October
      __, 2007

    


    Southpoint
      Master Fund, LP.  

    623
      Fifth
      Avenue;    

    Suite
      2503; New York,   

    NY
      10022, USA


    


    Ladies
      and Gentelmen,

    


    The
      purpose of this Letter Agreement is to set forth the terms and conditions of
      our
      understanding and agreement relating to the conversion of a certain loan (the
      "Loan")
      provided by you to IXI Mobile (R&D) Ltd. ("Borrower")
      pursuant to a certain Loan Agreement dated June 19, 2006, as amended (the
      "June
      '06 Loan Agreement").
      

    


    Unless
      otherwise defined below, all capitalized terms herein shall have the meanings
      assigned to such terms in the June '06 Loan Agreement.


    


    
      	
            	1.	
              Conversion.

            


    

    


    
      	
            	1.1.	
              Conversion
                Amount. Notwithstanding
                anything to the contrary in the June '06 Loan Agreement, Southpoint
                Master
                Fund L.P. hereby elects to convert the Conversion Amount, specified
                in
                Section 4 below into that number of fully paid and non-assessable
                shares
                of IXI Mobile, Inc.’s ("Company")
                Common Stock, par value $0.0001 per share (“IXI
                Stock”)
                as determined by dividing (A) the Conversion Amount by (B) $3.60,
                and as
                set forth on Schedule
                1
                hereto.

            


    

     

    
      	 	
              1.2.

            	
              Warrant
                Coverage.
                In addition to the IXI Stock issued to you under this Letter Agreement,
                the Company will also issue to you a warrant (the "IXI
                Warrant")
                to purchase that number of IXI Stock set forth on Schedule
                1
                hereto (equal to 60% percent of the number of IXI Stock issued to
                you upon
                conversion of the Conversion Amount hereunder). The warrant shall
                be
                substantially in the form attached hereto as Exhibit
                A. By
                your signature below you hereby agree that the IXI Warrant issued
                to you
                pursuant to the terms and conditions hereof, is in
                lieu of, and replaces, substitutes and terminates any rights you
                may
                posses to receive any ITAC Warrants (as defined in the June '06 Loan
                Agreement) pursuant to the provisions the June '06 Loan Agreement
                and any
                such rights are hereby forever terminated and dismissed in their
                entirety.
                You further agree that this Letter Agreement constitutes an amendment
                of
                the June '06 Loan Agreement with respect your right to receive ITAC
                Warrants as described above.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      

       

    

    
      	 	
              1.3.

            	
              you
                hereby agree that the foregoing conversion of the
                Conversion Amount
                and the issuance of the IXI Warrant are in lieu of, and replace,
                substitute and terminate any conversion rights you may have pursuant
                to
                Section 3.2(a) of the June '06 Loan Agreement with respect to the
                Conversion Amount and that this Letter Agreement constitutes an amendment
                of the June '06 Loan Agreement with respect to the Conversion Amount
                hereunder converted. 

            


    

     

    
      	
            	2.	
              You
                hereby represent and warrant as
                follows:

            


    

    


    (a) You
      acknowledge that the IXI Stock and IXI Warrant (collectively, the "Securities")
      you
      receive are not registered under the United States Securities Act of 1933,
      as
      amended (the "1933
      Act"),
      or in
      any state and that you must hold such Securities for an indefinite period unless
      the Securities are subsequently registered or a Federal and state exemption
      from
      such registration is available.

    


    (b) You
      are
      acquiring the Securities for your own account, as a profit-motivated investment,
      and without the participation of any person in any part of such acquisition.
      You
      do not intend to divide your participation with others or to resell or otherwise
      dispose of all or any part of the Securities in violation of the Securities
      laws
      of the United States.

    


    (c) You
      have
      ad full access to any and all information with regard to the transaction
      contemplated hereunder and the Company, including financial statements and
      other
      documents, that you deem relevant to the acquisition, and you have had full
      access to management of the Company to obtain whatever information you deemed
      relevant to your acquisition of the Securities. You acknowledge that you have
      received all information requested from the Company and are satisfied with
      all
      such information, and no additional information is needed or required for
      execution of this Letter Agreement. 

    


    (d) You
      understand that the purchase of the Securities involve substantial risk. You
      confirm that you have experience as an investor in securities of companies
      in
      the development stage and acknowledges that you re able to fend for yourself,
      can bear the economic risk of your investment in the Securities and have such
      knowledge and experience in financial or business matters that you are capable
      of evaluating the merits and risks of this investment in the Securities and
      protecting your own interests in connection with this investment.

    


    (e) You
      understand that the Securities are characterized as "restricted securities"
      under the 1933 Act and Rule 144 promulgated thereunder inasmuch as they are
      being acquired from the Company in a transaction not involving a public
      offering, and that under the 1933 Act and applicable regulations thereunder
      such
      securities may be resold without registration under the 1933 Act only in certain
      limited circumstances. In this connection, you represent that you are familiar
      with Rule 144 of the U.S. Securities and Exchange Commission, as presently
      in
      effect, and understand the resale limitations imposed thereby and by the 1933
      Act. You understand that the Company is under no obligation to register any
      of
      the Securities.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
         

        

         

      

    

    (f) You
      are
      an “accredited investor,” as such term is defined in Rule 501 (the provisions of
      which are known to such Lender) promulgated under the 1933 Act.

    


    (g) At
      no
      time were you presented with or solicited by any publicly issued or circulated
      newspaper, mail, radio, television or other form of general advertising or
      solicitation in connection with the offer, sale and purchase of the
      Securities.

    


    3. We
      further note your consent to us providing copies of this Letter Agreement to
      potential PIPE investors as well as to NASDAQ and/or any other US governmental
      authority.

    


    4. By
      your
      signature below, you hereby agree to convert the amount set forth in Schedule
      1
      (the "Conversion
      Amount")
      of the
      Loan provided under the June '06 Loan Agreement into IXI Stock pursuant to
      this
      Letter Agreement. It being understood that the provisions of this Letter
      Agreement shall only apply to the Conversion Amount as specified in this Section
      4. 

    


    5. This
      Letter Agreement may be executed in two (2) or more counterparts, each of which
      shall be deemed an original, but all of which together shall constitute one
      and
      the same instrument. The parties agree that facsimile signatures shall be
      binding.

    


    
      
        6.
          This
          Letter Agreement constitutes an amendment of the June '06 Loan Agreement
          only
          with respect to the Conversion Amount specified in Section 4
          above.

      

    

    


    7. All
      notices required or permitted hereunder shall be in writing and shall be deemed
      effectively given: (a) upon personal delivery to the party to be notified,
      (b) when sent by confirmed facsimile if sent during normal business hours
      of the recipient, if not, then on the next business day of the recipient,
      (c) three (3) days after having been sent by registered or certified mail,
      return receipt requested, postage prepaid, or (d) one (1) day after deposit
      with a nationally recognized overnight courier, specifying next day delivery,
      with written verification of receipt. All communications shall be sent the
      party's address set forth in the header of this Letter Agreement or at such
      other address as any party may designate by ten (10) days advance written notice
      to the other parties hereto. 

    


    8. Any
      term
      of this Letter Agreement may be amended and the observance of any term of this
      Letter Agreement may be waived (either generally or in a particular instance
      and
      either retroactively or prospectively), only with the written consent of all
      the
      parties hereto.

    


    9. This
      Letter Agreement shall be governed by and construed under the laws of the State
      of Delaware, exclusive of the provisions thereof governing conflicts of
      laws.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      

       

      
        	
                 Sincerely,

              	 	 
	 	 	 
	 	IXI
                MOBILE, Inc. 
	 
 	 
 	 
 
	
              	By:  	
              
	 	 	
                
 
	 	Name: 	 
	 	 	
                
 
	 	Title: 	 
	 	 	
                
 


      

    

     

    [IXI
      Signature Page to Conversion Letter Agreement]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      

       

    

    IN
      WITNESS WHEREOF, the parties have executed this Letter Agreement as of the
      date
      first written above.

     

    
      	 	 	 
	 	
              SOUTHPOINT
                MASTER FUND, LP

            
	 	 
	 	
              By: Southpoint
                GP, LP, its general partner

            
	 	 
	 	By: Southpoint
              GP, LLC
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name: John
              S. Clark, II
	 	Title: Manager


    

     

    [Southpoint
      Signature Page to Conversion Letter Agreement]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    

     

    Schedule
      1

    


    Allocation
      of IXI Stock

    


    
      	
              Name
                of Entity

            	 	
              Amount
                of Assumed Debt 

            	
               

            	
              Number
                of shares of IXI Stock

            	
               

            	
              Number
                of Shares into which IXI Warrant is Exercisable

            	 
	
              SOUTHPOINT
                MASTER FUND, LP

            	 	
              $

            	
              15,840,000

            	 	 	
              4,400,000

            	 	 	
              
              

              
              

              2,640,000

            	 
	
              Total

            	 	
              $

            	
              15,840,000

            	 	 	
              4,400,000

            	 	 	
              
              

              
              

              2,640,000

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    

     

    Exhibit
      A


    Form
      of
      Warrant