Amendment No. 1 to the Cooperation Agreement of [*] (Amendment and Corporation Agreement respectively) between IXI Mobile (R&D) Ltd. 17 Hatidhar St. Raanana 43665 Israel (herafter mentioned IXI) and [*] (hereafter mentioned [*])

*	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.

 

between

(herafter mentioned “IXI”)

and

(hereafter mentioned “[*]”)

1.

All capitalized terms in the Amendment shall have the same meaning as in the Corporation Agreement.

 

2.

Section 10.3 of the Cooperation Agreement dated [*] will be deleted and replaced in its entirety as follows:

“[*]:

a)

[*];

b)

[*].

 

3.

Section 1.6.1 will be added to the Cooperation Agreement as follows:

 

“As of [*], the CT-12 device will include an optional feature allowing the GPRS data connection (PDP context activation) to be either “Always On” or “On Demand”. [*] will indicate on any purchase order the required option. IXI shall not be obligated to update this feature on the [*] devices ordered prior to the date hereof.

Except as expressly stated otherwise herein, the Cooperation Agreement dated December 15, 2005 shall remain in full force and effect.

As agreed by: