Exhibit 10.3

WHITESMOKE, INC.

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

DECEMBER ___, 2006

Exhibit 10.3

WHITESMOKE, INC.

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

This Series B Preferred Stock Purchase Agreement (the “Agreement”) is made as of the day of December, 2006 by and among WhiteSmoke, Inc., a Delaware corporation (the “Company”), the purchasers listed on Exhibit A attached hereto (each a “Purchaser” and together the “Purchasers”), the person and entities listed in Exhibit C attached hereto (the “Bridge Purchasers”) and Hilla Ovil-Brenner and Liran Brenner (the “Founders”).

The parties hereby agree as follows:

1. Defined Terms Used in this Agreement. The following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

“Investors’ Rights Agreement” means the agreement among the Company and the Purchasers, dated as of the date of the First Closing, in the form of Exhibit D attached hereto.

“Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property or results of operation of the Company, taken together as a whole.

“Securities Act” means the Securities Act of 1933, as amended.

“Transaction Agreements” means this Agreement, the Investors’ Rights Agreement, and the Voting Agreement.

“Voting Agreement” means the agreement among the Company, the Purchasers and others, dated as of the date of the First Closing, in the form of Exhibit F attached hereto.

2. Purchase and Sale of Preferred Stock.

2.1 Sale and Issuance of Series B Preferred Stock.

2.1.1 The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the First Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit B (the “Restated Certificate”).

2.1.2 Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase from the Company and the Company agrees to sell and issue to each Purchaser, an aggregate of up to 1,801,208 shares of Series B Preferred Stock (the “Stock”), as set forth opposite each such Purchaser’s name on Exhibit A, at a purchase price of $1.1290 per share, based on a pre-money valuation of $4,000,000 which includes, inter alia: (A) all outstanding options and warrants on the date of the First Closing, (B) allocation of such options to the Founders, under the Company’s Stock Plan (as defined below), so that each of the Founders shall hold such shares and options representing 6% of the Company’s issued and outstanding share capital following the Third Closing (as defined below) (the “Founders Options”), and (C) reservation of additional 9% of the Company’s issued and outstanding share capital following the Third Closing for additional issuance to employees and consultants under the Company’s Stock Plan and for a total consideration of up to $2,033,564, not including the Bridge Financing Amount (as defined below) (the “Purchase Price”). The number of shares to be purchased by the Purchasers at the First Closing, the Second Closing and the Third Closing (as such terms are defined below), and each Purchaser’s respective Purchase Price at each such closings shall be as set forth in Exhibit A.

2.2 Closing of Issue and Purchase.

2.2.1 Closing. The purchase of the Stock, and the issue and allotment of the Stock, and the registration of the Stock in the names of the Purchasers in the stock ledger of the Company, shall take place at three closings (each, a “Closing”) to be held at the offices of Herzog, Fox & Neeman, 4 Weizmann Street, Tel Aviv. The first closing shall be held at 10:00 am (Israel Time) on December , 2006, or such other date, time and place as the Company and the Purchasers shall mutually agree (the “First Closing” or “Closing Date”).

2.2.2 First Closing; Delivery. At the First Closing the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

(a) The Company shall deliver to each Purchaser a certificate representing the shares purchased at the First Closing as set forth in Exhibit A (the “First Closing Shares”) against payment of the purchase price therefor by wire transfer to a bank account designated by the Company.

(b) The Company shall deliver to each Purchaser the following documents:

(i) True and correct copies of resolutions of the Board of Directors and of the Company’s stockholders, as applicable, as to: (A) the approval and fulfillment of this Agreement (and any of its ancillary documents, schedules or exhibits), including all transactions contemplated hereunder; (B) the adoption of the Restated Certificate; (C) the authorizing the issuance and allotment of the Stock against payment of the Purchase Price; (D) the reservation of an appropriate number of the Common Stock for issuance upon conversion of the Stock; (E) the approval of the allocation of the Founders Options, and (F) the reservation of additional 534,897 shares of Common Stock to be allocated under the Company’s Stock Plan.

(ii) Copies of all applicable consents and waivers in connection with the transactions contemplated hereby, a list of such consents is attached hereto as Schedule 2.2.2(b)(ii).

(c) An amount of $676,380 out of the bridge financing funds in the aggregate amount of $709,944 made available to the Company pursuant to certain offering letters of the Company to the Bridge Purchasers listed in Exhibit C (the “Bridge Financing Undertakings”) prior to the First Closing (the “Bridge Financing Amount”), shall be converted into 599,097 Series B Preferred Stock of the Company at a conversion price of $1.1290 per share; the remaining amount of $33,564 out of the Bridge Financing Amount will be repaid to Roger Gladstone, Atom Corp., Richard Gladstone and Ted Struhl, who each will receive an amount of $8,391. Each Bridge Purchaser’s respective number of shares is opposite each Bridge Purchaser’s name as set forth in Exhibit C attached hereto. Such conversion and repayment shall be deemed as a fulfillment and discharge of any and all of the Company’s repayment obligations under the Bridge Financing Undertakings. For the avoidance of doubt, the warrants issued to each of the Bridge Purchasers under the terms of the Bridge Financing Undertakings, as reflected in the Capitalization Table (as defined herein), shall remain in full force and effect.

2.2.3 Second Closing; Delivery. The second closing (the “Second Closing”) shall be held within 15 days from delivery by the Company of a written certificate of the Chief Executive Officer of the Company stating that the First Milestone, as defined in Exhibit A-1, has been achieved and providing supported documentation. At the Second Closing, the Company shall deliver to each Purchaser a certificate representing the shares purchased at the Second Closing as detailed in Exhibit A (the “Second Closing Shares”) against payment of the purchase price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company.

2.2.4 Third Closing; Delivery. The third closing (the “Third Closing”) shall be held within 15 days from delivery by the Company of a written certificate of the Chief Executive Officer of the Company stating that the Second Milestone, as defined in Exhibit A-2, has been achieved and providing supported documentation. At the Third Closing, The Company shall deliver to each Purchaser a certificate representing the shares purchased at the Third Closing as set forth in Exhibit A (the “Third Closing Shares”) against payment of the Third Closing purchase price by check payable to the Company, by wire transfer to a bank account designated by the Company.

2.2.5 Notwithstanding Sections 2.2.3 and 2.2.4 to this Agreement, in the event that any of the First Milestone or the Second Milestone has not been timely met, the Purchasers may purchase the Second Closing Shares or the Third Closing Shares, as the case may be, in whole or part, by a delivering a written notice to the Company of their wish to exercise their right hereunder within 60 days of the last date in which each such milestone could have been met. Upon the lapse of the said period the right to invest shall expire. A resolution of either (i) Evolution Venture Capital Fund I (Israel) LP and Evolution Venture Capital Fund I (Exempt) LP (“Evolution”) or (ii) Purchasers purchasing at least 70% of the shares purchased by the Purchasers (other than the shares purchased by Evolution and by the Lending Purchasers as a result of the conversion of the Bridge Financing Amount), to purchase the Second Closing shares or the Third Closing Shares, in whole or in part, despite the fact that the corresponding milestone was not met shall bind all Purchasers, provided that such right may be exercised not earlier than six (6) months following the First Closing with respect to the Second Closing, and not earlier than ten (10) months following the First Closing with respect to the Third Closing, and not later than the applicable milestone deadline. In such event the Closing shall be held no later than thirty (30) days following the receipt by the Company of a written notice from Evolution or such Purchasers informing it of the exercise of such right.

2.2.6 Without derogating from the provisions of Section 2.2.5, Evolution and the Company may alter or waive the First Milestone or the Second Milestone by a written agreement between Evolution and the Company and such alteration or waiver shall apply to and bind all Purchasers.

3. Representations and Warranties of the Company. The Company hereby represents and warrants to each Purchaser that, except as set forth on a Schedule of Exceptions delivered separately by the Company to each Purchaser, specifically identifying the relevant subsection hereof, which exceptions shall be deemed to be representations and warranties as if made hereunder, the following representations are true and complete as of the date of the First Closing, except as otherwise indicated. For purposes of these representations and warranties, the term “the Company” shall include any subsidiaries of the Company, unless otherwise noted.

3.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as currently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a Material Adverse Effect.

3.2 Capitalization. The authorized capital of the Company consists, or will consist, immediately prior to the First Closing, of:

(a) 4,075,205 shares of Preferred Stock, of which (i) 1,674,900 shares have been designated Series A Preferred Stock, all of which have been duly authorized, are fully paid and nonassessable and were issued in compliance with the Securities Act and all applicable state securities laws, and (ii) 2,400,305 shares have been designated Series B Preferred Stock, none of which are issued and outstanding immediately prior to the First Closing. The rights, privileges and preferences of the Preferred Stock are as stated in the Restated Certificate.

(b) 6,000,000 shares of Common Stock, of which 332,900 shares are issued and outstanding immediately prior to the First Closing, and 177,486 shares are reserved for issuance to the Bridge Purchasers pursuant to the terms of the Bridge Financing Undertakings. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with the Securities Act and all applicable state securities laws.

(c) The Company has reserved 1,357,693 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to certain warrants/option agreements and to its 2003 and 2006 Employees Option Plans duly adopted by the Board of Directors, copies of which have been provided to Evolution or its counsel (collectively, the “Stock Plan”). Of such reserved shares of Common Stock, 752,296 options to purchase 752,296 shares have been granted and are currently outstanding, and 605,397 shares of Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan.

(d) Attached as Schedule 3.2(d) hereto, is a capitalization table setting forth the number and class of stock held by each stockholder of the Company, and the total number of reserved and granted options, warrants, and all other rights to subscribe for, purchase or acquire from the Company any share of the capital stock of the Company (the “Capitalization Table”). The stockholders set forth in Schedule 3.2(d) are the lawful owners of record, of all of the issued and outstanding share of the capital stock of the Company, and to the Company’s knowledge and except as set forth in Schedule 3.2(d) such share is free and clear of all liens, claims, charges, encumbrances, restrictions, rights, options to purchase, proxies, voting trust and other voting agreements, calls or commitments of every kind, and none of the said individuals owns any other shares, options or other rights to subscribe for, purchase or acquire any share capital of the Company from the Company or, to the Company’s knowledge, from each other. Each of the Founders represents with respect to the shares set forth opposite his name on Schedule 3.2(d) that he is the beneficial owner of such shares free and clear of all liens, claims, charges, encumbrances, restrictions, rights, options to purchase, proxies, voting trust and other voting agreements, calls or commitments of every kind.

(e) Except for (i) the conversion privileges of the Stock; (ii) the rights provided in the Investors’ Rights Agreement and (iii) outstanding options issued pursuant to the Stock Plan and warrants to purchase 177,486 shares issued pursuant to the Bridge Financing Undertakings, as described in the Capitalization Table, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, for the purchase or acquisition from the Company of any shares of its capital stock. No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or terms of such agreements or understandings, or the lapse of a Company repurchase right, upon the occurrence of any event. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means.

3.3 Subsidiaries. The Company owns, beneficially and of record, all of the issued and outstanding share capital of WhiteSmoke Israel Ltd., a company incorporated under the laws of the State of Israel (the “Subsidiary”), and all the rights thereto free and clear of liens, claims, charges, encumbrances, restrictions, rights, options to purchase, proxies, voting trust or other voting agreements. Except for the Subsidiary, the Company does not own any issued and outstanding share capital of any other company, and is not a participant in any partnership, joint venture or other business association. There are no other share capital, preemptive rights, convertible securities, outstanding warrants, options or other rights to subscribe for, purchase or acquire from the Subsidiary or from the Company, any share capital of the Subsidiary and there are not any contracts or binding commitments providing for the issuance of. or the granting of rights to acquire, any share capital of the Subsidiary. All issued and outstanding share capital of the Subsidiary was duly authorized, and is validly issued and outstanding, fully paid and nonassessable. The Subsidiary is duly organized and validly existing under the laws of the State of Israel and has full corporate power and authority to own, lease and operate its properties and assets and to conduct its business. The Subsidiary is duly qualified to do business or where applicable is in good standing in any jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

3.4 Authorization. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the other Transaction Agreements, the performance of all obligations of the Company hereunder and thereunder and the authorization, issuance and delivery of the Stock, the Series A Preferred (as defined in Section 7.1 hereunder) and the Common Stock issuable upon conversion of the Stock (together, the “Securities”) has been taken or will be taken prior to the First Closing, and the Transaction Agreements, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Investors’ Rights Agreement may be limited by applicable federal or state securities laws.

3.5 Valid Issuance of Securities. The Stock, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement and subject to the provisions of Section 3.6 below, the Stock will be issued in compliance with the Securities Act and all applicable other securities laws. The Common Stock issuable upon conversion of the Stock has been duly and validly reserved for issuance, and upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 4 of this Agreement, and subject to Section 4.6 below, the Common Stock issuable upon conversion of the Stock will be issued in compliance with the Securities Act and all applicable federal and state securities laws.

3.6 Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchasers in Section 4 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company or the Subsidiary in connection with the consummation of the transactions contemplated by this Agreement.

3.7 Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to the Company’s knowledge, currently threatened against the Company or the Subsidiary that questions the validity of the Transaction Agreements or the right of the Company to enter into them, or to consummate the transactions contemplated thereby, or that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, or any change in the current equity ownership of the Company. Neither the Company nor, to the Company’s knowledge, any of its officers or directors, is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company or the Subsidiary pending or which the Company or the Subsidiary intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company or the Subsidiary) involving the prior employment of the Founders or any of the Company’s or the Subsidiary’s employees, their use in connection with the Company’s or the Subsidiary’s business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

3.8 Intellectual Property. The Company owns or possesses sufficient legal rights to all trademarks, service marks, tradenames, copyrights, trade secrets, licenses, information and proprietary rights and processes and, to the Company’s knowledge, all patents, in each instance as used by it in connection with its business, which represent all intellectual property rights necessary to the conduct of the Company’s business as now conducted and as presently contemplated to be conducted, without any conflict with, or infringement of, the rights of others. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, domain names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity, except, in either case, for standard end-user, object code, internal-use software license and support/maintenance agreements. The Company has not received any communications alleging that the Company has violated on, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, tradenames, domain names, copyrights, trade secrets or other proprietary rights or processes of any other person or entity, except, in either case, for standard end-user, object code, internal-use software license and support/maintenance agreements. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interest of the Company or that would conflict with the Company’s business. Neither the execution or delivery of the Transaction Agreements, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as proposed, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated. The Company does not believe it is or will be necessary to use any inventions of any of its employees made prior to or outside the scope of their employment by the Company. The Company has not embedded any open source, copy left or community source code in any of its products generally available or in development, including but not limited to any GNU or GPL libraries or code. Set forth in Section 3.8 of the Schedule of Exceptions is a listing of all patents, trademarks and licenses of the Company.

3.9 Compliance with Other Instruments. The Company and the Subsidiary are not in violation or default of any provisions of their respective Restated Certificate or Bylaws or other charter documents, or of any instrument, judgment, order, writ, or decree, or under any note, indenture, mortgage, lease, agreement, contract or purchase order to which it is a party or by which it is bound or, of any provision of statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated hereby or thereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval applicable to the Company, its prospects, business or operation, or any of its assets or properties.

3.10 Agreements; Actions.

(a) Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, (iii) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common Stock, in each instance, approved by the Board of Directors and (iv) the transactions contemplated by the Transaction Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.

(b) Except for the Transaction Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of, $25,000, other than as set forth in Section 3.10(b)(i) of the Schedule of Exceptions, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company other than (A) the license of the Company’s software and products in the ordinary course of business or (B) the license to the Company of generally commercially available “off-the-shelf third-party products, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products.

(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $25,000 or in excess of $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.

(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated with that person or entity) shall be aggregated for the purposes of meeting the individual minimum dollar amounts of each such subsection.

(e) The Company has not engaged in the past three months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of the Company’s assets, (ii) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company.

3.11 Disclosure. The Company has provided each Purchaser with all the information such Purchaser has requested for deciding whether to purchase the Stock. To the Company’s knowledge, no certificates made or delivered in connection with the Transaction Agreements contain any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

3.12 Related-Party Transactions. No employee, officer or director of the Company (a “Related Party”) or member of such Related Party’s immediate family, or any corporation, partnership or other entity in which such Related Party is an officer, director or partner, or in which such Related Party has an ownership interest or otherwise controls, is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them. To the Company’s knowledge, none of such persons have any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company, except that Related Parties and members of their immediate families may own stock in (but not exceeding 2% of the outstanding capital stock of) publicly traded companies that may compete with the Company. To the Company’s knowledge, no Related Party or member of their immediate families is directly or indirectly interested in any material contract with the Company. The Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

3.13 Rights of Registration and Voting Rights. Except as provided in the Investors’ Rights Agreement, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated in the Voting Agreement, no stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company.

3.14 Title to Property and Assets. The Company owns its property and assets free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances other than to the lessors of such property or assets.

3.15 Financial Statements. The Company has made available to each Purchaser its audited financial statements (including balance sheet, income statement and statement of cash flows) as of December 31, 2005 and for the fiscal period ended December 31, 2005 and its unaudited financial statements (including balance sheet, income statement and statement of cash flows) as of September 30, 2006 and for the nine-month period ended September 30, 2006 (collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated, except that the unaudited Financial Statements may not contain all footnotes required by generally accepted accounting principles. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Financial Statements, the Company has no material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2006 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in both cases, individually or in the aggregate are not material to the financial condition or operating results of the Company. Except as disclosed in the Financial Statements, the Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

3.16 Changes. Since the date of most recent financial statements, there has not been:

(a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse;

(b) any damage, destruction or loss, whether or not covered by insurance, that constitutes a Material Adverse Effect;

(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect;

(e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;

(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;

(g) any sale, assignment or transfer by the Company of any patents, trademarks, copyrights, trade secrets or other intangible assets by the Company;

(h) any resignation or termination of employment of any officer or key employee of the Company;

(i) any material change, except in the ordinary course of business, in a contingent obligation of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;

(j) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets;

(k) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

(l) any declaration, setting aside or payment or other distribution in respect to any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company;

(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or

(n) any arrangement or commitment by the Company to do any of the things described in this Section 3.16.

3.17 Tax Returns and Payments. The Company or the Subsidiary has filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due.

3.18 Insurance. The Company has in full force and effect fire and casualty insurance policies, with extended coverage, sufficient in amount (subject to reasonable deductibles) to allow it to replace any of its properties that might be damaged or destroyed.

3.19 Labor Agreements and Actions. Neither the Company nor the Subsidiary is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Company’s knowledge, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the Company’s knowledge threatened, nor is the Company aware of any labor organization activity involving its employees. The Company is not aware that any officer or key employee intends to terminate their employment with the Company, nor does the Company have any present intention to terminate the employment of any officer or key employee.

3.20 Employees. Neither the Company nor the Subsidiary has any employment contract with any officer or employee or any other consultant or person which is not terminable by it at will without liability, upon thirty (30) days prior notice. The Company and the Subsidiary has each complied in all material respects with all applicable employment laws and agreements relating to employment, terms and conditions of employment and to the proper withholding and remission to the proper tax and other authorities of all sums required to be withheld from employees or persons deemed to be employees under applicable laws respecting such withholding. Each of the Company and the Subsidiary has paid in full to all of its respective employees, wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees on or prior to the date hereof. To the Company’s Knowledge, no labor union has requested or has sought to represent the employees, representatives or agents of the Company or the Subsidiary. To the Company’s Knowledge, without conducting any search or investigation, none of the Company’s and the Subsidiary’s employees has materially violated any term of his or her employment agreement. To the Company’s Knowledge, neither the employment by the Company nor by the Subsidiary of any of their respective employees, nor the engagement by them with any of their respective consultants, constitutes a breach of any of such persons’ obligations to third parties, including non-competition or confidentiality obligations.

3.21 Government Funding. Neither the Company nor the Subsidiary has received or applied for any grant or other support or benefits (including, without limitation, tax benefits) from any Israeli or other government entity.

3.22 Confidential Information and Invention Assignment Agreements. Each employee, consultant and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information substantially in the form or forms delivered to the counsel for the Purchasers. The Company is not aware that any of its employees or consultants is in violation thereof, and the Company will use commercially reasonable efforts to prevent any such violation.

3.23 Permits. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which could have a Material Adverse Effect. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

3.24 Corporate Documents. The Restated Certificate and Bylaws of the Company are in the form provided to counsel for the Purchasers. The copy of the minute books of the Company provided to the Purchasers’ counsel contains minutes of all meetings of directors and stockholders and all actions by written consent without a meeting by the directors and stockholders since the date of incorporation and reflects all actions by the directors (and any committee of directors) and stockholders with respect to all transactions referred to in such minutes accurately in all material respects.

3.25 Indemnification. The Company agrees to protect, defend, indemnify, and hold harmless the Purchasers, against and in respect of any and all loss, damage, cost or expense as and when incurred directly as a result of a breach of any of the covenants, representations and warranties of the Company contained herein, or any cost or expense, including reasonable, legal fees incurred in connection with enforcing the rights of Purchasers hereunder (“Loss”), provided however that:

(i) the liability of the Company toward each Purchaser with respect to the Company’s representations and warranties set forth herein, under any law, whether in contracts, torts, restitution or otherwise, except in the event of fraud, shall be limited to the aggregate purchase price paid by such Purchaser for the shares purchased by it hereunder plus 10% annual interest on the aggregate purchase price paid thereby, compounded annually from the date hereof up to the date of indemnification (the “Liability Amount”). In the event the aggregate Liability Amount is insufficient to cover the Loss, then the Liability Amount shall be paid to the Purchasers according to each Purchaser’s respective pro rata portion of the Stock .

(ii) except in the event of fraud or intentional or grossly negligent misrepresentation and except in respect of breach of the Company’s representations in Sections 3.2, 3.8, 3.15 and 3.17, the Company’s liability for its representations and warranties contained herein shall expire and be of no further force or effect upon the elapse of 36 months as of the Closing Date. The Company’s liability for its representations and warranties contained in Sections 3.2, 3.8, 3.15 and 3.17, shall expire upon expiration of the applicable statute of limitation. Notwithstanding anything to the contrary, all representations and warranties by the Company contained in this Agreement shall expire and be of no further force or effect immediately prior to the closing of an M&A Transaction (as such term is defined in the New Articles) or an initial public offering of the Company of its securities.

4. Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Company that:

4.1 Authorization. The Purchaser has full power and authority to enter into the Transaction Agreements. The Transaction Agreements, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance ‘with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other, laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies, or (b) to the extent the indemnification provisions contained in the Investors’ Rights Agreement may be limited by applicable federal or state securities laws.

4.2 Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.

4.3 Restricted Securities. The Purchaser understands that the Securities will be characterized as “restricted securities” under the federal securities laws, inasmuch as they are being acquired from the Company in a transaction not involving a public offering, and that under such laws and applicable regulations such Securities may not be resold without registration under the Act, except in certain limited circumstances.

4.4 Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

4.5 Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

4.6 Investment Experience. The Purchasers are investors in securities of companies in the early development stage and acknowledges that they are able to fend for themselves, can bear the economic risk of their investment, and have such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Stock. The foregoing, however, does not limit or modify the representations and warranties of the Company and the Founders under this Agreement or the right of the Purchasers to rely thereon.

4.7 Access to Information. The Purchasers have received all requested documents from the Company, and have been afforded the opportunity to ask questions of and receive answers from the officers of the Company.

5. Conditions of the Purchasers’ Obligations at First Closing. The obligations of each Purchaser to the Company under this Agreement are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by the written consent of Purchasers holding a majority of the Stock:

5.1 Representations and Warranties. The representations and warranties of the Company contained in Section 3 shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the First Closing.

5.2 Performance. The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the First Closing.

5.3 Compliance Certificate. The Chief Executive Officer of the Company shall deliver to the Purchasers at the First Closing a certificate certifying that the conditions specified in Sections 5.1, 5.2 and 5.14 have been fulfilled.

5.4 Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body that are required in connection with the lawful issuance and sale of the Stock pursuant to this Agreement shall be obtained and effective as of the Closing.

5.5 Opinion of Company Counsel. The Purchasers shall have received from Marans & Weisz, LLC, US counsel for the Company, an opinion, dated as of the First Closing, in substantially the form of Exhibit F.

5.6 Board of Directors. Ronen Kalmanson, Liran Brenner, Shlomo Touboul, and Aaron Nahumi shall have resigned from the Board of Directors of the Company, and other members of the Board of Directors shall have been appointed in accordance with the provisions of the Voting Agreement such that as of the First Closing, the Board of Directors shall be comprised of Ram Vromen, Hilla Ovil-Brenner, Roger Gladstone and Yair Goldfinger.

5.7 Investors’ Rights Agreement. The Company and each Purchaser shall have executed and delivered the Investors’ Rights Agreement in substantially the form attached as Exhibit D.

5.8 Voting Agreement. The Company, each Purchaser, the Preferred A Holders and the holders of shares of Common Stock of the Company shall have executed and delivered the Voting Agreement in substantially the form attached as Exhibit E.

5.9 Restated Certificate. The Company shall have filed the Restated Certificate with the Secretary of State of Delaware on or prior to the Closing Date, which shall continue to be in full force and effect as of the Closing Date.

5.10 Confidential Information and Invention Assignment Agreement. The Company and each of its employees shall have entered into the Company’s standard form Confidential Information and Invention Assignment Agreement, in substantially the form acceptable to the Purchasers.

5.11 Secretary’s Certificate. The Secretary of the Company shall deliver to the Investors at the Closing a certificate certifying (i) the Restated Certificate, (ii) the Bylaws of the same effect as though such representations and warranties had been made on and as of the Closing.

6. [INSERT MISSING PAGE]

6.1 Performance. All covenants, agreements and conditions contained in this Agreement to be performed by the Purchasers on or prior to the Closing shall have been performed or complied.

6.2 Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body that are required in connection with the lawful issuance and sale of the Stock pursuant to this Agreement shall be obtained and effective as of the Closing.

7. Covenants.

7.1 Conversion of Common Stock. Prior to First Closing, all previous investors listed in Schedule 7.1 who have received shares of Common Stock in return of their investment, shall convert their stock on a one to one basis into shares of Series A convertible preferred stock (“Series A Preferred”), having such rights as set forth in the Restated Certificate. Any current right attributed to the Common Stock that is not detailed in the Restated Certificate (other than standard rights of common shares) will be waived by the holders upon conversion to Series A Preferred. Each Series A Share shall have a price of $0.6445 per share (the “Series A Price Per Share”).

7.2 Evolution Management Fees. The Company will pay Evolution a management fee of $30,000 plus VAT per year for the initial 24 month period following the First Closing. The management fees will be paid on a quarterly basis in advance. In consideration for the management fees, Evolution will perform the following: (1) weekly meetings with the Company’s management, (2) monthly meeting of the Company’s advisory board, and (3) active assistance to the Company’s management, on an as needed basis, regarding strategic planning and execution of strategic and financial deals (provided that any travel expenses incurred by Evolution in providing such services will be reimbursed by the Company).

7.3 Customers’ Refunds. The Company shall refrain from taking any activity which will knowingly increase the percentage of refunds by customers of the Company’s products, without the prior written consent of Evolution’s board representative.

7.4 Use of Proceeds. The Company shall use the proceeds of the issuance and sale of the Stock materially in accordance with the Forecast, as may be amended by the Board of Directors form time to time.

7.5 Advisory Board. Not later than 30 days following the First Closing, the Company’s Board of Directors will form an advisory board committee of industry experts. Until resolved otherwise by the Company’s Board of Directors and subject to Evolution’s consent, such committee will initially include Mr. Ofer Druker and Mr. Yaron Adler.

7.6 Expenses. The Company shall reimburse members of the Board of Directors for their out-of-pocket expenses incurred in attending meetings of the Board of Directors of the Company.

8. Miscellaneous.

8.1 Transfer; 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, including transferees of any Securities. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

8.2 Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Israel, without giving effect to principles of conflicts of law.

8.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

8.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

8.5 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by fax (upon customary confirmation of receipt), or 48 hours after being deposited in the post office, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page or Exhibit A hereto, or as subsequently modified by written notice, and (a) if to the Company, with a copy to Adv. Nir Geva, Weksler, Bregman & Co., 9 Achad Ha’am St., Tel Aviv 65251, Fax. +972-3-5160233 or (b) if to the Purchasers, with a copy to the addressees listed in Exhibit A.

8.6 Finder’s Fee. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. Each Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which each Purchaser or any of its officers, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless each Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

8.7 Fees and Expenses. The Company shall pay the reasonable fees and expenses of Herzog Fox & Neeman, counsel for Evolution and other fees and expenses incurred by Evolution in connection with performing due diligence with respect to the Transaction Agreements and the transactions contemplated thereby, provided such fees and expenses do not exceed, in the aggregate, $25,000 plus VAT.

8.8 Attorney’s Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of the Transaction Agreements, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

8.9 Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Company and Purchasers purchasing a majority of the Stock. Any amendment or waiver effected in accordance with this Section 8.10 shall be binding upon the Purchasers and each transferee of the Stock (or the Common Stock issuable upon conversion thereof), each future holder of all such securities, and the Company.

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

8.11 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

8.12 Entire Agreement. This Agreement, and the documents referred to herein constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly canceled.

8.13 Confidentiality. Each Purchaser hereto agrees that, except with the prior written permission of the Company, it shall at all times hold in confidence and trust and not use or disclose any confidential information of the Company provided to or learned by such Purchaser in connection with the Purchaser’s rights under the Agreements. Notwithstanding the foregoing, each Purchaser may disclose any confidential information of the Company provided to or learned by such Purchaser in connection with such rights to the minimum extent necessary (i) to evaluate or monitor such Purchaser’s investment in the Company; (ii) as required by any court or other governmental body, provided that such Purchaser provides the Company with prompt notice of such court order or requirement to the Company to enable the Company to seek a protective order or otherwise to prevent or restrict such disclosure; (iii) to legal counsel of such Purchaser; (iv) in connection with the enforcement of this Agreement or rights under this Agreement; or (v) to comply with applicable law. The provisions of this Section 8.14 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by the parties hereto with respect to the transactions contemplated hereby.

[Signature Pages Follow]

Exhibit 10.3

The parties have executed this Series B Preferred Stock Purchase Agreement as of the date first written above.

	COMPANY:

	WHITESMOKE, INC.

By:	/s/ Hilla Ovil-Brenner

	Name:	Hilla Ovil-Brenner

	Title:

	Address:

	/s/ Hilla Ovil-Brenner

		Hilla Ovil-Brenner

	/s/ Liran Brenner

		Liran Brenner

	PURCHASERS:

	EVOLUTION VENTURE CAPITAL FUND I (ISRAEL) LP



	Print Name of Purchaser

By:	/s/ Ram Vromen /s/ Itai Horstock

	Name:	Ram Vromen Itai Horstock

	(print)

	Title:

	Address:

	EVOLUTION VENTURE CAPITAL FUND I (EXEMPT) LP



	Print Name of Purchaser

By:	/s/ Ram Vromen /s/ Itai Horstock

	Name:	Ram Vromen Itai Horstock

	(print)

	Title:

	Address:

Exhibit 10.3

EXHIBITS

Exhibit A -	Schedule of Purchasers

Exhibit A-l -	First Milestone Definition

Exhibit A-2 -	Second Milestone Definition

Exhibit B -	Form of Amended and Restated Certificate of Incorporation

Exhibit C -	Conversion of Bridge Financing

Exhibit D -	Form of Investors’ Rights Agreement

Exhibit E -	Form of Voting Agreement

Exhibit F -	Form of Legal Opinion of Marans & Weisz, LLC

Exhibit G -	Forecast

Exhibit H -	Form of Indemnification Agreement

Exhibit I -	Waiver and Consent Letter

Exhibit 10.3

EXHIBIT A

SCHEDULE OF PURCHASERS

A-1

Exhibit 10.3

EXHIBIT A

SCHEDULE OF PURCHASERS

Name of Purchaser	No. of Shares Purchased at First Closing		Purchase Price		No. of Shares Purchased at Second Closing		Purchase Price		No. of Shares Purchased at Third Closing		Purchase Price		Total Shares Purchased		Total Purchase Price

Evolution Venture Capital Fund 1 (Israel) LP		239,150	$	270,000		199,291	$	225,000		358,725	$	405,000		797,166	$	900,000

Evolution Venture Capital Fund I (Exempt) LP		159,433	$	180,000		132,861	$	150,000		239,150	$	270,000		531,444	$	600,000

Lueian Ventures, Inc.		43,231	$	48,808		32,011	$	36,140		57,619	$	65,052		132,861	$	150,000

Chen Zur		7,972	$	9,000		6,643	$	7,500		11,957	$	13,500		26,572	$	30,000

Kaedan Investments Ltd.		14,626	$	16,513		8,754	$	9,884		15,758	$	17,790		39,138	$	44,187

G.K. Capital Ltd.		7,972	$	9,000		6,643	$	7,500		11,957	$	13,500		26,572	$	30,000

Gideon Michonik		14,626	$	16,513		8,754	$	9,884		15,758	$	17,790		39,138	$	44,187

Yair Goldfinger		45,701	$	51,596		27,353	$	30,882		49,236	$	55,587		122,289	$	138,065

David Nussbaum		4,413	$	4,983		3,678	$	4,152		6,620	$	7,474		14,711	$	16,609

BRMR, LLC		13,455	$	15,191		8,053	$	9,092		14,496	$	16,366		36,004	$	40,649

Dalewood Assoc.		4,413	$	4,983		3,678	$	4,152		6,620	$	7,474		14,711	$	16,609

Marc Thalheim		879	$	993		733	$	827		1,319	$	1,489		2,931	$	3,309

Lindsay Thalheim		879	$	993		733	$	827		1,319	$	1,489		2,931	$	3,309

David Thalheim		2,655	$	2,997		2,212	$	2,498		3,982	$	4,496		8,849	$	9,991

Alex Hilman Holdings Ltd.		1,767	$	1,995		1,473	$	1,662		2,651	$	2,992		5,890	$	6,650

TOTAL		561,173	$	633,564		442,870	$	500,000		797,166	$900',000			1,801;208	$	2,033,564

A-2

Exhibit 10.3

LIST OF PURCHASERS

Signature	Name of Purchaser	No. of Shares Purchased at First Closing		Purchase Price		No. of Shares Purchased at Second Closing		Purchase Price		No. of Shares Purchased at Third Closing		Purchase Price		Total Shares Purchased		Total Purchase Price

	Evolution Venture Capital Fund 1 (Israel) LP		239,150	$	270,000		199,291	$	225,000		358,725	$	405,000		797,166	$	900,000

	Evolution Venture Capital Fund I (Exempt) LP		159,433	$	180,000		132,861	$	150,000		239,150	$	270,000		531,444	$	600,000

	Lueian Ventures, Inc.		43,231	$	48,808		32,011	$	36,140		57,619	$	65,052		132,861	$	150,000

	Chen Zur		7,972	$	9,000		6,643	$	7,500		11,957	$	13,500		26,572	$	30,000

	Kaedan Investments Ltd.		14,626	$	16,513		8,754	$	9,884		15,758	$	17,790		39,138	$	44,187

	G.K. Capital Ltd.		7,972	$	9,000		6,643	$	7,500		11,957	$	13,500		26,572	$	30,000

	Gideon Michonik		14,626	$	16,513		8,754	$	9,884		15,758	$	17,790		39,138	$	44,187

	Yair Goldfinger		45,701	$	51,596		27,353	$	30,882		49,236	$	55,587		122,289	$	138,065

	David Nussbaum		4,413	$	4,983		3,678	$	4,152		6,620	$	7,474		14,711	$	16,609

	BRMR, LLC		13,455	$	15,191		8,053	$	9,092		14,496	$	16,366		36,004	$	40,649

	Dalewood Assoc.		4,413	$	4,983		3,678	$	4,152		6,620	$	7,474		14,711	$	16,609

	Marc Thalheim		879	$	993		733	$	827		1,319	$	1,489		2,931	$	3,309

	Lindsay Thalheim		879	$	993		733	$	827		1,319	$	1,489		2,931	$	3,309

	David Thalheim		2,655	$	2,997		2,212	$	2,498		3,982	$	4,496		8,849	$	9,991

	Alex Hilman Holdings Ltd.		1,767	$	1,995		1,473	$	1,662		2,651	$	2,992		5,890	$	6,650

A-3

Exhibit 10.3

BRIDGE LENDERS

Signature	Name of Purchaser	Bridge Financing Amount Converted		No. of Shares Issued Upon Conversion
	Joel Ovïl	$	7,000		6,200
	Lea Ovil	$	7,000		6,200
	Runway Ltd.	$	12,000		10,629
	Netivim Ltd.	$	4,000		3,543
	Aaron Nahumi	$	6,000		5,314
	Lucian Ventures, Inc.	$	56,000		49,601
	Chen Zur	$	2,000		1,771
	Shani Levona Nechasim Ltd.	$	5,447		4,825
	Kaedan Investments Ltd.	$	7,000		6,200
	G.K. Capital Ltd.	$	7,000		6,200
	Gideon Michonik	$	5,000		4,429
	Shabtai Nuriel	$	5,000		4,429
	Yair Goldfinger	$	25,000		22,143
	Atom Corp.	$	27,787		24,612
	Robert Gladstone	$	21,08.7		18,678
	Roger Gladstone	$	27,787		24,612
	Ted Struhl	$	27,787		24,612
	Dalewood Assoc.	$	11,178		9,901
	Marc Thalheim	$	1,731		1,533
	Lindsay Thalheim	$	1,731		1,533
	David Thalheim	$	5,193		4,600
	Alex Hilman Holdings Ltd.	$	3,652		3,235
	Arnon Katz	$	150,000		132,861
	Partam Properties (1993) Ltd.	$	200,000		177,148
	Andrew Rosen	$	25,000		22,143
	Petty & Chris Conway	$	25,000		22,143

A-4

Exhibit 10.3

SCHEDULE OF EXCEPTIONS

Section 3.2(e) Capitalization

Pursuant to a stock split of the Company’s shares of common stock on February 6, 2006, every 1 share of common stock was split and converted into 100 shares of common stock. Accordingly, an adjustment of the exercise price of any then outstanding options has been effected, according to the adjustment provisions of the applicable option agreements.

Section 3.7 Litigation

From certain telephonic conversations and e-mail messages there appears to be a claim by EarlyBird Capital, Inc. (“EBC”) regarding its entitlement to finders’ fee in connection with the transaction contemplated hereby, and certain litigation proceedings might be initiated against the Company with respect to such claim. Following extensive consultations in this matter in view of the Company’s agreement with EBC dated August 10, 2006, taking into consideration, among other things, the memo of the Company’s Israeli counsel dated November 27, 2006, the Company does not see itself obligated to pay such finders’ fee to EBC.

Section 3.8 Intellectual Property

See the attached Patent Status Report of the Company’s patent attorneys, Squire, Sanders & Dempsey LLP, with respect to the current status of the Company’s patent applications.

Licenses with respect to the Company’s Product:

(1)	Agreement with Teltel Communication Channels Ltd. (Walla!), of May 2006;

(2)	Agreement with ICQ, Inc. dated July 27, 2006.

Section 3.16(h) Resignations

During the second quarter of 2006 the employment of two officers was terminated: (i) CFO, and (ii) VP Business Development.

Section 3.10(b)(i), Section 3.10(c)

Except for the Transaction Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve obligations (contingent or otherwise) of, or payments to, the Company in excess of, $25,000, other than –

A-5

	US$

Provision for vacation days	$	41,000

Provision for recreation pay	$	13,000

Provision for severance compensation	$	92,000

Advance tax on non-allowable expenses 2005 (“shovi aruchot”)	$	10,000

Google - October 2006	$	37,000

Google - November 2006	$	32,400

Legal fees (WB, M&W, HFN)	$	55,000 (+VAT	)

TOTAL	$	280,400

Furthermore, the Company shall repay an amount of $8,391 to each of Roger-Gladstone, Robert Gladstone, Richard Gladstone and Ted Struhl, on account of part of their bridge loan that is not converted to shares upon the First Closing.

Except as mentioned above, the Company has not incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $25,000 or in excess of $100,000 in the aggregate.

Section 3.20

The Employment Agreement with each of Hilla Ovil Brenner and Liran Brenner is terminable upon 90 days prior notice.

Section 8.6 Finder’s Fee

Please see above the exception specified with respect to Section 3.7.

A-6

Exhibit 10.3

SCHEDULE 3.2(d) – I

CAPITALIZATION TABLE

	Pre Investment

Shareholder	Common stock		Options		Bridge financing convertible to shares - Rights Offering 31.3.06		Bridge loan - Rights Offering 23.8.06		Warrants to purchase shares at $1.00 per share		Total		% Shares			%Fully Diluted

Liran Brenner		82,900		54,100	$	0	$	0		0		137,000		4.13	%		5.33	%

Hilla Ovil-Brenner		82,900		54,100	$	0	$	0		0		137,000		4.13	%		5.33	%

Joel Ovil		111,600		0	$	5,000	$	2,000		1,750		113,350		5.56	%		4.41	%

Lea Ovil		111,500		0	$	5,000	$	2,000		1,750		113,250		5.55	%		4.41	%

Michael Hartman*		15,000		0	$	0	$	0		0		15,000		0.75	%		0.58	%

Tara Hartman*		15,000		0	$	0	$	0		0		15,000		0.75	%		0.58	%

Nadine Nelson		7,500		0	$	0	$	0		0		7,500		0.37	%		0.29	%

Simone Dell		7,500		0	$	0	$	0		0		7,500		0.37	%		0.29	%

Persa Morris		4,500		0	$	0	$	0		0		4,500		0.22	%		0.18	%

2003 ESOP		600		13,800	$	0	$	0		0		14,400		0.03	%		0.56	%

Nitzan Gadot*		0		6,000	$	0	$	0		0		6,000		0.00	%		0.23	%

Schedule 3.2(d)-I-1

	Pre Investment

Shareholder	Common stock		Options		Bridge financing convertible to shares - Rights Offering 31.3.06		Bridge loan - Rights Offering 23.8.06		Warrants to purchase shares at $1.00 per share		Total		% Shares			%Fully Diluted

Yechiel Kimhi**		0		6,000	$	0	$	0		0		6,000		0.00	%		0.23	%

D.N.L.U. Trustees Ltd.		0		3,100	$	0	$	0		0		3,100		0.00	%		0.12	%

FBC & Co.		0		11,500	$	0	$	0		0		11,500		0.00	%		0.45	%

Runway Ltd.		152,400		0	$	10,000	$	2,000		3,000		155,400		7.59	%		6.05	%

Netivim Ltd.		70,100		0	$	4,000	$	0		1,000		71,100		3.49	%		2.77	%

Aaron Nahumi		70,100		0	$	4,000	$	2,000		1,500		71,600		3.49	%		2.79	%

David Aber		37,200		0	$	0	$	0		0		37,200		1.85	%		1.45	%

Lucian Ventures, Inc.		205,500		0	$	36,000	$	20,000		14,000		219,500		10.24	%		8.54	%

Chen Zur		140,500		0	$	0	$	2,000		500		141,000		7.00	%		5.49	%

Shani Levona Nechasim Ltd.		32,000		0	$	5,447	$	0		1,362		33,362		1.59	%		1.30	%

Kaedan Investments Ltd.		56,200		0	$	5,000	$	2,000		1,750		57,950		2.80	%		2.26	%

G.K. Capital Ltd.		56,200		0	$	5,000	$	2,000		1,750		57,950		2.80	%		2.26	%

Gideon Michonik		56,200		0	$	5,000	$	0		1,250		57,450		2.80	%		2.24	%

Shabtai Nunel		56,200		0	$	5,000	$	0		1,250		57,450		2.80	%		2.24	%

Schedule 3.2(d)-I-2

	Pre Investment

Shareholder	Common stock		Options		Bridge financing convertible to shares - Rights Offering 31.3.06		Bridge loan - Rights Offering 23.8.06		Warrants to purchase shares at $1.00 per share		Total		% Shares			%Fully Diluted

Yair Goldfinger		175,600		0	$	15,000	$	10,000		6,250		181,850		8.75	%		7.08	%

Atom Corp.		51,700		0	$	11,178	$	25,000		9,045		60,745		2.57	%		2.36	%

Robert Gladstone		51,700		0	$	4,478	$	25,000		7,370		59,070		2.57	%		2.30	%

Roger Gladstone		51,700		0	$	11,178	$	25,000		9,045		60,745		2.57	%		2.36	%

David Nussbaum		51,700		0	$	0	$	0		0		51,700		2.57	%		2.01	%

BRMR, LLC		51,700		0	$	0	$	0		0		51,700		2.57	%		2.01	%

Ted Struhl		51,700		0	$	11,178	$	25,000		9,045		60,745		2.57	%		2.36	%

Dalewood Assoc.		51,700		0	$	11,178	$	0		2,795		54,495		2.57	%		2.12	%

Marc Thalheim		10,300		0	$	1,731	$	0		433		10,733		0.51	%		0.42	%

Lindsay Thalheim		10,300		0	$	1,731	$	0		433		10,733		0.51	%		0.42	%

David Thalheim		31,100		0	$	5,193	$	0		1,298		32,398		1.55	%		1.26	%

Zeevi Aber		12,400		0	$	0	$	0		0		12,400		0.62	%		0.48	%

Fire Guarantee Ltd.		13,900		0	$	0	$	0		0		13,900		0.69	%		0.54	%

Alex Hilman Holdings Ltd.		20,700		0	$	3,652	$	0		913		21,613		1.03	%		0.84	%

Schedule 3.2(d)-I-3

	Pre Investment

Shareholder	Common stock		Options		Bridge financing convertible to shares - Rights Offering 31.3.06		Bridge loan - Rights Offering 23.8.06		Warrants to purchase shares at $1.00 per share		Total		% Shares			%Fully Diluted

2006 ESOP		0		235,000	$	0	$	0		0		235,000		0.00	%		9.15	%

Avenue International Corp.		0		0	$	150,000	$	0		37,500		37,500		0.00	%		1.46	%

Partam Properties (1993) Ltd.		0		0	$	200,000	$	0		50,000		50,000		0.00	%		1.95	%

Andrew Rosen		0		0	$	0	$	25,000		6,250		6,250		0.00	%		0.24	%

Petty & Chris Conway		0		0	$	0	$	25,000		6,250		6,250		0.00	%		0.24	%

Reservation for ESOP		0		0	$	0	$	0		0		0		0.00	%		0.00	%

Evolution Venture Capital Fund I (Israel) LP		0		0	$	0	$	0		0		0		0.00	%		0.00	%

Evolution Venture Capital Fund I (Exempt) LP		0		0	$	0	$	0		0		0		0.00	%		0.00	%

TOTAL		2,007,800		383,600	$	515,944	$	194,000		177,486		2,568,886		100	%		100	%

[_______] proxy to Joel Ovil

[_______] proxy to Hilla Ovil-Brenner

Schedule 3.2(d)-I-4

Exhibit 10.3

SCHEDULE 3.2(6)-II

CAPITALIZATION TABLE

	Post First Closing

Shareholder.	Common stock		Series A convertible preferred stock		Series B convertible preferred stock		Total Shares		Options		Warrants to purchase shares at $1.00 per share		Total		% Shares			% Fully Diluted

Liran Brenner		82,900		0		0		82,900		273,698		0		356,598		2.62	%		7.58	%

Hilla Ovil-Brenner		82,900		0		0		82,900		273,698		0		356,598		2.62	%		7.58	%

Joel Ovil		58,500		53,100		6,200		117,800		0		1,750		119,550		3.72	%		2.54	%

Lea Ovil		58,500		53,000		6,200		117,700		0		1,750		119,450		3.72	%		2.54	%

Michael Hartman*		15,000		0		0		15,000		0		0		15,000		0.47	%		0.32	%

Tara Hartman*		15,000		0		0		15,000		0		0		15,000		0.47	%		0.32	%

Nadine Nelson		7,500		0		0		7,500		0		0		7,500		0.24	%		0.16	%

Simone Dell		7,500		0		0		7,500		0		0		7,500		0.24	%		0.16	%

Persa Morris		4,500		0		0		4,500		0		0		4,500		0.14	%		0.10	%

2003 ESOP		600		0		0		600		13,800		0		14,400		0.02	%		0.31	%

Nitzan Gadot*		0		0		0		0		6,000		0		6,000		0.00	%		0.13	%

Yechiel Kimhi**		0		0		0		0		6,000		0		6,000		0.00	%		0.13	%

Schedule 3.2(6)-II-1

	Post First Closing

Shareholder.	Common stock		Series A convertible preferred stock		Series B convertible preferred stock		Total Shares		Options		Warrants to purchase shares at $1.00 per share		Total		% Shares			% Fully Diluted

D.N.L.U. Trustees Ltd.		0		0		0		0		3,100		0		3,100		0.00	%		0.07	%

FBC & Co.		0		0		0		0		11,500		0		11,500		0.00	%		0.24	%

Runway Ltd.		0		152,400		10,629		163,029		0		3,000		166,029		5.15	%		3.53	%

Netivim Ltd.		0		70,100		3,543		73,643		0		1,000		74,643		2.32	%		1.59	%

Aaron Nahumi		0		70,100		5,314		75,414		0		1,500		76,914		2.38	%		1.64	%

David Aber		0		37,200		0		37,200		0		0		37,200		1.17	%		0.79	%

Lucian Ventures, Inc.		0		205,500		92,833		298,333		0		14,000		312,333		9.42	%		6.64	%

Chen Zur		0		140,500		9,743		150,243		0		500		150,743		4.74	%		3.21	%

Shani Levona Nechasim Ltd.		0		32,000		4,825		36,825		0		1,362		38,186		1.16	%		0.81	%

Kaedan Investments Ltd.		0		56,200		20,826		77,026		0		1,750		78,776		2.43	%		1.67	%

G.K. Capital Ltd.		0		56,200		14,172		70,372		0		1,750		72,122		2.22	%		1.53	%

Gideon Michonik		0		56,200		19,055		75,255		0		1,250		76,505		2.38	%		1.63	%

Shabtai Nunel		0		56,200		4,429		60,629		0		1,250		61,879		1.91	%		1.32	%

Yair Goldfinger		0		175,600		67,844		243,444		0		6,250		249,694		7.68	%		5.31	%

Schedule 3.2(6)-II-2

	Post First Closing

Shareholder.	Common stock		Series A convertible preferred stock		Series B convertible preferred stock		Total Shares		Options		Warrants to purchase shares at $1.00 per share		Total		% Shares			% Fully Diluted

Atom Corp.		0		51,700		24,612		76,312		0		9,045		85,357		2.41	%		1.81	%

Robert Gladstone		0		51,700		18,678		70,378		0		7,370		77,747		2.22	%		1.65	%

Roger Gladstone		0		51,700		24,612		76,312		0		9,045		85,357		2.41	%		1.81	%

David Nussbaum		0		51,700		4,413		56,113		0		0		56,113		1.77	%		1.19	%

BRMR, LLC		0		51,700		13,455		65,155		0		0		65,155		2.06	%		1.39	%

Ted Struhl		0		51,700		24,612		76,312		0		9,045		85,357		2.41	%		1.81	%

Dalewood Assoc.		0		51,700		14,314		66,014		0

WhiteSmoke, Inc. S-1/A