SHARE PURCHASE AGREEMENT

      THIS SHARE PURCHASE  AGREEMENT (this "AGREEMENT") made as of the 22 day of
December,  2003, by and among BVR Technologies  Ltd., an Israeli company (public
company  number  511146474)  ("BVRT"),   Technoprises  Apros  &  Chay  Ltd.  (in
foundation)  ("TECHNOPRISES"),  and the founding  Shareholders  of  TECHNOPRISES
listed on Schedule 1 (the  "SHAREHOLDERS"  and together with  TECHNOPRISES,  the
"SELLERS" and each a "SELLER"),

                              W I T N E S S E T H:

      WHEREAS,  TECHNOPRISES is a company in foundation and the Shareholders are
the founders and intended owners of all the issued and outstanding share capital
of TECHNOPRISES, which is seeking to engage in investments in various technology
entities;

      WHEREAS,  TECHNOPRISES  is the  owner of 39.4%  (thirty  nine  point  four
percent) of the issued and  outstanding  share capital of TCM - Telem Atik Cross
Media Ltd. ("TCM") (on a fully-diluted basis, as of the date of this Agreement);

      WHEREAS,  TCM is an Israeli company engaged in the business of cross media
service based solutions;

      WHEREAS,   BVRT  wishes  to  purchase  from  the   Shareholders   and  the
Shareholders  wish to sell to BVRT all of the  shares  of  TECHNOPRISES  for the
consideration and on the terms set forth herein;

      WHEREAS, BVRT and the Sellers believe it is in the best of their interests
that the transactions contemplated hereby be consummated;

      WHEREAS,  BVRT and the  Sellers  desire to make  certain  representations,
warranties,  covenants and other  agreements in connection  with the transaction
contemplated hereby;

      NOW, THEREFORE,  in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows:

1. Sale and Transfer of Shares.  Subject to the terms and  conditions  set forth
herein  and  against  receipt  of  the  consideration  set  forth  herein,   the
Shareholders shall sell, transfer,  assign, convey and deliver to BVRT, and BVRT
shall  purchase  and acquire  from the  Shareholders,  on the  Closing  Date (as
hereinafter defined), the number of Ordinary Shares, nominal value non par value
each of TECHNOPRISES (the "TECHNOPRISES  SHARES") set forth opposite the name of
such  Shareholder in Schedule 1 hereto under the heading  "TECHNOPRISES  Shares"
and all other shares of TECHNOPRISES owned by such Shareholder immediately prior
to the Closing, free and clear of all liens, charges,  pledges, claims, security
interests,  mortgages, adverse claims of ownership or use and/or any other third
party  right of any kind,  restrictions  on  transfer,  defect of title or other
encumbrance of any kind or character ("LIENS").


                                       1
<PAGE>

2. Closing.

2.1 The  Closing  shall  take  place,  subject  to,  and no later  than five (5)
business days after the  satisfaction  or waiver of all the conditions set forth
in Section 6  hereunder,  at the offices of Yigal Arnon & Co.,  46th Floor,  the
Round Tower, Azrieli Center, Tel Aviv, or at such other place and/or date as the
parties  hereto shall mutually agree (the actual date on which the Closing shall
occur being referred to herein as the "CLOSING DATE").

2.2 Delivery of TECHNOPRISES Shares and Issuance of the Issued Shares.

2.2.1.  Subject to the terms and  conditions  set forth herein,  at the Closing,
TECHNOPRISES and the Shareholders shall deliver to BVRT a certificate registered
in BVRT's name  representing all the  TECHNOPRISES  Shares free and clear of any
Liens,  accompanied  by share  transfer  deeds,  in the form attached  hereto as
Schedule 2.2.1 duly signed by each Shareholder.

2.2.2.  Subject to the terms and conditions set forth herein,  in  consideration
for the sale, assignment,  conveyance, transfer and delivery of the TECHNOPRISES
Shares being sold, conveyed, transferred, assigned and delivered hereunder, BVRT
will issue to the Shareholders at the Closing, following a split of BVRT's share
capital such that every 1 Ordinary Share,  nominal value NIS 0.50 each, shall be
split into 50 Ordinary  Shares,  nominal value NIS 0.01 each, and thereafter the
cancellation of 49 Ordinary Shares out of each 50 Ordinary Shares, nominal value
NIS 0.01 each (the "SPLIT AND CANCELLATION"), the aggregate amount of 88,539,309
of  BVRT's  ordinary  shares,  nominal  value NIS 0.01 per  share  (the  "ISSUED
SHARES"),  fully  paid  and  registered  in the  name  of the  Shareholders,  in
accordance  with the number of shares listed by the name of each  Shareholder in
Schedule 1, under the heading  "Issued  Shares",  which shall, in the aggregate,
constitute  ninety percent (90%) of the issued and outstanding  share capital of
BVRT,  on a fully  diluted  basis  (other than  certain  options as set forth in
Section 3.3 below), following their allotment.

3.  Representations  and Warranties of BVRT. BVRT hereby represents and warrants
to the Sellers and acknowledge that the Sellers are entering into this Agreement
in reliance thereon, as follows:

3.1  Organization.  BVRT is a corporation  duly  organized and validly  existing
under the laws of the State of Israel and has the requisite  corporate power and
authority  to own or lease all of its  assets,  to carry on its  business as now
conducted and to enter into this  Agreement and to consummate  the  transactions
contemplated  hereby  and  thereby.  BVRT has  delivered  to the  Sellers  true,
complete and correct  copies of its  Memorandum of  Association  and Articles of
Association (the "BVRT  INCORPORATION  DOCUMENTS"),  each as amended through the
date hereof.

3.2 Authority. No Conflicts.  All corporate action on the part of BVRT necessary
for the authorization, execution, delivery, and performance of all the of BVRT's
obligations  under this  Agreement has been taken (or will be taken prior to the
Closing).  This Agreement,  when executed and delivered by or on behalf of BVRT,
shall  constitute  the valid and legally  binding  obligation  of BVRT,  legally
enforceable  against it in  accordance  with its terms.  No  consent,  approval,
order,  license,   permit,  action  by,  or  authorization  of  or  designation,
declaration, or filing with any governmental authority, agency, instrumentality,
court,  tribunal or  arbitrator  ("GOVERNMENTAL  ENTITY") on the part of BVRT is
required that has not been, or will not have been, obtained by BVRT prior to the
Closing in connection with the valid execution, delivery and performance of this
Agreement.  The  execution  and  delivery  of this  Agreement  do  not,  and the
consummation of the  transactions  contemplated by this Agreement and compliance
with the provisions of this  Agreement will not,  conflict with or result in any
violation of or default  under (i) the BVRT  Incorporation  Documents,  (ii) any
loan or  credit  agreement,  note,  bond,  mortgage,  indenture,  lease or other
agreement,  instrument,  permit, concession,  franchise or license applicable to
BVRT or its assets or (iii) any judgment,  writ, order,  decree,  statute,  law,
ordinance, rule or regulation applicable to it.


                                       2
<PAGE>

3.3 Capitalization.  Immediately prior to Closing,  the authorized share capital
of BVRT shall  consist  of NIS  2,000,000,  divided  into  200,000,000  Ordinary
Shares, nominal value NIS 0.01 each (the "BVRT SHARES") (following completion of
the Split and  Cancellation and of an increase of share capital by NIS 1,700,000
(the "CAPITAL  INCREASE") of which 9,837,701 Ordinary Shares,  nominal value NIS
0.01 each, are issued and  outstanding.  Except as set forth above, at the close
of business on the date hereof,  2003,  no shares or other voting  securities of
BVRT were issued,  reserved for issuance or outstanding.  All outstanding shares
of BVRT,  including  the  Issued  Shares  when  issued,  are and  will be,  duly
authorized,  validly  issued,  fully paid and  nonassessable  and not subject to
preemptive rights. There are no bonds,  debentures,  notes or other indebtedness
of BVRT  having  the  right to vote (or  convertible  into or  exchangeable  for
securities  having the right to vote) on any  matters on which  shareholders  of
BVRT may  vote.  Except  as set forth on  Schedule  3.3,  as of the date of this
Agreement there are no outstanding securities, options, warrants, calls, rights,
commitments,  agreements, arrangements or undertakings of any kind to which BVRT
is a party or by which it is bound  obligating it to issue,  deliver or sell, or
cause to be issued,  delivered or sold, shares,  securities  convertible into or
exchangeable for shares,  or other voting securities of BVRT or obligating it to
issue, grant,  extend or enter into any such security,  option,  warrant,  call,
right,  commitment,   agreement,   arrangement  or  undertaking.  There  are  no
outstanding contractual  obligations of BVRT to repurchase,  redeem or otherwise
acquire  any  shares  of BVRT  or  granting  any  preemptive,  anti-dilution  or
registration  right,  right of first  refusal  or first  offer,  or other  right
related  to its  securities.  Other  than  this  Agreement,  there  are,  to the
knowledge  of  BVRT,  no  voting   trusts,   proxies  or  other   agreements  or
understandings  with respect to the equity securities of BVRT. The Issued Shares
will be duly authorized, validly issued, fully paid, nonassessable,  and free of
any preemptive rights, and will have the rights,  preferences,  privileges,  and
restrictions set forth in the BVRT Articles.

3.4 Assets and  Liabilities.  As of the  Closing,  BVRT's only asset will be its
shareholdings in Coresma Ltd. The shares of Brightcom  Technologies Ltd. will be
transferred by BVRT prior to the Closing. As of the Closing,  BVRT will not have
no  debts  or  liabilities  of  any  kind,  including  but  not  limited  to any
liabilities to the tax  authorities,  employees,  former  employees or any other
third party, nor any cash, cash equivalents or losses for tax purposes.

3.5 Contracts. BVRT is not a party to any material contract not disclosed in the
BVRT SEC Documents (as defined  below) and is not in default of otherwise  under
any  financial  obligation  pursuant  to any  contract.  BVRT  does not have any
employment or consulting contracts,  deferred compensation  agreements or bonus,
incentive,  profit-sharing,  or pension plans currently in force and effect,  or
any understanding with respect to any of the foregoing.

3.6  Litigation.  As of the date of this Agreement  there is no suit,  action or
proceeding  pending or, to the knowledge of BVRT,  threatened against BVRT that,
individually or in the aggregate, could reasonably be expected to (i) materially
and  adversely  affect the  business,  properties  or  condition  (financial  or
otherwise  including  listing  of shares on the  NASDAQ)  (a  "MATERIAL  ADVERSE
EFFECT")  on BVRT,  (ii) impair in any  material  respect the ability of BVRT to
perform its obligations  under this Agreement or (iii) prevent the  consummation
of any of the  transactions  contemplated  by this  Agreement,  nor is there any
judgment,  writ, decree,  injunction,  rule or order of any Governmental  Entity
outstanding  against  BVRT  having,  or which is  reasonably  likely to have any
effect  referred to in the  foregoing  clauses (i)  through  (iii).  BVRT is not
subject to any insolvency petitions or proceedings.


                                       3
<PAGE>

3.7  SEC  Documents;  Financial  Statements.  Neither  this  Agreement  nor  any
certificates  made or  delivered  by BVRT in  connection  herewith  contains any
untrue  statement  BVRT has delivered to the Sellers true,  complete and correct
copies of its Annual Report on Form 20-F for the period ending December 31, 2002
and other forms filed subsequently by BVRT with the U.S. Securities and Exchange
Commission (the "SEC" and the "BVRT SEC DOCUMENTS",  respectively).  As of their
respective dates, the BVRT SEC Documents  complied in all material respects with
the  requirements of the United States  Securities Act of 1933 (the  "SECURITIES
ACT") or the United States  Exchange Act of 1934 (the  "EXCHANGE  ACT"),  as the
case may be, and the rules and  regulations  of the SEC  promulgated  thereunder
applicable  to such  BVRT SEC  Documents,  and  none of the  BVRT SEC  Documents
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  Except to the extent  that  information  contained  in any BVRT SEC
Document has been revised or superseded by a later-filed BVRT SEC Document filed
and publicly available prior to the date of this Agreement, none of the BVRT SEC
Documents contains any untrue statement of a material fact or omits to state any
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading.  The  financial  statements  of BVRT  included  in the BVRT SEC
Documents comply as to form in all material respects with applicable  accounting
requirements  and the published  rules and  regulations  of the SEC with respect
thereto,  have been  prepared in  accordance  with  Israeli  generally  accepted
accounting  principles ("GAAP") applied on a consistent basis during the periods
involved  (except as may be indicated in the notes  thereto) and fairly  present
the consolidated financial position of BVRT and its consolidated subsidiaries as
of the dates thereof and the  consolidated  results of their operations and cash
flows for the periods then ended (subject,  in the case of unaudited statements,
to normal year-end adjustments).

3.8  Full  Disclosure.  Neither  this  Agreement  nor any  certificates  made or
delivered by BVRT in  connection  herewith  contains  any untrue  statement of a
material fact or omits to state a material fact necessary to make the statements
herein or therein not  misleading,  in view of the  circumstances  in which they
were made. To BVRT's best  knowledge,  there is no material fact or  information
relating  to  the  business,  prospects,  condition  (financial  or  otherwise),
affairs,  operations,  or  assets  of BVRT  that has not been  disclosed  to the
Sellers in writing by BVRT.

3.9  Brokers.  No  broker,  finder  or  investment  banker  is  entitled  to any
brokerage,   finder's  or  other  fee  or  commission  in  connection  with  the
transactions contemplated hereby based upon arrangements made by or on behalf of
BVRT.

4.  Representations  and  Warranties  of the Sellers.  The Sellers,  jointly and
severally,  hereby  represents and warrant to BVRT, and acknowledge that BVRT is
entering into this Agreement in reliance thereon, as follows:

4.1 Organization.  TECHNOPRISES is duly organized and validly existing under the
laws of the State of Israel,  and has full corporate power and authority to own,
lease and operate its  properties  and assets and to conduct its business as now
being  conducted and as currently  proposed to be  conducted,  as set out in the
business  description  attached  hereto as  Schedule  4.1(a)  (the  "BUSINESS").
TECHNOPRISES  has all requisite  power and authority to execute and deliver this
Agreement and other agreements contemplated hereby or which are ancillary hereto
and to consummate the transactions contemplated hereby and thereby. The Articles
of Association of  TECHNOPRISES  as in effect at the Closing are attached hereto
as Schedule 4.1(b) (the "TECHNOPRISES ARTICLES"). TECHNOPRISES has not taken any
action or failed to take any action,  which action or failure would  preclude or
prevent  TECHNOPRISES  from  conducting  its  business  after the Closing in the
manner heretofore conducted. TECHNOPRISES has all franchises, permits, licenses,
and any similar authority necessary for the conduct of its business as now being
conducted  and as  currently  proposed to be  conducted by it, the lack of which
could have a Material  Adverse Effect.  TECHNOPRISES is not in default under any
of such franchises, permits, licenses, or other similar authority.


                                       4
<PAGE>

4.2  Capitalization.  The  registered  share capital of  TECHNOPRISES  as of the
Closing shall be divided into 100,000  Ordinary  Shares of no par value each, of
which  10,000 are  issued  and  outstanding  and  registered  in the name of the
Shareholders  in accordance with the table attached hereto as Schedule 1. Except
as contemplated by this Agreement,  there are no preemptive rights,  convertible
securities,  outstanding  warrants,  options or other rights to  subscribe  for,
purchase or acquire from either Company any shares and there are no contracts or
binding commitments  providing for the issuance of, or the granting of rights to
acquire,  any shares of  TECHNOPRISES  or under  which  TECHNOPRISES  is, or may
become,  obligated to issue any of its  securities.  All issued and  outstanding
share capital of TECHNOPRISES  has been duly  authorized,  and is validly issued
and outstanding and fully paid and  nonassessable.  The TECHNOPRISES  Shares are
duly  authorized,  validly issued,  fully paid,  nonassessable,  and free of any
preemptive  rights,  and will  have the  rights,  preferences,  privileges,  and
restrictions set forth in the TECHNOPRISES  Articles, and will be free and clear
of any Liens and duly  registered  in the name of BVRT in  TECHNOPRISES's  share
transfer  register.  TECHNOPRISES  is not under any  obligation  to register for
trading on any securities exchange any of its currently  outstanding  securities
or any of its securities which may hereafter be issued. Since its incorporation,
there has been no  declaration  or  payment by  TECHNOPRISES  of  dividends,  or
distribution  by  TECHNOPRISES  of  any  assets  of  any  kind  to  any  of  its
shareholders in redemption of or as the purchase price for any of TECHNOPRISES's
securities.

4.3 TCM. At the Closing  TECHNOPRISES's  only significant  assets shall be: such
amount of Ordinary Shares of TCM,  nominal value NIS 1.0 each (the "TCM Shares")
equal  to  not  less  than  37.5%  of  TCM's  outstanding  share  capital,  on a
fully-diluted basis. Prior to the closing, TECHNOPRISES will transfer the TVGATe
technology being purchased from Comverse, to TCM for an equity consideration. As
of the  Closing,  TCM shall  have duly  acquired  full  title and all rights and
interests in and to the Transferred Assets. The Sellers,  jointly and severally,
hereby  represent and warrant to BVRT the  representations  and  warranties  set
forth in Schedule 4.3 with respect to TCM and the TCM Shares,  including but not
limited to  representations  regarding  TCM's  cap-table,  financial  situation,
intellectual  property,  no  conflicts,  litigation,  ownership  of  assets  and
material contracts.

4.4  Authorization;  No  Conflicts.  All  corporate  action  on the  part of the
TECHNOPRISES and of TCM necessary for the  authorization,  execution,  delivery,
and performance of all TECHNOPRISES's  obligations under this Agreement has been
taken (or will be taken prior to the Closing).  This Agreement when executed and
delivered by or on behalf of TECHNOPRISES shall constitute the valid and legally
binding   obligations  of  TECHNOPRISES,   legally  enforceable  against  it  in
accordance with its terms. No consent,  approval, order, license, permit, action
by,  or  authorization  of or  designation,  declaration,  or  filing  with  any
Governmental  Entity on the part of  TECHNOPRISES is required that has not been,
or will not  have  been,  obtained  by  TECHNOPRISES  prior  to the  Closing  in
connection with the valid execution, delivery and performance of this Agreement.
The execution and delivery of this Agreement do not, and the consummation of the
transactions  contemplated  by this Agreement and compliance with the provisions
of this  Agreement  will not,  conflict  with or result in any  violation  of or
default under (i) TCM's Articles of Association  or the  TECHNOPRISES  Articles,
(ii) any loan or credit agreement,  note, bond,  mortgage,  indenture,  lease or
other agreement, instrument, permit, concession, franchise or license applicable
to  TECHNOPRISES  or its  assets or (iii) any  judgment,  writ,  order,  decree,
statute, law, ordinance, rule or regulation applicable to them.


                                       5
<PAGE>

t 0 0 4.5 Litigation.  As of the date of this Agreement there is no suit, action
or proceeding  pending or, to the knowledge of the Sellers,  threatened  against
TECHNOPRISES  that,  individually  or in  the  aggregate,  could  reasonably  be
expected to (i) have a Material Adverse Effect on  TECHNOPRISES,  (ii) impair in
any material  respect the ability of TECHNOPRISES  to perform their  obligations
under  this  Agreement  or  (iii)  prevent  the   consummation  of  any  of  the
transactions  contemplated by this Agreement,  nor is there any judgment,  writ,
decree, injunction, rule or order of any Governmental Entity outstanding against
TECHNOPRISES  having,  or which is reasonably likely to have any effect referred
to in the foregoing  clauses (i) through (iii).  TECHNOPRISES  is not subject to
any insolvency petitions or proceedings.

4.6  Ownership  of Assets.  TECHNOPRISES  owns its  property and assets free and
clear of all mortgages, liens, loans and encumbrances,  except such encumbrances
and liens that arise in the ordinary  course of business  and do not  materially
impair TECHNOPRISES's  ownership or use of such property or assets. With respect
to the property and assets it leases,  TECHNOPRISES  is in compliance  with such
leases  and  holds a valid  leasehold  interest  free of any  liens,  claims  or
encumbrances.  TECHNOPRISES  does not own any tangible or intangible assets of a
material nature other than those set forth in Schedule 4.6 hereto.

4.7  Contracts.  Schedule 4.7 contains a true and complete  list of all material
contracts  and  agreements  to which  TECHNOPRISES  is a party  or by which  its
property is bound.  Each of such  contracts and  agreements is in full force and
effect,  and TECHNOPRISES nor to the Sellers'  knowledge any other party thereto
is in breach  thereof.  True and correct  copies of all such contracts have been
delivered to BVRT. Except as set forth on Schedule 4.7 hereto, TECHNOPRISES does
not  have  any  employment  or  consulting   contracts,   deferred  compensation
agreements or bonus,  incentive,  profit-sharing,  or pension plans currently in
force and effect, or any understanding with respect to any of the foregoing.

4.8  Full  Disclosure.  Neither  this  Agreement  nor any  certificates  made or
delivered by TCM or  TECHNOPRISES  in  connection  herewith  contains any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements herein or therein not misleading, in view of the circumstances in
which they were made. To the Seller's best  knowledge  there is no material fact
or  information  relating to the business,  prospects,  condition  (financial or
otherwise), affairs, operations, or assets of TCM that has not been disclosed to
BVRT in writing by the Sellers.

5.  Additional   Representations  and  Warranties  of  the  Shareholders.   Each
Shareholder  hereby represents and warrant to BVRT, and acknowledge that BVRT is
entering into this Agreement in reliance thereon, as follows:

5.1 Authority.  No Conflicts.  Such  Shareholder  has full legal  competence and
capacity and  unrestricted  power to execute and deliver this  Agreement and any
ancillary documents (each a "TRANSACTION DOCUMENT"),  and to perform his, her or
its  obligations  hereunder and  thereunder.  The execution and delivery by such
Shareholder  of this  Agreement  and each  Transaction  Document  to which  such
Shareholder is a party,  and the performance by such  Shareholder of his, her or
its  obligations  hereunder  and  thereunder,  have been duly  authorized by all
requisite  action,  and will not violate any  provision of law, any order of any
court or other  agency  of  government,  any  judgment,  award or  decree or any
provision of any contract or other  instrument  to which such  Shareholder  is a
party,  or by which such  Shareholder is bound,  or conflict  with,  result in a
breach of or constitute a default under any such contract or other instrument.


                                       6
<PAGE>

5.2  Authorization.  This Agreement has been duly executed and delivered by such
Shareholder and, assuming the due  authorization,  execution and delivery by the
other parties thereto, constitutes, and each other Transaction Document to which
such Shareholder is a party,  when executed and delivered by such Shareholder as
contemplated  hereby, will constitute,  the legal, valid and binding obligations
of such  Shareholder,  enforceable  against such  Shareholder in accordance with
their  respective  terms,  except to the extent that its  enforceability  may be
limited  by  applicable  bankruptcy,  insolvency,  reorganization  or other laws
affecting the enforcement of creditors' rights generally or by general equitable
principles.

5.3 Title to Shares.  Such  Shareholder  has good and valid  title to and is the
lawful  holder of record  and  beneficial  owner of the  number of  TECHNOPRISES
Shares set forth  opposite  the name of such  Shareholder  in Schedule 1 to this
Agreement under the heading "TECHNOPRISES Shares" in each case free and clear of
any and all Liens of any nature whatsoever.  The delivery by such Shareholder of
a share  transfer deed duly  executed,  to BVRT pursuant to Section 2.2.1 above,
together with a resolution of TECHNOPRISES's  Board of Directors  approving such
transfer of shares and  registering  the  transfer in the  TECHNOPRISES's  share
register,  will transfer legal,  good, valid and full title to and the legal and
beneficial ownership of said TECHNOPRISES Shares, free and clear of any Liens of
any nature whatsoever.

5.4 Experience;  Receipt of Information;  Consultation with Advisers; Regulation
S. Each Shareholder is an "Accredited  Investor" as such term is defined in Rule
501 of Regulation D promulgated  under the Securities Act. Each  Shareholder has
such knowledge and experience in financial and business matters as to be capable
of evaluating  the merits and risks relating to acquiring the Issued Shares and,
by  reason  of  such  Shareholder's  financial  and  business  experience,   the
Shareholder  has the  capacity to protect its  interest in  connection  with the
acquisition  of such  Issued  Shares.  Each  Shareholder  understands  that  its
acquisition of such Issued Shares  involves a high degree of risk and that there
is no assurance that following  consummation  of the  transactions  contemplated
hereunder,  BVRT  will  comply  with  the  listing  requirements  of the  NASDAQ
over-the-counter  bulletin board.  Without prejudice to the  representations and
warranties  of BVRT,  each  Shareholder  and its counsel have been  afforded the
opportunity to ask questions and otherwise conduct a due diligence  inquiry.  In
making its  decision  to  receive  the Issued  Shares as  consideration  for the
TECHNOPRISES  Shares,  such  Shareholder  has  relied  upon  review  of data and
information  filed by BVRT with the SEC as well as all the other  documents  and
information  regarding BVRT which the Sellers have requested.  Each  Shareholder
has had the opportunity to review with its own tax advisors the federal,  state,
local and foreign  tax  consequences  of this  investment  and the  transactions
contemplated  hereunder.  It  understands  that  it  (and  not  BVRT)  shall  be
responsible  for its  own tax  liability  that  may  arise  as a  result  of the
transactions  contemplated  hereunder.  The  Shareholder is not a U.S. Person as
such term is defined in Regulation S promulgated under the Securities Act and at
the  time  the  offer  and buy  order  for the  Issued  Shares  was  originated,
including,  without  limitation,  at  the  time  the  Shareholder  executed  and
delivered this Agreement and otherwise agreed to purchase the Issued Shares,  it
was located outside the United States.


                                       7
<PAGE>

5.5 Acquisition for Own Account,  etc. Each  Shareholder is acquiring the Issued
Shares for its own  account  for  investment  and not with a view to the resale,
transfer or distribution  thereof,  nor with any intention of  distributing  any
Issued  Shares.  No other  person  will have any direct or  indirect  beneficial
interest in the Issued Shares  acquired by the  Shareholder at the Closing.  The
Shareholder  is not organized  for the specific  purpose of acquiring the Issued
Shares  to be issued at the  Closing.  Each  Shareholder  understands  that,  in
connection with the acquisition of the Issued Shares as contemplated herein, the
Issued Shares have not been and will not be registered  under the Securities Act
or registered or qualified  under the securities laws of any U.S. state or other
jurisdiction,   in  each  case  by  reason  of  specific   exemptions  from  the
registration  provisions of the Securities  Act and the securities  laws of such
states or other  jurisdictions,  the  availability  of which depend upon,  among
other things,  the bona fide nature of the investment intent and the accuracy of
the  Shareholder's  representations  as expressed  herein and in response to the
Shareholder's inquiries, if any.

5.6 Restricted Securities.  Each Shareholder  understands that the Issued Shares
are and will be  "restricted  securities"  under the Securities Act in that such
securities  will be acquired from BVRT in a  transaction  not involving a public
offering  under the Securities  Act, and that under U.S.  federal and state laws
and   applicable   regulations,   such  Issued  Shares  may  be  resold  without
registration under the Securities Act only in certain limited  circumstances and
that  otherwise  such  securities  must be held  indefinitely.  In this  regard,
Shareholder understands the resale limitations imposed by the Securities Act and
is familiar with SEC Rule 144, as presently in effect,  and the conditions which
must be met in order for that Rule to be  available  for  resale of  "restricted
securities".

5.7  Brokers.  Except  as set  forth in  Schedule  5.7,  no  broker,  finder  or
investment  banker  is  entitled  to any  brokerage,  finder's  or other  fee or
commission in connection with the  transactions  contemplated  hereby based upon
arrangements made by or on behalf of such Shareholder.

6. Conditions of Closing.

6.1 Conditions  Precedent to the  Obligations of Each Party.  The obligations of
the parties hereto to consummate the transactions contemplated by this Agreement
are subject to the  satisfaction  or, if permitted by applicable  law, waiver of
the following conditions:

6.1.1.  no court of  competent  jurisdiction  shall have  issued or entered  any
order, writ,  injunction or decree, and no other Governmental  Entity shall have
issued  any  order,  which is then in effect  and has the  effect of making  the
transactions   contemplated  hereby  illegal  or  otherwise   prohibiting  their
consummation;

6.1.2. the parties shall have timely obtained from each Governmental  Entity all
approvals,  waivers and consents,  if any,  necessary for consummation of, or in
connection  with,  the  transactions  contemplated  hereby,  including,  without
limitation,  the  approval  of  the  Israel  Tax  Authority  (in  particular  in
connection  with the consent of the tax authority to the fact that BVRT will not
be liquidated) and, if applicable,  the Restrictive Trade Practices Commissioner
and any approvals,  waivers and consents as may be required under the Securities
Act and under state "blue sky" securities laws;

6.1.3. This Agreement and the transactions  contemplated  hereby,  including the
Capital  Increase and the Split and  Cancellation,  shall have been approved and
adopted by the requisite vote of BVRT's shareholders.

6.1.4.  All corporate and other  proceedings in connection with the transactions
contemplated  by this  Agreement and all documents and  instruments  incident to
such transactions  shall be in a form and substance  reasonably  satisfactory to
the parties and their respective  counsel,  and the parties and their respective
counsel shall have received all such counterpart originals or certified or other
copies of such documents as they may reasonably request.


                                       8
<PAGE>

6.2  Conditions  Precedent to the  Obligation of BVRT. The obligation of BVRT to
consummate the  transactions  contemplated by this Agreement is subject,  at the
option of BVRT, to the  satisfaction  at or prior to the Closing Date of each of
the following conditions:

6.2.1.  Representations,  Warranties and Covenants.  (i) The representations and
warranties of the Sellers  contained in this Agreement shall be true and correct
in all material  respects (except for such  representations  and warranties that
are   qualified   by  their  terms  by  a  reference   to   materiality,   which
representations and warranties as so qualified shall be true in all respects) on
and as of the date of this Agreement and on and as of the Closing as though such
representations  and  warranties  were made on and as of such  time,  except for
representations and warranties which were made only as of a specific date, which
shall  be  true  and  correct  in  all  material   respects   (except  for  such
representations and warranties that are qualified by their terms by reference to
materiality which  representations  and warranties as so qualified shall be true
in all respects) only as of such date, (ii) the Sellers shall have performed and
complied in all material respects with all covenants, obligations and conditions
of this  Agreement  required to be performed and complied with by them as of the
Closing, and (iii) BVRT shall have received officers' certificates,  executed on
behalf of TECHNOPRISES and TCM by duly authorized  officers thereof,  certifying
as to the  accuracy  of the  matters  set forth in clauses  (i) and (ii) of this
Section 6.2.1.

6.2.2. No Material Adverse Effect. From the date hereof until the Closing, there
will  have  been no  Material  Adverse  Effect in  TECHNOPRISES  or TCM,  in the
reasonable judgment of BVRT.

6.2.3.  Supporting  Documents.  On or prior to the Closing Date, BVRT shall have
received copies of the following supporting documents:

6.2.3.1.  resolutions  of  TECHNOPRISES's  board of directors  and  shareholders
approving the transfer of the  TECHNOPRISES  Shares to BVRT and registering BVRT
in the  company's  Register of Members as the holder of all issued shares of the
TECHNOPRISES,  in forms  satisfactory  to BVRT and its  counsel,  to be attached
hereto as Schedule 6.2.3.1;

6.2.3.2.  duly completed  notices of transfer  regarding the transfer of all the
issued shares of TECHNOPRISES as provided above in form and substance acceptable
for immediate filing with the Israeli Registrar of Companies;

6.2.4.  TVGate  and Other  Transactions.  TECHNOPRISES  shall  have  closed  the
transaction  with Comverse Ltd.  described in Schedule 4.7 (the "Asset  Purchase
Agreement")  and TCM shall  have duly  acquired  full  title and all  rights and
interests  in and to the  Transferred  Assets (as defined in the Asset  Purchase
Agreement)  and  all  transactions  contemplated  in  Schedule  4.3  shall  have
completed, all to the complete satisfaction of BVRT.

6.3 Conditions  Precedent to the Obligations of the Sellers.  The obligations of
the Sellers to consummate the  transactions  contemplated  by this Agreement are
subject,  at the option of the Sellers,  to the  satisfaction at or prior to the
Closing Date of each of the following conditions:

6.3.1.  Representations,  Warranties and Covenants.  (i) The representations and
warranties of BVRT contained in this Agreement  shall be true and correct in all
material  respects  (except for such  representations  and  warranties  that are
qualified by their terms by a reference to  materiality,  which  representations
and  warranties as so qualified  shall be true in all respects) on and as of the
date  of  this   Agreement  and  on  and  as  of  the  Closing  as  though  such
representations  and  warranties  were made on and as of such  time,  except for
representations and warranties which were made only as of a specific date, which
shall  be  true  and  correct  in  all  material   respects   (except  for  such
representations and warranties that are qualified by their terms by reference to
materiality which  representations  and warranties as so qualified shall be true
in all  respects)  only as of such  date,  (ii) BVRT shall  have  performed  and
complied in all material respects with all covenants, obligations and conditions
of this  Agreement  required to be performed and complied with by them as of the
Closing,  and (iii) the  Sellers  shall have  received  officers'  certificates,
executed on behalf of BVRT by a duly authorized  officer thereof,  certifying as
to the accuracy of the matters set forth in clauses (i) and (ii) of this Section
6.3.1.


                                       9
<PAGE>

6.3.2. No Material Adverse Effect. From the date hereof until the Closing, there
will have been no Material Adverse Effect in BVRT, in the reasonable judgment of
the Sellers.

6.3.3.  Supporting Documents. On or prior to the Closing Date, the Sellers shall
have received copies of the following supporting documents:

6.3.3.1.  True and correct  copies of  resolutions  of BVRT's Board of Directors
issuing and allotting the Issued Shares to the Shareholders against the transfer
of the TECHNOPRISES  Shares therefore and registering the Shareholders in BVRT's
Register of Members, in a form satisfactory to the Sellers and their counsel, to
be attached hereto as Schedule 6.3.3.1;

6.3.3.2.   True  and  correct  copies  of  resolutions  of  BVRT's  Shareholders
authorizing the issuance and allotment of the Issued Shares to the  Shareholders
against  the  transfer  of  the  TECHNOPRISES   Shares  therefore,   in  a  form
satisfactory to the Sellers and their counsel, to be attached hereto as Schedule
6.3.3.2;

6.3.3.3.  a duly  completed  notice  of such  issuances  in form  and  substance
acceptable for immediate filing with the Israeli Registrar of Companies.

6.3.4. Coresma. BVRT shall have converted all of its convertible debt in Coresma
Ltd. into equity,  so that following such  conversion  BVRT shall hold more than
fifty percent (50%) of Coresma Ltd.'s share capital (on a fully-diluted basis).

6.3.5.  Resignation of Directors.  Mr. Joshua Agassi and Mr. Yaron Sheinman will
have submitted their resignation from BVRT's Board of Directors, effective as of
the Closing Date.

6.3.6.  Cancellation  of Options.  Mr. Yaron Sheinman will have consented to the
cancellation of 850,000 options to purchase BVRT Shares,  nominal value NIS 0.50
each, and such options shall have been cancelled by BVRT.


                                       10
<PAGE>

7. Option Grant.

7.1 Put Option. The Shareholders  hereby grant to the shareholders of BVRT as of
the Closing  Date (the  "RIGHTHOLDERS")  an option (the "PUT  OPTION"),  to sell
their BVRT Shares (the "PUT OPTION  SHARES") to the  Shareholders at a price per
share of US$ 0.04 (four cents) per BVRT Share,  nominal value NIS 0.01 each (the
"PUT OPTION PRICE").  The Put Option shall be exercisable by each Rightholder in
the event that during the twelve  (12) month  period  commencing  six (6) months
following the Closing Date , the average  market value of BVRT shall be not less
than US$ 6,500,000 (six million five hundred thousand United States dollars) for
a period of sixty  (60)  calendar  days (the  "TRIGGERING  EVENT").  Immediately
following the occurrence of a Triggering  Event, the Shareholders will provide a
notice of offer to the  Rightholders  providing  them with not less than  thirty
(30) days to exercise  the Put Option at the Put Option Price from the date such
offer  is  effective  under  any  registration  requirements.  The  Shareholders
undertake and agree to take all actions and effect any registrations  necessary,
including  under all applicable  securities  laws, in order to implement the Put
Option as aforesaid at the Shareholders' expense.

7.2 Subject to the Closing, the provisions of this Section 7 are for the benefit
of the Rightholders,  enforceable by the Rightholders  against the Shareholders,
jointly and  severally,  pursuant  to Section 34 of the  Contract  Law  (General
Part), 1973.

7.3 It is recorded and agreed that,  without  derogating from any other right or
remedy of TECHNOPRISES and the Shareholders, in the event the Board of Directors
of BVRT  determined  in good  faith  that  there  was a  material  breach of any
representations  or warranties of BVRT  hereunder  which caused  Sellers  direct
losses in excess of $100,000,  and such breach shall not be cured within 30 days
of a breach notice from the Shareholders to the Rightholders, following the good
faith  determination  by the BVRT  Board of  Directors,  the  Rightholders  will
automatically lose their rights to the Put Option.

8. Additional Agreements.

8.1 Capitalization.  The Shareholders hereby undertake and agree,  severally and
jointly,  that (i)  BVRT,  TECHNOPRISES  and TCM will not  issue  securities  to
Comverse Ltd. in connection with the Asset Purchase  Agreement,  and any payment
to Comverse Ltd. in the form of securities will be made by the  Shareholders out
of the shares of BVRT held by the  Shareholders;  (ii) after the  Closing  Date,
BVRT,  TECHNOPRISES  or TCM will not issue  securities  in  connection  with any
transaction  contemplated by this Agreement or any Schedule  hereto,  and in any
event no issuance of securities for transactions prior to the Closing Date shall
render  the   representations   and   warranties   of  the  Sellers  as  to  the
capitalization  of  TECHNOPRISES or TCM (on a  fully-diluted  basis),  as of the
Closing Date, inaccurate or dilute the the holdings of the existing shareholders
of  BVRT  below  10% of  BVRT's  issued  and  outstanding  share  capital,  on a
fully-diluted  basis;  and (iii) any  broker's fee payable by the Sellers as set
forth in Schedule  5.7,  shall be payable by the Sellers and will not dilute the
holdings of the  existing  shareholders  of BVRT below 10% of BVRT's  issued and
outstanding share capital, on a fully diluted basis.

8.2  Additional  Acquisitions.  The  Shareholders  hereby  undertake  and agree,
severally and jointly, that future acquisitions of technology based entities, IP
assets  or  technology  by or on behalf of the  Shareholders,  their  respective
shareholders, subsidiaries, parent companies and affiliates, in the IT sector in
the  fields of  telecommunications  and media for the cross  media  environment,
shall be made by BVRT or TECHNOPRISES.


                                       11
<PAGE>

8.3  Termination of Options.  BVRT shall make  reasonable  efforts to effect the
termination of all outstanding  options to purchase securities of the Company as
set forth in Schedule 3.3.

8.4 D&O Insurance.  The Shareholders and BVRT hereby covenants and agree that so
long as the BVRT Directors shall be subject to any possible proceeding by reason
of the fact that the BVRT Directors were office holders of the Company under all
applicable statutes of limitations, BVRT shall obtain and maintain in full force
and effect  directors' and officers'  liability  insurance ("D&O  INSURANCE") in
reasonable amounts from established and reputable insurers,  effective as of the
Closing  Date. In all policies of D&O  Insurance,  the BVRT  Directors  shall be
named as an insured in such a manner as to provide the BVRT  Directors  the same
rights and benefits as are  accorded to the most  favorably  insured  members of
BVRT's Board of Directors.  Upon request,  the BVRT  Directors  will be provided
with a copy of the D&O Insurance policy.  Subject to the Closing, the provisions
of this Section 8.4 are for the benefit of the BVRT  Directors,  enforceable  by
the BVRT  Directors  against BVRT and the  Shareholders,  jointly and severally,
pursuant to Section 34 of the Contract Law (General Part), 1973.

"BVRT  DIRECTORS"  shall mean all  persons who served as members of the Board of
Directors of BVRT as of October 1, 1998 through the Closing Date.

8.5 Consents;  Cooperation.  The parties shall  promptly  apply for or otherwise
seek, and use its commercially  reasonable  efforts to obtain,  all consents and
approvals required to be obtained by it for the consummation of the transactions
contemplated hereby.

8.6 Notices.  Each of the parties  shall give prompt notice to the others of (i)
any notice or other  communication  from any person or entity  alleging that the
consent of such person or entity is or may be required  in  connection  with the
transactions  contemplated hereby, other than any such consent disclosed in this
Agreement  as required by one of the  parties  hereto;  (ii) any notice or other
communication  from any Governmental  Entity in connection with the transactions
contemplated  hereby;  (iii)  any  actions,  suits,  claims,  investigations  or
proceedings commenced or, to its knowledge,  threatened against,  relating to or
involving or otherwise  affecting such party, or that relate to the consummation
of the transactions  contemplated  hereby; (iv) any change that could reasonably
be expected  to have a Material  Adverse  Effect on such  party,  or to delay or
impede  the  ability  of such  party to  perform  their  respective  obligations
pursuant to this Agreement and to effect the  consummation  of the  transactions
contemplated hereby.

8.7 Access to Information.  From the date of this Agreement to the Closing Date,
each party  shall (i) provide to the other and their  representatives  access at
reasonable  times  upon  prior  notice  to  its  officers,   employees,  agents,
properties,  offices and other  facilities and to the books and records thereof,
and (ii) furnish promptly such information concerning its business and personnel
as  the  other  party  or  its   representatives   may  reasonably  request.  No
investigation  conducted  pursuant to this Section 8.7 shall affect or be deemed
to modify any representation or warranty made in this Agreement.

8.8 Further  Assurances.  Each of the parties  hereto shall perform such further
acts and execute such further  documents as may reasonably be necessary to carry
out and give full effect to the  provisions of this Agreement and the intentions
of the parties as reflected thereby.

8.9 Certain Tax Matters. Each party will, at its own expense, file all necessary
tax returns and other  documentation with respect to all taxes and fees incurred
at Closing, as required by applicable law.


                                       12
<PAGE>

8.10 Public Announcements. Until the earlier of termination of this Agreement or
the Closing  Date,  BVRT, on the one hand,  and the Sellers,  on the other hand,
will  consult  with each other  before  issuing any press  release or  otherwise
making any public  statements with respect to the Agreement or the  transactions
contemplated  hereby and shall not issue any such press release or make any such
public  statement  that is not  approved  by the other  party,  except as may be
required by law or the rules of the NASDAQ  over-the-counter  bulletin board, in
which case the parties will make  reasonable  efforts to consult with each other
prior to the making of such public statement.

8.11 Legend

      The  share  certificate  evidencing  the  Issued  Shares  shall  bear  the
      following legend:

      "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  AND MAY NOT BE  SOLD,
      TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE
      OF (i) AN EFFECTIVE  REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID
      ACT OR (ii) AN  OPINION OF COUNSEL  SATISFACTORY  TO THE ISSUER  THAT SUCH
      REGISTRATION IS NOT REQUIRED UNDER SUCH ACT."

8.12 Proxy Statement; Annual Report.

8.12.1.  As promptly  as  reasonably  practicable  after the  execution  of this
Agreement,  BVRT shall prepare a proxy statement,  which complies with the rules
and  regulations  promulgated by the SEC for foreign private issuers (the "PROXY
STATEMENT").  The Sellers  shall,  upon  request by BVRT,  furnish BVRT with all
information concerning themselves,  subsidiaries,  directors, executive officers
and  shareholders,  and such other matters and shall furnish  consents as may be
reasonably  necessary or advisable in connection with the Proxy Statement or any
other statement,  filing,  notice or application made by or on behalf of BVRT to
any  third  party  and/or  any  Governmental   Entity  in  connection  with  the
transactions  contemplated by this  Agreement,  including,  without  limitation,
providing financial information  regarding  TECHNOPRISES and TCM and any related
consents from the companies'  independent  public  accountants  for inclusion of
such financial  information in the Proxy  Statement.  In addition,  TECHNOPRISES
shall obtain any consent from its or TCM's independent  public  accountants that
are necessary for inclusion of the financial information provided by them in any
filings that are required to be made by BVRT with the SEC.

8.12.2.  The Sellers shall use their reasonable best efforts to ensure that none
of the information  supplied by them for inclusion or incorporation by reference
in the Proxy  Statement  shall,  at the date it or any amendments or supplements
thereto are mailed to the shareholders of BVRT, at the time of the shareholders'
meeting and at the Closing Date, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they are made,  not  misleading.  If at any time prior to the  Closing  Date any
event or  circumstance  relating  to the  Sellers,  or any of their  officers or
directors,  should  be  discovered  by a Seller  that  should be set forth in an
amendment or a supplement  to the Proxy  Statement,  such Seller shall  promptly
inform BVRT.

8.12.3.  The BVRT  Directors  will assist in the  preparation  of BVRT's  annual
report to the SEC for the period prior to the Closing Date.


                                       13
<PAGE>

8.13  Expenses.  All  costs  and  expenses  incurred  in  connection  with  this
Agreement,  and the transactions  contemplated hereby and thereby, shall be paid
by the party incurring such expenses.

9. Limitation on Liability.  In no event shall the Sellers' or BVRT's  liability
under this  agreement  or for any breach  thereof,  whether  in  contract,  tort
(including  negligence),  strict liability or any other legal theory, exceed the
amount of $ 500,000. The above limitation will not apply in any event of fraud.

10. Miscellaneous

10.1 Interpretation.  The preamble,  Schedules and Exhibits hereto constitute an
integral  part hereof.  The headings of the  sections  and  subsections  of this
Agreement are for  convenience of reference only and are not to be considered in
construing this Agreement.

10.2 Effectiveness; Survival. Each representation and warranty in this Agreement
is deemed to be made on the date of this  Agreement and at the Closing Date, and
shall survive and remain in full force and effect after the Closing Date.

10.3  Governing  Law;  Jurisdiction.  This  Agreement  shall be  governed by and
construed  according to the laws of the State of Israel,  without  regard to the
conflict of laws provisions thereof. Any dispute arising under or in relation to
this  Agreement  shall be resolved  in the  competent  court for Tel  Aviv-Jaffa
district, and each of the parties hereby submits irrevocably to the jurisdiction
of such court.

10.4 Successors and Assigns;  Assignment.  Except as otherwise expressly limited
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon,   the   successors,   assigns,   heirs,   executors,   beneficiaries   and
administrators of the parties hereto.

10.5 Entire  Agreement;  Amendment and Waiver.  This Agreement and the Schedules
hereto  constitute the full and entire  understanding  and agreement between the
parties with regard to the subject matters hereof and thereof.  Any term of this
Agreement  may be amended  and the  observance  of any term hereof may be waived
(either  prospectively or retroactively  and either generally or in a particular
instance) only with the written consent of all of the parties to this Agreement.

10.6 Notices,  etc. All notices and other  communications  required or permitted
hereunder to be given to a party to this Agreement shall be in writing and shall
be telecopied or mailed by registered or certified  mail,  postage  prepaid,  or
otherwise  delivered by hand or by messenger,  addressed to such party's address
as set forth below or at such other address as the party shall have furnished to
each other party in writing in accordance with this provision:

                  If to BVRT:                       c/o Yigal Arnon & Co
                                                    1 Azrieli Center

                                                    Tel Aviv, 61337 Israel
                                                    Attn:  Orly Tsioni, Adv.
                                                    Phone:  972-3-608-7842
                                                    Fax:  972-3-608-7713


                                       14
<PAGE>

If to TECHNOPRISES:                         c/o Apros & Chay MB Ltd.

                                            Hamachteet 3 St.,

                                            Ramat-Hasharon

                                            With a copy to:
                                            Bach, Arad, Scharf
                                            2 Hashalom Rd.
                                            Tel-Aviv 67892 Israel
                                            Attn: Ehud Arad, Adv.
                                            Phone: 972-3-5625303
                                            Fax: 972-3-5625304

            if to any  Shareholder,  to the address  appearing under the name of
            such Shareholder in Schedule 1 hereto;

            or such other  address  with  respect to a party as such party shall
            notify  each other  party in writing as above  provided.  Any notice
            sent in accordance  with this Section 10.6 shall be effective (i) if
            mailed,  seven (7)  business  days  after  mailing,  (ii) if sent by
            messenger,  upon delivery,  and (iii) if sent via  telecopier,  upon
            transmission   and  electronic   confirmation   of  receipt  or  (if
            transmitted  and  received  on a  non-business  day)  on  the  first
            business day following  transmission and electronic  confirmation of
            receipt  (provided,  however,  that any  notice of change of address
            shall only be valid upon receipt).

10.7 Delays or Omissions.  No delay or omission to exercise any right, power, or
remedy  accruing to any party upon any breach or default  under this  Agreement,
shall be  deemed  a  waiver  of any  other  breach  or  default  theretofore  or
thereafter occurring.  Any waiver,  permit,  consent, or approval of any kind or
character  on the  part  of any  party  of any  breach  or  default  under  this
Agreement,  or any  waiver  on  the  part  of any  party  of any  provisions  or
conditions of this Agreement,  must be in writing and shall be effective only to
the extent  specifically set forth in such writing.  All remedies,  either under
this Agreement or by law or otherwise  afforded to any of the parties,  shall be
cumulative and not alternative.

10.8  Severability.  If any  provision  of this  Agreement is held by a court of
competent  jurisdiction  to be  unenforceable  under  applicable  law, then such
provision  shall be  excluded  from this  Agreement  and the  remainder  of this
Agreement  shall be  interpreted as if such provision were so excluded and shall
be enforceable in accordance  with its terms;  provided,  however,  that in such
event this Agreement shall be interpreted so as to give effect,  to the greatest
extent  consistent  with and  permitted  by  applicable  law, to the meaning and
intention of the excluded  provision  as  determined  by such court of competent
jurisdiction.

10.9 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original  and  enforceable  against the parties
actually executing such counterpart,  and all of which together shall constitute
one and the same instrument.

                  [Remainder of page intentionally left blank.]


                                       15
<PAGE>

      IN WITNESS  WHEREOF the parties have signed this Share Purchase  Agreement
as of the date first hereinabove set forth.

BVRT TECHNOLOGIES LTD.                       TECHNOPRISES Apros & Chay LTD.

By: ____________________                     By: ____________________

Name: __________________                     Name: __________________

Title: _________________                     Title: ___________________


Apros & Chay MB Ltd.         Propsper Abitbol           Avigdor Olshansky

By: ____________________     ____________________       ________________________

Name: __________________

Title: ___________________


                  [Signature page of Share Purchase Agreement]


                                       16