**Exhibit
      4.7**




**AMENDMENT
      NUMBER 2 TO**


**INVESTOR
      REGISTRATION RIGHTS AGREEMENT**





**THIS
      AMENDMENT AGREEMENT** (the
      “ Amendment ”) **** is
      entered into as of August 25, 2006, between **AIRBEE
      WIRELESS, INC.,** a
      corporation organized and existing under the laws of the State of Delaware
      (the
“ Company ”),
      and **MONTGOMERY
      EQUITY PARTNERS, LTD.** a
      Delaware limited partnership **** (the
      “ Investor ”).





**WHEREAS** ,
      the
      Company and the Investor are parties to a certain Investor Registration Rights
      Agreement dated as of December 29, 2005 (the “ Agreement ”);
      and





**WHEREAS** ,
      the
      parties wish to amend the Agreement as set forth below.





**NOW,
      THEREFORE** ,
      it is
      agreed:





**I.**  **Amendments** **.**





A.  Section
      2(a) .  Section
      2(a) of the Agreement is hereby deleted in its entirety and the following
      language shall replace said Section 2(a) of the Agreement:





Section
      2(a):  Subject
      to the terms and conditions of this Agreement, the Company shall prepare and
      file, no later than September 29, 2006 (the “ Scheduled
      Filing Deadline ”),
      with
      the SEC a registration statement on Form S-1 or SB-2 (or, if the Company is
      then
      eligible, on Form S-3) under the Securities Act (the “ Initial
      Registration Statement ”)
      for
      the resale by the Investors of the Registrable Securities, which includes at
      least 13,586,956 shares of Common Stock to be issued upon conversion of the
      Convertible Debentures and two million (2,000,000) shares of the Company’s
      Common Stock issuable upon exercise of the Warrant. The Company shall cause
      the
      Registration Statement to remain effective until all of the Registrable
      Securities have been sold. Prior to the filing of the Registration Statement
      with the SEC, the Company shall furnish a copy of the Initial Registration
      Statement to the Investors for their review and comment. The Investors shall
      furnish comments on the Initial Registration Statement to the Company within
      twenty-four (24) hours of the receipt thereof from the Company.





B.  Section
      2(b) .
      Section
      2(b) Agreement is hereby deleted in its entirety and the following language
      shall replace said Section 2(b) of the Agreement:





Section
      2(b) :
      “ Effectiveness
      of the Initial Registration Statement .
      The
      Company shall use its best efforts (i) to have the Initial Registration
      Statement declared effective by the SEC no later than December 29, 2006 (the
      “ Scheduled
      Effective Deadline ”)
      and
      (ii) to insure that the Initial Registration Statement and any subsequent
      Registration Statement remains in effect until all of the Registrable Securities
      have been sold, subject to the terms and conditions of this Agreement. It shall
      be an event of default hereunder if the Initial Registration Statement is not
      declared effective by the SEC by December 29, 2006.”










**II.**  **Miscellaneous** **.**





**A.**
            Except
                as provided hereinabove, all of the terms and conditions contained
                in the
                Agreement shall remain unchanged and in full force and
                effect.





**B.**
            This
                Amendment is made pursuant to and in accordance with the terms and
                conditions of the Agreement.





**C.**
            All
                capitalized but not defined terms used herein shall have those meanings
                ascribed to them in the Agreement.  **D.**
            All
                provisions in the Agreement and any amendments, schedules or exhibits
                thereto in conflict with this Amendment shall be and hereby are changed
                to
                conform to this Amendment.








**[REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]**









2


**IN
      WITNESS WHEREOF** *,* the
      parties hereto have caused this Amendment to be executed by the undersigned,
      thereunto duly authorized, as of the date first set forth above.








**COMPANY:****AIRBEE
                WIRLESS, INC.**By:/s/ E. Eugene SharerNameE.
                Eugene SharerTitle:President
                & Chief Operating Officer**MONTGOMERY
                EQUITY PARTNERS, LTD.**By:
                Yorkville Advisors LLCIts: General
                PartnerBy:/s/ Robert PressNameRobert
                PressTitle:Portfolio
                Manager





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