EXHIBIT 10.1

                             JOINT VENTURE AGREEMENT

THIS JOINT VENTURE  AGREEMENT (this  "AGREEMENT") is made and entered into as of
this 1st day of June 2004, by and between Netfun Ltd., a company organized under
Israeli law and registered as company no. 513039982 (hereinafter  "Netfun"),  on
the first  part;  and Zone 4 Play Inc.  a company  organized  under  Nevada  law
(hereinafter "Z4P") on the second part;

(Netfun and Z4P hereinafter  each referred to as a "PARTY" and jointly  referred
to as the "PARTIES").

WHEREAS:    Netfun has  developed a  proprietary  technology  suite known as MiX
            which  includes  software and hardware  components and which enables
            the seamless integration of various communication  standards,  which
            include among others, mobile entertainment, online TV interactivity,
            message board and lottery etc.; and

WHEREAS     Z4P develops gaming software  solutions for web, mobile phone and TV
            applications;

WHEREAS     In appreciation  of the potential  synergy between the activities of
            the  Parties,  the parties  wish to set up a joint  venture  through
            which  to  pursue  projects  jointly,  primarily  in  the  field  of
            marketing, deployment and support of the MIX TV system; and

WHEREAS:    The  Parties  wish to set  forth  in  this  Agreement  their  mutual
            understandings  in  respect  to  the  establishment,  financing  and
            operation of the said activity,  and their rights and obligations in
            respect thereof;



NOW THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:



1.    GENERAL

1.1   The preamble and Exhibits to this  Agreement  constitute  an integral part
      thereof.

1.2   The titles and subtitles in this  Agreement are for  convenience  purposes
      only and shall not be used for the interpretation thereof.

2.    ESSENCE OF AGREEMENT

      The Parties shall establish a company limited by shares and liability,  as
      provided  in Section 3  hereunder  (the  "COMPANY")  for the  purposes  of
      marketing,  deployment  and  support  of the  MIX TV  system  and  further
      exploitation of the Netfun IP as defined herein (the "BUSINESS").

3.    THE COMPANY

3.1   ESTABLISHMENT

      3.1.1 The Parties shall  establish and thereafter  register the Company in
            Israel  under the name to be agreed  upon  between  the  Parties and
            approved by the Companies Registrar.

      3.1.2 The Parties may consider establishing subsidiary companies inside or
            outside  of  Israel  or  transferring  part or all of the  Company's
            Business activities to a foreign jurisdiction and/or entity.

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              SHARE CAPITAL

      3.1.1 The registered and issued share capital of the Company shall consist
            of common  stock,  each  share of common  stock  being  equal in all
            respects and bearing those rights specified hereunder in Section 3.5
            (herein  referred to as "COMMON STOCK" or "ORDINARY  SHARES").  Upon
            the establishment and registration of the Company,  each party shall
            be entitled to an equity holding in Common Stock, as follows:

            Netfun - 20% (twenty percent). Z4P - 50.1%(fifty point one percent).
            29.9% to Adv. Avi  Abramovich,  in trust for Netfun,  which shall be
            released to Netfun upon the achievement of the milestones set out in
            Section 3.1.2.

      3.1.2 Notwithstanding  the  above,  it is  hereby  agreed  that  upon  the
            achievement  by the Company of the  following  milestones,  Adv. Avi
            Abramovich  shall  transfer to Netfun  additional  Company  Ordinary
            Shares, which shall at the time of issuance, afford Netfun, together
            with the  shareholding  issued to Netfun under  section 3.1.1 above,
            but excluding  the ESOP under  Section  3.1.3  hereto,  49.9% of the
            outstanding Company shares, on a fully diluted basis:

            3.1.2.1  Milestone  A - upon the Company  reaching  its  operational
                  break-even point, i.e. the point at which current expenses are
                  equal to  current  revenues  (and  losses  cease to  increase)
                  consistently over a period of no fewer than three (3) months ,
                  10% of the Company's  shares held in trust by Adv.  Abramovich
                  will be released and transferred to Netfun.

            3.1.2.2 Milestone B - upon repayment to Z4P of all the sums provided
                  to the Company as a  shareholders  loan, as per Sections 3.6.3
                  and 3.7.4.2  hereunder - the remaining  19.9% of the Company's
                  shares held in trust by Adv.  Abramovich  will be released and
                  transferred to Netfun.

      3.1.3 The Company shall allocate to an Employee Stock Option Pool a number
            of shares equal to 10% of the  Company's  outstanding  shares at the
            time of  incorporation.  The pool shall be  subject  to an  Employee
            Stock  Option  Plan  ("ESOP")  which  shall be  administered  as the
            Company  management  sees fit,  and shall  include  compensation  on
            account of brokerage  fees in relation to the  relationship  between
            the parties.  Without derogating from the above, it is hereby agreed
            that until the  occurrence  of the earlier of the  following  events
            (each  shall be  referred  to as an  "ESOP  INITIATION  EVENT")  the
            Company  shall not adopt or actively  administer  the ESOP and shall
            not  issue  any  option or  securities  as part of the ESOP:  (i) an


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            investment or other  financing  transaction  in the Company in which
            the proceeds actually  transferred to the Company are at least equal
            to the amount equal to the amount of financing made available to the
            Company until such time by Z4P as per Section 3.6 hereunder; (ii) an
            Initial  Public  Offering of the Company's  shares;  or (iii) an M&A
            transaction.   Immediately  prior  to  the  occurrence  of  an  ESOP
            Initiation  Event,  the  Company  shall  adopt the ESOP and make the
            grants  thereunder.  Until the ESOP  Initiation  Event  occurs,  any
            undertaking of the Company to grant options or shares to an employee
            or consultant of the Company,  or to a third party on account of the
            brokerage fees payable by the parties,  as provided above,  shall be
            subject to the provisions set forth above.

      3.2   SHAREHOLDERS MEETINGS

            3.2.1 The legal quorum  required for the convening of a shareholders
                  meeting shall be one or more shareholders  representing  alone
                  or together  more than 50% of the voting power in the Company.
                  In  the  event  that  legal   quorum  is  not   present,   the
                  shareholders  meeting will be postponed  and take place 7 days
                  later at the same place and time (a "Postponed Meeting").

            3.2.2 Other than those  resolutions  specified  hereunder in Section
                  3.4 requiring a special  majority of one or more  shareholders
                  representing  alone or  together  more than 75% of the  voting
                  power in the Company (a "Special  Majority"),  resolutions  at
                  any shareholders  meetings shall be approved by shareholder(s)
                  representing   the   majority   voting   power   at  any  such
                  shareholders meeting.

            3.2.3 Written notice stating the place, day and hour of each meeting
                  of the  Company's  shareholders  shall be given  not less than
                  seven (7) before the date of the meeting, by mail, personally,
                  or by  other  means  of  written  communication  and  must  be
                  provided to each  shareholder at his address  appearing in the
                  Company's records.

            3.2.4 A shareholders  meeting may be held without convening,  and by
                  alternative  means of  communication,  all as  provided in the
                  Company's Articles of Association.

      3.3   MANAGEMENT OF THE COMPANY

            BOARD OF DIRECTORS ("BOD")

            3.3.1 The  Company's  BOD shall  consist of up to 4 Directors  to be
                  appointed  as  provided  herein:   Until  the  achievement  of
                  Milestone B, as provided in Section  3.1.2.2 above,  Z4P shall
                  be entitled to appoint 2 (two) directors to the Company's BOD,
                  and Netfun  shall be entitled  to appoint 1 (one)  director to
                  the Company's BOD.  After the  achievement of Milestone B, Z4P
                  and Netfun shall each be entitled to appoint 2 (two) directors
                  to the Company's BOD.



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            3.3.2 The right to appoint a director  includes  the right to remove
                  any appointed director or to appoint an alternate director.

            3.3.3 The legal  quorum for the  convening of the Board of Directors
                  shall be the majority of the appointed Directors.

            3.3.4 Other  than  those  resolutions,  as  specified  hereunder  in
                  Section 3.4, which require the consent of 75% of the Company's
                  appointed   directors   (a  "BOD   Special   Majority"),   all
                  resolutions in the Board of Directors meetings shall require a
                  majority  vote  of the  Directors  then  present  at any  such
                  meeting.

            3.3.5 Without  derogating  from any  powers  vested  in the Board of
                  Directors  by  virtue  of the  prevailing  law,  the  Board of
                  Directors  shall be responsible  for determining the Company's
                  policy, and supervising its execution.

      3.4   SPECIAL RESOLUTIONS

            The  following  resolutions  shall  require,  as the  case may be, a
            Special Majority vote of the Company's  shareholders (as provided in
            Section 3.2.2) and/or a BOD Special Majority (as provided in Section
            3.5.7). It is hereby agreed that resolutions regarding the following
            matters will be made by the parties in good faith.

            3.4.1 A  material  change in the  Business  of the  Company,  or the
                  entering into new businesses and activities;

            3.4.2 Any change in the Company's  association  documents  affecting
                  (i) the Company's  share capital;  (ii) the rights attached to
                  the Company's Shares;  (iii) the right to appoint directors as
                  provided  herein;  (iv) the  majority  required  to change the
                  provisions stated in this Section;

            3.4.3 Any change in the Company's capital, including the issuance of
                  new  securities of any kind or class or  undertaking to do any
                  of the same;

            3.4.4 A merger,  consolidation  or  acquisition  of the Company,  or
                  otherwise   sale,   lease   or  other   disposal   of  all  or
                  substantially all of the Company's assets;

            3.4.5 Any  transaction   other  than  such   transactions  that  are
                  preformed in the Company's ordinary course of business

            3.4.6 Transaction with any officer,  director,  shareholder or other
                  interested  party of any  other  party  related,  directly  or
                  indirectly, to any of them;

            3.4.7 Liquidation, dissolution or winding up of the Company

            3.4.8 Any resolution  requiring additional  contributions,  funds or
                  guarantees of the Parties.



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            3.4.9 Any  change in the  Company's  signatory  rights,  other  than
                  replacement  of  individuals  in compliance  with the terms of
                  section 3.7.3 herein.

      3.5   RIGHTS ATTACHED TO SHARES:

            The Articles of  Association  of the Company  shall provide that the
            Company's  Common Stock shall confer upon the holders  thereof those
            rights as mutually agreed between the Parties.

      3.6   FINANCING

            3.6.1 Z4P hereby  undertakes  to provide the Company an amount equal
                  to NIS 61,000 per month (plus  applicable VAT,  subject to Z4P
                  receiving an invoice)  (the "MONTHLY  WORKFORCE  EXPENDITURE")
                  for a period  of twelve  (12)  months  to be  expended  by the
                  Company on employee salary and other employee costs during the
                  initial 12 months of activity of the joint venture (the "TOTAL
                  WORKFORCE  EXPENDITURE"),  and as further detailed in the work
                  plan to be adopted by the Company.  The  commencement  date of
                  activity shall be June 1, 2004. Z4P shall transfer the Monthly
                  Workforce Expenditure for the first month of activity, on June
                  5th, 2004.

                  Unless the  Agreement  is earlier  terminated  under the terms
                  hereof,  Z4P shall  transfer to the Company an amount equal to
                  WORKFORCE  EXPENDITURE on the 5th day of each subsequent month
                  for the following 11 months,

            3.6.2 Z4P undertakes to provide the Company office space,  overhead,
                  bookkeeping  and  legal  services  and  related  costs for the
                  functioning  of the Company (the  "SUPPORT  SERVICES")  for an
                  initial 12 month period from the initiation of activity by the
                  Company.  The  reasonable  expenses  in  providing  the  above
                  Support Services (the  "OPERATIONAL  COSTS") shall be provided
                  at arms length  terms and shall be  accounted  for in writing.
                  Z4P  shall  issue an  invoice  to the  Company  regarding  the
                  Operational  Costs once a quarter,  and the Company  shall pay
                  Z4P the VAT on the Operational Cost following  receipt of such
                  invoice.

            3.6.3 The funds advanced to the Company as Workforce Expenditure and
                  Operational  Costs shall be deemed a shareholders  loan by Z4P
                  and shall be repaid to Z4P from the first profits available to
                  the Company.

      3.7   WORK PROCEDURES

            3.7.1 WORK-PLAN.  Upon the signing of this Agreement, or at any such
                  other time to be  mutually  agreed  between the  Parties,  the
                  Parties shall  approve the Company's  work plan and budget for
                  its first 18 months of activity.



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            3.7.2 EMPLOYEES.  The Company shall initially  employ Haim Cario and
                  Guy  Ben-Dov on a full time basis and Yaacov  Buchmitzky  on a
                  50% basis.  Thereafter , the Company  shall employ such number
                  of employees as deemed necessary to conduct the Business,  and
                  as shall be approved by the Company's BOD.

            3.7.3 BANK  ACCOUNT  &  SIGNATORY  RIGHTS.   Immediately  after  the
                  establishment  of the Company,  the Company  shall open a bank
                  account with a bank to be agreed upon between the Parties. The
                  Company signatory rights shall be as follows:

                           For payments of up to NIS10,000,  and for payments of
                           salary to the Company's employees,  the Company's CEO
                           together with Z4P's CFO; and

                           For payments exceeding NIS10,000 (other than payments
                           of  salary  to the  Company's  employees),  Z4P's CFO
                           together with Z4P's CEO.

                  Each of the  Parties  shall  have  the  right to  replace  the
                  individual  associated  with such Party  bearing the signatory
                  rights hereunder.

            3.7.4 DISTRIBUTION OF PROFITS.  Unless otherwise  mutually agreed by
                  the Parties,  any profits  generated  by the Company  shall be
                  distributed  to  the  Company's  shareholders  on a  quarterly
                  basis, pro rata to their respective holdings in the Company at
                  that time and subject to the  following,  and in the following
                  order of priority:

                  3.7.4.1 Only such profits beyond the working capital  required
                        for the  day-to-day  operation of the  Business  will be
                        distributed,  such working  capital to be  determined by
                        Company's BOD, or in the absence of such  determination,
                        such  working  capital  shall be equal to the average of
                        the previous 4 month operating expenses of the Company;

                  3.7.4.2 Profits  shall be  distributed  first to Z4P up to the
                        aggregate  amount  of the funds  advanced  by Z4P as per
                        Section 3.6.  above,  including  linkage to the consumer
                        price index and interest at a rate of 8%;

                  3.7.4.3 After the profits  distributed  to Z4P, as per Section
                        3.7.4.2  above,  have restored all funds advanced by Z4P
                        as per Section 3.6 above,  the profits for  distribution
                        shall be  distributed at the ratio of 40% to Z4P and 60%
                        to Netfun,  until to the receipt by Netfun of profits in
                        a sum  equal  to the  sum  paid  to  Z4P as per  section
                        3.7.4.2 above, in consideration of the development costs
                        of the Netfun IP;


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                  3.7.4.4 After the receipt by Netfun,  as per Section  3.7.4.3,
                        of  profits in a sum equal to the sum paid to Z4P as per
                        section  3.7.4.2;  profits shall be  distributed  to the
                        Company's  shareholders  pro  rata to  their  respective
                        holdings in the Company at that time.

      4     PARTIES' CONTRIBUTION TO THE COMPANY

      Each Party  undertakes to provide the following  services and contribution
to the Company:

            4.1   Netfun

                  4.1.1 Transfer of the Netfun  intellectual  property  ("NETFUN
                  IP") as further  detailed in the IP Schedule  attached to this
                  Agreement as Attachment A.

                  4.1.2 Make  available to the Company all the assets  currently
                  utilized  by  Netfun  in the  course  of  development  and the
                  provision  of services,  including  software,  PC's,  Servers,
                  agreement with -YTV, sales pipeline, etc.

            4.2   Z4P

                  4.2.1  Provision of the Financing and Support  Services as set
                  out in Section 3.6 above.


                  4.2.2  Assistance in the marketing of the Company products and
                  services  to Z4P  customers,  and  inclusion  of  the  Company
                  products  and  services  in the  Z4P  website  and  all  other
                  promotional and marketing material.

                  4.2.3  Assistance and cooperating in the servicing of clients,
                  including pre sale and after sale.

5     RESERVATION OF RIGHTS

      Subject to the Netfun  right to the Netfun IP under  Section 7, and unless
      expressively  agreed  otherwise and in writing,  all and any  intellectual
      property  rights,  copyrights,   trademarks,   trade  secrets,  and  other
      proprietary  rights  of  any  kind  in  respect  to or  connection  to the
      Company's  Business  or assets  (tangible  and  intangible)  developed  in
      connection  to the  Company  Business  shall  exclusively  remain with and
      belong to the Company.


6     CONFIDENTIALITY & NON COMPETITION

      6.1   CONFIDENTIALITY.  Subject to regulatory disclosure requirements, the
            Parties  hereto shall treat all matters  relating to this  Agreement
            and the Business, with absolute confidentiality, and unless mutually
            agreed  by the  Parties  or  otherwise  required  by law,  shall not
            disclose  any  information  related  thereto  to  any  third  party.
            Furthermore  each Party shall ensure that that any person  acting on
            their behalf shall also be bound by such confidentiality.

      6.2   NON-COMPETITION.  The Parties  hereby  undertake that for as long as
            they are a shareholder  in the Company or providing  services to the
            Company,  they  shall  not  engage  in any  way or  manner,  whether


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            directly or  indirectly,  (including  provision of any management or
            consulting   services)  in  any  activity  or  business  similar  or
            competing  with the  Company's  activity or  business.  It is hereby
            understood that a breach of this commitment is a fundamental breach,
            and in  addition  to any remedy the  Company or the other  Party may
            have against the breaching  party,  the Company shall be eligible to
            attach and /or set off and/or  garnish  any  rights  such  breaching
            party may have towards the Company.



7     CESSATION OF BUSINESS ACTIVITIES OF THE COMPANY

      7.1   Upon  completion of the initial 12 month period from the  initiation
            of activity by the Company,  or such other time mutually  acceptable
            to the Parties, the Parties may mutually agree to cease all business
            activities of the Company,  whereupon the Netfun IP  transferred  to
            the Company under the terms of this  Agreement  shall be immediately
            transferred to Netfun, subject to a first priority security interest
            in favor of Z4P in an amount  equal to the funds  advanced by Z4P to
            the Company and to be returned as provided in Section 3.7.4.2 above,
            in whole or in part, which have not been repaid to Z4P at such time.
            Z4P shall be entitled to register a first  charge on the said Netfun
            IP, provided however that all costs and expenses associated with the
            registration of the said charge are borne by Z4P.

      7.2   Either  Party  shall be entitled  to  purchase  the  interest in the
            Company of the other Party under the following terms and conditions.
            If a Party (the "Offeror")  makes an offer (the "Offer") to purchase
            the interest in the Company of the other Party (the "Offeree") for a
            stated price (the "Offer Price"):

            7.2.1 If the Offer is made during the first year of this  Agreement,
                  the Offeree  shall have the right to purchase  the interest of
                  the  Offeror  at a per share  price  equal to 70% of the Offer
                  Price;

            7.2.2 If the Offer is made during the second year of this Agreement,
                  the Offeree  shall have the right to purchase  the interest of
                  the  Offeror  at a per share  price  equal to 80% of the Offer
                  Price;

            7.2.3 If the Offer is made during the third year of this  Agreement,
                  the Offeree  shall have the right to purchase  the interest of
                  the  Offeror  at a per share  price  equal to 90% of the Offer
                  Price;

            7.2.4 If the  Offer  is  made  during  any  subsequent  year of this
                  Agreement,  the Offeree  shall have the right to purchase  the
                  interest  of the  Offeror  at a per share  price  equal to the
                  Offer Price.


8     REPRESENTATIONS OF THE PARTIES

      8.1   MUTUAL. Each Party hereby represents, covenants, and warrants to the
            other that: (i) it has the power to enter into this Agreement and to
            grant  the  rights   granted   herein  and  otherwise   perform  its


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            obligations  hereunder;  (ii) it is not a party to any  agreement or
            understanding  and knows of no law or regulation that would prohibit
            it from entering into and  performing  this  Agreement or that would
            conflict with this Agreement; and (iii) this Agreement constitutes a
            legal,  valid, and binding obligation of each Party,  enforceable in
            accordance with its terms.


      8.2   BY NETFUN.  Netfun  represents and warrants to Z4P that: (i) it owns
            or has  sufficient  rights in and to the Netfun IP to  transfer  the
            Netfun IP to the Company and to perform its  obligations  hereunder,
            and  Netfun  has  secured   all   necessary,   licenses,   consents,
            authorizations  and  waivers  for  the use of the  Netfun  IP by the
            Company as contemplated  by this Agreement;  (ii) to the best of its
            knowledge there are no adverse or conflicting claims(s) with respect
            to  Netfun's  rights in the Netfun  IP;  (iii) the  Company  will be
            operated in compliance with all applicable  governmental laws, rules
            and  regulations  during  the  Term;  and  (iv)  to the  best of its
            knowledge the Netfun IP and any other content or materials  provided
            by Netfun to the Company in  connection  with this  Agreement do not
            and will not  infringe  upon or  otherwise  violate  any  copyright,
            trademark, trade secret, patent, invention, privacy, non-disclosure,
            or other intellectual property rights of any third party.

9     MISCELLANEOUS

      9.1   SUCCESSORS  AND  ASSIGNS:  Except as  otherwise  expressly  provided
            herein,  the provisions hereof shall inure to the benefit of, and be
            binding  upon,  the  successors,  assignees,  heirs,  executors  and
            administrators  of the parties  hereto.  No assignment  will be made
            except with a transfer of the shares or as provided above in Section
            3.1.2.   Notwithstanding   the  above,   it  is  agreed   that  once
            incorporated, the Company shall be joined as party to this agreement
            and the terms of this agreement shall be binding upon it.

      9.2   ENTIRE AGREEMENT;  AMENDMENTS:  This Agreement  constitutes the full
            and entire  understanding  and  agreement  between the parties  with
            regard to the subject matters hereof and thereof and shall supersede
            all prior agreements and  understandings  relating thereto.  Neither
            this  Agreement  nor  any  term  hereof  may  be  amended,   waived,
            discharged or terminated  except by an instrument in writing  signed
            by the parties hereto.

      9.3   DELAYS OR  OMISSIONS:  No delay or omission  to exercise  any right,
            power or remedy,  upon any breach or default  under this  Agreement,
            shall  impair  any such  right,  power or remedy of such  holder nor
            shall it be  construed to be a waiver of any such breach or default,
            or an  acquiescence  therein,  or of any  similar  breach or default
            thereafter occurring.

      9.4   DISPUTES.  The Parties  shall make their best efforts to resolve any
            dispute arising in respect to or connection with this Agreement, its
            interpretation,  execution,  performance or any other issue relating
            to the  Business  and/or  affecting  the  Parties  hereto,  or their
            relationships,  in an  amicable  manner.  The courts of the State of
            Israel shall determine any such dispute that remains un-resolved.

      9.5   GOVERNING LAW. Any dispute  arising in respect to or connection with
            this Agreement,  its interpretation,  execution,  performance or any


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            other issue  relating to the Business  and/or  affecting the Parties
            hereto, or their relationships, shall be governed exclusively by the
            laws of the State of Israel.

      9.6   WAIVER OF DEFAULt:  No waiver with  respect to any breach or default
            in the  performance  of any  obligation  under  the  terms  of  this
            Agreement  shall  be  deemed  to be a  waiver  with  respect  to any
            subsequent  breach or  default,  whether  of  similar  or  different
            nature.  Any  waiver,  permit,  consent or  approval  of any kind or
            character  on the part of any holder of any breach or default  under
            this  Agreement,  or any  waiver  on the part of any  holder  of any
            provisions or conditions of this  Agreement  shall be effective only
            if made in writing and only to the extent  specifically set forth in
            such writing. All remedies, either under this Agreement or by virtue
            of law or otherwise afforded to any holder,  shall be cumulative and
            not alternative.

      9.7   RIGHTS;  SEVERABILITY:  In case any provision of the Agreement shall
            be invalid,  illegal or  unenforceable  the  validity,  legality and
            enforceability  of the remaining  provisions shall not in any way be
            affected or impaired thereby. The parties hereto shall be obliged to
            draw up an arrangement in accordance with the meaning and the object
            of the invalid provision.

      9.8   COUNTERPARTS.  This  Agreement  may be  executed  in any  number  of
            counterparts,  each of which shall be deemed an original  but all of
            which together shall constitute one and the same instrument.

      9.9   PUBLICITY.  The Parties hereto shall not issue,  and shall cause any
            other person  acting on their  behalf any public  statement or press
            release concerning this transaction without the other Parties' prior
            written  approval to the  issuance of any such  statement or release
            and to the substance and form of any such statement or release.

      9.10  NOTICES: All notices and other communications  required or permitted
            to be  given or sent  hereunder  shall be in  writing  and  shall be
            deemed to have been sufficiently given or delivered for all purposes
            if mailed by  registered  mail,  sent by fax or delivered by hand to
            the respective addresses detailed herein until otherwise directed by
            notice  as  aforesaid.  All  notices  shall be  deemed  to have been
            received:  (i) within five (5) business  days  following the date on
            which it was deposited postage prepaid; (ii) within one (1) business
            day after it was transmitted by fax and  confirmation of receipt has
            been  obtained;  and (iii) if  delivered  by hand shall be deemed to
            have been received at the time of actual receipt.



IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement in one or
more counterparts as of the date first above-mentioned.



      ----------------                  -----------------
           NETFUN                               Z4P



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