svorai_13d.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TPTpTz9LPZ4TKmeO3vrEmjv+07BqVjmeDkt7nChFW1oI1Om/bLIVMP9V3XJMTwMT NI2HEZ9zqkW8VDQ9gFm1nA== 0001477932-10-000945.txt : 20101206 0001477932-10-000945.hdr.sgml : 20101206 20101206161545 ACCESSION NUMBER: 0001477932-10-000945 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101206 DATE AS OF CHANGE: 20101206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Svorai Dror CENTRAL INDEX KEY: 0001507132 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 1720 HARRISON STREET STREET 2: 18TH FLOOR, SUITE PENTHOUSE A CITY: HOLLYWOOD STATE: FL ZIP: 33020 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: InfoSpi, Inc. CENTRAL INDEX KEY: 0001427352 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85790 FILM NUMBER: 101234444 BUSINESS ADDRESS: STREET 1: 1150 SILVERADO ST. CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 858-459-1133 MAIL ADDRESS: STREET 1: 1150 SILVERADO ST. CITY: LA JOLLA STATE: CA ZIP: 92037 SC 13D 1 svorai_13d.htm SC 13D svorai_13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

INFOSPI, INC.

(Name of Issuer)

SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

45678X 103

(CUSIP Number)

DROR SVORAI

1720 HARRISON STREET, 18TH FLOOR, SUITE PENTHOUSE A, HOLLYWOOD, FLORIDA 33020

TELEPHONE NO. (305) 573-0441

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications)

November 25, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e) 240.13d-1(f) or 240.13d-1(g), check the following box. o

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 8 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

1. Names of Reporting Person: Dror Svorai

2. Check the Appropriate Box if a Member of a Group (SEE Instructions)

(a) o

(b) o

3. SEC Use Only:

4. Citizenship or Place of Organization

USA

Number of Shares Beneficially by Owned by Reporting Person With:

7. Sole Voting Power: 41,415,810 (1) (2)

8. Shared Voting Power: -0-

9. Sole Dispositive Power: 41,415,810 (1) (2)

10. Shared Dispositive Power: -0-

11. Aggregate Amount Beneficially Owned by Reporting Person: 41,415,810 (1) (2)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (SEE INSTRUCTIONS):

13. Percent of Class Represented by Amount in Row (11): 42.7%(2)

14. Type of Reporting Person (SEE Instructions): IND

(1) This figure consists of: (i) 12,500,000 shares of common stock; and (ii) 28,915,810 shares of common stock held in escrow of which certain shares have and will be released according to the terms and provisions of that certain share purchase agreement. All 28,915,810 shares held in escrow will be released to the Reporting Person no later than March 15, 2011.

(2) Based on 96,890,258 shares of the Issuer's common stock issued and outstanding as of November 30, 2010.

The class of equity securities to which this statement relates is shares of common stock, par value $0.001 per share (the "Shares"), of InfoSpi, Inc., a corporation organized under the laws of the State of Nevada (the "Issuer"). The principal executive office of the Issuer is 1720 Harrison Street, 18th Floor, Suite Penthouse A, Hollywood, Florida 33020.

ITEM 2. IDENTITY AND BACKGROUND

A. NAME OF PERSON FILING THIS STATEMENT:

This statement is filed by Dror Svorai (the "Reporting Person"). By the duly authorized representative signing this statement, the Reporting Person agrees that this statement is filed on its behalf.

B. RESIDENCE OR BUSINESS ADDRESS:

The business address of the Reporting Person is 1720 Harrison Street, 18th Floor, Suite Penthouse A, Hollywood, Florida 33020.

C. PRESENT PRINCIPAL OCCUPATION AND EMPLOYMENT:

The Reporting Person is a businessman engaging in investment opportunities.

D. CRIMINAL PROCEEDINGS:

During the last five years, the Reporting Person has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors).

E. CIVIL PROCEEDINGS:

During the last five years, the Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or fining any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Effective on November 25, 2010, Eilay Maman and Oyster Shell Investments LLLP (collectively, the “Seller”), who are the record holders of an aggregate 28,915,810 shares of common stock of the Issuer, entered into a share purchase agreement dated November 25, 2010 (the “Share Purchase Agreement”) with the Reporting Person. In accordance with the terms and provisions of the Share Purchase Agreement, the Seller sold the 28,915,810 shares of restricted common stock of the Issuer to the Reporting Person at a price of $0.011 per share for a total purchase price of $325,000.00. The terms and provisions of the Share Purchase Agreement provide that: (i) $150,000 is to be paid upon execution (which as of the date of this Schedule 13D has been paid); (ii) $50,000 is due and owing on January 15, 2011; (iii) $50,000 is due and owing on February 15, 2011; and (iv) $75,000 is due and owing on March 15, 2011. Until the purchase price is paid in full by the Reporting Person, the shares of common stock are being held in an escrow account to be released pro-rata to the Reporting Person as the installments are paid to the Seller by the Reporting Person. The source of funds used by the Reporting Person to acquire the 28,915,810 shares of common stock are personal funds.

In accordance with the further terms and provisions of the transactions, the Issuer issued an additional 12,500,000 shares of restricted common stock to the Reporting Person pursuant to the appointment of the Reporting Person as the sole officer and sole director of the Issuer.

ITEM 4. PURPOSE OF TRANSACTION

The Reporting Person acquired the Issuer's shares as described in Item 3 for investment purposes.

Subject to all relevant securities law restrictions, the Reporting Person may acquire or dispose of securities of the Issuer from time to time in the open market or in privately negotiated transactions with third parties, subject to and depending upon prevailing market conditions for such securities.

Except as otherwise disclosed herein, Reporting Person has no current plans or proposals that relate to or would result in:

(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of the Issuer;

(f) any other material change in the Issuer's business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) any action similar to any of those enumerated above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

The filing of this statement by the Reporting Person shall not be construed as an admission that the Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statements herein.

(a) As of November 25, 2010, the Reporting Person was the beneficial owner of 12,500,000 shares (or approximately 12.9%) of the Issuer's common stock and upon release of the 28,915,810 shares held in escrow, the Reporting Person will be the beneficial owner of an aggregate 41,415,810 shares (or approximately 42.7%) of the Issuer’s common stock.

(b) As of November 25, 2010, the Reporting Person had the sole power to vote or to direct the voting of, or to dispose or to direct the disposition of, 12,500,00 shares (or approximately 12.9%) of the Issuer's issued and outstanding common stock and upon release of the 28,915,810 shares held in escrow, the Reporting Person will have the sole power to vote or to direct the voting of, or to dispose or to direct the disposition of an aggregate 41,415,810 shares (or approximately 42.7%) of the Issuer’s common stock.

(c) As of November 25, 2010, and within the sixty day period prior thereto, no transactions involving the Issuer's equity securities had been engaged in by the Reporting Person other than as disclosed herein.

(d) As of November 25, 2010, to the best knowledge and belief of the undersigned, no person other than the Reporting Person had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer's equity securities.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Other than as disclosed herein, the Reporting Person does not have any contract, arrangement, understanding or relationship with respect to securities of the Issuer including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, and (ii) the Reporting Person has not pledged securities of the Issuer nor are the securities of the Issuer held by the Reporting Person subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Stock Purchase Agreement dated November 25, 2010 among Eilay Maman and Oyster Shell Investment LLLP and Dror Svorai.

SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 6, 2010	/s/ Dror Svorai
	Dror Svorai

EX-10.1 2 infospi_ex101.htm STOCK PURCHASE AGREEMENT infospi_ex101.htm

Exhibit 10.1

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, (the “Agreement”) made this 24th day of November 2010, (the “Effective Date”), by and among on the one hand, (i) Eilay Maman, an individual, and (ii) Oyster Shell Investment, LLLP, their successors and assigns (collectively, the “Sellers”), shareholders of InfoSpi,, Inc., a Nevada corporation, (hereinafter “Company”), and on the other hand, Dror Svorai, an individual, with an address of 1065 Lyontree Street, Hollywood, Florida 33019 (“Buyer”). (Sellers and Buyer may be referred to herein collectively as the “parties”, or individually, as a “party”.)

W I T N E S S E T H:

WHEREAS, Sellers own 28,000,000 shares of common stock of the Company, (the “Stock”); and

WHEREAS, Buyer wishes to purchase the Stock from the Sellers;

NOW, THEREFORE, in consideration of the mutual promises, covenants, and representations contained herein, the parties hereto agree as follows:

ARTICLE 1

1. Agreement to Purchase and Sell. Sellers will sell to Buyer and Buyer agrees to purchase the Stock for a total purchase price of Three Hundred and Twenty-Five Thousand Dollars ($325,000U.S.), (the “Purchase Price”), as follows:

a. One Hundred and Fifty Thousand Dollars ($150,000 U.S.) to be paid by wire transfer to an account designated by the Sellers, or certified bank check (the “Deposit”) on the Effective Date.

b. The balance of the Purchase Price, or One Hundred and Seventy-Five Thousand Dollars ($175,000 U.S.), interest free, shall be paid in installments (collectively, the “Installments”, or individually, the “Installment”) per the following schedule:

Installment Date Installment Amount

January 15, 2011 $50,000

February 15, 2011 $50,000

March 15, 2011 $75,000

c. Until the Purchase Price is paid in full by the Buyer to the Sellers, the Stock shall be held in a escrow account by an escrow agent mutually selected by the Buyer and the Sellers, (the “Escrow”), to be released pro-rata to the Buyer as the Installments are paid to the Sellers by the Buyer.

2. Closing And Payment. Subject to the terms and conditions hereof, and in reliance upon the written representations and warranties of Buyer, Sellers will sell and, subject to the terms and conditions hereof, and Purchaser will purchase, the Stock. The Closing shall be held at Sellers’ Office on the Effective Date on such date as may be agreed upon by the Parties (the “Closing Date”). At the Closing, Sellers shall deliver: the Stock to Buyer along with executed stock powers. At the Closing, Buyer will deliver to Sellers the Purchase Price by wire transfer or such other means as the Parties may agree upon in writing.

3. Representations and Warranties of Sellers. Sellers hereby represents and warrants to Buyer that the statements in the following paragraphs of this Section 3 are all true and complete as of the date hereof:

a. Authority; Due Authorization. This Agreement has been duly and validly executed and delivered by Sellers, and upon the execution and delivery by Buyer of this Agreement and the performance by Buyer of Buyer’s obligations herein, will constitute, a legal, valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms, except as such enforcement may be limited by bankruptcy or insolvency laws or other laws affecting enforcement of creditors’ rights or by general principles of equity.

b. Title to Stock. Sellers is the sole record and beneficial owner of the Stock and has sole managerial and dispositive authority with respect to the Stock. Sellers has not granted any person a proxy with respect to the Stock that has not expired or been validly withdrawn. The sale and delivery of the Stock to Buyer pursuant to this Agreement will vest in Buyer legal and valid title to the Stock, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever (“Encumbrances”) (other than Encumbrances created by Buyer and restrictions on resales of the Stock under applicable securities laws).

4. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Sellers that the statements in the following paragraphs of this Section 4 are all true and complete as of the date hereof:

a. Exempt Transaction. Buyer understands that the offering and sale of the Stock is intended to be exempt from registration under the Act and exempt from registration or qualification under any state law.

b. Full Authority. Buyer represents that he has full power and authority to enter into this Agreement. This Agreement has been duly and validly executed and delivered by Purchaser, and upon the execution and delivery by Sellers of this Agreement and the performance by Sellers of its obligations herein, will constitute, a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforcement may be limited by bankruptcy or insolvency laws or other laws affecting enforcement of creditors’ rights or by general principles of equity.

c. Investment Intent. The Stock to be purchased by Buyer hereunder will be acquired for investment for Buyer’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof, and Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same.

d. Information Concerning the Company. Buyer has conducted his own due diligence with respect to the Company and its liabilities and believes he has enough information upon which to base an investment decision in the Stock. Buyer acknowledges that Sell has made no representations with respect to the existence or non-existence of liabilities in the Company.

e. Investment Experience. The Buyer understands that the purchase of the Stock involves substantial risk. The Buyer (a) has experience as a purchaser in securities of companies in the development stage and acknowledges that he can bear the economic risk of Buyer’s investment in the Stock and (b) has such knowledge and experience in financial, tax, and business matters so as to enable Buyer to evaluate the merits and risks of an investment in the Stock, to protect Buyer’s own interests in connection with the investment, and to make an informed investment decision with respect thereto.

f. No Oral Representations. No oral or written representations have been made other than as stated, or in addition to those stated, in this Agreement, and Buyer is not relying on any oral statements made by Sellers, or any of Sellers's representatives or affiliates, in purchasing the Stock.

5. Indemnification.

a. Basic Standard. Buyer shall indemnify and hold harmless Sellers (the “Indemnified Person”) from and against any losses, damages, expenses and liabilities (collectively “Liabilities”) or actions, investigations, inquiries, arbitrations, claims or other proceedings in respect thereof, including enforcement of this Agreement (collectively “Actions”) (Liabilities and Actions are herein collectively referred to as “Losses”), as they may be incurred (including all reasonable legal fees and other expenses incurred in connection with investigating, preparing, defending, paying, settling or compromising any Losses, whether or not in connection with any pending or threatened Action, and notwithstanding the absence of a final determination as set forth below as to a party’s obligation to reimburse an Indemnified Person for such Losses and the possibility that such payments might later be held to have been improper) to which any of them may become subject and which are related to or arise out of this Agreement or any breach of this Agreement.

b. No Settlement Without Consent of All Indemnified Persons. Buyer agrees that without Indemnified Person’s prior written consent he shall not settle any pending or threatened claim, action, suit or proceeding related to this Agreement unless the settlement also includes an express unconditional release of all Indemnified Persons from all liability and obligations arising therefrom, or indemnifying party reaffirms their obligation to indemnify for or contribute to Losses incurred by any unreleased Indemnified Person as herein provided.

c. Indemnification Procedure. Promptly after receipt of notice of the commencement of any action, any Indemnified Person will, if a claim in respect thereof is to be made against any indemnitor hereunder, notify in writing the indemnitor of the commencement thereof; but omission so to notify an indemnitors will not relieve the indemnitors from any liability hereunder which they may have to any Indemnified Person. If the indemnitor so elects, indemnitor may assume the defense of such Action in a timely manner, including the employment of counsel (reasonably satisfactory to the Indemnified Person) and payment of expenses, provided Indemnitors acknowledge in writing its unconditional obligation pursuant to this agreement to indemnify the Indemnified Person in respect of such Action and provides to the Indemnified Person evidence reasonably satisfactory to it that the indemnitor will have the financial resources to conduct such defense actively and diligently and permit Indemnitee and counsel retained by the Indemnified Person at its expense to participate in such defense. Notwithstanding the foregoing, in the event the Indemnified Party determines in its sole discretion that it is advisable for the Indemnified Person to be represented by separate counsel, then the indemnitee may employ on behalf of the Indemnified Person a single separate counsel to represent or defend such Indemnified Persons in such action, claim, proceeding or investigation and the indemnitee will pay the reasonable fees and disbursements of such separate counsel as incurred.

d. Corporate Changes Will Not Affect Indemnification. In the event of any fundamental change involving the corporate structure of either party, such as by merger, plan of exchange or sale of all or substantially all of its assets, any executory obligations of an indemnitor in this Agreement shall, if not assumed by operation of law, be assumed by contract by the acquiring entity or arrangements made to protect the interests of Indemnified Person reasonably satisfactory to it.

e. Multiple Claims. If multiple claims are brought against an Indemnified Person in any Action with respect to at least one of which indemnification is permitted under applicable law and provided for under this Agreement, the indemnitor agrees that any judgment, arbitration award or other monetary award shall be conclusively deemed to be based on claims as to which indemnification is permitted and provided for.

f. Indemnification Contributions. If the indemnity referred to in this Agreement should be, for any reason whatsoever, unenforceable, unavailable or otherwise insufficient to hold each Indemnified Person harmless, Indemnitors shall pay to or on behalf of each Indemnified Person contributions for Losses so that each Indemnified Person ultimately bears only a portion of such Losses as is appropriate (i) to reflect the relative benefits received by each such Indemnified Person, respectively, on the one hand and Indemnitors on the other hand in connection with the transaction or (ii) if the allocation on that basis is not permitted by applicable law, to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of each such Indemnified Person, respectively, and Indemnitors as well as any other relevant equitable considerations.

g. Not Exclusive Remedy. The obligations of the indemnitor referred to above shall be in addition to any rights that any Indemnified Person may otherwise have.

6. Arbitration. Any controversy of claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof, shall be settled by arbitration in Florida, Broward County, in accordance with the Rules of the American Arbitration Association then existing, and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy. In the event of disputes between the parties related to this transaction, the prevailing party will be entitled to recover reasonable attorney and legal fees and court costs from the non-prevailing party.

7. Termination. Buyer or Sellers may not, except for a material breach or failure of a condition or requirement, on or before the Closing Date.

8. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, except that Buyer may not assign or transfer any of its rights or obligations under this Agreement.

9. Governing Law. Any dispute, disagreement, conflict of interpretation or claim arising out of or relating to this Agreement, or its enforcement, shall be governed by the laws of the State of Florida.

10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A telefaxed copy of this Agreement shall be deemed an original.

11. Headings. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs, exhibits and schedules shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits and schedules attached hereto, all of which exhibits and schedules are incorporated herein by this reference.

12. Costs, Expenses. Each party hereto shall bear its own costs in connection with the preparation, execution and delivery of this Agreement.

13. Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Sellers and the Buyer. No delay or omission to exercise any right, power, or remedy accruing to Buyer, upon any breach, default or noncompliance of Sellers under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. All remedies, either under this Agreement, by law, or otherwise affor ded to Purchaser, shall be cumulative and not alternative.

14. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

15. Entire Agreement. This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the parties with respect to the subject matter hereof.

16. Further Assurances. From and after the date of this Agreement, upon the request of the Buyer or Sellers, Buyer and Sellers shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

17. Brokers. The parties represent and warrant they have entered into this Agreement without the advice of each parties own investment advisor or broker. Further, each party shall be responsible for their own fees to its broker or investment advisor, and neither party shall be responsible for the fees of the other party.

In Witness Whereof, the parties hereto have executed this Agreement as of the Effective Date.

SELLERS		BUYER

By: __________________________		By: ___________________________
Eilay Mayan		Dror Svorai


Oyster Shell Investments, LLLP

By: __________________________

Name: ________________________

Title: _________________________

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