*
      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.

     

    Commercial
      Agreement


     

    concerning
      the purchase

     

    of


     

    commercially
      traded Products

     

    
      	
              Contract
                no.

              of

            	
              2004-1433

              [*]

            
	 	 	 	 	 
	 	
              valid
                from

            	
              [*]

            	 	 
	 	 	 
	
              Contract
                between

            	
              [*]

            	
              as
                purchaser

              hereinafter
                referred to as „[*]"

            
	 	 	 
	
              and

            	
               

              IXI
                MOBILE (EUROPE) LTD 

              37
                Broadhurst Gardens

              London
                NW6 3WT

              United Kingdom

            	
              as
                Supplier

              hereinafter
                referred to as ,,Supplier"

            


    

    

      
        	
                [*]

              	Created
                in:
                
                Printed
                  in:

                Created
                  by:

              	
                [*]

                [*]

                Handset
                  Sourcing Team

              


      

    


    
      
         

      

      
         

        
          

        

      

       

    


    
      	 	
              Commercial
                Agreement

              Commercially
                traded Products

              Supplier

            
	 	
              Page: 
                2

            


    

     

    Content:

     

    
      	
              1

            	
              Subject
                of the Commercial Agreement

            	
              4

            
	 	 	 
	
              2

            	
              Parts
                of the Commercial Agreement

            	
              4

            
	 	 	 
	
              3

            	
              Deliverables
                of Supplier

            	
              5

            
	
              3.1

            	
              Samples,
                Dummies and Accessories

            	
              5

            
	
              3.2

            	
              Product-Information/Documentation

            	
              5

            
	
              3.3

            	
              [*]

            	
              6

            
	
              3.4

            	
              Pre-Configuration

            	
              6

            
	
              3.5

            	
              Training

            	
              6

            
	 	 	 
	
              4

            	
              Economic
                Terms

            	
              6

            
	
              4.1

            	
              Pricelist

            	
              6

            
	
              4.2

            	
              Payment
                Terms and Billing

            	
              7

            
	
              4.3

            	
              Economical
                Objectives and Discounts

            	
              8

            
	 	 	 
	
              5

            	
              Marketing
                and Promotion Activities 2004

            	
               

            
	 	 	 
	
              6

            	
              Shipping
                and Delivery Terms

            	
              8

            
	
              6.1

            	
              Inspection
                of the Shipments and Acceptance of goods

            	
              8

            
	
              6.2

            	
              Place
                of Performance (Delivery Address)

            	
              8

            
	
              6.3

            	
              Passing
                of the Title

            	
               

            
	
              6.4

            	
              Terms
                of Delivery and Shipping

            	
              9

            
	 	 	 
	
              7

            	
              Import
                Details and Shipping Instructions

            	
              9

            
	 	 	 
	
              8

            	
              Guarantee

            	
              9

            
	 	 	 
	
              9

            	
              Term
                and Termination of the Commercial Agreement

            	
              9

            
	
              9.1

            	
              Term
                and Termination of the Commercial Agreement

            	
               

            
	
              9.2

            	
              Amendments
                to the Commercial Agreement

            	
              9

            
	
              9.3

            	
              Severability
                Clause

            	
              10

            
	 	 	 
	
              10

            	
              Execution

            	
              11

            


    

     

    
      
         

      

      
         

        
          

        

      

       

    

    

      
        	 	
                Commercial
                  Agreement

                Commercially
                  traded Products

                Supplier

              
	 	
                Page: 
                  3

              


      

       

    

    
      	1	
              Subject
                of the Commercial
                Agreement

            


    

     

    Within
      the scope of the Frame Agreement concerning the purchase of Handsets and
      Accessories [Contract no. 2004-1432, dated from [*]], agreed between [*] as
      Operator and IXI Mobile as Supplier, in which this Commercial Agreement states
      the economic terms and conditions in connection with the Delivery for reselling
      of all commercially traded Products from Supplier. It shall also include
      technical specifications, special agreements or information.

     

    
      
        
          	2	
                  Parts
                    of the Commercial
                    Agreement

                


        

      

    

     

    The
      following documents form integral parts of the Commercial Agreement in the
      order
      they are listed:

     

    i. This
      Commercial Agreement document

    


    ii. The
      respective confirmed Purchase Order 

    


    ii. Local
      Annexes

     

    
      	 	
              ·

            	
              Annex
                A “Pricelist”

            


    

     

    
      	 	
              ·

            	
              Annex
                B “[*]” 

            


    

     

    
      	 	
              ·

            	
              Annex
                C “Contacts of the Parties”

            


    

     

    
      	 	
              ·

            	
              Annex
                D “Handset Term Sheet” (as a
                template)

            


    

     

    Both
      Parties confirm that they are in possession of the above-mentioned documents.
      Supplier understands the Contractual Structure and accepts it as stated in
      the
      Global Annex 1 “Scheme of Contractual Structure” of the Frame
      Agreement.

     

    The
      above-mentioned list of Commercial Agreement documents is not exhaustive as
      new
      documents (Annexes) may be added from time to time on mutual agreement of the
      Parties. Especially technical specifications of certain types of Products can
      be
      added to this Commercial Agreement or as binding description to the relevant
      order as agreed by the Parties.

     

    Annex
      A
      is subject to changes from time to time by Supplier. Always the latest pricelist
      of Supplier shall constitute the Local Annex A "Pricelist" of this Commercial
      Agreement. 

     

    In
      case
      of contradictions between the Commercial Agreement and the Local Annexes the
      Commercial Agreement shall prevail unless the Local Annexes state explicitly
      a
      wilful deviation of the Parties from a specified clause of the Commercial
      Agreement.

     

    The
      general terms and conditions of Supplier and [*] are waived unless attached
      to
      this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      
        	 	
                Commercial
                  Agreement

                Commercially
                  traded Products

                Supplier

              
	 	
                Page: 
                  4

              


      

       

    

    
      	3	
              Deliverables
                of Supplier

            


    

     

    
      	3.1	
              Samples,
                Dummies and
                Accessories

            


    

    
       

      Marketing
        samples: If available, [*] shall receive in minimum [*] marketing samples
        free
        of charge at least [*] before the Market Launch.

       

      
        	
              	·	
                Delivery
                  Address for marketing samples, Annex C “Contacts of the
                  Parties”

              


      

       

      Operator
        Samples (Test Handsets): With the Sample Availability [*] shall receive [*]
        Operator Samples: for its quality and security audits free of charge and
        [*]
        samples of the latest related Accessories, if they are not compatible with
        the
        existing ones.

       

      
        	
              	·	
                Address
                  for Operator Samples, Annex C “Contacts of the
                  Parties”

              


      

       

      Sales
        Samples: Immediately after [*] has placed the initial order but not before
        Sample Availability [*] shall receive [*] Sales Samples free of charge for
        the
        training, information and instructions of [*]’s sales and support
        staff.

       

      
        	
              	·	
                Address
                  for Sales Samples, Annex C “Contacts of the
                  Parties”

              


      

       

      Dummies:
        With the Market Launch of a new Handset or Handset type [*] shall receive
        [*]
        Dummies for advertising purposes, credited against the marketing budget.
        

       

      
        	
              	·	
                Address
                  for Dummies, Annex C “Contacts of the
                  Parties

              


      

       

      With
        respect to the obligations above:

       

      “Market
        Launch” shall be defined as the point in time when the respective products
        become commercially available to any end user or operator in [*].

       

      “Initial
        Sample Availability” shall be defined as the point in time when the first
        samples of the Product become available to any operator in [*] or [*] before
        Market Launch whichever occurs [*].

       

      With
        respect to the obligations above any major change of the Product’s Software
        after the initial order shall be treated as if a new type had been ordered
        and
        [*] shall receive new Samples or a new flash tool for the Samples. 

       

      
        	3.2	
                Product-Information/Documentation

              


      

       

      Basically
        Information & Documentation concerning Products, the Roadmap, the Forecast
        Meeting or the Handset Board shall be delivered in German or English to the
        following addresses:

       

      
        	 	
                ·

              	
                Delivery
                  Address for Basically Information & Documentation, Annex C “Contacts
                  of the Parties”

              


      

       

      To
        inform
        [*]’s sales staff in an optimal manner the following information and
        documentation about the Products shall be supplied by Supplier four weeks
        before
        the Market Launch:

       

      
        	
              	·	
                Weights
                  and measures

              


      

       

      
        	
              	·	
                Speaking
                  and Standby time

              


      

       

      
        	
              	·	
                Scope
                  of Delivery (content of the
                  packages)

              


      

       

      
        	
              	·	
                Interoperability
                  of Accessory and new Accessory

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      

        
          	 	
                  Commercial
                    Agreement

                  Commercially
                    traded Products

                  Supplier

                
	 	
                  Page: 
                    5

                


        

         

      

      
        	
              	
                ·

              	
                official
                  promotion slogan or the advertising short
                  message

              


      

       

      
        	
              	·	
                most
                  important features

              


      

       

      
        	
              	·	
                Manuals
                  in German, French, Italian and English on a media carrier like
                  CD-ROM

              


      

       

      
        	
              	·	
                Delivery
                  Address for Product Information & Documentation, Annex C “Contacts of
                  the Parties”

              


      

       

      
        	3.3	
                [*]

              


      

       

      [*]


       

      
        	3.4	
                Pre-Configuration

              


      

       

      All
        Handsets shall be pre-configured after the requirements of [*], according
        to the
        technical possibilities and at [*]. This includes the configuration of WAP
        over
        CSD and/or GPRS as well as the settings of bookmarks. This enumeration is
        not
        exhaustive. [*] shall inform Supplier in writing and in good times of the
        detailed requirements. 

       

      
        	3.5	
                Training

              


      

       

      Supplier
        undertakes to instruct [*]’s sales and support staff upon demand of [*] for new
        Products (especially of new complex Products). Basic training for train the
        trainers shall be [*]; advanced training upon offer of Supplier. The education
        shall be practical oriented and shall qualify the trained staffs for
        consultation, support and promotion activities.

       

      
        	4	
                Economic
                  Terms

              


      

       

      
        	4.1	
                Pricelist

              


      

       

      The
        actual and agreed prices of the present Product portfolio, which [*] purchases
        from Supplier, are stated in the Local Annex A “Pricelist” of this Commercial
        Agreement. Annex A is subject to changes from time to time by Supplier. Always
        the latest pricelist of Supplier shall constitute the Local Annex A "Pricelist"
        of this Commercial Agreement.

       

      
        	4.2	
                Payment
                  Terms, Billing
                  and Place of
                  Performance

              


      

       

      All
        prices are quoted and invoiced in EURO (EUR), excluding [*]. 

       

      Invoices
        shall be sent in duplicate, quoting the Contract as well as the order number,
        to
        the following address:

       

      
        	
              	·	
                Invoicing
                  Address, Annex C “Contacts of the
                  Parties”

              


      

       

      The
        invoices are payable net within [*]. 

       

      Invoices
        that are not paid within net [*] will be subject to interest of [*] on the
        amount due until paid in full.

       

      Benefit
        and risk shall pass to [*] upon Delivery at the Place of
        Performance.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        

          
            	 	
                    Commercial
                      Agreement

                    Commercially
                      traded Products

                    Supplier

                  
	 	
                    Page: 
                      6

                  


          

           

        

      

      
        	
                4.3

              	
                Economical
                  Objectives and
                  Discounts

              


      

       

      
        	4.3.1	
                Objectives
                  of Quantity and Turnover

              


      

       

      [*]
        and
        Supplier may agree to any economical objectives and discounts in the Handset
        Term Sheet.

       

      
        	4.3.2	
                Promotion
                  discount

              


      

       

      [*]
        and
        Supplier may agree to any promotional discount in the Handset Term
        Sheet.

       

      
        	5	
                Shipping
                  and Delivery Terms

              


      

       

      
        	5.1	
                Inspection
                  of the Shipments
                  and Acceptance of
                  goods

              


      

       

      The
        inspection of the shipments and the acceptance of goods shall be performed
        after
        the following procedure:

       

      
        	 	
                1.

              	
                Supplier
                  is instructed to advise the Delivery and to inform [*] (Distributor)
                  about
                  the amount of palettes, which will be delivered the next
                  [*].

              


      

       

      
        	 	
                2.

              	
                With
                  respect to drop shipments the plumbs (seals) are inspected. Drop
                  shipments
                  mean Deliveries, which are directly delivered from Supplier to
                  Operator/Distributor (at the Place of Performance 6.2) without
                  transhipment via a shipper (clearing ex
                  factory).

              


      

       

      
        	 	
                3.

              	
                The
                  amounts of pallets as well as the boxes are counted. Boxes are
                  either
                  single items with box-labels, a cardboard box with several items
                  or a
                  pallet.

              


      

       

      
        	
              	4.	
                The
                  shipments are accepted with reservation. With reservation means,
                  that
                  failings and discrepancies can be notified later on. Discrepancies
                  are
                  reported to Supplier within an appropriate time (basically within
                  [*]). If
                  after [*] no discrepancies are reported in writing to Supplier
                  the
                  reservations shall be deemed to be removed and the Products shall
                  be
                  deemed to be accepted. Either [*] or [*], as the entitled distributor,
                  call and admonish the discrepancies at
                  Supplier.

              


      

       

      
        	
              	5.	
                Notwithstanding
                  above any missing or damaged cartons must be noted on delivering
                  carriers
                  documentations. 

              


      

       

      
        	5.2	
                Place
                  of Performance (Delivery
                  Address)

              


      

       

      Place
        of
        Performance and Delivery address is the following:

       

      
        	
              	·	
                Place
                  of Performance, Annex C "Contacts of the
                  Parties"

              


      

       

      
        	5.3	
                Terms
                  of Delivery and
                  Shipping

              


      

       

      Supplier
        shall pay attention to the following rules at Delivery:

       

      
        	 	
                ·

              	
                each
                  item shall be marked with a single EAN-Code to identify and to
                  control it
                  through the flow of goods;

              


      

       

      
        	 	
                ·

              	
                the
                  Delivery has to take place only by using normalised
                  euro-pallets;

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
          

            
              	 	
                      Commercial
                        Agreement

                      Commercially
                        traded Products

                      Supplier

                    
	 	
                      Page: 
                        7

                    


            

             

          

        

      

      
        	 	
                ·

              	
                Delivery
                  shall pass with unadulterated palettes or palettes with different
                  Deliverables on it shall be marked;

              


      

       

      
        	 	
                ·

              	
                cardboard
                  boxes shall not contain several Products or Product
                  types;

              


      

       

      Delivery
        of print media:

       

      
        	 	
                ·

              	
                print
                  media shall not be delivered on pallets without making packaging
                  units

              


      

       

      
        	 	
                ·

              	
                related
                  to packaging units the following rules shall receive
                  attention:

              


      

       

      · single
        pieces   [*]

       

      a
        lot/pack   [*]

       

      a
        cardboard box  [*]

       

      a
        pallet   [*]

       

      
        	 	
                ·

              	
                packaging
                  units shall be marked with the item-number (EAN-Code), name of
                  the item;
                  pieces of the content and the
                  order-number

              


      

       

      
        	6	
                Import
                  Details and Shipping
                  Instructions

              


      

       

      If
        any
        import details have to be settled, they shall be done according to the [*]
        procedure as defined in the Annex 2 of the Frame Agreement “Shipping
        instructions for Suppliers of [*]”.

       

      The
        forwarding agent of the Supplier is expected to contact and cooperate with
        the
        shipper from [*] regarding import matters.

       

      
        	 	
                ·

              	
                Shipper
                  Address, Annex C “Contacts of
                  Parties”

              


      

       

      [*]
        hereby requests that Supplier shall instruct his forwarding agent to clear
        all
        imports to be delivered to [*] through:

       

      [*]

       

      [*]

       

      
        	7	
                Commercial
                  Agreement Specifications


              


      

       

      
        	7.1	
                Amendments
                  to the Commercial
                  Agreement

              


      

       

      Supplements
        and amendments to this Commercial Agreement and its elements shall only be
        valid, if agreed to in writing by both Parties. This shall also apply for
        the
        waiver of this provision.

       

      
        	7.2	
                Severability
                  Clause

              


      

       

      If
        any
        Provision herein is incomplete or legally not executable for Legal reasons,
        the
        other provisions shall remain in full force and effect. In such cases the
        Parties shall agree to replace any void or invalid provisions by legally
        valid
        provisions, which are as equivalent as possible to the original provisions
        in
        terms of economy.

      
         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
          

            
              	 	
                      Commercial
                        Agreement

                      Commercially
                        traded Products

                      Supplier

                    
	 	
                      Page: 
                        8

                    


            

             

          

        

      

      
        	
                8

              	
                Term
                  and Termination of the Commercial
                  Agreement

              


      

       

      The
        Commercial Agreement shall come into effect when signed by both
        Parties.

       

      If
        Parties agree to continue their business relationship and are involved in
        negotiations the provisions of the Commercial Agreement shall be valid until
        a
        new Commercial Agreement will be signed.

       

      Each
        Party is authorised to terminate the Commercial Agreement after [*] by giving a
        [*] notice in writing to the other Party.

       

      
        
          	9	
                  Execution

                


        

      

       

      This
        Commercial Agreement document shall be executed in two copies. Each Party
        shall
        receive one signed copy. 

       

      
        	Signatures
                of the Parties
	 
	
                For
                  Supplier:

              


      

       

      
        	 	 	 	 
	
                /s/ 

                
                  Chief
                    Executive Officer

                

              	 	 	
                [*] 

                
                  [*]

                

              
	
                

                Signature
                  and company stamp (Please write 
the name of the person signing in
                  CAPITALS)

              	 	 	
                

                Signature
                  and company stamp (Please write 
the name of the person signing in
                  CAPITALS)

              


      

       

        
          	
                  Place
                    and date:

                	
                  [*]

                	 	 


        

         

      

      
        	 	 	 	 
	
                
                  For
                    [*]:

                

              	 	 	
                 

              
	
                
                   

                  [*]
                    
                    [*]

                  

                

              	 	 	
                
                   

                  [*]
                    

                  [*]

                

              


      

        

        
          	
                  Place
                    and date:

                	
                  [*]