October
      25, 2007

    


    Gemini
      Israel Funds

    9
      Hamenofim Street

    Herzliya
      Pituach 46725

    Israel

    


    Landa
      Ventures

    7
      Menachem Begin St.

    Ramat
      Gan
      52521

    Israel


    


    Ladies
      and Gentelmen,

    


    Reference
      is hereby made to that certain Letter Agreement (as amended) entered into
      between us on June 19, 2006 (the "June
      '06 Letter Agreement")
      providing for the extension by you of a guaranty previously provided by you
      to
      Bank Leumi Le’Israel Ltd. (the "Bank")
      to
      secure the obligations of IXI Mobile (R&D) Ltd. ("Subsidiary")
      in
      connection with that certain line of credit (the "LOC")
      and
      loan (the "Loan")
      obtained by the Subsidiary from the Bank in the aggregate principal commitment
      amount of $8,000,000.

    


    The
      purpose of this Letter Agreement is to set forth the terms and conditions of
      our
      understanding and agreement relating to the conversion of certain Assumed Debt
      (as defined below) into fully
      paid and non-assessable shares of IXI Mobile, Inc.’s ("Company")
      Common
      Stock, par value $0.0001 per share (“IXI
      Stock”).
      

    


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


    


    
      	
            	1.	
              Assumption
                of Leumi Debt and
                Conversion.

            


    

    


    
      	 	
              1.1.

            	
              Assumption and Conversion
                of
                Debt. Notwithstanding
                anything to the contrary in the June '06 Letter Agreement, each one
                of
                you, severally and not jointly, hereby elects: (i) to assume that
                portion
                of the debt currently owed by the Subsidiary to the Bank under the
                LOC
                and/or the Loan as set forth opposite each your respective name on
                Schedule
                1
                attached hereto (collectively, the "Assumed
                Debt");
                and (ii) to, concurrently upon said assumption, convert each your
                respective portion of the Assumed Debt into that number of shares
                of
                IXI
                Stock
                as
                determined by dividing (A) each your respective portion of the Assumed
                Debt by (B) $3.60 and as set forth opposite each your respective
                name on
                Schedule
                1
                hereto .

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      

    

     

    
      	 	
              1.2.

            	
              Warrant
                Coverage.
                As an inducement to you to so assume the Assumed Debt and to convert
                it
                into shares of IXI Stock, the Company will issue to each one of you,
                in
                addition to the shares of IXI Stock issued to you under Section 1.1
                above,
                a warrant (the "IXI
                Warrant")
                to purchase that number of shares of IXI Stock set forth opposite
                your
                name on Schedule
                1
                hereto (equaling 60% percent of the number of shares of IXI Stock
                issued
                to you upon conversion of your respective portion of the Assumed
                Debt
                under Section 1.1 above). The IXI Warrant shall be substantially
                in the
                form attached hereto as Exhibit A. By your signature below, each
                one of
                you, severally and not jointly, hereby agrees that the IXI Warrant
                issued
                to each of you pursuant to the terms and conditions hereof, is in
                lieu of,
                and replaces, substitutes and terminates any rights of such party
                to
                receive any ITAC Warrants (as defined in the Loan Agreement) pursuant
                to
                the combined provisions of the June '06 Letter Agreement and the
                Loan
                Agreement and any such rights are hereby forever terminated and dismissed
                in their entirety. Each one of you further agrees (severally and
                not
                jointly) that this Letter Agreement constitutes an amendment of the
                June
                '06 Letter Agreement with respect to each your right to receive ITAC
                Warrants as described above.

            


    

     

    
      	 	
              1.3.

            	
              Termination
                of Subsidiary Repayment Obligations under June '06 Letter
                Agreement.
                Each one of you, severally and not jointly, hereby agrees that upon
                conversion of each your respective portion of the Assumed Debt into
                IXI
                Stock and issuance to such party of the IXI Warrant, the Subsidiary's
                repayment obligations with respect to each your portion of the Assumed
                Debt pursuant to the June '06 Letter Agreement shall terminate and
                be
                deemed fully discharged and
                satisfied.

            


    

     

    
      	 	
              1.4.

            	
              Termination
                of Conversion Rights under June '06 Letter
                Agreement.
                Each one of you, severally and not jointly, hereby agrees that the
                foregoing conversion of each your respective portion of the Assumed
                Debt
                into shares of IXI Stock and the issuance to such party of its respective
                IXI Warrant, are in lieu of, and replace, substitute and terminate
                any
                conversion rights such party may have pursuant to the provisions
                of the
                June '06 Letter Agreement and the Loan Agreement with respect to
                the
                Assumed Debt. Each one of you further agrees (severally and not jointly)
                that this Letter Agreement constitutes an amendment of the June '06
                Letter
                Agreement with respect to the Assumed Debt hereunder
                converted.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

    

     

    
      	 	
              1.5.

            	
              Condition
                Precedent.
                The transactions contemplated by this Section 1 shall be subject
                to and
                conditioned upon your furnishing to us, prior to the consummation
                of the
                transactions hereby contemplated, of a written document in form and
                substance satisfactory to us and signed by the Bank, by which, as
                of the
                date of assumption of the Assumed Debt by you, the Bank relieves,
                discharges and exonerates the Subsidiary from any and all of its
                obligations and liabilities to the Bank in connection with the Assumed
                Debt and pursuant to which, as between the Bank and the Subsidiary,
                the
                Assumed Debt shall be deemed, as of the date of assumption of same
                by you,
                fully repaid by the Subsidiary.

            


    

    


    
      	
            	2.	
              Representations
                and Warranties.

            


    

    


    You
      hereby, severally and not jointly, represent and warrant as
      follows:

    


    (a) Each
      one
      of you has all requisite power and authority to execute, deliver and perform
      this Letter Agreement and to consummate the transactions contemplated hereby.
      The execution, delivery and performance of this Letter Agreement by each of
      you,
      the fulfillment of and the compliance with the respective terms and provisions
      hereof and thereof and the due consummation of the transactions contemplated
      hereby, have been duly and validly authorized by all necessary action on the
      part of each one of you. This Letter Agreement, when executed and delivered
      by
      each one of you, will constitute valid and legally binding obligations of each
      one of you, enforceable in accordance with their terms.

    


    (b) 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.

    


    (c) 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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

    

    


    (d) 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. 

    


    (e) 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.

    


    (f) 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.

    


    (g) You
      are
      either (i) not a “U.S. Person” as such term is defined in Rule 902 (the
      provisions of which are known to such Lender) promulgated under the 1933 Act,
      or
      (ii) 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 

    


    (h) 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 our providing copies of this Letter Agreement
      to
      potential PIPE investors as well as to NASDAQ and/or any other US governmental
      authority.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        

      

       

    

    4. 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.

    


    5. 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. 

    


    6. 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.

    


    7. 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.

     

    
      	
            	 	 
	 	
              GEMINI
                ISRAEL III LIMITED PARTNERSHIP,

              by
                its general partner Gemini Capital Associates III L.P.,

              by
                its general partner Gemini Israel Funds Ltd.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              
 
	 	Name: 	 
	 	 	
              
 
	 	Title:	 
	 	
              

            



      	
            	 	 
	 	
              
                GEMINI
                  ISRAEL III PARALLEL FUND LIMITED PARTNERSHIP,

                by
                  its general partner Gemini Capital Associates III, L.P.

                by
                  its general partner Gemini Israel Funds Ltd.

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              
 
	 	Name: 	 
	 	 	
              
 
	 	Title:	 
	 	
              

            


    

    

      
        	
              	 	 
	 	
                
                  GEMINI
                    ISRAEL III OVERFLOW FUND LIMITED PARTNERSHIP,

                  by
                    its general partner Gemini Capital Associates III L.P.,

                  by
                    its general partner Gemini Israel Funds Ltd.

                

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	 	
                
 
	 	Name:  	 
	 	 	
                
 
	 	Title:	 
	 	
                

              


      

    

     

    
      	
            	 	 
	 	
              
                GEMINI
                  PARTNER INVESTORS LIMITED PARTNERSHIP.

                by
                  its general partner Gemini Israel Funds Ltd.

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              
 
	 	Name:  	 
	 	 	
              
 
	 	Title:	 
	 	
              

            


    

    


    [Gemini
      Signature Page to Conversion Letter Agreement]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        
          

        

      

       

    

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

     

    
      	
            	 	 
	 	
              
                LANDA
                  VENTURES LTD.

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              
 
	 	Name:  	 
	 	 	
              
 
	 	Title:	 
	 	
              

            


    

    


    [Landa
      Signature Page to Conversion Letter Agreement]

     

     

    [G/L
      Signature Page to Conversion Letter Agreement]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        
          

           

          Schedule
            1

        

      

    

    


    Gemini
      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

            	 
	
              Gemini
                Israel III LP

            	 	
              $

            	
              1,786,000

            	 	 	
              496,111
                

            	 	 	
              297,667
                

            	 
	
              Gemini
                Partners Investors LP

            	 	
              $

            	
              21,250

            	 	 	
              5,903
                

            	 	 	
              3,542
                

            	 
	
              Gemini
                Israel III Parallel Fund LP

            	 	
              $

            	
              325,500

            	 	 	
              90,417
                

            	 	 	
              54,250
                

            	 
	
              Gemini
                Israel III Overflow Fund LP

            	 	
              $

            	
              367,250

            	 	 	
              102,014
                

            	 	 	
              61,208
                

            	 
	
              Total

            	 	
              $

            	
              2,500,000

            	 	 	
              694,444

            	 	 	
              416,667

            	 


    

     

    Landa
      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

            	 
	
              Landa
                Ventures

            	 	
              $

            	
              2,368,000

            	 	 	
              657,778

            	 	 	
              394,667

            	 
	
              Total

            	 	
              $

            	
              2,368,000

            	 	 	
              657,778

            	 	 	
              394,667

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        
          

        

      

    

    


    Exhibit
      A 

    Form
      of Warrant