TRANSFER AND ASSIGNMENT AGREEMENT


This ASSIGNMENT  AGREEMENT is made as of April 1, 2000 (the  "Effective  Date"),
between Hidenet Secure  Architectures Ltd.  ("Assignor") and Network Privacy.Com
Inc. ("Assignee").

Whereas        Assignor is the owner of certain intellectual property,  relating
               to data encryption and filtering,  including  without  limitation
               the intellectual  property specified in Exhibit A attached hereto
               (the "Intellectual Property").

Whereas        Assignor is the owner of certain equipment specified in Exhibit B
               attached hereto (the "Assets").

Whereas        Assignor desires to assign such Intellectual  Property rights and
               transfer such  Equipment to Assignee and Assignee  desires to buy
               such   Intellectual   Property  rights  and  Equipment,   all  in
               accordance with the terms and conditions of this Agreement, and

NOW, THEREFORE the parties hereby agree as follows:

1.      Assignment of Rights, Transfer of Equipment.
        -------------------------------------------
                  Effective as of the date of this  Agreement,  Assignor  hereby
                  assigns all of Assignor's right,  title and interest in and to
                  both the tangible and the intangible property constituting the
                  Intellectual  Property,   and  transfers  the  Equipment,   in
                  consideration for the payment under section 3 below.

2.      Assistance.
        ----------
                  Assignor  shall  assist the  Assignee in every proper way upon
                  request to obtain for its benefit patents,  copyrights,  trade
                  names, trademarks, service names and service marks for any and
                  all the Intellectual Property (the "IP Rights"). The IP Rights
                  and any registration and applications therefore are to be, and
                  remain,  the  exclusive  property  of the  Assignee.  Assignor
                  agrees that,  it will,  whenever so requested by the Assignee,
                  make,  execute and deliver to the Assignee without charge, any
                  and all  applications,  assignments and all other  instruments
                  which the  Assignee  shall deem  necessary or  appropriate  in
                  order to apply  for and  obtain  such IP Rights or in order to
                  assign  and  convey  to the  Assignee  the sole and  exclusive
                  right, title and interest therein and thereto.

3.      Consideration.
        -------------
                  In  consideration  for the  assignment  of the IP  Rights  and
                  transfer of Equipment, the Assignee shall pay the assignor, an
                  amount  equal  to US  $325,000.  The  Assignee  shall  pay the
                  aforementioned consideration and interest immediately upon the
                  completion  of a  private  placement  investment  or within 24
                  months  from the  Effective  Date,  which  ever  comes  first,
                  provided, however, that such payments shall be due immediately
                  in the event  that  Assignee  transfers,  assigns  or sell its
                  rights in the IP within the 24-month period.

4.      Royalties.
        ---------
4.1                      In addition to the Consideration specified in Section 3
                         above,   the   Assignee   shall  pay  the  Assignor  in
                         consideration  of the  assignment  of  the  IP  Rights,
                         royalties equal to 1.0% of the sales proceeds  actually
                         received  by the  Assignee  within  2  years  from  the
                         Effective Date.
4.2                      The Royalties shall be paid quarterly within 45 days of
                         the end of the applicable quarter with respect to sales
                         proceeds  actually obtained during the preceding fiscal
                         quarter.

5.      Miscellaneous.
        -------------

5.1              Entire  Agreement.   This  Agreement   constitutes  the  entire
                 ----------------
                      understanding  of the parties  with respect to the subject
                      matter  hereof and  supersedes  all prior written and oral
                      understandings.  This  Agreement  may not be  modified  or
                      amended  except  by a  written  agreement  signed  by  the
                      parties hereto.

5.2              Governing Law.  This Agreement shall be governed by the laws of
                 -------------
                      the  State  of  Israel,   without  giving  effect  to  its
                      principles on conflict of law.

5.3              Assignment.  This Agreement may not be assigned by either party
                 ----------
                      without the prior written consent of the other party.


IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first above written.

---------------------------                 ---------------------------
Hidenet Secure Architectures, Ltd.          NetworkPrivacy.Com, Inc.

By:    /s/ Ron Fussman                      By:    /s/ Robert Friedman
    -----------------------------               -----------------------------

Name:  Ron Fussman                          Name:  Robert Friedman
    -----------------------------               -----------------------------

Title: President                            Title: Chief Executive Officer
    -----------------------------               -----------------------------



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                                          Exhibit A

Intellectual  Property,  transferred  on an  agreement  between  Assignor  Royce
Investment Group, Uriel Ginzburg,  Jonathan Levin and John Federman,  dated June
11, 1999, attached hereto as Schedule 1.

U.S.  Patent  Application  No.  09/438.973  titled  "Method  and System for Data
Encryption and Filtering" filed on October 21, 1999.


<PAGE>



                                          Exhibit B

All office equipment  including but not limited to: Computers,  Telephones,  Fax
and copy machines, all furniture, etc.