WARRANT

    


    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS
      AMENDED, (THE "SECURITIES ACT") OR QUALIFIED UNDER ANY STATE OR FOREIGN
      SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE
      SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED,
      PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH
      SECURITIES.

    


    to
      purchase

    


    Shares
      of Common Stock

    


    of

    


    IXI
      Mobile, Inc.

    


    at
      an
      exercise price of $4.10 per share

    


    VOID
      AFTER 17:00 p.m. (prevailing Tel Aviv time)

    


    On
      the
      Expiration Date (as hereinafter defined)


     

    
      	
              No.
                W-[   ]

            	
              Date:
                [            ] ,
                2007

            


    

    


    IXI
      Mobile, Inc. a Delaware corporation with its principal offices at 1301
      Shoreway Road, Suite 380 Belmont, CA (the
      "Company"),
      hereby grants
      to                       
[                              
      ]
      (the
      "Holder"),
      the
      right to purchase, subject to the terms and conditions hereof, up to
      [                       (             
      )]
      shares
      of Common Stock, par value $0.0001 per share, of the Company ("Common
      Stock"),
      exercisable at any time from time to time, on or after the date hereof (the
      "Effective
      Date"),
      and
      until the Fifth (5
      th)
      anniversary of the Effective Date (the "Expiration
      Date").

     

    
      	 	
              1.

            	
              DEFINITIONS

            


    

     

    In
      this
      Warrant the terms below shall have the following meaning, unless otherwise
      specifically provided or required by the context:

     

    
      	 	
              1.1.

            	
              "Warrant
                Shares"
                means the Shares of Common Stock purchasable hereunder or any other
                securities which, in accordance with the provisions hereof, may be
                issued
                by the Company in substitution
                therefor.

            


    

     

    
      	 	
              1.2.

            	
              "Exercise
                Price"
                means the price of Four Dollars and Ten Cents ($4.10) payable hereunder
                for each Warrant Share, as adjusted in the manner set forth
                hereinafter.

            


    

     

    
      	 	
              1.3.

            	
              "Warrants"
                means this Warrant and all warrants hereafter issued in exchange
                or
                substitution for this Warrant.

            


    

     

    
      	 	
              2.

            	
              WARRANT
                PERIOD;
                EXERCISE
                OF WARRANT

            


    

     

    
      	 	
              2.1.

            	
              This
                Warrant may be exercised in whole at any time, or in part from time
                to
                time, beginning on the Effective Date until the Expiration Date (the
                "Warrant
                Period"),
                by the surrender of this Warrant (with a duly executed exercise form
                in
                the form attached hereto as Exhibit
                A),
                at the principal office of the Company, set forth above, together
                with
                proper payment of the Exercise Price multiplied by the number of
                Warrant
                Shares for which the Warrant is being exercised. Payment for Warrant
                Shares shall be made by certified or official bank check or checks,
                payable to the order of the Company or by wire transfer to an account
                to
                be designated in writing by the Company. Payments shall be made in
                United
                States dollars.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.2.

            	
              The
                Holder of the Warrant, by its acceptance hereof, covenants and agrees
                that
                this Warrant is being acquired as an investment and not with a view
                to the
                distribution hereof and such Holder further covenants and agrees
                that it
                will not sell, transfer, pledge, assign, or hypothecate the Warrant
                or the
                Warrant Shares unless there is an effective registration statement
                under
                the Securities Act of 1933 covering the Warrant or the Warrant Shares,
                or
                the Holder of the Warrant and/or the Warrant Shares receives an opinion
                of
                counsel satisfactory to the Company stating that such sale, transfer,
                pledge, assignment, or hypothecation is exempt from the registration
                and
                prospectus delivery requirements of the Securities Act of 1933 and
                the
                qualification requirements under applicable law.
                

            


    

     

    
      	 	
              2.3.

            	
              If
                this Warrant should be exercised in part, the Company shall, upon
                surrender of this Warrant for cancellation, execute and deliver a
                new
                Warrant evidencing the rights of the Holder to purchase the remainder
                of
                the Warrant Shares purchasable hereunder. The Company shall pay any
                and
                all expenses, taxes and other charges that may be payable in connection
                with the issuance of the Warrant Shares and the preparation and delivery
                of share certificates pursuant to this Section 2 in the name of the
                Holder
                (including without limitation, if applicable stamp duty), and to
                the
                extent required, the execution and delivery of a new Warrant, provided,
                however, that the Company shall only be required to pay taxes which
                are
                due as a direct result of the issuance of the Warrant Shares or other
                securities, properties or rights underlying such Warrants (such as
                the
                applicable stamp duty), and will not be required to pay any tax which
                may
                be (i) due as a result of the specific identity of the Holder or
                (ii)
                payable in respect of any transfer involved in the issuance and delivery
                of any such certificates in a name other than that of the
                Holder.

            


    

     

    
      	 	
              2.4.

            	
              No
                fractions of Shares of Common Stock shall be issued in connection
                with the
                exercise of this Warrant, and the number of Common Stock issued shall
                be
                rounded up or down to the nearest whole number.


            


    

     

    
      	 	
              2.5.

            	
              Upon
                the issuance of Common Stock resulting from the exercise in whole
                or in
                part of this Warrant, the Company shall deliver to the Holder an
                irrevocable letter of instructions to the Company’s transfer agent to
                issue as soon as is reasonably practicable to the Holder share
                certificates reflecting the Warrant Shares exercised thereby, together
                with any and all other documents required for the issuance of such
                certificates by the transfer agent.

            


    

     

    
      	 	
              3.

            	
              RESERVATION
                OF SHARES

            


    

     

    The
      Company covenants that: (i) at all times during the Warrant Period it shall
      have
      in reserve, and will keep available solely for issuance or delivery upon
      exercise of the Warrant, such number of Shares of Common Stock as shall be
      issuable upon the exercise hereof, and (b) upon exercise of the Warrant and
      payment of the Exercise Price hereunder, the Warrant Shares issuable upon such
      exercise will be validly issued, fully paid, non assessable, free and clear
      from
      any lien, encumbrance, pledge or any other third party right and not subject
      to
      any preemptive rights.


     

    
      	 	
              4.

            	
              ADJUSTMENTS
                TO EXERCISE
                PRICE
                AND NUMBER
                OF SECURITIES

            


    

     

    
      	 	
              4.1.

            	
              Subdivision
                and Combination.
                In case the Company shall at any time subdivide or combine the outstanding
                Shares of Common Stock, the Exercise Price shall forthwith be
                proportionately decreased in the case of subdivision or increased
                in the
                case of combination.

            


    

     

    
      	 	
              4.2.

            	
              Stock
                Dividends and Distributions.
                In case the Company shall pay a dividend on, or make a distribution
                of,
                Shares of Common Stock or of the Company's share capital convertible
                into
                Shares of Common Stock, the Exercise Price shall forthwith be adjusted,
                from and after the date of determination of stockholders entitled
                to
                receive such dividend or distribution, to that price determined by
                multiplying the Exercise Price in effect immediately prior to such
                date of
                determination by a fraction (i) the numerator of which shall be the
                total
                number of shares of Common Stock outstanding immediately prior to
                such
                dividend or distribution, and (ii) the denominator of which shall
                be the
                total number of shares of Common Stock outstanding immediately after
                such
                dividend or distribution. An adjustment pursuant to this Section
                4.3 shall
                be made as of the record date for the subject stock dividend or
                distribution.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.3.

            	
              Adjustment
                in Number of Securities.
                Upon each adjustment of the Exercise Price pursuant to the provisions
                of
                Sections 4.1 and 4.2, the number of Common Stock issuable upon the
                exercise of each Warrant shall be adjusted to the nearest full amount
                by
                multiplying a number equal to the Exercise Price in effect immediately
                prior to such adjustment by the number of Shares of Common Stock
                issuable
                upon exercise of the Warrants immediately prior to such adjustment
                and
                dividing the product so obtained by the adjusted Exercise
                Price.

            


    

     

    
      	 	
              4.4.

            	
              No
                Adjustment of Exercise Price in Certain Cases.
                No adjustment of the Exercise Price shall be made if the amount of
                said
                adjustment shall be less than 2 cents ($0.02) per each Share of Common
                Stock, provided, however, that in such case any adjustment that would
                otherwise be required then to be made shall be carried forward and
                shall
                be made at the time of and together with the next subsequent adjustment
                which, together with any adjustment so carried forward, shall amount
                to at
                least 2 cents ($0.02) per each Share of Common
                Stock.

            


    

     

    
      	 	
              4.5.

            	
              Merger
                or Consolidation.
                In case of any consolidation of the Company with or merger of the
                Company
                with, or merger of the Company into (other than a merger which does
                not
                result in any reclassification or change of the outstanding Shares
                of
                Common Stock), the Company shall cause the corporation formed by
                such
                consolidation or merger or surviving such merger to execute and deliver
                to
                the Holder a new warrant agreement in exchange for this Warrant,
                providing
                that the Holder of the Warrant then outstanding or to be outstanding
                shall
                have the right thereafter (until the expiration of such Warrant)
                to
                receive, upon exercise of such Warrant, the kind and amount of shares
                of
                stock and other securities and property receivable upon such consolidation
                or merger, by a holder of the number of Shares of Common Stock of
                the
                Company for which such Warrant might have been exercised immediately
                prior
                to such consolidation or merger. Such supplemental warrant agreement
                shall
                provide for adjustments, which shall be identical to the adjustments
                provided in this Section 4. The provisions of this Section 4.5 shall
                similarly apply to successive consolidations or
                mergers.

            


    

     

    
      	 	
              5.

            	
              NOTICES
                TO WARRANT
                HOLDERS

            


    

     

    Nothing
      contained in this Warrant shall be construed as conferring upon the Holder
      the
      right to vote or to consent or to receive notice as a stockholder in respect
      of
      any meetings of stockholders for the election of directors or any other matter,
      or as having any rights whatsoever as a stockholder of the Company. If, however,
      at any time prior to the Expiration Date, any of the following events shall
      occur:

     

    
      	 	
              5.1.

            	
              the
                Company shall take a record of the holders of its Shares of Common
                Stock
                for the purpose of entitling them to receive a dividend or distribution
                payable otherwise than in cash, or a cash dividend or distribution
                payable
                otherwise than out of current or retained earnings, as indicated
                by the
                accounting treatment of such dividend or distribution on the books
                of the
                Company;

            


    

     

    
      	 	
              5.2.

            	
              the
                Company shall offer to all the holders of its Shares of Common Stock
                any
                additional shares of the share capital of the Company or securities
                convertible into or exchangeable for shares of the share capital
                of the
                Company, or any option, right or warrant to subscribe therefor;
                or

            


    

     

    
      	 	
              5.3.

            	
              a
                dissolution, liquidation or winding up of the Company (other than
                in
                connection with a consolidation or merger) or a sale of all or
                substantially all of its property, assets and business as an entirety
                shall be proposed;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    then,
      in
      any one or more of said events, the Company shall give to the Holder written
      notice of such event at least fifteen (15) days prior to the date fixed as
      a
      record date or the date of closing the transfer books for the determination
      of
      the stockholders entitled to such dividend, distribution, convertible or
      exchangeable securities or subscription rights, or entitled to vote on such
      proposed dissolution, liquidation, winding up or sale.


     

    
      	
            	6.	
              TRANSFERABILITY

            


    

     

    
      	 	
              6.1.

            	
              The
                Holder may, sell, transfer, assign, encumber, pledge or otherwise
                dispose
                or undertake to dispose of the
                Warrant.

            


    

     

    
      	 	
              6.2.

            	
              Unless
                registered, the Warrant Shares issued upon exercise of the Warrants
                shall
                be subject to a stop transfer order and the certificate or certificates
                evidencing such Warrant Shares shall bear legend substantially similar
                to
                the following:

            


    

    


    "THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED
      STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE SHARES HAVE BEEN
      ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE
      ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE
      SECURITIES ACT, OR AN OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES
      SATISFACTORY TO IXI MOBILE INC., THAT REGISTRATION IS NOT REQUIRED UNDER THE
      SECURITIES ACT."

     

    
      	 	
              7.

            	
              LOSS,
                ETC. OF
                WARRANT

            


    

     

    Upon
      receipt of evidence satisfactory to the Company of the loss, theft, destruction
      or mutilation of this Warrant, and of indemnity reasonably satisfactory to
      the
      Company, if lost, stolen or destroyed, and upon surrender and cancellation
      of
      this Warrant, if mutilated, and upon reimbursement of the Company's reasonable
      direct expenses, the Company shall execute and deliver to the Holder a new
      Warrant of like date, tenor and denomination.


     

    
      	 	
              8.

            	
              HEADINGS

            


    

     

    The
      headings of this Warrant have been inserted as a matter of convenience and
      shall
      not affect the construction hereof.


     

    
      	 	
              9.

            	
              NOTICES

            


    

     

    Unless
      otherwise provided, any notice required or permitted under this Warrant shall
      be
      given in writing and shall be deemed effectively given upon personal delivery
      to
      the party to be notified or seven (7) days after deposit with the Post
      Authority, for dispatch by registered or certified mail, postage prepaid and
      addressed to the Holder at the address set forth in the Company's books and
      to
      the Company at the address of its principal offices set forth above, or when
      given by telecopier or other form of rapid written communication, provided
      that
      confirming copies are sent by such airmail.


     

    
      	 	
              10.

            	
              GOVERNING
                LAW

            


    

     

    This
      Warrant shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York (regardless of the laws that might otherwise
      govern under applicable New York principles of conflicts of law). Any dispute
      arising out of or in connection with this Warrant is hereby submitted to the
      sole and exclusive jurisdiction of the competent courts located in New York,
      New
      York.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              11.

            	
              ENTIRE
                AGREEMENT;
                AMENDMENT
                AND WAIVER

            


    

     

    This
      Warrant and the Exhibit hereto constitute the full and entire understanding
      and
      agreement between the parties with regard to the subject matters hereof and
      thereof. Any term of this Warrant may be amended and the observance of any
      term
      hereof may be waived (either prospectively or retroactively and either generally
      or in a particular instance) only with the written consent of both the Holder
      and the Company.

    


    IN
      WITNESS
      WHEREOF,
      the
      Company has caused this Warrant to be executed as of the date first written
      above.

    


    IXI
      MOBILE, INC.

    


    By: 

    
      

    

    Name: Amit
      Haller

    Title: President
      and Chief Executive Officer

    


    By:

    
      

    

    Name: [                                          
       ]

    Title: Chief
      Financial Officer

    


    


    Agreed
      and Accepted:

    


    [                                          
      ]

    


    By:

    
      

    

    Name:

    
      

    

    Title:

    
      

    

     

     

    
      By:

      
        

      

      Name:

      
        

      

      Title:

      
        

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

    

    
      EXHIBIT
        A

       

    

    Warrant
      Exercise Form

    


    _________________,
      200_

    


    IXI
      Mobile Inc. 

    1301
      Shoreway Road, Suite 380 

    Belmont,
      CA 

    Dear
      Sirs,

    


    Re: Exercise
      of Warrant


     

    
      	 	
              1.

            	
              The
                undersigned hereby irrevocably elects to exercise the attached Warrant
                No.
                W-[ ] to the extent of ___________________ Common Stock of ixi Mobile,
                Inc., all in accordance with Section 2.1 of the
                Warrant.

            


    

     

    
      	 	
              2.

            	
              Payment
                to the Company of the total Exercise Price for such shares has been
                made
                simultaneously with the delivery of this exercise of the
                Warrant.

            


    

     

    
      	 	
              3.

            	
              The
                undersigned requests that certificates for such Common Stock be registered
                in the name of ____________________ whose address is ____________________
                and that such certificates be delivered to whose address is
                _____________________________.

            


    

     

    [                                          
      ]

     

    
      By:

      
        

      

      Name:

      
        

      

      Title:

      
        

      

       

      
        
          
          

        

        
          6