Unassociated Document


    LOAN
      AGREEMENT

     

    Dated
      June 19, 2006

     

    by
      and among

     

    IXI
      MOBILE (R&D) LTD.

     

    IXI
      MOBILE, INC.

     

    AND

     

    THE
      LENDERS NAMED HEREIN

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    INDEX
      OF SCHEDULES & EXHIBITS

     

    Schedules

     

    

      
        	
                Schedule
                  I:

              	
                Schedule
                  of Lenders

              


      

    

    


    Company
      Disclosure Schedules:


    

      
        	 	
                Section
                  4.1(a)

              	
                Organization
                  and Qualifications

              
	 	
                Section
                  4.2(a)

              	
                Subsidiaries

              
	 	
                Section
                  4.3(a)

              	
                Authorized
                  Capital Stock of The Parent Guarantor

              
	 	
                Section
                  4.3(b)

              	
                Capitalization
                  Table

              
	 	
                Section
                  4.6(a)`

              	
                Notices
                  of Non-Compliance

              
	 	
                Section
                  4.6(b)

              	
                Government
                  Grants

              
	 	
                Section
                  4.13

              	
                Pre-Existing
                  Encumbrances

              
	 	
                Section
                  4.15

              	
                Brokers;
                  Third Party Expenses

              
	 	
                Section
                  4.16(a)

              	
                Intellectual
                  Property

              
	 	
                Section
                  4.16(d)

              	
                Intellectual
                  Property Agreements

              
	 	
                Section
                  4.17

              	
                Insurance

              
	 	
                Section
                  4.18

              	
                Governmental
                  Actions/Filings

              
	 	
                Section
                  4.20

              	
                Interested
                  Party Transactions

              
	 	
                Section
                  4.23

              	
                Pledged
                  Collateral

              
	 	
                Section
                  4.24

              	
                Material
                  Contracts

              
	 	
                Section
                  4.27

              	
                Environmental
                  Matters

              


      



    Exhibits

    

      
        	
                Exhibit
                  A:

              	
                Form
                  of Note

              
	
                Exhibit
                  B:

              	
                Form
                  of First Ranking Security Agreement

              
	
                Exhibit
                  C:

              	
                Form
                  of First Ranking Debenture - Fixed and Floating Charge

              
	
                Exhibit
                  D:

              	
                Form
                  of Guaranty Agreement

              
	
                Exhibit
                  E:

              	
                Form
                  of ITAC Warrant

              
	
                Exhibit
                  F:

              	
                Form
                  of Registration Rights Agreement

              
	
                Exhibit
                  G-1:

              	
                Form
                  of Legal Opinion of Company Counsel

              
	
                Exhibit
                  G-2:

              	
                Form
                  of Legal Opinion of Company Israeli Counsel

              
	
                Exhibit
                  H:

              	
                9th
                  Amended and Restated Certificate of Incorporation

              
	
                Exhibit
                  I

              	
                Form
                  of Guaranty Joinder

              
	
                Exhibit
                  J

              	
                ITAC
                  Certification

              
	
                Exhibit
                  K

              	
                Undertaking

              


      

    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    LOAN
      AGREEMENT

     

    THIS
      LOAN AGREEMENT
      (the
“Agreement”)
      is
      made and entered into as of June 19, 2006, by and among IXI
      MOBILE (R&D) LTD.,
      an
      Israeli limited liability company, (the “Company”),
      IXI MOBILE,
      INC.,
      a
      Delaware corporation (the “Parent
      Guarantor”)
      and
      each of the Persons named in the Schedule of Lenders attached hereto as
Schedule
      I
      (each a
“Lender”
and
      collectively, the “Lenders”).

     

    WHEREAS,
      the
      Parent Guarantor and Israel Technology Acquisition Corp., a Delaware corporation
      (“ITAC”)
      have
      entered into that certain Agreement and Plan of Merger dated February 28, 2006
      (the “Merger
      Agreement”)
      providing for a merger (the “ITAC/IXI
      Merger”)
      of
      ITAC Acquisition Subsidiary Corp. (“ITAC
      Subsidiary”),
      a
      wholly-owned subsidiary of ITAC with and into the Company, resulting in the
      Parent Guarantor surviving the ITAC/IXI Merger and becoming a wholly owned
      subsidiary of ITAC; and

     

    WHEREAS,
      to meet
      the financial needs of the Company and the Parent Guarantor between signing
      and
      closing of the Merger Agreement, the Company desires to borrow from the Lenders,
      and the Lenders desire to lend the Company, Twenty Million U.S. Dollars
      ($20,000,000), subject to the terms and conditions of this
      Agreement;

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises and covenants contained in this Agreement,
      the parties hereto agree as follows:

     

    ARTICLE
      I


     

    DEFINITIONS

     

    1.1 Definitions.
      When
      used in this Agreement, the following terms have the meaning set forth below
      (such meanings being equally applicable to both the singular and plural forms
      of
      the terms defined):

     

    “Affiliate”
means
      any Person which directly or indirectly controls, is controlled by, or is under
      common control with the Company or the Parent Guarantor. “Control,” “controlled
      by” and “under common control with” mean direct or indirect possession of the
      power to direct or cause the direction of management or policies (whether
      through ownership of voting securities, by contract or otherwise); provided,
      that control shall be conclusively presumed when any Person or affiliated group
      directly or indirectly owns fifty percent (50%) or more of the securities having
      ordinary voting power for the election of directors of a
      corporation.

     

    “Anti-Terrorism
      Law”
shall
      mean the laws referred to, directly or indirectly, in Section 4.29, The
      Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of Federal
      Regulations), the Terrorism List Governments Sanctions Regulations(Title 31
      Part
      596 of the U.S. Code of Federal Regulations), the Foreign Terrorist
      Organizations Sanctions Regulations (Title 31 Part 597 of the U.S. Code of
      Federal Regulations), and the Cuban Assets Control Regulations (Title 31 Part
      515 of the U.S. Code of Federal Regulations), and all other present and future
      federal state and local laws ordinances, regulations, policies, lists
      (including, without limitation the Specially Designated Nationals and Blocked
      Persons List) and any other requirements of any Governmental Authority
      (including, without limitation, the United States Department of Treasury Office
      of Foreign Assets Control) addressing, relating to, or attempting to eliminate,
      terrorist acts, drug trafficking and acts of war, each as hereafter
      supplemented, amended or modified from time to time, and the present and future
      rules, regulation and guidance documents promulgated under any of the foregoing,
      or under similar laws, ordinances, regulations, policies or requirements of
      other states or localities. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Basic
      Interest Rate”
means
      with respect to each Loan: (i) 10% per annum during the period commencing on
      the
      Closing Date and ending on the first anniversary of the Closing Date; and (ii)
      20% per annum during the period commencing on the first anniversary of the
      Closing Date and ending on the payment in full of the Loan.

     

    “Blocked
      Person”
shall
      have the meaning ascribed to such term in Section 4.29(b).

     

    “Business
      Day”
means
      any day other than a Saturday, Sunday, legal holiday or other day on which
      commercial banks in New York City are authorized or required to be closed for
      business.

     

    “Capital
      Expenditures”
shall
      mean all expenditures (by the expenditure of cash or the incurrence of
      Indebtedness) during any measuring period for any fixed assets or improvements
      or for replacements, substitutions, or additions thereto, that have a useful
      life of more than one year and that are required to be capitalized under
      GAAP.

     

    “Collateral”
means
      all tangible and intangible real and personal property and assets now owned
      or
      hereafter acquired by the Company and by the Parent Guarantor (as applicable),
      including, but not limited to, all cash and cash equivalents, deposit and other
      accounts (with customary lockbox and cash control agreements), investment
      property, instruments, accounts receivable, inventory, machinery and equipment,
      chattel paper, payment intangibles, real estate and leasehold interests,
      Intellectual Property Rights, general intangibles, insurance proceeds, choses
      in
      action, 100% of all outstanding capital stock of the Company and all other
      tangible and intangible properties and assets of every kind and description,
      together with all products and proceeds of any of the foregoing.

     

    “Company”
means
      IXI Mobile (R&D) Ltd., an Israeli limited liability company and a wholly
      owned subsidiary of the Parent Guarantor.

     

    “Company
      Intellectual Property Rights”
means
      all Intellectual Property Rights owned by the Company or by the Parent Guarantor
      (both domestic and foreign) or used by the Company or by the Parent Guarantor
      in
      their business as currently conducted or as currently proposed to be
      conducted.

     

    “Conversion
      Amount”
means,
      if the Conversion Participant (as defined below) is a Lender, all or any part
      of
      any outstanding principal amount of the Lender’s Note(s) plus all or any part of
      any accrued interest thereon and any costs, and, if the Conversion Participant
      is a Leumi Guarantor (as defined in Section 4.22(b) below), all or any part
      of
      any amount of the Leumi Debt (as defined in Section 4.22(b) below) assumed
      by
      the Leumi Guarantor pursuant to Section 3.1 below, plus all or any part of
      any
      accrued interest thereon, which such Lender and/or Leumi Guarantor elects to
      convert into ITAC Stock or IXI Stock (as the case may be) on an Optional
      Conversion.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    “Conversion
      Participant”
means
      any Lender and/or Leumi Guarantor (as defined below) assuming any Leumi Debt
      amount participating in an Optional Conversion.

     

    “Conversion
      Stock”
means
      ITAC Stock or IXI Stock (as the case may be) issuable upon an Optional
      Conversion.

     

    “Dollar,”
      “Dollars,”
      “U.S.
      Dollars”
and
      the
      symbol “$”
shall
      mean lawful money of the U.S.

     

    “Encumbrance”
means
      any mortgages, Judgments, claims, Liens, security interests, pledges, escrows,
      charges, preemptive rights, rights of first offer or first refusal or other
      encumbrances of any kind or character whatsoever.

     

    “Environmental
      Law”
shall
      mean any and all laws relating to protection of the environment or to emissions,
      discharges, releases or threatened releases of pollutants, contaminants,
      petrochemicals or petroleum, chemicals or industrial, toxic or hazardous
      substances or wastes into the environment including ambient air, surface water,
      ground water or land or otherwise relating to the manufacture, processing,
      distribution, use, treatment, storage, disposal, transport or handling of
      pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
      or wastes.

     

    “ERISA”
shall
      mean the Employee Retirement Income Security Act of 1974, as the same may be
      amended or supplemented from time to time, and any successor statute of similar
      import, and the rules and regulations thereunder, as from time to time in
      effect.

     

    “ERISA
      Group”
shall
      mean, at any time, the Company, the Parent Guarantor and all members of a
      controlled group of corporations and all trades or businesses (whether or not
      incorporated) under common control and all other entities which, together with
      the Parent Guarantor or the Company, are treated as a single employer under
      Section 414 of the Internal Revenue Code.

     

    “Event
      of Default”
shall
      mean has the meaning set forth in Article VIII.

     

    “First
      Ranking IL Debenture” shall
      mean the First Ranking IL Debenture dated the Closing Date executed and
      delivered by Company and the Lender, a form of which is attached
      hereto as Exhibit C, as the same may be amended, modified, supplemented or
      restated from time to time.

     

    “First
      Ranking Security Agreement”
shall
      mean the First Ranking Security Agreement dated the Closing Date executed and
      delivered by the Parent Guarantor and the Lender, a form of which is attached
      hereto as Exhibit B, as the same may be amended, modified, supplemented or
      restated from time to time.

     

    “GAAP”
means
      United States generally accepted accounting principles and practices consistent
      with those principles and practices promulgated or adopted by the Financial
      Accounting Standards Board and the Board of the American Institute of Certified
      Public Accountants, their respective predecessors and successors. Each
      accounting term used but not otherwise expressly defined herein shall have
      the
      meaning given it by GAAP.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    “Governmental
      Authority”
means
      any legislature, agency, bureau, branch, department, division, commission,
      court, tribunal, magistrate, justice, multi-national organization,
      quasi-governmental body, or other similar recognized organization or body of
      any
      federal, state, county municipal, local, or foreign government or other similar
      recognized organization or body exercising similar powers of
      authority.

     

    “Government
      Grants”
means
      grants, incentives, qualifications and subsidies from the Government of the
      State of Israel or any agency thereof including Approved Enterprise Status
      from
      the Investment Center.

     

    “Guarantor”
shall
      mean the guarantors under the Guaranty Agreement. As of the Closing Date, the
      only Guarantor is the Parent Guarantor.

     

    “Guaranty”
of
      any
      Person shall mean any obligation of such Person guaranteeing or in effect
      guaranteeing any liability or obligations of any other Person in any manner,
      whether directly or indirectly, including any agreement to indemnify or hold
      harmless any other Person, any performance bond or other suretyship arrangement
      and any other form of assurance against loss, except endorsement of negotiable
      or other instruments for deposit or collection in the ordinary course of
      business and except obligations in the nature of subrogation or guarantees
      for
      the benefit of Persons providing performance bonds for actions by Company
      specifically incident to the issuance of such performance bonds.

     

    “Guaranty
      Joinder”
shall
      mean a joinder by a Person as a Guarantor under this Agreement, the Guaranty
      Agreement, the First Ranking Security Agreement and the other Loan Documents
      in
      the form of Exhibit
      I.

     

    “Guaranty
      Agreement”
shall
      mean the Guaranty Agreement dated the Closing Date executed and delivered by
      the
      Guarantors to the Lenders, a form of which is attached hereto as Exhibit
      D,
      as the
      same may be amended, modified, supplemented or restated from time to
      time.

     

    “Indebtedness”
shall
      mean, as to any Person at any time, any and all indebtedness, obligations or
      liabilities (whether matured or unmatured, liquidated or unliquidated, direct
      or
      indirect, absolute or contingent, or joint or several) of such Person for or
      in
      respect to: (i) borrowed money, (ii) amounts raised under or liabilities in
      respect of any note purchase or acceptance credit facility, (iii) reimbursement
      obligations (contingent or otherwise) under any letter of credit, currency
      swap
      agreement, interest rate swap, cap, collar or floor agreement or other interest
      rate management devide, (iv) any other transaction (including forward sale
      or
      purchase agreements, capitalized leases and conditional sales agreements but
      excluding operating leases) having the commercial effect of a borrowing of
      money
      entered into by such Person to finance its operations or capital requirements
      (but not including trade payables and accrued expenses incurred in the ordinary
      course of business which are not represented by a promissory note or other
      evidence of indebtedness and which are not more than ninety (90) days past
      due),
      or (v) any Guaranty of Indebtedness for borrowed money.

     

    “Intercreditor
      Agreement”
shall
      mean that certain Intercreditor and Collateral Agency Agreement between the
      Leumi Guarantors and the Lender, as the same may be amended, modified,
      supplemented or restated from time to time.

     

    
      
         

      

      
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    “Insolvency
      Proceeding”
means
      with respect to any Person, (a) a case, action or proceeding before any court
      or
      other Governmental Authority relating to bankruptcy, reorganization, insolvency,
      liquidation, receivership, dissolution, winding up or relief of debtors or
      any
      other similar law now or hereafter in effect, (b) the appointment of a receiver,
      liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar
      official) of the Company, the Parent Guarantor or any of their Subsidiaries
      or
      otherwise relating to the liquidation, dissolution, winding-up or relief of
      such
      Person, or (c) any general assignment for the benefit of creditors, composition,
      marshalling of assets for creditors, or other, similar arrangement in respect
      of
      its creditors generally or any substantial portion of its creditors, undertaken
      under U.S. Federal, state or foreign law, including the Bankruptcy Code, or
      (d)
      a “stay of proceedings” pursuant to Section 350 of the Israeli Companies Law
      5759-1999.

     

    “Intellectual
      Property Rights”
means
      all (i) worldwide copyright rights (including common law rights), including
      rights to reproduce, and all registrations and applications for registrations
      therefor, (ii) United States, International and foreign national patents, patent
      applications, inventor’s certificates, invention registrations, utility models
      and the like, and any divisional, continuation, continuation in part, reissue,
      renewal or re-examination patent or patent application claiming priority
      therefrom, or otherwise related thereto (including any foreign counterparts),
      (iii) all trademarks worldwide, including International Trademarks, Community
      trademarks, and national trademarks, common law trademarks, trade names, service
      marks, logos, domain names or names, common law service marks and service names,
      together with all registrations and applications for registration therefor,
      including, without limitation, the trademarks listed in Section 4.16(a) of
      the
      Company Disclosure Schedules, (iv) all worldwide trade secrets, as defined
      in
      each applicable jurisdiction in which a given trade secret is maintained, and
      all worldwide confidential business information, and (v) all know-how and other
      intellectual property rights, including without limitation, all inventions
      (and
      improvements, derivatives, and enhancements thereof), processes, manufacturing
      or marketing procedures, formulae, software, drawings, patterns, vendors lists,
      customer lists, customer files and customer records.

     

    “Interested
      Party”
shall
      have the meaning ascribed to it in Section 4.19 hereof.

     

    “Investment
      Center”
means
      the Investment Center of the Israeli Ministry of Industry, Commerce and
      Labor.

     

    “ITAC
      Certification”
means
      the Certification of ITAC to the Lenders dated as of the Closing Date, attached
      hereto as Exhibit J, as the same may be amended, modified, supplemented or
      restated from time to time.

     

    “Judgments”
means
      all judgments, injunctions, citations, orders, decrees, writs and awards of
      all
      courts and arbitrators in proceedings or actions in which the Person in question
      is a party or by which any of its assets or properties is bound.

     

    “Law”
shall
      mean any law (including common law), constitution, statute, treaty, regulation,
      rule, ordinance, opinion, release, ruling, order, injunction, writ, decree,
      bond, judgment, authorization or approval, lien or award of or settlement
      agreement with or issued by any Official Body.

     

    
      
         

      

      
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    “Legal
      Requirements”
means
      any federal, state, local, municipal, foreign or other law, statute,
      constitution, principle of common law, resolution, ordinance, code, edict,
      decree, rule, regulation, ruling or requirement issued, enacted, adopted,
      promulgated, implemented or otherwise put into effect by or under the authority
      of any Governmental Authority.

     

    “Lien”
shall
      mean any mortgage, deed of trust, pledge, lien, security interest, charge or
      other encumbrance or security arrangement of any nature whatsoever, whether
      voluntarily or involuntarily given, including any conditional sale or title
      retention arrangement, and any assignment, deposit arrangement or lease intended
      as, or having the effect of, security and any filed financing statement (other
      than precautionary financing statement filed in respect of operating leases)
      or
      other notice of any of the foregoing (whether or not a lien or other encumbrance
      is created or exists at the time of the filing), but excluding any Permitted
      Encumbrance.
      Notwithstanding the foregoing, any sales of products in ordinary course of
      business by any of the Loan Parties or any of their respective Subsidiaries
      subject to a standard commercial right of return, shall not be considered a
      “Lien” for purposes of this Agreement.

     

    “Loan
      Documents”
means,
      individually and collectively, this Agreement, the Note, the Guaranty Agreement,
      any Account Control Agreements, the ITAC Certification, the First Ranking
      Debenture, First Ranking Security Agreement, Intercreditor
      Agreements, any
      IP
      Security Agreements, together
      with the UCC-1 financing statements in respect of the Security
      Agreements.

     

    “Loan
      Parties”
shall
      mean the Company and the Guarantor.

     

    “Material
      Adverse Effect”
means,
      when used in connection with an entity, any change, event, violation,
      inaccuracy, circumstance or effect, individually or when aggregated with other
      changes, events, violations, inaccuracies, circumstances or effects, that (a)
      is
      materially adverse to the business, assets (including intangible assets),
      revenues, financial condition or results of operations of such entity, (b)
      has
      or could reasonably be expected to have any material adverse effect whatsoever
      upon the validity or enforceability of this Agreement or any other Loan
      Document, (c) impairs or could reasonably be expected to impair the ability
      of
      the Company or the Parent Guarantor to duly and punctually pay or perform their
      Obligations, or (d) impairs materially or could reasonably be expected to impair
      the ability of Lender, to the extent permitted, to enforce its legal remedies
      pursuant to this Agreement or any other Loan Document, it being understood
      that
      none of the following alone shall be deemed, in and of itself, to constitute
      a
      Material Adverse Effect: (i) changes attributable to the public announcement
      or
      pendency of the transactions contemplated hereby, or (ii) changes in general
      national or regional economic conditions, to the extent that such conditions
      do
      not have a disproportionate impact on the Company; provided, however, that
      any
      change, event, violation, inaccuracy, circumstance or effect arising from or
      relating to acts or omissions taken by the Company with the prior consent of
      the
      Majority Noteholders (following complete and accurate disclosure by the Company)
      shall not constitute a Material Adverse Effect.

     

    “Majority
      Noteholders”
means
      the holders of a majority-in-interest of the outstanding principal amount of
      the
      Notes, excluding any Lender that is in default of its obligation to advance
      a
      Loan pursuant to Article II hereof.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    “Notes”
has
      the
      meaning given such term in Section 2.2.

     

    “Obligations”
means
      all debts, obligations and liabilities of any Loan Party to the Lenders,
      currently existing or now or hereafter made, incurred or created under, pursuant
      to or in connection with this Agreement or any other Loan Document, whether
      voluntary or involuntary and however arising or evidenced, whether direct or
      acquired by the Lenders by assignment or succession, whether due or not due,
      absolute or contingent, liquidated or unliquidated, determined or undetermined,
      and whether such Loan Party may be liable individually or jointly, or whether
      recovery upon such debt may be or become barred by any statute of limitations
      or
      otherwise unenforceable; and all renewals, extensions and modifications thereof;
      and all attorneys’ fees and costs incurred by the Lenders in connection with the
      collection and enforcement thereof as provided for in any Loan
      Document.

     

    “OCS”
means
      Office of the Chief Scientist of the Israeli Ministry of Industry, Commerce
      and
      Labor.

     

    “Optional
      Conversion”
means
      a
      conversion under either (i) Section 3.2(a) and the ITAC Certification or (ii)
      Section 3.2(b) below (as the case may be).

     

    “Parent
      Guarantor”
means
      IXI Mobile,
      Inc.,
      a
      Delaware corporation.

     

    “PBGC”
shall
      mean the Pension Benefit Guaranty Corporation established pursuant to subtitle
      A
      of Title IV of ERISA or any successor.

     

    “Permitted
      Encumbrance”
means
      any of the following encumbrances: (a) liens for Taxes or assessments or other
      governmental charges incurred in the ordinary course of business not yet due
      and
      payable as of the date hereof or which are being contested provided that
      appropriate provisions shall have been established therefor in accordance with
      GAAP; (b) pledges or deposits of money securing statutory obligations under
      workmen’s compensation, unemployment insurance, social security or public
      liability laws or similar legislation provided that appropriate provisions
      shall
      have been established therefor in accordance with GAAP; (c) inchoate and
      unperfected workers’ mechanics’, carriers’, warehousemen’s, suppliers’ or other
      similar liens or possessory liens arising in the ordinary course of business
      and
      securing liabilities each in an outstanding amount of not in excess of $10,000
      or $50,000 in the aggregate; (d) Pre-Existing
      Encumbrances;
      (e) the
      Leumi Guarantors’ Security Interest (as defined below); (f) the Ampa Security
      Interest (as defined below) provided that the principal amount secured thereby
      is not hereafter increased, and no additional assets become subject to such
      Encumbrances; and (g) the liens and security interests granted to the Lenders
      under the Security Documents (as defined below).

     

    “Person”
shall
      be construed in the broadest sense and means and includes any natural person,
      a
      partnership, a corporation, an association, a joint stock company, a limited
      liability company, a trust, a joint venture, an unincorporated organization,
      governmental or political subdivision or agency thereof or any other entity
      or
      Governmental Authority.

     

    “Pre-Existing
      Encumbrances”
means
      Encumbrances disclosed in Section 4.13 of
      the
      Company Disclosure Schedules except for any such Encumbrances which will be
      terminated prior to the Closing Date pursuant to the terms of this
      Agreement.

     

    
      
         

      

      
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    “Prohibited
      Transaction”
shall
      mean any prohibited transaction as defined in Section 4975 of the Internal
      Revenue Code or Section 406 of ERISA for which neither an individual nor a
      class
      exemption has been issued by the United States Department of Labor.

     

    “Property”
shall
      mean all real property leased or owned by any Loan Party or any Subsidiary
      of
      any Loan Party.

     

    “Registration
      Rights Agreement”
means
      the registration rights agreement substantially in the form attached hereto
      as
      Exhibit F consisting of the registration rights provided by ITAC to certain
      of
      the Parent Guarantor’s stockholders as part of the ITAC/IXI Merger, as the same
      may be amended, modified, supplemented or restated from time to
      time.

     

    “Reportable
      Event”
shall
      mean a reportable event described in Section 4043 of ERISA and regulations
      thereunder with respect to a Plan or Multiemployer Plan.

     

    “Returns”
shall
      have the meaning ascribed to the term in Section 4.14(b).

     

    “Security
      Documents”
means
      the First Ranking Security Agreement (as defined below), the First Ranking
      IL
      Debenture (as defined below) and the Parent Guarantor’s Guaranty (as defined
      below).

     

    “Shares”
shall
      mean all outstanding equity interest of IXI Mobile (R&D) Ltd.

     

    “Subsidiary”
of
      any
      Person at any time shall mean (i) any corporation or trust of which 50% or
      more
      (by number of shares or number of votes) of the outstanding capital stock or
      shares of beneficial interest normally entitled to vote for the election of
      one
      or more directors or trustees (regardless of any contingency which does or
      may
      suspend or dilute the voting rights) is at such time owned directly or
      indirectly by such Person or one or more of such Person’s Subsidiaries, (ii) any
      partnership of which such Person is a general partner or of which 50% or more
      of
      the partnership interests is at the time directly or indirectly owned by such
      Person or one or more of such Person’s Subsidiaries, (iii) any limited liability
      company of which such Person is a member or of which 50% or more of the limited
      liability company interests is at the time directly or indirectly owned by
      such
      Person or one or more of such Person’s Subsidiaries or (iv) any corporation,
      trust, partnership, limited liability company or other entity which is
      controlled or capable of being controlled by such Person or one or more of
      such
      Person’s Subsidiaries.

     

    “Taxes”
as
      defined in Section 4.14(a) below.

     

    “UCC”
means
      the Uniform Commercial Code as the same may, from time to time, be in effect
      in
      the State of New York; provided,
      that in
      the event that, by reason of mandatory provisions of law, any or all of the
      attachment, perfection or priority of, or remedies with respect to, the security
      interests granted to the Lenders on any Collateral pursuant to any of the
      Security Documents is governed by the Uniform Commercial Code as enacted and
      in
      effect in a jurisdiction other than the State of New York or is governed by
      any
      comparable law of any other jurisdiction, the term “UCC”
shall
      mean the Uniform Commercial Code or such other comparable law as enacted and
      in
      effect in such other jurisdiction solely for purposes of the provisions thereof
      relating to such attachment, perfection, priority or remedies and for purposes
      of definitions related to such provisions. Unless otherwise defined herein,
      terms that are defined in the New York UCC and used herein shall have the
      meanings given to them in the New York UCC.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    ARTICLE
      II

     

    AMOUNT
      AND TERMS OF THE LOAN

     

    2.1 Loan.
      Subject
      to the terms and conditions hereof, as of the Closing, the Company will borrow,
      and each of the Lenders, severally and not jointly, will lend the Company the
      amount specified opposite such Lender’s name on the Schedule of Lenders (each
      such amount, a “Loan”
and
      collectively, the “Loans”).

     

    2.2 Notes.
      Each
      Loan shall be evidenced by a senior secured convertible promissory note of
      the
      Company, each substantially in the form attached hereto as Exhibit
      A
      (each a
“Note”
and
      collectively, the “Notes”),
      payable to the order of the applicable Lender and representing the obligation
      of
      the Company to pay the principal amount of the Loan, together with interest
      thereon as prescribed in Section 2.4 hereof and in the Note.

     

    2.3 Repayment.
      All
      payment obligations under the Loan Documents, including, without limitation,
      payment of the entire unpaid principal amount of any Note and any accumulated
      unpaid interest thereon, as well as any payment obligations of the Loan Parties
      with respect to the Leumi Debt or to any Leumi Guarantors (both terms as defined
      in Section 4.22(b) below) assuming any part of the Leumi Debt pursuant to
      Section 3.1 below, including, without limitation, payment of the entire unpaid
      principal of such assumed amount and any accumulated unpaid interest thereon,
      shall be due and payable on the earlier to occur of: (i) the date 60 Business
      Days following the closing date of the ITAC/IXI Merger (the “Repayment
      Date”);
      (ii)
      the acceleration of the Loans in accordance with the terms of this Agreement;
      and (iii) June 19, 2008 (subsections (ii) and (iii) to be
      referred to herein as the “Maturity
      Date”),
      unless the principal amount of such Note and any accumulated unpaid interest
      thereon has already been prepaid in full pursuant to Section 2.5 hereof. The
      parties hereby agree that the Lenders shall have the right to convert all any
      part of each their respective Loan pursuant to Section 3.2 below and that any
      amount so converted into Conversion Stock will be deemed fully paid and all
      Obligations relating thereto will be deemed fully satisfied.

     

    2.4 Loan
      Interest Rate.
      The
      Company shall pay interest on the unpaid principal amount of each Loan from
      the
      Closing Date until such Loan has been paid in full, at a per annum rate of
      interest equal to the Basic Interest Rate. All computations of interest on each
      Loan shall be based on a year of 360 days for actual days elapsed.
      Notwithstanding any other provision hereof, the amount of interest payable
      hereunder shall not in any event exceed the maximum amount permitted by the
      law
      applicable to interest charged on commercial loans. Accrued and
      unpaid interest
      on each Loan shall be payable as follows: first payment on June 30, 2007 (the
      “First
      Interest Payment Date”)
      and
      thereafter quarterly in arrears or upon a Prepayment (as defined below). In
      any
      event, all unpaid principal and accrued and unpaid interest shall be due and
      payable in full on the earlier to occur of the (i) Repayment Date or (ii) the
      Maturity Date. In addition to payment of interest, the Lenders shall be entitled
      to the rights and benefits conferred to them by Sections 3.2 and 3.3
      below.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    2.5 Prepayment.
      Should
      the ITAC/IXI Merger be declined by the stockholders of ITAC or fail to become
      effective for any other reason, the Company may, at any time following such
      declination or failure to become effective at its sole and exclusive option,
      prepay the entire outstanding principal amount of the Loans (“Prepayment”)
      along
      with accrued and unpaid interest thereon; provided, however, that in addition
      to
      principal and accrued and unpaid interest, the Company pays the Lenders premium
      interest on the outstanding principal amount of the Loans at the then-applicable
      Basic Interest Rate for the term commencing on the date of Prepayment and ending
      on the earlier to occur of: (i) a date 6 months following the date of
      Prepayment, and (ii) the Maturity Date.

     

    2.6 Application
      of Payments.
      So long
      as no Event of Default has occurred, all payments hereunder shall first be
      applied to interest, then to principal and then to any outstanding Obligations.
      Upon an Event of Default, all payments hereunder shall first be applied to
      the
      Obligations at Lender’s sole discretion.

     

    2.7 Currency.
      All
      payments hereunder shall be made in lawful money of the United States of
      America.

     

    2.8 Date
      of Payments.
      Whenever any payment due hereunder shall fall due on a day other than a Business
      Day, such payment shall be made on the next succeeding Business Day, and such
      extension of time shall be included in the computation of interest or fees,
      as
      the case may be.

     

    2.9 Crediting
      Payments.
      The
      receipt by Lender of any wire transfer of funds, check, or other item of payment
      shall not be considered a payment on account unless such wire transfer is of
      immediately available federal funds and is made to the appropriate deposit
      account of Lender or unless and until such check or other item of payment is
      honored when presented for payment. Notwithstanding anything to the contrary
      contained herein, any wire transfer or payment received by Lender after 12:00
      noon New York time shall be deemed to have been received by Lender as of the
      opening of business on the immediately following Business Day.

     

    2.10 Security
      Interests.
      To
      secure the Company’s and the Parent Guarantor’s full and timely performance of
      the Obligations, the Parent Guarantor shall grant, and shall cause the Company
      to grant, to the Lenders, a continuing first priority (except as otherwise
      set
      forth in this Agreement or in any of the other Loan Documents) security interest
      in all of their respective right, title and interest in and to the Collateral
      pursuant to the First Ranking Security Agreement substantially in the form
      attached hereto as Exhibit B (the “First
      Ranking Security Agreement”)
      to be
      entered into by the Parent Guarantor on the Closing Date and the First Ranking
      Debenture - Fixed and Floating Charge substantially in the form attached hereto
      as Exhibit C (the “First
      Ranking IL Debenture”)
      to be
      entered into by the Company on the Closing Date. The security interests granted
      by the Company and by the Parent Guarantor pursuant to this Section 2.10 and
      the
      Security Documents referenced herein, shall rank equally with the Leumi
      Guarantors’ Security Interest (as defined below) and the Obligations secured
      thereby will constitute senior obligations of the Loan Parties having priority
      over any other obligations of the Loan Parties, subject only to the obligations
      secured by the Pre-Existing Encumbrances and the Permitted
      Encumbrances.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    2.11 INDEMNIFICATION
      BY COMPANY.
      IN
      CONSIDERATION OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE LENDERS
      AND
      THE AGREEMENT TO EXTEND THE COMMITMENTS PROVIDED HEREUNDER, EACH LOAN
      PARTY HEREBY
      AGREES TO INDEMNIFY, EXONERATE AND HOLD THE LENDERS AND EACH OF THE OFFICERS,
      DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS OF THE LENDERS (EACH, A
“LENDER
      PARTY”)
      FREE
      AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS,
      LOSSES, LIABILITIES, DAMAGES AND EXPENSES, INCLUDING REASONABLE ATTORNEY COSTS
      (COLLECTIVELY, THE “INDEMNIFIED
      LIABILITIES”)
      INCURRED BY THE LENDER PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT
      OF,
      OR RELATING TO (A) ANY TENDER OFFER, MERGER (INCLUDING THE ITAC MERGER),
      PURCHASE OF CAPITAL SECURITIES, PURCHASE OF ASSETS OR OTHER SIMILAR TRANSACTION
      FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,
      WITH THE PROCEEDS OF ANY OF THE LOANS, (B) THE USE, HANDLING, RELEASE, EMISSION,
      DISCHARGE, TRANSPORTATION, STORAGE, TREATMENT OR DISPOSAL OF ANY HAZARDOUS
      SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY, (C) ANY VIOLATION
      OF ANY ENVIRONMENTAL LAWS WITH RESPECT TO CONDITIONS AT ANY PROPERTY OWNED
      OR
      LEASED BY ANY LOAN PARTY OR THE OPERATIONS CONDUCTED THEREON, (D) THE
      INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY LOAN
      PARTY OR THEIR RESPECTIVE PREDECESSORS ARE ALLEGED TO HAVE DIRECTLY OR
      INDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES OR (E) THE EXECUTION, DELIVERY,
      PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY
      THE
      LENDER, EXCEPT FOR ANY SUCH INDEMNIFIED LIABILITIES ARISING ON ACCOUNT OF THE
      LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL,
      NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION. IF AND TO THE
      EXTENT THAT THE FOREGOING UNDERTAKING MAY BE UNENFORCEABLE FOR ANY REASON,
      EACH
      LOAN PARTY HEREBY AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND
      SATISFACTION OF EACH OF THE INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER
      APPLICABLE LAW. ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 2.11 SHALL SURVIVE
      REPAYMENT OF THE LOANS, CANCELLATION OF THE NOTES, ANY FORECLOSURE UNDER, OR
      ANY
      MODIFICATION, RELEASE OR DISCHARGE OF, ANY OR ALL OF THE LOAN DOCUMENTS AND
      TERMINATION OF THIS AGREEMENT.

     

    2.12 Parent
      Guarantor’s Guaranty.
      The
      Parent Guarantor shall absolutely, continually, unconditionally and irrevocably
      guarantee the prompt and full performance by the Company of the Obligations
      pursuant to the Guaranty Agreement substantially in the form attached hereto
      as
      Exhibit D.

     

    2.13 Closing.

     

    (a) The
      closing (“Closing”)
      of the
      transactions contemplated by the Loan Documents shall take place on
      June 19, 2006 (the “Closing
      Date”),
      or at
      such other time and place as the Company and the Majority Noteholders may
      mutually agree.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    (b) Subject
      to the fulfillment of the conditions set forth in Article
      VII
      below,
      the Lender hereby agrees to advance its respective Loan to the Company on the
      Closing Date by, at the option of the Lender, a check or checks payable to
      the
      order of the Company or by wire transfer, in exchange for the sale and issuance
      by the Company to each such Lender of a Note evidencing the principal amount
      of
      such Lender’s Loan.

     

    ARTICLE
      III


     

    ASSUMPTION
      OF LEUMI DEBT; CONVERSION; COMMITMENTS TO ISSUE EQUITY
      SECURITIES

     

    3.1 Leumi
      Debt Assumption.
      The
      parties agree that, at any time or from time to time following the date of
      execution of this Agreement, each of the Leumi Guarantors (as defined in Section
      4.22(b) below) shall have the right: (i) to assume all or any part of the Leumi
      Debt (as defined in Section 4.22(b) below) (the “Assumed
      Debt”),
      and
      (ii) upon the consummation of the ITAC/IXI Merger or the failure thereof (as
      the
      case may be), to participate in an Optional Conversion and to convert such
      assumed amount into ITAC Stock or IXI Stock (as the case may be) pursuant to
      the
      terms and conditions set forth in Section 3.2 below.

     

    3.2 Conversion.

     

    (a) In
      the
      event the ITAC/IXI Merger becomes effective and subject to and conditioned
      upon
      the ITAC/IXI Merger becoming effective, each Conversion Participant shall have
      the option to convert its respective Conversion Amount pursuant to this
      Agreement and the ITAC Certification into such number of fully paid and
      non-assessable shares of ITAC’s Common Stock, par value $0.0001 per share
      (“ITAC
      Stock”)
      as
      determined by dividing (A) such Conversion Participant’s Conversion Amount by
      (B) $6.50, appropriately adjusted for stock dividends, stock splits and other
      recapitalizations subsequent to the date of ITAC’s most recent publicly
      available securities law filing prior to the execution of this
      Agreement.

     

    (b) At
      any
      time on or after the First Interest Payment Date, in the event the ITAC/IXI
      Merger is rejected by ITAC’s shareholders or otherwise fails to become
      effective, each Conversion Participant shall have the option to convert its
      respective Conversion Amount into such number of fully paid and non-assessable
      shares of Series E Preferred Stock, par value $0.01, of the Parent Guarantor
      (“IXI
      Stock”)
      as
      determined by dividing (A) such Conversion Participant’s Conversion Amount by
      (B) $0.656. The rights, preferences and privileges of the IXI Stock shall be
      as
      set forth in the currently effective 9th Amended
      and Restated Certificate of Incorporation of the Parent Guarantor attached
      hereto as Exhibit H (the “Amended
      and Restated Certificate of Incorporation”).

     

    (c) No
      fractional shares of Conversion Stock shall be issued upon an Optional
      Conversion. If, upon an Optional Conversion, a fraction of a share would
      otherwise result, then in lieu of such fractional share the Parent Guarantor
      (in
      the case of an Optional Conversion pursuant to Section 3.2(b) above) or ITAC
      (in
      the case of an Optional Conversion pursuant to the combined provisions of
      Section 3.2(a) above and the ITAC Certification) will pay the cash value of
      that
      fractional share.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    (d) An
      Optional Conversion shall be effectuated by the Conversion Participant by
      furnishing both the Parent Guarantor and ITAC (in the case of an Optional
      Conversion pursuant to the combined provisions of Section 3.2(a) above and
      the
      ITAC Certification) or by furnishing the Parent Guarantor (in the case of an
      Optional Conversion pursuant to Section 3.2(b) above), no later than within
      sixty (60) Business Days following the closing date of the ITAC/IXI Merger
      (in
      the case of an Optional Conversion pursuant to the combined provisions of
      Section 3.2(a) above and the ITAC Certification) or no later than within sixty
      (60) Business Days following the date on which the Conversion Participant
      receives notice from the Parent Guarantor that the ITAC/IXI Merger failed to
      become effective and the Company failed to make the first interest payment
      on
      the First Interest Payment Date (in the case of an Optional Conversion pursuant
      to Section 3.2(b) above), a notice indicating the Conversion Participant’s
      Conversion Amount and otherwise evidencing such Conversion Participant’s
      intention to convert its respective Conversion Amount (the “Conversion
      Notice”).
      Should any Lender and/or Leumi Guarantor fail to deliver a Conversion Notice
      within the timeframe and to the party or parties set forth above, such Lender
      and/or Leumi Guarantor shall be deemed to have waived its right for Optional
      Conversion and such right shall automatically, without any action on the part
      of
      the Parent Guarantor and/or ITAC, be of no further force and effect with respect
      to such Lender and/or Leumi Guarantor.

     

    (e) The
      date
      on which the Conversion Participant delivers the Conversion Notice, duly
      executed, to the Parent Guarantor shall be deemed to be the date of Optional
      Conversion (the “Optional
      Conversion Date”)
      for
      the purposes of determining the Conversion Amount. Facsimile delivery of the
      Conversion Notice shall be accepted by the Parent Guarantor. Certificates
      representing the shares of Conversion Stock issuable upon an Optional
      Conversion, containing the restrictive legend then in effect, will be delivered
      to the Conversion Participant as soon as practicable after the Optional
      Conversion Date.

     

    (f) Any
      Conversion Amount converted into Conversion Stock will be deemed fully paid
      and
      all Obligations relating thereto will be deemed fully satisfied. Upon issuance
      of the conversion stock, such shares shall be duly and validly
      issued.

     

    3.3 Equity
      Securities.

     

    (a) As
      an
      inducement to the Lenders to advance the Loans to the Company, in the event
      the
      ITAC/IXI Merger becomes effective and subject and conditioned upon the ITAC/IXI
      Merger becoming effective, ITAC shall issue pursuant to the combined provisions
      of this Section 3.3(a) and the ITAC Certification, as soon as practicable
      following the consummation of the ITAC/IXI Merger, to the Lender a total amount
      of Six Hundred Thousand (600,000) shares of ITAC’s Common Stock (“ITAC
      Stock”),
      par
      value $0.0001 per share, appropriately adjusted for stock dividends, stock
      splits and other recapitalizations subsequent to the date of ITAC’s most recent
      publicly available securities law filing prior to the execution of this
      Agreement, with each Lender receiving the amount of ITAC Stock set forth
      apposite such Lender’s name on the Schedule of Lenders. For clarification
      purposes the parties acknowledge and agree that pursuant to the Leumi
      Guarantors’ Agreement, as an inducement to the Leumi Guarantors to enter into
      the Leumi Guarantors’ Agreement, the Leumi Guarantors will receive 240,000
      shares of ITAC Stock as described in Section 4.22(d) below.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    (b) As
      an
      inducement to the Lenders and to the Leumi Guarantors assuming any part of
      the
      Leumi Debt to convert at least 50% (the “Conversion
      Inducement Threshold”)
      of
      each their respective Loan amount or assumed Leumi Debt amount into ITAC Stock
      in the event the ITAC/IXI Merger closes, subject and conditioned upon the
      ITAC/IXI Merger becoming effective, ITAC shall issue pursuant to the combined
      provisions of this Section 3.3(b) and the ITAC Certification, as soon as
      practicable following the consummation of the ITAC/IXI Merger, to any Conversion
      Participant meeting or exceeding the Conversion Inducement Threshold, warrants
      (“ITAC
      Warrants”)
      to
      purchase that number of ITAC Stock (as defined above) equal to the product
      obtained by multiplying (A) each converted Dollar ($1.00) of each such
      Conversion Participant’s Conversion Amount by (B) 0.0357. The parties agree that
      Conversion Participants wishing to utilize the benefit conferred by this Section
      3.3(b) (combined with the ITAC Certification) shall be required to convert
      a
      Conversion Amount such that the foregoing formula will result a whole number
      of
      ITAC Warrant shares. The ITAC Warrants shall be in the form attached hereto
      as
      Exhibit E. Notwithstanding anything to the contrary herein, the Company and
      the
      Parent Guarantor represent and warrant that the benefit to the Leumi Guarantors
      described in this Section 3.3(b) and conferred by any similar section in the
      Leumi Guarantors’ Agreement, shall be pre-conditioned upon the Leumi Guarantors
      assuming collectively at least 50% of the Leumi Debt.

     

    3.4 Covenants
      Relating to Securities.
      The
      Parent Guarantor shall, prior to an Optional Conversion pursuant to Section
      3.2(b), take any and all actions necessary to authorize and reserve a sufficient
      number of shares of IXI Stock to effect such Optional Conversion. The Parent
      Guarantor covenants and agrees that upon delivery, all shares of IXI Stock
      shall
      be duly authorized, validly issued, fully paid and non-assessable.

     

    ARTICLE
      IV


     

    REPRESENTATIONS
      AND WARRANTIES OF THE LOAN PARTIES

     

    Except
      as
      set forth on a Company Disclosure Schedule attached hereto (the “Company
      Disclosure Schedules”)
      specifically identifying the relevant Section hereof (provided that any such
      disclosures shall also be deemed to be representations and warranties
      hereunder), each Loan Party, jointly and severally, hereby represents and
      warrants to each Lender as of the Closing Date as follows:

     

    4.1 Organization
      and Qualification.

     

    (a) The
      Company is a limited
      liability company duly organized, validly existing and in good standing under
      the laws of Israel and has the requisite corporate power and authority to own,
      lease and operate its assets and properties and to carry on its business as
      it
      is now being or currently planned by the Company to be conducted. The Parent
      Guarantor is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware and has the requisite corporate
      power and authority to own, lease and operate its assets and properties and
      to
      carry on its business as it is now being or currently planned by the Parent
      Guarantor to be conducted. The Loan Parties are in possession of all franchises,
      grants, authorizations, licenses, permits, easements, consents, certificates,
      approvals and orders (“Approvals”)
      necessary to own, lease and operate the properties such Loan Party purports
      to
      own, operate or lease and to carry on its respective business as it is now
      being
      or currently planned by such Loan Party to be conducted, except where the
      failure to have such Approvals could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect on such Loan Party.
      Each Loan Party is not in violation of any of the provisions of the such Loan
      Party’s respective certificate of incorporation, by-laws and the charters of all
      committees of the board of directors (or other comparable governing instruments
      with different names) (collectively referred to herein as “Charter
      Documents”).

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    (b) Each
      Loan
      Party is duly licensed or qualified and in good standing in each jurisdiction
      listed on Section 4.1(a) of the Company Disclosure Schedules. Each Loan Party
      is
      duly qualified or licensed to do business as a foreign corporation and is in
      good standing in each jurisdiction where the character of the properties owned,
      leased or operated by it or the nature of its activities makes such
      qualification or licensing necessary, except for such failures to be so duly
      qualified or licensed and in good standing that could not, individually or
      in
      the aggregate, reasonably be expected to have a Material Adverse Effect on
      such
      Loan Party.

     

    4.2 Subsidiaries.

     

    (a) Other
      than the Company (which wholly owns IXI Mobile (Europe) Ltd., IXI Mobile (Asia
      Pacific) Ltd. and IXI Mobile (East Europe) SRL), and Neo Mobile, Inc. (which
      wholly owns Neo Mobile Ltd. and Neo Mobile Telecom LLC) (each, a “Subsidiary”
and
      collectively, the “Subsidiaries”),
      the
      Parent Guarantor has no subsidiaries. The Company directly or indirectly owns
      all of the outstanding equity securities of the Subsidiaries, free and clear
      of
      all Encumbrances. Except for the Company and the Subsidiaries, the Parent
      Guarantor does not own, directly or indirectly, any ownership, equity, profits
      or voting interest in any Person or has any agreement or commitment to purchase
      any such interest, and has not agreed and is not obligated to make nor is bound
      by any written, oral or other agreement, contract, subcontract, lease, binding
      understanding, instrument, note, option, warranty, purchase order, license,
      sublicense, insurance policy, benefit plan, commitment or undertaking of any
      nature, as of the date hereof or as may hereafter be in effect under which
      it
      may become obligated to make, any future investment in or capital contribution
      to any other entity. Section 4.2(a) of the Company Disclosure Schedules states
      the name of each Subsidiary of the Loan Parties and its jurisdiction of
      incorporation, its authorized capital stock issued and outstanding equity
      interests and the owners thereof (collectively, the “Subsidiary
      Shares”).
      All
      Subsidiary Shares have been validly issued, and all Subsidiary Shares are fully
      paid and are nonassessable. All capital contributions and other consideration
      required to be made or paid in connection with the issuance of all Subsidiary
      Shares have been made or paid, as the case may be. There are no options,
      warrants or other rights outstanding to purchase any such Subsidiary Shares
      except as indicated on Section 4.2(a) of the Company Disclosure
      Schedules.

     

    (b) Each
      Subsidiary (in jurisdictions that recognize the following concepts) is a
      corporation or limited liability company duly incorporated, validly existing
      and
      in good standing under the laws of the jurisdiction of its incorporation and
      has
      the requisite corporate power and authority to own, lease and operate its assets
      and properties and to carry on its business as it is now being or currently
      planned by the Subsidiary to be conducted.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    4.3 Capitalization
      and Ownership.

     

    (a) The
      authorized capital stock of the Parent Guarantor is owned as indicated in this
      Section 4.3(a) of the Company Disclosure Schedules and consists of 89,642,361
      shares of capital stock, of which 49,000,000 shares are Parent Guarantor Common
      Stock, 333,334 shares are Preferred A Stock, 1,604,791 shares are Preferred
      B
      Stock, 3,104,236 shares are Preferred C Stock, 6,000,000 shares are Preferred
      D
      Stock and 29,600,000 shares are Preferred D-1 Stock, (collectively “Parent
      Guarantor
      Preferred Stock”),
      of
      which 4,418,249 shares of Parent Guarantor Common Stock, 285,801 shares of
      Preferred A Stock, 439,206 shares of Preferred B Stock, 1,439,581 shares of
      Preferred C Stock, 3,448,473 shares of Preferred D Stock and 29,591,387 shares
      of Preferred D-1 Stock are issued and outstanding as of the date of this
      Agreement (collectively “Parent
      Guarantor
      Shares”),
      all
      of which are validly issued, fully paid and nonassessable. All Parent Guarantor
      Shares have been validly issued, and all Parent Guarantor Shares are fully
      paid
      and are nonassessable. All capital contributions and other consideration
      required to be made or paid in connection with the issuance of all Parent
      Guarantor Shares have been made or paid, as the case may be. There are no
      options, warrants or other rights outstanding to purchase any such Parent
      Guarantor Shares except as indicated on Section 4.3(a) of the Company Disclosure
      Schedules.

     

    (b) Outstanding
      Parent Guarantor options and warrants as of the Closing Date are as set forth
      in
      the Capitalization Table included in Section 4.3(b) of the Company Disclosure
      Schedules.

     

    4.4 Authority
      Relative to this Agreement.
      The
      Loan Parties have all necessary power and authority to execute and deliver
      this
      Agreement and the other Loan Documents (to the extent the Company or Parent
      Guarantor is a party thereto) and to perform their Obligations hereunder and
      thereunder to incur the Indebtedness contemplated by the Loan Documents to
      which
      it is a party and to consummate the transactions contemplated hereby and
      thereby. The execution and delivery of this Agreement and the other Loan
      Documents and the consummation by the Loan Parties of the transactions
      contemplated hereby and thereby have been duly and validly authorized by all
      necessary corporate action on the part of such Loan Party, and no other
      proceedings on the part of the Loan Parties are necessary to authorize this
      Agreement and the other Loan Documents or to consummate the transactions
      contemplated hereby and thereby pursuant to applicable Law and the terms and
      conditions of this Agreement, other than the giving of notice to the
      stockholders of the Company and the adoption of this Agreement. This Agreement
      and the other Loan Documents have been duly and validly executed and delivered
      by the Loan Parties and, assuming the due authorization, execution and delivery
      thereof by the other parties hereto, constitute the legal and binding obligation
      of the Loan Parties, enforceable against the Loan Parties in accordance with
      its
      terms, except as may be limited by bankruptcy, insolvency, reorganization or
      other similar laws affecting the enforcement of creditors’ rights generally and
      by general principles of equity.

     

    4.5 No
      Conflict; Required Filings and Consents.

     

    (a) The
      execution and delivery of this Agreement and the other Loan Documents by any
      Loan Party do not, and the performance of this Agreement and the other Loan
      Documents by any Loan Party shall not (i) conflict with or violate each of
      the
      Loan Party’s Charter Documents, (ii) conflict with or violate any Legal
      Requirements, or (iii) result in any breach of or constitute a default (or
      an
      event that with notice or lapse of time or both would become a default) under,
      or materially impair such Loan Party’s rights or alter the rights or obligations
      of any third party under, or give to others any rights of termination,
      amendment, acceleration or cancellation of, or result in the creation of any
      Encumbrance on any of the properties or assets of the Parent Guarantor, the
      Company or any of its Subsidiaries pursuant to, any Legal Requirement or
      material agreement to which such Loan Party or any of its Subsidiaries is a
      party or instrument, order, writ, judgment, injunction or decree to which any
      Loan Party or any of its Subsidiaries is a party, except for any such conflicts,
      violations, breaches, defaults or other occurrences that would not, individually
      or in the aggregate, have a Material Adverse Effect on the Parent Guarantor,
      the
      Company or any of its Subsidiaries.

     

    
      
         

      

      
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    (b) The
      execution and delivery of this Agreement and the other Loan Documents by the
      Company does not, and the performance of its Obligations hereunder will not,
      require any consent, approval, authorization or permit of, or filing with or
      notification to, any Governmental Authority, except (i) for applicable
      requirements, if any, of the U.S. Securities Act of 1933, as amended (the
“Securities
      Act”),
      the
      Securities Exchange Act of 1934, as amended or applicable U.S. state securities
      laws (“Blue
      Sky Laws”),
      and
      the rules and regulations thereunder, (ii) appropriate documents received
      from or filed with the relevant authorities of other jurisdictions in which
      the
      Company is licensed or qualified to do business, and (iii) where the failure
      to
      obtain such consents, approvals, authorizations or permits, or to make such
      filings or notifications, would not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect on the Company or
      prevent the parties hereto from performing their obligations under any of the
      Loan Documents.

     

    4.6 Compliance.

     

    (a) The
      Loan
      Parties have complied with and are not in violation of any Legal Requirements
      with respect to the conduct of their business, or the ownership or operation
      of
      their respective business, except for failures to comply or violations which,
      individually or in the aggregate, have not had and are not reasonably likely
      to
      have a Material Adverse Effect on such Loan Party. The businesses and activities
      of the Loan Parties have not been and are not being conducted in violation
      of
      any Legal Requirements except for violations which, individually or in the
      aggregate, have not had and are not reasonably likely to have a Material Adverse
      Effect on such Loan Party. The Loan Parties are not in default or violation
      of
      any term, condition or provision of any applicable Charter Documents. The Loan
      Parties are not in default or violation of any term, condition or provision
      of
      any agreement to which either Loan Party is a party, except for defaults or
      violations in connection with such agreements which, individually or in the
      aggregate, have not had and are not reasonably likely to have a Material Adverse
      Effect on such Loan Party. Except as set forth on Section 4.6(a) of the Company
      Disclosure Schedules, no written notice of non-compliance with any Legal
      Requirements has been received by any Loan Party or any of its
      Subsidiaries.

     

    (b) Section
      4.6(b) of the Company Disclosure Schedules provides a complete list of all
      pending and outstanding Government Grants granted to the Loan Parties and any
      grants received from the OCS. The Company is in material compliance with all
      of
      the terms, conditions and requirements of its Government Grants and has duly
      fulfilled in all material respects all the undertakings relating thereto. The
      Loan Parties have no knowledge of any intention of the Investment Center or
      the
      OCS to revoke or materially modify any of the Government Grants or that the
      Investment Center or the OCS believes that the Loan Parties are not in
      compliance in all material respects with the terms of any Government
      Grant.

     

    
      
         

      

      
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    4.7 Financial
      Statements.

     

    (a) The
      Company has provided to the Lenders a correct and complete copy of the audited
      consolidated financial statements (including any related notes thereto) of
      the
      Parent Guarantor and its Subsidiaries for the fiscal years ended December 31,
      2005, December 31, 2004 and December 31, 2003 (the “Financial
      Statements”).
      The
      Financial Statements were prepared in accordance with GAAP applied on a
      consistent basis throughout the periods involved (except as may be indicated
      in
      the notes thereto), and each are correct and complete and fairly presents the
      consolidated financial position of the Parent Guarantor, the Company and their
      Subsidiaries at the respective dates thereof and the results of its operations
      and cash flows for the periods indicated.

     

    (b) The
      accounts and notes receivable of the Parent Guarantor, the Company and its
      Subsidiaries reflected on the balance sheets included in the Financial
      Statements (i) arose from bona fide sales transactions in the ordinary course
      of
      business and are payable on ordinary trade terms, (ii) are legal, valid and
      binding obligations of the respective debtors enforceable in accordance with
      their terms, except as such may be limited by bankruptcy, insolvency,
      reorganization, or other similar laws affecting creditors’ rights generally, and
      by general equitable principles, (iii) are not subject to any valid set-off
      or
      counterclaim except to the extent set forth in such balance sheet contained
      therein, (iv) are collectible in the ordinary course of business consistent
      with
      past practice in the aggregate recorded amounts thereof, net of any applicable
      reserve reflected in such balance sheet referenced above, and (v) are not the
      subject of any actions or proceedings brought by or on behalf of the Parent
      Guarantor, the Company or any of their Subsidiaries.

     

    4.8 No
      Undisclosed Liabilities.
      Neither
      the Parent Guarantor, the Company nor any of their Subsidiaries has any
      liabilities (absolute, accrued, contingent or otherwise) or forward or long-term
      commitments that are not disclosed in the Financial Statements or in the notes
      thereto and except as disclosed therein, there are no unrealized or anticipated
      losses from any commitments of the Parent Guarantor, the Company or any of
      their
      Subsidiaries; other than such liabilities arising in the ordinary course of
      the
      Parent Guarantor’s or the Company’s business and consistent with past practice
      since December 31, 2005, none of which would have a Material Adverse Effect
      on
      the Parent Guarantor, the Company or any of their Subsidiaries.

     

    4.9 Absence
      of Certain Changes or Events.
      Since
      December 31, 2005 there has not been, except where it would not have a Material
      Adverse Effect on the Parent Guarantor, the Company or any of their Subsidiaries
      and except as permitted and/or required by the Merger Agreement (a) any material
      liability incurred by the Parent Guarantor, the Company or any of their
      Subsidiaries, other than current liabilities incurred in the ordinary course
      of
      business consistent in type and amount with past practices, (b) any material
      asset or property of the Parent Guarantor, the Company or any of their
      Subsidiaries made subject to any Encumbrance of any kind (except pursuant to
      the
      Security Documents), (c) any cancellation of any debt owed to or claim held
      by
      the Parent Guarantor, the Company or any of their Subsidiaries, (d) any payment
      of dividends on, or other distribution with respect to, or any direct or
      indirect redemption, purchase or acquisition of, any shares of the capital
      stock
      or other securities of the Parent Guarantor, the Company or any of their
      Subsidiaries., (f) any disposition of any tangible or intangible material asset
      of the Parent Guarantor, the Company or any of their Subsidiaries, (g) any
      loan by the Parent Guarantor, the Company or any of their Subsidiaries to any
      officer, director, employee, consultant, agent, Affiliate or stockholder of
      the
      Parent Guarantor, the Company or any of their Subsidiaries (other than advances
      to such persons in the ordinary course of business consistent with past
      practices in connection with bona fide business expenses), (h) any damage,
      destruction or loss (whether or not covered by insurance) of any asset of the
      Parent Guarantor, the Company or any of their Subsidiaries, (i) any
      extraordinary increase, direct or indirect, in the compensation paid or payable
      to any officer, director, employee, consultant or agent of the Parent Guarantor,
      the Company or any of their Subsidiaries, (j) any write-down of the value of
      any
      inventory, or any write-off as uncollectible of any account or note receivable
      of the Parent Guarantor, the Company or any of their Subsidiaries that is not
      consistent in type and amount with the Parent Guarantor’s, the Company’s or any
      of their Subsidiaries’ past practices or for which adequate amounts had not been
      reserved, (k) any change in the accounting methods, practices or policies
      followed by the Parent Guarantor, the Company or any of their Subsidiaries
      or
      any change in depreciation or amortization policies or rates theretofore
      adopted, which has not been adequately provided for or disclosed in the
      Financial Statements.

     

    
      
         

      

      
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    4.10 Litigation.
      There
      are no claims, suits, actions, investigations pending or proceedings pending
      or,
      to the knowledge of any Loan Party, threatened against any Loan Party or any
      of
      their Subsidiaries before any court, governmental department, commission,
      agency, instrumentality or authority, or any arbitrator that seeks to restrain
      or enjoin the consummation of the transactions contemplated by this Agreement
      or
      which could reasonably be expected, either singularly or in the aggregate with
      all such claims, actions or proceedings, to have a Material Adverse Effect
      in
      the aggregate on any Loan Party or have a Material Adverse Effect on the ability
      of the Loan Parties to consummate the transactions contemplated by the Loan
      Documents.

     

    4.11 Labor
      Matters.

     

    (a) The
      Company and the Parent Guarantor are not a party to any collective bargaining
      agreement or other labor union contract applicable to persons employed by the
      Company or the Parent Guarantor nor does the Company
      or the
      Parent Guarantor know of any activities or proceedings of any labor union to
      organize any such employees.

     

    (b) Each
      employee and consultant of the Company and the Parent Guarantor is terminable
      “at
      will”
subject
      to applicable notice periods as set forth by law or in the employment agreement,
      but in any event not more than ninety (90) days, and there are no agreements
      or
      understandings between the Loan Parties and any of its employees or consultants
      that their employment or services will be for any particular period. The Loan
      Parties are not aware that any of its officers or key employees intends to
      terminate his or her employment with such Loan Party. Such Loan Party is in
      compliance in all material respects and, to the Loan Parties’ knowledge, each of
      its employees and consultants is in compliance in all material respects, with
      the terms of the respective employment and consulting agreements between the
      Loan Parties and such individuals. There are not, and there have not been,
      any
      oral or informal arrangements, commitments or promises between the Loan Parties
      and any employees or consultants of the Loan Parties that have not been
      documented as part of the formal written agreements between any such individuals
      and the Loan Parties that have been made available to the Lenders.

     

    
      
         

      

      
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    (c) All
      Loan
      Party obligations to provide statutory severance pay to its employees in Israel
      are fully funded or accrued on the Financial Statements and any Loan Party
      has
      no knowledge of any circumstance that could give rise to any valid claim by
      a
      current or former employee for compensation on termination of employment (beyond
      the statutory severance pay to which employees are entitled). All amounts that
      the Loan Parties are legally or contractually required either (x) to deduct
      from
      its employees’ salaries or to transfer to such employees’ pension or provident,
      life insurance, incapacity insurance, continuing education fund or other similar
      funds or (y) to withhold from its employees’ salaries and benefits and to pay to
      any Governmental Authority as required by applicable Legal Requirements have,
      in
      each case, been duly deducted, transferred, withheld and paid, and the Loan
      Parties do not have any outstanding obligation to make any such deduction,
      transfer, withholding or payment. There are no pending, or to the Loan Parties’
knowledge, threatened or reasonably anticipated claims or actions against the
      Loan Parties by any employee in connection with such employee’s employment or
      termination of employment by the Loan Parties.

     

    (d) No
      employee or former employee of the Company, the Parent Guarantor or any of
      their
      Subsidiaries is owed any wages, benefits or other compensation for past services
      (other than wages, benefits and compensation accrued in the ordinary course
      of
      business during the current pay period and any accrued benefits for services,
      which by their terms or under applicable law, are payable in the future, such
      as
      accrued vacation, recreation leave and severance pay).

     

    4.12 Restrictions
      on Business Activities.
      There
      is no agreement, commitment, judgment, injunction, order or decree binding
      upon
      the Parent Guarantor, the Company or any of their Subsidiaries or their assets
      or to which the Parent Guarantor, the Company or any of their Subsidiaries
      is a
      party which has the effect of prohibiting or materially impairing any
      acquisition of property by the Parent Guarantor, the Company or any of their
      Subsidiaries or the conduct of business by the Parent Guarantor, the Company
      or
      any of their Subsidiaries as currently conducted other than such effects,
      individually or in the aggregate, which have not had and could not reasonably
      be
      expected to have a Material Adverse Effect on any of the Parent Guarantor,
      the
      Company or any of their Subsidiaries.

     

    4.13 Title
      to Property.

     

    (a) Neither
      the Company nor the Parent Guarantor presently owns and has not in the past
      owned any real property. There are no options or other contracts under which
      the
      Company or the Parent Guarantor has a right or obligation to acquire any real
      property.

     

    (b) All
      leases of real property held by the Company or by the Parent Guarantor, and
      all
      personal property and other property and assets of the Company or of the Parent
      Guarantor owned, used or held for use in connection with the business of the
      Company or of the Parent Guarantor (the “Personal
      Property”)
      are
      shown or reflected on the balance sheet included in the Financial Statements.
      The Loan Parties own and have good and marketable title to the Personal
      Property, and all such Personal Property is in each case held free and clear
      of
      all Encumbrances.

     

    
      
         

      

      
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    (c) The
      Loan
      Parties have valid leasehold interest in all properties, assets and other rights
      which they purport to lease or which are reflected as leased on their books
      and
      records, free and clear of all Encumbrances except Permitted Encumbrances,
      and
      subject to the terms and conditions of the applicable leases. All leases of
      property are in full force and effect without the necessity for any consent
      which has not previously been obtained upon consummation of the transactions
      contemplated hereby except to the extent failure to do so would not cause a
      Material Adverse Effect. All leases pursuant to which the Loan Parties lease
      from others material real or Personal Property are valid and effective in
      accordance with their respective terms, and there is not, under any of such
      leases, any existing material default of any Loan Party or, to the Loan Parties’
knowledge, any other party (or any event which with notice or lapse of time,
      or
      both, would constitute a material default thereunder).

     

    4.14 Taxes.

     

    (a) For
      the
      purposes of this Agreement, “Tax”
or
      “Taxes”
refers
      to any and all federal, state, local, foreign taxes or any other taxes,
      including, without limitation, gross receipts, income, profits, sales, use,
      occupation, value added, ad valorem, transfer, franchise, withholding, payroll,
      recapture, employment, excise and property taxes, assessments and duties
      together with all interest, penalties and additions imposed with respect to
      any
      such amounts, any obligations under any agreements or arrangements with any
      other person with respect to any such amounts, any liability of a predecessor
      entity for any such amounts and any taxes or liability with respect thereto
      arising under Treasury Regulation Section 1.1502-6 or comparative provision
      of
      state, local or foreign law.

     

    (b) The
      Parent Guarantor, the Company and their Subsidiaries have timely filed all
      federal, state, local and foreign returns, estimates, information statements
      and
      reports relating to Taxes (“Returns”)
      required to be filed by the Parent Guarantor, the Company and their Subsidiaries
      with any tax authority. All such Returns are true, correct and complete in
      all
      material respects. The Parent Guarantor, the Company and their Subsidiaries
      have
      paid all Taxes (whether or not shown to be due on such Returns) that have become
      due and payable on or before the date hereof, except for Taxes which are being
      contested in good faith and for which adequate reserves have been established
      in
      accordance with GAAP. As of the Closing Date, there are no arrangements or
      waivers extending the statutory period of limitations applicable to any federal
      income tax return of the Loan Parties or their Subsidiaries for any
      period.

     

    (c) All
      Taxes
      that the Parent Guarantor, the Company and their Subsidiaries are required
      by
      law to withhold or collect have been duly withheld or collected, and have been
      timely paid over to the proper tax authorities to the extent due and
      payable.

     

    (d) There
      are
      no material Tax deficiencies outstanding, assessed or, to the knowledge of
      the
      Company or the Parent Guarantor, threatened against the Company or the Parent
      Guarantor or any of their Subsidiaries, nor has the Parent Guarantor, the
      Company or their Subsidiaries executed any waiver of any statute of limitations
      or extended any period for the assessment or collection of any Tax.

     

    (e) No
      audit
      or other examination of any Return of the Parent Guarantor, the Company and
      their Subsidiaries by any tax authority is presently pending, nor has the Parent
      Guarantor, the Company and their Subsidiaries been notified of any request
      for
      such an audit or other examination.

     

    
      
         

      

      
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    (f) No
      adjustment relating to any Returns filed by the Parent Guarantor, the Company
      and their Subsidiaries has been proposed in writing, formally or informally,
      by
      any tax authority to the Parent Guarantor, the Company or their Subsidiaries
      or
      any representative thereof.

     

    (g) There
      are
      no Tax liens upon the assets of the Company, except liens for current Taxes
      not
      yet due and payable.

     

    (h) The
      Parent Guarantor, the Company and their Subsidiaries are not liable for the
      Taxes of any Person, is not currently under any contractual obligation to
      indemnify any Person with respect to Taxes (except for customary agreements
      to
      indemnify lenders) and is not a party to or bound by any Tax sharing
      agreement.

     

    4.15 Brokers;
      Third Party Expenses.
      The
      Parent Guarantor has incurred liability for brokerage, finders’ fees, agent’s
      commissions and other similar charges in connection with this Agreement and
      the
      transactions contemplated hereby. Shares of common stock, options, warrants
      or
      other securities of the Parent Guarantor are payable to certain third parties
      by
      the Parent Guarantor as a result of this Agreement. Such arrangements are fully
      described in Section 4.15 of the Company Disclosure Schedules.

     

    4.16 Intellectual
      Property Rights.

     

    (a) Section
      4.16(a) of the Company Disclosure Schedules lists all of the Parent Guarantor’s,
      the Company’s and their Subsidiaries’ Intellectual Property Rights (the
“Company
      IP List”),
      and
      all licenses, sublicenses or other agreements pertaining to any Intellectual
      Property Rights of third-parties to which the Parent Guarantor, the Company
      and
      their Subsidiaries are a party or used by any of the Parent Guarantor, the
      Company or their Subsidiaries in its business within the past 3 years. Each
      of
      the patent applications included in the Company IP List has been filed with
      the
      U.S. Patent and Trademark Office or other appropriate office in the applicable
      jurisdiction and is a current active application pending review by such
      office.

     

    (b) The
      Company and the Parent Guarantor collectively own all right, title and interest
      in and to, or are licensed or otherwise possess a valid and enforceable right
      to
      use, all the Company Intellectual Property Rights without known possible alleged
      or actual conflict with the rights of others, except to the extent that failure
      to have such rights would not reasonably be expected to have a Material Adverse
      Effect. The Company and the Parent Guarantor have full right and power to pledge
      in favor of the Lenders all of the Company’s and the Parent Guarantor’s title,
      rights and interest in and to the Company Intellectual Property Rights free
      and
      clear of Encumbrances, except to the extent that failure to have such right
      and
      power would not reasonably be expected to have a Material Adverse
      Effect.

     

    (c) No
      claims
      have been asserted against the Company or the Parent Guarantor or any licensee
      of the Company or the Parent Guarantor, and no claims are pending against the
      Company or the Parent Guarantor or any licensee of the Company or the Parent
      Guarantor, and to their knowledge no claims are threatened by any Person (i)
      regarding the Company’s or the Parent Guarantor’s or such licensee’s use of any
      of the Company Intellectual Property Rights; or (ii) regarding infringement
      of
      such Person’s rights (including, without limitation, Intellectual Property
      Rights) resulting from the operation of the business of the Company or the
      Parent Guarantor as such business was conducted by the Company or the Parent
      Guarantor prior to the Closing Date.

     

    
      
         

      

      
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    (d) Other
      than agreements entered into in the ordinary course of business and which are
      listed on Section 4.16(d) of the Company Disclosure Schedules, the Company
      and
      the Parent Guarantor are not a party to any agreement pursuant to which any
      third party has any right to manufacture, reproduce, distribute, market or
      exploit any of the Company Intellectual Property Rights or any adaptations,
      translations, or derivative works based on the Company Intellectual Property
      Rights or any portion thereof.

     

    (e) No
      Company employee or employees of any of the Parent Guarantor’s Subsidiaries is
      in violation of any material term of any employment contract, patent disclosure
      agreement, confidentiality, noncompetition and/or non-solicitation agreement
      or
      any other contract or agreement with the Company or any Affiliate of the Company
      or, to the Company’s knowledge, any former employer of such employee with
      respect to the Company Intellectual Property Rights. 

     

    (f) All
      Company employees, Parent Guarantor employees and employees of all of the Parent
      Guarantor’s Subsidiaries are party to and bound by valid and enforceable
      contracts with Company, Parent Guarantor, or Parent Guarantor’s Subsidiaries, as
      applicable and where legal, whereby said employees are required: to assign
      all
      right, title and interest in and to any and all inventions of said employees
      and
      patents or patent applications directed thereto, to Company, Parent Guarantor,
      or Parent Guarantor’s Subsidiaries; to carry out all necessary and reasonable
      actions, upon request, to effect such assignment; to maintain the confidential
      nature of the Company Intellectual Property Rights.

     

    4.17 Insurance.
      Section
      4.17 of the Company Disclosure Schedules contains a list of all insurance
      policies and fidelity bonds covering the assets, business, equipment,
      properties, operations, employees, officers and directors (collectively, the
      “Insurance
      Policies”)
      of the
      Loan Parties and each such policy is valid and in full force and effect. No
      notice of cancellation or termination has been received, no claim made and
      no
      ground exists to conceal or avoid the Insurance Policies or to reduce coverage
      thereby by the Loan Parties with respect to the Insurance Policies. Except
      as
      disclosed in Section 4.17 of the Company Disclosure Schedules, to the Company’s
      knowledge, there are no pending claims against such insurance by the Loan
      Parties as to which the insurers have denied coverage or otherwise reserved
      rights. Such Insurance Policies provide adequate coverage from reputable and
      financially sound insurers in amounts sufficient to insure the assets and risks
      of each Loan Party in accordance with prudent business practice in the industry
      of the Loan Parties.

     

    4.18 Governmental
      Actions/Filings.
      The
      Parent Guarantor, the Company and their Subsidiaries have been granted and
      hold,
      and have made, all Governmental Actions/Filings necessary for the Loan Parties
      to own, lease and operate their properties or to carry on their business as
      it
      is now being conducted and as presently proposed to be conducted. Each such
      Governmental Action/Filing is in full force and effect and, except as set forth
      in Section 4.18 of the Company Disclosure Schedules, will not expire prior
      to
      December 31, 2006, and the Loan Parties are in compliance with all of their
      obligations with respect thereto. No event has occurred and is continuing which
      requires or permits, or after notice or lapse of time or both would require
      or
      permit, and consummation of the transactions contemplated by this Agreement
      or
      any ancillary documents will not require or permit (with or without notice
      or
      lapse of time, or both), any modification or termination of any such
      Governmental Actions/Filings. Except as set forth in Section 4.18 of the Company
      Disclosure Schedules, no Governmental Action/Filing is necessary to be obtained,
      secured or made by the Loan Parties to enable it to continue to conduct its
      businesses and operations and use its properties after the Closing Date in
      a
      manner which is consistent with current practice.

     

    
      
         

      

      
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    For
      purposes of this Agreement, the term “Governmental
      Action/Filing”
shall
      mean any franchise, license, certificate of compliance, authorization, consent,
      order, permit, approval, consent or other action of, or any filing, registration
      or qualification with, any federal, state, municipal, foreign or other
      governmental, administrative or judicial body, agency or authority.

     

    4.19 Interested
      Party Transactions.
      No
      employee, officer, director or stockholder of the Parent Guarantor, the Company
      or any of their Subsidiaries (each an “Interested
      Party”)
      or a
      member of his or her immediate family is indebted to the Parent Guarantor,
      the
      Company or any of their Subsidiaries, nor is the Parent Guarantor, the Company
      or any of their Subsidiaries indebted (or committed to make loans or extend
      or
      guarantee credit) to any of them, other than (i) for payment of salary for
      services rendered, (ii) reimbursement for reasonable expenses incurred on behalf
      of the Parent Guarantor, the Company and their Subsidiaries, and (iii) for
      other
      employee benefits made generally available to all employees. No Interested
      Party
      has any direct or indirect ownership interest in any Person with whom the Parent
      Guarantor, the Company or their Subsidiaries is affiliated or with whom the
      Parent Guarantor, the Company or their Subsidiaries have a contractual
      relationship, or in any Person that competes with the Parent Guarantor, the
      Company or their Subsidiaries, except that each employee, stockholder, officer
      or director of Parent Guarantor, the Company or any of their Subsidiaries and
      members of their respective immediate families may own less than 5% of the
      outstanding stock in publicly traded companies that may compete with the Parent
      Guarantor, the Company or their Subsidiaries. To the knowledge of the Loan
      Parties, no officer, director or 5% stockholder or any member of their immediate
      families is, directly or indirectly, interested in any material agreement to
      which the Parent Guarantor, the Company or their Subsidiaries is a party (other
      than such contracts as relate to any such Person’s ownership of capital stock or
      other securities of the Company or such Person’s employment with the Parent
      Guarantor, the Company or their Subsidiaries).

     

    4.20 Certain
      Business Practices.
      The
      Company and the Parent Guarantor have not: (a) used any funds for unlawful
      contributions, gifts, entertainment or other unlawful expenses relating to
      political activity; (b) made any unlawful payment to foreign or domestic
      government officials or employees or to foreign or domestic political parties
      or
      campaigns or violated any provision of the Foreign Corrupt Practices Act of
      1977, as amended; or (c) made any other unlawful payment.

     

    4.21 Priority
      of Obligations and Security Interests.

     

    (a) All
      Obligations will constitute senior obligations of the Company and the Parent
      Guarantor (as applicable) having priority over any other obligations of the
      Company or the Parent Guarantor, subject only to the obligations secured by
      the
      Pre-Existing Encumbrances and, for the avoidance of doubt, the Company’s
      obligations secured by the Ampa Security Interest (as defined in Section 4.22(e)
      below), which shall rank senior to the Obligations. Anything to the contrary
      notwithstanding, the parties agree and acknowledge that Company’s or the Parent
      Guarantor’s obligations under the Leumi Guarantors’ Agreement shall rank equally
      with the Obligations. The Leumi Guarantors shall enter into the appropriate
      Intercreditor Agreement.

     

    
      
         

      

      
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    (b) The
      security interests granted by the Company and by the Parent Guarantor to the
      Lenders pursuant to the Security Documents shall rank senior to any other
      security interests granted by the Company
      and the
      Parent Guarantor, except that, for the avoidance of any doubt: (i) with respect
      to any items of collateral subject to any of the Pre-Existing Encumbrances,
      for
      so long as the Pre-Existing Encumbrances remain outstanding, the Lenders shall
      not have a charge or pledge in such items of collateral, and once the
      Pre-Existing Encumbrances are terminated, such items of collateral shall be
      considered part of the Collateral and the charges and pledges in favour of
      the
      Lenders with respect to such items of collateral shall be first ranking charges
      and pledges, and (ii) with respect the Ampa Collateral (as defined in Section
      4.22(e) below), for so long as the Ampa Security Interest remains outstanding,
      the Lenders shall not have a charge or pledge in the Ampa Collateral, and once
      the Ampa Security Interest is terminated, any then-existing items of the Ampa
      Collateral shall be considered part of the Collateral and the charges and
      pledges in favour of the Lenders with respect to such then-existing items of
      the
      Ampa Collateral shall be first ranking charges and pledges. Anything to the
      contrary notwithstanding, the parties agree and acknowledge that only the Leumi
      Guarantors’ Security Interests (as defined in Section 4.22(d) below) shall rank
      equally with the security interests granted in the Security Documents to the
      Lenders.

     

    4.22 Existing
      Credit Lines/Security Interests.
      Below
      is a description of all material existing obligations and Encumbrances of the
      Company and/or the Parent Guarantor:

     

    (a) The
      Parent Guarantor has entered into that certain Loan and Security Agreement
      dated
      as of August 8, 2003 and that certain Loan and Security Agreement dated as
      of
      October 22, 2004 with Venture Lending and Leasing III, Inc. and Venture Lending
      and Leasing IV, Inc. (Collectively “WTI”
and
      the
“WTI
      Facility”)
      pursuant to which the Company and the Parent Guarantor granted WTI a blanket
      lien on all of the Company’s assets and on all of the assets of the Parent
      Guarantor, such liens including 65% of the Parent Guarantor’s shares in the
      Company and 100% of the shares of the Parent Guarantor in the Subsidiary Neo
      Mobile Inc. (collectively, the “WTI
      Security Interests”).
      As of
      the date of this Agreement, the outstanding debt under the WTI Facility is
      $1,030,702.27 (the “Outstanding
      WTI Debt”).
      The
      Company and the Parent Guarantor have undertaken to repay the Outstanding WTI
      Debt in full as a condition to the Closing, provided the Lenders pay an amount
      equal to the Outstanding WTI Debt out of any Loan amount directly to WTI on
      the
      Closing Date.

     

    (b) The
      Parent Guarantor obtained a credit line and a loan from Bank Leumi Le’Israel
      Ltd. (respectively, “Bank
      Leumi”
and
      the
“Leumi
      Credit Line”).
      The
      Leumi Credit Line is guaranteed by Gemini and Landa (collectively, the
“Leumi
      Guarantors”).
      As of
      the date of this Agreement, the commitment under the Leumi Credit Line is
      $8,000,000 and the aggregate principal amount of advances outstanding under
      the
      Leumi Credit Line plus all accrued and unpaid interest thereon is
      $7,800,000.00 (collectively
      with any future amounts owed by the Parent Guarantor under the Leumi Credit
      Line, the “Leumi
      Debt”).
      The
      Leumi Credit Line will remain outstanding until the Repayment Date, and in
      the
      event the ITAC/IXI Merger does not close, until the Maturity Date.

     

    
      
         

      

      
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    (c) The
      Company has obtained a loan from Bank Leumi (the “Second
      Leumi
      Loan”).
      The
      Second Leumi Loan is guaranteed by one of the two Leumi
      Guarantors.
      As of
      the date of this Agreement, the aggregate principal amount outstanding of the
      Second Leumi Loan is $2,000,000.00, plus
      all
      accrued and unpaid interest thereon. The Company has undertaken to repay the
      Second Leumi Loan in full as a condition to the Closing, provided the Lenders
      pay an amount equal to the Second Leumi Loan out of any Loan amount directly
      to
      Bank Leumi on the Closing Date.

     

    (d) The
      Parent Guarantor has entered into an agreement with the Leumi Guarantors (the
      “Leumi
      Guarantors’ Agreement”)
      pursuant to which, among other things: (i) the Parent Guarantor is obligated
      to
      repay the Leumi Guarantors any part of the Leumi Debt assumed by any of the
      Leumi Guarantors and to indemnify the Leumi Guarantors for any amounts paid
      by
      the Leumi Guarantors to Bank Leumi pursuant to their guaranty of the Leumi
      Credit Line and any related make-whole and other amounts payable by the Parent
      Guarantor in connection with such guaranty; (ii) as consideration for the
      guaranty provided and continued by the Leumi Guarantors, the Leumi Guarantors
      will receive: (A) in the event the ITAC/IXI Merger becomes effective and subject
      and conditioned upon the ITAC/IXI Merger becoming effective, a total amount
      of
      Two Hundred Forty Thousand (240,000) shares of ITAC Stock (as defined above),
      and, additionally, (B) an amount equal to the balance between the Basic Interest
      Rate and the interest rate owed under the Leumi Credit Line calculated on
      $8,000,000 for the Period commencing on the date on which the guaranty of the
      Leumi Guarantors was extended and ending on the Repayment Date (if the ITAC/IXI
      Merger closes) or on the First Interest Payment Date (if the ITAC/IXI Merger
      does not close) (depending on when any interest first gets repaid to the
      Lenders); (iii) in addition to the consideration set forth in Subsection
      (c)(iii) above, to secure the Parent Guarantor’s obligations pursuant to the
      Leumi Guarantors’ Agreement, concurrently with the execution of this Agreement,
      the Parent Guarantor is granting the Leumi Guarantors the same security
      interests provided to the Lenders by the Security Documents (collectively,
      the
“Leumi
      Guarantors’ Security Interests”)
      with
      such Leumi Guarantors’ Security Interests ranking equally with any security
      interests provided to the Lenders by the Security Documents. The transactions
      described in this Section 4.22(d) above shall collectively be referred to
      hereunder as the “Leumi
      Guarantors’ Arrangement”.

     

    (e) The
      Company has entered, or as soon as practicable following the execution of this
      Agreement may enter, into a factoring arrangement with AMPA Capital Ltd., or
      any
      other entity providing PO factoring facilities, (collectively, “Ampa”),
      pursuant to which: (i) Ampa has agreed to provide the Company funding for any
      costs and expenses related to supply by the Company of certain devices ordered
      from the Company by 1&1 Internet AG (“1&1”)
      in
      Purchase Order No. 4500000457 dated March 20, 2006 and in Purchase Order No.
      4500000575 dated April 10, 2006 (collectively, the “1&1
      Purchase Orders”),
      and
      (ii) in exchange for said funding by Ampa, the Company has agreed to charge
      and
      pledge by way of first ranking fixed charge in favor of Ampa (the “Ampa
      Security Interest”)
      on all
      receivables and/or monies arising from time to time from the 1&1 Purchase
      Orders, any and all letters of credit related thereto and any and all items
      of
      inventory used in the supply of the 1&1 Purchase Orders and any contractual
      right pertaining thereto (the “Ampa
      Collateral”).
      

     

    
      
         

      

      
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    4.23 Status
      of the Pledged Collateral.
      All the
      shares of capital stock, partnership interests or LLC interests or other equity
      interests included in the Pledged
      Collateral to
      be
      pledged pursuant to the Loan Documents are or will be upon issuance validly
      issued and nonassessable and owned beneficially and of record by the pledgor
      free and clear of any Encumbrance or restriction on transfer, except as
      otherwise provided by the Loan Documents except as the right of the Lender
      to
      dispose of the Shares, partnership interests or LLC interests may be limited
      by
      the Securities Act of 1933, as amended, and the regulations promulgated by
      the
      Securities and Exchange Commission thereunder and by applicable state securities
      laws. There are no shareholder, partnership, limited liability company or other
      agreements or understandings with respect to the Shares included in the Pledged
      Collateral except for the partnership agreements and limited liability company
      agreements described on Section 4.23 of the Company Disclosure Schedules. The
      Loan Parties have delivered true and correct copies of such partnership
      agreements and limited liability company agreements to the Lender.

     

    4.24 Material
      Contracts; Burdensome Restrictions.
      Section
      4.24 of the Company Disclosure Schedules lists as of the Closing Date all
      material contracts relating to the business operations of the Loan Parties,
      including all employee benefit plans and labor contracts. All such material
      contracts are valid, binding and enforceable upon the Loan Parties and each
      of
      the other parties thereto in accordance with their respective terms except
      to
      the extent any lack of such validity, binding effect or enforceability would
      not
      cause a Material Adverse Effect, and there is no default thereunder, to the
      Loan
      Parties’ knowledge, with respect to parties other than the Loan Parties except
      for defaults of the Loan Parties which would not cause a Material Adverse
      Effect. No Loan Party is nor is any Subsidiary of any Loan Party bound by any
      contractual obligation, or subject to any restriction in any organization
      document, or any requirement of Laws which could result in a Material Adverse
      Effect. For purposes of this Section, a “material contract” means a contract
      that obligates a Loan Party to pay money in an amount, or provide services
      valued, in excess of $5,000,000 during any 12-month period.

     

    4.25 Investment
      Companies; Regulated Entities.
      None of
      the Loan Parties is an “investment company” registered or required to be
      registered under the Investment Company Act of 1940 or under the “control” of an
“investment company” as such terms are defined in the Investment Company Act of
      1940 and shall not become such an “investment company” or under such “control.”
No Loan Party is subject to any other Federal or state statute or regulation
      limiting its ability to incur Indebtedness for borrowed money.

     

    4.26 Employment
      Matters.
      Each
      Loan Party is in compliance with all applicable federal, state and local labor
      and employment laws including those related to equal employment opportunity
      and
      affirmative action, labor relations, minimum wage, overtime, child labor,
      medical insurance continuation, worker adjustment and relocation notices,
      immigration controls and worker and unemployment compensation, where the failure
      to comply would constitute a Material Adverse Effect. There are no outstanding
      grievances, arbitration awards or appeals therefrom arising out of any labor
      contracts or current or, to the Loan Parties’ knowledge, threatened strikes,
      picketing, handbilling or other work stoppages or slowdowns at facilities of
      the
      Loan Parties which in any case would constitute a Material Adverse
      Effect.

     

    4.27 Environmental
      Matters.
      Except
      as set forth on Section 4.27 of the Company Disclosure Schedules, as of the
      Closing Date, there are no violations, or allegations thereof in writing, of
      any
      Environmental Law applicable to any Property and, to the knowledge of the Loan
      Parties, to any property of any predecessor of the Loan Parties or its
      Subsidiary.

     

    
      
         

      

      
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    4.28 Stockholder
      Approval.
      The
      Stockholders of the Company listed on Section 4.3(a) of the Company Disclosure
      Schedules have executed a stockholder consent adopting and approving the Loan
      Documents (other than the ITAC Certification) and such stockholders hold the
      requisite amount of shares of Company Common Stock and Company Preferred Stock,
      voting together as a single class, necessary for the adoption of this Agreement
      and the other Loan Documents (other than the ITAC Certification) and the
      approval of the transactions contemplated hereunder and thereunder, including
      but not limited to, (i) the 9th
      Amended
      and Restated Certificate of Incorporation, (ii) the issuance of any IXI Stock
      and (iii) the ITAC Merger by the stockholders of the Company in accordance
      with applicable Legal Requirements.

     

    4.29 Anti-Terrorism
      Laws.

     

    (a) General.
      None of
      the Loan Parties or any of their Subsidiaries, nor or any Affiliate of any
      Loan
      Party, is in violation of any Anti-Terrorism Law or engages in or conspires
      to
      engage in any transaction that evades or avoids, or has the purpose of evading
      or avoiding, or attempts to violate, any of the prohibitions set forth in any
      Anti-Terrorism Law.

     

    (b) Executive
      Order No. 13224.

     

    (i) None
      of
      the Loan Parties, nor or any Affiliate of any Loan Party, or their respective
      agents acting or benefiting in any capacity in connection with the Loans or
      other transactions hereunder, is any of the following (each a “Blocked
      Person”):

     

    (1) a
      Person
      that is listed in the annex to, or is otherwise subject to the provisions of,
      the Executive Order No. 13224;

     

    (2) a
      Person
      owned or controlled by, or acting for or on behalf of, any Person that is listed
      in the annex to, or is otherwise subject to the provisions of, the Executive
      Order No. 13224;

     

    (3) a
      Person
      or entity with which any bank is prohibited from dealing or otherwise engaging
      in any transaction by any Anti-Terrorism Law;

     

    (4) a
      Person
      or entity that commits, threatens or conspires to commit or supports
“terrorism”
      as defined in the Executive Order No. 13224;

     

    (5) a
      Person
      or entity that is named as a “specially designated national” on the most current
      list published by the U.S. Treasury Department Office of Foreign Asset Control
      at its official website or any replacement website or other replacement official
      publication of such list, or

     

    (6) a
      person
      or entity who is affiliated or affiliated with a person or entity listed
      above.

     

    
      
         

      

      
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    No
      Loan
      Party or to the knowledge of any Loan Party, any of its agents acting in any
      capacity in connection with the Loans or other transactions hereunder
      (i) conducts any business or engages in making or receiving any
      contribution of funds, goods or services to or for the benefit of any Blocked
      Person, or (ii) deals in, or otherwise engages in any transaction relating
      to,
      any property or interests in property blocked pursuant to the Executive Order
      No. 13224.

     

    4.30 Updates
      to Schedules.
      Should
      any of the information or disclosures provided on the Company Disclosure
      Schedules attached hereto become outdated or incorrect in any material respect,
      the Company shall provide the Lenders in writing with such revisions or updates
      to such Schedule as may be necessary or appropriate to update or correct same
      as
      soon as available but no later than ninety (90) days after the end of each
      quarter of each of its financial years. Such revisions shall become effective
      upon such Loan Party’s delivery of the same to the Lender together with a
      certificate of an authorized officer, that such revision and restatement
      reflects changes that are permitted by this Agreement and the other Loan
      Documents but no such update or revision shall constitute a waiver of any breach
      under any Loan Document. Notwithstanding the foregoing, any transaction of
      any
      of the Loan Parties approved by the Lenders pursuant to the terms of this
      Agreement shall be considered an update of the Company Disclosure Schedules
      without any further action on the part of the Company.

     

    4.31 Solvency,
      Etc.
      On the
      Closing Date and after giving effect to the borrowing hereunder and the use
      of
      the proceeds thereof, with respect to each Loan Party, individually,
      (a) the fair value of its assets is greater than the amount of its
      liabilities (including disputed, contingent and unliquidated liabilities) as
      such value is established and liabilities evaluated, (b) the present fair
      saleable value of its assets is not less than the amount that will
      be required to pay the probable liability on its debts as they become
      absolute and matured, (c) it is able to realize upon its assets
      and pay its debts and other liabilities (including disputed, contingent and
      unliquidated liabilities) as they mature in the normal course of business,
      (d) it does not intend to, and does not believe that it will, incur
      debts or liabilities beyond its ability to pay as such debts and liabilities
      mature, and (e) it is not engaged in business or a transaction, and is not
      about
      to engage in business or a transaction, for which its property would constitute
      unreasonably small capital.

     

    4.32 Representations
      and Warranties Complete.
      The
      representations and warranties of the Loan Parties included in this Agreement
      and any of the other Loan Documents and any list, statement, document or
      information set forth in, or attached to, any Schedule provided pursuant to
      this
      Agreement or any of the other Loan Documents or delivered hereunder or
      thereunder, are accurate, true and complete in all material respects and do
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements contained
      therein not misleading, under the circumstance under which they were
      made.

     

    ARTICLE
      V


     

    REPRESENTATIONS,
      AGREEMENTS AND UNDERTAKINGS OF THE LENDERS

     

    Each
      of
      the Lenders, severally but not jointly, hereby represents to the Loan Parties
      that:

     

    
      
         

      

      
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    5.1 Requisite
      Power and Authority.
      The
      Lenders have all requisite power and authority to execute, deliver and perform
      the Loan Documents and to consummate the transactions contemplated thereby
      and
      hereby. The execution, delivery and performance of the Loan Documents by such
      Lender, the fulfillment of and the compliance with the respective terms and
      provisions hereof and the due consummation of the transactions contemplated
      hereby, have been duly and validly authorized by all necessary action on the
      part of such Lender. The Loan Documents, when executed and delivered by such
      Lender, will constitute valid and legally binding obligations of such Lender,
      enforceable in accordance with their terms except as limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance,
      and
      other laws of general application affecting enforcement of creditors’ rights
      generally, and as limited by laws relating to the availability of specific
      performance, injunctive relief or other equitable remedies.

     

    5.2 Investment
      Representations.

     

    (a) This
      Agreement is made with such
      Lender
      in reliance upon such
      Lender’s representation to the Company (to the extent the Lender is entitled to
      any equity securities of the Company), which by such
      Lender’s execution of this Agreement such
      Lender
      hereby confirms, that, for so long as the Notes, the
      ITAC
      Stock, the ITAC Warrants, the shares of Common Stock issuable upon exercise
      of
      the ITAC Warrants,
      the
      shares of Optional Conversion Stock and any shares of Common Stock issuable
      upon
      conversion Optional Conversion Stock (if applicable) (collectively, the
“Securities”)
      are
      not covered by an effective registration statement under the Securities Act,
      such
      Lender
      will be acquiring the Securities for its own account, for investment and not
      with a view to the distribution of any part thereof, nor with any intention
      of
      distributing the same of any part thereof. By executing this Agreement,
such
      Lender
      further represents that such
      Lender
      does not presently have, and will not enter into, any contract, undertaking,
      agreement or arrangement with any person to sell, transfer or grant
      participation to such person or to any third person, with respect to any of
      the
      Securities and such
      Lender
      has not been formed for the specific purpose of acquiring such
      securities.

     

    (b) Such
      Lender understands that the Securities have not been nor will they be registered
      under the Securities Act by reason of their issuance or potential issuance
      in a
      transaction exempt from the registration requirements of the Securities Act,
      and
      that they must be held indefinitely unless a subsequent disposition thereof
      is
      registered under the Securities Act or is exempt from registration. Such Lender
      recognizes that because of these restrictions such Lender will have to bear
      the
      economic risk of part of such Lender’s investment for an indefinite period of
      time. Such Lender has adequate means for providing for such Lender’s financial
      needs and personal contingencies and has no need for liquidity in such Lender’s
      Securities.

     

    (c) Such
      Lender understands that the exemption from registration afforded by Rule 144
      (the provisions of which are known to such Lender) promulgated under the
      Securities Act depends on the satisfaction of various conditions and that,
      if
      applicable, Rule 144 may only afford the basis for sales under certain
      circumstances and only in limited amounts.

     

    (d) Such
      Lender has had a reasonable time prior to the date hereof to ask questions
      and
      receive answers concerning the terms and conditions of the offering (or
      potential offering) of the Securities, as well as the business, properties,
      prospects and financial condition of the Company, and to obtain any additional
      information which the Company possesses or could acquire without unreasonable
      effort or expense, and has generally such knowledge and experience in business
      and financial matters and with respect to investments in securities of privately
      held companies as to enable such Lender to understand and evaluate the risks
      of
      such investment and form an investment decision with respect thereto. In
      addition, such Lender represents that it has received all the information it
      requested for deciding whether to purchase the Securities. The foregoing,
      however, does not limit or modify the representations and warranties of the
      Company set forth in this Agreement. In addition, such Lender is able to bear
      the economic risk of the transaction contemplated by this
      Agreement.

     

    
      
         

      

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

     

    (f) If
      the
      Lender is an individual, then the Lender resides in the state or province
      identified in the address of the Lender set forth on the Schedule of Lenders;
      if
      the Lender is a partnership, corporation, limited liability company or other
      entity, then the office or offices of the Lender in which its investment
      decision was made is located at the address or addresses of the Lender set
      forth
      in the Schedule of Lenders.

     

    5.3 Brokers
      and Finders.
      No
      Person acting on behalf or under the authority of such Lender is or will be
      entitled to any broker’s, finder’s, or similar fee or commission in connection
      with the transactions contemplated hereby.

     

    5.4 Legends.
      It is
      understood that the Securities may bear a legend in substantially the form
      set
      forth below and any other legend required by any Blue Sky Laws or other laws
      of
      any state of the United States to the extent such laws are applicable to the
      securities represented by the certificate so legended:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES
      LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND MAY
      NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISTRIBUTED
      WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
      COUNSEL (OR WRITTEN WAIVER THEREOF FROM THE ISSUER) IN A FORM REASONABLY
      SATISFACTORY TO THE ISSUER THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
      WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

     

    The
      Company need not register a transfer of such legended securities, and may also
      instruct its transfer agent not to register the transfer of such legended
      securities, unless the conditions specified in the foregoing legends are
      satisfied.

     

    
      
         

      

      
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    5.5 Existing
      Credit Lines.
      Each of
      the Lenders hereby acknowledges and agrees as follows:

     

    (a) The
      Lenders shall pay the Outstanding WTI Debt directly to WTI out of any Loan
      amount on the Closing Date, subject to the Company providing the Lenders on
      the
      Closing Date with the written document described in Section 6.1(o) below duly
      executed by WTI.

     

    (b) In
      the
      event the ITAC/IXI Merger closes, the Leumi Credit Line will remain outstanding
      until the Repayment Date, and in the event the ITAC/IXI Merger does not close,
      until the Maturity Date.

     

    (c) The
      terms
      of the Leumi Guarantors’ Arrangement described in Section 4.22(d) above, as well
      as the right of the Leumi Guarantors to assume any amount of the Leumi Debt
      and
      their right to participate in an Optional Conversion and to receive ITAC Stock,
      ITAC Warrants or IXI Warrants in connection therewith (as applicable), are
      acceptable to the Lenders in their entirety. The Lenders agree that their
      foregoing consent is irrevocable.

     

    (d) Each
      of
      the Lenders hereby covenants and agrees, from time to time after the Closing
      Date, at the Company’s request and without further consideration, to execute and
      deliver such consents and instruments and to take such other action as the
      Company may reasonably require in order to effectively vest in the Leumi
      Guarantors the Leumi Guarantors’ Security Interests.

     

    5.6 Priority
      of Obligations and Security Interests.
      Each of
      the Lenders hereby acknowledges and agrees to the Company’s representations and
      exceptions thereto set forth in Section
      4.22
      above.

     

    5.7 Use
      of Proceeds.
      The
      Lenders acknowledge and agree to the use by the Company of the proceeds of
      the
      Loans for the purposes set out in Section 7.20 below.

     

    ARTICLE
      VI


     

    CONDITIONS
      TO CLOSING; POST CLOSING COVENANTS

     

    6.1 Conditions
      to Closing.
      The
      obligation of Lenders to advance the Loans on the Closing Date is subject to
      the
      fulfillment of the following conditions and to the receipt by the Lenders of
      the
      documents described below, duly executed and in form and substance satisfactory
      to Lenders and their counsel, and the undertaking by the Company of its
      obligations hereunder on the Closing Date is subject to the fulfillment of
      the
      following:

     

    (a) Accuracy
      of representations and warranties.
      The
      representations and warranties of the Loan Parties contained in Articles IV
      shall be true and correct in all material respects on and as of such date as
      if
      made on and as of such date. The representations and warranties of ITAC
      contained in the ITAC Certification shall be true and correct in all material
      respects on and as of the Closing Date, as if made on such date.

     

    (b) Performance.
      The
      Loan Parties shall have performed and complied with all agreements, obligations
      and conditions contained in the Loan Documents that are required to be performed
      or complied with by any one of them prior to the Closing Date.

     

    
      
         

      

      
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    (c) Approvals.
      All
      material governmental and third party approvals necessary in connection with
      the
      Loan Documents, the continuing operations of the Loan Parties and the
      transactions contemplated hereby shall have been obtained and be in full force
      and effect.

     

    (d) Lien
      Searches.
      The
      Lenders shall have received the results of recent lien searches in Israel and
      in
      Washington D.C. and the state of Delaware, U.S.A., and such search shall reveal
      no liens on any of the assets of the Company or the
      Parent
      Guarantor
      except
      for Permitted Encumbrances, and the liens specified in Section 4.22 which will
      be discharged within the timeframe set forth therein.

     

    (e) Qualifications.
      The
      Loan Parties shall have obtained any and all consents (including the consent
      of
      the OCS as well as all other governmental or regulatory consents, approvals,
      or
      authorizations required in connection with the valid execution and delivery
      of
      this Agreement and the other Loan Documents), permits, and waivers necessary
      or
      appropriate for consummation of the transactions contemplated by this Agreement
      and the other Loan Documents, and the same shall be effective as of the Closing
      Date.

     

    (f) Company
      Compliance Certificate.
      The
      Chief Executive Officer of the Parent
      Guarantor shall
      deliver to the Lenders at the Closing a certificate certifying that the
      conditions specified in Sections 6.1(a) (save for any reference to ITAC
      representations and warranties) through 6.1(c) and in Section 6.1(e) have been
      fulfilled as to the Loan Parties.

     

    (g) Loan
      Documents.
      The
      Lenders shall have received the Notes, the Guaranty Agreement, any Account
      Control Agreements, the ITAC Certification, the First Ranking Debenture, First
      Ranking Security Agreement, any Intercreditor Agreements,
      any IP
      Security Agreements, together
      with the UCC-1 financing statements in respect of the First Ranking Security
      Agreements, duly executed by the parties thereto, together with all appropriate
      financing statements and appropriate stock powers and certificates evidencing
      the Company Shares,
      as well
      as such other documents and instruments as the Lenders may reasonably request
      to
      effectuate the intents and purposes of this Agreement. The Parent
      Guarantor
      authorizes Lender to cause to be filed any such UCC-1 financing statements
      in
      such locations as the Lender may deem appropriate and further authorizes the
      description of the assets as “all assets” thereunder.

     

    (h) Corporate
      Proceedings of the
      Loan Parties.
      The
      Lenders shall have received a copy of resolutions of the Board of Directors
      of
      each of the Loan Parties, authorizing the execution, delivery and performance
      of
      any of the Loan Documents to which each of them is a party certified by the
      Secretary or an Assistant Secretary of each of the Loan Parties, which
      certificate shall state that the resolutions thereby certified have not been
      amended, modified, revoked or rescinded.

     

    (i) Corporate
      Proceedings of ITAC.
      The
      Lenders shall have received (i) a copy of resolutions of the Board of Directors
      of the ITAC, authorizing the execution, delivery and performance of the ITAC
      Certification, certified by the Secretary or an Assistant Secretary of ITAC,
      which certificate shall state that the resolutions thereby certified have not
      been amended, modified, revoked or rescinded.

     

    
      
         

      

      
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    (j) Legal
      Opinions.
      The
      opinion of legal counsel for the Loan Parties substantially in the forms
      attached hereto as Exhibit
      G-1 and G-2,
      as well
      as opinion of legal counsel for ITAC in form and substance reasonably
      satisfactory to the Lenders.

     

    (k) Officer’s
      Certificate.
      An
      Officer’s Certificate of each Loan Party certifying (i) the representations and
      warranties of each of the Loan Parties contained in Article IV and in each
      of
      the other Loan Documents executed on the Closing Date shall be true and accurate
      on and as of the Closing Date with the same effect as though such
      representations and warranties had been made on and as of such date (except
      representations and warranties which relate solely to an earlier date or time,
      which representations and warranties shall be true and correct on and as of
      the
      specific dates or times referred to therein), and (ii) each of the Loan Parties
      shall have performed and complied with all covenants and conditions hereof
      and
      thereof, (iii) no Event of Default or potential Event of Default shall have
      occurred or shall exist, and (iv) such Loan Party shall have obtained any and
      all consents (including the consent of the OCS as well as all other governmental
      or regulatory consents, approvals, or authorizations required in connection
      with
      the valid execution and delivery of this Agreement and the other Loan
      Documents), permits, and waivers necessary or appropriate for consummation
      of
      the transactions contemplated by this Agreement and the other Loan Documents,
      and the same shall be effective as of the Closing Date

     

    (l) Secretary’s
      Certificate.
      There
      shall be delivered to the Lender a certificate dated the Closing Date and signed
      by the Secretary or an Assistant Secretary of each of the Loan Parties,
      certifying as to the appropriateness or validity of documents, as applicable,
      of:

     

    (i) all
      action taken by such Loan Party in connection with this Agreement and the other
      Loan Documents;

     

    (ii) the
      names
      of the officer or officers authorized to sign this Agreement and the other
      Loan
      Documents and the true signatures of such officer or officers and specifying
      the
      authorized officers permitted to act on behalf of such Loan Party for purposes
      of this Agreement and the other Loan Documents and the true signatures of such
      officers, on which the Lenders may conclusively rely;

     

    (iii) copies
      of
      its organizational documents, including its certificate of incorporation,
      bylaws, certificate of limited partnership, partnership agreement, certificate
      of formation, and limited liability company agreement as in effect on the
      Closing Date certified by the appropriate state official where such documents
      are filed in a state office together with certificates from the appropriate
      state officials as to the continued existence and good standing of each Loan
      Party in each state where organized or qualified to do business;

     

    (iv) copy
      of
      the Merger Agreement together with all schedules and exhibits and any amendments
      thereto; 

     

    (v) copy
      of
      the Board of Directors and Stockholder resolutions authorizing the execution,
      delivery and performance of the Merger Agreement.

     

    (m) Legal
      Details.
      All
      legal details and proceedings in connection with the transactions contemplated
      by this Agreement and the other Loan Documents shall be in form and substance
      satisfactory to the Lender and counsel for the Lender, and the Lender shall
      have
      received all such other counterpart originals or certified or other copies
      of
      such documents and proceedings in connection with such transactions, in form
      and
      substance satisfactory to the Lender and said counsel, as the Lender or said
      counsel may reasonably request.

     

    
      
         

      

      
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    (n) No
      MAE.
      Since
      the execution of this Agreement there shall not have been a Material Adverse
      Effect on the Parent Guarantor, the Company or any of their
      Subsidiaries.

     

    (o) ITAC/IXI
      Merger.
      The
      Merger Agreement shall be in full force and effect and there shall be no
      defaults, prepayment events or creation of liens under debt instruments or
      other
      agreements as a result of the ITAC/IXI Merger and all consents, approvals and
      authorizations required in connection with the valid execution of the Merger
      Agreement have been obtained.

     

    (p) 9th
      Amended and Restated Certificate of Incorporation.
      The
      Lenders shall have received evidence from the appropriate governmental authority
      of the proper filing of the 9th Amended
      and Restated Certificate of Incorporation, and such Certificate shall be
      effective as of the Closing Date.

     

    (q) Financials.
      The
      Lenders shall have received the most recently available monthly consolidated
      and
      consolidating financial statements of the Parent Guarantor, the Company and
      their Subsidiaries.

     

    (r) Compliance
      with Laws.
      The
      Company and the Parent Guarantor shall be in compliance with all applicable
      Legal Requirements (including but not limited to ERISA (as defined in Section
      9.1(g) below), margin regulations and environmental laws).

     

    (s) WTI
      Encumbrances.
      The
      Lenders shall have received a written document duly executed by WTI authorizing
      the Israeli Registrar of Companies (the “Registrar
      of Companies”)
      to
      terminate all charges registered with the Registrar of Companies in favor of
      WTI
      in connection with the WTI Facility and authorizing the Company or the Parent
      Guarantor (as applicable) to file termination statements (Forms UCC-3) with
      any
      applicable U.S. Governmental Authority effectuating the termination of all
      financing statements registered in favor of WTI with any such U.S. Governmental
      Authority.

     

    (t) Consent
      to Joinder (ITAC).
      The
      Lenders shall have received a written document signed by ITAC and by the
      individuals or entities consisting of the majority required for an amendment
      of
      the Registration Rights Agreement, evidencing the consent of such parties to
      the
      joinder of the Lenders as parties to the Registration Rights Agreement,
      effective on the closing of the ITAC/IXI Merger and the Lenders becoming
      stockholders of IXI.

     

    (u) Consent
      to Joinder (IXI). The
      Lenders shall have received a written document signed by Parent Guarantor and
      by
      the individuals or entities consisting of the majority required for an amendment
      of the Parent Guarantor's Amended and Restated Stockholders Agreement made
      as of
      August 24, 2004, as amended, as well as a written document signed by Parent
      Guarantor and by the individuals or entities consisting of the majority required
      for an amendment of the Parent Guarantor's Amended and Restated Investors Rights
      Agreement made as of August 24, 2004, as amended, evidencing the consent of
      such
      parties to the joinder of the Lenders as parties to such Agreements, effective
      on the occurrence of an optional conversion pursuant to Section 3.2(b) above
      and
      the Lenders becoming stockholders of Parent Guarantor.

     

    
      
         

      

      
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    (v) No
      Violation of Legal Requirements.
      The
      making of the Loans shall not contravene any Laws applicable to the Loan Parties
      or the Lender.

     

    (w) No
      Actions or Proceedings.
      No
      action, proceeding, investigation, regulation or legislation shall have been
      instituted, threatened or proposed in writing before any court, governmental
      agency or legislative body to enjoin, restrain or prohibit, or to obtain damages
      in respect of, this Agreement, the other Loan Documents or the consummation
      of
      the transactions contemplated hereby or thereby or which, in the Lender’s sole
      discretion, would make it inadvisable to consummate the transactions
      contemplated by this Agreement or any of the other Loan Documents.

     

    (x) OCS
      Undertaking.
      The
      Lenders shall have executed the document attached hereto as Exhibit K as
      required by the OCS.

     

    (y) Appointment
      of Agent.
      The
      Loan Parties shall have appointed an Agent for Service of Process as required
      pursuant to Section 9.11.

     

    (z) Search
      Results; Lien Terminations.
      The
      Lender shall have received certified copies of Uniform Commercial Code search
      reports (including without limitations lien searches in Israel, Washington,
      D.C.
      and the state of Delaware) or other lien searches dated a date reasonably near
      to the Closing Date, listing all effective financing statements which name
      any
      Loan Party (under their respective present names and any previous names) as
      debtors, together with (i) copies of such financing statements, (ii) payoff
      letters evidencing repayment in full of any debt to be repaid, the termination
      of all agreements relating thereto and the release of all Liens granted in
      connection therewith, with Uniform Commercial Code or other appropriate
      termination statements and documents effective to evidence the foregoing (other
      than Permitted Encumbrances and the Liens specified in Section 6.2(a) below
      which will be subsequently discharged pursuant to Section 6.2(a), and (iii)
      such
      other Uniform Commercial Code termination statements and Israeli termination
      statements as the Lender may reasonably request.

     

    (aa) Filings,
      Registrations and Recordings.
      The
      Lenders shall have received each document (including Uniform Commercial Code
      financing statements) required by the Loan Documents or under Law or reasonably
      requested by the Lender to be filed, registered or recorded in order to create
      in favor of the Lender, a perfected Lien on the collateral described therein,
      prior to any other Liens (other than Permitted Encumbrances) in proper form
      for
      filing, registration or recording.

     

    6.2 Post
      Closing Covenants.

     

    (a) The
      Loan
      Parties covenant and agree to provide the Lenders no later than 10 Business
      Days
      following the Closing Date, evidence of filing satisfactory to the Lenders
      and
      their counsel, such termination statement and such other documents evidencing
      the termination of all charges registered with the Registrar of Companies in
      favor of WTI in connection with the WTI facility 

     

    (b) The
      Loan
      Parties covenant and agree to provide the Lenders no later than 10 Business
      Days
      following the Closing Date, evidence of filing satisfactory to the Lenders
      and
      their counsel of such UCC financing statements, Israeli debenture registrations,
      collateral assignments, account control agreements, and termination statements,
      with respect to the Collateral as the Lenders shall reasonably
      request.

     

    
      
         

      

      
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    (c) The
      Loan
      Parties shall have delivered evidence acceptable to the Lenders that adequate
      insurance in compliance with Section 7.16 Insurance, is in full force and effect
      and that all premiums then due thereon have been paid, together with a certified
      copy of the Loan Parties’ casualty insurance policy or policies evidencing
      coverage reasonably satisfactory to the Lender, with additional insured,
      mortgagee and lender loss payable special endorsements attached thereto in
      form
      and substance reasonably satisfactory to the Lender and its counsel naming
      the
      Lender as additional insured, mortgagee and lender loss payee.


     

    ARTICLE
      VII


     

    COVENANTS
      OF THE LOAN PARTIES

     

    7.1 Duration.
      The
      covenants in this Article VIII remain in force from the date of this Agreement
      for so long as any amount is or may be outstanding under this Agreement or
      any
      of the other Loan Documents. All of those covenants (and any undertakings or
      restrictions in any other clause of the Loan Documents) are cumulative, and
      accordingly none of them shall (except to the extent expressly stated) be
      limited by any exception to any other undertaking or by implication from the
      terms of any other undertaking.

     

    7.2 Affirmative
      and Negative Covenants.
      Each
      Loan Party, jointly and severally, covenants and agrees that until payment
      in
      full of the Loans, and interest thereon, satisfaction of all of the Loan
      Parties’ other Obligations under the Loan Documents (other than contingent
      indemnification obligations to the extent no claims giving rise thereto have
      been asserted), the Loan Parties shall comply at all times with the covenants
      contained in Article VII.

     

    7.3 Financial
      Information.
      The
      Loan Parties shall supply to the Lenders:

     

    (a) As
      soon
      as available but no later than one hundred twenty (120) days after and as of
      the
      end of each financial reporting year, a complete copy of the Parent Guarantor’s
      consolidated audit report, which shall include balance sheet, income statement,
      statement of changes in equity and statement of cash flows for such year, on
      a
      consolidated basis, prepared in accordance with United States GAAP, and
      certified by an independent certified public accountant selected by the Company
      or the Parent Guarantor (as applicable) and reasonably satisfactory to the
      Lenders (the “Accountant”).
      The
      Accountant’s certification shall not be qualified or limited due to a restricted
      or limited examination by the Accountant of any material portion of the
      Company’s records or otherwise.

     

    (b) As
      soon
      as available but no later than ninety (90) days after the end of each quarter
      of
      each of its financial years,
      unaudited interim financial statements of the the Parent Guarantor, the Company
      and all of their Subsidiaries as of the end of such period, on a consolidated
      basis, prepared in accordance with United States GAAP (except that they may
      exclude notes and period-end accruals required by GAAP) and attested by an
      authorized representative of the Company (e.g., the Company’s chief financial
      officer) as being complete and correct in all material respects and fairly
      presenting the consolidated financial position and the results of operations
      of
      the Parent Guarantor, the Company and all of their Subsidiaries for such
      quarter.

     

    
      
         

      

      
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    (c) Such
      other statements, lists of property and accounts (including, without limitation,
      the Collateral), budgets, forecasts, reports, or other information as the
      Lenders may from time to time reasonably request. 

     

    7.4 Other
      Information.

     

    (a) The
      Loan
      Parties shall supply to the Lenders:

     

    (i) promptly
      upon becoming aware of them, details of any litigation, arbitration or
      administrative proceedings of a material nature relating to the Loan Parties
      or
      to any of their Subsidiaries which are current, threatened or pending, and,
      together, in each case, with details of how it proposes to conduct the
      litigation, arbitration or proceedings or otherwise resolve the dispute in
      question; and

     

    (ii) forthwith,
      details of any event of which it is aware which may have a Material Adverse
      Effect on the Loan Parties or any of their Subsidiaries; and

     

    7.5 Accounting
      Records.
      Maintain adequate books, accounts and records, and prepare all financial
      statements in accordance with GAAP to the extent applicable (except for certain
      non-cash adjustments by year-end and certain adjustments that may be made as
      a
      result of an audit), and in compliance with the regulations of any governmental
      or regulatory authority having jurisdiction over the Loan Parties or any of
      their businesses; and upon reasonable prior notice, permit employees or agents
      of the Lenders at such reasonable times during normal business hours as the
      Lenders may request, at the Loan Parties’ expense, to inspect the Loan Parties’
properties, and to examine, and make copies and memoranda of the Loan Parties’
books, accounts and records subject to any confidentiality and nondisclosure
      requirements that the Loan Parties may reasonably request. Notwithstanding
      the
      foregoing, if no Event of Default has occurred, the Lenders shall limit such
      inspections to no more than once every six months.

     

    7.6 Notification
      of Event of Default.
      The
      Company shall notify the Lenders of, immediately upon it becoming aware of
      any
      of the following:

     

    (a) any
      Event
      of Default or potential Event of Default with the passing of time is reasonably
      likely to become an Event of Default (and the steps, if any, being taken to
      remedy it); and

     

    (b) any
      event
      of default or potential event of default arising under any material agreement
      entered into by the Loan Parties.

     

    7.7 Authorizations.
      The
      Loan Parties shall promptly obtain, maintain and comply with the terms of any
      authorization required at any relevant time under any law or regulation to
      enable it to perform its obligations under, or for the validity or
      enforceability of, any Loan Document.

     

    
      
         

      

      
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    7.8 Negative
      Pledge.
      The
      Loan Parties shall not, and shall ensure that their Subsidiaries shall not,
      create or permit to subsist any Encumbrance on any of its present or future
      assets.

     

    7.9 Transfer
      of Assets.
      The
      Loan Parties shall not, and shall ensure their Subsidiaries do not, sell,
      transfer, lease, license, abandon, or otherwise dispose of (a “Transfer”)
      any
      assets except (i) non-exclusive licenses of Company Intellectual Property Rights
      in the ordinary course of business consistent with industry practice, and
      exclusive licenses of Company Intellectual Property Rights granted by the
      Company or by the Parent Guarantor (as the case may be) that are limited to
      a
      field of use that is not the sole or primary field of use of such Company
      Intellectual Property Rights and is not being exploited by the Company or by
      the
      Parent Guarantor (as the case may be); (ii) Transfers of worn-out, obsolete
      or
      surplus property (each as determined by the Company in its reasonable judgment);
      (iii) Transfers constituting Permitted Encumbrances; (iv) disposals of assets
      in
      exchange for other assets comparable or superior as to type, value and quality
      and payment of cash as consideration for the acquisition of such assets; and
      (i)
      any other disposal approved by the Lenders (such approval not to be unreasonably
      withheld).

     

    7.10 Borrowings.
      The
      Loan Parties shall not at any time create, incur, assume or suffer to exist
      any
      Indebtedness except:

     

    (a) Indebtedness
      incurred for the acquisition of supplies of inventory on normal trade
      credit;

     

    (b) Leumi
      Credit Line;

     

    (c) Indebtedness
      in the ordinary course of business arising from the endorsement of any
“instrument,”
      as such term is defined in the UCC, now owned or hereafter acquired by the
      Company or by the Parent Guarantor (as the case may be) or in which the Company
      or the Parent Guarantor (as the case may be) now holds or hereafter acquires
      any
      interest;

     

    (d) Indebtedness
      of the Loan Parties under the Loan Document;

     

    (e) Trade
      payables and accrued expenses incurred in the ordinary course of business which
      are not represented by a promissory note or other evidence of indebtedness
      and
      which are not the subject of a genuine dispute or are not more than ninety
      (90)
      days past due or, if more than ninety (90) days past due, and for which adequate
      reserves in conformity with GAAP have been established on the books of the
      Loan
      Parties;

     

    (f) Any
      indebtedness approved by the Lenders prior to the Closing Date and listed on
      Section 4.13 of the Company Disclosure Schedules; and

     

    (g) Indebtedness
      incurred in connection with currency hedge transactions entered into by the
      Loan
      Parties or by any of their Subsidiaries (as the case may be). 

     

    
      
         

      

      
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    7.11 Mergers
      and Acquisitions.
      The
      Loan Parties shall not, and shall ensure their Subsidiaries do not, liquidate
      or
      dissolve; or enter into any consolidation, merger or other combination in which
      the stockholders of the Loan Parties or their Subsidiaries (as the case may
      be)
      immediately prior to such transaction own less than 50% of the voting stock
      of
      such Loan Party or of such Subsidiary (as the case may be) immediately after
      giving effect to such transaction or related series of such transactions; or
      sell all, or substantially all, of the Loan Party’s or any of their Subsidiary’s
      assets in a single transaction or related series of transactions, except for
      the
      ITAC/IXI Merger pursuant to the Merger Agreement as in effect on the Closing
      Date, so long as (A)-(B) are met in the following sentence. Additionally,
      notwithstanding the foregoing, the Loan Parties or their Subsidiaries (as the
      case may be) may consolidate, merge or sell all or substantially all its assets
      so long as: (A) the entity that results from such merger or consolidation,
      or
      proposes to purchase all, or substantially all, of the Company’s or the Parent
      Guarantor’s assets (as applicable, the “Surviving
      Entity”),
      shall have executed and delivered to the Lenders an agreement in form and
      substance reasonably satisfactory to the Lenders, containing an assumption
      by
      the Surviving Entity of the due and punctual payment and performance of all
      Obligations and performance and observance of each covenant and condition of
      the
      Company and the Parent Guarantor in the Loan Documents to which each is a party;
      (B) all such obligations of the Surviving Entity to the Lenders shall be
      guaranteed by any entity that directly or indirectly owns or controls more
      than
      50% of the voting stock of the Surviving Entity; (C) immediately after giving
      effect to such merger, consolidation or sale of assets, no Event of Default
      or,
      event which with the lapse of time or giving of notice or both, would result
      in
      an Event of Default shall have occurred; and (D) the credit risk to the Lenders,
      as determined in its sole discretion, of the Surviving Entity shall not be
      increased.  In determining whether the proposed merger, consolidation or
      sale of assets, would result in an increased credit risk, the Lenders may
      consider, among other things, changes in the Loan Parties’ (as the case may be)
      management team, employee base, access to equity markets, venture capital
      support, financial position and/or disposition of Intellectual Property Rights
      which may reasonably be anticipated as a result of the transaction. 
Notwithstanding anything to the contrary in this Section 7.11: (a) changes
      in
      ownership resulting from additional bona fide private equity financings by
      financial investors shall be permitted so long as all rights and obligations
      thereunder are subordinated to the rights and Obligations owed to the Lenders;
      and (b) the Parent Guarantor, the Company and their Subsidiaries shall be
      permitted to create additional direct or indirect subsidiaries so long as the
      Parent Guarantor, the Company or their Subsidiaries, as applicable, promptly
      pledges to the Lenders its ownership interest in each such subsidiary to secure
      the timely payment and performance of the Obligations and such Subsidiary
      guarantees the Obligations under the Loan documents by executing a Guaranty
      Joinder.

     

    7.12 Compliance
      with Laws and Payment of Taxes.

     

    (a) The
      Loan
      Parties shall comply (and shall ensure that the Subsidiaries comply) with all
      laws and regulations applicable to it to the extent that failure to do so would
      have a Material Adverse Effect.

     

    (b) The
      Loan
      Parties shall, and shall ensure that the Subsidiaries:

     

    (i) file,
      or
      procure the filing of, all Tax and informational returns that are required
      to be
      filed by it in any jurisdiction; and

     

    (ii) pay
      all
      its Taxes when due, except to the extent the Taxes are contested in good faith
      and by appropriate means, and a reserve reasonably regarded as adequate has
      been
      set aside for payment of those Taxes.

     

    
      
         

      

      
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    7.13 Change
      of Business.
      The
      Loan Parties shall not, and shall ensure that the Subsidiaries do not, engage
      in
      any material line of business other than the business the Parent Guarantor,
      the
Company
      and their Subsidiaries
      conduct
      as of the Closing Date or any business closely related or incidental
      thereto.

     

    7.14 Share
      Capital.
      The
      Parent Guarantor, the Company
      and their Subsidiaries shall
      not, without the prior consent of the Lenders purchase, cancel or redeem any
      of
      their share capital (other than repurchases from employees, directors, or
      consultants of the Company or the Parent Guarantor upon termination of their
      service with the Company or the Parent Guarantor).

     

    7.15 Distributions.
      The
      Loan Parties shall not, and shall ensure that none of their Subsidiaries shall
      pay any dividends or make any other distribution with respect to any of the
      Loan
      Parties’ or the Subsidiaries’ capital stock, share capital or equity interests,
      except dividends by the Subsidiaries to the Loan Parties.

     

    7.16 Insurance.
      Each
      Loan Party shall insure its properties and assets against loss or damage by
      fire
      and such other insurable hazards as such assets are commonly insured (including
      fire, extended coverage, property damage, workers’ compensation, public
      liability insurance) and against other risks in such amounts as similar
      properties and assets are insured by prudent companies in similar circumstances
      carrying on similar businesses, and with reputable and financially sound
      insurers, including self-insurance to the extent customary. At the request
      of
      the Lenders, the Loan Parties shall deliver to the Lender (x) within ninety
      (90)
      days after the Closing Date and annually thereafter an original certificate
      of
      insurance signed by the Loan Parties’ independent insurance broker describing
      and certifying as to the existence of the insurance on the Collateral required
      to be maintained by this Agreement and the other Loan Documents, together with
      a
      copy of the endorsement described in the next sentence attached to such
      certificate and (y) from time to time a summary schedule indicating all
      insurance then in force with respect to the Loan Parties. Such policies of
      insurance shall contain special endorsements, in form and substance reasonably
      acceptable to the Lender, which shall (i) specify the Lender as an additional
      insured, mortgagee and lender loss payee as its interests may appear, with
      the
      understanding that any obligation imposed upon the insured (including the
      liability to pay premiums) shall be the sole obligation of the Loan Parties
      and
      not that of the insured, (ii) provide that the interest of the Lender shall
      be
      insured regardless of any breach or violation by the Loan Parties of any
      warranties, declarations or conditions contained in such policies or any action
      or inaction of the Loan Parties or others insured under such policies, (iii)
      provide a waiver of any right of the insurers to set off or counterclaim or
      any
      other deduction, whether by attachment or otherwise, (iv) provide that any
      and
      all rights of subrogation which the insurers may have or acquire shall be,
      at
      all times and in all respects, junior and subordinate to the prior payment
      in
      full of the Obligations hereunder and that no insurer shall exercise or assert
      any right of subrogation until such time as the Obligations hereunder have
      been
      paid in full, (v) provide, except in the case of public liability insurance
      and
      worker’s compensation insurance, that all insurance proceeds for losses of less
      than $1,000,000 shall be adjusted with and payable to the Loan Parties and
      that
      all insurance proceeds for losses of $1,000,000 or more shall be adjusted with
      and payable to the Lenders, (vi) include effective waivers by the insurer of
      all
      claims for insurance premiums against the Lenders, (vii) provide that no
      cancellation of such policies for any reason (including non-payment of premium)
      nor any change therein shall be effective until at least thirty (30) days after
      receipt by the Lenders of written notice of such cancellation or change, (viii)
      be primary without right of contribution of any other insurance carried by
      or on
      behalf of any additional insureds with respect to their respective interests
      in
      the Collateral, and (ix) provide that inasmuch as the policy covers more than
      one insured, all terms, conditions, insuring agreements and endorsements (except
      limits of liability) shall operate as if there were a separate policy covering
      each insured. The Loan Parties shall notify the Lenders promptly of any
      occurrence causing a material loss or decline in value of the Collateral and
      the
      estimated (or actual, if available) amount of such loss or decline.

     

    
      
         

      

      
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    7.17 Maintenance
      of Properties and Leases.
      The
      Loan Parties shall maintain in good repair, working order and condition
      (ordinary wear and tear excepted) in accordance with the general practice of
      other businesses of similar character and size, all of those properties useful
      or necessary to its business, and from time to time, the Loan Parties will
      make
      or cause to be made all appropriate repairs, renewals or replacements thereof;
      provided that nothing in this Section 7.17 shall prevent the Loan Parties
      from discontinuing the operation and maintenance of any of its properties or
      any
      of those of its Subsidiaries if such discontinuance is desirable in the conduct
      of its or their business and does not, together with other such discontinuances
      in the aggregate, cause a Material Adverse Effect.

     

    7.18 Maintenance
      of Patents, Trademarks, Etc.
      The
      Loan Parties shall maintain in full force and effect all patents, patent
      applications, trademarks, trademark applications, service marks, service mark
      applications, domain name registrations, trade names, copyrights, licenses,
      franchises, permits and other authorizations necessary for the ownership and
      operation of its properties and business. The Loan Parties shall not abandon,
      lapse or otherwise allow to become abandoned, lapsed or expired (other than
      by
      natural expiration of full statutory term) any patents, patent applications,
      trademarks, service marks, trade names, copyrights, licenses, franchises,
      permits and other authorizations or assets included in the Company Intellectual
      Property Rights, without prior written consent of the Lenders.

     

    7.19 Conduct
      of Business.
      The
      Loan Parties shall, and shall ensure that each of their Subsidiaries
      shall:

     

    (a) maintain
      and preserve the Loan Parties’ and each of their Subsidiaries existence, present
      form of business, and all rights and privileges necessary in the normal course
      of its business. Keep all the property in good working order and condition,
      ordinary wear and tear and obsolescence excepted; and

     

    (b) in
      all
      material respects conduct their business in a reasonable and prudent manner
      in
      accordance with all applicable Laws and regulations and the terms of the Loan
      Documents; and

     

    (c) meet
      all
      of their material obligations as they fall due; and

     

    (d) promptly
      perform their material obligations, and enforce their material rights under
      each
      agreement to which they, or any of them, are a party.

     

    7.20 Use
      of Proceeds.
      The
      Loan Parties shall use the proceeds of the Loans solely for (i) working capital;
      (ii) other general corporate purposes, including payment of account payables
      of
      the Loan Parties; (iii) payment of any costs, fees and expenses related to
      the
      transactions contemplated by any of the Loan Documents; (iv) repayment of the
      Outstanding WTI Debt (as defined above) on the Closing Date to WTI; and (v)
      repayment of the Second Leumi Loan (as defined above) on the Closing Date to
      Bank Leumi. Notwithstanding the previous sentence, the Loan Parties shall not
      distribute more than $600,000 of the proceeds of the Loans to any of their
      Subsidiaries, unless prior to such distribution, (i) the
      Loan
      Parties or any of their Subsidiaries, as applicable, promptly pledges to the
      Lenders all of their ownership interest in each of their domestic Subsidiaries
      and 65% of its ownership interest in each of their foreign Subsidiaries to
      secure the timely payment and performance of the Obligations, in form and
      substance satisfactory to the Lender, and (ii) each such Subsidiary guarantees
      the Obligations under the Loan Documents by executing the Guaranty
      Joinder.

     

    
      
         

      

      
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    7.21 Amendments
      and Agreements.
      The
      Loan Parties shall not, directly or indirectly, terminate, cancel or suspend,
      or
      permit or consent to any termination, cancellation or suspension of, or enter
      into or consent to or permit an assignment of the rights or obligations of
      any
      party to, any material agreement pertaining to the business of any Loan Party
      as
      currently conducted or as currently proposed to be conducted to which it is
      a
      party without receiving the prior written consent of the Lenders (which shall
      not be unreasonably withheld).

     

    7.22 Special
      Collateral Covenants.
      The
      Loan Parties will:

     

    (a) Do
      all
      things reasonably necessary to maintain, preserve, protect and keep all
      Collateral in good working order and salable condition, ordinary wear and tear
      excepted and obsolescence, deal with the Collateral in all ways as are
      considered good practice by owners of like property, and use the Collateral
      lawfully and, to the extent applicable, only as permitted by the Loan Parties’
insurance policies (as applicable). The Loan Parties shall maintain, or cause
      to
      be maintained, materially complete and accurate records relating to the
      Collateral. Upon reasonable prior notice at reasonable times during normal
      business hours (but in no case more than once every six (6) months if no Event
      of Default has occurred), the Loan Parties hereby authorizes a representative
      appointed by the Majority Noteholders, to inspect the Collateral and to discuss
      the Collateral and the records relating thereto with the Loan Parties’ officers
      (as applicable).

     

    (b) Execute
      and deliver to the Lenders all financing statements, notices, instruments and
      other documents (including, without limitation, any filings with the United
      States Patent and Trademark Office, the Registrar of Companies and the Registrar
      of Pledges in Israel) from time to time reasonably requested by the Lenders
      to
      maintain either (i) a first fixed and floating security interest in the
      Collateral in favor of the Lenders (subject only to the exceptions set forth
      in
      Section 4.21 above), or (ii) a perfected security interest in the Collateral,
      in
      favor of the Lenders, except in each case to the extent a Permitted Encumbrance
      is permitted to be senior to, or pari-passu with, the Lenders’ security
      interest; perform such other acts and execute and deliver to the Lenders such
      additional conveyances, assignments, agreements and instruments, as the Lenders
      may at any time reasonably request in connection with the administration and
      enforcement of this Agreement or the Lenders’ rights, powers and remedies
      hereunder.

     

    (c) Not
      create, incur, assume or permit to exist any Encumbrance or grant any other
      Person a negative pledge on any Collateral, except Permitted
      Encumbrances.

     

    
      
         

      

      
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    (d) Without
      at least 30 days’ prior written notice to the Lenders: (i) not relocate any
      material portion of the Collateral, or establish a place of business at a
      location other than as in effect on the Closing Date; (ii) not change its name,
      mailing address, location of the Collateral (except as otherwise permitted
      herein); and (iii) not change its jurisdiction of organization or legal
      structure.

     

    (e) At
      the
      request of the Lenders, to the extent commercially practicable, firmly affix
      a
      decal, stencil or other marking to designated items of the Collateral,
      indicating thereon the security interest of the Lenders; provided, however,
      that
      the Lenders agree to not make such a request unless the Lenders reasonably
      believe that an event which would have a Material Adverse Effect with respect
      to, or cause confusion as to the identification of, such item of the Collateral
      or Lender’s security interests therein, is reasonably likely to
      occur.

     

    (f) Other
      than in the ordinary course of business or as determined in good faith, not
      make
      any material discount, credit, rebate or other reduction in the original amount
      owing on a right to payment or accept in satisfaction of a right to payment
      an
      amount materially less than the original amount thereof.

     

    7.23 Loans.
      The
      Loan Parties will not make or suffer to exist any loans, guaranties, advances,
      except:

     

    (a) Accounts
      receivable in the ordinary course of the Company’s or the Parent Guarantor’s
      business (as the case may be);

     

    (b) Temporary
      advances, including travel advances to employees, to cover incidental expenses
      to be incurred in the ordinary course of business;

     

    (c) Loans
      consisting of (i) employee relocation loans and other employee loans in the
      ordinary course of business not to exceed $100,000 in aggregate amount
      outstanding at any time and (ii) loans to employees, officers, consultants
      or
      directors relating to the purchase of equity securities of the Company or the
      Parent Guarantor pursuant to employee stock purchase plans or agreements
      approved by the Parent Guarantor’s or the Company's Board of Directors (as
      applicable);

     

    (d) Debt
      obligations received in connection with the bankruptcy or reorganization of
      customers or suppliers and in settlement of delinquent obligations of, and
      other
      disputes with, customers or suppliers arising in the ordinary course of
      business;

     

    (e) Notes
      receivable or, prepaid royalties and other credit obligations to customers
      and
      suppliers who are not Affiliates, in the ordinary course of
      business;

     

    (f) Endorsements
      of negotiable instruments for deposit or collection or similar transactions
      in
      the ordinary course of business; and

     

    (g) Deferred
      purchase obligations accepted in connection with Transfers permitted by Section
      7.9.

     

    
      
         

      

      
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    7.24 Transactions
      With Related Persons.
      The
      Loan Parties will not directly or indirectly enter into any material transaction
      with or for the benefit of a Related Person on terms more favorable to the
      Related Person than would have been obtainable in an “arms’ length” dealing
      unless such transaction is approved by the majority of the Parent Guarantor’s or
      the Company's disinterested directors (as applicable). For purposes of this
      Section 7.24 the term “Related
      Person”
means
      any Affiliate of the Parent Guarantor, or any officer, employee, director or
      equity security holder of the Company or any Affiliate.

     

    7.25 Compliance
      with Laws.
      Each
      Loan Party shall comply with all applicable Laws in all material respects,
      provided that it shall not be deemed to be a violation of this Section 7.25
      if
      any failure to comply with any Law would not result in fines, penalties,
      remediation costs, other similar liabilities or injunctive relief which in
      the
      aggregate would constitute a Material Adverse Effect. Without limiting the
      generality of the foregoing, or limiting any other subsection of this Section
      7.25, each Loan Party shall ensure, and cause each other Loan Party to ensure,
      that no person who owns a controlling interest in or otherwise controls a Loan
      Party is or shall be (i) in compliance, and cause each other Loan Party to
      comply, with all applicable Bank Secrecy Act (“BSA”)
      and
      anti-money laundering laws and regulations and (ii) pay, and cause each other
      Loan Party to pay, prior to delinquency, all taxes and other governmental
      charges against it or any collateral, as well as claims of any kind which,
      if
      unpaid, could become a Lien on any of its property; provided that the foregoing
      shall not require any Loan Party to pay any such tax or charge so long as it
      shall contest the validity thereof in good faith by appropriate proceedings
      and
      shall set aside on its books adequate reserves with respect thereto in
      accordance with GAAP and, in the case of a claim which could become a Lien
      on
      any collateral, such contest proceedings shall stay the foreclosure of such
      Lien
      or the sale of any portion of the collateral to satisfy such claim.

     

    7.26 Further
      Assurances.
      Each
      Loan Party shall, from time to time, at its expense, faithfully preserve and
      protect the Lender’s Liens on and first priority security interest in the
      Collateral as a continuing first priority perfected Lien, subject only to
      Permitted Encumbrances, and shall do such other acts and things as the Lender
      may reasonably deem necessary or advisable from time to time in order to
      preserve, perfect and protect the Liens granted under the Loan
      Documents.

     

    7.27 Anti-Terrorism
      Laws.
      The
      Loan Parties and their respective Affiliates and agents shall not (i) conduct
      any business or engage in any transaction or dealing with any Blocked Person,
      including the making or receiving any contribution of funds, goods or services
      to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage
      in any transaction relating to, any property or interests in property blocked
      pursuant to the Executive Order No. 13224; or (iii) engage in or conspire
      to engage in any transaction that evades or avoids, or has the purpose of
      evading or avoiding, or attempts to violate, any of the prohibitions set forth
      in the Executive Order No. 13224 or the USA Patriot Act. The Company shall
      deliver to the Lender any certification or other evidence requested from time
      to
      time by the Lender in its sole discretion, confirming Company’s compliance with
      this Section 7.27.

     

    7.28 Liens.
      The
      Loan Parties shall not at any time create, incur, assume or suffer to exist
      any
      Lien on any of their property or assets, tangible or intangible, now owned
      or
      hereafter acquired, or agree or become liable to do so, except Permitted
      Encumbrances.

     

    
      
         

      

      
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    7.29 Guaranties.
      The
      Loan Parties shall not at any time, directly or indirectly, become or be liable
      in respect of any Guaranty, or assume, guarantee, become surety for, endorse
      or
      otherwise agree, become or remain directly or contingently liable upon or with
      respect to any obligation or liability of any other Person, except for
      Guaranties of Indebtedness of the Loan Parties or other obligations permitted
      hereunder.

     

    7.30 Loans
      and Investments.
      The
      Loan Parties shall not at any time make or suffer to remain outstanding any
      loan
      or advance to, or purchase, acquire or own any stock, bonds, notes or securities
      of, or any partnership interest (whether general or limited) or limited
      liability company interest in, or any other investment or interest in, or make
      any capital contribution to, any other Person, or agree, become or remain liable
      to do any of the foregoing, except:

     

    (i) trade
      credit extended on usual and customary terms in the ordinary course of business;
      and

     

    (ii) advances
      to employees to meet expenses incurred by such employees in the ordinary course
      of business.

     

    7.31 Fiscal
      Year.
      The
      Loan Parties shall not change their fiscal year from the twelve-month period
      ending December 31.

     

    7.32 Changes
      in Documents.
      The
      Loan Parties shall not amend in any respect their certificate of incorporation
      (including any provisions or resolutions relating to capital stock), by-laws,
      certificate of limited partnership, partnership agreement, certificate of
      formation, limited liability company agreement or other organizational documents
      without providing at least thirty (30) calendar days’ prior written notice to
      the Lender and, in the event such change would be adverse to the Lender as
      determined by the Lender in its sole discretion, obtaining the prior written
      consent of the Lenders.

     

    7.33 Capital
      Expenditures.
      Loan
      Parties in the aggregate shall not make Capital Expenditures in excess of
      $500,000, each in any one fiscal year.

     

    7.34 Notice
      of Default.
      Promptly after any officer of any Loan Party has learned of the occurrence
      of an
      Event of Default or potential Event of Default, the Loan Parties shall provide
      Lender with a certificate signed by the Chief Executive Officer, President
      or
      Chief Financial Officer of the Loan Parties setting forth the details of such
      Event of Default or potential Default and the action which each Loan Party
      proposes to take with respect thereto.

     

    7.35 Notice
      of Litigation.
      Promptly after any officer of any Loan Party has learned thereof, the Loan
      Parties shall provide written notice to Lender of all actions, suits,
      proceedings or investigations before or by any Official Body or any other Person
      against the Loan Parties or any Subsidiary of any Loan Party which relate to
      the
      Collateral, involve a claim or series of claims in excess of $100,000 or which
      if adversely determined would constitute a Material Adverse Effect.

     

    7.36 Certain
      Events.
      Each of
      the Loan Parties shall provide written notice to the Lender:

     

    (a) at
      least
      thirty (30) calendar days prior thereto, with respect to any proposed sale
      or
      transfer of assets pursuant to Section 7.9;

     

    
      
         

      

      
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    (b) within
      the time limits set forth in Section 7.32, any amendment to the organizational
      documents of such Loan Party; and

     

    (c) at
      least
      thirty (30) calendar days prior thereto, with respect to any change in any
      such
      Loan Party’s locations from the locations set forth in this
      Agreement.

     

    ARTICLE
      VIII


     

    EVENTS
      OF DEFAULT; REMEDIES

     

    8.1 Events
      of Defaults.
      The
      occurrence of any one or more of the following events shall constitute an Event
      of Default (each an “Event
      of Default”):

     

    (a) Any
      representation or warranty made by any Loan Party to the Lenders in the Loan
      Documents or any representation or warranty made by ITAC to the Lenders in
      the
      ITAC Certification shall be materially false or misleading as of the date on
      which made or deemed made.

     

    (b) The
      Company shall not have made payment of (i) principal of the Loans when due,
      or
      (ii) interest on the Loans or of any other monetary Obligations under any of
      the
      Loan Documents for five (5) Business Days or more after the same shall have
      become due and payable.

     

    (c) The
      breach by any Loan Party (other than a breach which constitutes an Event of
      Default under Sections 8.1(a) or (b) above) of any of the terms or provisions
      of
      the Loan Documents or a breach by ITAC (other than a breach with constitutes
      an
      Event of Default under Section 8.1(a) above) of any of the terms of the ITAC
      Certification, which is not remedied within fifteen (15) Business Days after
      written notice from the Lenders.

     

    (d) Unless
      the subject of a good faith dispute, the Company shall fail to pay its debts
      generally as they become due; a notice of Lien or assessment in excess of
      $100,000 which is not a Permitted Encumbrance is filed of record with respect
      to
      all or any part of any Loan Parties’ or any of its Subsidiaries’ assets by the
      United States, or any department, agency or instrumentality thereof, or by
      any
      state, county, municipal or other governmental agency, including the PBGC,
      or
      any taxes or debts owing at any time or times hereafter to any one of these
      becomes payable and the same is not paid within thirty (30) days after the
      same
      becomes payable.

     

    (e) A
      default
      or event of default shall occur at any time under the terms of any other
      agreement involving borrowed money or the extension of credit, or any other
      obligations under which any Loan Party may be obligated as a borrower or
      guarantor, and such breach, default or event of default causes any or all of
      the
      obligations thereunder to become, or to be declared, due and payable before
      its
      stated maturity by acceleration or otherwise, and such occurrences, in
      the
      aggregate, could reasonably be expected to have a Material Adverse Effect on
      such Loan Party.

     

    (f) Any
      Loan
      Party ceases to be solvent or admits in writing its inability to pay its debts
      as they mature.

     

    
      
         

      

      
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    (g) A
      proceeding shall have been instituted in a court having jurisdiction in the
      premises seeking a decree or order for relief in respect of any Loan Party
      an
      involuntary case under any applicable bankruptcy, insolvency, reorganization
      or
      other similar law now or hereafter in effect, or for the appointment of a
      receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator
      (or similar official) of any Loan Party for any substantial part of its
      property, or for the winding-up or liquidation of its affairs, and such
      proceeding shall remain undismissed or unstayed and in effect for a period
      of
      sixty (60) consecutive days or such court shall enter a decree or order granting
      any of the relief sought in such proceeding.

     

    (h) Any
      Loan
      Party shall commence a voluntary case under any applicable bankruptcy,
      insolvency, reorganization or other similar law now or hereafter in effect,
      shall consent to the entry of an order for relief in an involuntary case under
      any such law, or shall consent to the appointment or taking possession by a
      receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator
      (or other similar official) of itself or for any substantial part of its
      property or shall make a general assignment for the benefit of creditors, or
      shall fail generally to pay its debts as they become due, or shall take any
      action in furtherance of any of the foregoing.

     

    (i) Any
      Judgment(s) singly or in the aggregate in excess of the One Hundred Thousand
      U.S. Dollars ($100,000) that is not covered by insurance shall be entered
      against the Company which remains unsatisfied, unvacated or unstayed pending
      appeal for sixty (60) or more days after entry thereof.

     

    (j) The
      Company or the Parent Guarantor effectuates a change of control without the
      prior written consent of the Lenders which is prohibited by Section 7.11
      above.

     

    (k) The
      Company or the Parent Guarantor is in default under the U.S. the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”)
      or any
      defaults under similar non-U.S. laws in excess of One Hundred Thousand U.S.
      Dollars ($100,000).

     

    (l) Any
      Loan
      Party ceases to conduct its business as contemplated, except as expressly
      permitted under Section 7.11, or any Loan Party is enjoined, restrained or
      in
      any way prevented by court order from conducting all or any material part of
      its
      business and such injunction, restraint or other preventive order is not
      dismissed within thirty (30) days after the entry thereof.

     

    (m) Any
      Loan
      Document is not or ceases to be a valid, binding and enforceable obligation
      of,
      or is repudiated by, the Loan Parties. Any of the Loan Documents shall cease
      to
      be legal, valid and binding agreements enforceable against the party executing
      the same or such party’s successors and assigns (as permitted under the Loan
      Documents) in accordance with the respective terms thereof or shall in any
      way
      be terminated (except in accordance with its terms) or become or be declared
      ineffective or inoperative or shall in any way be challenged or contested or
      cease to give or provide the respective Liens, security interests, rights,
      titles, interests, remedies, powers or privileges intended to be created
      thereby. 

     

    (n) The
      occurrence of an event which would have a Material Adverse Effect on any Loan
      Party.

     

    
      
         

      

      
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    8.2 Consequences
      of Default.

     

    (a) If
      an
      Event of Default shall occur and be continuing beyond any grace period permitted
      therefor as set forth above, the Lenders by notice to the Company may declare
      the entire amount of the Note together with accrued interest and other amounts
      payable hereunder and under any of the other Loan Documents to be immediately
      due and payable.

     

    (b) In
      the
      event the Note shall be declared or become due and payable by acceleration
      as
      provided above, the Note, accrued interest thereon and all sums payable under
      this Agreement, the Note and under the other Loan Documents shall become
      immediately due and payable without presentment, demand, protest or notice
      of
      any kind other than the notice specifically required by Section
      8.2(a), all other notice being expressly waived by the Company.

     

    (c) If
      an
      Event of Default specified under Sections 8.1(e), (f), (g), or (h) above
      shall occur, the unpaid principal amount of the Loans then outstanding and
      all
      interest accrued thereon, any unpaid fees and all other Obligations of the
      Loan
      Parties to the Lender hereunder and thereunder shall be immediately due and
      payable, without presentment, demand, protest or notice of any kind, all of
      which are hereby expressly waived.

     

    (d) Upon
      the
      occurrence and during the continuance of an Event of Default, the Lenders shall
      be entitled to, at the option of the Majority Noteholders, exercise any or
      all
      of the rights and remedies available to a secured party under the UCC or any
      other applicable law (including laws of Israel), and exercise any or all of
      its
      rights and remedies provided for in this Agreement and in any other Loan
      Document. The Obligations under this Agreement or any of the other Loan
      Documents shall continue to be effective or be reinstated, as the case may
      be,
      if at any time any payment of any Obligations is rescinded or must otherwise
      be
      returned by any of the Lenders upon, on account of, or in connection with,
      the
      insolvency, bankruptcy or reorganization of the Company or the Parent Guarantor
      (as applicable) or otherwise, all as though such payment had not been
      made.

     

    (e) Upon
      the
      occurrence and during the continuance of an Event of Default, the Majority
      Noteholders may sell all or any part of the Collateral, at public or private
      sales, to the Lenders, a wholesaler, retailer or investor, for cash, upon credit
      or for future delivery, and at such price or prices as Majority Noteholders
      may
      deem commercially reasonable, provided, that the Lenders shall comply with
      all
      laws, rules and regulations applicable to, and all orders and directives of
      any
      governmental or regulatory authority having jurisdiction over, the Company
      or
      the Parent Guarantor (as applicable) or the Collateral. To the extent permitted
      by law, the Company hereby specifically waives all rights of redemption and
      any
      rights of stay or appraisal which it has or may have under any applicable law
      in
      effect from time to time. Any such public or private sales shall be held at
      such
      times and at such place(s) as the Majority Noteholders may determine. In case
      of
      the sale of all or any part of the Collateral on credit or for future delivery,
      the Collateral so sold may be retained by the Lenders until the selling price
      is
      paid by the purchaser, but the Lenders shall not incur any liability in case
      of
      the failure of such purchaser to pay for the Collateral and, in case of any
      such
      failure, such Collateral may be resold. The Lenders may, instead of exercising
      their power of sale, proceed to enforce the security interest in the Collateral
      by seeking a judgment or decree of a court of competent
      jurisdiction.

     

    
      
         

      

      
        49

        
          

        

      

      
         

      

    

    8.3 Company’s
      Obligations Upon Default.
      Upon
      the request of the Majority Noteholders after the occurrence and during the
      continuance of an Event of Default, the Company will:

     

    (a) Assemble
      and make available to the Lenders the Collateral at such place(s) within the
      states, provinces or jurisdictions, as applicable, where such Collateral is
      located as the Majority Noteholders shall reasonably designate, segregating
      all
      Collateral so that each item is capable of identification; and

     

    (b) Subject
      to the rights of any lessor, permit the Lender, by a representative appointed
      by
      the Majority Noteholders, to enter any premises where any Collateral is located,
      to take possession of the Collateral, to complete the processing, manufacture
      or
      repair of any Collateral, and to remove the Collateral, or to conduct any public
      or private sale of the Collateral, all without any liability of the Lenders
      for
      rent or other compensation for the use of the Company’s premises.

     

    8.4 Preservation
      of Rights.
      No
      delay or omission of the Lenders to exercise any right under the Loan Documents
      shall impair such right or be construed to be a waiver of any Event of Default
      or an acquiescence therein. Any single or partial exercise of any such right
      shall not preclude other or further exercise thereof or the exercise of any
      other right, and no waiver, amendment or other variation of the terms,
      conditions or provisions of the Loan Documents whatsoever shall be valid unless
      in writing signed by the Majority Noteholders and the Company, and then only
      to
      the extent in such writing specifically set forth. All remedies contained in
      the
      Loan Documents or by law afforded shall be cumulative and all shall be available
      to the Lenders until the Obligations have been performed in full.

     

    8.5 Indemnification;
      Expenses.
      The
      Company shall indemnify each Lender and its officers, directors, shareholders,
      partners, members, trustees, employees, agents, representatives and Affiliates
      against any and all out-of-pocket losses, damages, liabilities and expenses
      of
      any kind incurred by each such Lender in connection with: (i) enforcing,
      defending or declaring (or determining whether or how to enforce, defend or
      declare) any rights or remedies under the Loan Documents; (ii) responding to
      any
      subpoena or other legal process or participating (whether voluntarily or
      involuntarily) in any legal or other proceeding or investigation; and (iii)
      any
      insolvency or bankruptcy of the Company or any affiliate thereof. Without
      limiting the generality of the foregoing, the Company shall, upon demand, pay
      or
      reimburse each indemnitee for all indemnified costs and expenses (including
      reasonable attorneys’ fees and expenses) incurred thereby. Notwithstanding the
      foregoing, no person shall be entitled to any indemnification, payment or
      reimbursement in respect of any suit, action or other proceeding or any claim,
      loss, damage, liability or expense to the extent arising out of or in connection
      with any gross negligence or willful misconduct of such person.

     

    ARTICLE
      IX

     

    MISCELLANEOUS

     

    9.1 Assignments;
      Parties in Interest.
      This
      Agreement shall bind and inure to the benefit of the parties and each of their
      respective successors and permitted assigns. The Loan Parties may not assign
      either this Agreement or any of their rights, interests, or Obligations
      hereunder. Any Lender may assign any of its rights hereunder; provided,
      however,
      that
      the transferee agrees to be bound by, and entitled to the benefits of, this
      Agreement as an original party hereto.

     

    
      
         

      

      
        50

        
          

        

      

      
         

      

    

    9.2 No
      Implied Waivers; Cumulative Remedies; Writing Required.
      No
      course of dealing and no delay or failure of the Lender or any Loan Party in
      exercising any right, power, remedy or privilege under this Agreement or any
      other Loan Document shall affect any other or future exercise thereof or operate
      as a waiver thereof, nor shall any single or partial exercise thereof or any
      abandonment or discontinuance of steps to enforce such a right, power, remedy
      or
      privilege preclude any further exercise thereof or of any other right, power,
      remedy or privilege. The rights and remedies of the Lender and each Loan Party
      under this Agreement and any other Loan Documents are cumulative and not
      exclusive of any rights or remedies which they would otherwise have. Any waiver,
      permit, consent or approval of any kind or character on the part of any Lender
      or any Loan Party of any breach or default under this Agreement or any such
      waiver of any provision or condition of this Agreement must be in writing and
      shall be effective only to the extent specifically set forth in such
      writing.

     

    9.3 Disclosure.
      Except
      as otherwise required by law, the Lenders and the Loan Parties agree that they
      shall make no written or other public disclosures regarding this transaction
      or
      regarding the parties hereto to any individual or organization without the
      prior
      written consent of the other parties hereto, which consent shall not be
      unreasonably withheld, or as required by applicable law.

     

    9.4 Counterparts.
      This
      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.

     

    9.5 Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    9.6 Notices.
      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) five
      (5)
      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 to the Company and
      the
      Lenders at the address for such party set forth below or at such other address
      as the Company or any such Lender may designate by ten (10) days advance written
      notice to the other parties hereto.

     

    If
      to any
      of the Loan Parties:

     

    IXI
      Mobile, Inc./IXI Mobile (R&D) Ltd.

    17
      Hatidhar Street

    Ra’anana

    Israel
      43665

    Attention:
      Gideon Barak, Chairman

    972-9-747-6666
      telephone

    972-9-747-6600
      telecopy

    


    
      
         

      

      
        51

        
          

        

      

      
         

      

    

    With
      copies to:

     

    Alon
      Sahar, Esq.

    Herzog,
      Fox & Neeman

    4
      Weizmann Street

    Tel
      Aviv
      64239, Israel

    (fax:
      +972 (3) 69666464).

     

    If
      to the
      Lender:

     

    Southpoint
      Master Fund, LP

    c/o
      Southpoint Capital Advisors LP

    623
      Fifth
      Avenue; Suite 2503

    New
      York,
      NY 10022

    


    9.7 Expenses.
      The
      Company shall pay all of its expenses incurred in connection with the
      preparation, execution and delivery of the Loan Documents and the consummation
      of the transactions contemplated hereby and thereby. In addition, the Company
      shall pay the Lenders all reasonable out-of-pocket costs and other expenses
      incurred from time to time by such Lenders in connection with their due
      diligence review and the drafting and negotiating of the Loan Documents up
      to an
      amount not to exceed $150,000.

     

    9.8 Amendments
      and Waivers.
      Any
      term of this Agreement may be amended and the observance of any term of this
      Agreement may be waived (either generally or in a particular instance and either
      retroactively or prospectively), only with the written consent of the Company
      and the Majority Noteholders, and following the consummation of the ITAC/IXI
      Merger and the assumption by ITAC of the Assumed Obligations (as defined in
      the
      ITAC Certification), then by ITAC and the Majority Noteholders. Any amendment
      or
      waiver effected in accordance with this paragraph shall be binding upon each
      holder of any Notes purchased under this Agreement at the time outstanding,
      each
      future holder of all such Notes, the Company and its Subsidiary, and following
      the consummation of the ITAC/IXI Merger and the assumption by ITAC of the
      Assumed Obligations (as defined in the ITAC Certification), by
      ITAC.

     

    9.9 Entire
      Agreement; Severability.
      The
      Loan Documents contain the entire understanding of the parties with respect
      to
      the subject matter hereof and supersede all prior agreements and understandings
      among the parties with respect to such subject matter. It is the desire and
      intent of the parties that the provisions of the Loan Documents be enforced
      to
      the fullest extent permissible under the law and public policies applied in
      each
      jurisdiction in which enforcement is sought. Accordingly, in the event that
      any
      provision of the Loan Documents would be held in any jurisdiction to be invalid,
      prohibited or unenforceable for any reason, such provision, as to such
      jurisdiction, shall be ineffective, without invalidating the remaining
      provisions of the Loan Documents or affecting the validity or enforceability
      of
      such provision in any other jurisdiction. Notwithstanding the foregoing, if
      such
      provision could be more narrowly drawn so as not be invalid, prohibited or
      unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so
      narrowly drawn, without invalidating the remaining provisions of the Loan
      Documents or affecting the validity or enforceability of such provision in
      any
      other jurisdiction.

     

    
      
         

      

      
        52

        
          

        

      

      
         

      

    

    9.10 Governing
      Law.
      This
      Agreement shall be governed by and construed under the laws of the State of
      New
      York, exclusive of the provisions thereof governing conflicts of
      laws.

     

    9.11 Authorized
      Agent.
      The
      Loan Parties do hereby designate and appoint Corporation Service Company, 80
      State Street, Albany, New York 12207, as their authorized agent in the United
      States to accept and acknowledge on their behalf service of any and all process
      which may be served upon Loan Parties in connection with any suit, action or
      proceeding regarding injunctive or other equitable relief in connection with
      or
      under this Agreement or to enforce any award under this Agreement,
      and
      agrees that service of process upon said agent at said address and written
      notice of said service mailed or delivered in the manner provided herein shall
      be deemed in every respect effective service of process upon the Company and/or
      the Parent Guarantor in connection with any suit, action or proceeding regarding
      injunctive or other equitable relief in connection with or under this Agreement
      or to enforce any award under this Agreement.
      The
      Loan Parties (i) shall give prompt notice to Lender of any changed address
      of
      their authorized agent hereunder, (ii) may at any time and from time to time
      designate a substitute authorized agent with an office in the United States
      (which substitute agent and office shall be designated as the person and address
      for service of process), and (iii) shall promptly designate such a substitute
      if
      their authorized agent ceases to have an office in the United States or is
      dissolved without leaving a successor.

     

    9.12 Sovereign
      Immunity Waived.
      Any
      Party that now or hereafter has a right to claim sovereign immunity for itself
      or any of its assets hereby waives any such immunity to the fullest extent
      permitted by applicable Law. This waiver includes immunity from (i) any
      judicial, administrative or other proceedings and (ii) any effort to confirm,
      enforce or execute any decision, settlement, award, Judgment, service of
      process, execution order or attachment (including pre-judgment attachment)
      that
      results from an expert determination, mediation, arbitration or any judicial
      or
      administrative proceedings commenced pursuant to this Agreement. Each Party
      acknowledges that its rights and obligations hereunder are of a commercial
      and
      not a governmental nature.

     

    
      
         

      

      
        53

        
          

        

      

      
         

      

    

    9.13 CONSENT
      TO FORUM; WAIVER OF JURY TRIAL.
      THE
      LOAN PARTIES HEREBY IRREVOCABLY CONSENT TO THE NONEXCLUSIVE JURISDICTION OF
      THE
      NEW YORK SUPREME COURT SITTING IN NEW YORK COUNTY, NEW YORK AND THE UNITED
      STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND WAIVE PERSONAL
      SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENT THAT ALL SUCH SERVICE OF
      PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO SUCH LOAN PARTY
      AT
      THE ADDRESSES PROVIDED FOR IN SECTION 9.6 AND SERVICE SO MADE SHALL BE DEEMED
      TO
      BE COMPLETED UPON ACTUAL RECEIPT THEREOF. EACH LOAN PARTY WAIVES ANY OBJECTION
      TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS PROVIDED HEREIN
      AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE.
      EACH LOAN PARTY, THE LENDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT,
      PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS
      AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE COLLATERAL TO THE FULL EXTENT
      PERMITTED BY LAW.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
        54

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF,
      the
      undersigned have hereunto set their hands to this Loan Agreement as of the
      day
      and year first above written.

     

    IXI
      MOBILE
      (R&D), LTD.

     

    By:/s/
      Amit
      Haller

    Name:
      Amit Haller

    Title:
      Chief Executive Officer

     

    Address:

     

    IXI
      Mobile(R&D), Ltd.

    17
      Hatidhar Street

    Ra’anana

    Israel
      43665

    Attention:
      Gideon Barak, Chairman

    972-9-747-6666
      telephone

    972-9-747-6600
      telecopy

     

    with
      a
      copy to:

     

    Alon
      Sahar, Esq.

    Herzog,
      Fox & Neeman

    4
      Weizmann Street

    Tel
      Aviv,
      64239 Israel

    Attention:
      Alon Sahar, Adv.

    972-3-6922862/1
      telephone

    972-3-6966464
      telecopy

     

    


     

    IXI
      MOBILE, INC.

     

    By:
      /s/
      Amit Haller

    Name:
      Amit Haller

    Title:
      Chief Executive Officer

     

    Address:

     

    Same
      as
      the address (and address for copies) set forth for IXI Mobile (R&D) Ltd.
      above 

     


    
      
        [SIGNATURE
          PAGE TO LOAN AGREEMENT]

        


         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have hereunto set their hands to this Loan Agreement as of the
      day
      and year first above written.

     

    LENDER:

     

    SOUTHPOINT
      MASTER FUND, LP

     

    By: Southpoint
      GP, LP, its general partner

     

    By: Southpoint
      GP, LLC

     

    By:
      /s/
      Robert W. Butts

    Name: Robert
      W.
      Butts

    Title: Manager

     

    By:
      /s/
      John S. Clark, II

    Name: John
      S.
      Clark, II

    Title: Manager

     

    
      	
            	Address:	
              c/o
                Southpoint Capital Advisors LP

            


    

    623
      Fifth
      Avenue, Suite 2503

    New
      York,
      NY 10022

    


     


    
      
        
          [SIGNATURE
            PAGE TO LOAN AGREEMENT]

          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    SCHEDULE
      I

     

    SCHEDULE
      OF LENDERS

     

    
      	
              Lender

            	
              Principal
                Amount

            	
              Address

            
	 	 	 
	
              Southpoint
                Master Fund, LP

            	
              $20,000,000.00

              Six
                Hundred Thousand (600,000) 

              shares
                of ITAC Common Stock

            	
              Southpoint
                Capital Advisors LP

              623
                Fifth Avenue; 

              Suite
                2503

              New
                York, NY 10022

            
	 	 	 
	
              Total
                Principal Amount

            	
              $20,000,000.00

            	 
	 	 	 
	
              Maximum
                Principal
                Amount in 

              the
                event of a Luemi Debt assumption*

            	
              $8,000,000.00

              Two
                Hundred Forty Thousand (240,000) 

              shares
                of ITAC Common Stock

            	
              c/o
                Gemini Israel Funds

              9
                Hamenofim street Herzliya, Israel

              Landa
                Ventures Ltd.

              Begin
                7 St.

              Ramat
                Gan, Israel

            
	 	 	 
	
              Total
                Maximum Principal Amount in 

              the
                event of a Luemi Debt assumption*

            	
              $28,000,000.00

            	 


    

     

    * In
      the
      event of an assumption by any of the Leumi Guarantors of any Leumi Debt, this
      Schedule of Lenders shall be revised to include the name of the assuming Leumi
      Guarantor(s) and the respective amount of the assumed Leumi Debt.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      A

     

    Form
      of Note

     

    See
      attached form of Note attached

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      B

     

    Form
      of First Ranking Security Agreement

     

    See
      attached form of First Ranking Security Agreement attached

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      C

     

    Form
      of First Ranking Debenture - Fixed and Floating Charge

     

    See
      attached form of First Ranking Debenture - Floating Charge
      attached

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      D

     

    Form
      of Parent Guarantor’s Guaranty

     

    See
      attached form of Parent Guarantor’s Guaranty

     

    


     

    
      
         

      

      
         

        
          

        

      

      
         
Exhibit
        E

    

     

    Form
      of ITAC Warrant

     

    See
      attached form of ITAC Warrant

     

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      F

     

    Form
      of Registration Rights Agreement

     

    See
      attached form of Registration Rights Agreement

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      G-1

     

    Form
      of Legal Opinion of Company Counsel

     

    See
      attached form of Legal Opinion of Company Counsel

     

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      G-2

     

    Form
      of Legal Opinion of Company Israeli Counsel

     

    See
      attached form of Legal Opinion of Company Israeli
      Counsel

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      H

     

    9th
      Amended and Restated Certificate of Incorporation

     

    See
      attached form of 9th
      Amended and Restated Certificate of Incorporation

     

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      I

     

    Guaranty
      Joinder

     

    See
      attached form of Guaranty
      Joinder

     

    


     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      J

     

    ITAC
      Certification

     

    See
      attached form of ITAC Certification

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      K

     

    Undertaking

     

    See
      attached form of Undertaking