Amendment
No. 1

    to
the Cooperation Agreement of December 15, 2005 
(“Amendment and “Corporation
Agreement” respectively)

    


    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.

            	
              All
      capitalized terms in the Amendment shall have the same meaning as in the
      Corporation Agreement.

            


    

    


    
      	
            	
              2.

            	
              Section
      10.3 of the Cooperation Agreement dated December 15, 2005 will be deleted
      and replaced in its entirety as
follows:

            


    

    


    
      
        	
                Amendment
      No. 1 to the Cooperation Agreement between IXI Mobile (R&D) Ltd.
      
and 1&1 Internet AG

              	
                Page 1 of
      2

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      “10.31&1
will have the following options to terminate this Agreement subject to fourteen
(14) days written notice prior end of month. In any event of termination under
this Section, 1&1 will pay IXI the price of any additional services and/or
Products ordered by 1&1 and not yet delivered by IXI:

    

    


    
      	
               
      

            	
              a)

            	
              1
      month after the publishing of the advertising for the Products by 1&1
      and in any event no later than May 01,
2006;

            


    

    


    
      	
               
      

            	
              b)

            	
              2
      months after the publishing of the advertising for the Products by 1&1
      and in any event no later than June 01, 2006.” In that case, 1&1 will
      pay IXI a non refundable fee of
$150,000.

            


    

    


    
      3.Section
1.6.1 will be added to the Cooperation Agreement as follows:

    

    “As of
September 30, 2006, the CT-12 device will include an optional feature allowing
the GPRS data connection (PDP context activation) to be either “Always On” or
“On Demand”. 1&1 will indicate on any purchase order the required option.
IXI shall not be obligated to update this feature on the 35,000 devices ordered
prior to the date hereof.

    


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

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      As
      agreed by:

                                    	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
                                      February
      ___, 2006

                                    	 	
                                      February
      ___, 2006

                                    
	 
      	 
      	 	 
      	 
      
	
                                      1&1
      Internet AG

                                    	 	
                                      IXI
      Mobile (R&D) Ltd.

                                    
	 
      	 
      	 	 
      	 
      
	
                                      By:

                                    	 
      	 	
                                      By:

                                    	 
      
	 
      	 
      	 	 
      	 
      
	
                                      Name:

                                    	 	
                                      Name:

                                    
	 
      	 
      	 	 
      	 
      
	
                                      Title:

                                    	 	
                                      Title:

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      	
              Amendment
      No. 1 to the Cooperation Agreement between IXI Mobile (R&D) Ltd.
      
and 1&1 Internet AG

            	
              Page 2 of
      2