*
      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.

     

    OPERATIONS
      & INFRASTRUCTURE

     

    SERVICE
      LEVEL AGREEMENT


    


    
      	I.	
              Purpose 

            


    

     

    This
      Service Level Agreement (“SLA”)
      sets
      forth the terms agreed to between [*] and IXI with respect to the basic level
      of
      service that [*] and IXI will provide in order to support the delivery of [*]
      services to End Users contemplated in the Agreement. [*] and IXI have reached
      mutual agreement in the following areas:

     

    
      	 	
              a.

            	
              Service
                Availability, Monitoring &
Maintenance

            


    

    
      	 	
              b.

            	
              Incident
                Management & Service
                Restoration

            


    

    
      	 	
              c.

            	
              Contact
                Information

            


    

    


    
      	II.	
              Service
                Availability, Monitoring &
                Maintenance

            


    

     

    
      	 	
              a.

            	
              System/Network/Application
                Availability: 

            


    

     

    [*]
      and
      IXI each mutually agree to make commercially reasonable efforts to ensure the
      systems, network and applications either leased or supplied by either Party
      or
      located within premises occupied and controlled by either Party, and which
      provide the operating infrastructure for content, applications and services,
      are
      optimized to meet shared goals for availability to the End
      Users.


     

    For
      the
      systems and network providing [*] services to IXI, [*] will provide a [*]%
      up
      time, excluding only mutually agreed to scheduled maintenance time. IXI will
      provide a [*]% up time for all IXI services, excluding only mutually-agreed
      to
      scheduled maintenance time. Up time will be viewed as a monthly
      metric. 


     

    
      	 	
              b.

            	
              Monitoring:

            


    

     

    At
      the
      time of service launch each Party will have in place automated monitoring/alert
      systems which have the capability to detect error conditions in the primary
      systems, networks and applications infrastructure over which each Party
      maintains control. Such systems will be maintained by trained staff that has
      immediate access to the monitoring equipment 365 days a year, 7 days a week,
      24
      hours a day. 


     

    
      	 	
              c.

            	
              Scheduled
                Maintenance & Upgrades: 

            


    

     

    
      	
            	i.	
              Each
                Party agrees that standard maintenance on the systems, network and
                applications may be conducted without any prior notice, provided
                that the
                maintenance does not have a direct impact on the content, applications
                and
                services (e.g.,
                operating system level patches, network switch upgrades).
                

            


    

     

    
      	
            	ii.	
              Each
                Party will use commercially reasonable efforts to provide the other
                Party
                with no less than [*] advanced notification of scheduled downtime
                and/or
                maintenance that directly impacts the services, applications and
                web site
                content.

            


    

     

    
      
        
        

      

      
        1
          

        
          

        

      

      
        
        

      

    

     

     

    
      	
            	iii.	
              Each
                Party will agree to provide advanced notification to the designated
                email
                addresses in Table
                A
                and will include the information outlined regarding the maintenance
                or
                activities being performed:

            


    

    


    Table
      A.

    


    
      	
              For
                Advanced Notification of Scheduled Maintenance
                Activities:

            
	
              [*]
                Email Address

            	
              [*]

            
	
              IXI
                Email Address

            	
              support@ixi.com

            
	
              Details
                of Notification to include

            	
              ·­ Description
                of the maintenance

              ·­ Service/s
                that will be affected

              ·­ Date
                / schedule of maintenance activity

              ·­ Expected
                duration

              ·­ Impact
                to End Users

              ·­ Work
                order reference number (if applicable)


            


    

    


     

    
      	
            	iv.	
              Each
                Party will ensure that any maintenance conducted will follow operational
                change control procedures, including but not limited to such safeguards
                as
                pre-testing and qualification of upgrades and new applications,
                availability of reversal and restoration procedures, and the maintenance
                of change logs for the purpose of future troubleshooting and system
                analysis. 

            


    

     

    
      	
            	v.	
              Each
                Party will agree to perform all regular maintenance during a regularly
                designated period of time selected to minimize End User impact. The
                current [*] maintenance window for planned interruptions to service
                and
                standard maintenance is between [*] and [*] Eastern Time. The current
                IXI
                maintenance window for planned interruptions to service and standard
                maintenance is between [*] and [*].


            


    

    


    
      	III.	
              Incident
                Management & Service
                Restoration

            


    

     

    
      	 	
              a.
                

            	
              Responsible
                Parties: 

            


    

     

    Both
      Parties will be responsible for coordinating all restoration activity for
      service interruptions requiring emergency maintenance and/or downtime including
      incident isolation, testing and repair work for the systems, network and
      applications either leased or supplied by a specific Party or located within
      a
      premised occupied and controlled by that Party. Third party vendor coordination
      will be the sole responsibility of the Party who initiated service with that
      vendor.

     

    
      	 	
              b.

            	
              Network
                Operations incident management:

            


    

     

    The
      priority level for service interruptions will be assigned and communicated
      by
      the Party detecting the service interruption to the other Party according to
      the
      escalation table below in Table
      B.
      Progress, resolution and information will be communicated regularly as
      described. Service interruptions will be tracked using each Party’s ticketing
      system. Tickets will be closed when both Parties mutually agree that a
      resolution has been achieved.

     

    Details
      of Incident Notification and status interval updates should include the
      following: 

     

    
      	 	 ·	
              Priority
                Level

            


    

     

    
      
        
        

      

      
        2
          

        
          

        

      

      
        
        

      

    

     

    
      	 	
               ·

            	
              Tracking
                ticket number

            


    

     

    
      	 	
               ·

            	
              Description
                of the service(s) that is (are)
                unavailable

            


    

     

    
      	 	
               ·

            	
              Detailed
                description of impact on end users

            


    

     

    
      	 	
               ·

            	
              Start
                time of incident

            


    

     

    
      	 	
               ·

            	
              Current
                status of resolution

            


    

     

    
      	 	
               ·

            	
              Estimated
                duration until resolution

            


    

     

    Table
      B.

    Expected
      Response and Status Update Intervals

    


    
      	
              Priority
                Level

            	 	
              Definition

            	 	
              Initial
                Notification

              Requirement

            	 	
              Status
                Update Intervals 

            
	
              Critical
                /

               

               Severity
                1

            	 	
              ·­
A
                major service-affecting condition has occurred
                causing all services and features to   be unavailable to a [*]%
                or more of End Users. 

            	 	
              Initial
                notification via telephone within [*]

            	 	
              Status
                update every [*] until resolution via phone call and
                email

            
	 	 	 	 	 	 	 
	
              Major
                / 

               

              Severity
                2

               

            	 	
              ·­­ Multiple
                features and services are unavailable to a [*] of End Users.

               

              ·­­ A
                major failure for a service or feature that causes significant
                inconvenience to end users. 

               

              ·­­ A
                system or product malfunction due to deficiency or non-usability
                that
                produces results materially different from those described in the
                documentation for a major services feature.

            	 	
              Initial
                notification

              within
                [*] via telephone

            	 	
              Status
                update [*] until resolution via email

            
	 	 	 	 	 	 	 
	
              Minor
                / 

               

              Severity
                3

            	 	
              ·­­ A
                failure that impacts a limited number of features and services or
                less
                than [*]% of End Users. 

               

              ·­­ A
                failure of operational support or administrative tools.

            	 	
              Initial
                notification within [*] via email

            	 	
              Status
                update every [*] until resolution via
                email

            


    

     

    
      	 	
              c.

            	
              End
                User Notification:

            


    

     

    In
      the
      event of a prolonged incident of a Severity Level 1 or 2 affecting any [*]
      service, both Parties will use commercially reasonable efforts at its own
      expense to post and maintain a “site down,” “feature down,” or similar online
      status notice in a manner reasonably intended to inform all end users of the
      status of the service(s) and, if possible, when the service(s) are likely to
      be
      fully restored. 


    


    
      	IV.	
              Points
                of Contact

            


    

     

    
      	 	
              a.

            	
              Operations
                and Infrastructure Support

            


    

     

    
      
        
        

      

      
        3
          

        
          

        

      

      
        
        

      

       

    

    Each
      Party will supply a Network Operations Center (NOC) contact to provide
      operational and infrastructure support 365 days a year, 7 days a week, 24 hours
      a day. [*] and IXI NOC information is provided in Table
      C
      below.

     

    All
      maintenance and coordination of upgrades and trouble reporting, tracking and
      resolution will be managed through this single point of contact.

    


    Table
      C.

    NOC
      Contact Information 

    


    
      	
              [*]
                NOC

            
	
              Hours
                of Operation

            	
              24
                hours a day, 7 days a week and 365 days a year
                (7/24/365)

            
	
              Contact
                Phone Number

            	
              Wireless
                Support Desk

              [*]

              [*]
                

              (All
                Critical Priority outage information must be communicated verbally
                first,
                with an e-mail confirmation to follow.)

            
	 	 
	
              Email
                Addresses:

              Incident
                and outage Notification:

            	
              Incident
                and outage Notification: 

              [*]
                

              Maintenance
                Notifications: 

              TBD
                

               Tier
                3/ Customer Care Escalation User Issues:

              [*]

            


    

    


    
      	
               

              IXI
                NOC

            
	
              Hours
                of Operation

            	
              24
                hours a day, 7 days a week and 365 days a year
                (7/24/365)

            
	
              Contact
                Phone Number

            	
              Primary:
                

              Backup:
                

            
	
              Email
                Address

            	 


    

     

    
      	 	
              b.

            	
              Escalations
                of Network Issues

            


    

     

    IXI
      and
      [*] will maintain an escalation process to aid in problem resolution should
      any
      outstanding incidents warrant, either because either Party has not responded
      to
      an incident within the parameters set forth in this agreement, or the length
      or
      severity of the outage warrant. IXI and [*] will exchange escalation procedures
      and contact lists. These lists will be routinely maintained, updated, and
      republished as changes warrant. As of the Effective Date, the escalation process
      will use the following contact information:

     

    
      
        
        

      

      
        4
          

        
          

        

      

      
        
        

      

    

     

    Table
      D.

     

    Escalation
      Points of Contact

     

    
      	
              [*]
                

            
	
              Within
                [*]
                of
                reporting the incident.

            	 	
              Shift
                Supervisor,

              Wireless
                Operations

            	 	
              [*]

            	 	
              [*]

            
	 	 	 	 	 	 	 
	
              [*]
                after
                1st level if no satisfaction from 1st level

            	 	
              Manager,
                

              Wireless
                Operations

            	 	
              [*]

            	 	
              [*]

            
	 	 	 	 	 	 	 
	
              [*]
                after
                2nd level if no satisfaction from 2nd level

            	 	 	 	 	 	 


    

     

    
      	
              IXI

            
	
              Within
                [*]of
                reporting the incident.

            	 	
              Shift
                technical support

            	 	
              +972-9-7476633

            	 	
              support@ixi.com

            
	 	 	 	 	 	 	 
	
              [*]
                after
                1st level if no satisfaction from 1st level

            	 	
              Manger
                technical support

              Mr.
                Boaz Avraham

            	 	
              +972-54-5656770

            	 	
              boaza@ixi.com

            
	 	 	 	 	 	 	 
	
              [*]
                after
                2nd level if no satisfaction from 2nd level

            	 	
              Director
                of service operations

              Mr.
                Rafi Brosh

            	 	
              +972-54-4498995

            	 	
              rafib@ixi.com

            


    

     

    
      	 	
              c.

            	
              Escalation
                of End User Issues - Member
                Services

            


    

     

    Both
      Parties will coordinate processes to support escalation of trouble tickets
      generated through the [*] and IXI NOCs originating from the customer care or
      member services escalation paths. For individual End User issues that have
      been
      escalated outside of Tier 1 or Tier 2 customer support levels, the following
      email addresses will be available for reporting and trouble shooting purposes.
      If significant numbers of tickets are being generated in a short period of
      time
      for what appears to be a network or system outage, the reporting Party should
      contact the general NOC to open ticket and begin the process of incident
      management as defined in section
      b
      above.

     

    
      
        
        

      

      
        5
          

        
          

        

      

      
        
        

      

    

     

    The
      email
      notification should include the following information:

     

    
      	 	
               ·

            	
              Customer’s
                MIN or MDN

            


    

     

    
      	 	
               ·

            	
              [*]
                or [*] ScreenName

            


    

     

    
      	 	
               ·

            	
              Services
                affected (Embedded Application/ MIM clients,
                Operator)

            


    

     

    
      	 	
               ·

            	
              Device
                manufacturer and model

            


    

     

    
      	 	
               ·

            	
              Date
                / time End User first experienced
                issue

            


    

    
      	 	 	 


      	 	
                 
                ·­

            	
              Detailed
                description of the issue

            


    

    
      	 	 	 


      	 	
               ·

            	
              Error
                message, if any

            


    

     

    Table
      C.

    Escalation
      Support for End User Issues

     

    
      	
              [*]
                Member Services

            
	
              Email
                Address

            	
              [*]

            


    

     

    
      	
              IXI
                Member Services

            
	
              Email
                Address

            	
              Support@ixi.com
                

            


    

     

    
      
        
        

      

      
        6