Amendment To Technical Services Agreement

AMENDMENT TO TECHNICAL SERVICES AGREEMENT


THIS AMENDMENT to Technical Services Agreement is made as of the ____ day of December, 1998, by and between AMERICAN CARD TECHNOLOGY, INC., a Delaware corporation ("American Card") and SOFTCHIP TECHNOLOGIES (3000) LTD., a corporation organized under the laws of Israel ("SoftChip").


WITNESSETH:


WHEREAS, American Card and SoftChip are parties to a technical services agreement dated as of March 7, 1998 (the "Services Agreement"); and


WHEREAS, American Card and SoftChip desire to designate an escrow agent as set forth in Paragraph 2(a) of the Services Agreement; and


WHEREAS, pursuant to the Services Agreement, the term thereof is to commence on that date which is the closing of a technology purchase agreement between the parties dated as of March 7, 1998 and subsequently amended (as amended, the Purchase Agreement").


NOW THEREFORE, in consideration of the foregoing and the covenants contained herein, the parties hereto agree as follows:


1. American Card and SoftChip each hereby acknowledge and agree that the closing of the Purchase Agreement has been extended, and therefore the commencement of the Services Agreement is likewise extended.


2. American Card and SoftChip each hereby designate and appoint Cohn, Birnbaum & Shea P.C., although acting as counsel for American Card, as escrow agent (the "Escrow Agent"), and Escrow Agent hereby accepts such appointment, to act in accordance with the terms set forth in Paragraph 2(a) of the Services Agreement.


3. The Escro ...