AGREEMENT

                DRAWN UP AND SIGNED IN TEL AVIV ON MAY 20TH, 2004

BETWEEN:   Technoprises Ltd.
           Company number 520036708
           Of 12 Raoul Wallenberg St., Ramat Hachayal, Tel Aviv
           (hereinafter:  "Technoprises")

                                                                        Party A.

AND:       Bank Hapoalim Ltd., P.C. 520000118
           Of 41-45 Rothschild Blvd., Tel Aviv
           (hereinafter:  "Bank Hapoalim" or "the Bank")

                                                                        Party B.


WHEREAS:          Coresma  Ltd.  (previously  Netgame  Ltd.),  P.C.  51-196341-5
                  (hereinafter:  "the  Company")  owes Bank Hapoalim  moneys for
                  various  credit amounts  advanced to it by Bank  Hapoalim,  as
                  specified  in the body of this  Agreement  (hereinafter:  "the
                  Company's debts to the Bank");

AND WHEREAS:      To  secure  all  the  Company's  debts  to the  Bank,  with no
                  restriction of amounts, the Company signed and issued in favor
                  of Bank  Hapoalim a debenture  dated  26.2.1998,  according to
                  which  the  Company  created  in favor  of the Bank a  general
                  current  lien on all  its  property  and  assets  of any  kind
                  whatsoever,  as well as a fixed lien on its share  capital and
                  goodwill,  all as specified in the debenture  attached to this
                  Agreement,  as Appendix A, and forming an integral  part of it
                  (hereinafter: "the Debenture");

AND WHEREAS:      The Debenture was  registered  with the Registrar of Companies
                  on 9.3.1998 as Lien No. 2;

AND WHEREAS:      The Parties have agreed between  themselves that  Technoprises
                  will   receive  from  Bank   Hapoalim,   as  an  absolute  and
                  irrevocable  assignment,  all its rights  with  respect to the
                  Company for a debt of NIS  18,000,000  (eighteen  million NIS)
                  out of the  Company's  debts  to the  Bank,  and  also all its
                  rights with respect to the Company by virtue of and  according
                  to the Debenture,  so that Technoprises will take the place of
                  Bank  Hapoalim,  receive  all the rights of Bank  Hapoalim  by
                  virtue of the Debenture,  and be registered with the Registrar
                  of  Companies  as the  owner of the debt  according  to and by
                  virtue of the Debenture;

AND WHEREAS:      The  Bank  has  accepted  the  request  of  Technoprises,   on
                  condition  that  Technoprises  pays to the  Bank  the  amounts
                  specified in the body of this  Agreement,  and issues in favor
                  of the  Bank  the  securities  specified  in the  body of this
                  Agreement;

AND WHEREAS:      The Parties wish to formalize in writing what has been agreed,
                  as stated above,  and the terms and  provisions,  specified in
                  the body of this Agreement;



     Signature ( - )                                    Signature ( - )

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                                       2


              THEREFORE THE PARTIES AGREE AND STIPULATE AS FOLLOWS:

1.    The preamble to this Agreement and its  attachments  form an integral part
      of it.

2.    Bank Hapoalim hereby declares that:

      (a)   The sum of the Company's  debts and  obligations  to the Bank, as of
            20.5.2004,  is NIS  20,312,  147.26  (not  including  interest  from
            1.4.04).


            To substantiate the debt, the Bank's confirmation of the balances of
            the  Company's  debts to Bank Hapoalim on the above date is attached
            and marked "B".

      (b)   To the best of Bank Hapoalim's knowledge,  the Debenture was legally
            registered.  In addition,  to the best of the Bank's knowledge,  the
            Debenture and the lien registered by virtue of it were not cancelled
            and/or changed up to the date of executing this Agreement, and it is
            the only security held by the Bank to secure the Company's debts.

      (c)   To the best of Bank  Hapoalim's  knowledge,  under  the terms of the
            Debenture there is nothing,  nor is there any restriction  under any
            law and/or  agreement,  to prevent it from  assigning  the rights by
            virtue of it in favor of Technoprises.

3.    (a)   On executing  this  Agreement,  Bank  Hapoalim will make an absolute
            assignment  of all its rights with regard to the Company for a total
            of NIS  18,000,000  out of the Company's  debts to the Bank, and the
            Bank will also  assign to  Technoprises  all its rights by virtue of
            and according to the Debenture.


      (b)   The assignment to  Technoprises of the Bank's rights with respect to
            the Company for the  Company's  debts to Bank Hapoalim in the amount
            of NIS  18,000,000,  will be done by means of its  signature on this
            Agreement, and its signature on the assignment document, attached to
            this Agreement and marked "C".

      (c)   The  transfer of the  Debenture  will be done by means of the Bank's
            signature on an amendment to the  Debenture in the form  attached to
            this Agreement and marked "D".

      (d)   The  Bank  hereby  gives  its  consent  and  undertakes  to sign any
            document  and  deliver  any  document  as may be  required  to  give
            validity to the  assignment of rights as specified in this Agreement
            heretofore.

      (e)   The Bank undertakes not to object to any steps taken by Technoprises
            by virtue of the Debenture.

4.    In return for fulfilling  all the  obligations of Bank Hapoalim under this
      Agreement,  and in return for  receiving  the Bank's rights with regard to
      the Company by virtue of its debts to the Bank,  as stated  above,  and by
      virtue of and  according  to the  Debenture  created by the Company in its
      favor as stated above, Technoprises hereby undertakes to pay Bank Hapoalim
      the  following  compensation,  in the  manner  and on the dates  specified
      below:

      (a)   Technoprises will pay Bank Hapoalim an amount in cash in New Shekels
            equal to $100,000  (one hundred  thousand US dollars) in 4 equal and
            consecutive  monthly  payments of $25,000  (twenty five  thousand US
            dollars) each, starting on 20.11.2004.  Each and every payment under
            this  sub-section (a) will be paid in New Shekels,  according to the
            representative  rate set by the Bank of  Israel  on the day prior to
            the actual date of payment.


<PAGE>
                                       3


      (b)   In addition,  Technoprises will allocate to Bank Hapoalim, by and no
            later than the end of 40 days of  trading  on NASDAQ,  to be counted
            from the date of executing this Agreement, shares in Technoprises to
            the value of  $1,300,000  (one  million  three  hundred  thousand US
            dollars), according to the average market value of the shares in the
            30 (thirty) days following execution of this Agreement.


            In addition,  Technoprises  undertakes  to submit to the  Securities
            Exchange Commission in the USA (the SEC) a Registration Statement to
            cover  the  shares  allocated  to Bank  Hapoalim  according  to this
            section,  to enable Bank Hapoalim to sell these shares in the public
            market without  restriction,  and this within 120 days from the date
            of executing  this  Agreement,  and to ensure that the US Securities
            Exchange   Commission  (the  SEC)  declares  that  the  Registration
            Statement  is  confirmed   and   effective  and  that  there  is  no
            restriction on the tradability of the above shares,  and this by and
            no later than the end of 90 days from the date of  submission of the
            Registration Statement to the SEC, as stated above.

      (c)   In  addition,  by and no later than the end of 40 days of trading on
            NASDAQ,  to be counted from the date of execution of this Agreement,
            Technoprises  will grant Bank Hapoalim options to purchase shares in
            Technoprises to the overall value of $500,000 (five hundred thousand
            US  dollars),  under the terms  specified  in the  options  document
            attached  to this  Agreement  as Appendix E, and forming an integral
            part of it.

      (d)   From the date of executing  this  Agreement to the date of expiry of
            the options  forming the subject of section 4(c) above  according to
            Appendix  E,  Technoprises  hereby  undertakes  to  deliver  to Bank
            Hapoalim a copy of every report  and/or  statement  and/or notice of
            any kind whatsoever  that  Technoprises is required to submit to the
            SEC in the USA  according  to the law and/or  custom in force there,
            this at the  same  time  as  submitting  them  to the US  Securities
            Exchange Commission.

5.    Technoprises  declares and confirms  that it has  thoroughly  examined the
      Debenture,  including its validity,  legal status,  nature,  terms and the
      rights that it grants, including the existence,  location and condition of
      the assets pledged under the Debenture,  and also that it has examined its
      validity  and the legal  costs now and in the  future  for  assigning  the
      Debenture to  Technoprises  according to this  Agreement,  and that it has
      found all these  suitable for its needs and to its full  satisfaction.  In
      addition,  Technoprises  hereby  declares  and confirms  that,  subject to
      fulfillment  of all the  obligations  of Bank  Hapoalim  according to this
      Agreement, it neither has nor will have any argument,  demand and/or claim
      of any kind  whatsoever  against  Bank  Hapoalim in all matters  regarding
      and/or  relating to the Debenture  (including  the assets pledged under it
      including  their  existence  and  condition)  and to the  rights  that the
      Debenture grants and to the legal validity  attaching now or in the future
      to its assignment under this Agreement.  In addition,  Technoprises  shall
      have no claim and/or argument and/or demand of any kind whatsoever against
      Bank Hapoalim in any matter  regarding  and/or  connected to the Company's
      debts to the Bank.

<PAGE>
                                       4


6.    Subject  to  fulfillment  of  all  Technoprises'  obligations  under  this
      Agreement,  heretofore  and  hereinafter,  Bank Hapoalim  confirms that it
      neither  has nor will have any claims  against  Technoprises  for  actions
      carried out by Technoprises in relation to the Company.

7.    It is hereby clarified, to remove all doubt, that all actions required for
      the  purpose  of  validating  the  assignment  of rights as stated in this
      Agreement  heretofore,  will  all be done  by  Technoprises,  at its  sole
      responsibility  and at its expense  only,  and it will bear all the costs,
      including  any  fees  that may  apply  for  assignment  of the  rights  as
      specified in this  Agreement  heretofore,  and for the  allocation  of any
      shares and/or  options  forming the subject of this Agreement and also for
      any  action  whose  performance  is  imposed  on  Technoprises  under this
      Agreement.

8.    A breach  of any of the terms of this  Agreement  will  grant the  injured
      Party the right to claim all reliefs determined for this matter in the Law
      of Contracts (Remedies for Breach of Contract), 5731-1970.

9.    Any change or addition to this Agreement  and/or its  attachments  will be
      valid  only  if  done  in  writing  and  executed  by the  Parties  to the
      Agreement.

10.   This Agreement with its attachments cancels any previous agreements and/or
      representations and/or undertakings and/or understandings made between the
      Parties  concerning the matters dealt with in it,  whether  verbally or in
      writing,   and  it   replaces   all  such   agreements,   representations,
      undertakings and understandings

11.   Each Party will pay its own legal fees.

12.   The  addresses  of the Parties for the purposes of this  Agreement  are as
      specified in its heading,  and any notice sent by  registered  mail by one
      Party to the other  according to the above address or to any other address
      notified in writing to the other Party, will be deemed to have reached its
      destination  at the  end of 48  hours  from  the  time  of  being  sent by
      registered mail or at the time of delivery if delivered by hand.




              IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS:


                 ( - )                                      ( - )
----------------------------------------   -------------------------------------
           Technoprises Ltd.                         Bank Hapoalim Ltd.


I the undersigned  Advocate  Tsafrir  Ostshinsky,  legal counsel of Technoprises
Ltd. (hereinafter,  "the Company"), hereby confirm that the above signatories in
the name of the Company have been  authorized  by it,  according to the attached
protocol, by the qualified organs in the Company, to sign the above Agreement in
its  name,  including  all the  declarations  and  undertakings  assumed  in its
framework and that their signature is binding on the Company for all intents and
purposes.


                                                           ( - )
                                           -------------------------------------
                                                Adv. Tsafrir Ostshinsky

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                                       5


I the undersigned Advocate Michal  Goren-Miller,  legal counsel of Bank Hapoalim
Ltd. (hereinafter,  "Bank Hapoalim"),  hereby confirm that the above signatories
in the name of Bank  Hapoalim  have been  legally  authorized  by the  qualified
organs in the Bank, to sign the above  Agreement in its name,  including all the
declarations and undertakings  assumed in its framework and that their signature
is binding on it for all intents and purposes.



                                                   Michal Goren-Miller
                                                    License No. 1727/8
                                           -------------------------------------
                                                 Adv. Michal Goren-Miller