Confidential
treatment has been requested for specific terms in this exhibit and those terms
have been redacted at the appropriate places.  The redacted portions
have been filed separately with the Securities and Exchange
Commission.

    


    AMENDMENT
AGREEMENT AND BOND

    


    This
Amendment Agreement and Bond (the "Agreement") is made and
entered as of the 12 day of August,  2009, by and between Vuance Ltd.
(formerly, Supercom Ltd.) (the "Company")  and
[REDACTED] (the “Holder”).

    


    WHEREAS, the Holder and the
Company are parties to a Subscription Agreement, dated November 16, 2006 (the
"Subscription
Agreement"); and

    


    WHEREAS, the Holder is the holder of
(i) a $2,500,000 convertible bond issued by the Company on November 16, 2006 (as
amended by Amendment Agreements, dated November 28, 2007 (''Amendment Agreement 1'') and
30th
of June 2008 (''Amendment
Agreement 2''), copies of which are attached hereto as Exhibit
A (the “Bond”),
and (ii) a warrant to purchase Ordinary Shares of the Company, dated November
16, 2006 (the "Warrant"); and

    


    WHEREAS, the Company pledged
some of its rights and/or assets in favor of the Holder, as described in
Amendment Agreement 2; and

    


    WHEREAS, the Company has
failed to pay to the Holder  Interest payment in an aggregate amount
of $125,000 , as well as a part of the amounts as described in Section 4 to
Amendment Agreement 1 (''Additional Amounts'');
and

    


    WHEREAS in addition to its
right to be paid the Additional Amounts, the Holder is entitled, without
derogation from any of its other rights, to accelerate  repayment of
the Principal Amount of the Bond and all accrued Interest; and

    


    WHEREAS, the Company and the
Holder have held discussions, pursuant to which the Holder shall not exercise
its said right to accelerate due to the abovementioned failure subject to the
terms set forth in this Agreement, and

    


    WHEREAS, the Company and the
Holder have agreed to amend certain provisions of the Subscription Agreement and
the Bond in the manner hereinafter set forth;

    


    NOW THEREFORE, the parties
hereby agree as follows:

     

    
      	
               
      

            	
              1.

            	
              The
      preamble to this Agreement is an integral part hereof and constitutes an
      inseparable part of the body of the
Agreement.

            


    

     

    
      	
               
      

            	
              2.

            	
              (a)
      Capitalized terms used but not defined herein, directly or by reference,
      shall have the meaning ascribed thereto in the Bond. The term "Amounts
      Due" as specified in the Bond and/or Amended Agreement 1 and/or Amended
      Agreement 2 shall have the meaning as described in this
      Agreement.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)
      Whenever the following terms shall appear in this Agreement in their
      capitalized form, the definitions set forth in this Agreement shall
      apply.

            


    

    


    “Material Shareholder” – any
person holding more than five percent (5%) of the issued and outstanding shares
of the Company.

    


    "New Pledges’’ - the Shares
Charge, the Supercom Slovakia Charge and the Patent Charge as defined in this
Agreement.

    


    “Patent” – patent application
number 11/397,580 that has been
filed in the United States, as well as international patent application
(pursuant the PCT convention) number US
2007/0240198 that
has been filed in the United States.

    Title of
invention: SMART SITE MANAGEMENT SYSTEM.

    


    "Slovakian Project Arbitral Award''
-  the award from the International Arbitral Centre of the
Austrian Federal Economic Chamber, pursuant to which the Ministry of Interior of
the Slovak Republic was ordered to pay Supercom Slovakia the amount of SKK
80,000,000 (approximately $3,399,000 as of May 3, 2009) plus interest accruing
from March, 1999.

    


    “Subsidiaries” – collectively:
Vuance and SBC Aviation Ltd.

    


    "Supercom Slovakia" – Supercom
Slovakia S.A., a subsidiary of the Company.

    


    "Supervisor" – the supervisor
who shall be appointed under the terms the Letter of Appointment in the form
attached as Exhibit
B to this Agreement.

    


     "Vuance" - Vuance, Inc., a
wholly-owned subsidiary of the Company.

     

    
      
        	
                
                

              	
                3.

              	
                The
      Company undertakes that in conducting their business, it and its
      Subsidiaries shall seriously consider the Supervisor's recommendations.
      Nothing in the above shall derogate from any of the Holder's rights,
      including the acceleration right in case of failure to implement the
      Supervisor's recommendations.

              


      

    

    


    Without
derogating from the above, until the full repayment of the Amounts Due, the
Company undertakes that, unless agreed to, in writing and in advance, by the
Holder, it and its Subsidiaries will refrain from:

     

    
      	
            	
              (a)

            	
              making
      any Dividend distribution;

            


    

     

    
      	
            	
              (b)

            	
              making
      any cash and/or any other benefit payment to any Material Shareholder,
      other than remuneration for work and/or services rendered, provided that
      the monthly remuneration to any such shareholder does not exceed (i) the
      current monthly remuneration, nor (ii)
$12,000;

            


    

     

    
      	
            	
              (c)

            	
              changing
      the arrangement approved by the Company's General Meeting on December 21,
      2008, pursuant to which certain shareholders and directors of the Company
      shall not receive cash remuneration for their services for a period of up
      to 12 months commencing on October 1,
2008;

            


    

     

    
      	
            	
              (d)

            	
              making
      any investment in any other company or other entity and any
      merger;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
            	
              (e)

            	
              taking
      any action which is not within the Company’s and/or its Subsidiaries'
      ordinary course of business;

            


    

     

    
      	
            	
              (f)

            	
              consummating
      any transaction between the Company and/or its Subsidiaries and any
      Material Shareholder, except for transactions which are carried out in the
      ordinary course of business.

            


    

    


    
      	
            	
              (g)

            	
              making
      any transaction to transfer all or substantially all of the Company’s
      and/or its Subsidiaries' assets to any third
  party

            


    

     

    
      
        	
                
                

              	
                4.

              	
                The
      Company and its Subsidiaries shall appoint the Supervisor, within two (2)
      business days from the signing date hereof, in order to inspect and
      observe: (a) the full compliance by the Subsidiaries and the Company with
      their undertakings under the Bond, Amended Agreement 1, Amended Agreement
      2 and this Agreement, and (b) the general operation of the Company and its
      Subsidiaries.

              


      

    

     

    
      	
            	
              
                5.

              

            	
              
                The
      Supervisor shall have the authorities as described in the Letter of
      Appointment and the Company and its Subsidiaries shall not be permitted to
      replace him and/or to halt his activity without the prior written consent
      of the Holder in which case the Company and its Subsidiaries shall not
      withhold their consent to termination. The Company shall bear the entire
      Supervisor’s expenses and fees as shall be agreed between the Company and
      the Supervisor.

              

            


    

     

    
      	
            	
              
                6.

              

            	
              
                For
      the avoidance of doubt, it is specifically clarified that the Holder shall
      not be liable for any of the Supervisor’s
  actions.

              

            


    

     

    
      	
            	
              
                7.

              

            	
              
                As
      security for compliance with the Company's undertakings, including the
      full repayment of all Amounts Due, including all expenses incurred by the
      Holder as a result of any breach of the terms of the Bond, Amended
      Agreement 1, Amended Agreement 2 and this Agreement by the Company and its
      Subsidiaries, and in addition to and/or without derogating from all of the
      Holder's other rights, the Company undertakes to create in favor of the
      Holder:

              

            


    

    


    
      	
               
      

            	
              (a)

            	
              a
      fixed charge to secure an unlimited amount, which shall be senior to any
      indebtedness and/or other pledge and encumbrance, on all of the Company's
      shareholdings in Vuance  (the “Shares Charge’’). Such
      charge shall include specific limitation on any transfer of all or
      substantially all of Vuance’s assets to third
  party.

            


    

    
      	
               
      

            	
              (b)

            	
              a
      fixed charge to secure an unlimited amount, which shall be senior to any
      indebtedness and/or other pledge and encumbrance, on all of the Company's
      shareholdings in Supercom Slovakia and to place a fixed charge and an
      assignment of rights to secure an unlimited amount which shall be senior
      to any indebtedness and/or other pledge and encumbrance, on all incomes
      and/or rights in connection therewith to which the Company and its
      Subsidiaries are and shall be entitled as a result of the Slovakian
      Project Arbitral Award, and on all amounts in
      connection with the project related to the
      arbitration,  including, without limitations, insurances rights,
      claims rights, rights to receive monies etc.  (the ‘’Supercom Slovakia
      Charge”).

            


    

    
      	
               
      

            	
              (c)

            	
              a
      fixed charge to secure an unlimited amount, which shall be senior to any
      indebtedness and/or other pledge and encumbrance, on the Patent (the
      ‘’Patent
      Charge’’).

            


    

     

    
      
        	
              	
                8.

              	
                The
      Company undertakes to register the New Pledges in all the pertinent
      registration bureaus including in Israel and to take all actions and pass
      all resolutions in order to ensure that the New Pledges shall be valid and
      with full force and effect including in Israel in favor of the Holder and
      towards the Company, its Subsidiaries and any third party (the “Required
      Actions”).

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Without
derogating from the above, the Company undertakes to register the Shares Charge
and the Supercom Slovakia Charge in the Registrar of Companies Bureau within
fifteen (15) days from the signing date of this Agreement.

     

    
      
        	
              	
                9.

              	
                The
      Company hereby undertakes to complete such registrations, to bear all
      expenses related to such registrations and to submit to the Holder all the
      required official certifications, including those from the Israeli
      Registrar of Companies Bureau and any other pertinent Israeli bureau,
      specifically indicating the completion of such
    registrations.

              


      

    

     

    
      
        	
              	
                10.

              	
                (a)
      The Holder shall release the New Pledges upon the earlier of: (i) full
      conversion of the Bond; or (ii) full repayment of the Amounts Due
      including all payments in connection with this
  Agreement.

              


      

    

    


    (b)
Notwithstanding the foregoing provision, in the event the Company desires to
sell the shares which are subject to the Shares Charge and/or the Patent and/or
the assets or business of Vuance to a non-affiliated third party, the Holder
consents to such sale and agrees to release such shares and/or the Patent (as
the case may be) from the Shares Charge and/or the Patent Charge, respectively,
provided that (i) such transaction is consummated within sixty (60) days from
the date hereof, and (ii) the Holder is assured that at least sixty percent
(60%) of the net consideration receivable by the Company for the sale of such
shares and/or Patent and/or assets or business, but in any event – not less than
$1,500,000,  shall be paid to the Holder within seven (7) days
following its receipt by the Company or Vuance on account of the Amounts Due;
provided, however, that even if
pursuant to the terms of such transactions part of the consideration is to be
held in escrow, (a) a minimum amount of $1,300,000 shall be payable to the
Holder pursuant to this Section 10(b) within seven (7) days from the date of
consummation of the said transaction, (b) the balance of the amount due to the
Holder out of the consideration, if any, will be payable to the Holder as and
when it is released from escrow, (c) such balance amount will be covered by and
subject to irrevocable written instructions given to the escrow agent by the
Company or Vuance (as the case may be) to transfer such amount from the escrowed
funds directly to the Holder, instead of to the Company or Vuance (as the case
may be), as and when they are released from the escrow.

    


    Without
derogating from the above and from any of the Company's and or Vuance’s
liabilities and obligations and the Holder’s rights, the Company undertakes that
in the event the Company desires to sell the shares which are subject to the
Shares Charge and/or the Patent and/or the assets or business of Vuance to a
non-affiliated third party, then such transfer shall include an
assignment  of rights and obligations signed both by the Company
and/or Vuance and the third party, including such third party's agreement to pay
all amounts payable to the Holder in accordance with Section 10(b) above
directly to the Holder. The content of such assignment of rights and obligations
shall be approved by the Holder prior to its signing.

     

    
      
        	
              	
                11.

              	
                Subject
      to all of the following:

              


      

    

     

    (a) the
complete execution of all the Required Actions;

     

    (b) the
appointment of the Supervisor as provided herein; and

     

    (c)
payment to the Holder of all the payments that should be paid pursuant hereto
until the compliance of the terms described in Sections 11(a) and 11(b)
above;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (1)           
In order to release the Pledge (as such term is defined in Amendment Agreement
2), the Holder shall, within ten (10) days thereafter, sign and submit to the
Company its irrevocable consent, in the form attached hereto as Exhibit
C, the letter to the Registrar of Companies, attached hereto as Exhibit
D, and any other document or instrument which may be required in order to
implement such release.

     

    It is
hereby clarified and emphasized that signing and submitting the documents as
aforesaid shall be the Holder's only and sole obligation with respect to such
release and that the Company shall be responsible to take all actions in order
to release the Pledge.

     

    (2)
Sections 16, 18, 19 and 21 of Amendment Agreement 2 shall thereupon become null
and void.

     

    (3)  Section
9.13 of the Bond (which was added thereto in Amendment Agreement 2) shall
thereupon be amended by deleting therefrom the reference to sections 18, 19, 20
and 21 of Amendment Agreement 2.

     

    
      	
            	
              12.

            	
              Starting
      from the date hereof, the Interest (as defined in Section 2 of the Bond
      and Section 5 of Amended Agreement 2) shall be increased by two percent
      (2%) (to an annual rate of twelve percent (12%)), which additional
      interest will be paid in one lump sum payment together with the last
      installment.

            


    

     

    Notwithstanding
the above in the event the Company doesn't repay all the Amounts Due early, then
the interest shall be raised every 180 days starting from the date hereof by
0.5% and all payments shall be then adjusted accordingly. All amounts resulting
from such raise in the Interest rate shall also be paid with the last
installment.

     

    
      	
            	
              13.

            	
              Anything
      in Sections 1 and 2 of the Bond to the contrary notwithstanding, the
      Company and the Holder agree as
follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Company's current debt to the Holder is $3,643,150 (''Total Debt'' or ''Amounts
      Due”), and it is comprised of the
  following:

            


    

     

    
      	
               
      

            	
              (i)

            	
              $2,500,000
      - Principal Amount

            


    

     

    
      	
               
      

            	
              (ii)

            	
              $
      313,014 - Interest

            


    

     

    
      	
               
      

            	
              (iii)

            	
              $830,136
      - Additional Amounts.

            


    

    


    Exhibit
E attached hereto sets forth the payment schedule of the Total Debt. The
Total Debt and its payment schedule is subject to the specific possible
adjustments pursuant only to the provisions set forth in sections 13(b) 13(c)
and 14 hereof.

    Subject
to the complete fulfillment of all the Company's and its Subsidiaries'
obligations hereunder, and without derogating from its rights in case of breach
thereof, repayment of the Total Debt shall be made exactly in accordance with
the payment schedule as described in Exhibit E


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (b)

            	
              The
      Additional Amount shall be paid by the Company to the Holder no later than
      December 01, 2017 as described in Exhibit E. Notwithstanding the foregoing
      provisions, in the event that the Company (1) complies with its
      obligations hereunder, and (2) shall have paid to the Holder in full the
      Principal Amount and all Interest accrued thereon: (i) on or before
      September 30, 2009 - the Company shall ipso facto be
      irrevocably and unconditionally released from its obligation to pay 75% of
      the Additional Amounts, (ii) after September 30, 2009 but on or before
      November 30, 2009 – the Company shall ipso facto be
      irrevocably and unconditionally released from its obligation to pay 50% of
      the Additional Amounts, (iii) after November 30, 2009 but on or before
      January 31, 2010 – the Company shall ipso facto be
      irrevocably and unconditionally released from its obligation to pay 25% of
      the Additional Amounts.

            


    

    


    The
foregoing release provisions shall also apply, on a pro rata basis, in case the
Company complies with its obligations hereunder and pays the Holder only part of
the Principal Amount, and all Interest accrued thereon, by the respective dates
specified above. For instance, should the Company (i) comply with its
obligations hereunder, and (2) pay to the Holder 80% of the Principal Amount,
and all Interest accrued thereon, after September 30, 2009 but on or before
November 30, 2009 – the Company shall ipso facto be irrevocably and
unconditionally released from its obligation to pay 60% of the Additional
Amounts.

     

    
      	
               
      

            	
              (c)

            	
              In
      addition - if according to the Company’s financial reports, the Company
      will have positive cash flow from operation activities in a certain
      calendar quarter, then  an amount equal to 30% of the difference
      between (a) the net cash provided by operation activities, and (b) the sum
      of: (i) the cash used by the Company in such quarter for investment
      activities and  principal payment of loans, and (ii) the amounts
      received (by the Company, its Subsidiaries or the Holder) in such quarter
      pursuant to Sections 10 or 14 hereof, will also be paid to the
      Holder.

            


    

     

    
      	
            	
              14.

            	
              In
      the event the Company and/or any of its Subsidiaries receive any payment
      arising, directly and/or indirectly, from the Slovakian Project Arbitral
      Award or in connection with the project related to such arbitration, then,
      notwithstanding the payment schedule contained in Exhibit E and the
      provisions of Section 13(b), sixty percent (60%) of any of such payment
      shall be paid to the Holder within seven (7) days following its receipt on
      account of the Amounts Due (the “Accelerated Payment’’).
      In addition, in the event the Supervisor ceases to provide services to the
      Company, then all the monthly payments to the Holder as set forth in
      Exhibit E shall increase by $3,000 per
month.

            


    

     

    
      	
            	
              15.

            	
              Section
      9 of the Bond is hereby amended to read as
  follows:

            


    

    


    "Acceleration.
Notwithstanding the above, and the provisions of the Bond, Amendment Agreement 1
and Amendment Agreement 2 to the extent permitted by applicable law, the Total
Debt including the outstanding Principal Amount, all Interest including the 0.5%
half yearly increase and the Additional Amounts, will immediately become due and
payable in cash, (i) at the Holder’s sole discretion as shall be indicated in a
written notice provided by it to the Company, upon the occurrence of any of the
events mentioned in subsections 9.3, 9.4, 9.5 9.6 9.7, 9.8, 9.9, 9.10, 9.12,
9.13 (added in Amended Agreement 2) or 9.15 herein prior to the conversion or
repayment of the Total Debt including the Principal Amount, the Interest and the
Additional Amounts and (ii) automatically upon the occurrence of any of the
events mentioned in subsections 9.1 or 9.2 herein prior to the conversion or
full repayment of the Total Debt  including the Principal Amount, the
Interest and the Additional Amounts, without presentment, protest or notice of
any kind, all of which are hereby expressly waived by the Company. The Company
shall provide immediate notice to the Holder upon occurrence of any of the
events mentioned in subsections 9.1 through 9.15 herein.

    Capitalized
terms in Section 9 which are not defined in this Bond shall have the meaning
ascribed to them in the Amendment Agreement and Bond, dated as of March 25,
2009, between the parties hereto ("Amendment Agreement
3").


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
            	
              16.

            	
              Section
      9.11 of the Bond is hereby deleted.

            


    

     

    
      	
            	
              17.

            	
              Section
      9.15 shall be added to the Bond as
follows:

            


    

     

    "Any
breach of the Company's obligations and/or representations contained in
Amendment Agreement 3, which include, without limitations, any of the
followings:

     

    
      	
               
      

            	
              (a)

            	
              Failure
      by the Company and/or its Subsidiaries to pay the Amounts Due or any part
      of  them in accordance with the terms (including dates) set
      forth in Amendment Agreement 3 and/or Exhibit E thereto or failure to pay
      any Accelerated Payment.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Failure
      by the Company and/or its Subsidiaries to fully comply with the
      Supervisor's recommendations or any breach of the Supervisor's authorities
      as described in Exhibit B of Amendment Agreement 3, or any failure to pay
      the Supervisor his fees or expenses or any halt of the Supervisor's
      activity by the Company; for the purpose of this section and without
      derogating from any of the Holder’s rights, in establishing and/or
      determining such failure and/or breach, a notice from the Supervisor
      indicating such failure or breach shall be considered a prima facie
      proof.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Failure
      to register the New Pledges as described in Section 7 of Amendment
      Agreement 3."

            


    

     

    
      	
            	
              18.

            	
              Section
      9.14 to the Bond (added in the Amended Agreement 2) shall be amended to
      read as follows:

            


    

     

    "Without
derogating from all its rights, in the event that the Company shall not pay all
or any part of the Amounts Due in accordance with its obligations and/or within
7 days after receipt of acceleration notice as described in the Bond (Section
9), the Holder shall also be entitled to appoint a receiver and/or receivers in
order to exercise the New Pledges and/or any one of them (as such term is
defined in Amendment Agreement 3) at its sole discretion.

     

    In
addition and without derogating from any of the Holder’s other rights, any
payments out of the Amounts Due and/or the Accelerated Payment which shall not
be paid under the terms of Section 13 of Amendment Agreement 3 and Exhibit E of
Amendment Agreement 3 shall bear monthly Interest of 3%."

     

    
      	
            	
              19.

            	
              The
      Number of the Warrant Shares as defined in Section 1(a) of the Warrant is
      amended to be 159,375 and the Exercise Price as defined in Section 1(b) of
      the Warrant is amended to be $.0.40

            


    

     

    
      	
            	
              20.

            	
              The
      Holder acknowledges that the Company has been
      informed by NASDAQ that it had not complied with the minimum requirements
      for continued listing on NASDAQ and that the Company had appealed such
      determination and awaits a decision. The Holder agrees that such delisting
      shall not be deemed as a breach of Sections 5 and 9.7 of the Bond. For the
      avoidance of doubt, all the Holder's registration rights under the
      Subscription Agreement and its annexes, including the Registration Rights
      Agreement, shall remain in full force and
  effect.

            


    

     

    
      	
            	
              21.

            	
              The
      Company and its Subsidiaries represent and warrant to the Holder that as
      of the date hereof:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
              	
                (a)

              	
                No
      shareholder, nor any third party, owns or has any options, warrants or
      other rights to subscribe for, purchase or acquire any securities of the
      Company issuable to the Holder pursuant to Warrant or the Bond, or
      any  of shares that are subject to the Shares Charge, and there
      are no outstanding options, warrants, conversion rights, rights of first
      refusal, co-sale rights, preemptive rights or other rights or agreements
      for the purchase or acquisition from the Company of any of the securities
      of the Company issuable to the Holder pursuant to Warrant or the Bond or
      rights thereto, or of any of the shares that are subject to the Shares
      Charge. All rights, preferences and privileges of the Company's
      shares ("Vuance's
      Shares'') are as set forth in the Company's Articles attached
      hereto as Exhibit
      F.

              


      

    

    


    
      	
               
      

            	
              (b)

            	
              All
      outstanding Vuance's Shares and Supercom Slovakia’s shares held by the
      Company have been duly authorized and validly issued, are fully paid and
      non-assessable, free and clear of liens, claims, charges, encumbrances,
      rights, option to purchase, proxies, calls or commitments of every kind,
      and were issued in compliance with all applicable securities
      laws.

            


    

    


    
      	
               
      

            	
              (c)

            	
              There
      are no restrictions to pledge the Company's rights and/or assets under the
      terms of this Agreement. The execution, delivery and performance by the
      Company of this Agreement and the New Pledges will not result in any
      violation of any law and/or
obligation.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      Company owns and has independently developed the Patent (the “IP Rights”), which is
      necessary to enable the Company to carry on its business as currently
      conducted and as proposed to be conducted without, to the Company's best
      knowledge, any conflict with or infringement of the rights of
      others.

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      Company has not granted, nor are there outstanding, any options, licenses
      or agreements of any kind relating to the IP Right, nor is the Company
      bound by or a party to any option, license or agreement of any kind with
      respect to the IP Rights.

            


    

    


    
      	
               
      

            	
              (f)

            	
              The
      Company is not obligated to pay any royalties or other payments to any
      third party with respect to the marketing, sale, distribution,
      manufacture, license or use of the IP
Rights.

            


    

    


    
      	
               
      

            	
              (g)

            	
              The
      Company, to its best knowledge, has not violated or infringed, and is not
      currently violating or infringing, and by conducting its business after
      the date hereof would not, to the Company's best knowledge, violate or
      infringe, and the Company has not received any communications alleging
      that the Company (or any of its employees, directors or consultants) has
      violated or infringed, any IP right of any other person or entity, and no
      threat of a claim or suit alleging such violation or infringement has been
      brought to the Company’s attention.

            


    

     

    
      	
            	
              22.

            	
              The
      Company has taken security measures to protect the secrecy and
      confidentiality of the IP Rights, which measures are of the highest
      standards customary in the industry in which the Company
      operates.

            


    

     

    
      	
            	
              23.

            	
              In
      addition to any of the Holder's rights, including information rights, the
      Holder shall receive from the
Company:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a) not
later than the 15th day of
each month, a monthly report signed by the Company’s CFO and the Supervisor, of
all of the Company’s and  Vuance's  revenues collected
during the previous month; and

    


    (b) all
reports and/or documents issued by the Supervisor to the Company and/or any of
its Subsidiary in the reported month.

     

    
      	
            	
              24.

            	
              Except
      as herein expressly agreed, the Subscription Agreement, the Bond, the
      Warrant, Amended Agreement 1 and/or Amended Agreement 2 are hereby
      confirmed and ratified and shall remain in full force and effect according
      to their respective terms.

            


    

     

    
      	
              
              

            	
              25.

            	
              The
      Company shall bear legal fees to be incurred by the Holder in connection
      with the signing of this Agreement, in the amount of $7,500 plus VAT which
      shall be paid directly to the Holder's legal counsel within thirty (30)
      days from the signing hereof against a proper tax
  invoice.

            


    

     

    
      	
            	
              26.

            	
              The
      Holder acknowledges that the Company intends to enter with the Other
      Holders (as defined in Amendment Agreement 2) into an agreement similar in
      terms and substance to this Amendment Agreement 3 (the "Agreement with the Other
      Holders"), and agrees that all rights and privileges which are
      conferred by this Amendment Agreement 3 on the Holder (including, without
      limitation, pursuant to Sections 7-10, 13(d), 14 and 22) and are
      inconsistent with the rights and privileges to be conferred on the Other
      Holders pursuant to the Agreement with the Other Holders  (e.g.,
      acceleration from monies received in connection with the Slovakian Project
      Arbitral Award pursuant to Section 14) shall be qualified by such rights
      and privileges of the Other Holders, and vice versa, to such
      extent and in such manner that all such inconsistent rights and privileges
      of the Holder and the Other Holders shall be conclusively deemed to have
      been shared on a pro rata basis between the Holders and the Other
      Holders.

            


    

    


    
      	
            	
              27.

            	
              The
      parties will sign a Hebrew version of this Agreement, which shall be
      translated by the Company within 7 days after the signing of this
      Agreement. If any contradiction arises between the Hebrew and the English
      version, the English version will
prevail.

            


    

    


    IN WITNESS WHEREOF, the
parties have caused this Amendment Agreement and Bond to be duly executed and
delivered as of the day and year first above written.

    


    
      
        	
                VUANCE,
      LTD

              
	 
      
	
                By: 

              	 
      
	
                Its:

              	 
      


      

    

    


    
      
        
          
            
              
                
                  	 	 
	 	 
	
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                          By: 

                        	 
      	 
      
	
                          Its: