Management
      Services Agreement


     

    This
      Management Services Agreement, dated April 11, 2006, is entered into by and
      between Israel Technology Acquisition Corp., a Delaware corporation (the
“Company”),
      and
      A.A. Pearl Investments Ltd., an Israeli company (the “Management
      Company”).

    


     

    
      	
              Whereas:

            	
              the
                Company has entered into an Agreement and Plan of Merger dated as
                of
                February 28, 2006 with IXI Mobile, Inc. and ITAC Acquisition Subsidiary
                Corp. (the “Merger
                Agreement”),
                pursuant to which ITAC Acquisition Subsidiary Corp. will be merged
                with
                and into IXI Mobile, Inc. and the surviving corporation will thereafter
                be
                a wholly-owned subsidiary of the
                Company;

            


    

     

    
      	
              Whereas:

            	
              Mr.
                Israel Frieder (“Frieder”)
                is the Chairman and Chief Executive Officer of the
                Company;

            


    

     

    
      	
              Whereas:

            	
              the
                parties to the Merger Agreement have agreed that, following consummation
                of the merger contemplated by the Merger Agreement, Frieder will
                serve as
                co-Chairman of the Board of the Company (which will change its name
                to IXI
                Mobile, Inc.);

            


    

     

    
      	
              Whereas:

            	
              the
                Company and the Management Company have agreed to enter into an agreement,
                pursuant to which the Management Company will make available Frieder’s
                services to the Company;

            


    

     

    Therefore,
      it
      is
      hereby stipulated and agreed between the parties as follows:

     

    
      	
              1.

            	
              The
                preface to this Agreement constitutes an integral part of this
                Agreement.

            


    

     

    
      	
              2.

            	
              Unless
                otherwise defined herein, each capitalized term appearing herein
                shall
                have the meaning attributed to it in the Merger
                Agreement.

            


    

     

    
      	
              3.

            	
              Engagement
                and Services.
                Effective
                upon the closing of the merger contemplated by the Merger Agreement
                (the
                “Effective
                Date”),
                the Company hereby engages the Management Company to provide to the
                Company the services of a co-Chairman. Such services shall include
                fulfillment of all of the obligations that are imposed on a co-Chairman
                by
                law or by the Company’s By-Laws as they may be amended from time to time,
                or that the Board of Directors of the Company may determine from
                time to
                time are commensurate with the position of the company’s co-Chairman
                (collectively, the “Services”).

            


    

     

    The
      Management Company shall provide the Services solely through the person of
      Frieder, who shall devote the appropriate time, attention and energy for the
      benefit of the Company as commensurate with the position of co-Chairman, and
      shall use his best efforts to promote and serve the interests of the Company.
      The Services shall not be delegated or assigned to any other individual, it
      being understood that Mr. Gideon Barak will also serve as co-Chairman of the
      Board of the Company, and the performance of the services of Chairman shall
      be
      allocated between Frieder and Gideon Barak.

     

    
      	
              4.

            	
              Consideration.
                As consideration for the Services, the Company shall:

            


    

     

    
      	 	
              4.1.

            	
              pay
                the Management Company the amount of $17,500 per month plus applicable
                value added tax, which amount shall be reviewed on an annual basis
                (as
                such amount may be adjusted from time to time by agreement between
                the
                parties, the “Monthly
                Fee”),
                payable in arrears on the first business day of each month against
                issuance of a valid tax receipt by the Management Company. The Monthly
                Fee
                shall be paid in NIS and linked to the US dollar based on the
                representative rate of exchange of the US dollar known on the last
                day of
                the month to which the Monthly Fee relates.


            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              4.2.

            	
              pay
                the Management Company an additional amount on account of any and
                all
                daily travel expenses to which an employee may be entitled under
                applicable law;

            


    

     

    
      	 	
              4.3.

            	
              reimburse
                the Management Company for necessary and actual business expenses
                incurred
                by the Management Company and Frieder in connection with providing
                the
                Services, in accordance with the Company’s policies, as the same shall
                change from time to time (the “Expenses”);
                and

            


    

     

    
      	 	
              4.4.

            	
              at
                the Management Company’s option, and subject to the Company’s policy
                regarding the use of rented/leased automobiles by employees, the
                Company
                will grant the Management Company, on behalf of Frieder, the right
                to use
                an automobile throughout the Term (as defined below) and shall cover
                the
                expenses associated therewith as specified in the Company’s automobile
                policy; in such case, the Monthly Fee shall be (i) decreased by the
                amount specified in the Company’s automobile policy, and
                (ii) increased by the amount which otherwise would have been paid to
                the Management Company as daily travel expenses under Section 4.2
                (but in
                such case the Management Company shall not be entitled to any daily
                travel
                expenses or to similar costs under any applicable
                law).

            


    

     

    The
      Management Company shall not be entitled to any compensation other than the
      Monthly Fee and the Expenses.

     

    
      	
              5.

            	
              Taxes. The
                Management Company shall be solely responsible for all taxes and
                other
                mandatory payments with respect to the amounts payable by the Company
                to
                the Management Company under this
                Agreement.

            


    

     

    
      	
              6.

            	
              Insurance
                Policy.
                The
                Company hereby undertakes to amend its directors’ and officers’ liability
                insurance policy so that such policy will name each of the Management
                Company and Frieder as an “Assured Person” or an “Assured Entity,” as
                applicable, granting them coverage identical to the coverage granted
                to
                directors, managing director and officers of the Company.
                

            


    

     

    
      	
              7.

            	
              Term.

            


    

     

    
      	 	
              7.1.

            	
              This
                Agreement shall commence on the Effective Date and shall continue
                in full
                force and effect for two years, and shall thereafter renew automatically
                for additional successive terms of one year each unless terminated
                by
                either party upon at least 90 days’ notice (the “Termination
                Notice”)
                prior to a scheduled renewal date (the “Term”).

            


    

     

    
      	 	
              7.2.

            	
              In
                the event that (i) the Company terminates this Agreement for any
                reason,
                other than a Termination for Cause (as defined below), or (ii) the
                Management Company terminates this Agreement for Justifiable Reason
                (as
                defined below), the Management Company and Frieder, as the case may
                be,
                shall be entitled to the following:

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	
              7.2.1.

            	
              the
                Management Company shall be entitled to the Monthly Fee, as adjusted,
                that
                would have been due to it in the twelve-month period following the
                delivery of the Termination Notice (the “Severance
                Period”);

            


    

     

    
      	 	
              7.2.2.

            	
              the
                Management Company or Frieder, as the case may be, shall be entitled
                to
                immediate vesting upon the effective date of termination of all unvested
                options, if any, to purchase common stock of the Company (“Options”);
                and the exercise period of all Options, if any, shall be extended
                to the
                full term of such Options pursuant to the relevant share option plan
                or
                agreement in place with regard to such Options, and in the absence
                of a
                provision in the share option plan or agreement in this regard, the
                full
                term of such Options shall be 10 years (except that upon the occurrence
                of
                a “Change of Control,” as defined in the Company’s stock option plan, such
                Options shall be subject to adjustment, exchange or early exercise
                in the
                same manner as other options subject to the Company’s stock option
                plan);

            


    

     

    
      	 	
              7.2.3.

            	
              the
                Management Company or Frieder, as the case may be, shall be entitled
                to
                formulaic bonuses, if any, that would have been due during the Severance
                Period; in the event that the Severance Period ends prior to the
                completion of any calendar year or prior to the publication of the
                financial statements for a given calendar year, the Management Company
                or
                Frieder, as the case may be, shall be entitled to the proportionate
                share
                of the bonus (based upon a calculation of the applicable bonus for
                the
                entire calendar year in which the Severance Period ends), which shall
                be
                paid within the timeframe provided for
                herein.

            


    

     

    For
      the
      avoidance of doubt, the 90-day notice period set forth in Section 7.1 above
      shall overlap with the Severance Period.

     

    “Termination
      for Cause”
shall
      mean a termination by the Company as a result of (i) a material breach by
      the Management Company of this Agreement which is not cured by the Management
      Company within thirty (30) days after its receipt of notice thereof from the
      Company; (ii) any action by the Management Company or Frieder to
      intentionally harm the Company which is not rectified by the Management Company
      or Frieder, as the case may be, within thirty (30) days after their receipt
      of
      notice thereof from the Company; or (iii) any act of moral turpitude by
      Frieder.

     

    “Justifiable
      Reason”
shall
      mean (i) an action by the Company to substantially change the functions,
      rights or duties of the Management Company or Frieder; (ii) a material
      breach by the Company of any of the provisions of this Agreement, which is
      not
      cured within thirty (30) days of the date the Company was notified, in writing,
      of such breach; (iii) a requirement by Company that Frieder relocate to a
      business location outside of Israel; (iv) any action by the Company to
      intentionally harm the Management Company or Frieder which is not rectified
      by
      the Company within thirty (30) days after its receipt of notice thereof from
      the
      Management Company or Frieder. 

     

    
      	 	
              7.3.

            	
              In
                the event of (i) a Termination for Cause or (ii) a termination
                by the Management Company or Frieder of this Agreement other than
                for
                Justifiable Reason , then Management Company shall only be entitled
                to
                (a) the Monthly Fee as adjusted, and (b) any formulaic bonuses
                and Options (subject to vesting events and conditions precedent set
                forth
                in this Agreement), in each case that would have been due to the
                Management Company or Frieder in the three-month period following
                the
                delivery of the Termination Notice. Any Options vested prior to expiry
                of
                the three month period shall be exercisable no later than 6 months
                following such date or earlier upon so called “Change of Control” events
                as set forth in the Company’s Plan; upon a so called “Change of Control”
                event such Options shall be subject to adjustment/swap/early exercise
                in
                the same manner as other options subject to the
                Plan.

            


    

     

    
      
         

      

      
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              8.

            	
              Confidentiality.
                The
                Management Company hereby acknowledges and agrees that it has read
                and
                understood, and will comply with, the Confidential Information, Invention
                Assignment, Competition and Solicitation Undertaking attached hereto
                as
                Exhibit
                A,
                which constitutes an integral part of this Agreement. The Management
                Company further acknowledges and agrees that it will cause Frieder
                to
                comply with such Confidential Information, Invention Assignment,
                Competition and Solicitation
                Undertaking.

            


    

     

    
      	
              9.

            	
              Relationship
                between the Parties.
                The
                sole relationship between the Company and the Management Company
                shall be
                that of independent contractors. Neither the Management Company nor
                Frieder shall in any way be deemed an agent or employee of the
                Company.
                The Management Company undertakes to indemnify and hold the Company
                harmless from and against any loss, cost, expense, damage or liability
                arising out of or in connection with a claim against the Company
                alleging
                that an employment relationship or agency exists between (i) the
                Company, on the one hand, and (ii) the Management Company or any of
                the Management Company’s officers or employees, on the other
                hand.

            


    

     

    
      	
              10.

            	
              Entire
                Agreement; No Waiver or Assignment. This
                Agreement sets forth the entire agreement between the parties and
                shall
                supersede all previous communications and agreements between the
                parties,
                either oral or written. This Agreement may be modified only by a
                written
                amendment executed by both parties. This Agreement may not be assigned,
                sold, delegated or transferred in any manner by the Management Company
                for
                any reason whatsoever by operation of law or
                otherwise.

            


    

     

    
      	
              11.

            	
              Governing
                Law; Jurisdiction. This
                Agreement shall be governed exclusively by the laws of the State
                of Israel
                regardless of its conflict of law principles. The parties consent
                to the
                exclusive jurisdiction and venue of the courts sitting in Tel-Aviv
                for any
                lawsuit filed arising from or relating to this
                Agreement.

            


    

    



    
      
         

      

      
        4

        
          

        

      

      
         

      

    


     

    IN
      WITNESS WHEREOF, the parties have set their hand as of the date first above
      written.

     

    


    
      	
              Israel
                Technology Acquisition Corp.

               

              By:
                /s/
                Israel Frieder

              Name:
                Israel Frieder

              Title:
                Chairman 

            	
              A.A.
                Pearl Investments Ltd.

               

              By:
                /s/
                Israel Frieder

              Name:
                Israel Frieder

              Title:
                Chairman

            
	
               

               

              We
                agree to the above:

              IXI
                Mobile, Inc.

               

              By:
                /s/
                Gideon Barak

              Name:
                Gideon Barak

              Title:
                Chairman

            	 


    

     


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    Exhibit
      A

    


    to
      Management Services Agreement

    between
      Israel Technology Acquisition Corp.

    and
      A.A.
      Pearl Investments Ltd.

    


    Proprietary
      Information, Invention Assignment,

    Competition
      and Solicitation Undertaking

     

    As
      a
      condition to the execution of the Management Services Agreement between Israel
      Technology Acquisition Corp. and A.A. Pearl Investments Ltd., and in
      consideration for the Monthly Fee paid to the Management Company by the Company,
      the Management Company hereby agrees to the following: 

     

    
      	1.	
              Confidential
                and Proprietary Information 

            


    

     

    The
      Management Company acknowledges and agrees that it or its employees who provide
      services to the Company may have access to confidential and proprietary
      information concerning the business and financial activities of the Company
      and
      information and technology from the Company’s product research and development,
      including without limitation, the Company’s banking, investments, investors,
      properties, employees, marketing plans, customers, suppliers, trade secrets,
      test results, processes, data, know-how, improvements, inventions, techniques
      and products (actual or planned). Such information, whether written, oral or
      in
      any medium or form (including any confidential or proprietary information
      received from third parties under the Company’s obligation to maintain the
      confidentiality of such information), shall be referred to as “Proprietary
      Information.”

     

    Proprietary
      Information shall not include information that the Management Company can show
      by competent documentary evidence (i) was known to the Management Company
      or its employees prior to the Management Company’s or such employees’
association with the Company and can be so proven by documentation;
      (ii) shall have become a part of the public knowledge except as a result of
      the Management Company’s breach of this Agreement; or (iii) reflects
      information and data generally known in the industries or trades in which the
      Company operates.

     

    The
      Management Company agrees and declares that all Proprietary Information,
      patents, trademarks, copyrights and other rights in connection therewith shall
      be the sole property of the Company and its assigns. At all times, both during
      the Term of the Management Services Agreement and after the expiration or
      termination of the Term, the Management Company will keep in confidence and
      trust all Proprietary Information, and will not use or disclose any Proprietary
      Information or anything relating to it, without the written consent of the
      Company except as may be necessary in the ordinary course of performing the
      Management Company’s duties under the Management Services
      Agreement.

     

    Upon
      termination of the Management Services Agreement, the Management Company will
      promptly deliver to the Company all documents and materials of any nature
      pertaining to its work with the Company, and will not retain any documents
      or
      materials or copies thereof containing any Proprietary
      Information.


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	2.	
              Disclosure
                and Assignment of Inventions

            


    

     

    From
      and
      after the date hereof, the Management Company undertakes and covenants that
      it
      will promptly disclose in confidence to the Company any and all inventions,
      improvements, designs, concepts, techniques, methods, systems, processes, know
      how, computer software programs, databases, mask works and trade secrets of
      any
      kind whatsoever, whether or not patentable, copyrightable or protectible as
      trade secrets, that are made or conceived or first reduced to practice or
      created by the Management Company or its employees who provide services to
      the
      Company, either alone or jointly with others, during the Term (whether or not
      in
      the course the services performed under the Management Services Agreement)
      (“Inventions”).

     

    The
      Management Company further agree that all Inventions that (a) are developed
      using equipment, supplies, facilities or trade secrets of the Company,
      (b) result from work performed by me for the Company, or (c) relate to
      the Company’s business or current or anticipated research and development, are
      and will be the sole and exclusive property of the Company (“Company
      Inventions”).

     

    The
      Management Company hereby irrevocably transfers and assigns to the Company
      all
      worldwide patents, patent applications, copyrights, mask works, trade secrets
      and other intellectual property rights in any Company Invention, and any and
      all
      moral rights that the Management Company or its employees who provide services
      to the Company may have in or with respect to any Company Invention.


     

    The
      Management Company agrees to assist the Company, at the Company’s expense, in
      every proper way to obtain for the Company and enforce patents, copyrights,
      mask
      work rights, and other legal protections for the Company’s Inventions in any and
      all countries, and will sign any documents that the Company may reasonably
      request for use in obtaining or enforcing such patents, copyrights, mask work
      rights, trade secrets and other legal protections. In
      the
      event that the Management Company does not, for any reason, execute such
      documents within a reasonable time of the Company’s request, the Management
      Company hereby irrevocably appoints the Company as its attorney-in-fact for
      the
      purpose of executing such documents on behalf of the Management Company, which
      appointment is coupled with an interest.

     

    
      	3.	
              Competition
                and Solicitation of Employees and
                Customers

            


    

     

    In
      order
      to protect the Company’s goodwill and its proprietary and other legitimate
      interests, including, but not limited to, Proprietary Information, Company
      Inventions, and the Company’s ability to invest the necessary time and resources
      in its business, research and development, and in its present and future
      employees (including such employees’ formal and informal training and the
      development of their skills, knowledge and experience), the Management Company
      hereby agrees and undertakes as follows:

     

    The
      Management Company will not, during the Term and for a period of six (6) months
      following the expiration or termination of the Term for whatever reason,
      directly or indirectly, on behalf of itself or any person, firm, partnership,
      joint venture, corporation or other business entity (“Person”),
      either for its own account, or as an advisor, partner, joint venturer,
      executive, agent, consultant, licensor, licensee, salesperson, officer, director
      or shareholder of a Person, engage in any business or venture that directly
      competes with the business of the Company.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    For
      a
      period of six (6) months immediately following the expiration or termination
      of
      the Term for any reason, whether with or without cause, the Management Company
      shall not either directly or indirectly solicit, induce, recruit or encourage
      any of the Company’s senior management employees to leave their employment, or
      take away such employees, nor will the Management Company interfere with or
      disrupt or attempt to disrupt the Company’s business relationship with any of
      its customers, partners, shareholders or suppliers. 

     

    
      	4.	
              Employees
                of the Management Company

            


    

     

    The
      Management Company shall ensure that each of its employees who provide services
      to the Company shall abide by the terms and conditions of this Undertaking
      as
      though it were a party hereto.

     

    IN
      WITNESS WHEREOF, the Management Company has executed this
      Undertaking.

    


    
      	
              A.A.
                Pearl Investments Ltd.

               

              By:                                                                       
                

              Name:

              Title:

              Date:
                

            


    

     

    


    
      
         

      

      
        8