AGREEMENT

THIS agreement ("THIS AGREEMENT") is made as of February 17, 2004 by and between
Telem Atik Cross Media Ltd. (the "TCM"),  a private company  incorporated  under
the laws of the state of Israel; and Dr. Yoram Levanon ("LEVANON") i.d 008031981
and Dr. Lossos (LOSSOS) i.d.  1689380 be referred to collectively  and severally
as: the "LICENSORS").

WHEREAS,      LICENSORS  is engaged in strategy and  marketing  research and has
              developed a certain emotional matrix, which enables the definition
              of human  populations,  regarding  which it has filed for a patent
              (patent  application no.  09q534,170 in USA, the "PATENT") and has
              extensive  know how and  expertise  (the  "KNOW-HOW")  as  further
              defined in Annex A hereto (the Patent and  Know-how  collectively:
              the "INTELLECTUAL PROPERTY"); and-

WHEREAS,      Levanon is the founder and CEO of the Company; and

WHEREAS,      TCM is engaged in business of cross-media  service based solutions
              (the "FIELD"); and

WHEREAS,      The  Licensors  TCM,  Technoprises  Apros  &  Chay  Ltd.  and  its
              shareholders  have  signed  on  a  Contribution  Agreement,  dated
              February 17, 2004 (the  "CONTRIBUTION  AGREEMENT") under which the
              Licensors have agreed to contribute technology and know-how to the
              Company; and-

WHEREAS,      the parties wish to set forth in this Agreement the specific terms
              under which the Licensors will license the  Intellectual  Property
              to TCM solely for the purpose of  utilization  within the scope of
              the Field;

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

1.    LICENSE

      1.1   Relevant Intellectual Property

      Levanon & Lossos are to exclusively apply the EM upon all TCM contents and
      limited to that only (the  relevant  intellectual  property)  Advertising,
      marketing  & all else  that is not  content  shall be  provided  to TCM by
      Levanon & Lossos upon specific economic agreements to be defined.  Levanon
      & Lossos are not to be  exclusive  to TCM in any of the  matters & or puns
      that are not content.  Levanon & Lossos agree not to apply the EM upon any
      other cross-media supplier.

      1.2  The  Licensors   hereby  grant  TCM  with  a  perpetual,   worldwide,
      irrevocable,  royalty free, fully-paid and exclusive license to make, use,
      modify,  market,  perform,  distribute,  license  and  sell  products  and
      services which are or may be based on the Relevant  Intellectual  Property
      and to otherwise exploit the Relevant  Intellectual  Property with respect
      to any products or services  which the Company  develops or may develop in
      the Field (the "LICENSE").


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      1.3  Subject  to the terms  and  conditions  set forth in this  Agreement,
      following signature hereunder the Licensors shall deliver to TCM copies of
      any and all existing material required for the utilization of the Relevant
      Intellectual  Property  in the  scope of the  License,  including  but not
      limited to the materials  listed in Annex B hereto and any  documentation,
      books, ledgers, files, reports, plans and operating records related to the
      Relevant   Intellectual   Property   and  a  copy  of  the   Patent   (the
      "DELIVERABLES").

      1.4 The Licensors will provide reasonable training and assistance to TCM's
      development  team regarding the  utilization of the relevant  Intellectual
      Property with respect to TCM's cross-media platform.

2.    CONSULTING SERVICES

      Levanon, the Company and its staff agree to provide consulting services to
      TCM with respect to the Relevant Intellectual Property licensed hereunder,
      to the  extent  required  by the  Company,  and  subject to the terms of a
      consulting agreement to be mutually agreed by the parties.

3.    CONSIDERATION

      In consideration for the License hereunder the [MSR/Levanon] shall receive
      the Shares (as defined in the Frame  Agreement],  all subject to the terms
      set forth in the Agreement.

4.    REPRESENTATIONS AND WARRANTIES

      The  Licensors,  jointly and  severely,  represent  and warrant to TCM, as
      follows:

4.1   This  Agreement  has been duly  executed and delivered by the Licensor and
      constitutes a valid and binding agreement of the Licensors, enforceable in
      accordance with its terms.

4.2   There exists no  hindrance,  whether by statute,  contract,  or otherwise,
      preventing the Licensors from entering into the Agreement,  and fulfilling
      its undertakings in terms hereof.

4.3   The  Licensors are the sole owners of the Relevant  Intellectual  Property
      (including  the Patent),  free and clear of any claim,  lien,  mortgage or
      encumbrance.  The  Relevant  Intellectual  Property  does not infringe any
      third party rights.

4.4   The  Licensors  have not received  any  communications  alleging  that the
      Company has violated any of the patents, trademarks,  service marks, trade
      names,  copyrights  or trade  secrets or other  proprietary  rights of any
      other person or entity,  nor, to the best knowledge of the  Licensors,  is
      there any basis for any such communication.

5.    INDEMNIFICATION

      Each of the Parties to this Agreement  shall  indemnify and hold the other
      party  and  each of  their  directors,  officers,  employees,  affiliates,
      agents,  successors  and  assigns,  harmless  from  any  and  all  claims,
      liabilities,  obligations,  damages or  expenses  (including,  but without
      limitation,  reasonable  attorney's  fees)  arising out of a breach of the
      representations  and  warranties and covenants made by such Party which is
      contained in this  Agreement or any breach or  non-fulfillment  of, or any
      failure to perform,  any of the  covenants  or  undertaking  of such party
      which are contained in or made pursuant to this Agreement.


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6.    MISCELLANEOUS

      The terms of Sections 6 and 7 of the Contribution Agreement shall apply to
      this Agreement.



      IN WITNESS  WHEREOF,  the parties  executed this Agreement in duplicate on
      the day and year first above written.

      _____________________________     ________________________________________
      TELEM ATIK CROSS-MEDIA LTD.       DR. LAN LOSSOS


      _____________________________
      DR. YORAM LEVANON


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ANNEX A

                              EM PATENT APPLICATION

                                 SUBJECT MATTER:

Emotional  marketing  method for producing  optimum effect  marketing or optimum
effective content adjustment US patent application Serial number - 09/534,170

                                    ABSTRACT

A method  for  producing  optimum  - effect  marketing  or  content  adjustment.
Especially useful for interactive mediums. Comprising:

a)  Collecting  emotional  orientation  information  obtained  from a  potential
consumer  based on an immediate  individual  emotional  response of the consumer
according to the following emotional  orientations:  survival typc, growth type,
relaxation type, and a combination thereof:

b) Storing the emotional  orientation  information of the consumer in a personal
character  profile  record in a wherein the personal  character  profile  record
includes  a value  indicative  of the  emotional  orientation  of the  consumer,
wherein the value is one of a survival type, growth type, a relaxation type, and
a combination thereof.

c)  Determining  based on the stored  emotional  orientation  information in the
personal character profile record a predominant  tendency of the consumer toward
one of the individual emotional orientations;

d) Sorting the  character  profile  record in the  database  into at least three
clusters,  wherein each  cluster  corresponds  to a subset of character  profile
records  determined to have a predominant  tendency  toward on of the individual
emotional orientations;

e) Determining,  based on the predominant  tendency toward one of the individual
emotional  orientations  of the cluster of the character  profile  record of the
potential consumer, an appropriate content or marketing campaign directed to the
specific  cluster  including  the  personal  character  profile  record  of  the
potential consumer having a particular emotional orientation:


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                              ANNEX B: DELEVERABLES

                                 TCM - Work Plan

                         EM MODEL FOR CONTENT ADJUSTMENT

1.    The chosen fields of work are:

      a.    " VOD POOL"

      b.    "ADAPTED NEWS"

2.    "VOD POOL" - system's description

      2.1   ESSENCE

      A  collection  of videos of the high  future  view  potential  adapted  to
      personal storage

      2.2   OPERATORS

      The  operating  companies  are  content  companies  (movies,   clips,  old
      programs, news, soccer clips, cult films etc.) interested in expanding the
      products into a "for ever sale" program  directly to the clients (video on
      demand). Usually, these companies have created the films or had them shown
      in past programs as part of the news etc.


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      2.3   FINAL USERS

            2.3.1 All TV viewers looking to reminisce

            2.3.2 Secessions  are emotions.  Each of the EM types senses matters
                  differently:   love  for  GS  type  is  attached  to  constant
                  creation.  The GH attaches love to peace and calmness.  The HS
                  type  determine  love through  family frame and the HG require
                  love to be part of a landscape and culture

            2.3.3 Mostly, when we are interested in remembering, we find it hard
                  to  specifically  require  something.  Our  request is usually
                  formed in a sensational mode adjusted to our viewing habits

            2.3.4 The need is to reactivate the clip/excerpt according to: type,
                  sensations,  VOD  field,  topic,  time  of  recording,  people
                  connected to the recording etc.

            2.3.5 The user will receive answers  reactivated  according to these
                  as well as their  personal  profile.  The answers  will adjust
                  themselves to the profiles indication existing upon the PC, TV

            2.3.6 Each answer will be presented  by a title and a short  summary
                  (perhaps) written in the language of the specific EM profile


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      2.4   VOD MEDIUMS

      The main mediums are the TV and the Internet. Later, a further medium will
      be presented - the cellular

      2.5   SYSTEM

            2.5.1 The system consists of:

            a.    A collection of clips categorized according to:

            -     Topics, timing, participants

            -     Emotions (described by words)

            -     EM profile (performed either automatically or in hand mode)

            b.    Customers requests / demands

            c.    EM viewer's analysis (questionnaire) - helps better reactivate
                  clips (exists only in customers hands)

            d.    An EM learning model  performed  according to past choices (an
                  alternative  to c. exists in customers  hands and in the hands
                  of  a  panel   analyzing   the  chosen   content  for  further
                  improvement)

            e.    A connection  between the client's  system (TV,  Internet) and
                  the POOL from which the clips are chosen  from  (according  to
                  the profile)

            f.    An  assisting  model to "semi  automatically"  select the VOD,
                  adjusted to the most relevant segment

            g.    A dictionary of EM languages

            h.    An "automatic  translator"  mechanism for  translating  one EM
                  language to an-other

            i.    A dictionary of EM pictures,  colors, music, to be attached to
                  the VOD

            j.    Media adjustment (digital TV, Internet, Cellular)

            2.5.2 the system will be operated  according to 8 profiles  when for
                  each of the G S H criterions  there will be a two level scale:
                  high and low. The  "automatic  translator"  will be based upon
                  the latter (for example:  emotions will be  represented by the
                  three  criterions  when a shift in the value  will  change the
                  consistency of the emotion and its manner of presentation


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            2.5.3 VOD's categorization

            a.    A clip will be shown.  The  answers  to a given  questionnaire
                  will  determinate  the  suitability  to the  various G H S and
                  thus, to the profiles

            b.    The categoriser  will decide to which profile the clip is most
                  suitable  and to  which  the  least.  The  metrical  log  will
                  determine the profile's suitability

            2.5.4 the VOD "keying" and description will be performed as follows:
                  each  clip  will  be  described  (by  a  given  basic  scheme)
                  according to the preferred EM profile language

            2.5.5 an automatic  translator will shift the descriptions  from one
                  Profile language to an-other (only close emotional languages)

            2.5.6 Billing tools are also required

      2.6   OTHER COMPANIES IN GROUP

            2.6.1 VOD POOL - with ANY  SERVICE - ANY  CONTENT -  ANYWHERE  - ANY
                  TIME

            2.6.2 combining the system with various  mediums  (mostly TV) of the
                  Interactive TV Group


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            2.6.3 media adjusted with PROXIMED

3.    "ADAPTED NEWS"

      3.1   ESSENCE

      Real time news supply,  analysis  according to needs and  requirements and
      presentation  suitable  for optimal  receiving  (pleasure,  understanding,
      further knowledge etc.)

      3.2   OPERATORS

      Mostly news channels,  Internet and cellular Companies. The system enables
      to edit the news in 8 manners with no extra  investments,  while bettering
      the  response  of the  viewers.  At this stage the system is meant for the
      Real Time  viewers by offering  titles (low and medium  complex  ability).
      Further, it will also be used for the TV and radio mediums

      3.3   FINAL USERS

      Those  interested in receiving  data on what matters to them and interests
      them in an "Almost Real Time" manner while  presented  (words and visuals)
      suitable to their optimal understanding and maximal pleasure

      3.4   SYSTEM

      This system is very similar to the VOD POOL system but the  processes  are
      different


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      a.    The editing process must be immediate for the "immediate"  cliental.
            At this stage it will be an automatic analysis for the main cliental
            performed according to a "computerized rule book"

      b.    The less immediate client's profile will be done in a similar way to
            the VOD POOL system, but faster

4.    THE AGREEMENT

      The  agreement  frame  is not  related  to  the  marketing  &  advertising
      applications. In this EM the know how field will be developed and marketed
      by Levanon and Lossos independently,  but if & when it is applied upon one
      of TCM's clients, TCM will get 5% commission.


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