EXHIBIT 10.7
MARNETICS BROADBAND TECHNOLOGIES LTD. ("THE COMPANY")
REQUEST FOR PROPOSALS
1. In accordance with the resolution of the Board of Directors of the
Company, the Company hereby requests proposals for the purchasing of
the operation of installation and maintenance of electricity
infrastructure systems, which are managed by the Company, as of March
31st 2001 (hereinafter: "The Determining Date"), as specified in the
Sale Agreement.
2. The assets, offered for sale, are to be sold according to their current
condition, as is, as of the Determining Date, subject to the conditions
stated in the Sale Agreement. The proposer, either by itself and/or by
means of anyone on its behalf, bears the full liability for the
examination of the provisions of the Sale Agreement, including all its
conditions, the legal and physical condition of the sold assets and
also any other essential detail with respect to the sold assets,
including the possibility of their utilization by the proposer, tax
charges, impositions, fees, licenses and any expenses, which would
apply in connection with the purchasing of the sold assets. A condition
to the completion of the commitment in the Sale Agreement is the
receipt of all the approvals, required in accordance with any Law
and/or Agreement, pursuant to the sale of the sold
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assets, including the furnishing by the proposer of all the required
consents of clients of the Company and its creditors.
3. The Company is not and shall not be liable for any representation
and/or damage and/or discrepancy with respect to the sold assets.
4. Proposals for the purchasing of the assets should be submitted in
writing not later than May 30th 2001, 12:00 hours (hereinafter: "The
Completion of the Period for Receipt of Proposals") to Advocate
Menachem Gurman of Haim Samet, Steinmetz, Haring & Co. - Law Offices,
23 Derech Petach Tikva, Tel Aviv, Tel. 03-5607111; Fax. 03-5607112
(hereinafter: "The Law Offices").
5. The proposal should include the name of the proposer, his identity
certificate number or another identifying number and also the amount of
the proposal, indicated in New Israeli Shekels. In any event, the
amount of the proposal shall not be under an inclusive amount of
NIS2,500 thousand, including the cost of the depreciated and adjusted
fixed assets (including equipment, vehicles and movable), amounting to
NIS 1,781 thousand, as of the Determining Date, and the cost of stock,
amounting to NIS 640 thousand, as of the Determining Date. The proposal
should be enclosed with an autonomic bank guarantee in favor of the
Company, valid for three months, at a rate of 5% of the proposal.
It is hereby clarified that the sold assets include various
liabilities, as defined in the Agreement, including financial
liabilities, which are
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evaluated in an amount of approx. NIS 2,734 thousand, as of December
31st 2001.
6. A proposer, whose proposal was accepted, and who retracts his proposal
or declines to sign the Sale Agreement, his guarantee shall be
forfeited, as a fixed and agreed in advance compensation.
7. The draft of the Sale Agreement, audited financial statements of the
Company, as of September 30th 2000, a trial balance sheet of the sold
assets, as of March 31st 2001, and a report on Form 20-F for 1999, can
be obtained at the Law Offices during normal work hours. A proposer,
whose proposal, as per the opinion of the Company, meets the conditions
specified in this RFP, shall be entitled, subject to the signing of a
Confidentiality Agreement up until June 7th 2001, to visit at the
offices of the Company and receive data with respect to the sold
assets.
In addition to that stated above, on May 23rd 2001, 10:00
hours, the Company shall allow those interested, who has submitted
their proposals as yet, to visit at the offices of the Company in Basra
Village, and receive information with respect to the sold assets,
subject to the signing of a Confidentiality Agreement.
8. The Company is not obligated to accept the highest proposal or any
proposal whatsoever, and it reserves the right to handle negotiations,
at any stage whatsoever, with the proposers and/or with others except
them, or to carry out a competition between the proposers and/or to
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extend the Period for Receipt of Proposals, and all in accordance with
the exclusive discretion of the Company.
9. No brokerage commission shall be paid.
Sincerely Yours,
Marnetics Broadband Technologies Ltd.
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