Unassociated Document


     

    
      
        June
          14,
          2006

         

        Israel
          Discount Bank Ltd

         

        Dear
          Sirs, 

         

        Re:
          Amendment
          of Additional Conditions for Granting Credits

         

        Pursuant
          to Section 11.2 of the Additional Conditions for Granting Credits dated
          November
          30, 2000, as amended (the “Additional Conditions”) and the Convertible Debenture
          Agreement dated November 30, 2000, as amended (the “CD”; the Additional
          Conditions and the CD, the "Loan Documents"), we hereby confirm our agreement
          to
          the amendment of the Loan Documents as follows: 

         

        All
          capitalized terms used herein not otherwise defined shall have the meaning
          ascribed to them in the Loan Documents.

         

        
          
            	
                    1.

                  	
                    The
                      Borrower shall sell to Sky Mobilemedia Inc. (“Buyer”), by not later than
                      September 30, 2006 (or such later date requested by Buyer and
                      approved by
                      Borrower and Bank but not later than October 31, 2006, such
                      date, the
                      “Final Sale Date”) all or substantially all of its assets (“Asset Sale”)
                      in consideration for an aggregate amount of not less than $11,000,000
                      (eleven million US dollars). From said amount of $11,000,000
                      (eleven
                      million US dollars) (the “Purchase Consideration”), not more than
                      $6,000,000 (six million US dollars) and not less than $5,000,000
                      (five
                      million US dollars) will be paid in cash and the remaining
                      amount of the
                      Purchase Consideration will be in securities of the Buyer.
                      In the event of
                      the closing of the Asset Sale as per the foregoing, fifty five
                      percent
                      (55%) of the Utilized Credit including Interest shall be repaid,
                      within 7
                      (seven) days of the receipt of the cash component of the purchase
                      price by
                      the Borrower, as described above. From the remaining forty
                      five percent
                      (45%) of the Utilized Credit, the Bank shall purchase 495,833
                      Ordinary
                      Shares of the Borrower, the payment whereof will be effected
                      by a set-off
                      against the Utilized Credit. The remaining amount of the Utilized
                      Credit
                      not deferred or repaid as per the foregoing, the Bank shall
                      waive and
                      forgive, and such amount shall be deemed repaid in full by
                      the
                      Borrower.

                  


          

           

          
            	
                    2.

                  	
                    In
                      order to facilitate the receipt by the Borrower from the Buyer
                      of a bridge
                      loan in an amount of $700,000 (seven hundred thousand US dollars)
                      prior to
                      the Asset Sale, and notwithstanding any indebtedness of the
                      Borrower to
                      the Bank and any obligation to make payments to the Bank, the
                      Bank hereby
                      agrees and permits the Borrower to receive from the Buyer a
                      bridge loan
                      and to use the funds in the ordinary course of business. The
                      Borrower may
                      not use the funds received from the Borrower as a bridge loan,
                      to repay
                      the Bank any amount. The bridge loan is provided as an unsecured
                      loan.

                  


          

           

          
            	
                    3.

                  	
                    All
                      the remaining terms of the Additional Conditions and the CD
                      shall remain
                      operative and in effect without any
                      change.

                  


          

           

          
            	
                    4.

                  	
                    Should
                      Buyer fail to provide and make available to Borrower a bridge
                      loan in an
                      amount not less than $500,000 (five hundred US dollars) by
                      no later than
                      July 15, 2006, then, and in that event, this document shall
                      automatically
                      and immediately thereafter be canceled, revoked and be regarded
                      as of no
                      force and effect. 

                  


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            	
                    5.

                  	
                    In
                      the event that the bridge loan was granted and made available
                      to the
                      Borrower by no later than July 15, 2006, and the assets of
                      the Borrower
                      described in Section 1 above (the “Assets”) were not purchased by Buyer by
                      the Final Sale Date, then this document shall automatically
                      and
                      immediately thereafter be canceled, revoked and be regarded
                      as of no force
                      and effect.

                  


          

           

          
            	
                    6.

                  	
                    The
                      Bank hereby gives its consent to the execution, delivery and
                      performance
                      of the Asset Sale and, contingent on and concurrent with the
                      sale of the
                      Assets to the Buyer and the receipt of the Purchase Consideration
                      by the
                      Borrower, to cancel and remove all liens, pledges, charges
                      and other
                      encumbrances from the Borrower and its assets and the CD shall
                      be
                      terminated and of no further force and effect, except for the
                      right to
                      purchase shares of the Borrower. Any certificates instruments
                      or documents
                      required for the removal of the pledges, charges or encumbrances
                      registered in favor of he Bank shall be held in escrow by the
                      Bank until
                      the payment to the Bank of the 55% of the Utilized Credit (plus
                      Interest)
                      as referenced in Section 1
                      above.

                  


          

        

         

        Please
          confirm your agreement to the above amendments to the Loan
          Documents.

         

                                     Yours
          sincerely, 

         

        
          
            	 	
                     

                  	e-SIM
                    Ltd.
	 	 	 
	 	
                    By:

                  	 
	 	 	 
	 	
                    Title:

                  	 


          

        

         

         

        We
          confirm our agreement to the above amendments to the Loan
          Documents.

        
          
            
              
                 

                
                  
                    	Israel Discount
                            Bank
                            Ltd.	
                             

                          	 


                  

                   

                  
                    	
                            By:

                          	
                             

                          	 
	 	 	 
	
                            Title: