股东协议(英文版)

Shareholders’ Agreement

Between

(1) Policy International,

hereinafter “Policy International.”, (2) Mr. Gao,

hereinafter “Gao”, (3) Ms. Irith Rappaport,

hereinafter “Irith Rappaport”, the parties (1) through (3) hereinafter the “Parties” and individually a “Party”.

Recitals

(A) At the date hereof, the Parties intend to form a British Virgin Island International Business

Company (BVI) called Advanced Technology Solutions (hereinafter “ATS"or the "Company”) and having its registered seat in Hong Kong. The purpose of the Company is the distribution, sale, support and servicing of products (hardware and software) and any accessories hereto for OMAT Ltd. as well as application engineering activities in connection with these products.

(B) Under this agreement (hereinafter the “Agreement”), the Parties wish to agree on certain

aspects of the creation, implementation and operation of the Company.

On this basis, the Parties herewith agree as follows:

1 Directors and Managing Director of ATS

The Company shall have two directors –Mr. Tom (hereinafter Tom) and Gao. The executive director of the Company shall be Tom. The managing director of the Company shall be Gao. Tom and Gao shall execute their respective offices as Executive Director and as Managing Director of the Company in accordance with the terms of the Company's Articles of Association until his removal by a shareholders’ resolution.

2 Financing of ATS

Immediately upon foundation of the Company Policy International will grant the Company a non-interest bearing shareholder loan in the amount of $300,000 USD. Gao shall grant a non-interest bearing shareholder loan to the Company in the amount of 103,000. The shareholder loans will be used to pay OMAT Ltd. $403.000 for payment of products purchased by Top Fortune Ltd. and transferred to the ownership of the Company.

3 Repayment of the Shareholders Loans

Prior to the repayment of the shareholder loans by the company, the first $20,000 USD of revenue from the sale of Omat Ltd. Products to customers in China by the Company shall remain in the accounts of the Company to be used for working capital. Additional Company revenues shall be dispersed as follows:

(i) The next $20,000 USD in revenues will be paid to Gao for partial

repayment of his shareholder loan to the Company.

(ii) 75% of the additional revenues (after the initial $40,000 USD), shall be paid to Policy International and Gao on a pro-rata basis towards repayment of

their shareholder loans to the Company (ie: 78.4% will be paid by the

Company to Policy International and 21.6% will be paid by the Company to

Gao) until the shareholder loans are fully repaid.

(iii) After the Shareholders loans have been fully repaid the shareholders shall determine the Company's policy for revenues and profits. and any

distribution of profits to the shareholders, as dividends or otherwise, shall

be made in accordance with the actual shares held by each shareholder.

4 Advisory Board

The Company shall, in accordance with its Articles of Association have an advisory

board. The Advisory Board of the Company will be composed of Tom (Chairman),

Gao and Mr. Mark Zuckerman.

5 Distribution Agreement

Immediately after the founding of ATS, OMAT Ltd. and Tom, Executive Director (on behalf of ATS) shall enter into an agreement for the distribution of OMAT Ltd. Products by ATS, and other contracts, if any). Tom as Executive Director of ATS shall sign on behalf of ATS and his signature shall be binding upon the Company.

6 Translation of Announcements

The Managing Director of ATS shall immediately transmit to the directors and member of the Advisory Board of ATS a true English translation of any official notices, announcements

made to or about the Company by any official or governmental agency or body, or any other document pertinent to the Company and its business, in accordance with Sec. 14 of the Company's Article of Association.

7 Miscellaneous

7.1 Any amendments or changes of this Agreement must be made in writing.

7.2 This Agreement shall be governed by and construed according to the laws of the State of

Israel without regard to the conflict of laws provisions thereof. The competent courts of the Tel Aviv-Jaffa district shall have exclusive jurisdiction to hear all disputes arising in connection with this Agreement.

7.3 If for any reason any term or condition herein shall be declared or deemed void, invalid or

unenforceable, such shall not render void, invalid or unenforceable this Agreement or any other term or condition herein contained, and the Parties shall replace the invalid or unenforceable provision by a valid and enforceable one, which as far as legally possible implements their intent and their economic interest.

Reference is made to Exhibit 1 which is an integral part of this Agreement.

This Shareholders Agreement was confirmed and approved by all the shareholders of the Company and signed by them as follows:

AGREED AND SIGNED: Policy International

___________________________

By: Tom

Date: _________________

AGREED AND SIGNED: Gao

___________________________

By: Gao

Date: _________________

AGREED AND SIGNED: Irith Rappaport

___________________________

By: Irith Rappaport

Date: _________________

EXHIBIT 1 to the Advanced Technology Solutions (the "Company") Shareholders Agreement

dated and signed on the _____day of June 2004

Power of Attorney

Ms. Irith Rappaport,

hereby irrevocably and unconditionally authorizes,

Mr. Tom

Residing at 7 Rav Ashi Street, Tel Aviv, 69395, Israel, to represent the undersigned as follows:

The person authorized hereby is irrevocably authorized to vote in my name and in my place at any and all shareholders meetings (general, regular, extraordinary, adjourned as the case may be) of the Company and shall be entitled to undertake any and all acts necessary or appropriate in connection with the above said. The person authorized is indemnified against any liability.

Tel Aviv, this _____ day of June 2004

__________________________

Irith Rappaport