AMENDMENT
      NO. 2

    TO
      SUBSCRIPTION AGREEMENT 

    


    Reference
      is made to that certain Subscription Agreement (the “Agreement”) dated March 27,
      2007, by and among Inrob Tech Ltd., a Nevada corporation (the “Company”), and
      the subscribers identified on the signature page thereof (collectively, the
      “Subscribers”). Capitalized terms not otherwise defined herein shall have the
      meaning ascribed thereto in the Agreement. 

    


    WHEREAS,
      under the terms of the Agreement, the Company was obligated to register the
      shares issuable upon conversion of the Notes and exercise of the Warrants;
      and


    


    WHEREAS,
      the Company and the Subscribers wish to amend the Agreement to eliminate the
      registration rights contained therein on the terms set forth herein and to
      provide for certain other changes to the Transaction Documents.

    


    NOW,
      THEREFORE, for good and valid consideration, the receipt of which is
      acknowledged herewith, and the mutual promises contained herein, the Company
      and
      the Subscribers hereby agree as follows: 

    


    
      	 	
              1.

            	
              Section
                9(n) is hereby amended to read as
                follows:

            


    

     

    “(n) Further
      Registration Statements.
      Except
      for a registration statement in connection with the registration of shares
      issuable upon exercise of the Prior Warrants or otherwise in connection with
      the
      Prior Offering, the Company will not file with the Commission or with state
      regulatory authorities, any registration statements including but not limited
      to
      Forms S-8, or amend any already filed registration statement to increase the
      amount of Common Stock registered therein, or reduce the price of which such
      Common Stock is registered therein without the consent of the Subscriber until
      the expiration of the “Exclusion
      Period”,
      which
      shall be defined as the period ending on the date that all the Shares and
      Warrant Shares have been resold or transferred by the Subscribers pursuant
      to
      Rule 144, without regard to volume limitations. The Exclusion Period will be
      tolled during the pendency of an Event of Default as defined in the
      Note.”

    


    
      	 	
              2.

            	
              Section
                9(o) is hereby deleted in its
                entirety

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              3.

            	
              Notwithstanding
                anything in the Note to the contrary, interest payable on the Note
                shall
                accrue at the rate per annum of 18%. The Interest Rate as increased
                herein
                shall be applicable and be deemed to have accrued from the initial
                date of
                issuance of the Notes. All interest on the Note shall be payable
                in
                arrears on the last day of each calendar quarter. No amortizing payments
                of outstanding Principal Amount under the Note shall be due or payable
                until April 1, 2008 after which date, amortizing payments shall be
                made
                monthly; provided, however, that at any time prior to such date,
                a
                Subscriber may request that the Company issue to it shares of restricted
                stock in payment in part or in full of the then accrued but unpaid
                interest at the Conversion Price (as herein defined). All interest
                payments and amortizing payments of outstanding Principal Amount
                shall be
                made in shares of restricted common stock only at seventy-five percent
                (75%) of the average of the closing bid price of the common stock
                as
                reported by Bloomberg L.P. for the Principal Market for the five
                trading
                days preceding the date an interest or principal payment, as the
                case may
                be, is due (the “Conversion Price”). Assuming compliance with Rule 144
                promulgated under the 1933 Act, the Company will take the necessary
                action
                to permit the Subscribers to sell the shares so issued to be sold
                under
                said rule, including, without limitation, obtaining the requisite
                legal
                opinion within five Trading Days after a Subscriber requests such
                opinion.
                Whenever payment is required to be made under the Notes and the Company
                intends to make such payment in shares of common stock in accordance
                with
                the terms of this Amendment, the Company shall, no less than 15 days
                prior
                to the due date of such payment, notify each Subscriber in writing
                of its
                intent to make such payment, specifying the approximate number of
                shares
                to be issued to each Subscriber and each Subscriber shall have the
                right
                prior to such due date to request from the Company in writing to
                have such
                payment deferred until such time as such Subscriber specifies in
                such
                request or in a subsequent written communication to the Company.
                

            


    

     

    
      	 	
              4.

            	
              Sections
                11.1 through 11.4 of the Agreement are hereby deleted in their entirety
                and all references to any registration rights and issues related
                thereto
                are hereby eliminated from the Agreement and the other Transaction
                Documents. Without limiting the generality of the foregoing, a
                Non-Registration Event shall not be deemed an event of Default under
                the
                Notes or any of the other Transaction Documents, and nothing in this
                Amendment shall be interpreted to constitute a Non-Registration
                Event.

            


    

    


    
      	 	
              5.

            	
              Liquidated
                damages accrued through the date of this Amendment as a result of
                any
                Non-Registration Event will be due and payable in shares in common
                stock
                that will be issued at the Conversion Price on the next date an interest
                payment under the Notes is due in accordance with the terms of this
                Amendment. No additional liquidated damages resulting from
                Non-Registration Events will accrue after the date
                hereof.

            


    

    


    
      	 	
              6.

            	
              Notwithstanding
                anything to the contrary stated in the Warrants, (a) payment upon
                exercise
                of the Warrants may be made by cashless exercise in accordance with
                the
                provisions of the Warrant at any time after the Issue Date, (b)
                the
                exercise price of the Class A Warrants and the Class B Warrants is
                hereby
                reduced to $0.25 per share and (c) the Expiration Date of the Warrants
                shall be the sixth anniversary of the Closing
                Date.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    
      	 	
              7.

            	
              Except
                as amended herewith, the Agreement and the other Transaction Documents
                are
                ratified and confirmed in all
                respects.

            


    

    


    
      	 	
              8.

            	
              Subscriber
                hereby consents to the withdrawal of the Company’s Registration Statement
                on Form SB-2 (SEC File No.
                333-142659).

            


    

    


    
      	 	
              9.

            	
              If
                this Amendment is executed by Subscribers holding in the aggregate
                less
                than 100% of the outstanding principal amount of the Notes, by
                countersigning this Amendment, the Collateral Agent acknowledges
                receipt
                of this Amendment, and provided the Company obtains the approval
                of ,and
                provided the Company certifies to the Collateral Agent that it has
                received the approval to, this Amendment from Subscribers constituting
                the
                required Majority in Interest of at least 75% of the outstanding
                principal
                amount of the Notes (as required under the Collateral Agent Agreement),
                the Collateral Agent will deem the approval of this Amendment to
                have been
                given by a Majority in Interest. 

            


    

    


    
      	 	
              10.

            	
              This
                Amendment may be executed in counterparts, each of which shall be
                deemed
                an original agreement, but all of which shall constitute one and
                the same
                instrument.

            


    

    


    


    [SIGNATURE
      PAGES TO FOLLOW]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, and intending to be legally bound hereby, the Company and
      the
      Subscribers have executed this Amendment as of the 18th
      day of
      October 2007.

    


    


    


    
      	 	
              INROB
                TECH LTD.

            
	 	 	     

	 	 	     

	 	
              By:

            	
                  
                

            
	 	 	     

	 	 	     

	 	 	     

	 	 	
                       
                

            
	 	 	
              Barbara
                R. Mittman, Collateral Agent

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Suibscriber
      Signature Page to Amendment No. 2 to Subscription Agreement 

    


    


    


    
      	
              SUBSCRIBER

            
	
               

              Name
                of Subscriber: ________________________

              _________________________________________

               

              Address:
                _________________________________

               

              _________________________________________

               

              Fax
                No.: _________________________________

               

               

               

              ________________________________________

              (Signature)

              By:
                

               

              Subscription
                Amount:

               

              $_____________________