AMENDMENT
#1 TO SALES AGENCY AGREEMENT
  This
Amendment #1 (“Amendment #1”) to Sales Agency Agreement (the “Agreement”), dated
as of September 27, 2010, by and between deltathree, Inc., a Delaware
corporation (“Inc.”), DME Solutions, Inc., a New York corporation (“DME”), Delta
Three Israel, Ltd., an Israeli corporation (“Delta Three Israel”, and together
with Inc. and DME are collectively referred to herein as “deltathree”), and LKN
Communications, Inc., doing business as ACN, Inc. (“ACN”), a Michigan
corporation, is dated as of January 26, 2011. All terms used but not defined
herein shall have the meaning provided to such terms in the
Agreement.
  Recitals:
  WHEREAS,
pursuant to the Agreement deltathree provides the Mobile Applications to the ACN
Customers; and
  WHEREAS,
the parties wish to amend the Agreement in accordance with the terms and
conditions set forth herein;
  NOW, THEREFORE, in consideration of the
foregoing Recitals and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
  1.  The
following shall be added to Section 5 of the Agreement:
  “(o)
Inc. will not block the phone number (the “Number”) entered by an ACN Customer
when signing up for the Service as the phone number for the mobile phone (the
“Phone”) on which such ACN Customer will download and utilize the Mobile
Applications from appearing to a recipient of a call from the Phone as the phone
number for such Phone, until such time as deltathree receives written
notification from ACN requesting that deltathree so block the Number or
deactivate an account for a violation of  ACN customer terms and
conditions; ACN’s Policy and Procedures Manual for ACN Representatives and/or
other violations of a customer or Representative of a federal, state and local
law, and then promptly thereafter; and
  (p)
Inc. shall use its best efforts to assist ACN with resolving customer service
issues, provided that deltathree reasonably determines that such resolutions
requested by ACN are not unreasonable or unduly burdensome (either financially
or in regards to the amount of time and effort that would be required) for
Inc.  To the extent that the cost, expense and/or other burden that
deltathree would incur for a resolution is what Inc. deems to be unduly
burdensome, Inc. shall notify ACN of the cost, expense and/or other burden and
allow ACN the opportunity to elect to compensate Inc. for such cost, expense
and/or other burden.”


2.  The
following is hereby inserted as Section 11(d) of the Agreement:
  “ACN
hereby agrees to indemnify and hold harmless each Inc. Indemnified Person from
and against all liability and damages which any Inc. Indemnified Person may
sustain, incur or assume as a result of any allegation, claim, civil or criminal
action, proceeding, charge or prosecution which may be alleged, made, instituted
or maintained against any Inc. Indemnified Person arising out of, resulting from
or based upon deltathree not blocking the Numbers from appearing to a recipient
of a call from a Phone as the phone number for such Phone, except where such
allegation, claim, action, proceeding, charge or prosecution is the result of
deltathree’s gross negligence, including but not limited to deltathree’s failure
to comply with Section 5(o)(i) above.”
  3.  Section
18(j) of the Agreement is hereby deleted in its entirety and replaced with the
following:
  “Survival.  The
provisions of Sections 3(d)-(e), 4(b), 4(h), 5(c)-(e), 5(k), 5(n)-(p), 8, 10, 11
and 18 shall survive the termination of this Agreement for as long as there are
active ACN Customers.”
  4.           The
following shall be added to Section 18 of the Agreement:
 
 “(k)           Trademark
License.  ACN hereby grants to Inc., subject to the terms of
this Agreement, a limited, non-exclusive, non-transferable, non-sublicensable,
license to use and display ACN trademarks and tradenames (together, the
“Marks”), as identified by ACN, in or on promotional material and the on-line
branded web site, provided such use is reasonably necessary to perform as
contemplated by this Agreement and has been approved by ACN.
 
 Title to
and ownership of the Marks shall remain at all times with ACN.  The
license granted by ACN does not include any ownership interest in the Marks and
does not include the right to modify or alter in any way any of the
Marks.  Any benefits accruing from use of the Marks shall
automatically vest with ACN. This limited license shall terminate immediately in
the event this Agreement is terminated and use of any Marks must cease
immediately upon termination, subject to Section 3(d) above.”
 
 5.           Except
as expressly provided in this Amendment #1, all of the terms and conditions of
the Agreement remain unchanged and in full force and effect.
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   IN
WITNESS WHEREOF, the parties hereto have executed this Amendment #1 as of the
date first set forth above.
  DELTATHREE,
      INC.By:
                /s/
      Effi BaruchName: Effi
      BaruchTitle: CEO
      and President
  DME
      SOLUTIONS, INC.By:
                  /s/
      Effi BaruchName: Effi
      BaruchTitle: CEO
      and President
  DELTA
      THREE ISRAEL, LTD.By:
                      /s/
      Effi BaruchName: Effi
      BaruchTitle: CEO
      and President
 LKN
      COMMUNICATIONS, INC.d/b/a
      ACN, Inc.By:
                    /s/
      Robert
      StevanovskiName: 
      Robert
      StevanovskiTitle: 
      Chairman
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