EXCLUSIVE LICENSE AGREEMENT

This Agreement  (together with the Exhibit hereto "THIS  AGREEMENT") is made and
shall become  effective  as of February  18, 2004 by and between  Unicorp Ltd. a
company  organized  under the laws of Israel ( "THE  COMPANY"),  Cat4view Ltd. a
company organized under the laws of Israel ("CAT4VIEW"),  and Technoprises Apros
& Chay Ltd.  ("TECHNOPRISES") a company organized under the laws of Israel ("THE
LICENSEE").

WHEREAS the Company is the owner of all rights in the company's  Watchow Portal,
as specified in EXHIBIT A hereto ("THE WATCHOW  PORTAL") and the Company has the
sole right to license the Watchow Portal to the Licensee; and

WHEREAS in conjunction with the foregoing, the Company desires to grant, and the
Licensee desire to receive, a sole and exclusive,  worldwide,  irrevocable,  and
perpetual  license,  for the use of the  Watchow  Portal in any manner  that the
Licensee's elects, all according to the terms of this Agreement.

WHEREAS  Cat4view  provides  maintenance and operation  services for the Watchow
Portal  ("THE  MAINTENANCE  SERVICES")  and in  conjunction  with the  foregoing
Cat4view wishes to transfer, and the Licensee wishes to receive, Cat4view's know
how  related  to the  Maintenance  Services  so that the  Licensee  may  provide
Maintenance  Services for the Watchow Portal on its own,  following the grant of
the license by the Company; and

NOW THEREFORE,  in consideration of the mutual  representations,  warranties and
covenants contained herein, and for other good and valuable  consideration,  the
Company,  Cat4view,  and the Licensee ("THE  PARTIES"),  intending to be legally
bound, hereby agree as follows:

1.    Definitions

"INTELLECTUAL  PROPERTY RIGHTS" includes worldwide rights, whether registered or
not, under any copyright, trademark, service mark, patent and integrated circuit
protection laws, rights in domain and sub-domain names, trade secrets, know-how,
rights  against  misappropriation  of databases  and  confidential  information,
including but not limited to technology, ideas, algorithms,  testing procedures,
structure,  interfaces,  documentation,  problem  reports,  drawings  and  other
technical, marketing and financial information.

2.    Grant of License to use the Watchow Portal

      2.1.  Upon the  terms  and  subject  to the  conditions  set forth in this
            Agreement,  the  Company  hereby  grants to the  Licensee a sole and
            exclusive, worldwide,  irrevocable, and perpetual license to use the
            Watchow  Portal  in any  manner  that  the  Licensee  desires  ("THE
            LICENSE").  Following the execution of this  Agreement and the grant
            of the License the Company  shall not use the Watchow  Portal in any
            manner,  whether by itself or by granting licenses to third parties.
            To avoid any doubt, the Licensee may make any  modifications  and/or
            transfer the Watchow Portal without any permission of the Company.

      2.2.  The Licensee shall be entitled to make,  use, sell,  offer for sale,
            lease, implement, apply for patents, adapt and otherwise exploit the
            Watchow Portal as the Licensee deems fit.

      2.3.  The Company  reserves  the right to display the Watchow  Portals for
            self-promotional  purposes  but  not  to use  it in  any  manner  or
            distribute it to third parties.

3.    Transfer of Maintenance Services' Know How

Upon the terms  and  subject  to the  conditions  set  forth in this  Agreement,
Cat4view hereby commits to transfer to the Licensee all know-how  related to the
provision of  Maintenance  Services for the Watchow  Portal so that the Licensee
may be able to provide  Maintenance  Services for the Watchow Portal on its own.
Cat4view  shall  provide all  assistance  needed by the  Licensee for such task.
Until the  Licensee  determines  that it is fully  able to  provide  Maintenance
Services by itself, Cat4view shall continue to provide Maintenance Services, and
shall support the Licensee thereafter.

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                                       2


4.    Delivery

The Company will make the Watchow  Portal  available to the Licensee  within one
day as of the  effective  date of this  Agreement  and shall supply the Licensee
with all the reasonably required support to utilize the Watchow Portal.

5.    Consideration

      5.1.  In consideration  for the License grant and the transfer of the know
            how for the Maintenance Services, the Licensee shall pay the Company
            and Cat4view  royalties of 5% of the gross  revenues  generated from
            use of the Watchow Portal, including (i) licensing agreements signed
            between the Licensee and third parties;  and (ii) Original Equipment
            Manufacturer  (OEM) agreements signed between the Licensee and third
            parties  ("THE  ROYALTIES").  The Company  shall  receive 85% of the
            Royalties  and  Cat4view  shall  receive  the  remaining  15% of the
            Royalties. The Royalties shall be calculated for every three months'
            period starting as of the date of signature of This  Agreement,  and
            paid on the 1st  day of the  month  following  the  end  every  such
            period.  Notwithstanding  the above, the maximum amount of the total
            royalties paid by the Licensee shall not exceed $2,500,000.

      5.2.  Notwithstanding  the  abovementioned  consideration  in section  5.1
            above,  the  Company may elect for itself and for  Cat4view,  at its
            sole  discretion,  to be made no  later  then  180  days  after  the
            signature  of  this  Agreement,   to  replace  the  above  mentioned
            consideration  with the issuance of shares as follows:  The Licensee
            shall cause its subsidiary,  Telem Atik Cross Media Ltd. ("TCM"),  a
            private company  incorporated under the laws of the state of Israel,
            to issue shares to the Company and Cat4view for their  nominal value
            so that  following  the  issuance  the Company  will hold 17% of the
            share  capital of TCM and Cat4view will hold 3% of the share capital
            of TCM.  The TCM  Shares  shall be issued  "as is" and the  Licensee
            gives no warranties in their regards. The licensee shall not pay the
            Company  nor  Cat4view  any  royalties,  fees or any  other  kind of
            additional  consideration  for the  grant  of the  License,  and the
            provisions of Section 5.1 shall not apply.

6.    Mutual Warranties, Representations and Indemnities

      6.1.  The  Company  represents  and  warrants  that it is the owner of all
            rights in the Watchow Portal,  Cat4view represents and warrants that
            it is the owner of all rights in the  know-how  for  Watchow  Portal
            maintenance services,  free and clear of any encumbrance,  charge or
            restriction.  The Company and Cat4view further represent and warrant
            that to their best knowledge no consent,  approval or  authorization
            of, or filing  with any public or  governmental  body is required in
            connection with the execution and delivery of this Agreement.

      6.2.  The Company and Cat4view  represent and warrant,  each  respectively
            for  Watchow   Portal  and  for  the  know-how  of  Watchow   Portal
            maintenance  services,  that they  have the sole  right to grant the
            License to the Licensee in accordance  with the terms and conditions
            set  forth  in  this  Agreement,  and  that  to  the  Company's  and
            Cat4view's best knowledge such License and the exercise thereof does
            not and will not  infringe on or  misappropriate  any third  party's
            proprietary rights as of the effective date of this Agreement.

      6.3.  The Company and Cat4view hereby  represent and warrant that they are
            not aware of any third party patent rights,  which will be infringed
            by  the  Licensee's  use  in  accordance  with  the  terms  of  This
            Agreement.

      6.4.  The Company  represents and warrants that the license of the Watchow
            Portal may involve certain risk factors, as summarized in EXHIBIT A.

      6.5.  The  Company  will  immediately  advise  the  Licensee  of any legal
            notices  served to the Company that might  reasonably be anticipated
            to affect  the  Licensee.  The  Company  shall not settle any action
            brought  against the Company,  regarding its  Intellectual  Property
            Rights in the Watchow Portal,  unless received the Licensee's  prior
            written  approval,   and  shall  coordinate  its  defense  with  the
            Licencee.

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                                       3


      6.6.  The Licensee  warrants that it shall not use the Watchow  Portal for
            illegal  purposes and that it is  authorized  and  empowered to make
            this Agreement.

      7.    Intellectual Property Rights and Other Rights

      7.1.  The Company declares that it is the owner of the Watchow Portal, its
            concept, design, brand name and website.

      7.2.  Cat4vew  declares  that it is the owner of the  know-how  of Watchow
            portal's maintenance services.

8.    Confidentiality

Each party shall treat as confidential  all information of the other party which
is confidential by its nature ("CONFIDENTIAL  INFORMATION"),  shall not use such
Confidential   Information  except  to  exercise  its  rights  and  perform  its
obligations   under  this  Agreement   herein,   and  shall  not  disclose  such
Confidential  Information  to any third party.  Without  limiting the foregoing,
each of the  parties  shall  use at  least  the same  degree  of care it uses to
prevent the disclosure of its own  confidential  information of like importance,
to prevent the disclosure of Confidential  Information of the other party.  Each
party shall promptly notify the other party of any actual or suspected misuse or
unauthorized disclosure of the other party's Confidential Information.

9.    Term and Termination

The License  under this  Agreement is perpetual and shall be in force and effect
unless terminated in accordance with the provisions of the law.

10.   Miscellaneous

      10.1. This  Agreement  binds  and  will  benefit  the  Parties  and  their
            respective  successors and assigns.  This Agreement  constitutes the
            entire  understanding  of the Parties,  supersedes all prior oral or
            written Agreements between the parties,  and may be modified only in
            writing by signature of the parties.

      10.2. No waiver of any provision of this  Agreement in any instance  shall
            for any  purpose  be deemed to be a waiver of the right of any party
            hereto to enforce strict  compliance  with the provisions  hereof in
            any subsequent instance.

      10.3. This  Agreement  shall  be  governed  and  enforced  exclusively  in
            accordance  with the laws of the  State of  Israel  in all  respects
            including its construction, interpretation and performance. The sole
            and exclusive venue for resolution of any dispute in respect to this
            Agreement  shall be in Tel-Aviv,  Israel.  If any  provision of this
            Agreement  shall be held invalid or  unenforceable,  such invalidity
            shall not affect the validity or  operation of any other  provision,
            and such invalid  provision  shall be deemed to be severed from this
            Agreement.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement


-----------------------------------     ----------------------------------------
THE COMPANY                             THE LICENSEE

by: ______________title:_____________   by: _____________title: _____________
date:                                   date:


CAT4VIEW

by: ______________title:_____________
date:

<PAGE>
                                       4


EXHIBIT A

SPECIFICATIONS OF THE WATCHOW PORTAL AND RISK FACTORS

Introduction

Watchow  is a  global  IP  (Internet  Protocol)  and TV  portal  that  offers  a
comprehensive  branded  network of  properties  and  services to  consumers  and
businesses worldwide. As an online access to the cross-media, www.watchow.com is
a leading  concept  desktop in terms of  multi-devices  access,  Personal  video
recording On Line,  household and business  cross-media  user access.  Watchow's
global brand intends to reach the largest audience  worldwide.  Watchow is a new
template for leading providers of comprehensive  online products and services to
consumers and businesses worldwide.

DETAILS

Domain Name: WATCHOW.COM

Registrar: NETWORK SOLUTIONS, INC.

Whois Server: whois.networksolutions.com

Referral URL: http://www.networksolutions.com

Name Server: NS2.AMEN.FR

Name Server: PARIS.AMEN.FR

Status: ACTIVE

Updated Date: 15-feb-2004

Creation Date: 08-apr-2003

Expiration Date: 08-apr-2005

The Pre-Made Watchow

The pre-made  Watchow is part of the Watchow  Portal.  It is a template  concept
that the Licensee can use to create its own Visual aggregations by simply adding
the  Licensee's  company  name to the frame,  through any  graphics  and players
program,  or by web development to customize the concept for the Licensee and or
for its clients.

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                                       5


INTELLECTUAL PROPERTY RIGHTS

The Watchow Portal includes all Intellectual  Property Rights related to the the
Watchow Portal. However, all marks, graphics, logos, page headers, button icons,
and  scripts  of third  parties  that  appear on Watchow  Portal's  site are the
property of their respective owners.

RISK FACTORS

Watchow concept compete with many other concept providers of online  navigation,
Web search, IP TV provider, information,  entertainment,  business, recruitment,
community, electronic commerce, and Internet access services. As Watchow expands
the scope of IP DVB TV  offerings,  the Licensee  will compete  directly  with a
greater  number of internet  sites,  media  companies,  and companies  providing
business services across a wide range of different online services, including:

      o     companies   offering   communications,   web  searches,   commercial
            searches,  information,  community  and  entertainment  services and
            internet  access  either on a stand alone basis or  integrated  into
            other products and media properties;

      o     vertical  markets  in  which  competitors  may  have  advantages  in
            expertise,   brand  recognition,   available   financial  and  other
            resources, and other factors;

      o     online employment recruiting companies; and

      o     online merchant hosting services.

In order to compete  effectively,  the Licensee  may need to expend  significant
internal  engineering  resources or acquire other  technologies and companies to
provide or enhance  Watchow  capabilities.  If Licensee is unable to maintain or
expand its customer and user base in the future, Watchow revenues may decline.