SHARE TRANSFER AGREEMENT

 

                                                                 Exhibit 10.(53)

                            SHARE TRANSFER AGREEMENT

This SHARE TRANSFER AGREEMENT (this "Agreement") is entered into as of the 14th
day of July, 2000, by and between VIRTUAL COMMUNITIES, INC., a Delaware
corporation, having an address at 589 8th Avenue New York, New York ("VCI") and
RAN EILAM, having an address at _____________ and NOAM ILAN having an address at
_____________ (each "Founder", jointly the "Founders").

In consideration of the mutual covenants and obligations herein contained, the
parties hereby agree as follows:

1.       PURCHASE OF SHARES

         1.1 Agreement to Purchase. Subject to and in accordance with the terms
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and conditions of this Agreement and in reliance upon the representations, VCI
hereby agrees to purchase from each Founder, and each Founder hereby agrees to
transfer, assign, and deliver to VCI, 75 Ordinary Shares of Cortext, nominal
value of NIS 1.00 (the "Shares"), 150 Shares in all, in four installments (each
an "Installment Closing"), as set forth in Exhibit 1 annexed hereto (the
"Purchase Price"). VCI shall execute the payments set forth in Exhibit 1 upon
the dates set forth therein. All amounts shall be paid to the Founders in US
Dollars upon each Installment Closing.

2.       CONDITIONS TO OBLIGATION TO CLOSE

                  2.1 Conditions to Obligations of VCI. The obligations of VCI
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to consummate the transactions to be performed by it in connection with each
Installment Closing is subject to the condition that the representations set
forth in Section 4 below shall be true and correct in all material respects upon
such Installment Closing and the receipt of 2 share transfer deeds in the form
annexed hereto as Exhibit 2, dated as of the date of such Installment Closing,
each executed by a Founder, together with the share certificates for the
applicable Shares. VCI may waive any condition specified in this Section 2.1 at
or prior to the relevant Installment Closing.

                  2.2 Condition to Obligation of the Cortext Parties. The
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obligation of the Founders to consummate the transactions to be performed by
them in connection with each Installment Closing is subject to receipt from VCI
of satisfactory evidence of transfer of the portion of the purchase price set
forth in Exhibit 1 annexed hereto.

3.       REPRESENTATIONS, WARRANTIES, AND AGREEMENTS OF  VCI

3.1      VCI, represents, warrants and agrees that: (a) it is duly organized and
         validly existing under the laws of its jurisdiction; (b) all actions on
         its part necessary for the authorization, execution, delivery, and
         performance by it of this Agreement and all related transactions
         contemplated hereby, have been duly taken; (c) the execution, delivery
         and performance of this Agreement and all related transactions
         contemplated hereby do not violate its governing internal documents;
         and (d) the individual executing this Agreement on behalf of VCI has
         appropriate authority to act on behalf of VCI.

4.       REPRESENTATIONS and WARRANTIES OF THE founders

         Each Founder, represent as far as it relate to his Shares that:

4.1      He has the capacity to enter into this Agreement and to perform his
         obligations hereunder.

4.2      This Agreement is the legal, valid, and binding obligation of the
         Founder, enforceable as to the Founder in accordance with its terms.
         The execution, delivery and performance of this Agreement by the
         Founder and all related transactions contemplated hereby do not (a)
         breach or violate any law or agreement, or (b) require the consent or
         agreement of any person who is not a party to this Agreement except for
         VCI's consent, under the Company's Articles of Association which is
         deemed given.

4.3      The Founder has not granted any "Security Interest" in the Shares to be
         transferred by such Founder. "Security Interest" means any interest or
         equity of any person (including any

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         right to acquire, option, or right of preemption) or any mortgage,
         charge, pledge, lien, or assignment, or any other encumbrance or
         security interest or arrangement of whatsoever nature over or in the
         Shares.

4.4      The Founder has good, indefeasible and marketable title to the Shares
         to be transferred by such Founder. Upon the date hereof and each
         Installment Closing Date, (a) the Founder shall have full right, power
         and authority to effect the transfer and delivery of its Shares; (b)
         there shall be no agreements or restrictions that have not been
         canceled or waived which in any way limit or restrict the legal ability
         of such Founder to transfer to VCI good, indefeasible and marketable
         title, free of any encumbrances, to its Shares; and (c) there will be
         no shareholders agreements, voting trusts or other agreements or
         understandings with respect to the voting of the Shares (or otherwise
         affecting the Shares) that have not been canceled.

4.5      Upon the payment of the applicable portion of the Purchase Price by VCI
         upon each Installment Closing Date, VCI shall receive good and valid
         title to the portion of the Shares to be transferred upon such
         Installment Closing Date, free and clear of any Security Interests.

4.6      Survival.  Each representation herein is deemed to be made on the date
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         hereof this Agreement and each Installment Closing Date. Each Founder
         shall notify VCI in case any of the aformentioned representations is
         not met as soon as he become aware of it .

5.       MISCELLANEOUS

5.1      Communications. All notices or other communications hereunder shall be
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         in writing and shall be given in person, by registered mail (registered
         international air mail if mailed internationally) return receipt
         requested, by an overnight courier service which obtains a receipt to
         evidence delivery, or by facsimile transmission (provided that written
         confirmation of receipt is provided), addressed as set forth above or
         such other address as any party may designate to the others in
         accordance with the aforesaid procedure. All notices and other
         communications delivered in person or by courier service shall be
         deemed to have been given upon receipt, those given by facsimile
         transmission shall be deemed given twenty-four hours following
         transmission with confirmed answer back, and all notices and other
         communications sent by registered mail (or air mail if the posting is
         international) shall be deemed given seven (7) days after posting.

5.2      Successors and Assigns. This Agreement shall be binding upon and inure
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         to the benefit of and be enforceable by the Founders and VCI and their
         respective successors and assigns.

5.3      Delays or Omissions; Waiver. No delay or omission to exercise any
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         right, power, or remedy accruing to any party hereto upon any breach or
         default by the other under this Agreement shall impair any such right,
         or remedy nor shall it be construed to be a waiver of any such breach
         or default, or any acquiescence therein or in any similar breach or
         default thereafter occurring.

5.4      Entire Agreement. This Agreement (together with the schedules and
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         exhibits attached hereto) contains the entire understanding of the
         parties with respect to its subject matter and all prior negotiations,
         discussions, commitments, and understandings heretofore had between
         them with respect thereto are merged herein.

5.5      Headings. All article and section headings herein are inserted for
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         convenience only and shall not modify or affect the construction or
         interpretation of any provision of this Agreement.

5.6      Counterparts; Governing Law. This Agreement may be executed in any
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         number of counterparts, each of which shall be deemed an original and
         enforceable against the parties actually executing such counterpart,
         but all of which together shall constitute one and the same instrument.
         This Agreement shall be governed by and construed in accordance with
         the laws of the State of Israel, without giving effect to the rules
         respecting conflict of law, and the parties hereto irrevocably submit
         to the exclusive jurisdiction of the courts located in Jerusalem in
         respect of any dispute or matter arising out of or connected with this
         Agreement.

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5.7      Further Actions. At any time and from time to time, each party agrees,
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         without further consideration, to take such actions and to execute and
         deliver such documents as may be reasonably necessary to effectuate the
         purposes of this Agreement.

         IN WITNESS WHEREOF, this Agreement has been duly executed on the date
set forth above.

VIRTUAL COMMUNITIES, INC.

By       : /s/ Avi Moskowitz
Name:      Avi Moskowitz
Title    : CEO and President

/s/ Ran Eilam                   /s/ Noam Ilan

RAN EILAM                       NOAM ILAN 

Basic Info X:

Name: SHARE TRANSFER AGREEMENT
Type: Share Transfer Agreement
Date: Sept. 7, 2000
Company: VIRTUAL COMMUNITIES INC/DE/
State: Delaware

Other info:

Date:

  • 14th day of July , 2000

Organization:

  • Ordinary Shares of Cortext
  • Company 's Articles of Association

Location:

  • Delaware
  • New York
  • US Dollars
  • Israel
  • Jerusalem

Person:

  • Avi Moskowitz
  • Eilam s Noam Ilan RAN EILAM NOAM ILAN