EXHIBIT
        4.23

      


      [TRANSLATED
        FROM THE ORIGINAL IN HEBREW]

      Courts

       

      

        
          	
                  District
                    Court of Tel-Aviv Jaffa

                	
                  Bnk
                    001424/056

                
	 	
                  In
                    MCC 9248/05

                


        

      

       

      
        
          	
                  Before
                    :

                	
                  The
                    Honorable Judge Varda Alshech

                
	 	 
	
                  Petitioners:

                	
                  1.
                    Bushido Capital Master Fund LP

                
	 	
                  2.
                    Bridges & Pipes LLC

                
	 	
                  3.
                    DCOFI Master LDC

                
	 	
                  By
                    their representatives Attorney Ziv Imberg and
                    others

                
	 	 
	
                  -
                    - versus - - 

                	 
	 	 
	
                  Respondent:

                	
                  Technoprises
                    Ltd

                
	 	
                  By
                    its representatives Attorney Zafrir Ostishinsky and
                    others

                


        

      

      


      Decision

       

      The
        matter before us is a petition for exercise of lien and appointment of receiver
        for Technoprises Ltd (hereinafter, "the Company"). 

      


      	1.  	
              The
                petition for appointment of a permanent receiver was accompanied
                by a
                petition for appointment of a temporary receiver for the Company
                within
                MCC 9248/05, in my decision dated April 17, 2005. That decision stated
                that I was not convinced of the justification of an ex
                parte
                appointment of a receiver, and the petition was handed over for the
                Company's response, and the Petitioners' answers. Since the Petitioners'
                answer was filed on May 30, 2005, I decided, on May 31, 2005, to
                consolidate the hearing of the petition for appointment of temporary
                receiver with the primary petition, in view of the upcoming date
                of
                hearing. 

            


      


      The
        Petitioners are capital funds engaged in financial investments, and their
        place
        of residence is the US. From time to time, the Petitioners granted loans
        to the
        Company, to finance its ongoing operations. 

      


      The
        Respondent is a public holding company listed for trade in the US, and owns
        holdings in subsidiaries and/or affiliates who have various operations in
        the
        fields of media, communications and computers. 

      


      	2.  	
              According
                to the Petitioners' claims, on August 24, 2005, the Company registered
                a
                first degree floating lien unlimited in amount, in their favor, over
                all
                Company assets, property and rights, and further registered a lien
                on all
                the rights currently held and/or held in the future by the Company.
                This
                lien was created against loans received by the Company; On July 23,
                2004,
                the Petitioners loaned the sum of USD 700,000 to the Company. The
                loan
                agreements conferred on the Petitioners the exclusive right to convert
                the
                loans into Company shares. The Petitioners assert that the Company
                undertook to repay the loan no later than June 30, 2005. Furthermore,
                during the course of 2004, the Petitioners loaned the Company a total
                amount of USD 150,000. 

            


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      In
        total,
        the Petitioners loaned the Respondent principal in the amount of USD 850,000.
        

      


      	3.  	
              The
                Petitioners claim that the Company's state of business recently has
                experienced a downturn. Furthermore, according to their claims, the
                Company caused material breaches of the loan agreements, as defined
                in the
                term "material breach" in paragraph 7 of the loan agreement. Therefore,
                in
                view of paragraph 5 of the debenture, the Petitioners are entitled,
                provided that the Company causes a material breach as defined in
                paragraph
                7, demand immediate repayment of the debt balance and/or a part thereof,
                and they are therefore entitled to retain all means as they deem
                fit to
                exercise the debenture. The Petitioners claim that the balance of
                the debt
                in their favor, on the date of filing of the Petition, is an amount
                exceeding USD 1,035,000, the amount including a principal of USD
                850,000,
                and interest of USD 135,000. 

            


      


      	4.  	
              The
                Company claims, on the other hand, that the Petitioners' Petition
                was
                filed with lack of good faith, through abuse of court proceedings,
                in a
                disgraceful attempt to burden the Company, as well as an attempt
                to
                capture control of the Company by way of hostile takeover. The filing
                of
                the Petition caused great harm to the Company's reputation and adversely
                affected the value of the Company's traded shares.
                

            


      


      	5.  	
              The
                Respondent asserts, in the Statement of Opposition filed on May 15,
                2005,
                that it intends to comply with its undertaking to satisfy the debt
                by the
                last date for its repayment, that is, June 30, 2005. According to
                the
                Respondent, [the debt] concerns only a debenture of a fixed amount
                for one
                year, and the Petitioners' insistence on the redemption of the debenture
                in its tenth month testifies to a lack of good faith in filing the
                Petition. Furthermore, the Company claims that its business is being
                conducted in an ordinary manner, and the Petitioners' claims regarding
                a
                downturn in its situation have no substance. Moreover, the amount
                of the
                debt [owed] to the Petitioners is not as claimed, and the major part
                thereof is payable in shares, both according to the terms of the
                agreement, and according to the agreement between the parties in
                their
                meeting in New York in March 2005. Furthermore, the Company denied
                the
                Petitioners' claims of a material breach of the loan agreement on
                the
                Company's part. 

            


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      	6.  	
              The
                Respondent added that it is able and willing to meet all its obligations,
                to the extent that such exist pursuant to a duly signed agreement.
                The
                Company further claimed that it has set-off rights against the damages
                incurred as a result of the petitions, and to the extent that duly
                signed
                agreements exist, the issue at bar is a disputed debt on the basis
                of
                which the debenture cannot be exercised. 

            


      


      	7.  	
              On
                July 6, 2005, a hearing was held on the petition for receivership.
                On July
                5, 2005, an urgent petition on behalf of the Petitioners was filed
                to add
                an updated affidavit regarding the Company's debt balance. As aforesaid,
                the last date for repayment of the debt pursuant to the loan agreement,
                that is, June 30, 2005, elapsed and the debt was not repaid. On the
                other
                hand, the Company asserted that this constituted broadening of the
                argument, and should not be discussed within the petition for appointment
                of permanent receiver. This was not the end of the series of procedural
                claims asserted by the Respondent. 

            


      


      Following
        are several of these claims that were also asserted by the Respondent in
        its
        summaries. 

      


      	a.  	
              The
                claim that the witness on behalf of the Petitioners, Mr. David Fuchs,
                the
                manager of one of the funds, failed to file a Power of Attorney for
                Petitioners' counsel with the Court. 

            


      


      	b.  	
              The
                Power of Attorney to Mr. Fuchs issued by the petitioning funds and
                attached to the Urgent Petition dated July 5, 2005, are for June
                6, 2005,
                while the date of hearing was July 6, 2005. Furthermore, the Power
                of
                Attorney was not verified by a diplomatic or consular representative
                as
                required by article 30 of the Evidence Ordinance, and should not
                be
                accepted into evidence. 

            


      


      	c.  	
              Mr.
                Fuchs failed to attach a document attesting to his status as an authorized
                signatory of Petitioner no. 2. 

            


      


      	d.  	
              The
                address of Petitioner no. 2, appearing on the loan documents, differs
                from
                its address as recorded on the Power of Attorney. Furthermore, it
                also
                emerges that the name of Petitioner no. 3 is different, and its new
                identity or signatory rights therein have not been identified.
                

            


      


      	e.  	
              The
                Petitioners' summaries were not filed in one-and-a-half space format,
                and
                should therefore be rejected. 

            


      


      	f.  	
              According
                to the Respondent's claim, Mr. Fuchs' affidavit attached to the main
                petition, was not duly drafted and should be rejected, the reason
                being
                that it was drafted in New York and, contrary to Regulation 1 of
                the Civil
                Procedure Regulations, it was not signed before an Israeli diplomatic
                or
                consular representative, nor was it stamped by a notary public, apostil
                or
                certification pursuant to the Second Amendment, as required by the
                Regulations for Implementing the Hague Convention (Cancellation of
                verification of public foreign documents). Therefore, as the document
                fails to constitute an affidavit, it is deemed as if not filed, the
                facts
                asserted therein are deemed of no value, the petition for receivership
                is
                not supported by evidence and  is
                rendered null and void. On the other hand, the Petitioners claim
                that Mr.
                Fuchs signed his affidavit in New York, in the presence of an Israeli
                attorney, and the geographical location of the signing is irrelevant
                to
                the extent that the affiant is cautioned by a duly authorized party
                regarding the legal ramifications of the signing, and the signature
                is
                verified by the authorized party, an Israeli attorney, as noted in
                paragraph 15 of the Evidence Ordinance. 

            


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      	8.  	
              This
                was not the end of the series of procedural claims, however, they
                are too
                numerous to be noted in the present discussion. I wish to add that
                it
                would have been better for the Respondent had it not asserted the
                majority
                of these claims. For example, the claim that the Petitioners' summaries
                should be rejected as they were not filed in a space-and-a-half format.
                According to Regulation 526 of the Regulations of Civil Procedure,
                the
                failure to comply with the regulations does not disqualify any proceeding,
                and the issue is handed over to the discretion of the court. In view
                of
                this regulation, it is clear that the failure to comply with my decision
                regarding the manner of filing of the summaries, does not disqualify
                their
                acceptance, and this issue is in my discretion. Moreover, the Respondent
                itself failed to comply with my instructions regarding the manner
                of
                filing of the summaries. In my decision, I demanded that the summaries
                be
                filed leaving margins of no less than 2 cms on each side. It is easily
                verified that the Respondent failed to comply with this condition,
                and
                this is an understatement. I am left with the impression that the
                assertion of such a large number of procedural arguments is nothing
                more
                than an attempt on part of the Respondent to delay the inevitable,
                and
                postpone the hearing of the Petition and the decision.
                

            


      


      	9.  	
              Regarding
                the claim regarding the invalidity of Mr. Fuch's affidavit, although,
                in
                the course of the hearing I decided, and such was noted in the record,
                that as part of the general decision I would also decide in the matter
                of
                validity of the affidavit, and if justice lies with the Respondent,
                Mr.
                Fuch's testimony would be disqualified. However, after the
                cross-examination of Mr. Prosper Avitbul, Chairman of the Board of
                Directors and CEO of the Respondent, I discovered that no
                genuine dispute exists between the parties regarding the existence
                of a
                debt to the Petitioners.
                Moreover, Mr. Avitbul admitted that the Company failed to repay the
                principal of the loan in the amount of USD 850,000, and would this
                be
                insufficient, he admitted that the Company
                had paid no interest on the loans on the date loans were
                obtained.
                Consequently, there is no need to discuss the contention of a broadening
                of the argument, in view of the elapsed final date of payment of
                the debt.
                The non-payment of the interest is sufficient to perfect the cause
                underlying the petition for receivership, because non-payment of
                interest
                constitutes a material breach of the loan agreement. Nonetheless,
                according to Mr. Avitbul, the non-payment of interest was performed
                with
                the Petitioners' consent, reached in a meeting conducted in March
                2005, in
                New York. Moreover: to the question posed by the Petitioners' counsel,
                he
                replied that the Company has no written agreement on this matter,
                and the
                agreement was oral. The Respondent claims that, under paragraph 7(j)
                of
                the loan agreement, the lender may agree, without a written instrument,
                to
                refrain from deeming failure to pay interest on its due date as a
                breach.
                On their part, the Petitioners claim that, pursuant to paragraph
                13 of the
                loan agreement, any amendment of the terms of the agreement and/or
                the
                debenture, requires a written instrument to be binding on the parties.
                Moreover, they claim that on March 25, 2005, they notified the Company,
                through Petitioner no. 1, that in view of the failure to effect interest
                payment, contrary to the terms of the agreement, the Petitioner demands
                immediate repayment of the debt balance pursuant to paragraph 5 of
                the
                debenture and paragraph 8 of the loan agreements. Consequently, it
                is
                clear that there is a dispute between the parties in the matter of
                the
                oral consent. To this I will add that I was not convinced, and
                this
                is an understatement,
                by the credibility of Mr. Avitbul's testimony in the matter of the
                said
                alleged consent. His testimony was one-sided and biased, and nonetheless
                he could not avoid admitting to the debt - either principal or interest.
                Moreover, on an important question (Page 10 of the record, line 27),
                his
                memory suddenly failed him. I believe that the Respondent failed
                to prove
                that such consent existed. Would this be insufficient, after the
                hearing
                and up to the date of filing the summaries, when it was clear that
                the
                Petitioners insist on the payment of the interest debt, the Respondent
                did
                not pay any amount against the interest debt.
                All that it did was note in its summaries that it would pay the interest
                debt within 45 days. Again, I believe that this is merely the Respondent's
                desire to postpone the inevitable, and I will not lend my hand to
                that.
                

            


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      	10.  	
              In
                view of all the above, I found no need to discuss any additional
                arguments
                raised as part of this Petition. The
                clear conclusion is, even according to the Respondent's version:
                A debt
                exists, and it does not matter whether the debt is in respect of
                the
                principal or the non-payment of interest.
                Even if I focus exclusively on the matter of the interest payments
                I was
                not convinced that the non-payment of the interest on the due date
                was
                agreed by the parties, in the absence of a written agreement between
                the
                parties,. I believe that the Company is unable to repay the debt.
                Therefore,
                the cause for receivership has been reinforced, and the Petition
                should be
                accepted.
                In parenthesis I note that on July 21, 2005, an Urgent Petition for
                instructions was filed on behalf of the Petitioners, as part of MCC
                16546/05. The Petition noted the resignation of the same Mr. Avitbul,
                the
                Company President, who led the legal battle against the appointment
                of a
                receiver, and who testified in the hearing. According to the Petitioners,
                when the petition for appointment of receiver was filed, Mr. Avitbul
                remained the single officer in the Company, and after his resignation,
                the
                Company is likened to a "ship without a captain." Moreover, according
                to
                the Petitioners, the Company is required to file its financial statements
                for the year 2004 by July 31, 2005, or otherwise its shares will
                be
                delisted, an action with serious negative repercussions on the Company's
                main asset, which is a structure of a publicly traded company. I
                note that
                even before said Urgent Petition had been filed, I believed that
                the
                Petition for receivership should be accepted, and it contained nothing
                to
                justify any deviation from my position to either side. The notice
                of Mr.
                Avitbul's resignation only reinforced my opinion of the need to appoint
                a
                receiver. 

            


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      	11.  	
              In
                its summaries, the Respondent opposed the appointment of Attorney
                Adi
                Braunstein as a receiver on behalf of the Petitioners, in view of
                the
                alleged breach of duty of good faith and fiduciary duty, imposed
                on him as
                an attorney and an officer of the court. I found no substance to
                these
                claims. Clearly, I cannot agree to appointment the Company's legal
                representative for this position, as the Respondent suggested.
                

            


      


      	12.  	
              Therefore,
                in view of the reasons noted above, I find that the petition for
                receivership is accepted. 

            


      


      I
        appoint
        Attorney Adi Braunstein as permanent receiver of the company, Technoprises,
        Ltd.


      


      His
        authority: to enforce the debenture subject to all law and pursuant to the
        terms
        of the debenture. 

      No
        assets
        shall be realized without approval of the Court and after the Company's position
        is heard. 

      


      First
        report of actions [of the receiver] shall be filed within 30
        days
        and,
        every six months thereafter. 

      


      The
        appointment is subject to: 

      


      A.
        Deposit of a personal bond by the appointee in the amount of NIS 50,000.
        

      B.
        Deposit of a guarantee of NIS 50,000 by the Petitioners. 

      


      Furthermore,
        under the circumstances of this matter, the Respondent shall bear the
        Petitioners' costs, in addition to legal fees in the amount of NIS 10,000
        and
        VAT as subscribed by law, linked to the effective date of payment. 

       

      Court
        Clerk will notify the parties that the decision if available from today.
        

      


      Today,
        19
        Tamuz 5765 (26 July, 2005), without the presence of the parties. 

      


      


      __________________

      Varda
        Alshech