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                                                                  Exhibit 10(41)
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                             ASSIGNMENT AGREEMENT

    THIS AGREEMENT (the "Agreement") is made as of the 7th 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 8/th/ 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:

1.   Effective as of the date when VCI, on behalf of Assignee, shall pay to
     Planet 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

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     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").

2.   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, 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.

3.   The assignment of Rights to Assignee includes, but is not limited to all of
     the Rights of Assignor (in partnership with Assignee) as follows:

3.1. The right to become the sole registered owner of any Rights, whether or not
     currently registered.

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

3.3. 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.

3.4. 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.

4.   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.

5.   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.

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6.   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.

7.   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.

8.   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 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.

9.   In consideration of Assignor's obligations and representations herein,
     Assignee hereby authorizes and instructs VCI, on behalf of Assignee, and
     VCI hereby irrevocably accepts, agrees and obliges toward Assignor, to
     effect the following:

9.1. Within three (3) business days after the execution of this Agreement, pay
     to Assignor an amount of $35,000 plus V.A.T (against Planet'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").

9.2. 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").

9.3. 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.

9.4. 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, Assignee or VCI shall have no right to delay
     or postpone any of such payments and none of such payments shall

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     be paid any other method (including, but not limited to a claim or plea of
     set-off) than the method detailed above. To eliminate any doubt, the
     foregoing shall not derogate from Assignor's liability for its
     representations and warranties contained herein.

9.5. 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 to Assignor.

9.6. In the event that VCI 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 shall
     pay Assignor as agreed compensation, and without the need of proof of
     damages, the sum of $35,000. Without derogating from Assignor's rights, if
     in the event of a fundamental breach Assignor elects to cancel this
     Agreement after the sum of $35,000 pursuant to section 9.1 above has been
     paid by VCI (on behalf of Assignee) then, 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.

9.7. To eliminate any doubt, regardless of the fact that VCI's payments and/or
     obligations, set forth in sections 9.1 - 9.6 are made 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 obligations toward Assignor. Nevertheless, but without
     derogating from Assignor's rights, as mentioned above, all such payments,
     when paid by VCI, on behalf of Assignee, shall be considered as paid by
     Assignee and consequently, Assignor shall issue the invoices for such
     payments to Assignee.

10.  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.

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

12.  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.

13.  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

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     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: _____________________                           By: _____________________

Virtual Communities, Inc.

By: _____________________

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