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                            ASSET PURCHASE AGREEMENT

DATED:  27 November 2003

BETWEEN:

1.      Point Match USA Inc. company organized and existing under the laws of
        the State of Delaware, having its principal place of business at 1333
        Broadway, Suite 918 New York, NY 10018, United States ("Seller"), and

2.      MatchNet Plc., a company organized and existing under the laws of
        England, having its principal place of business at 8383 Wilshire Blvd.
        Beverly Hills 90211, LA, CA, United States ("Purchaser").

        Together, Seller and Purchaser are "Parties" and each is a "Party."

WHEREAS

A.      The Seller is engaged In the business of online dating in the United
        States and owns, certain assets, and wishes to sell such assets, and to
        assign certain agreements to Purchaser, and to further cooperate with
        the Purchaser on the terms set forth herein below; and

B.      Purchaser wishes to purchase the assets mentioned above from the Seller,
        and to receive by way of assignment certain agreements and to further
        cooperate with Seller, as set forth below.

NOW THEREFORE, In consideration of the foregoing premises, the mutual covenants
and agreements contained herein, and such other good and valuable consideration,
the Parties hereby agree as follows:

1.      Definitions

        When used in this Agreement, each of the following terms shall have the
    meaning attributed to it below:

        1.1.   "ASSIGNED AGREEMENTS" means the Agreement of Lease between 1333
               Broadway Associates and the Seller, dated May 1, 2003.

        1.2.   "ASSETS" means the goodwill related to the business of Online
               Dating as herein defined including Domain Names, the Purchased
               Trademarks, the Database, and the Additional Agreements.

        1.3.   "CLOSING DATE" means the date which is 28 days after the Signing,
               or a subsequent date, as Purchaser will notify Seller in writing,
               provided however, that the Closing Date shall not be later than
               January 7, 2004.

        1.4.   "DATABASE" means the database containing all of the data of the
               Members and Subscribers in the Website (including profiles,
               pictures and billing information).

        1.5.   "DOMAIN NAMES" means the following registered domain names:
               Jcupid.com and Jcupidmail.com.

        1.6.   "MEMBER" means a person whose profile is contained in the,
               Database.

        1.7.   "ONLINE DATING" means the provision of services via the Internet
               or other interactive media (other than IVR - Interactive Voice
               Response, provided that IVR shall not mean to include data
               displayed profile), whereby persons can create a profile, in a
               database and search and contact other persons with profiles in
               that database, with the intent of meeting those other persons for
               romantic relationships

        1.8.   "PRIVATE LABEL" means aversion of either the Purchaser's
               AmericanSingles or JDate websites, which utilises Purchaser's
               database and technology and is operated by Purchaser, but which
               will be branded and marketed as agreed elsewhere in this
               Agreement. A sample home page of a Private Label operated by
               Purchaser is attached as Exhibit 1.8.



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        1.9    "PARENT'S MAJOR SHAREHOLDERS" means each of Mapal Communications
               Ltd., an Israeli company (company number 51-282151-3), Zion
               Madmon and Nimrod Lev, who are shareholders of Seller's parent
               company.

        1.10   "SIGNING DATE" means the date on which this Agreement is signed.

        1.11   "SUBSCRIBER" means a Member who has made at least one purchase
               from the Website.

        1.12   "SOFTWARE" - shall mean all programming code source and object
               code relating to the Website.

        1.13.  "PURCHASED TRADEMARKS" means all trademarks associated with the
               Website, i.e. - Jcupid and Jcupidmail (the "Trademarks") (none of
               them is registered), Domain Names and all goodwill and common law
               rights arising therefrom.

        1.14.  "TECHNOLOGY" means all systems and databases (apart from the
               Database), Software (including the search engine operated in the
               Website), algorithms and intellectual property (apart from Domain
               Names) that belong to the Seller

        1.15.  "WEBSITE" means the website located at the url www.jcupid.com,
               which is currently owned and operated by the Seller.

        1.16.  "CUPIDUSA" - means the website located at the url
               www.CupidUSA.com which is owned and operated by the Seller and is
               not targeted to the Jewish and/or Israeli community.

2.      The Transaction.

        Upon and subject to the terms and conditions of this Agreement, the
        Seller shall sell the Assets to the Purchaser and the Purchaser shall
        purchase the Assets. In addition, the Seller shall have the option to
        assign the Assigned Agreements to the Purchaser.

3.      Sale of Assets and Purchase Price.

        3.1    Upon Seller's receipt of the Purchase Price set forth in Section
               3.2, below, the Seller transfers and sells to Purchaser any and
               all of the Seller's rights, title and interest in and to all the
               Assets, free of all pledges, liens, encumbrances, charges or
               security interests, or attachments or any third party rights.

        3.2    As consideration for the purchase of the Assets, the Purchaser
               shall pay the Seller the Purchase Price of US$500,000 (five
               hundred thousands US dollars) on the Closing.

4.      Excluded Assets.

        Except for the Assets which are expressly set forth in this Agreement to
        be transferred to Purchaser pursuant to this Agreement, the Purchaser
        shall not be entitled, and shall not receive any right in any other
        asset that belongs to Seller. Without derogating from the above, the
        following are expressly excluded from the Assets under this Agreement:

        4.1.   All Seller's tangible assets, including and not limited to:
               servers, office equipment.

        4.2.   The Technology and Software.

        4.3.   Seller's trademarks except for the Purchased Trademarks.

        4.4.   Any and all rights in connection with the database and operation
               of CUPIDUSA, Including, but not limited to, CupidUSA's Database,
               domain names, trademarks and other proprietary assets.

        4.5.   Any assets of Seller relating to the business of Seller in the
               areas other than that of Online Dating, and that is targeted for
               Israeli and/or Jewish users.


5.      CupidUSA




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        5.1.   As part of the consideration referred to in Section. 6.1 below,
               the Seller shall have the option, within 24 months from the
               Closing Date, to initiate Private Label relationships with
               MatchNet's AmericanSingles. In such event, the database of
               CupidUSA will be merged into the Purchaser's AMERICAN SINGLES
               database and CupidUSA's website will become a Private Label
               AmericanSingles site. Seller shall continue to own any trademarks
               associated with CupidUSA, but shall licence them to Purchaser in
               a manner which will enable Purchaser to operate the Private
               Label. Purchaser shall accommodate, to the extent practical,
               Seller's interface requirements within Purchaser's then-current
               Private Label solution. In such event the Seller shall be
               entitled to receive 60% of the revenues generated from existing
               Members at the time of such merge, and new Members that will join
               the service through the CupidUSA Private Label site, including
               but not limited to renewals of membership by such members.
               Purchaser shall report, within 15 days after the close of a
               certain month, all revenues generated as provided hereinbefore
               and shall transfer to Seller Seller's part of such revenues.

        5.2.   At any time after the merge in Section 5.1 above occurs, Seller
               shall have the option to separate the database of CupidUSA from
               the Purchaser's AMERICAN SINGLES database. In such case Purchaser
               shall return the CupidUSA database to Seller within 60 days from
               receipt of Seller's notification in this regard. The CupidUSA
               database shall be transferred in the form and media as shall be
               agreed between the Parties CTOs. If Purchaser fails, without
               Seller's consent, to return the CupidUSA database within said 60
               days, than, without derogating from any remedy Seller is entitled
               to under law, Purchaser shall pay Seller an agreed upon
               liquidated damages in the amount equal to 120% of the revenue
               collected from the CupidUSA members during the period of the
               delay. Purchaser shall be entitled to maintain a copy of the
               database that includes only Members that joined CupidUSA from the
               start date of the provision by Purchaser of the private label
               service referred to in Section 5.1 above to the separation date,
               provided, however, that Purchaser shall pay 60% of any revenues
               received from such Members during a six months period after the
               actual separation of the databases.

6.      Closing.

        At 12:00 Israel time, on the Closing Date, the Parties shall convene in
        the offices of Seller's counsel, Zysman, Aharonl, Gayer and Co., at 52A
        Hayarkon Street, Tel Aviv, and shall perform the following
        simultaneously:

        6.1.   Purchaser shall pay the Purchase Price to the Seller, by Bank
               cheque, or wire transfer.

        6.2.   Seller shall provide the Purchaser a copy of the Database in the
               form and media as attached as Exhibit 6.2.

        6.3.   Seller shall deliver to Purchaser a signed power of attorney to
               Eitan Shmueli, Adv., counsel to the Seller and / or Adam Kravitz,
               Esq. to complete the above registration, in the form attached
               hereto as Exhibit 6.3.

        6.4.   Seller shall deliver to Purchaser: (I) a perpetual,
               non-transferable, licence to utilise the Trademarks in the Online
               Dating, attached hereto as Exhibit 6.4. and (II) Seller shall
               further consent, to the extent possible under law; to Purchaser's
               right to register the Trademarks (or part thereof) under
               Purchaser's name, provided, however, that the registration will
               be limited to use only in the Online Dating.

        6.5.   Seller and purchaser shall sign the required assignment, in a
               form acceptable to the parties, for the Assigned Agreements. Each
               party shall receive an original signed copy of the assignments.

        6.6    Seller shall deliver to Purchaser an executed letter from Mapal,
               in the form attached hereto as Exhibit 6.6. under which Mapal
               guarantees that Seller shall not: (i) become insolvent, (ii) have
               a receiver or administrator appointed or (iii) shall not file a
               petition in bankruptcy, voluntarily or involuntarily, all for the
               period of 90 days from the Closing Date.

        6.7    Seller shall provide Purchaser with a compliance certificate duty
               executed by an executive officer of Seller, in the form attached
               hereto as Exhibit 6.7.



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7.      Post-Closing Period.

        Following the Closing Date, for a period of up to 45 days, as necessary,
        Seller shall co-operate with Purchaser and at Purchaser's request shall:

        7.1.   Upon Closing and at the Purchaser's request, Seller shall Create
               and transfer a file of the Database, as exists on the date
               requested, in a format as and detailed in Exhibit 6.2. If
               Purchaser need to amend or make other alterations in the form and
               media of the Database, than Seller undertakes to co-operate with
               Purchasers needs and requirements.

        7.2.   Seller shall fully cooperate with Purchaser in the construction
               of websites, which will be designed at Purchaser's discretion,
               and in the transfer of all data and other technical necessities
               to Purchaser.

        7.3.   [Deleted]

        7.4.   Upon Closing and until the completion of the transfer of the
               Database and the merger of the Website with the Purchaser's
               website, the Seller shall continue to operate the Website. Seller
               shall transfer all revenues from the Website in such period to
               Purchaser and the Purchaser shall pay the Seller, at the
               beginning of each week the amount of US$17,000, per such week of
               operation, to cover any and all cost and expenses in connection
               with the Website.

        7.5.   [Deleted]

        7.6.   Direct all Domain Names to the DNS servers as directed by
               purchaser.

        7.7.   Upon the completion of the transfer of the database Purchaser
               shall continue to provide the service under the domain name
               JCupid.com as a Private Label of Purchaser's JDate.com service.
               Purchaser shall accommodate, to the extent practical, Seller's
               interface requirements within Purchaser's then-current Private
               Label solution. Seller shall have the right, at any time and in
               its sole discretion, to continue to market JCupid.com in
               coordination with Purchaser, upon which event purchaser shall
               license any trademarks relating to JCupid which will be owned by
               Purchaser, as a result of this Agreement, to Seller, for such
               purpose. In such event the Seller shall receive from Purchaser
               20% of the subscription revenues generated from new Members
               (defined as users that register to Purchaser's JDate service
               after the Signing Date, through the Private Label JCupid.com,
               including renewal of subscriptions thereof.

        7.8.   Cease all operation of the Website and as it is obligated to so
               under Section 11.1 below (Non-compete) when directed by
               Purchaser, including the provision of written certification that
               all of the copies of the Database in its possession and which it
               knows to exist, other than those delivered to Seller, have been
               destroyed.

        7.9.   Seller shall fully cooperate and assist to Purchaser in assigning
               the rights and obligations of the Members to Purchaser, including
               assignment of payments by credit cards.

        7.10.  Seller undertakes to fill the required applications in order to
               complete and execute the assignment of the ownership of the
               Domain Names to Purchaser.

8.      No Assumption of Liabilities Accruing Prior to Closing Date;
        Indemnification.

        8.1.   Seller acknowledges that Purchaser is not purchasing or assuming
               any liabilities, obligations or indebtedness of the Seller, or
               relating to the Assets, arising from any event prior to the
               Closing Date, other than the provision of Online Dating services
               to Subscribers who have paid Seller for such services (the
               "Excluded Liabilities"). Seller hereby agrees to pay, perform and
               discharge the Excluded Liabilities, and to defend, indemnify and
               hold Purchaser harmless from and against any and all claims,
               costs, expenses, liabilities or losses or damages, including
               attorneys' fees and court costs incurred by Purchaser relating to
               or arising out of the Excluded Liabilities, no matter when
               occurred. Without derogating from the above, the aggregate
               obligation to indemnify the Purchaser under this Section and this
               Agreement shall not exceed 100% of the Purchase Price.

        8.2.   Subject to the terms and conditions of this Agreement, the
               Purchaser hereby agrees to defend, indemnify and hold Seller
               harmless from and against any and all claims, costs, expenses,
               liabilities or losses or damages, including attorneys' fees and
               court costs incurred by Seller relating to or arising out of the
               Assets which accrue following the Closing Date, other than any
               claims or liabilities that arise solely from Seller's own
               negligence in its operation of the Website following the Closing



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               Date. The aggregate obligation to indemnify the Seller under this
               Section and this Agreement shall not exceed 100% of the Purchase
               Price.

9.      Due Diligence.

        During the period of 14 business days from the Signing (the "Due
        Diligence Period"), the Purchaser may conduct a due diligence
        examination of Seller's representations (the "Due Diligence
        Examination") that are mentioned in Exhibit 11.1 to this Agreement and
        additional information, and/or documentation, and/or confirmation and/or
        verification in order to verify the representations in Exhibit 11.1 (the
        "Due Diligence Representations"). To avoid any doubts it is clarified
        that the Due Diligence Examination shall be limited solely to the issues
        that are mentioned in Exhibit 11.1 to this Agreement and shall nor refer
        to the Seller's representations as detailed in Section 11.2 - 11.12,
        below.

10.     Non-Competition.

        10.1.  Subject to the provisions of this Agreement, Seller agrees and
               covenants that it will not, during and for a period of three (3)
               years after the Closing Date, directly or indirectly, whether as
               principal, agent, stockholder, consultant, partner, member, or in
               any other capacity whatsoever, participate in, engage in, or be
               in any manner associated with the development, publishing,
               marketing, distribution, creation, assisting, licensing or sale
               of any venture in the area of Online Dating that is targeted for
               Israeli and/or Jewish users, unless otherwise agreed between the
               Parties or their affiliates, in writing.

        10.2.  In addition to Section 10.1 above, Seller undertakes to cause
               each of the Parent's Major Shareholders and Mr. Madmon Rami, to
               sign a non-competition letter (the "Parent's Major Shareholders
               Undertaking") in the form attached as Exhibit 10.2 to this
               Agreement, under which each of them, severally and not jointly
               agrees and covenants not to compete with the Purchaser, directly
               or indirectly, during and for a period of three (3) years after
               the Closing Date in the area of Online Dating that is targeted
               for Israeli and/or Jewish users, unless otherwise agreed between
               the Parties or their affiliates, in writing. The Parent's Major
               Shareholders Undertaking shall include a financial investment in
               the area of Online Dating in excess of 5% of the beneficial
               interest of any company or venture.

        10.3.  For the avoidance of doubt, the Seller and Parent's Major
               Shareholders shall have no limitation whatsoever to act in areas
               that are not dating on the Internet that is targeted for Israeli
               and/or Jewish users.

        10.4.  The Seller approves and undertakes to cause each of the Parent's
               Major Shareholders to approve in writing that they acknowledge
               and agree that because of the worldwide access of the Internet
               and World Wide Web, the provisions of Section 11 are reasonable
               with respect to the scope of restriction, duration and the
               geographic scope and are reasonably necessary to protect the
               value of the Assets.

10.     Representations, Warranties and Covenants of Seller.

        The Seller represents and warrants that:

        11.1.  Information regarding the Website and Seller Activities. The
               Seller represents that the information contained in Exhibit 11.1
               attached hereto, is true and correct in all material respects.

        11.2.  Organization of the Seller. The Seller is a corporation organized
               under the laws of the State of Delaware, and on Closing Seller
               shall be duly organized, validly existing, and in good standing
               under the laws of the State of Delaware, USA.

        11.3.  Authorization of Transaction. The Seller has full power and
               authority (including full corporate power and authority) to
               perform its obligations hereunder. Without limiting the
               generality of the foregoing, as of the Closing Date, the board of
               directors of the Seller and the stockholders of the Seller have
               duly authorized the transactions contemplated by the Agreement
               and their execution, delivery, and performance by Seller.



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        11.4.  Non-contravention. To the knowledge of the Seller, neither the
               execution and the delivery of this Agreement, nor the
               consummation of the transactions contemplated hereby, will (i)
               violate any constitution, statute, regulation, rule, injunction,
               judgment, order, decree, ruling, charge, or other restriction of
               any government, governmental agency, or court to which the Seller
               is subject or any provision of the charter or bylaws of the
               Seller or (ii) conflict with, result in a breach of, constitute a
               default under, result in the acceleration of, create in any Party
               the right to accelerate, terminate, modify, or cancel, or require
               any notice under any agreement, contract, lease, license,
               instrument, or other arrangement to which the Seller is a party
               or by which it is bound, or to which any of its assets is
               subject, or result in the imposition of any security interest
               upon any of its assets, except where such would not have a
               material adverse effect on Seller or its operations. Subject to
               the above, in event the Seller was required to give any notice
               to, make any filing with, or obtain any authorization, consent,
               or approval of any government or governmental agency in order for
               the Parties to consummate the transactions contemplated by this
               Agreement, then such notices and/or consents and/or approvals
               were filed and/or obtained.

        11.5.  Title to the Assets. The Seller has good and marketable title to,
               or a valid leasehold interest in, the Assets being transferred to
               Purchaser and there is no, pledge, lien, encumbrance, charge,
               attachment, or other security interest ("Liens") therein. Without
               limiting the generality of the foregoing, the Seller has good and
               marketable title to all of the Assets to be acquired as part of
               this transaction, free and clear of any Lien or restriction on
               transfer.

        11.6.  Legal Compliance. To the knowledge of the Seller, at the Signing
               Date the Seller has complied with all applicable laws (including
               rules, regulations, codes, plans, injunctions, judgments, orders,
               decrees, rulings, and charges there under) by any governmental
               authority, and no action, suit, proceeding, hearing,
               investigation, charge, complaint, claim, demand, or notice has
               been filed or commenced against of any governmental authority
               alleging any failure so to comply.

        11.7.  Intellectual Property. As used in this Section 12.7,
               "Intellectual Property" refers to trademarks, trade secrets,
               patents and patent rights, copyrights and applications for the
               foregoing, if any, for the Assets being purchased hereunder.

               11.7.1.  The Seller owns all Intellectual Property necessary or
                        desirable for the operation of the Business as presently
                        conducted and as presently proposed to be conducted.
                        Each item of Intellectual Property owned by the Seller
                        with respect to the purchased Assets immediately prior
                        to the Closing hereunder will be owned by the Purchaser
                        immediately subsequent to the Closing hereunder. The
                        Seller has taken all reasonable necessary and desirable
                        action to maintain and protect each item of Intellectual
                        Property that it owns. It is clarified that non of the
                        Purchased Trademarks has been registered by the Seller.

               11.7.2.  To the knowledge of the Seller, in connection with the
                        Purchased Trademarks, the Seller has not interfered
                        with, infringed upon, misappropriated, or otherwise come
                        into conflict with any Intellectual Property rights of
                        third parties, and none of the stockholders of the
                        Seller and the directors and officers (and employees
                        with responsibility for Intellectual Property matters)
                        of the Seller has ever received any such charge,
                        complaint, claim, demand, or notice alleging any such
                        interference, infringement, misappropriation, or
                        violation (including any claim that the Seller must
                        license or refrain from using any Intellectual Property
                        rights of any third party). To the knowledge of any of
                        the stockholders of the Seller and the directors and
                        officers (and employees with responsibility for
                        Intellectual Property matters) of the Seller, no third
                        party has interfered with, infringed upon,
                        misappropriated, or otherwise come into conflict with
                        any Intellectual Property rights of the Seller.

               11.7.3.  With respect to the Purchased Trademarks, The Seller has
                        not licensed any of its Intellectual Property to any
                        third party.

               11.7.4.  To the knowledge of the Seller and with respect to each
                        patent or registration, which has been issued to the
                        Seller with respect to any of its Intellectual Property
                        embodied in the Assets:

                        11.7.4.1.  The Seller possesses all right, title, and
                                   interest in and to the Intellectual Property,
                                   free and clear of any lien, license, or other
                                   restriction;

                        11.7.4:2.  The item is not subject to any outstanding
                                   injunction, judgment, order, decree, ruling,
                                   or charge;

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                        11.7.4.3.  No action, suit, proceeding, hearing,
                                   investigation, charge, complaint, claim, or
                                   demand is pending or is threatened which
                                   challenges the legality, validity,
                                   enforceability, use, or ownership of the
                                   item; and

        11.8.  Contracts. With respect to the Assets, there are no contracts,
               which may adversely affect title to, or create a lien over such
               Assets in this transaction.

        11.9.  Powers of Attorney, With respect to the Assets, there are no
               outstanding powers of attorney executed on behalf of Seller.

        11.10. Litigation. At the Signing Date, the Seller is not (i) subject to
               any outstanding injunction, judgment, order, decree, ruling, or
               charge or (ii) a party or is threatened to be made a party to any
               action, suit, proceeding, hearing, or investigation of, in, or
               before any court or quasi-judicial or administrative agency of
               any federal; state, local, or foreign jurisdiction or before any
               arbitrator.

        11.11. Disclosure. To the knowledge of the Seller, the representations
               and warranties set forth above do not contain any untrue
               statement of a material fact or omit to state any material fact
               necessary in order to make the statements and information set
               forth above not misleading.

        11.12. Cooperation. Seller undertakes to cooperate with Purchaser and to
               take all reasonably needed action in order to complete the merger
               of the database and interfaces as soon as possible.

        11.13. Seller undertakes to take all necessary publications required
               under applicable law, if any in order to complete the transaction
               under this agreement.

12.     Representations, Warranties and Covenants of Purchaser.

        The Purchaser represents and warrants that:

        12.1.  Organization of the Purchaser. The Purchaser is a corporation
               duly organized, validly existing, and in good standing under the
               laws of England.

        12.2.  Authorization of Transaction. The Purchaser has full power and
               authority (including full corporate power and authority) to
               perform its obligations hereunder. Without limiting the
               generality of the foregoing, as of the Closing Date, the
               shareholders and the board of directors of the Purchaser have
               duly authorized the transactions contemplated by the Agreement
               and their execution, delivery, and performance by Purchaser.

        12.3.  Non-contravention. Neither the execution and the delivery of this
               Agreement, nor the consummation of the transactions contemplated
               hereby, will (i) violate any constitution, statute, regulation,
               rule, injunction, judgment, order, decree, ruling, charge, or
               other restriction of any government, governmental agency, or
               court to which the Purchaser is subject or any provision of the
               charter or bylaws of the Purchaser. Subject to a notification to
               the Register of Databases, the Purchaser does not need to give
               any notice to, make any filing with, or obtain any authorization,
               consent, or approval of any government or governmental agency in
               order for the Parties to consummate the transactions contemplated
               by this Agreement.

        12.4.  Purchase of the Assets. The Purchaser is experienced in the
               fields in which it intends to utilize the Assets, has knowledge
               and experience in financial and business matters as to be capable
               of evaluating the merits and risks of purchasing the Assets.

        12.5.  Capacity. The Purchaser has not proposed a compromise or
               arrangement to its creditors, has committed an act of liquidation
               or bankruptcy, has made a proposal or filed a notice to make a
               proposal to its creditors, has had any petition for a receiving
               order in liquidation or bankruptcy filed against it, has taken
               any proceeding with respect to a compromise or arrangement with
               its creditors, has taken any proceeding to have itself declared
               bankrupt or wound-up, has taken any proceeding to have a receiver
               appointed of any part of its assets, has had any receiver or
               other similar officer of the court take possession of any of its
               property, or has had any execution or distress become enforceable
               or become levied upon any of its material properties.

        12.6.  The Purchaser covenants that it shall not engage with any of the
               Seller's employees unless it received the Seller's approval in
               writing and in advance.




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        12.7.  Disclosure. The Purchaser hereby acknowledges that, to the best
               of its knowledge, it had the opportunity, to inquire and receive
               sufficient information relating to the Assets and additional
               information the Purchaser deemed necessary to enable It to
               evaluate the risks inherent in the transaction.

        12.8.  Co-operation. Purchaser undertakes to cooperate with Seller and
               to take all reasonably needed action to order to complete the
               merger of the database and interfaces as soon as possible.

        12.9.  During a period of six months following the Closing Date,
               Purchaser shall pay Seller each month, no later than the first
               day of the following month, US$ 10,000 as contribution to the
               expenses of the marketing of Jcupid by Seller.

13.     Management of the Business Prior to Closing: Technical Cooperation by
        Seller. Prior to Closing, the Seller will not enter into any material.
        transaction with regard to the Website and the Assets, unless agreed to
        by Purchaser, and will conduct the business of the Website on a regular
        basis without taking upon itself any material obligation or any change
        in the course of regular business. Seller shall allocate all necessary
        programming time and technical resources necessary to effect the
        Database deliveries required under Sections b and 7, above, as
        reasonably agreed between the parties' CTOs.

14.     Default by Seller; Remedies. The Seller will be in default under this
        Agreement If the Seller is in breach of (i) any of its material
        covenants contained in this Agreement if such breach is not cured to the
        reasonable satisfaction of Purchaser within ten (10) days after notice
        of such breach If such breach ,may be cured within such time, or a
        reasonable period of time thereafter as such is required, to cure same
        or (ii) any of the material representations or warranties of the Seller
        contained in this Agreement. In the event of any default hereunder by
        the Seller, Purchaser shall give written notice to the Seller and Seller
        shall have ten (10) days to cure said default prior to Purchaser's
        taking action to enforce its rights. It Is clarified that a breach of
        the Due Diligence Representations may be cured under this Section.

15.     Default by Purchaser; Remedies. If Purchaser (a) fails to observe or
        perform, other than due to a material default or material breach by the
        Seller, any of its covenants or obligations contained in this Agreement
        and such failure or breach is not cured or commenced to be cured within
        ten (10) days of notice from the Seller of such failure or breach or (b)
        breaches any of its representations or warranties contained herein,
        Purchaser shall be in default. In the event of any such default or
        failure hereunder, Seller shall give written notice to Purchaser and
        Purchaser shall have ten (10) days to cure said default or failure prior
        to Seller's taking action to enforce its rights.

16.     Proprietary Rights. Unless expressly referred to, nothing in this
        Agreement shall cause the Seller to acquire any right, title, or
        Interest in or to any copyrights, trademarks, service marks, trade
        secrets, patents or other intellectual property rights of Purchaser, or
        to acquire or retain any rights to the Assets, after the Closing Date.
        Unless expressly referred to, nothing In this Agreement shall cause the
        Purchaser to acquire any right, title, or interest in or to any
        copyrights, trademarks, service marks, trade secrets, patents or other
        intellectual property rights of Seller, or to acquire or retain any
        rights to them prior to the Closing.

17.     Confidentiality. The terms and conditions of this-Agreement (including
        its financial terms) shall be confidential and shall not be disclosed by
        either Party without the other Party's prior written consent. After
        Closing the Agreement, on time mutually agreed by the parties, the
        parties shall issue a joint press release with respect to the Agreement,
        such press release will be attached to this Agreement as Exhibit 17 when
        taking into account that Purchaser's Parent is subject to the law and/or
        the Rules and Regulations of the Frankfurt Stock Exchange, and Seller
        hereby agrees to cooperate with Purchaser insofar as any other press
        release or other notifications required by the Rules. Purchaser
        undertakes to provide Seller with a draft of the press release mentioned
        above within seven days from the signing of this Agreement.




                                  Page 8 of 19
<PAGE>
EXECUTION COPY



18.     Jurisdiction. This Agreement will be interpreted, construed and enforced
        in all respects in accordance with the laws of the State of Israel. The
        Parties irrevocably consent to the in-personam jurisdiction of the
        courts for the area of Tel Aviv-Yafo, and consent to service of process
        by certified mail at its respective address or addresses set forth in
        Section 25, below.

19.     Attorneys' Fees. In the event of any controversy, claim or dispute
        between the parties hereto arising out of or relating to this Agreement
        or the interpretation, performance, or breach thereof, the prevailing
        party shall be entitled to recover from the other party reasonable
        expenses, outside attorneys' fees, and costs incurred therein or in the
        enforcement or collection of any judgment or award rendered therein.

20.     Broker's Fee. Both parties shall equally share Avner Parnas's broker's
        fee in a total amount equal to 1,5% (one and a half percent) of the
        Purchase Price, which shall be paid by both parties plus V.A.T, if
        necessary, on the Closing Date.

21.     Amendment: Waiver. No modification of or amendment to this Agreement, or
        any waiver of any rights under this Agreement, will be effective unless
        in writing signed by the party to be charged.

22.     Waiver and Severability. No failure or delay on the part of either party
        in exercising any right or remedy hereunder will operate as a waiver
        thereof or any other provision. In the event that any provision of this
        Agreement is unenforceable or invalid, such unenforceability or
        invalidity will not render this Agreement unenforceable or invalid as a
        whole.

23.     Headings. The section headings in this Agreement are inserted as a
        matter of convenience and in no way define, limit or describe the scope
        of such section or affect the interpretation of this Agreement.

24.     Entire Agreement. This Agreement, including any and all schedules and
        exhibits hereto which are incorporated herein by this reference,
        constitutes the entire agreement between the parties with respect to the
        subject matter hereof. This Agreement supersedes, and the terms of this
        Agreement govern, any prior or collateral agreements, whether oral or
        written, with respect to the subject matter hereof with the exception of
        any prior confidentiality agreements between the parties.

25.     Notices. Any notice required or permitted to be delivered pursuant to
        this Agreement shall be in writing and shall be deemed delivered: (a)
        upon delivery if delivered in person; (b) three business days after
        deposit in registered or certified mail, return receipt requested,
        postage prepaid; (c) upon transmission if sent via telecopy, with a
        confirmation copy sent via overnight mail, provided that confirmation of
        such overnight delivery is received by the sender; (d) one business day
        after deposit with a national overnight courier, provided that
        confirmation of such overnight delivery is received by the sender; or
        (e) upon transmission if sent via e-mail, with a confirmation copy sent
        via overnight mail same day, provided that confirmation of such
        overnight delivery is received by the sender.

        Notices to Seller shall be                 Notices to Purchaser shall be
        delivered to:                              delivered to:

        Point Match Inc.                           MatchNet plc
        2 Raoul Wallenberg St.                     8383 Wilshire Boulevard.,
        Tel Aviv 69719, Israel                     Suite 800
        Attn:  Zion Madmon or Nadav Palti          Beverly Hills, CA 90211 USA
        Fax: 972-3-7684142                         Attn: Joe Shapira
        E-Mail: zion@pointmatch.com                Fax: +1 323 836-3333
                nadav@mapal.co.il                  E-mail:  joe@matchnet.com



                                  Page 9 of 19
<PAGE>
EXECUTION COPY



        With a copy to:                            With a copy to:

        Adv. Shy Baranov                           Eitan Shmueli, Advocates
        Zysman, Ahroni, Gayer -- Law Office        33 Jabotinsky Street
        Hayarkon 52A                               Ramat Gan, Israel
        Tel Aviv   52511 Israel
        Fax: 03-7955510                            Fax: 03-6128632
        E-mail: shyb@zag-law.co.il                 E-mail: Eitan@shaylaw.co.il


26.     Assignment. No party may assign, sublicense, transfer, encumber or
        otherwise dispose of this Agreement without the prior written approval
        of the other party, which will not unreasonably be withheld, except that
        either party may, without the other party's consent, assign this
        Agreement or any of its rights or delegate any of its duties under this
        Agreement: (a) to any affiliate of such party; or (b) to any purchaser
        of all or substantially all of such party's assets required for the
        performance of its obligations hereunder or to any successor by way of
        merger, consolidation or similar transaction. Any attempted assignment,
        sublicense, transfer, encumbrance or other disposal of this Agreement by
        either party in violation of this provision will be null and void and
        shall constitute a material default and breach of this Agreement. In
        such event, the non-assigning party's sole remedy shall be termination
        of this Agreement within 45 days after such party receives notice of
        such violation. Except as otherwise provided, this Agreement will be
        binding upon and inure to the benefit of the parties' successors and
        lawful assigns.

27.     Relationship. Purchaser and Seller are independent contractors and
        neither party is the legal representative, agent, joint venture, or
        employee of the other party for any purpose whatsoever. Neither party
        hereto has any right or authority to assume or create any obligations of
        any kind or to make any representation or warranty on behalf of the
        other party, whether express or implied.

28.     Counterparts. This Agreement may be executed in counterparts, each of
        which shall be deemed an original, but all of which shall constitute one
        and the same instrument,

29.     Facsimile Signatures. Any signature page delivered by a fax machine or
        telecopy machine shall be binding to the same extent as an original
        signature page, with regard to any agreement subject to the terms hereof
        or any amendment thereto. Any party who delivers such a signature page
        agrees to later deliver an original counterpart to any party who
        requests it.

IN WITNESS WHEREOF, the parties herein have executed this Agreement as of the
Effective Date.

POINT MATCH USA INC.:                             MATCHNET PLC:

By:    /s/ Illegible                             By: /s/ Joe Shapira
       ----------------------------                  --------------------------

Name:  Illegible                                 Name: Joe Shapira
       ----------------------------                    ------------------------

Title: Chairman CEO                              Title:
       ----------------------------                    -------------------------




                                 Page 10 of 19
<PAGE>

EXECUTION COPY

                                  Exhibit 1.8

          A sample home page of a Private Label operated by Purchaser

Attached





                                 Page 11 of 19
<PAGE>






                                   [GRAPHIC]
<PAGE>
EXECUTION COPY
--------------


                                  Exhibit 6.2


       form and media of transfer of the Purchaser a copy of the Database



Attached









                                 Page 12 of 19
<PAGE>
11/27/2003 5:40 PM


1.  JCUPID EXPORT SPECS

2.  PROFILE DATA

3.  PROFILE
4.  For each unique UserID, one row will be exported.
5.  Each row will have as its's first column the unique UserID for that member.
6.  Field values will be mapped according to attached Excel spreadsheet and
    include only values in the export format enumeration or null.
7.  Text values will be properly escaped quoted clean of control characters in
    the text.
8.  Password will appear in plain text.
9.  Fields which exist in JCupid but are not present in Matchnet mapping
    specifications will be exported with values as stored in JCupid. For these
    fields, A value-to-meaning documentation will be provided by Pointmatch.
10. Meanings will be most up to date meanings as presented currently to JCupid
    users, both in Hebrew and English.
11. Search criteria will be exported in a separate table.
12. Visibility preferences will be exported in a separate table. (reverse
    filter)

13.       PHOTOS
14. Both full size and thumbnail photos will be provided.
15. Files will be exported in Windows file storage media.
16. The naming convention for thumbnail photos will be provided.
17. All files should be in jpeg format.
18. Only approved photos will be provided.

19.       MATCHES
20. A list of UserIDs of member who where already sent by the matching agent
    will be exported in a separate table. The list will include the UserID of
    the recipient and the UserID of the matching person who was sent to the
    recipient on each row.

21.       PURCHASE DATA
22. All New subscription purchase and product data will be provided.
23. All renewal of subscription will be provided.
24. Credit card data will be represented in plain text string format.
25. Blacklisted credit card identification data will be provided.

26.       CONTACT DATA
27. Contact information between members will be exported according to the
    format in attached Excel spreadsheet.
28. Each communication transaction will be exported on a separate line.

29.       TRANSFER FORMAT
30. Data will be exported in the form of a Microsoft SQL Server 2000 database
    file.
31. Both Hebrew and English characters will be represented in Unicode. Database
    format NVARCHAR of appropriate length.
32. Date and time data will be represented in long date format: YYYY-MM-DD
    hh:mm:ss for example 2003-02-25 13:45:03 will represent February 25 2003 at
    1:45 pm + 3 seconds.
<PAGE>
11/27/2003 5:40 PM

     This format will be used regardless of the accuracy to which Pointmatch
     currently saves dates. If minutes and seconds are not stored then 00:00
     will be represented.
33.0 length strings will be represented as null values. Strings containing
     nothing but white space will be considered 0 length strings.
34.  Only valid values will be represented. Values which are out of range or not
     valid within the fields format or set of meaningful values will be
     represented as null.
35.  Numeric values will be represented as follows:
          i.   Integers will include digits only. Example: 1234
          ii.  Fractions will include a single period (.) as decimal separator.
               Example 3.14
          iii. Negative numbers will be preceded by the minus sign (-).
36.  Boolean values, regardless of how they were stored in the original
     database, will be represented in 1 or 0. 1 shall mean true, and 0
     representing false.
37.  Encrypted values will be represented in decrypted plain text.
38.  Columns which are not in use by JCupid will not be exported.
39.  Whenever "As is" is mentioned in Excel, the data will be represented
     according to the data formatting guidelines herein.
40.  In addition to the specific format specified for export, and
     nonwithstanding any other specification herein, the full database will be
     provided in SQL Server 2000.

41.  AFFILIATE SUPPORT

42.  List of known search banners / search form hosts will be exported.
43.  List of landing pages, the supported URL's given to third parties and the
     nature of the content and functionality they support will be provided.
44.  List of co-branded sites supported (Portals), along with any special
     functionality they provide will be documented and provided.

45.  EXTRA DICTIONARIES

46.  Country list will be exported with corresponding country ID's used by
     JCupid
47.  State list in US and Canada will be exported with corresponding state ID's
     used by JCupid.

48.  EXPECTED TRANSFER PROCESS

49.  Upon signing, all proprietary data and specs relating to site operations,
     user data and processes, which were withheld as proprietary will be
     released to Matchnet.
50.  A full schedule of delivery will be developed jointly by Matchnet and
     Pointmatch personnel.
51.  After signing, Pointmatch will deliver sample data according to the
     specifications in the attached Excel spreadsheet and the methods specified
     in this document. Such sample should be substantial in size and allow
     testing on a large scale the impact and spectrum of Pointmatch membership
     data in Matchnet sites.
52.  Sample data will be processed by Matchnet and any corrections of
     modification will be communicated and resolved with Pointmatch personnel.
53.  Before closing, and upon completion of Matchnet integration work of
     substantial scale data, a full export of then current Pointmatch databases
     will be provided, including photo files.
54.  Upon closing, the remainder of new or approved files which were not
     exported initially will be provided.
55.  Upon closing, the remainder of data accumulated or modified since the
     previous data export will be provided to Matchnet.

<PAGE>


Export As "foo" annotation means to export the field with the name "foo"
instead of the original column name.
DB tables:

"USERS" - USER PERSONAL DATA (USERNAME PASSWORD, NAME,ETC.) - 1 ROW PER USER



FIELD NAME          FIELD TYPE          EXPORTED FIELD
----------          ----------          --------------
                                
Userid              int                 as is
Username            String (20 chars)   as is
Password            String(20 chars)    as is
englishfname        String(30 chars)    as is
englishlname        String(30 chars)    as is
localfname          String(30 chars)    as is
locallname          String(30 chars)    as is
birthdate           Date                as is
lastvisit           date                as is
regdate             Date                as is
referring           Int                 as is
resembles           String (30 chars)   as is
title               String (250 char)   as is
Image               String (30 chars)   as is
ipermission         Int                 as is
video               String (30 chars)   as is
vpermission         Int                 as is
audio               String (30 chars)   as is
apermission         Int                 as is
emailnotif          Int                 as is
emailmarket         Int                 as is
mailtype            Int                 as is
agentallowed        Int                 as is
maxsearchmatches    Int                 as is
firstvisitcode      Int                 as is
converted           Int                 as is
addtoworldsite      Int                 as is
edate               date                as is
tnumber             Int                 as is
updated             Int                 as is
cid                 Int                 as is
afid                Int                 as is
imframe             Int                 as is
syscomment          Char(50)            as is
ipedate             date                as is
Regtime             Char(50)            as is



"USERPROFILES" - PERSONAL PROFILE - 1 ROW PER USER



FIELD NAME          FIELD TYPE          EXPORTED FIELD
----------          ----------          --------------
                                
Userid              Int                 as is
Age                 Int                 as is
Signcode            Int                 as is
lsonline            Int                 as is
gendercode          Int                 Export as "GenderMask". See mapping.
prefgendercode      Int                 Export as "GenderMask". See mapping.
maritalstatcode     Int                 Export as "MaritalStatus". See mapping
childnumcode        Int                 Export as "ChildrenCount". See mapping
childlivewithme     Int                 Export as "Custody". See mapping
Feelaboutchild      Int                 Export same column name. See mapping


<PAGE>
EXECUTION COPY

                                  Exhibit 6.3


      Power of Attorney with respect to the registration of the Trademarks


Attached





                                 Page 13 of 19








































































<PAGE>
Appendix  #______

IRREVOCABLE POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS THAT We the undersigned Point Match USA Inc.
company organized an existing under the laws of the State of Delaware, having
its principal place of business at 1333 Broadway, Suite 918 New York, NY 10018,
United States, hereby make, constitute and appoint, irrevocably:

      ADVOCATE ELTAN SCMUELI AND/OR ADVOCATE UDI HACKER AND/OR ADVOCATE EFI
      ZLIBER OF: TWIN TOWERS 1, 33 JABOTINSKI ST. RAMAT-GAN 52511 AND OR
      ADVOCATE ADAM KRAVITZ AND/OR ADVOCATE DAN RHODES


Acting solely with full power of substitution, for it and in its name, place and
stead to do all or any of the following matters or things:

(1)  To apply before the proper Registrar of Trademarks Registry, in U.S.A.
     and/or any other state, to act in My name in order to execute and complete
     all necessary action to the purposes as follows:

     i.   To assign solely our trademarks rights in "Jcupid" and "Jcupidmail"
          ("THE TRADEMARKS RIGHTS") exclusively and perpetually for and on
          behalf of MatchNet Plc., a company organized and existing under the
          laws of England, having its principal place of business at 8383
          Willshire Blvd. Beverly Hills 90211, LA, CA, United States
          ("MATCHNET"), singly. To that end, to apply for the recordal of
          transfer of title and ownership, and/or change of name and address and
          to take any steps necessary in order to affect the transfer of the
          Trademarks Rights to MatchNet. For the avoidance of doubt this
          assignment shall not include our trademarks rights in CUPIDUSA.

     ii.  To act in our name in order to execute and complete all necessary
          action to grant of a perpetual, exclusive license to utilize the
          Trademarks Rights on the name of MatchNet.

(2)  To apply before the proper Registrar of Domain Names, in U.S.A. and/or any
     other state, and/or the U.S. Internet Association and/or any other
     association, to act in My name in order to execute and complete all
     necessary action to assign the domains name "Cupid.co.il" and
     "cupidon.co.il" and "kupid.co.il" and "Cupidmail.co.il" and
     "Cupidonmail.co.il" and "Kupidmail.co.il" (all: "THE DOMAINS NAMES") for
     and on behalf of MatchNet. To that end, the grantee is empowered to apply
     for the recordal of transfer of title and ownership, and/or change of name
     and address and to take any steps necessary in order to affect the transfer
     of the domain names to MatchNet.

(3)  To demand, sue for, collect, and receive all right, money, debt, accounts,
     legacies, bequests, interest, dividends, annuities, and demands as detailed
     in the Asset Purchase Agreement between MatchNet Plc and Point Match USA
     Inc. dated November 27, 2003, and transfer them to MatchNet, as are now or
     shall hereafter become due, payable, or belonging to principal, and take
     all lawful means, for the recovery thereof and to compromise the same and
     give discharges for the same.




In witness whereof, this document is subscribed at ___________________, on the
day of the month of ___________, two thousand and three.


                                      For:




                                       1

<PAGE>
EXECUTION COPY


                                  Exhibit 6.4


                     License with respect to the Trademarks


Will be provided within 14 days of signing















                                 Page 14 of 19
<PAGE>
EXECUTION COPY


                                  Exhibit 6.6


                              Guarantee from Mapal


Attached















                                 Page 15 of 19
<PAGE>
exhibit #____

                                                              __th December 2003

To:
MatchNet Plc
Wilshire Blvd 8383
Beverly Hills 90211, LA,
United States


Dear Sirs,


RE: LETTER OF GUARANTEE

With regard to the ASSET PURCHASE AGREEMENT, between you and Point Match USA
Inc. ("PM") dated __ November 2003 (the "APA AGREEMENT"), we hereby agree and
undertake as follows:

1.  If either one of the following events occurs during the period of 90 days,
    commencing on Closing Date, as defined in the APA Agreement (the "EVENTS"):

    i.   PM becomes insolvent, or

    ii.  PM have a receiver or administrator appointed, or

    iii. A petition of bankruptcy, voluntarily or involuntarily, will be filed
         against PM, and the circumstances giving rise to the filing of such a
         petition were not cured within thirty days.

2.  And if in consequences of the occurrence of any of the Events, PM will not
    be able to execute its obligations under the APA AGREEMENT, we agree and
    undertake to defend, indemnify and hold you harmless from and against any
    and all damage, claims, costs, expenses, liabilities or losses, including
    attorneys' fees and court costs incurred by the occurrence of the Events.

3.  In the event payments due under this guarantee are not paid upon demand,
    then we shall pay all reasonable costs and solicitors fees necessary for the
    collection and enforcement of this guarantee.

4.  We warrant and represent that we have full authority to enter into this
    guarantee.

5.  This guarantee shall be binding upon and inure to the benefit of you, your
    successors and assigns.

      IN WITNESS whereof we have signed this guarantee on the date and year
      first above written


_________________________
Mapal Communications Ltd.
   an Israeli company
(company number ________)

                                       1


<PAGE>
EXECUTION COPY


                                  Exhibit 6.7


                             Compliance Certificate


Attached















                                 Page 16 of 19
<PAGE>
                              COMPLIANCE CERTIFICATE

December __, 2003


To:
MatchNet Plc
Willshire Blvd 8383
Beverly Hills 90211, LA,
United States


Ladies and Gentlemen:

Pursuant to Section 6.7 of that certain Asset Purchase Agreement (the "PURCHASE
AGREEMENT") by and among Match Point USA Inc. (the "SELLER") and MatchNet Plc,
(the "PURCHASER") dated November __, 2003, the undersigned hereby certifies to
the Purchaser that as of the date of Closing (as defined in the Purchase
Agreement):

1.   The representations and warranties made by the Seller in Section 11 in the
Purchase Agreement are true and correct on the date of the Closing, and there
was no material adverse effect in the Seller business results.

2.   All covenants, agreements and conditions contained in the Purchase
Agreement to be performed or complied with by the Seller at or prior to Closing
have been performed or complied with in all respects.


Very truly yours,



_____________________________
Zion Madmon
Chief Executive Officer
<PAGE>

EXECUTION COPY

                                  Exhibit 10.2

                            Non-Compete undertaking


Attached


                                 Page 17 of 19
<PAGE>
exhibit # ___

                                                              __th December 2003

To
MatchNet Plc
Wilshire Blvd 8383
Beverly Hills 90211, LA,
United States

Dear sir,

Re: NON-COMPETITION WARRANTY

In consideration of the Purchase Price paid for certain assets by the
Purchaser, as detailed in the ASSET PURCHASE AGREEMENT, dated __ November 2003
(the "APA USA AGREEMENT"), we, the undersigned, severally and not jointly,
agree and undertake as follows:

1.   Not to compete, directly or indirectly, with you, nor your business and its
     successors and assigns, in the area of Online Dating that is targeted for
     Israelis and/or Jewish users ("THE COMPETITION FIELD") during and for a
     period of three (3) years commencing on the Closing Date, unless otherwise
     agreed between the Parties or their affiliates in writing.

2.   Each of the undersigned, severally, approves that he/it acknowledges and
     agrees that because of the worldwide access of the Internet and World Wide
     Web, the provisions of this NON-COMPETITION WARRANTY are reasonable with
     respect to the scope of restriction, duration and the geographic scope and
     are reasonably necessary to protect the value of the Assets which be given
     in detail in the APA USA AGREEMENT.

3.   By signing on this NON-COMPETITION WARRANTY, we undertake to avoid from
     investing in the Competing Field in excess of 5%, or more of the beneficial
     interest of any company or venture. For the avoidance of doubt, our
     obligation above shall not include investing in the Competing Field of up
     to 5% or less, of the beneficial interest of any company or venture, or
     investment in any amount in MatchNet, or Mapal's indirect investment of
     7.5% in Ami Channels Ltd..

4.   This NON-COMPETITION WARRANTY shall be binding upon and inure to the
     benefit of you and us, our successors and assigns.

5.   Terms, which are used in this warranty and are not defined, will have the
     meaning as in the APA USA AGREEMENT.


     --------------------------              ---------------------------
      Mapal Communications Ltd                      Madmon Rami


     --------------------------              ---------------------------
          Zion Madmon                               Nimrod Lev


                                       1
<PAGE>
Execution Copy


                                  Exhibit 11.1


                                Representations


Attached















                                 Page 18 of 19
<PAGE>


                                                                       Cupid.co.II                              Jcupid.com
                                            -----------------------------------------------------------  -------------------------
                                            03-????                                    03-????  03-????  03-????  03-????  03-????
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
MEMBERSHIP:
----------------------------------------------------------------------------------------------------------------------------------
Number of new members                                                          25,563  22,721    23,049   4,298    3,980    4,224
----------------------------------------------------------------------------------------------------------------------------------
Number of registered members at the end of  We do not keep record of number of                  278,897  119,360  122,705  126,366
each period                                 registered users in the past, so we can
                                            provide only the number of registered
                                            users as of current date. The active
                                            database contains records of members that
                                            were active after January 1, 2003 and
                                            members that were subscribers in the past
                                            regardless if they are active in 2003. An
                                            inactive database contains members that
                                            were active in 2002 and not active in 2003.
----------------------------------------------------------------------------------------------------------------------------------
Number of registered members in non-active                                                      103,852                       none
database
----------------------------------------------------------------------------------------------------------------------------------
Number of members with good external        We do not validate emails, so we do not             225,330  115,730  119,075  122,736
email address as of October 31, 2003        have absolute number of good emails. The
                                            represented numbers are of all emails
                                            (good and bad)
----------------------------------------------------------------------------------------------------------------------------------
Number of unique members (including                                                              86,082                     30,017
newly registered members) that have
logged in October
----------------------------------------------------------------------------------------------------------------------------------
Number of unique logins in the last                                                             133,519                     44,324
90 days
----------------------------------------------------------------------------------------------------------------------------------
Number of unique logins in the last                                                             188,115                     63,964
180 days
----------------------------------------------------------------------------------------------------------------------------------
Number of gay members                       Information is provided from the active               7,460                      2,665
                                            database and from the inactive database
                                            (see above).
----------------------------------------------------------------------------------------------------------------------------------
Number of lesbians                          Information is provided from the active               5,730                      1,218
                                            database and from the inactive database
                                            (see above).
----------------------------------------------------------------------------------------------------------------------------------
Number of heterosexual females              Information is provided from the active             105,249                     47,699
                                            database and from the inactive database
                                            (see above).
----------------------------------------------------------------------------------------------------------------------------------
Number of heterosexual females with         Information is provided from the active              21,208                     11,777
photos                                      database and from the inactive database
                                            (see above).
----------------------------------------------------------------------------------------------------------------------------------
Number of heterosexual males                Information is provided from the active             160,458                     77,345
                                            database and from the inactive database
                                            (see above).
----------------------------------------------------------------------------------------------------------------------------------
Number of heterosexual males with           Information is provided from the active              44,590                     16,109
photos                                      database and from the inactive database
                                            (see above).
----------------------------------------------------------------------------------------------------------------------------------
Number of members under the age             Information is provided from the active              10,240                         68
of 18                                       database and from the inactive database
                                            (see above).
----------------------------------------------------------------------------------------------------------------------------------
Financial Data: (cupid - NIS
including VAT, jcupid - $)

<PAGE>



                                                                 Cupid.co.il                                  Jcupid.com
                                           ---------------------------------------------------    ---------------------------------
                                                   03-??????             03-??????   03-??????    03-??????   03-??????   03-??????
                                           --------------------------    ---------   ---------    ---------   ---------   ---------
                                                                                                       
Number of new subscriptions - total                             2,723        2,397       2,373        1,085       1,003       1,063
Number of new subscriptions - 1 month                           1,570        1,370       1,321
Number of new subscriptions - 3 months                          1,032          922         928
Number of new subscriptions - 6 months                            121          105         124
Revenue from New Subscriptions                                354,423      312,282     332,547       42,087      40,764      44,254
(including SMS)
Number of points purchases                                        838          840         950
Revenue from Points                                            56,055       55,830      63,220
Number of renewals                                              3,607        3,647       3,885          983         987       1,074
Revenue from renewals                                         233,890      237,460     256,305       19,309      19,347      20,860
Number of sole SMS purchases (not                                 240          224         275
including SMS purchases as part of
subscription)
Revenue from sole SMS purchases (not                            3,660        3,420       4,385
including SMS purchases as part of
subscription)
Revenue from SMS included in new                                4,145        4,920       3,400
subscriptions
Revenue from SMS - total                                        7,805        8,340       7,785
Revenue from Advertising                                      106,796       81,968      72,846
Number of active subscriptions as of                                                     9,050
Nov 24, 2003                                                                                                                  3,482
Number of paying points holders                                                          8,556
Number of free subscriptions as of Nov                                                  17,236                               20,988
24, 2003
Number of members with good email          We do not validate emails,                   41,062
address that have subscribed ever          so we do not have absolute
                                           number of good emails. The
                                           represented numbers are of
                                           all emails (good and bad)

Revenue in Checks                                                                        9,900
Revenue in Deposits                                                                     12,055
Revenue in Cash                                                                            360


Note: The data in this spreadsheet is based on the systems' databases as of November 25, 2003

<PAGE>


----------------------------------------------------------------------------------------------------------
                                                                                  CUPID.CO.IL   JCUPID.COM
----------------------------------------------------------------------------------------------------------
                                                                                           
Number of subscribers with expiration date after 12/25/2003 (as of 11/25/2003)         2,666        1,740
----------------------------------------------------------------------------------------------------------
Revenue of May 2003 including vat (Cupid-NIS, Jcupid-$)                              557,262       54,737
----------------------------------------------------------------------------------------------------------
Number of points in effect (as of 11/26/2003)                                         32,826
----------------------------------------------------------------------------------------------------------
Registered 2/2003-7/2003 (see note1)                                                 144,998       33,912
----------------------------------------------------------------------------------------------------------
Revenues 2/2003-7/2003 (see note1) (Cupid-NIS, Jcupid-$)                           3,420,939      316,463
----------------------------------------------------------------------------------------------------------
AFFILIATES REGISTRATION
----------------------------------------------------------------------------------------------------------
Registered through affiliates 2/2003-10/2003 (see note2)                              86,071
----------------------------------------------------------------------------------------------------------
Registered total 2/2003-10/2003 (see note2)                                          178,058
----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------
Note1: About 9000 profiles were imported to Jcupid on 5/2003
----------------------------------------------------------------------------------------------------------
Note2: Since we do not keep deleted profiles in cupid.co.il, the numbers
represented here are lower than the calculation of registered users in the other
table, which was based on member id sequence. However, these numbers represent
accurately the ratio between the total registration number and the number of
registrations through affiliates.
----------------------------------------------------------------------------------------------------------
Note3: The data in this spreadsheet is based on the systems' databases as of
November 25, 2003
----------------------------------------------------------------------------------------------------------


<PAGE>
EXECUTION COPY



                                   Exhibit 18

                                 Press release


Attached




















                                 Page 19 of 19
<PAGE>
                              [MatchNet plc LOGO]

PRESS RELEASE                                                (November 27, 2003)

    MatchNet(R) plc Signs Agreement to Purchase Cupidon.co.il and JCupid.com

LOS ANGELES, CA- MatchNet plc (MHJG: Frankfurt Stock Exchange - Prime Standard),
one of the largest providers of online personals worldwide, today announced that
it had signed agreements with Point Match Ltd., of Tel Aviv, Israel, to purchase
certain assets, including Cupidon(R).co.il, the leading internet personals
service in Israel, and JCupid(R).com, which is a competitor of MatchNet's
JDate(R).com.

"This deal cements MatchNet's leadership position in the Jewish online personals
market," said Joe Shapira, Chairman and CEO of MatchNet, "and is an important
step in our strategy, is to spread our success in the Jewish community with
JDate and expand it outside the English speaking world."

"JDate is unique in the online personals industry in its market penetration in
the US," added Shapira, "and has provided MatchNet with a solid foundation to
enable the growth of AmericanSingles(R) into one of the world's largest
personals sites. This transaction will allow us to consolidate our base and
expand in both the Jewish and general markets."

About MatchNet plc:
MatchNet plc is one of the world's largest providers of online dating services.
The MatchNet network includes AmericanSingles(R).com, FaceLink(R).com,
MatchNet.de, MatchNet.co.uk, and MatchNet.com.au. In addition, the Company
operates JDate(R).com & JDate.co.il, the dominant Jewish dating services
worldwide; Glimpse(TM).com, an online dating community for relationship-minded
gay men and women; and CollegeLuv(TM).com, an online destination for the
college-age demographic. MatchNet was incorporated in England in 1998. More
information is available at www.MatchNet.com

For More Information:
     Media:              Gail Laguna
                         + 1 323 836 3000 ext. 815
                         Gail@MatchNet.com

     Investors:          Elmar Bob
                         + 49 69 74 09 37 88
                         Elmar@MatchNet.com


                                    # # # #


                                  MatchNet plc
                 Registered in England - Company Number 3628907
        8383 Wilshire Boulevard, Suite 800 - Beverly Hills, CA 90211 USA
               Telephone: + 1 323 836 3000 - Fax +1 323 836 3333

Source: OneCLE Business Contracts.