*	
              CERTAIN
                INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
                WITH THE
                COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
                TO THE
                OMITTED PORTIONS.

            


    

     

    Amendment
      No. 2

    to
      the Cooperation Agreement of [*] (the “Agreement”)


    


    between

    


    IXI
      Mobile (R&D) Ltd.

    17
      Hatidhar st.

    Ra’anana
      43665

    Israel

    


    (herafter
      mentioned „IXI“)

    


    and

    


    [*]

    


    (hereafter
      mentioned “[*]”)


    


    
      	 	
              1.

            	
              The
                CT-12 device delivered to [*] under the Agreement includes a RAM
                memory of
                [*] instead of [*] as set forth in the
                Agreement.

            


    

    


    
      	 	
              2.

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


            


    

    


    
      	 	
              a)

            	
              [*]

            


    

     

    
      	 	
              b)

            	
              [*]
                

            


    

     

    
      	 	
              c)

            	
              [*]

            


    

     

    
      	 	
              d)

            	
              [*]
                

            


    

    


    
      	 	
              3.

            	
              As
                consideration for the development of the new feature, [*] will pay
                IXI an
                amount equal to Euro [*], based on the hourly rate of Euro [*] 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 [*]. if IXI does not
                finalize the feature by the said date, IXI shall pay a penalty to
                [*] in
                an amount Euro [*] against invoice.


            


    

     

    Except
      as
      expressly stated otherwise herein, the Cooperation Agreement dated [*] shall
      remain in full force and effect.

     

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


      and
        [*]

    

     

    
      
         

      

      
        Page
          1 of 2

        
          

        

      

      
         

      

    

     

    As
      agreed
      by:

    
       

      
        	
                [*]

              	 	
                [*]

              	 
	 	 	 	 
	
                [*]

              	 	IXI Mobile (R&D)
                Ltd.
	 	 	 	 
	 	 	 	 
	
                By:
                  [*]

              	
              	
                By:

              	/s/ 
	
              	
              	 	
                

              
	Name:  [*]	 	
                Name:

              	 
	 	 	 	 
	
                Title:

              	
              	
                Title:

              	
              


      

       

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

      

      
        and
          [*]

      

       

      
        
          
          

        

        
          Page
            2 of 2