*	
              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. 1

    to
      the Cooperation Agreement of [*] (“Amendment and 

    “Corporation
      Agreement” respectively)

    


    between

    


    IXI
      Mobile (R&D) Ltd.

    17
      Hatidhar St.

    Ra’anana
      43665

    Israel

    


    (herafter
      mentioned “IXI”)


    


    and


    


    [*]

    


    (hereafter
      mentioned “[*]”)

    


    
      	 	
              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 [*] will be deleted and replaced
                in its entirety as follows:

            


    

    


    “[*]:

    


    
      	 	
              a)

            	
              [*];

            


       
 

      	 	b)	[*].


    

     

    
      	 	
              3.

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

            


    

     

    “As
      of
      [*], 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”. [*]
      will indicate on any purchase order the required option. IXI shall not be
      obligated to update this feature on the [*] 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.


    

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

      

      
        and
          [*]

      

       

      
        
          
          

        

        
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            2 of 2