Amendment
No. 2

    to
the Cooperation Agreement of December 15, 2005 (the “Agreement”)

    


    between

    


    IXI
Mobile (R&D) Ltd.

    17
Hatidhar st.

    Ra’anana
43665

    Israel

    


    (herafter
mentioned „IXI“)

    


    and

    


    1&1
Internet AG

    Elgendorfer
Straße 57

    56410
Montabaur

    Germany

    


    (hereafter
mentioned “1&1”)

    


    
      	
            	
              1.

            	
              The
      CT-12 device delivered to 1&1 under the Agreement includes a RAM
      memory of 16MB instead of 8MB as set forth in the
    Agreement.

            


    

    


    
      	
            	
              2.

            	
              At
      the request of 1&1 and further to negotiations between the parties,
      IXI will develop a new feature which will
allow:

            


    

    


    
      	
               
      

            	
              a)

            	
              The
      IXI handheld CT-12 to perform its purpose without an always-online
      connection. The SMS (WAP-push) will be used to trigger a setup of a
      connection towards the IXI proxy. This feature will be available in all
      future releases of the handheld.

            


    

    


    


    
      	
               
      

            	
              b)

            	
              A
      GPRS connection must be
established:

            


    

    


    
      	
               
      

            	
               
      i.

            	
              if
      the user wants to browse the
internet,

            


    

    


    
      
        	
                Amendment
      No. 2 to the Cooperation Agreement between IXI Mobile (R&D)
      Ltd.

              	 
      	
                Page 1 of
      2

              
	
                and
      1&1 Internet AG

              	 
      	 
      


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
               ii.

            	
              if
      the user wants to send an Email or

            


    

    
      	
               
      

            	
              iii.

            	
              if
      the Notify-SMS will trigger an email
download.

            


    

    


    
      	
               
      

            	
              c)

            	
              The
      GPRS connection must be released:

            


    

    


    
      	
               
      

            	
               
      i.

            	
              if
      the user closes the browser,

            


    

    
      	
               
      

            	
               ii.

            	
              after
      the email/s is/are sent, and

            


    

    
      	
               
      

            	
              iii.

            	
              after
      the email/s is/are downloaded.

            


    

    


    
      	
               
      

            	
              d)

            	
              This
      feature, when and if completed as set forth herein, may be downloaded
      “Over the Air”, according to the Agreement, to all existing handheld
      devices in the “field” in a way that the GPRS “Always-Online” connection
      will be exchanged by a GPRS “On Demand”
  connection.

            


    

    


    
      	
            	
              3.

            	
              As
      consideration for the development of the new feature, 1&1 will pay IXI
      an amount equal to [***], based on the hourly rate of [***] and IXI’s
      estimation of the development time of
[***];

            


    

    


    
      	
            	
              4.

            	
              IXI
      will use its best reasonable commercial efforts such that the new feature
      will be ready for implementation by the end of July 2006. if IXI does not
      finalize the feature by the said date, IXI shall pay a penalty to 1&1
      in an amount [***] against invoice.

            


    

    


    Except as
expressly stated otherwise herein, the Cooperation Agreement dated December 15,
2005 shall remain in full force and effect.

    


    
      
        
          
            	
                    As
      agreed by:

                  	 
      	 
      
	 
      	 
      	 
      
	
                    April  ___,
      2006

                  	 
      	
                    April  ___,
      2006

                  
	 
      	 
      	 
      
	
                    1&1
      Internet AG

                  	 
      	
                    IXI
      Mobile (R&D) Ltd.

                  
	 
      	 
      	 
      
	
                    By:

                  	 
      	 
      	
                    By:

                  	 
      
	 
      	 
      	 
      
	
                    Name:

                  	 
      	
                    Name:

                  
	 
      	 
      	 
      
	
                    Title:

                  	 
      	
                    Title:

                  


          

        

      

    

    


    
      
        	
                Amendment
      No. 2 to the Cooperation Agreement between IXI Mobile (R&D)
      Ltd.

              	
                Page
      2 of 2

              
	
                and
      1&1 Internet AG