FIRST
AMENDMENT TO THE MSN MOBILE SERVICES RESELLER AGREEMENT

     

    This
First Amendment (the “First Amendment”) to the MSN Mobile Services Reseller
Agreement by and between IXI Mobile (R&D) Ltd. ("Company") and Microsoft
Corporation, a ("Microsoft") dated September 27, 2005 (the “Agreement”) is
entered into as of the later of the two signature dates below ("First Amendment
Effective Date").

    


    RECITALS

    


    A.           
Microsoft and Company entered into the Agreement to appoint Company as a
non-exclusive reseller in the Territory, and to establish the process for
Company to provide MSN Mobile Services to Subscribers via Carrier Network using
the Company Services.

    


    B.            
Microsoft and Company wish to amend the Agreement to extend the Term of the
Agreement, amend the Carrier list in Exhibit A and change the fee structure of
the Client Services in Service Schedule 1.

    


    AMENDMENT

    


    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:

    


    
      	
              1.

            	
              Company
      agrees to pay Microsoft [* * *] per the initial terms of the
      Agreement.

            


    

    


    
      	
              2.

            	
              Section
      10.1 “Term,” shall be deleted in its entirety and replaced with the
      following:

            


    

    


    
      	
               
      

            	
              10.1   
      Term.  The initial Term of this Agreement shall commence on the
      Effective Date and shall be in effect through [* * *] (the
      “Term”).

            


    

    


    
      	
              3.

            	
              Service
      Schedule 1, Section 7 “Fees” shall be amended as
  follows:

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      section "Targets and Minimum Commitments" shall be replaced in its
      entirety with the following:

            


    

    


    
      	
            	
              i.

            	
              "Effective
      [* * *] and through the term of the Agreement as defined in section 10.1
      of the Agreement, Company will pay Microsoft a minimum payment of [* *
      *]

            


    

    


    
      	
            	
              ii.

            	
              Company
      will pay Microsoft [$* * *].

            


    

    


    
      	
            	
              iii.

            	
              Company
      will pay Microsoft [$* * *]

            


    

    


    
      	
            	
              iv.

            	
              Company
      will pay Microsoft [$* * *].

            


    

    


    
      	
            	
              v.

            	
              An
      Active User for the mail client is defined as any Company subscriber that
      has [* * *].

            


    

    


    
      	
            	
              vi.

            	
              An
      Active User for the messaging client is defined as any Company subscriber
      that has [* * *]

            


    

    


    
      	
              4.

            	
              Amendments
      to Exhibit A.

            


    

    


    Microsoft
will actively update the carrier table in Exhibit A at its
discretion. 

    


    
      	
              5.

            	
              MSP
      3.0 and Search.

            


    

     

    5.1 
Company will make all commercially reasonable efforts to adopt MSP 3.0 upon the
commercial release of the protocol and to launch a MSP 3.0 compliant gateway [*
* *] from commercial availability of MSP 3.0.

    


    5.2 
Company will make commercially reasonable efforts to launch a compliant client
within [* * *] from the commercial availability of MSP 3.0.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    5.3 
Company will make commercially reasonable efforts to develop and launch the
following  features on MSP 3.0 based gateway and/or client [* * *]
from commercial availability of MSP 3.0:

    -      Messenger
– voice clips, in-line display pictures, nudges support, picture IM (disabled
when no camera present)

    -      Mail
– push mail

    -      Profile
– change display picture, status message, display name

    


    5.4 
Company and Microsoft will discuss the availability, timeframes and architecture
of the following features:

    


    
      	
               
      

            	
              -

            	
              Contacts
      – with phone numbers, email, IM, Spaces, presence, gleams, display picture
      and personal status message being supported. All items shall be
      actionable.

            


    

    
      	
               
      

            	
              -

            	
              Messenger
      – quick link to contacts, gleams, quick link to
  spaces

            


    

    
      	
               
      

            	
              -

            	
              Mail
      –add e-mail address to contact

            


    

    
      	
               
      

            	
              -

            	
              Spaces
      – post a photo, deep link to spaces browse
  services

            


    

    


    5.5
 Search

    Subject
to specific Company customer's objection, Company will include a link for
Windows Live Search as part of the embedded default bookmark on all OGO 2.0
devices in the following markets in which Windows Live Search is
available.

     

    
      	
               
      

            	
              o

            	
              * *
      *]

            


    

    
      	
               
      

            	
              o

            	
              [*
      * *]

            


    

    
      	
               
      

            	
              o

            	
              [*
      * *]

            


    

    
      	
               
      

            	
              o

            	
              [*
      * *]

            


    

    
      	
               
      

            	
              o

            	
              [*
      * *]

            


    

    
      	
               
      

            	
              o

            	
              [*
      * *]

            


    

    
      	
               
      

            	
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              [*
      * *]

            


    

    
      	
               
      

            	
              o

            	
              [*
      * *]

            


    

    
      	
               
      

            	
              o

            	
              [*
      * *]

            


    

    
      	
               
      

            	
              o

            	
              [*
      * *]

            


    

    
      	
               
      

            	
              o

            	
              [*
      * *]

            


    

    
      	
               
      

            	
              o

            	
              [*
      * *]

            


    

    
      	
               
      

            	
              o

            	
              [*
      * *]

            


    

    
      	
               
      

            	
              o

            	
              [*
      * *]

            


    

    
      	
               
      

            	
              o

            	
              [*
      * *]

            


    

    
      	
               
      

            	
              o

            	
              [*
      * * (beta)]

            


    

    


    6.   
 Except as specifically changed in this First Amendment, all terms and
conditions set forth in the Agreement shall remain in full force and
effect.  This First Amendment sets forth the entire understanding of the
Parties as to the subject matter of this First Amendment and supersedes all
prior agreements, discussions, and correspondence pertaining to the subject
matter of this First Amendment.  In the event of an express conflict
between the terms and conditions of this First Amendment and the terms and
conditions of the Agreement, the terms and conditions of this First Amendment
will control. 

    


    7.    
 This First Amendment may be
executed in any number of counterparts, each of which shall be deemed an
original and all of which together will constitute one and the same
document.