ADVISORY
        AGREEMENT

      


      THIS
        AGREEMENT is between IXI Mobile, Inc. (the “Company”) and Andre Dahan
        (“Advisor”), for services as hereinafter provided is entered as of November 15,
        2005 (“Effective Date”).

       

      
        	1.	
                APPOINTMENT.
                  

              


      

       

      
        	 	
                1.1.

              	
                The
                  Company hereby appoints Advisor, and Advisor hereby agrees to be
                  appointed
                  by the Company, as a member of the Company’s Advisory Board. Advisor shall
                  actively assist the Company in its business development efforts.
                  Furthermore Advisor shall meet with the Company’s senior executives and
                  Board of Directors and give advise with respect to the Company’s strategic
                  and technical direction and development at such times, places and
                  locations, and regarding such subject matters, as shall be mutually
                  designated by the Company and the Advisor from time to time (the
                  “Services”). 

              


      

       

      
        	2.	
                COMPENSATION

              


      

       

      
        	 	
                2.1.

              	
                In
                  consideration for the Services rendered the Company shall pay Advisor
                  as
                  follows:

              


      

       

      
        	 	
                2.1.1.

              	
                As
                  of the Effective date and until the Company’s IPO a monthly fee $5,000,
                  against the production of a valid invoice.


              


      

       

      
        	 	
                2.1.2.

              	
                After
                  the Company’s IPO, a monthly fee $10,000, against the production of a
                  valid invoice. 

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	
                2.2.

              	
                In
                  addition, you shall be granted Stock Options as
                  follows:

              


      

       

      
        	 	
                2.2.1.

              	
                Upon
                  approval of the Company’s Board of Directors, Advisor shall be granted
                  185,571 options (representing 1% of the Company’s fully diluted share
                  holding on the Effective Date) to purchase Common Stock of the
                  Company, at
                  an exercise price per share of US$0.05 in accordance with the Company’s
                  applicable stock option plan and Advisor’s stock option agreement with the
                  Company. (the "Grant"). Beginning on the Effective Date, the Total
                  Grant
                  options shall vest over a forty eight (48) months period, such
                  that 1/48
                  of the Options shall vest on the first of each month as of the
                  Effective
                  Date, provided that at each such time Advisor is an Advisor to
                  the Company
                  pursuant to this Agreement. Vested options may be exercised at
                  any time up
                  to ten years from date of grant so long as Advisor is an Advisor
                  to the
                  Company pursuant to this Agreement. Unless otherwise agreed by
                  the
                  Company, all vested options must be exercised within 90 days of
                  the day at
                  which Advisor ceases to be an Advisor to the Company (i.e., Advisor
                  shall
                  have 60 days after termination of consultancy to exercise all options
                  which were vested on date consultancy was terminated). Anything
                  herein to
                  the contrary notwithstanding, if prior to the initial public offering
                  of
                  the securities of the Company (the “IPO”) all the outstanding shares or
                  assets of the Company were to be sold to a third party in one transaction
                  or a series of related transactions (a “Change of Control Event”), then
                  all the options shall vest immediately prior to the consummation
                  of such
                  Change of Control Event.

              


      

       

      If
        the
        outstanding shares of the Company shall at any time be changed or exchanged
        by
        declaration of a stock dividend (bonus shares), stock split, combination
        or
        exchange of shares, re-capitalization, or any other like event by or of the
        Company, and as often as the same shall occur, then the number, class and
        kind
        of Shares subject to the Option therefore granted, and the Option Price,
        shall
        be appropriately and equitably adjusted so as to maintain the proportionate
        number of Shares without changing the aggregate Option Price

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	3.	
                INDEPENDENT
                  CONTRACTOR RELATIONSHIP

              


      

       

      
        	 	
                3.1.

              	
                Nature
                  of Relationship.
                  Advisor’s relationship with the Company will be that of an independent
                  contractor and nothing in this Agreement should be construed to
                  create a
                  partnership, joint venture, or employer-employee relationship.
                  Advisor is
                  not the agent of the Company and is not authorized to make any
                  representation, contract, or commitment on behalf of the Company
                  unless
                  specifically required or authorized in writing to do so by the
                  Company.

              


      

       

      
        	
              	3.2.	
                Advisor
                  Responsible for Taxes and Records.
                  Advisor will be solely responsible for all tax returns and payments
                  required to be filed with or made to any federal, state or local
                  tax
                  authority with respect to Advisor’s performance of services and receipt of
                  compensation and/or options under this Agreement.   

              


      

       

      
        	4.	
                CONFIDENTIAL
                  INFORMATION;
                  ASSIGNMENT OF INVENTIONS; NON
                  COMPETE

              


      

       

      
        	 	
                4.1.

              	
                Confidentiality.
                  Without derogating from any and all Advisor's duties and obligations
                  to
                  the Company as a member of the Company's Board of Directors, Advisor
                  additionally undertakes to keep confidential, and not to use for
                  any
                  purpose whatsoever except for internal purposes, any and all information
                  relating, in any way, to the Company which had been provided to
                  Advisor by
                  the Company or was otherwise obtained by the Advisor, other than
                  information which Advisor can document is within the public domain
                  or was
                  independently developed by Advisor without use of information provided
                  by
                  the Company or which Advisor is required to disclose by applicable
                  law.

              


      

       

      
        	 	
                4.2.

              	
                Assignment
                  of Inventions.
                  Advisor hereby assigns to the Company all right, title and interest
                  he may
                  have or acquire in all inventions, including patent rights ("Inventions")
                  developed by Advisor during its engagement by the Company and which
                  arise
                  out of or relate to his engagement with the Company hereunder,
                  and agrees
                  that all such Inventions shall be the sole property of the Company
                  and its
                  assigns. Advisor further agrees to reasonably assist the Company
                  (at the
                  Company's expense) to obtain and enforce patents, copyrights or
                  other
                  rights on said Inventions in any and all
                  countries.

              


      

       

      
        	 	
                4.3.

              	
                Non
                  - Competition.
                  During the term of this Agreement, and for a period of 6 months
                  after
                  termination of this Agreement, Advisor may render services to others
                  as an
                  advisor, provided however
                  that the Advisor shall not render any services for any business
                  or
                  organization that sponsors, produces or sells goods or services
                  which
                  compete or are intended to compete or that conflict with the business
                  of
                  the Company.

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	5.	
                TERMINATION

              


      

       

      
        	 	
                5.1.

              	
                Termination.
                  Either party may terminate this Agreement with or without cause
                  upon
                  thirty (30) days prior written notice to the other party
                  hereto. 

              


      

       

      
        	 	
                5.2.

              	
                Survival
                  of Section 3.
                  Notwithstanding the provisions of Section 5.1 above, the provisions
                  of
                  Section 4 above shall survive any termination or expiration of
                  this
                  Agreement.

              


      

       

      
        	6.	
                GENERAL
                  PROVISIONS

              


      

       

      
        	 	
                6.1.

              	
                Reimbursement
                  of Expenses.
                  The Company shall reimburse Advisor for his necessary direct and
                  actual
                  out-of-pocket expenses with regard to the services provided by
                  him,
                  provided that the Company will give prior approval with respect
                  to such
                  expenses.

              


      

       

      
        	 	
                6.2.

              	
                Governing
                  Law.
                  This Agreement will be governed and construed in accordance with
                  the laws
                  of the State of Delaware.

              


      

       

      
        	 	
                6.3.

              	
                Entire
                  Agreement; Headings.
                  This agreement sets forth the entire understanding and agreement
                  of the
                  parties as the subject matter of this Agreement. It may not be
                  changed
                  orally but only by a written document signed by both parties. Titles
                  or
                  headings to the sections of this Agreement are not part of the
                  terms of
                  this Agreement, but are inserted solely for
                  convenience.

              


      

       

      
        	 	
                6.4.

              	
                Successors
                  and Assigns.
                  Neither this Agreement nor any of the rights or obligations of
                  Advisor
                  hereto arising under this Agreement may be assigned or transferred
                  without
                  prior written consent from the Company. This Agreement will be
                  for the
                  benefit of the Company’s successors and assigns, and will be binding on
                  and for the benefit of Advisor’s heirs and legal
                  representatives.

              


      

       

      
        	 	
                6.5.

              	
                Notices.
                  All notices, requests and other communications under this Agreement
                  must
                  be in writing and must be mailed by registered or certified, postage
                  prepaid and return receipt requested, or delivered by hand to the
                  party to
                  whom such notice is required or permitted to be given. If mailed,
                  any such
                  notice will be considered to have been given three business days
                  after it
                  was mailed, as evidenced by the postmark. If delivered by hand,
                  any such
                  notice will be considered to have been given when received by the
                  party to
                  whom notice is given, as evidenced by written and dated receipt
                  of the
                  receiving party. The mailing address for notice to either party
                  will be
                  the address shown on the signature page of this agreement. Either
                  party
                  may change its mailing address by notice as provided by this Section
                  6.5.

              


      

      


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      In
        Witness whereof the parties have executed this Agreement on the date
        above.

      
 

      
        	
                Gideon
                  Barak

              	
                /s/
                  Andre Dahan

              
	
                IXI
                  Mobile, Inc.

                 

                By:
                  Gideon Barak

                Title:
                  Chairman

              	
                Andre
                  Dahan