Unassociated Document


     

    
      February
        01, 2007

       

      e-SIM
        Ltd.

       

      SKY
        Mobile Media, Inc.

       

      SKY
        Mobile Media (Israel) Ltd.

       

      Dear
        Sirs, 

       

      Re:
        Closing
        of Asset Purchase and Exclusion of Charges

       

      
        The
          undersigned, Israel Discount Bank Ltd. (“Bank”), hereby agrees and confirms as
          follows:

         

        	1.  	
                To
                  the sale of the assets of e-SIM Ltd. (“e-SIM”) pursuant to that certain
                  Asset Purchase Agreement between e-SIM, SKY MobileMedia (Israel)
                  Ltd.
                  (“SKY Israel”) and SKY MobileMdeia, Inc. (“SKY”) dated September 28, 2006
                  (the “Asset Purchase Agreement”), and all transactions contemplated
                  thereby, which shall constitute an Asset Sale for the purpose of
                  the
                  letter issued by e-SIM to the Bank dated June 14, 2006 and amended
                  on
                  October 31, 2006 (the letter, as amended, the “Letter”).
                  

              


         

        	2.  	
                Notwithstanding
                  any charge (fixed or floating), pledge, lien, encumbrance or other
                  surety
                  or right of the Bank in or to any of the assets of e-SIM, regardless
                  of
                  ranking or status (the “Encumbrances”), the Bank hereby irrevocably agrees
                  and consents to the transfer of all or any of the assets of e-SIM
                  to SKY
                  Israel and/or SKY pursuant to and materially in accordance with
                  the Asset
                  Purchase Agreement, and the Bank shall not have and hereby waives
                  any and
                  all demands, claims and rights in or to such assets and/or against
                  SKY or
                  SKY Israel in connection therewith. 

              


         

        	3.  	
                The
                  Bank hereby irrevocably undertakes and declares that, subject to
                  and upon
                  the receipt of an amount equal to US$560,000 (five hundred and
                  sixty
                  thousand Dollar)):

              


         

        	3.1  	
                To
                  purchase 495,833 (four hundred and ninety five thousand, eight
                  hundred and
                  thirty three) ordinary shares of e-SIM in an amount of US$ 460,000
                  (four
                  hundred and sixty thousand and ninety Dollar) the payment whereof
                  will be
                  effected by a set-off against the remaining amount of the Utilized
                  Credit
                  (as such term is defined in the Letter) only;
                  .;

              


         

        	3.2  	
                To
                  waive and forgive any other indebtedness and obligations of e-SIM
                  to the
                  Bank, including, the Utilized Credit which shall be deemed repaid
                  and
                  satisfied in full;

              


         

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      	3.3  	
              Without
                hindering the performance of the Asset Purchase Agreement, to cause
                that
                all Encumbrances imposed by the Bank or registered for the benefit
                of the
                Bank, be promptly removed from any register, including the register
                of the
                Bank and of the Registrar of Companies; 

            


       

      	3.4  	
              To
                cancel the CD (as defined in the Letter), and;


            


       

      	3.5  	
              All
                Encumbrances shall be null and void and of no further force or effect.
                

            


       

      This
        letter is issued for the benefit of the addresses listed above, is irrevocable
        and supersedes any prior agreements in this respect. Should the amount detailed
        in Section 3 hereto not be received by February 15, 2007, the Bank's consent
        herein contained shall be of no force and effect. 

       

      Yours
        sincerely, 

       

      Israel
        Discount Bank Ltd.

      


      

        
          	 	
                  By:

                	
                   

                    

                  

                	 	
                  By:

                	
                   

                    

                  

                
	 	
                  Title:

                	
                   

                    

                  

                	 	
                  Title:

                	
                   

                    

                  

                


        

      

       

      Agreed
        and accepted:

       

      e-SIM
        Ltd.

       

      

        
          	
                  By:

                	 

                  

                	 
	
                  Title: