ESCROW
      AGREEMENT

    


    This
      Escrow Agreement (this “Agreement”) dated July 20, 2006 by and among Israel
      Technology Acquisition Corp., a Delaware corporation (“Parent”), Gideon Barak,
      as the Representative, being the representative of the former stockholders
      of
      IXI Mobile, Inc. (the “Company”), a Delaware Corporation (the “Representative”)
      and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow
      Agent”).

    


    RECITALS

    


    A. The
      Company, Parent and ITAC Acquisition Subsidiary Corp., a Delaware corporation
      and wholly-owned subsidiary of Parent (“Merger Sub”), are the parties to an
      Agreement and Plan of Merger dated as of February 28, 2006 (the "Merger
      Agreement") pursuant to which Merger Sub has merged with and into the Company
      so
      that the Company has become a wholly-owned subsidiary of Parent. Capitalized
      terms used herein which are not otherwise defined herein shall have the meanings
      ascribed to them in the Merger Agreement.

    


    B. Pursuant
      to Article II of the Merger Agreement, the Holders are entitled to Additional
      Shares if certain revenue or profit targets are met by the Parent and/or certain
      share price targets for shares of Parent Common Stock are met, as prescribed
      in
      Article II of the Merger Agreement, subject to the terms and conditions
      contained therein. The parties desire to establish an escrow fund as security
      for the obligations of the Parent to issue Additional Shares that the Holders
      may become entitled to receive pursuant to Article II of the Merger Agreement,
      such fund to include a separate account for Additional Escrowed Shares that
      may
      become distributable only upon the exercise of Company Derivative
      Securities.

     

    C. Pursuant
      to Article VIII of the Merger Agreement, Parent is to be indemnified for Losses,
      subject to certain terms and conditions as provided in the Merger Agreement.
      The
      parties desire to establish an escrow fund as security in order to satisfy
      any
      indemnification obligations under Article VIII of the Merger Agreement.


    


    D. The
      Representative has been designated pursuant to the Merger Agreement to represent
      all of the Holders and act on their behalf for purposes of this Agreement.
      

    


    NOW,
      THEREFORE,
      in
      consideration of the covenants, promises and representations set forth herein,
      and for other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties agree as follows:

    


    1. Escrow
      Fund.

    


    (a) Concurrently
      with the execution hereof, the Escrow Agent, in its capacity as Exchange Agent
      pursuant to the Merger Agreement, has established an escrow fund consisting
      of
      three separate escrow accounts representing (i) the Holdback Escrowed Shares
      (ii) the Additional Escrowed Shares and (iii) the Derivative Escrowed Shares
      (individually the “Holdback Escrowed Shares Fund”, “Additional Escrowed Shares
      Fund” and “Derivative Escrowed Shares Fund”, and collectively the “Escrow
      Fund”). The Escrow Agent shall maintain separate accounts for each Holder's and
      each Derivative Holder’s portion of each of the three (3) separate escrow
      accounts comprising the Escrow Fund.


    
      
         

      

      
        -
          1
          -

        
          

        

      

      
         

      

    


    


    (b) The
      Parent has withheld ten percent (10%) of the Closing Shares issuable to the
      Holders pursuant to the Merger Agreement, pro rata in accordance with the number
      of Closing Shares issuable to each Holder, which represents the Holdback
      Escrowed Shares Fund and shall be deposited with the Escrow Agent at the
      Effective Time. 

    


    (c) In
      accordance with Section 2.13(b) of the Merger Agreement the Parent shall deposit
      with the Escrow Agent into the Holdback Escrowed Shares Fund ten percent (10%)
      of that number of shares of Parent Common Stock issuable (if any) to holders
      of
      Employee Options pursuant to Section 2.13(a)(i) of the Merger Agreement, pro
      rata in accordance with the number of shares of Parent Common Stock issuable
      to
      each such holder of Employee Options.

    


    (d) In
      accordance with Section 2.18(b) of the Merger Agreement the Parent shall deposit
      with the Escrow Agent into the Holdback Escrowed Shares Fund ten percent (10%)
      of that number of Parent Common Stock issuable (if any) to holders of Company
      Warrants pursuant to Section 2.18(a)(i) of the Merger Agreement, pro rata in
      accordance with the number of shares of Parent Common Stock issuable to each
      such holder of Company Warrants.

    


    (e) Promptly
      after the Effective Time and in no event more than three (3) Business Days
      thereafter Parent shall deposit and the Escrow Agent shall hold in the
      Additional Escrowed Shares Fund certificates representing 10,000,000 shares
      of
      Parent Common Stock, pro rata in accordance with the number of Additional Shares
      issuable (if any) to each Holder. 

    


    (f) On
      the
      instruction of Parent, the Escrow Agent shall transfer from the Additional
      Escrowed Shares Fund to the Derivative Escrowed Shares Fund any Additional
      Escrowed Shares that become Derivative Escrowed Shares.

    


    (g) The
      Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard and
      disburse the Escrow Fund pursuant to the terms and conditions hereof. It shall
      treat the Escrow Fund as a trust fund in accordance with the terms of this
      Agreement and not as the property of Parent. Its duties hereunder shall cease
      upon its distribution of the entire Escrow Fund in accordance with this
      Agreement.

    


    (h) Except
      as
      herein provided, the Holders shall retain all of their rights as stockholders
      of
      Parent during the period the Holdback Escrowed Shares are held by the Escrow
      Agent (the “Holdback Escrow Period”), including, without limitation, the right
      to vote their Parent Common Stock Shares included in the Holdback Escrowed
      Shares Fund. 

    



    
      
         

      

      
        -
          2
          -

        
          

        

      

      
         

      

    


    (i) During
      the Holdback Escrow Period, all dividends payable in cash with respect to the
      shares of Parent Common Stock included in the Holdback Escrowed Shares Fund
      shall be paid to the Holders, but all dividends payable in stock or other
      non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent
      to hold in accordance with the terms hereof. As used herein, the term “Holdback
      Escrowed Shares Fund” shall be deemed to include the Non-Cash Dividends
      distributed thereon, if any.

    


    (j) During
      the Holdback Escrow Period, no sale, transfer or other disposition may be made
      of any or all of the shares of Parent Common Stock in the Holdback Escrow Fund
      except (i) by gift to a member of a Holder's immediate family or to a trust,
      the
      beneficiary of which is a Holder or a member of a Holder's immediate family,
      (ii) by virtue of the laws of descent and distribution upon death of any Holder,
      (iii) pursuant to a qualified domestic relations order or (iv) if the Holder
      is
      not a natural person to an “affiliate” of the Holder; provided, however, that
      such permissive transfers may be implemented only upon the respective
      transferee's written agreement to be bound by the terms and conditions of this
      Agreement. During the Holdback Escrow Period, the Holders shall not pledge
      or
      grant a security interest in the shares of Parent Common Stock included in
      the
      Holdback Escrow Fund or grant a security interest in their rights under this
      Agreement.

    


    (k) The
      Holders shall not have any rights with respect to the Additional Escrowed Shares
      held by the Escrow Agent pursuant to this Escrow Agreement (including, but
      not
      limited to, the right to vote such Additional Escrowed Shares) until, and only
      to the extent of, the distribution of Additional Escrowed Shares to the Holders.
      In addition, the Holders shall not be entitled to any dividends of any of kind
      with respect to any Additional Escrowed Shares held by the Escrow Agent;
      provided, however, that in the event that any stock split, reverse stock split,
      stock dividend (including any dividend or distribution of securities convertible
      into Parent Common Stock), extraordinary cash dividends, reorganization,
      recapitalization, reclassification, combination, exchange of shares or other
      like change with respect to Parent Common Stock, Parent shall deposit a
      sufficient number of additional shares of Parent Common Stock into the
      Additional Escrowed Shares Fund in order to comply with Section 2.5(d) of the
      Merger Agreement.

    


    2. Indemnity
      Claim.

    


    (a) Parent,
      acting through the Committee may make a claim for indemnification pursuant
      to
      Article VIII of the Merger Agreement or a claim for expenses incurred by the
      Representative and paid by Parent in accordance with Section 8.6 of the Merger
      Agreement (“Indemnity Claim”) against the Holdback Escrowed Shares Fund by
      giving notice (a “Notice”) to the Representative (with a copy to the Escrow
      Agent) specifying (i) the covenant, representation, warranty, agreement,
      undertaking or obligation contained in the Merger Agreement which it asserts
      has
      been breached or otherwise entitles Parent to indemnification, (ii) the total
      amount of the actual out-of-pocket Loss or the anticipated potential Loss
      (including any costs or expenses which have been or may be reasonably incurred
      in connection therewith), and (iii) whether the Loss resulting from the
      Indemnity Claim may be covered (in whole or in part) under any insurance and
      the
      estimated amount of such Loss which may be covered under such insurance. The
      Committee also shall deliver to the Escrow Agent (with a copy to the
      Representative), concurrently with its delivery to the Escrow Agent of the
      Notice, a certification as to the date on which the Notice was delivered to
      the
      Representative.


    
      
         

      

      
        -
          3
          -

        
          

        

      

      
         

      

    


    


    (b) If
      the
      Representative shall give a notice to the Committee (with a copy to the Escrow
      Agent) (a “Counter Notice”), within thirty (30) days following the date of
      receipt (as specified in the Committee's certification) by the Representative
      of
      a copy of the Notice, disputing whether the Indemnity Claim is indemnifiable
      under Article VIII of the Merger Agreement, the parties shall attempt to resolve
      such dispute by voluntary settlement as provided in paragraph 2(c) below. If
      no
      Counter Notice with respect to an Indemnity Claim is received by the Escrow
      Agent from the Representative within such thirty (30) day period, the Indemnity
      Claim shall be deemed to be an Established Claim (as hereinafter defined) for
      purposes of this Agreement.

    


    (c) If
      the
      Representative delivers a Counter Notice to the Escrow Agent, the Committee
      and
      the Representative shall, during the period of sixty (60) days following the
      delivery of such Counter Notice or such greater period of time as the parties
      may agree to in writing (with a copy to the Escrow Agent), attempt to resolve
      the dispute with respect to which the Counter Notice was given. If the Committee
      and the Representative shall reach a settlement with respect to any such
      dispute, they shall jointly deliver written notice of such settlement to the
      Escrow Agent specifying the terms thereof. If the Committee and the
      Representative shall be unable to reach a settlement with respect to a dispute,
      such dispute shall be resolved by arbitration pursuant to paragraph 2(d)
      below.

    


    (d) If
      the
      Committee and the Representative cannot resolve a dispute prior to expiration
      of
      the sixty (60) day period referred to in paragraph 2(c) above (or such longer
      period as the parties may have agreed to in writing), then such dispute shall
      be
      submitted (and either party may submit such dispute) for arbitration before
      a
      single arbitrator in New York City, New York, in accordance with the commercial
      arbitration rules of the American Arbitration Association then in effect. The
      Committee and the Representative shall attempt to agree upon an arbitrator;
      if
      they shall be unable to agree upon an arbitrator within ten (10) days after
      the
      date on which the disputed matter may, under this Agreement, be submitted for
      arbitration, then either the Committee or the Representative, upon written
      notice to the other, may apply for appointment of such arbitrator by the
      American Arbitration Association. Subject to Section 8.6 of the Merger
      Agreement, each party shall pay the fees and expenses of counsel used by it
      and
      50% of the fees and expenses of the arbitrator and of other expenses of the
      arbitration. The arbitrator shall render his decision within ninety (90) days
      after his appointment and may award costs to any of the parties if, in his
      sole
      opinion reasonably exercised, the claims made by any other party or parties
      had
      no reasonable basis and were arbitrary and capricious. Such decision and award
      shall be in writing and shall be final and conclusive on the parties, and
      counterpart copies thereof shall be delivered to each of the parties. Judgment
      may be obtained on the decision of the arbitrator so rendered in any court
      having jurisdiction and may be enforced in accordance with the law of the State
      of New York, without regard to the principles of conflict of laws therein.
      If
      the arbitrator shall fail to render his decision or award within such ninety
      (90) day period, either the Committee or the Representative may apply to any
      New
      York or federal court then having jurisdiction by action, proceeding or
      otherwise, as may be proper to determine the matter in dispute consistently
      with
      the provisions of this Agreement. The parties consent to the exclusive
      jurisdiction of the New York courts sitting in the County of New York for this
      purpose. The prevailing party (or either party, in the case of a decision or
      award rendered in part for each party) shall send a copy of the arbitration
      decision or of any judgment of the New York or federal court (as applicable)
      to
      the Escrow Agent.


    
      
         

      

      
        -
          4
          -

        
          

        

      

      
         

      

    

    


    (e) As
      used
      in this Agreement, “Established Claim” means any (i) Indemnification Claim
      deemed established pursuant to the last sentence of paragraph 2(b) above, (ii)
      Indemnification Claim resolved in favor of Parent by settlement of the parties
      pursuant to paragraph 2(c) above, resulting in a dollar award to Parent or
      (iii)
      Indemnification Claim established by the final decision of an arbitrator or
      the
      final decision of a court of competent jurisdiction pursuant to paragraph 2(d)
      above (in both cases after exhaustion of any appeals), which resulted in an
      award of damages to Parent.

    


    (f) (i)
      Promptly after an Indemnity Claim becomes an Established Claim, the Committee
      shall deliver a notice to the Escrow Agent directing the Escrow Agent to pay
      to
      Parent, and the Escrow Agent shall pay to Parent, an amount of Holdback Escrowed
      Shares the value of which equals to the aggregate dollar amount of the
      Established Claim in accordance with Section 2(f)(ii) (or, if at such time
      there
      remains in the Holdback Escrowed Shares Fund an insufficient amount of Holdback
      Escrowed Shares to satisfy the full amount so payable, the full amount of
      Holdback Escrowed Shares remaining in the Holdback Escrowed Shares Fund).


    


    (ii)
      Payment of an Established Claim shall be made in shares of Parent Common Stock
      in the Holdback Escrowed Shares Fund, pro rata from the account maintained
      on
      behalf of each Holder. In such event, such shares shall be valued at the Fair
      Market Value (as defined below) and the Escrow Agent shall promptly cause the
      appropriate number of shares to be transferred from the Holdback Escrowed Shares
      Fund to Parent, or its order, to the extent of the number of shares of Parent
      Common Stock in the Holdback Escrowed Shares Fund. The parties hereto (other
      than the Escrow Agent) agree that the foregoing right to make payments of
      Established Claims in shares of Parent Common Stock in the Holdback Escrowed
      Shares Fund may be made notwithstanding any other agreements restricting or
      limiting the ability of any Holder to sell any shares of Parent Common Stock
      or
      otherwise. As used herein, “Fair Market Value” means the average reported last
      sales price for the Parent Common Stock for the ten (10) Trading Days ending
      on
      the last Trading Day prior to the day the Established Claim is
      paid.

    



    
      
         

      

      
        -
          5
          -

        
          

        

      

      
         

      

    


    3. Distribution.
      

    


    3.1 Holdback
      Escrowed Shares.
      On the
      first Business Day after the termination of the Holdback Period, upon written
      instruction from Parent, the Escrow Agent shall distribute and pay to each
      Holder who has an interest in the shares of Parent Common Stock then in such
      Holder's account in the Holdback Escrowed Shares Fund, unless at such time
      there
      are any Indemnity Claims with respect to which Notices have been received but
      which have not been resolved pursuant to Section 2 hereof or in respect of
      which
      the Escrow Agent has not been notified of, and received a copy of, a final
      determination (after exhaustion of any appeals) by a court of competent
      jurisdiction, as the case may be (in either case, “Pending Claims”), and which,
      if resolved or finally determined in favor of Parent, would result in a payment
      to Parent, in which case the Escrow Agent shall retain, and the total amount
      of
      such distributions to such Holder shall be reduced by, such Holder’s respective
      portion of the “Pending Claims Reserve” (as hereafter defined). Thereafter, if
      any Pending Claim becomes an Established Claim, the Escrow Agent shall promptly
      pay to Parent an amount in respect thereof determined in accordance with
      paragraph 2(f) above, and to the Holder the amount by which the remaining
      portion of his account in the Holdback Escrowed Shares Fund exceeds such
      Holder’s respective portion of the then Pending Claims Reserve (determined as
      set forth below). If any Pending Claim is resolved against Parent, the Escrow
      Agent shall promptly pay to each Holder the amount by which the remaining
      portion of his account in the Holdback Escrowed Shares Fund exceeds such
      Holder’s respective portion of the then Pending Claims Reserve. Upon final
      resolution (after exhaustion of any appeals) of all Pending Claims, the Escrow
      Agent shall pay to such Holder the remaining portion of his or her account
      in
      the Holdback Escrowed Shares Fund.

    


    As
      used
      herein, the “Pending Claims Reserve” at any time shall mean an amount of
      Holdback Escrowed Shares, the Fair Market Value of which shall be equal to
      the
      sum of the aggregate dollar amounts claimed to be due with respect to all
      Pending Claims (as shown in the Notices of such Claims). In the event that
      the
      sum of the aggregate dollar amounts claimed to be due with respect to all
      Pending Claims is in excess of the aggregate Fair Market Value of all Holdback
      Escrowed Shares which remain in the Holdback Escrowed Fund, then “Pending Claims
      Reserve” shall mean all of the Holdback Escrowed Shares remaining in the
      Holdback Escrowed Fund.

    


    3.2 Additional
      Escrowed Shares.
      Each
      Additional Escrowed Share shall continue to be held by the Escrow Agent in
      the
      Additional Escrowed Shares Fund until the earliest of (i) the receipt by the
      Escrow Agent of instructions from Parent to distribute to the Holders such
      amount of Additional Escrowed Shares as specified in such instructions pursuant
      to Section 2.15(e)(i) or Section 2.15(f) of the Merger Agreement, (ii) the
      receipt by the Escrow Agent of instructions from Parent to deposit such amount
      of Additional Escrowed Shares as specified in such instructions into the
      Derivative Escrowed Shares Fund pursuant to Section 2.15(e)(ii) of the Merger
      Agreement, (iii) the receipt by the Escrow Agent of instructions from Parent
      to
      return to Parent such amount of Additional Escrowed Shares as specified in
      such
      instructions pursuant to Section 2.15(k) of the Merger Agreement or (iv) the
      receipt by the Escrow Agent of instructions from Parent to deposit such amount
      of Additional Escrowed Shares as specified in such instructions into the
      Holdback Escrowed Shares Fund pursuant to Section 2.13(b). Any remaining
      Additional Escrowed Shares shall continue to be held by the Escrow Agent until
      the termination of the Share Price Trigger Period.


    
      
         

      

      
        -
          6
          -

        
          

        

      

      
         

      

    


    


    3.3 Derivative
      Escrowed Shares.
      Derivative Escrowed Shares shall be held in the Derivative Escrowed Shares
      Fund
      until the receipt by the Escrow Agent of instructions from Parent to distribute
      to the Derivative Holders such amount of Derivative Escrowed Shares as specified
      in such instructions in accordance with Section 2.15(e)(ii) of the Merger
      Agreement.

    


    3.4 Continuing
      Derivative Escrowed Shares.
      Continuing Derivative Escrowed Shares shall be held in the Derivative Escrowed
      Shares Fund until the receipt by the Escrow Agent of instruction from Parent
      to
      distribute to the Derivative Holders such amount of Continuing Derivative
      Escrowed Shares as specified in such instructions in accordance with Section
      2.15(e)(iii) of the Merger Agreement or the time in which they should be
      returned to Parent for cancellation.

    


    3.5 Fractional
      Shares.
      Notwithstanding anything to the contrary, no fraction of a share of Parent
      Common Stock will be distributed pursuant to this Escrow Agreement. In the
      event
      that the Escrow Agent is required to distribute any shares of Parent Common
      Stock to the Holders pursuant to the terms of this Escrow Agreement, Parent
      shall make available to the Escrow Agent a sufficient number of shares of Parent
      Common Stock in order to distribute one (1) share of Parent Common Stock to
      each
      Holder who would otherwise be entitled to a fraction of a share of Parent Common
      Stock (after aggregating all fractional shares of Parent Common Stock that
      otherwise would be received by such holder) in lieu of such fraction of a share
      of Parent Common Stock.

    


    4. Cooperation.
      The
      Escrow Agent shall cooperate in all respects with the Committee and the
      Representative in the calculation of any amounts determined to be payable to
      Parent in accordance with this Agreement.

    


    5. No
      Trustee or Fiduciary Relationship.
      

    


    (a) The
      Escrow Agent undertakes to perform only such duties as are expressly set forth
      herein. It is understood that the Escrow Agent is not a trustee or fiduciary
      and
      is acting hereunder merely in a ministerial capacity.

    


    (b) The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and may rely conclusively
      and shall be protected in acting upon any order, notice, demand, certificate,
      opinion or advice of counsel (including counsel chosen by the Escrow Agent),
      statement, instrument, report or other paper or document (not only as to its
      due
      execution and the validity and effectiveness of its provisions, but also as
      to
      the truth and acceptability of any information therein contained) which is
      believed by the Escrow Agent to be genuine and to be signed or presented by
      the
      proper person or persons. The Escrow Agent shall not be bound by any notice
      or
      demand, or any waiver, modification, termination or rescission of this Agreement
      unless evidenced by a writing delivered to the Escrow Agent signed by the proper
      party or parties and, if the duties or rights of the Escrow Agent are affected,
      unless it shall have given its prior written consent thereto.


    
      
         

      

      
        -
          7
          -

        
          

        

      

      
         

      

    


    


    (c) The
      Escrow Agent's sole responsibility upon receipt of any notice requiring any
      payment to Parent pursuant to the terms of this Agreement or, if such notice
      is
      disputed by the Committee or the Representative, the settlement with respect
      to
      any such dispute, whether by virtue of joint resolution, arbitration or
      determination of a court of competent jurisdiction, is to pay to Parent the
      amount specified in such notice, and the Escrow Agent shall have no duty to
      determine the validity, authenticity or enforceability of any specification
      or
      certification made in such notice.

    


    (d) The
      Escrow Agent shall not be liable for any action taken by it in good faith and
      believed by it to be authorized or within the rights or powers conferred upon
      it
      by this Agreement, and may consult with counsel of its own choice and shall
      have
      full and complete authorization and protection for any action taken or suffered
      by it hereunder in good faith and in accordance with the opinion of such
      counsel.

    


    (e) The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice and such
      resignation shall become effective as hereinafter provided. Such resignation
      shall become effective at such time that the Escrow Agent shall turn over the
      Escrow Fund to a successor escrow agent appointed jointly by the Committee
      and
      the Representative. If no new escrow agent is so appointed within the sixty
      (60)
      day period following the giving of such notice of resignation, the Escrow Agent
      may deposit the Escrow Fund with any court it reasonably deems
      appropriate.

    


    (f) In
      the
      event of a dispute between the parties as to the proper disposition of the
      Escrow Fund, the Escrow Agent shall be entitled (but not required) to deliver
      the Escrow Fund into the United States District Court for the Southern District
      of New York and, upon giving notice to the Committee and the Representative
      of
      such action, shall thereupon be relieved of all further responsibility and
      liability.

    


    (g) The
      Escrow Agent shall be indemnified and held harmless by Parent from and against
      any expenses, including counsel fees and disbursements, or loss suffered by
      the
      Escrow Agent in connection with any third party action, suit or other proceeding
      involving any claim which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Escrow Fund held by it hereunder, other than expenses or losses arising from
      the
      gross negligence or willful misconduct of the Escrow Agent. Promptly after
      the
      receipt by the Escrow Agent of notice of any demand or claim or the commencement
      of any action, suit or proceeding, the Escrow Agent shall notify the other
      parties hereto in writing. In the event of the receipt of such notice, the
      Escrow Agent, in its sole discretion, may commence an action in the nature
      of
      interpleader in an appropriate court to determine ownership or disposition
      of
      the Escrow Fund or it may deposit the Escrow Fund with the clerk of any
      appropriate court or it may retain the Escrow Fund pending receipt of a final,
      non-appealable order of a court having jurisdiction over all of the parties
      hereto directing to whom and under what circumstances the Escrow Fund are to
      be
      disbursed and delivered.


    
      
         

      

      
        -
          8
          -

        
          

        

      

      
         

      

    


    


    (h) The
      Escrow Agent shall be entitled to reasonable compensation from Parent for all
      services rendered by it hereunder in accordance with the fee schedule attached
      hereto. The Escrow Agent shall also be entitled to reimbursement from Parent
      for
      all expenses paid or incurred by it in the administration of its duties
      hereunder including, but not limited to, all counsel, advisors' and agents'
      fees
      and disbursements and all taxes or other governmental charges.

    


    (i) From
      time
      to time on and after the date hereof, the Committee and the Representative
      shall
      deliver or cause to be delivered to the Escrow Agent such further documents
      and
      instruments and shall do or cause to be done such further acts as the Escrow
      Agent shall reasonably request to carry out more effectively the provisions
      and
      purposes of this Agreement, to evidence compliance herewith or to assure itself
      that it is protected in acting hereunder.

    


    (j) Notwithstanding
      anything herein to the contrary, the Escrow Agent shall not be relieved from
      liability hereunder for its own gross negligence or its own willful
      misconduct.

    


    6. No
      Implied Duties. This
      Agreement expressly sets forth all the duties of the Escrow Agent with respect
      to any and all matters pertinent hereto. No implied duties or obligations shall
      be read into this Agreement against the Escrow Agent. The Escrow Agent shall
      not
      be bound by the provisions of any agreement among the parties hereto except
      this
      Agreement and shall have no duty to inquire into the terms and conditions of
      any
      agreement made or entered into in connection with this Agreement, including,
      without limitation, the Merger Agreement.

    


    7. Governing
      Law.
      This
      Agreement shall inure to the benefit of and be binding upon the parties and
      their respective heirs, successors, assigns and legal representatives, shall
      be
      governed by and construed in accordance with the law of New York applicable
      to
      contracts made and to be performed therein except that issues relating to the
      rights and obligations of the Escrow Agent shall be governed by and construed
      in
      accordance with the law of New York applicable to contracts made and to be
      performed therein. This Agreement cannot be changed or terminated except by
      a
      writing signed by the Committee, the Representative and the Escrow
      Agent.

    


    8. Jurisdiction.
      The
      Committee and the Representative each hereby consents to the exclusive
      jurisdiction of the New York and federal courts sitting in New York County
      with
      respect to any claim or controversy arising out of this Agreement. Service
      of
      process in any action or proceeding brought against the Committee or the
      Representative in respect of any such claim or controversy may be made upon
      it
      by registered mail, postage prepaid, return receipt requested, at the address
      specified in Section 9.

    


    9. Notices.
      All
      notices and other communications under this Agreement shall be in writing and
      shall be deemed given if given by hand or delivered by nationally recognized
      overnight carrier, or if given by telecopier and confirmed by mail (registered
      or certified mail, postage prepaid, return receipt requested), to the respective
      parties as follows:


    
      
         

      

      
        -
          9
          -

        
          

        

      

      
         

      

    

    


    
      	 	
              A.

            	
              If
                to the Committee, to it at:

            
	 	 	 
	 	 	
              c/o
                Israel Technology Acquisition Corp.

            
	 	 	
              7
                Gush Etzion, 3rd
                Floor

            
	 	 	
              Givaat
                Shmuel

            
	 	 	
              Israel
                54030

            
	 	 	
              Attention:
                Israel Frieder, Chief Executive Officer

            
	 	 	
              972-3-532-5918
                telephone

            
	 	 	
              972-3-532-5447
                telecopy

            
	 	 	 
	 	 	
              with
                a copy to:

            
	 	 	 
	 	 	
              Naschitz,
                Brandes & Co

            
	 	 	
              5
                Tuval Street

            
	 	 	
              Tel
                Aviv

            
	 	 	
              Israel
                67897

            
	 	 	
              Attention:
                Aaron Lampert, Adv.

            
	 	 	
              972-3-623-5000
                telephone

            
	 	 	
              972-3-623-5005
                telecopy

            
	 	 	 
	 	 	
              with
                a copy to:

            
	 	 	 
	 	 	
              Graubard
                Miller

            
	 	 	
              The
                Chrysler Building

            
	 	 	
              405
                Lexington Avenue

            
	 	 	
              New
                York, New York 10174-1901

            
	 	 	
              Attention:
                David Alan Miller, Esq.

            
	 	 	
              Telecopier
                No.: 212-818-8881

            
	 	 	 
	 	
              B.

            	
              If
                to the Representative, to him at

            
	 	 	 
	 	 	
              iXi
                Mobile, Inc.

            
	 	 	
              17
                Hatidhar Street

            
	 	 	
              Ra’anana

            
	 	 	
              Israel
                43665

            
	 	 	
              Attention:
                Gideon Barak

            
	 	 	
              972-9-747-6666
                telephone

            
	 	 	
              972-9-747-6600
                telecopy

            
	 	 	 
	 	 	
              with
                a copy to:

            
	 	 	 
	 	 	
              Herzog,
                Fox & Neeman

            
	 	 	
              Asia
                House, 4 Weizmann Street

            
	 	 	
              Tel
                Aviv

            
	 	 	
              Israel
                64239

            
	 	 	
              Attention:
                Alon Sahar, Adv.

            
	 	 	
              972-3-692-2862
                telephone

            
	 	 	
              972-3-696-6464
                telecopy

            


    


    
      
         

      

      
        -
          10
          -

        
          

        

      

      
         

      

    

    


    
      	 	
              C.

            	
              If
                to the Escrow Agent, to it at:

            
	 	 	 
	 	 	
              Continental
                Stock Transfer & Trust Company

            
	 	 	
              17
                Battery Place, 8th
                Floor

            
	 	 	
              New
                York, New York 10004

            
	 	 	
              Attention:
                Compliance Department

            
	 	 	
              Telecopier
                No.: 212-509-5150

            
	 	 	 
	 	 	
              with
                a copy to: 

            
	 	 	 
	 	 	
              Graubard
                Miller

            
	 	 	
              The
                Chrysler Building

            
	 	 	
              405
                Lexington Avenue

            
	 	 	
              New
                York, New York 10174-1901

            
	 	 	
              Attention:
                David Alan Miller, Esq.

            
	 	 	
              Telecopier
                No.: 212-818-8881

            


    

    


    or
      to
      such other person or address as any of the parties hereto shall specify by
      notice in writing to all the other parties hereto.

    


    10. No
      Conflict.
      Notwithstanding anything contained herein to the contrary, in the event of
      any
      inconsistency between the terms of this Agreement and the Merger Agreement,
      the
      terms of the Merger Agreement shall prevail.

    


    11. Miscellaneous.
      

    


    (a) If
      this
      Agreement requires a party to deliver any notice or other document, and such
      party refuses to do so, the matter shall be submitted to arbitration pursuant
      to
      paragraph 2(d) of this Agreement.

    


    (b) All
      notices delivered to the Escrow Agent shall refer to the provision of this
      Agreement under which such notice is being delivered and, if applicable, shall
      clearly specify the aggregate dollar amount due and payable to
      Parent.

    


    (c) This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original instrument and all of which together shall constitute
      a
      single agreement.

    


    


    [Signature
      page follows]


    
      
         

      

      
        -
          11
          -

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF,
      each of
      the parties hereto has duly executed this Agreement on the date first above
      written.

    


    


    
      	 	
              PARENT:

            
	 	 
	 	
              ISRAEL
                TECHNOLOGY ACQUISITION CORP.

            
	 	 
	 	 
	 	
              By:/s/
                Israel Frieder

            
	 	
              Name:
                Israel Frieder

            
	 	
              Title:  
                Chairman

            
	 	 


    

    


    


    
      	 	
              REPRESENTATIVE:

            
	 	 
	 	 
	 	 
	 	 
	 	
              By:/s/
                Gideon Barak

            
	 	
              Name:
                Gideon Barak

            
	 	
              Title:  
                Chairman

            
	 	 


    

    


    
      	 	
              ESCROW
                AGENT:

            
	 	 
	 	 
	 	 
	 	 
	 	
              By:/s/
                Steven Nelson

            
	 	
              Name:
                Steven Nelson

            
	 	
              Title:  
                Chairman & President 

            
	 	 


    

    


    
      
         

      

      
        -
          12
          -