AMENDMENT
      NO. 2 TO

    


    AGREEMENT
      AND PLAN OF MERGER


     

    BY
      AND AMONG


     

    ISRAEL
      TECHNOLOGY ACQUISITION CORP.,


     

    IXI
      MOBILE, INC.,

     

    AND

     

    ITAC
      ACQUISITION SUBSIDIARY CORP.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    AMENDMENT
      NO. 2 TO

    AGREEMENT
      AND PLAN OF MERGER

     

    THIS
      AMENDMENT
      NO. 2 TO
      AGREEMENT AND PLAN OF MERGER
      (the
“Amendment”), as amended is made and entered into as of December 30, 2006, by
      and among Israel Technology Acquisition Corp., a Delaware corporation
      (“Parent”), ITAC Acquisition Subsidiary Corp., a Delaware corporation and a
      wholly-owned subsidiary of Parent (“Merger Sub”), and IXI Mobile, Inc., a
      Delaware corporation (“Company”).

     

    RECITALS

     

    A. The
      Parties entered into an Agreement and Plan of Merger dated February 28, 2006
      (the “Merger Agreement”).

     

    B. The
      Parties have previously amended the Merger Agreement on December 8,
      2006.

     

    B. The
      Parties wish to further amend the Merger Agreement in the manner specified
      below. 

     

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

     

    ARTICLE
      I

    


    AMENDMENT

    


    
      	
              1.1

            	
              In
                Section 2.14 of the Merger Agreement, the date “December 31, 2007” shall
                be replaced with “the date that is 12 months following the Closing Date.”
                

            


    

    


    
      	
              1.2

            	
              Section
                6.1 of the Merger Agreement shall be deleted in its entirety and
                replaced
                with the following new Section 6.1:

            


    

    


    “Section
      6.1. Proxy Statement; Special Meeting.

    


    (a) As
      soon
      as is reasonably practicable after receipt by Parent from the Company of all
      financial and other information relating to the Company as Parent may reasonably
      request for its preparation, Parent shall prepare and file with the SEC under
      the Exchange Act, and with all other applicable regulatory bodies, proxy
      materials (the "Proxy Statement") for the purpose of soliciting proxies from
      holders of Parent Common Stock to vote in favor of (i) the adoption of this
      Agreement and the approval of the Merger (“Parent Stockholder Approval”), (ii)
      the change of the name of Parent to a name mutually acceptable to Parent and
      the
      Company (the “Name Change Amendment”), (iii) an increase in the number of
      authorized shares of Parent Common Stock to 55,000,000 (the “Capitalization
      Amendment”), (iv) an amendment to remove sections A through E, inclusive of
      Article VI from Parent’s Certificate of Incorporation from and after the Closing
      and to redesignate Article VII as Article VI and Article VIII as Article VII,
      respectively, (v) the approval and adoption of the issuance of options to
      purchase shares of Company Common Stock to Gideon Barak and Amit Haller pursuant
      to each of the Employment Agreements, and (vi) the election as directors of
      Parent those persons listed in Schedule 6.1 and two more persons as chosen
      pursuant to Section 6.2 at a meeting of holders of Parent Common Stock to be
      called and held for such purpose (the “Special Meeting”). The Company shall
      furnish to Parent all information concerning the Company as Parent may
      reasonably request in connection with the preparation of the Proxy Statement.
      The Company and its counsel shall be given an opportunity to review and comment
      on the Proxy Statement prior to its filing with the SEC. Parent, with the
      assistance of the Company, shall promptly respond to any SEC comments on
      the Proxy Statement and shall otherwise use best efforts to cause
      the Proxy Statement to be approved for issuance by the SEC as promptly as
      practicable.  Parent shall also take any and all such actions to satisfy
      the requirements of the Securities Act and the Exchange Act. Prior to the
      Closing Date, Parent shall use its reasonable best efforts to cause the shares
      of Parent Common Stock to be issued pursuant to the Merger to be registered
      or
      qualified under all applicable Blue Sky Laws of each of the states and
      territories of the United States in which it is believed, based on information
      furnished by the Company, holders of the Company Common Stock reside and to
      take
      any other such actions which may be necessary to enable the Parent Common Stock
      to be issued pursuant to the Merger in each such jurisdiction.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b) As
      soon
      as practicable following its approval by the SEC, Parent shall distribute the
      Proxy Statement to the holders of Parent Common Stock and, pursuant thereto,
      shall call the Special Meeting in accordance with the DGCL and, subject to
      the
      other provisions of this Agreement, solicit proxies from such holders to vote
      in
      favor of the adoption of this Agreement and the approval of the Merger and
      the
      other matters presented to the stockholders of Parent for approval or adoption
      at the Special Meeting.

    


    (c) Parent
      shall comply with all applicable provisions of and rules under the Exchange
      Act
      and all applicable provisions of the DGCL in the preparation, filing and
      distribution of the Proxy Statement, the solicitation of proxies thereunder,
      and
      the calling and holding of the Special Meeting. Without limiting the foregoing,
      the Company shall ensure that the Proxy Statement does not, as of the date
      on
      which it is distributed to the holders of Parent Common Stock, and as of the
      date of the Special Meeting, contain any untrue statement of a material fact
      or
      omit to state a material fact necessary in order to make the statements made,
      in
      light of the circumstances under which they were made, not misleading (provided
      that Parent shall not be responsible for the accuracy or completeness of any
      information relating to the Company or any other information furnished by the
      Company for inclusion in the Proxy Statement). The Company represents and
      warrants that the information relating to the Company supplied by the Company
      for inclusion in the Proxy Statement will not as of date of its distribution
      to
      the holders of Parent Common Stock (or any amendment or supplement thereto)
      or
      at the time of the Special Meeting contain any statement which, at such time
      and
      in light of the circumstances under which it is made, is false or misleading
      with respect to any material fact, or omits to state any material fact required
      to be stated therein or necessary in order to make the statement therein not
      false or misleading.

    


    (d) Parent,
      acting through its board of directors, shall include in the Proxy Statement
      the
      recommendation of its board of directors that the holders of Parent Common
      Stock
      vote in favor of the adoption of this Agreement and the approval of the Merger,
      and shall otherwise use reasonable best efforts to obtain the Parent Stockholder
      Approval.”

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
              1.3

            	
              The
                following new Section 6.22 is hereby
                inserted:

            


    

    


    “Section
      6.22. Registration Rights.
      

    


    (a) Within
      forty-five (45) calendar days after the Effective Time, the Parent shall file
      with the SEC a registration statement on Form S-3 (the “Initial Registration
      Statement”) (or such other form that it is eligible to use), including, without
      limiting the generality of the foregoing, any financial statements that are
      required to be filed prior to the effectiveness of the Initial Registration
      Statement, in order to register the Initial Registrable Securities (as defined
      below) for resale and distribution under the Securities Act. The Parent will
      register all of the Parent Common Stock to be issued pursuant to the Merger,
      other than (i) the Additional Shares and (ii) those shares of Parent Common
      Stock issued to the stockholders listed in Schedule A to the Registration Rights
      Agreement (the “Initial Registrable Securities”).

    


    (b) Within
      forty-five (45) calendar days after each Additional Shares Issuance Date, the
      Parent shall either (i) file with the SEC a registration statement on Form
      S-3
      (the “Additional Registration Statements” and together with the Initial
      Registration Statement, the “Registration Statements”) (or such other form that
      it is eligible to use), including, without limiting the generality of the
      foregoing, any financial statements that are required to be filed prior to
      the
      effectiveness of each Additional Registration Statement or (ii) file with the
      SEC a post-effective amendment to the Initial Registration Statement, in each
      case in order to register the Additional Registrable Securities (as defined
      below) for resale and distribution under the Securities Act. The Parent will
      register all of the Additional Shares, other than those Additional Shares issued
      to the stockholders listed in Schedule A to the Registration Rights Agreement
      (the “Additional Registrable Securities” and together with the Initial
      Registrable Securities, the “Registrable Securities”).

    


    (c) When
      declared effective by the SEC, each Registration Statement will comply with
      Rule
      415 under the Securities Act. On the effective date of any Registration
      Statement, such Registration Statement will comply and on the date of the final
      prospectus used in connection therewith (each, a “Prospectus”) will comply, in
      all material respects with the applicable provisions of the Securities Act
      and
      the applicable rules and regulations of the SEC thereunder; on the effective
      date of any Registration Statement, such Registration Statement will not and
      on
      the date of the related Prospectus, such Prospectus will not, contain an untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading; and when filed
      with the SEC, the documents incorporated by reference in any Registration
      Statement and related Prospectus, taken as a whole, will comply in all material
      respects with the applicable provisions of the Exchange Act and the applicable
      rules and regulations of the SEC thereunder. There will be no material document
      of a character required to be described in any Registration Statement or the
      related Prospectus or to be filed as an exhibit to such Registration Statement
      that will not be described or filed as required.

    


    (d) Parent
      will include in each Registration Statement (i) the information required under
      the Securities Act to be so included concerning the selling holders of the
      applicable Registrable Securities (“Selling Holders”), as provided by such
      Selling Holders to the Parent in writing, including any changes in such
      information that may be provided by the Selling Holders in writing to the Parent
      from time to time, and (ii) a section entitled “Plan of Distribution,” which, at
      a minimum, states that the Selling Holders may transfer the shares of Parent
      Common Stock in various circumstances.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (e) Notwithstanding
      anything to the contrary herein, the Registration Statement shall cover only
      the
      applicable Registrable Securities as required pursuant to Section 6.22(a) or
      6.22(b) above, as the case may be. In no event at any time before the Initial
      Registration Statement becomes effective with respect to the Initial Registrable
      Securities shall the Parent publicly announce or file any other registration
      statement, other than (i) registration statements on Form S-8 or (ii)
      registration statements filed pursuant to the Registration Rights Agreement,
      in
      each case without the prior written consent of a majority in interest of the
      Selling Holders.

    


    (f) Within
      five business days of the effectiveness date of each Registration Statement,
      the
      Parent shall use its commercially reasonable efforts to cause its counsel to
      issue an appropriate opinion or opinions to the transfer agent substantially
      to
      the effect that the Registrable Securities which are subject to such
      Registration Statement are subject to an effective registration statement and
      can be reissued free of restrictive legend upon notice of a sale by a Selling
      Holder and confirmation by such Selling Holder that it has complied with the
      prospectus delivery requirements of the Securities Act, provided that the Parent
      has not advised the transfer agent orally or in writing that the opinion has
      been withdrawn.

    


    Section
      6.23 Registration Procedures.
      The
      Parent will, as expeditiously as possible:

    


    (a) after
      the
      effective date of each Registration Statement, use its best efforts to prepare
      and file with the SEC such amendments and supplements to the Registration
      Statement and the related Prospectus as may be necessary to keep such
      Registration Statement current, effective and free from any material
      misstatement or omission to state a material fact for a period not exceeding,
      with respect to each Selling Holder’s Registrable Securities, the earlier of (i)
      the second anniversary of the effective date of such Registration Statement,
      (ii) the date on which the Selling Holders may sell all Registrable Securities
      subject to such Registration Statement then held by the Selling Holders without
      restriction by the volume limitations of Rule 144(e) of the Securities Act,
      or
      (iii) such time as all Registrable Securities which are subject to such
      Registration Statement have been sold by the Selling Holders;

    


    (b) promptly
      notify Selling Holders (by telecopier and by e-mail addresses provided by
      Selling Holders) on or before the first business day thereafter that the Parent
      receives notice that any Registration Statement has been declared
      effective;

    


    (c) comply
      with the provisions of the Securities Act with respect to the disposition of
      all
      of the Registrable Securities covered by any Registration Statement in
      accordance with the Selling Holders’ intended method of disposition set forth in
      such Registration Statement for such period;

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (d) make
      available to the Selling Holders, at the Parent’s expense, such number of copies
      of any Registration Statement, any related Prospectus and any related
      preliminary prospectus as such persons reasonably may request in order to
      facilitate the public sale or their disposition of the Registrable Securities
      or
      make them electronically available;

    


    (e) use
      its
      commercially reasonable best efforts to register or qualify the Registrable
      Securities under the securities or “blue sky” laws of such jurisdictions as the
      Selling Holders shall request in writing, provided, however, that the Parent
      shall not for any such purpose be required to qualify generally to transact
      business as a foreign corporation in any jurisdiction where it is not so
      qualified or to consent to general service of process in any such
      jurisdiction;

    


    (f) list
      the
      Registrable Securities with any securities exchange on which the Parent Common
      Stock is then listed;

    


    (g) notify
      the Selling Holders as soon as possible but, in any event, within one business
      day of the Parent’s becoming aware of the happening of any event as a result of
      which any Prospectus contained in an effective Registration Statement includes
      an untrue statement of a material fact or omits to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading in light of the circumstances under which they were
      made;

    


    (h) notify
      the Selling Holders within one business day of the Parent’s becoming aware of
      any order of the SEC, state authority or other governmental authority suspending
      the effectiveness of any Registration Statement; and

    


    Section
      6.24. Expenses. All expenses incurred by the Parent in complying with Sections
      6.22 and 6.23, including, without limitation, all registration and filing fees,
      printing expenses (if required), fees and disbursements of counsel and
      independent public accountants for the Parent, fees and expenses (including
      reasonable counsel fees) incurred in connection with complying with state
      securities or “blue sky” laws, fees of the National Association of Securities
      Dealers, Inc., transfer taxes, and fees of transfer agents and registrars,
      are
      called “Registration Expenses.” All underwriting discounts and selling
      commissions applicable to any sale of Registrable Securities are called “Selling
      Expenses.” The Parent will pay all Registration Expenses in connection with each
      Registration Statement. Selling Expenses in connection with each Registration
      Statement shall be borne by the Selling Holders and may be apportioned among
      the
      Selling Holders in proportion to the number of shares sold by each Selling
      Holder relative to the number of shares sold under such Registration
      Statement.

    


    Section
      6.25. Indemnification and Contribution.

    


    (a) In
      the
      event of a registration of any Registrable Securities under the Securities
      Act
      pursuant to Section 6.22, the Parent will, to the extent permitted by law,
      indemnify and hold harmless each Selling Holder, each officer of any Selling
      Holder, each director of any Selling Holder, each underwriter of such
      Registrable Securities thereunder and each other person, if any, who controls
      any Selling Holder or underwriter within the meaning of the Securities Act,
      against any losses, claims, damages or liabilities, joint or several, to which
      any Selling Holder, or such underwriter or controlling person may become subject
      under the Securities Act or otherwise, insofar as such losses, claims, damages
      or liabilities (or actions in respect thereof) arise out of or are based upon
      any untrue statement or alleged untrue statement of any material fact contained
      in the Registration Statement, any preliminary prospectus or Prospectus
      contained therein, any Parent-Represented Free-Use Writing Prospectus or any
      amendment or supplement thereof, or arise out of or are based upon the omission
      or alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading in light
      of
      the circumstances under which they were made, and will subject to the provisions
      of Section 6.25(c), reimburse each such Selling Holder, each such underwriter
      and each such controlling person for any legal or other expenses reasonably
      incurred by them in connection with investigating or defending any such loss,
      claim, damage, liability or action; provided, however, that the Parent shall
      not
      be liable to any Selling Holder to the extent that any such damages arise out
      of
      or are based upon an untrue statement or alleged untrue statement or omission
      or
      alleged omission in any Registration Statement, any preliminary prospectus
      or
      Prospectus, any Parent-Represented Free-Use Writing Prospectus or any amendment
      or supplement thereof made in reliance upon and in conformity with written
      information furnished to the Parent by or on behalf of such Selling Holder
      demanding such indemnification expressly for use in any Registration Statement
      or the related Prospectus. For the purposes of this Agreement, the term
“Parent-Represented Free-Use Writing Prospectus” means any “issuer free writing
      prospectus”, as defined in SEC Rule 433 under the Securities Act, relating to
      securities of Parent in the form filed or required to be filed with the SEC
      or,
      if not required to be filed, in the form retained in the Parent’s records
      pursuant to Rule 433(g) under the Securities Act.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b) In
      the
      event of a registration of any of the Registrable Securities under the
      Securities Act pursuant to Section 6.22, each Selling Holder, severally and
      not
      jointly, will, to the extent permitted by law, indemnify and hold harmless
      the
      Parent, and each person, if any, who controls the Parent within the meaning
      of
      the Securities Act, each officer of the Parent who signs any Registration
      Statement, each director of the Parent, each underwriter and each person who
      controls any underwriter within the meaning of the Securities Act, against
      all
      losses, claims, damages or liabilities, joint or several, to which the Parent
      or
      such officer, director, underwriter or controlling person may become subject
      under the Securities Act or otherwise, insofar as such losses, claims, damages
      or liabilities (or actions in respect thereof) arise out of or are based upon
      any untrue statement or alleged untrue statement of any material fact contained
      in any Registration Statement, any preliminary prospectus or Prospectus, any
      Parent-Represented Free-Use Writing Prospectus or any amendment or supplement
      thereof, or arise out of or are based upon the omission or alleged omission
      to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading, and will reimburse the Parent and each
      such officer, director, underwriter and controlling person for any legal or
      other expenses reasonably incurred by them in connection with investigating
      or
      defending any such loss, claim, damage, liability or action, provided, however,
      that each Selling Holder will be liable hereunder in any such case if and only
      to the extent that any such loss, claim, damage or liability arises out of
      or is
      based upon an untrue statement or alleged untrue statement or omission or
      alleged omission made in reliance upon and in conformity with information
      pertaining to such Selling Holder, as such, furnished in writing to the Parent
      by such Selling Holder specifically for use in such Registration Statement,
      any
      preliminary prospectus or Prospectus, any Parent-Represented Free-Use Writing
      Prospectus or any amendment or supplement thereof.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (c) Promptly
      after receipt by an indemnified party hereunder of notice of the commencement
      of
      any action, such indemnified party shall, if a claim in respect thereof is
      to be
      made against the indemnifying party hereunder, notify the indemnifying party
      in
      writing thereof, but the omission so to notify the indemnifying party shall
      not
      relieve it from any liability which it may have to such indemnified party other
      than under this Section 6.25 and shall only relieve it from any liability which
      it may have to such indemnified party under this Section 6.25 to the extent
      the
      indemnifying party is materially prejudiced by such omission. In case any such
      action shall be brought against any indemnified party and it shall notify the
      indemnifying party of the commencement thereof, the indemnifying party shall
      be
      entitled to participate in and, to the extent it shall wish, to assume and
      undertake the defense thereof with counsel satisfactory to such indemnified
      party, and, after notice from the indemnifying party to such indemnified party
      of its election so to assume and undertake the defense thereof, the indemnifying
      party shall not be liable to such indemnified party under this Section 6.25
      for
      any reasonable legal expenses subsequently incurred by such indemnified party
      in
      connection with the defense thereof other than reasonable costs of investigation
      and of liaison with counsel so selected, provided, however, that, if the
      defendants in any such action include both the indemnified party and the
      indemnifying party and the indemnified party shall have reasonably concluded
      that there may be reasonable defenses available to it which are different from
      or additional to those available to the indemnifying party or if the interests
      of the indemnified party reasonably may be deemed to conflict with the interests
      of the indemnifying party, the indemnified parties, as a group, shall have
      the
      right to select one separate counsel and to assume such legal defenses and
      otherwise to participate in the defense of such action, with the reasonable
      expenses and fees of such separate counsel and other expenses related to such
      participation to be reimbursed by the indemnifying party as
      incurred.

    


    (d) To
      provide for just and equitable contribution to joint liability under the
      Securities Act in any case in which either (i) any party otherwise entitled
      to
      indemnification hereunder makes a claim for indemnification pursuant to this
      Section 6.22 but it is judicially determined (by the entry of a final judgment
      or decree by a court of competent jurisdiction and the expiration of time to
      appeal or the denial of the last right of appeal) that such indemnification
      may
      not be enforced in such case, notwithstanding the fact that this Section 6.25
      provides for indemnification in such case, or (ii) contribution under the
      Securities Act may be required on the part of any party hereto for which
      indemnification is provided under this Section 6.25, then, and in each such
      case, such parties will contribute to the aggregate losses, claims, damages,
      liabilities, or expenses to which they may be subject (after contribution from
      others) in such proportion as is appropriate to reflect the relative fault
      of
      the each of indemnifying party and the indemnified party in connection with
      the
      statements, omissions, or other actions that resulted in such loss, claim,
      damage, liability, or expense, as well as to reflect any other relevant
      equitable considerations. The relative fault of the indemnifying party and
      of
      the indemnified party shall be determined by reference to, among other things,
      whether the untrue or allegedly untrue statement of a material fact, or the
      omission or alleged omission of a material fact, relates to information supplied
      by the indemnifying party or by the indemnified party and the parties’ relative
      intent, knowledge, access to information, and opportunity to correct or prevent
      such statement or omission; provided, however, that, in any such case, (x)
      no
      Selling Holder will be required to contribute any amount in excess of the public
      offering price of all such Registrable Securities offered and sold by such
      Selling Holder pursuant to such Registration Statement, and (y) no Person guilty
      of fraudulent misrepresentation (within the meaning of section 11(f) of the
      Securities Act) will be entitled to contribution from any Person who was not
      guilty of such fraudulent misrepresentation; and provided further that in no
      event shall a Selling Holders’ liability pursuant to this Section 6.25(d), when
      combined with the amounts paid or payable by such Selling Holder pursuant to
      Section 6.25(b), exceed the proceeds from the offering (net of any Selling
      Expenses) received by such Selling Holder.”


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              1.4

            	
              Section
                7.1(b) of the Merger Agreement is hereby deleted in its
                entirety.

            


    

    


    
      	
              1.5

            	
              Section
                7.3(k) of the Merger Agreement is hereby deleted in its
                entirety.

            


    

    


    
      	
              1.6

            	
              In
                Section 9.1 of the Merger Agreement, the date “December 31, 2006” shall be
                replaced in both occurrences with “July 19,
                2007.”

            


    

    


    
      	
              1.7

            	
              Except
                as specifically modified by this Amendment, the Merger Agreement
                shall
                continue in full force and
                effect.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be executed as of the date first
      written above.

     

    
      	 	 	 
	 	
              ISRAEL
                TECHNOLOGY ACQUISITION CORP.

            
	 	 	 
	 	
              By:

            	
              /s/
                Israel Frieder

            
	 	 	
              Name:
                Israel Frieder

            
	 	 	
              Title:
                Chairman

            
	 	 	 
	 	 	 
	 	
              IXI
                MOBILE, INC.

            
	 	 	 
	 	
              By:

            	
              /s/
                Gideon Barak

            
	 	 	
              Name:
                Gideon Barak

            
	 	 	
              Title:
                Chairman

            
	 	 	 
	 	 	 
	 	
              ITAC
                ACQUISITION SUBSIDIARY CORP.

            
	 	 	 
	 	
              By:

            	
              /s/
                Israel Frieder

            
	 	 	
              Name:
                Israel Frieder

            
	 	 	
              Title:
                Chairman