FOX PAINE & COMPANY, LLC 950 Tower Lane Suite 1150 Foster City, California 94404 September 18, 2006

Exhibit 10.3

STRICTLY CONFIDENTIAL

FOX XXXXX & COMPANY, LLC
000 Xxxxx Xxxx
Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxxxx 00000

September 18, 2006

Paradigm Geophysical Ltd.
Gay-Yam Center Xx. 0
0 Xxxxxxx Xxxxxx
Xxxxxxxx Xxxxxxx 00000, Xxxxxx

Re:

Management Agreement

Ladies and Gentlemen:

        We refer to the Amended and Restated Management Agreement, dated as of August 11, 2006 (the "Existing Agreement"), between Paradigm Geophysical Ltd., a company formed under the laws of the State of Israel (the "Company") and Fox Xxxxx & Company, LLC, a Delaware limited liability company ("Fox Xxxxx"). Upon consummation of an Initial Public Offering (as defined in the Existing Agreement), the Company or any of its affiliates shall make a payment to Fox Xxxxx of a sum equal to $6,750,000 plus an amount equal to any expenses of Fox Xxxxx that are then reimburseable pursuant to the Existing Agreement, which payment shall completely satisfy the Company's obligations to Fox Xxxxx under the Existing Agreement and thereafter the Existing Agreement shall be terminated and shall be of no further force or effect. Except as modified hereby, the terms of the Existing Agreement shall remain unchanged and shall continue in effect unless and until modified in writing by the parties.Please confirm that the foregoing is in accordance with your understanding and agreement with Fox Xxxxx by signing a copy of this letter agreement in the space provided below.

		Very truly yours,
		FOX XXXXX & COMPANY, LLC
		By:	/s/  XXXX XXXXXXX
		Name:	Xxxx Xxxxxxx
		Title:	Managing Director

ACCEPTED AND AGREED AS OF
THE DATE FIRST ABOVE WRITTEN:

PARADIGM GEOPHYSICAL LTD.
By:	/s/  XXXXX XXXXXXXX
	Name:	Xxxxx Xxxxxxxx
	Title:	Director