Unassociated Document


    
      
        

      
* 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. 

    
      

    

     

    FIRST
      AMENDMENT TO THE [*] MOBILE SERVICES RESELLER AGREEMENT

     

    This
      First Amendment (the “First Amendment”) to the [*] Mobile Services Reseller
      Agreement by and between IXI Mobile (R&D) Ltd. ("Company") and [*], a
      ("[*]") dated [*] (the “Agreement”) is entered into as of the later of the two
      signature dates below ("First Amendment Effective Date").

    


    RECITALS

    


    A.           
      [*] and Company entered into the Agreement to appoint Company as a non-exclusive
      reseller in the Territory, and to establish the process for Company to provide
      [*] Mobile Services to Subscribers via Carrier Network using the Company
      Services.

    


    B.            
      [*] and Company wish to amend the Agreement to extend the Term of the Agreement,
      amend the Carrier list in Exhibit A and change the fee structure of the Client
      Services in Service Schedule 1.

    


    AMENDMENT

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, the Parties agree as follows:

    


    1. Company
      agrees to pay [*]and
      [*]per
      the
      initial terms of the Agreement.

    


    2.    
      Section 10.1 “Term,” shall be deleted in its entirety and replaced with the
      following:

    


           
      10.1    Term.  The initial Term of this Agreement shall
      commence on the Effective Date and shall be in effect through [*] (the
“Term”).

    


    3. Service
      Schedule 1, Section 7 “Fees” shall be amended as follows:

    


    a.  The
      section "Targets and [*]" shall be replaced in its entirety with the
      following:

    


    i. "Effective
      [*]
      and
      through the term of the Agreement as defined in section 10.1 of the Agreement,
      Company will pay [*].

    


    ii. Company
      will pay [*]
      for
      each
[*].

    


    iii. Company
      will pay [*] for each [*].

    


    iv. Company
      will pay [*]for each [*].

    


    v. An
      [*]
      for the
      mail client is defined as [*].

    


    vi. An
      [*]
      for
      the
      messaging client is defined as [*].

    


    4.    Amendments
      to Exhibit A.

    


    [*]
      will
      actively update the carrier table in Exhibit A at its discretion. 


    


    5.   
       [*]
      3.0
      and Search.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.1 Company
      will make all commercially reasonable efforts to adopt [*] 3.0 upon the
      commercial release of the protocol and to launch a [*] 3.0 compliant gateway
      [*]
      from
      commercial availability of [*] 3.0.

    


    5.2 Company
      will make commercially reasonable efforts to launch a compliant client within
      [*]
      from the
      commercial availability of [*] 3.0. 

     

    5.3 Company
      will make commercially reasonable efforts to develop and launch the following
      features on [*] 3.0 based gateway and/or client [*]
      from
      commercial availability of [*] 3.0:

     

    
      	
            	-	
              [*]
                -
                voice clips, in-line display pictures, nudges support, picture IM
                (disabled when no camera present)

            


      	 	 	 


    

    
      	
            	-	
              Mail
                - push mail

            


      	 	 	 


    

    
      	
            	-	
              Profile
                - change display picture, status message, display
                name

            


    

    


    5.4 Company
      and [*]
      will
      discuss the availability, timeframes and architecture of the following
      features:

    


    
      	 	
              -

            	
              Contacts
                - with phone numbers, email, IM, Spaces, presence, gleams, display
                picture
                and personal status message being supported. All items shall be
                actionable.

            


      	 	 	 


    

    
      	 	
              -

            	
              [*]
                - quick link to contacts, gleams, quick link to
                spaces

            


      	 	 	 


    

    
      	 	
              -

            	
              Mail
                -add e-mail address to contact

            


      	 	 	 


    

    
      	 	
              -

            	
              Spaces
                - post a photo, deep link to spaces browse
                services

            


    

    


    5.5 Search

    Subject
      to specific Company customer's objection, Company will include a link for
[*]
      as part
      of the embedded default bookmark on all OGO 2.0 devices in the following markets
      in which [*]
      is
      available.

     

    
      	o  	
              [*]

            


    

    
      	o  	
              [*]

            


    

    
      	o  	
              [*]

            


    

    
      	o  	
              [*]

            


    

    
      	o  	
              [*]

            


    

    
      	o  	
              [*]

            


    

    
      	o  	
              [*]

            


    

    
      	o  	
              [*]

            


    

    
      	o  	
              [*]

            


    

    
      	o  	
              [*]

            


    

    
      	o  	
              [*]

            


    

    
      	o  	
              [*]

            


    

    
      	o  	
              [*]

            


    

    
      	o  	
              [*]

            


    

    
      	o  	
              [*]

            


    

    
      	o  	
              [*]

            


    

    


    6. 
      Except as specifically changed in
      this
      First Amendment, all terms and conditions set forth in the Agreement shall
      remain in full force and effect. 
      This First Amendment sets forth the entire understanding of the Parties as
      to
      the subject matter of this First Amendment and supersedes all prior agreements,
      discussions, and correspondence pertaining to the subject matter of this First
      Amendment.  In the event of an express conflict between the terms and
      conditions of this First Amendment and the terms and conditions of the
      Agreement, the terms and conditions
      of this
      First Amendment will
      control.  

    


    7. This
      First Amendment may be executed in any number of counterparts,
      each of
      which shall be deemed an original and all of which together will constitute
      one
      and the same document.  

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        	
                IXI
                  Mobile (R&D) Ltd.

                 

                 

              	 	
                [*]

              	 
	By
                (sign):	/s/ 	 	By
                (sign):[*]	 
	Name
                (print):	
              	 	Name
                (print):[*]	
              
	Title:	 	 	
                Title:[*]

              	 
	
                Date:
                  [*]

              	 	 	
                Effective
                  Date:[*]