Exhibit 10.2

Amendment Number One To

Development, Publishing and Distribution Agreement

This AMENDMENT NUMBER ONE TO DEVELOPMENT, PUBLISHING AND DISTRIBUTION AGREEMENT is entered into this     day of July, 2004, by and between IXIA, a California corporation doing business at 26601 West Agoura Road, Calabasas, CA 91302 (“Ixia”), and RADVIEW SOFTWARE, LTD., an Israeli corporation with corporate headquarters located at 7 New England Executive Park, Burlington, Massachusetts 01803 (“RadView”).

Ixia and RadView are parties to a certain Development, Publishing and Distribution Agreement dated February 7, 2003 (the “Agreement”).

Ixia and RadView hereby agree to modify and amend the Agreement as follows:

1.              All capitalized terms used herein shall have the meanings set forth in the Agreement.

2.              Notwithstanding anything to the contrary contained in Section 16.3.2 of the Agreement, in the event that Ixia exercises the Option, then Ixia shall have the right, in its sole discretion, to pay RadView a one-time payment in the amount of Two Hundred Fifty Thousand Dollars ($250,000) in lieu of paying royalties under Section 16.3.2 above (the “In-Lieu Payment”), which payment shall be in addition to the Option Exercise Fee.  In the event Ixia chooses to pay the In-Lieu Payment, Ixia shall pay the In-Lieu Payment to RadView within five (5) days after Ixia receives from RadView all Source Materials in accordance with Section 13.2 of the Agreement.  Upon receipt by RadView of the In-Lieu Payment, Ixia shall have no obligation to pay, and RadView shall have no right to receive, any royalties with respect to the Products, under any circumstances whatsoever.  Ixia acknowledges and agrees that, following its exercise of the Option, Ixia shall be solely responsible for licensing any third party software required by it to incorporate enabling keys in the Products, (including, without limitation paying any applicable license fees for such software); provided, however, that for such period of time during the term of the Agreement when Ixia is reselling the Products using enabling keys provided by RadView then RadView shall be responsible for the royalties attributable to the enabling keys provided by RadView.  The third party software currently used by RadView for creating enabling keys is FlexLM by Macrovision.  In the event that there is any third party software required by Ixia to incorporate enabling keys in the Products, but which is not disclosed in this Amendment Number One, RadView shall be solely responsible for, and shall timely make, any payments with respect to such third party software which arise in connection with the generation of the enabling keys for, and/or incorporating the enabling keys into, the Products, whether such generation and/or incorporation is done by RadView or by Ixia.

3.              Ixia’s rights under Paragraphs 4 and 5 below are independent of whether Ixia chooses to pay the In-Lieu Payment or chooses to pay royalties as set forth in Section 16.3.2 of the Agreement.  Further, Ixia’s rights under Paragraphs 4 and 5 below are independent of each other, and Ixia is free to exercise its rights under one of Paragraphs 4 and 5 below without exercising its rights under the other.

4.              Notwithstanding anything to the contrary contained in Section 16.5 of the Agreement, in the event that Ixia exercises the Option, then Ixia shall have the right, in its sole discretion, to receive the technical assistance provided in Section 16.5 by sending Ixia personnel to RadView, in lieu of having RadView station

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RadView personnel at Ixia.  If Ixia elects the foregoing alternative, Ixia may station up to three (3) Ixia engineers to RadView’s Tel Aviv R&D facility to work on transfer of knowledge for the WebLOAD technology, for a continuous period of up to ninety (90) days from the day the first Ixia engineer arrives (the “Onsite Period”).  The Onsite Period shall commence no later than August 15, 2004.  During the Onsite Period, RadView shall dedicate one (1) technically-knowledgeable project manager who will devote an average of one-half his or her weekly work hours during the Onsite Period.  In addition, RadView will bring in additional engineering resources as reasonably needed by the Ixia personnel.  RadView will keep a log of the hours of project management and engineering consulting services (such services, the “Transition Services”) provided to Ixia by RadView hereunder.  RadView shall provide up to six hundred forty (640) man-hours of Transition Services at no charge to Ixia (the “Transition Services Allowance”).  In the event that Ixia requests, and RadView provides, any Transition Services in excess of the Transition Services Allowance, such excess Transition Ser