Sample Business Contracts

Asset Purchase Agreement [Amendment] - Point Match Ltd. and MatchNet (Israel) Ltd.

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DATED: 7 January 2004


            Point Match Ltd. company organized and existing under the laws of
            Israel (company number 51-287406-6), having its principal place of
            business at Raul Wallenberg 2, Tel Aviv, Israel ("SELLER"), and

            MatchNet (Israel) Ltd., a company organized and existing under the
            laws of Israel (company number 51-3458273), having its principal
            place of business at 22 Maskit St., Hertzella 45733 Israel

            Together, Seller and Purchaser are "PARTIES" and each is a "PARTY."


A.          The Parties have entered into an Asset Purchase Agreement dated 27
            November 2003 (the "APA"); and

B.          The Parties wish to amend the APA with respect to certain matters as
            set forth below.

NOW THEREFORE, the parties hereby agree as follows:

1.    The Amendments

      The parties agree that the APA will be amended as follows:

      1.1   Section 1.4 will be amended and will read as follows: "Closing Date"
            means the 16th January, 2004.

      1.2   Section 6.3 will be cancelled and deleted.

      1.3   Section 3.3 will be added which will read as follows:

            The Escrow amount together with any interest accrued on it will be
            transferred by the Escrow Agents to the Seller on the 7th of
            January, 2004. The Escrow Agents will transfer out of the Escrow
            Amount an amount of 125,000USD, which will be paid directly to Bank
            Ozar Hachyal against a confirmation, which is mentioned in section
            6.5 to the APA. The Parties shall sign an instruction letter to the
            Escrow Agent which reflects the aforementioned actions with respect
            to the Escrow Amount in the form attached hereto as EXHIBIT A.

      1.4   Section 5 will be amended by adding the words: "On the Closing Date"
            before the sentence which begins with the words "The Purchaser shall
            reimburse Seller".

      1.5   Section 6 will be amended by replacing the figure "12:00" with the
            figure "09:00".

2.    Completion of Due Diligence Examination.

      The Purchaser hereby confirms that taking into account the changes made to
      the APA under this Amendment and the changes to the USA APA the due
      diligence examination conducted pursuant to Section 9 of the APA was
      completed to its satisfaction.

3.    Database

      3.1   The parties will sign and escrow letter agreement according to which
            the Seller will deliver Adv. Eitan Shmueli, acting as an escrow
            agent for the benefit of both parties, a CD which contains a copy of
            the Database (as defined in the APA) (the "ESCROWED CD"), in the
            form attached hereto as EXHIBIT B (the "CD ESCROW LETTER").

      3.2   For the avoidance of doubt, in the event the Escrowed CD will be
            returned to the Seller According to the CD Escrow Letter, Purchase
            shall not be entitled to the return of the Escrow Amount solely by
            the virtue of such event.

      3.3   The delivery of the Escrowed CD will not relieve the Seller from its
            obligation to deliver to The Purchaser a CD with the Data Base under
            section 6.2 of the of the APA.

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4.    Validity of the APA

      4.1   All other stipulations of the APA will remain valid and in full
            force and effect.

      4.2   In case of contradiction between the stipulations of this Addendum
            and the APA the stipulation of this Amendment will prevail

5.    Miscellaneous

      5.1   This Amendment is made in accordance with the terms and provisions
            of Section 21 to the APA

      5.2   Sections 21 - 29 to the APA will apply to this Amendment mutatis

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date hereof.

POINT MATCH LTD.:                          MATCHNET (ISRAEL) LTD:

By:  /s/ Nadav Palti and Zion Madmon       By:    /s/ Joe Shapira
    ---------------------------------          ---------------------------------

Name: Nadav Palti and Zion Madmon          Name: Joe Shapira

Title: Chairman, CEO                       Title: Chariman

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                                    EXHIBIT A

7 January 2004

To:              Adv. Erez Aharoni, Adv. And/or Adv. Shy Baranov
                 52A Hayarkon Street
                 Tel Aviv, Israel

Dear Sirs,


Reference is hereby made to a certain escrow letter dated November 27, 2003
signed by Point Match Ltd. and MatchNet (Israel) Ltd. (the "ESCROW AGREEMENT")
which appoints you as an Escrow Agent (as such term is defined in the Escrow

1. The undersigned hereby irrevocably instruct you as follows:

Notwithstanding Section 6.1 to the Escrow Agreement, to pay the Escrowed Assets
(as such term defined in the Escrow Agreement, i.e. US$2, 000,000 and any
interest accrued thereon) as follows:

1.1   An amount of US$125,000 to account no. 37889, under the name of Point
      Match Ltd., branch no. 354, Ramat Hahayal, at Bank Otzar Hahayal.

1.2   The balance of the Escrowed Assets to Point Match Ltd. According to its

2. Upon the release of the Escrowed Assets as instructed above, Section 6.4 to
the Escrow Agreement shall apply.

3. This letter of instructions is made pursuant to Section 9 to the Escrow

Yours faithfully,


   By:                                  By: ______________________________
       ---------------------------      Nadav Palti, Chairma
   Joe Shapira, CEO                     Zion Madmon, CEO

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                                    EXHIBIT B

7 January 2003

To:   Adv. Eitan Shmueli
      33 Jabotinski Street
      Raman Gan, Israel

Dear Sir,

ASSET PURCHASE AGREEMENT - Point Match Ltd. and MatchNet (Israel) Ltd. - Escrow

This letter refers to an Asset Purchase Agreement dated November 27, 2003 by and
among Point Match Ltd. and MatchNet (Israel) Ltd. (the "APA") and relates to a
copy of the Database which should be delivered to the Purchaser pursuant to
Section 6.6 to the APA. Words defined in the APA shall have the same meaning in
this letter unless the context otherwise requires.

1.    The Seller and the Purchaser have agreed that notwithstanding Section 6.6
      to the APA, the Seller will deliver a CD which contains the copy of the
      Database ("ESCROWED CD") to you, as an escrow agent, to be held in escrow
      for the benefit of the Seller and the Purchaser pursuant to the
      instructions below. This letter sets out the instructions to you as escrow
      agent ("ESCROW AGENT") in relation to the Escrowed CD.

2.    You shall not use the Escrowed CD or any part of its content in any manner
      whatsoever, including but not limited to any transfer of the Escrowed CD
      or any part of its content to any third party (including the Purchaser).

3.    You shall use best reasonable efforts to keep the Escrowed CD and all
      information it contains in complete confidence.

4.    You shall release the Escrowed CD as follows:

4.1   To Purchaser, on The Closing upon the receipt of a notice signed by
      Purchaser and Seller stating that the Closing of the transaction described
      in the APA has occurred.

4.2   To Seller, two (2) business day after receiving a letter from the Seller
      stating that the Closing has failed or the date due for the Closing has
      elapsed and the Closing was not executed subject that you have not
      received a letter from the Purchaser stating that you are not allowed to
      transfer the Escrowed CD to the Seller.

4.3   If you have received the letter mentioned under section 4.2 from the
      Purchaser under no circumstances, unless directed to by written
      instructions executed by the Seller and the Purchaser, or ordered by a
      court of competent jurisdiction, you shall transfer the Escrowed CD to

5.    This letter may be modified or amended only with the prior written consent
      of the Purchaser and the Seller which modification or amendment shall take
      effect accordingly.

6.    Any notice required to be given by you shall be in writing and effective
      when delivered by messenger, or sent by registered or certified mail, or
      facsimile transmission, to the Purchaser or Seller (as appropriate) at its
      address for service as specified in the APA or such other address as such
      person may have furnished to you and to the other party in writing. Any
      notice sent or delivered other than by registered or certified mail shall
      also be sent by registered or certified mail.

7.    This letter and its validity, construction and performance shall be
      governed by the laws of Israel, and the parties irrevocably submit to the
      exclusive jurisdiction of

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      the Israeli courts for the area of Tel Aviv-Yafo and shall be binding upon
      you and the Purchaser and the Seller and your and their respective legal
      representatives, successors and permitted assigns. Please sign and return
      the copy of this letter in acknowledgement and acceptance of its terms.

    Yours faithfully

MATCHNET (ISRAEL) LTD.                           POINT MATCH LTD.

  By:                                            By: ___________________________
      -------------------------                          Nadav Palti, Chairma
       Joe Shapira, Chairman                             Zion Madmon, CEO

I accept appointment upon the terms of the above letter.

                                        EITAN SHMUELI - LAW OFFICES

By: ___________________________
Eitan Shmueli, Adv.

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