STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated December 30, 2007, by and among AOD Holdings, Inc., a Delaware corporation having its registered office at, c/o Fortissimo (the “SPC”) and Fortissimo Capital Fund GP LP, a limited partnership, on behalf of the several parallel limited partnerships (Fortissimo Capital Fund, LP; Fortissimo Capital Fund (Israel), LP and Fortissimo Capital Fund (Israel-DP), LP) in which it serves as the General Partner (“Fortissimo”), having its registered office at 14 Hamelacha St. Park Afek, Rosh Ha’ayin 48091, Israel (the SPC and Fortissimo shall be referred to herein, jointly and severally, as the “Purchaser” or “Purchasers”), Advanced Answers On Demand Holding, Inc., a Florida corporation having its registered office at 8100 N. University Drive, 3^rd Floor, Tamarac 33321, Florida, USA (the “Company”), Magic Software Enterprises Ltd. an Israeli company having its registered office at 2 Haplada St., Or Yehuda 60218, Israel (“Magic Ltd.”) and Magic Software Enterprises, Inc. a Californian corporation having its registered office at 23046 Avenida de la Carlota, Suite 300, Laguna Hills CA 926653 (“Magic Inc.” each of Magic Ltd. and Magic Inc. a “Seller” and collectively, the “Sellers”).