0001144204-07-039311 Sample Contracts

Re: Amendment of Additional Conditions for Granting Credits
Esim LTD • July 31st, 2007 • Services-prepackaged software

Pursuant to Section 11.2 of the Additional Conditions for Granting Credits dated November 30, 2000, as amended (the “Additional Conditions”) and the Convertible Debenture Agreement dated November 30, 2000, as amended (the “CD”; the Additional Conditions and the CD, the "Loan Documents"), we hereby confirm our agreement to the amendment of the Loan Documents as follows:

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Re: Amendment of Additional Conditions for Granting Credits
Esim LTD • July 31st, 2007 • Services-prepackaged software

Pursuant to Section 11.2 of the Additional Conditions for Granting Credits dated November 30, 2000, as amended (the “Additional Conditions”) and the Convertible Debenture Agreement dated November 30, 2000, as amended (the “CD”; the Additional Conditions and the CD, the “Loan Documents”), we hereby confirm our agreement to the amendment of the Loan Documents as follows:

Re: Debt Priority Agreement
Priority Agreement • July 31st, 2007 • Esim LTD • Services-prepackaged software

Whereas, e-SIM Ltd. (the “Company”) has entered into an Agreement with Sky MobileMedia, Inc. (“Sky”) pursuant to which the Company shall receive a loan in the aggregate amount of $700,000 (seven hundred thousand US dollars) (the “Loan”) convertible into Ordinary Shares of the Company comprising 16.9% of the share capital of the Company (currently reflecting an estimated price per share of $0.15, the “Conversion Price”). The Loan shall bear compound interest at a rate of 15.0% per annum plus any value added tax, if applicable.

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