First Amendment to the System Supply Integration and Managed Services Agreement PT.XL AXIATA, Tbk And PT. MOTRICITY INDONESIA No : A1-0169-10-C05-120704

This First Amendment (“Amendment”) is entered into as of 30 June 2011 (“Amendment Effective Date”) by and between PT Motricity Indonesia (“Supplier”) and PT XL Axiata Tbk (“XL”).

A.    Supplier and XL entered into that certain System Supply, Integration and Managed Services Agreement No. 0074-10-C05-120632 dated 31 August 2010 (“Agreement”); and

B.    The parties now desire to amend the Agreement to clarify XL's purchase right for hardware as set forth in this Amendment.

The parties therefore agree as follows:

1.    Definitions. Capitalized terms used but not defined in this Amendment shall have the same meaning ascribed to them in the Agreement.

2.    In Schedule 8 (Pricing), Section C (Conditions of Payment) the phrase

“and sell it back to XL ad the end of the contract term for a nominal fee in accordance with the Hardware and/or Software depreciative value”

is deleted and replaced with:

“and sell such Motricity owned hardware and software back to XL at the end of the contract term, or on early termination, for $1.00.”

3.    General. Except as expressly set forth in this Amendment, all of the terms and conditions of the Agreement remain in full force and effect. If there are any inconsistencies between the provisions of this Amendment and the provisions of the Agreement, then the provisions of this Amendment will control.

4.    Entire Agreement. The Agreement, including SOWs, Exhibits or Attachments to the Agreement, and this Amendment constitute the entire agreement between the parties and supersedes all previous agreements, oral or written, between the parties concerning the subject matter of the Agreement and this Amendment. No modification or amendment of the terms of the Agreement or this Amendment is effective except by a writing executed by both parties.

Both Parties represent that they have read this Amendment in its entirety, understand it and agree to be bound by all the terms and conditions stated in it.