazine Software, and Assignor is willing to assign all such Rights, as
provided herein; and

     WHEREAS, VCI intends to purchase shares of Assignee, according to the terms
and conditions set forth in the Share Purchase Agreement by and between Assignee
and VCI (the "SPA") entered into simultaneously herewith ("VCI's Investment");
and

     WHEREAS, according to the SPA, VCI's Investment is conditioned on Assignor
assigning all "Rights" in the Magazine Software to Assignee; and

     WHEREAS, in connection with the SPA, Assignee is entitled to certain
payments from VCI, in accordance with the SPA;

     THEREFORE, it is hereby agreed by the parties as follows:

     Effectiveas of the date when VCI (on behalf of Assignee) shall pay to
Assignor the payments set forth in sections 9.1 and 9.2 herein (the "Relevant
Date") and subject to such payments,, Assignor hereby irrevocably assigns to
Assignee, and Assignee accepts, free from any encumbrances or other third party
rights, all of Assignor's rights, title and interest in and to a certain
magazine web publishing tool kit software (the "Magazine Software"), and any
related technology or work of any kind related to the Magazine Software
(including without limitation, interfaces and manuals) owned or developed by
Assignor, alone or together with the Assignee, including, inter alia, all rights
pursuant to, or in connection with, the Partnership Agreement and the Software
License Agreement among the parties hereto, dated July 18, 1999 (the "VCI
License"), and the Work Order among Internet Dapei Zahav; Assignee and Assignor
dated August 13, 1998, including all rights to any work developed pursuant to,
or in connection with such agreements and which relate to the Magazine Software,
all subject to Assignor's right to sell up to 10 licences of the Magazine
Software in form and substance as set forth in Exhibit A attached hereto only to
Domain End Users (all of the above, collectively, the "Rights").

     The "Rights" shall include without limitation, any and all industrial and
intellectual property rights relating to the Magazine Software and to any other
related technology or work of any kind owned or developed by Assignor, and which
relate to the Magazine Software, including without limitation, if any, patents,
patent applications, patent rights, trademarks, trademark applications, trade
names, service marks,
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     service mark applications, copyrights, moral rights, computer programs,
     content and other computer software, source code, object code, technology,
     know-how, trade secrets, proprietary processes and formulae information,
     data, technology, know-how, inventions, discoveries, designs, models,
     technical reports, diagrams, software and hardware, ideas, and trade and
     business plans .
The assignment of Rights to Assignee includes, but is not limited to all of
     the Rights of Assignor (in partnership with Assignee) as follows:
     A.   The right to become the sole registered owner of any Rights, whether
          or not currently registered.

     B.   The right to become the sole registered owner of any not yet
          registered or non-crystallized (as the case may be) Rights.

     C.   All rights and powers arising or accrued from the Rights, including
          the right to sue for damages and other remedies in respect of any
          infringement of the Rights, or in respect of other acts within the
          scope of the claims of any published specification of any patent or
          accompanying any application therefor or accompanying any applications
          prior to the date hereof.

     D.   The right to apply for, prosecute and obtain patents, trade names,
          intellectual property or similar protection throughout the world in
          respect to any right accrued, derived or based on the Rights,
          including the right to claim patent priority or other legal priority.

2.   If any right assigned to Assignee hereunder is not capable of assignment,
     then to the extent required to vest such right in Assignee, Assignor hereby
     waives and relinquishes such right in favor of Assignee and/or grants to
     Assignee a perpetual, exclusive, royalty free, worldwide license to exploit
     and use such right, including a license to assign, transfer and sub-license
     such right, in any manner that Assignee deems fit, and further hereby
     consents to any exercise whatsoever of such right by Assignee. Assignor
     shall promptly cooperate with Assignee, sign all documents and otherwise
     take all steps, at the request and expense of the Assignee, necessary to
     vest in the Assignee the rights assigned to the Assignee under this
     Agreement.

3.   Assignor declares and warrants that to the best of its knowledge it does
     not possess any software designs, lines of code or and any other tangible
     property or physical objects which relate to the Rights (and shall promptly
     deliver any of the foregoing if discovered). Assignor shall maintain the
     confidentiality of all information relating to the Rights and shall ensure
     that all persons which it has afforded access to such information shall not
     use or disclose such information.

4.   The Partnership Agreement is hereby terminated as of the Relevant Date.
     Each of Cortext and Planet irrevocably releases the other as of the
     Relevant Date from all claims and obligations arising out of the
     Partnership Agreement.

5.   The Assignor represents and warrants that, (a) it has not granted rights in
     the Rights to any third parties in any manner whatsoever; (b) Assignee,
     entirely through the efforts of its employees, has been the active party in
     the development, marketing, sale, licensing and support of the Magazine
     Software and Assignor was only a passive investor (supplying funds,
     equipment and premises) with respect to the development, licensing and
     support of the Magazine Software; and (c) to the best of its knowledge, (1)
     the Rights being assigned are free and clear of all liens, claims,
     encumbrances, rights, or equities whatsoever of any third party other than
     the Assignee and VCI; (2) the Rights being assigned have not been forfeited
     to the public domain and have been maintained in confidence; (3) no person
     has the right to assert any claim regarding the use of, or challenging or
     questioning the Assignor's right or title in, any of the Rights; and (4)
     there are no claims by or against the Assignor relating to the Rights and
     no ground exists that may give rise to such a claim. To eliminate any
     doubt, Assignor shall have no liability, in any way whatsoever, if any of
     its representations and warranties shall be found to be incorrect if they
     were effected by the acts of the Assignee or by any act in which Assignee
     was an active party with respect to the Magazine Software.

6.   Assignor represents and warrants to the best of its knowledge, information
     and belief, that (a) the Magazine Software does not infringe any patent,
     copyright, or trade secret of, or the intellectual
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     property or other rights of, any third party; and (b) upon the effective
     date of this Agreement, Assignee will own all of the intellectual property
     or other rights relating to the Magazine Software subject to Assignor's
     right as set forth in section 1.
In consideration of Assignor's obligations and representations herein,
     Assignee hereby authorizes and instructs VCI, on behalf of Assignee and VCI
     hereby irrevocably agrres to pay on behalf of Assignee the following
     amounts to Assignor
     A.   Within three (3) business days after the execution of this Agreement,
          pay to Assignor an amount of $35,000 plus V.A.T (against Assignor's
          duly issued invoice to Assignee) and the V.A.T due on the advanced sum
          of $30,000 already paid (against Assignor's duly issued invoice to
          Assignee in the amount of $30,000 plus V.A.T.) by wire transfer to
          Assignor account number 322100/46 in Bank Leumi Branch Ahad Haam, Tel
          Aviv (No. 811) (the "$35,000 Payment").

     B.   Within ten (10) days after the execution of this Agreement, pay to
          Assignor an amount of $285,000 plus V.A.T (against Assignor's duly
          issued invoice to Assignee) by wire transfer to the account specified
          in section 9.1 above (the "Second Installment").

     C.   Pay to Assignor an additional aggregate amount of $75,000 plus V.A.T
          (against Assignor's duly issued invoice to Assignee) by wire transfer
          to the account specified in section 9.1 above in three (3)
          installments ($25,000 plus V.A.T [against Assignor's duly issued
          invoice to Assignee] each), on April 15, 2000, June 15, 2000 and
          August 15, 2000.

     D.   In any manner whatsoever, unless this Agreement shall be cancelled,
          all sums as mentioned in sections 9.1 - 9.3 shall be paid to Assignor
          as detailed above. In particular, VCI, on behalf of Assignee shall
          have no right to delay or postpone any of such payments and none of
          such payments shall be paid in any other method (including, but not
          limited to a claim or plea of set-off) than the method detailed above.

     E.   In the event that any of the sums mentioned in sections 9.1 - 9.3
          above or any portion thereof, shall not have been paid on the dates
          set forth in such section 9.1 - 9.3, then without derogating from any
          of Assignor's rights in such event, such sum(s) shall bear interest at
          the rate of one percent (1%) per month (on a daily basis) plus V.A.T ,
          which shall be added to such sum and paid by VCI, on behalf of
          Assignee to Assignor.

     F.   In the event that VCI, on behalf of Assignee fails to meet any of its
          obligations under sections 9.1 through 9.5 herein, or any portion
          thereof, such breach shall be deemed to be a fundamental breach of
          this Agreement. In such event, and without derogating from any of
          Assignor's rights in the event of such breach, including, but not
          limited to, the enforcement of this Agreement, VCI, on behalf of
          Assignee, shall pay Assignoras agreed compensation, and without the
          need of proof of damages, the sum of $35,000. Without derogating from
          Assignor's rights, if in such event, Assignor shall choose its right
          to cancel this Agreement after the payment of $35,000 pursuant to
          section 9.1 above is paid, than, in such event, Assignor shall be
          entitled to retain, this sum. Assignor acknowledges the prior receipt
          of $30,000 as an advance payment hereunder. In the event of a
          cancellation of this Agreement, Assignor shall not have to return this
          advance payment of $30,000 and such sum shall be applied toward VCI's
          purchase of additional licenses for Magazine Software pursuant to the
          VCI License.

     G.   To clear all doubts. No matter that VCI's payments and/or obligations,
          mentioned in sec 9.1 - 9.6 are on behalf of Assignee, Assignor's
          rights to these payments and/or to such rights shall be directly
          toward VCI (as well as, jointly and severally toward Assignee) and
          nothing in connection with the relationship between VCI and Assignee
          and/or the SPA, in any manner whatsoever, shall have any effect nor
          shall derogate from VCI direct liabilities toward Assignor.
          Nevertheles but without derogating from Assignor's rights, as
          mentioned above, all such payments, when paid by VCI, shall be on
          behalf of Assignee, shall be considered as paid by
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          Assignee and consiquently, Assignor shall issue the duly invoices for
          such payment to Assignee.

7.   Each Party represents that the execution, delivery, and performance by such
     Party of this Agreement and all transactions contemplated hereby have been
     duly and validly authorized by all necessary actions on the part of such
     Party and that neither the execution of this Agreement nor the performance
     hereunder by such Party is in violation of such Party's obligations,
     contractual or otherwise, to any government, agency or any other party or
     parties.

8.   This Agreement merges and supersedes all prior and contemporaneous
     agreements, assurances, representations, and communications between the
     parties hereto regarding the subject matter hereof.

9.   This Agreement shall be governed by and construed under the laws of the
     State of Israel. Sole jurisdiction is given to the court in Tel Aviv,
     Israel.

10.  Any notice required or permitted under this Agreement shall be given in
     writing and shall be deemed effectively given upon personal delivery to the
     party to be notified or upon deposit with the Israeli Post Office, by
     registered or certified mail, postage prepaid and addressed to the party to
     be notified at the address indicated for such party below, or at such other
     address as such party may designate by ten (10) day's advance written
     notice to the other parties.

     If to Assignor:             Planet Communications Ltd.
                                 57 Igal Allon Street, Tel Aviv Israel
                                 Attn: Shimon Ohaion
                                 Fax: 972 3 636 6463

     With a copy (which shall not constitute notice) to:

                                 Ami Sadan & Co. - Law Offices
                                 315 Haryarkon St. Tel Aviv, Israel
                                 Attn:Ami Sadan, Adv.
                                 Fax 972 3 602 2503

     If to Assignee:             Cortext Ltd.
                                 Hamikztoa 9
                                 Tel Aviv, Israel
                                 Attn: Noam Ilan
                                 Fax: 972 3

     If to VCI:                  Virtual Communities Israel Ltd.
                                 Jerusalem Technology Park, Malcha
                                 Jerusalem, Israel
                                 Attn: David Kahn
                                 Fax: 972 2 568 9171

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed.


Cortext Ltd.                                          Planet Communications Ltd.

By: /s/ Noam Ilan                                     By: /s/ Shimon Ohaoin
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Virtual Communities, Inc.

By: /s/ Avi Moskowitz
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