AMENDMENT TO INVESTORS' RIGHTS AGREEMENT This Amendment to Investors' Rights Agreement is made as of October 2, 2003 by m-Wise, Inc., a Delaware corporation (the "Company"). WHEREAS, the Company and certain other parties have entered into a certain...

                    AMENDMENT TO INVESTORS' RIGHTS AGREEMENT


         This Amendment to Investors' Rights Agreement is made as of October 2,
2003 by m-Wise, Inc., a Delaware corporation (the "Company").

                  WHEREAS, the Company and certain other parties have entered
into a certain Investors' Rights Agreement dated as of January 11, 2001 (the
"Agreement");

                  WHEREAS, the Company desires to amend the Agreement as set
forth herein;

                  WHEREAS, pursuant to Section 3.2 of the Agreement, the
Agreement may be amended only with the consent of the Company, e-street
international AG ("e-street") and D.E.P. Technology Holdings Ltd ("DEP");

                  WHEREAS, e-street and DEP have transferred all of the
securities of the Company held by them to certain other parties, and have waived
all rights they have under any agreement with the Company;

                  WHEREAS, for the sake of good order, the Company has requested
the consent of the recipients of the securities transferred by e-street and DEP,
and the holders of the Series C Preferred Stock of the Company, with respect to
the amendment to the Agreement contemplated herein;

                  WHEREAS, said recipients and holders have agreed to the
amendment to the Agreement contemplated herein;

                  NOW, THEREFORE, in consideration of the mutual covenants set
forth herein, the parties agree as follows:

                  1. AMENDMENT. Section 1.3 of the Agreement (together with any
references thereto within the Agreement) is hereby deleted in its entirety.

                  2. NO OTHER AMENDMENT. Except as expressly stated hereby, all
terms and provisions of the Agreement shall remain in full force and effect and
shall be unaffected hereby in so far as they do not contradict the terms of this
Amendment.




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                        [AMENDMENT TO INVESTORS RIGHTS AGREEMENT - OCTOBER 2003]


                  IN WITNESS WHEREOF, the parties have executed this Amendment
to Investors' Rights Agreement as of the date first above written.



M-WISE, INC.



By:/s/ XXXX XXX-XXXXXX
----------------------
Name: Xxxx Xxx-Xxxxxx

Title:


         PROTON MARKETING ASSOCIATES LLC


         By:  /s/ XXXX XXXXXX
         ---  ---------------
         Name:  Xxxx Xxxxx
         Title:


         XXXXXXXX.XXX LLC


         By:  /s/ XXXX XXX-XXXXXX
         ---  -------------------
         Name:  Xxxx Xxx-Xxxxxx
         Title:






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                        [AMENDMENT TO INVESTORS RIGHTS AGREEMENT - OCTOBER 2003]


                  IN WITNESS WHEREOF, the parties have executed this Amendment
to Investors' Rights Agreement as of the date first above written.



         INTER CONTENT DEVELOPMENT FOR THE INTERNET LTD.

         By:  /s/ XXXXX XXXXXXX
         ---  -----------------
         Name:  Xxxxx Xxxxxxx
         Title:

         XXXXXXXX HOLDINGS LTD.

         By:  /s/ XXXX XXXXX
         ---  --------------
         Name:  Xxxx Xxxxx
         Title:






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