November
      14, 2007





Landa
      Ventures


7
      Menachem Begin St.


Ramat
      Gan
      52521


Israel





Ladies
      and Gentelmen,





Reference
      is hereby made to that certain Letter Agreement entered into between us on
      March
      28, 2007 (the " ***March
      '07 Loan Agreement*** ")
      pursuant to which you have agreed to lend IXI
      Mobile, Inc., a Delaware corporation (the " ***Company*** ") an
      aggregate total principal amount of up to $ US$2,000,000 (the " ***March
      '07 Loan*** ").
      Such
      loan was guaranteed by IXI
      Mobile (R&D) Ltd. ,
      an
      Israeli limited liability company and the Company's wholly owned subsidiary
      (the
      " ***Subsidiary*** ").





Further
      reference is hereby made to that certain Letter Agreement (as amended) entered
      into between us on June 19, 2006 (the " ***June
      '06 Letter Agreement*** ")
      providing for the extension by you of a guaranty previously provided by you
      to
      Bank Leumi Le’Israel Ltd. (the ***"Bank"*** )
      to
      secure the obligations of the Subsidiary in connection with that certain line
      of
      credit (the ***"LOC"*** )
      and
      loan (the " ***June
      '06 Loan*** ")
      obtained by the Subsidiary from the Bank in the aggregate principal commitment
      amount of $8,000,000.





The
      purpose of this Letter Agreement is to set forth the terms and conditions of
      our
      understanding and agreement relating to the repayment of the principal amount
      under the March '07 Loan and the remainder of the unconverted principal amount
      of the June '06 Loan, by way of converting such amounts into fully
      paid and non-assessable shares of the Company's Common Stock, par value $0.0001
      per share (“ ***IXI
      Stock*** ”) .





Unless
      otherwise defined below, all capitalized terms herein shall have the meanings
      assigned to such terms in the March '07 Loan Agreement.





1.
            **Repayment
                by Conversion.**





1.1.
            **Current
                Unpaid Principal Amount of March '07 Loan**.
                By your signature below you acknowledge and agree that the principal
                amount owed by the Company to you under the March '07 Loan as of
                the date
                hereof, is $2,000,000 (being the entire outstanding principal (the
                "***Converted
                Debt***")).


1.2.
            **Repayment
                by Conversion of Debt.**Notwithstanding anything to the contrary in the March '07 Loan Agreement,
                you hereby elect to convert the Convertible Debt under the March
                '07 Loan
                into 555,556 shares of IXI Stock.


1.3.
            **Assumption
                and Conversion of Debt.**Notwithstanding
                anything to the contrary in the June '06 Letter Agreement you hereby
                elect: (i) to assume the remaining portion of the debt currently
                owed by
                the Subsidiary to the Bank under the LOC in the amount of $592,000
                (the
                "***Assumed
                Debt***");
                and (ii) to, concurrently upon said assumption, convert each your
                respective portion of the Assumed Debt into 164,444shares
                of IXI Stock.













1.4.
            **Warrant
                Coverage**.
                As an inducement to you to convert the Converted Debt and Assumed
                Debt
                into shares of IXI Stock, the Company will issue to you, in addition
                to
                the shares of IXI Stock issued to you under Sections 1.2 and 1.3
                above, a
                warrant (the "***IXI
                Warrant***")
                to purchase 432,000 of IXI (equaling 60% percent of the number of
                shares
                of IXI Stock issued to you upon conversion of the Converted Debt
                under
                Sections 1.2 and 1.3 above). The IXI Warrant shall be substantially
                in the
                form attached hereto asExhibit
                A.


1.5.
            **Termination
                of Repayment and Guarantee Obligations**.
                You hereby agree that upon conversion of the Converted Debt and Assumed
                Debt into IXI Stock and issuance to you of the IXI Warrant, the Company's
                repayment obligations and the Subsidiary's guarantee obligations
                with
                respect to the Converted Debt pursuant to the March '07 Loan Agreement
                and
                the Subsidiary's repayment obligations and the Company's guarantee
                obligations with respect to the Assumed Debt pursuant to the June
                '06
                Loan, shall terminate and be deemed fully discharged and satisfied
                and the
                March '07 Loan Agreement and June '06 Loan Agreement shall terminate
                and
                be of no further force and effect with respect to the Converted Debt
                and
                Assumed Debt.







2.  **Representations
      and Warranties** .





A.  You
      hereby represent and warrant as follows:





(a)  You
      have
      all requisite power and authority to execute, deliver and perform this Letter
      Agreement and to consummate the transactions contemplated hereby. The execution,
      delivery and performance of this Letter Agreement you, the fulfillment of and
      the compliance with the respective terms and provisions hereof and thereof
      and
      the due consummation of the transactions contemplated hereby, have been duly
      and
      validly authorized by all necessary action on your part. This Letter Agreement,
      when executed and delivered by you, will constitute valid and legally binding
      obligations on you, enforceable in accordance with their terms.





(b)  You
      acknowledge that the IXI Stock and IXI Warrant (collectively, the " ***Securities*** ")
      you
      receive are not registered under the United States Securities Act of 1933,
      as
      amended (the " ***1933
      Act*** "),
      or in
      any state and that you must hold such Securities for an indefinite period unless
      the Securities are subsequently registered or a Federal and state exemption
      from
      such registration is available.





(c)  You
      are
      acquiring the Securities for your own account, as a profit-motivated investment,
      and without the participation of any person in any part of such acquisition.
      You
      do not intend to divide your participation with others or to resell or otherwise
      dispose of all or any part of the Securities in violation of the Securities
      laws
      of the United States.














(d)  You
      have
      ad full access to any and all information with regard to the transaction
      contemplated hereunder and the Company, including financial statements and
      other
      documents, that you deem relevant to the acquisition, and you have had full
      access to


management
      of the Company to obtain whatever information you deemed relevant to your
      acquisition of the Securities. You acknowledge that you have received all
      information requested from the Company and are satisfied with all such
      information, and no additional information is needed or required for execution
      of this Letter Agreement.





(e)  You
      understand that the purchase of the Securities involve substantial risk. You
      confirm that you have experience as an investor in securities of companies
      in
      the development stage and acknowledges that you re able to fend for yourself,
      can bear the economic risk of your investment in the Securities and have such
      knowledge and experience in financial or business matters that you are capable
      of evaluating the merits and risks of this investment in the Securities and
      protecting your own interests in connection with this investment.





(f)  You
      understand that the Securities are characterized as "restricted securities"
      under the 1933 Act and Rule 144 promulgated thereunder inasmuch as they are
      being acquired from the Company in a transaction not involving a public
      offering, and that under the 1933 Act and applicable regulations thereunder
      such
      securities may be resold without registration under the 1933 Act only in certain
      limited circumstances. In this connection, you represent that you are familiar
      with Rule 144 of the U.S. Securities and Exchange Commission, as presently
      in
      effect, and understand the resale limitations imposed thereby and





by
      the
      1933 Act. You understand that the Company is under no obligation to register
      any
      of the Securities.





(g)  You
      are
      either (i) not a “U.S. Person” as such term is defined in Rule 902 (the
      provisions of which are known to such Lender) promulgated under the 1933 Act,
      or
      (ii) an “accredited investor,” as such term is defined in Rule 501 (the
      provisions of which are known to such Lender) promulgated under the 1933
      Act .





(h)  At
      no
      time were you presented with or solicited by any publicly issued or circulated
      newspaper, mail, radio, television or other form of general advertising or
      solicitation in connection with the offer, sale and purchase of the
      Securities.





B.
            We
                hereby represent and warrant as
                follows:





(a)  Authority .
      We have
      all necessary corporate power and authority to execute and deliver this Letter
      Agreement and the Warrant, (the Letter Agreement and the Warrant are
      collectively referred to as the " ***Transaction
      Agreements*** "),
      to
      perform our obligations hereunder and thereunder and to consummate the
      transactions contemplated hereby or thereby. The execution and delivery of
      the
      Transaction Agreements by us and the consummation by us of the transactions
      contemplated hereby or thereby have been duly and validly authorized by all
      necessary corporate action, and no other corporate











proceedings
      on our part are necessary to authorize the Transaction Agreements or to
      consummate the transactions contemplated hereby or thereby. Each of the
      Transaction Agreements has been duly and validly executed and delivered by
      applicable parties and constitutes a legal, valid and binding obligation of
      us,
      enforceable against us in accordance with its terms subject to the effect of
      any
      applicable bankruptcy, insolvency (including, without limitation, all laws
      relating to fraudulent transfers), reorganization, moratorium or similar laws
      affecting creditors' rights generally and subject to the effect of general
      principles of equity (regardless of whether considered in a proceeding at law
      or
      in equity). The Company’s Board of Directors (the " ***Board*** ")
      has
      approved this Agreement, the Transaction Agreements and the transactions
      contemplated hereby or thereby and such approvals are sufficient so that the
      restrictions on business combinations set forth in any Federal or State laws
      or
      regulations applicable to us and no other “fair price,” “moratorium,” “control
      share acquisition” or other similar anti-takeover statute or regulation, (and
      any similar provisions, each a “ ***Takeover
      Statute*** ”),
      and
      no anti-takeover provision in our amended certificate of incorporation or
      by-laws shall not apply to any of the transactions contemplated hereby or
      thereby, including, but not limited to, any exercise of the Warrant.





(b)  No
      Conflict; Required Filings and Consents .
      (a) The
      execution and delivery of the Transaction Agreements by us do not, and the
      performance of this Letter Agreement and the Transaction Agreements by us will
      not, (i) conflict with or violate our Certificate of Incorporation or By-laws,
      (ii) conflict with or violate any United States or other statute, law,
      ordinance, regulation, rule, code, executive order, injunction, judgment, decree
      or other order (" ***Law*** ")
      applicable to us or by which of our any property or asset is bound or affected,
      or (iii) result in any breach of or constitute a default (or an event which,
      with notice or lapse of time or both, would become a default) under, or give
      to
      others any right of termination, amendment, acceleration or cancellation of,
      or
      result in the creation of a lien or other encumbrance on any of our property
      or
      asset pursuant to, any note, bond, mortgage, indenture, contract, agreement,
      lease, license, permit, franchise or other instrument or obligation, except,
      with respect to clauses (ii) and (iii), for any such conflicts, violations,
      breaches, defaults or other occurrences which would not, individually or in
      the
      aggregate, have a material adverse effect on us.





(c)  Our
      execution and delivery of this Letter Agreement and the Transaction Agreements
      do not, and the performance of this Letter Agreement and the Transaction
      Agreements by us will not, require any consent, approval, authorization or
      permit of, or filing with or notification to, any foreign, United States
      federal, state, county or local or non-United States government, governmental,
      regulatory or administrative authority, agency, instrumentality











or
      commission (including any stock exchange or inter-dealer quotation system)
      or
      any court, tribunal, or judicial or arbitral body.





(d)  SEC
      Filings; The
      Company has filed all forms, reports and documents required to be filed by
      it
      with the Securities and Exchange Commission (the " ***SEC*** ")
      since
      June 6, 2007, and such filings are available to you, in the form filed with
      the
      SEC, all forms, reports and other registration statements filed by the Company
      with the SEC (such forms, reports and other documents referred to above being,
      collectively, the " ***Company
      SEC Reports*** ").
      The
      Company SEC Reports (i) were prepared in accordance with either the requirements
      of the Securities Act of 1933, as amended (the " ***Securities
      Act*** "),
      or
      the Securities Exchange Act of 1934, as amended (the " ***Exchange
      Act*** "),
      as
      the case may be, and the rules and regulations promulgated thereunder existing
      at the time the Company SEC Reports were filed, and (ii) did not, at the time
      they were filed, or, if amended, as of the date of such amendment, contain
      any
      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 made therein,
      in
      the light of the circumstances under which they were made, not misleading.
      No
      Subsidiary is required to file any form, report or other document with the
      SEC.





(e)  Valid
      Issuance of Common Stock .
      The
      Common Stock that is being purchased by you hereunder, when issued, sold and
      delivered in accordance with the terms of this Agreement for the consideration
      expressed herein, will be duly authorized, validly issued, fully paid and
      nonassessable, and will be free of restrictions on transfer other than
      restrictions on transfer under the Transaction Agreements and under applicable
      state and federal securities laws. The shares of Common Stock issuable upon
      exercise of the Warrant have been duly and validly reserved for issuance and,
      upon issuance, will be duly authorized, validly issued, fully paid and
      nonassessable and will be free of restrictions on transfer other than
      restrictions on transfer under this Letter Agreement and the Transaction
      Agreements and under applicable state and federal securities laws.





(f)  Brokerage .
      There
      are no claims for brokerage commissions, finders' fees or similar compensation
      in connection with the transactions contemplated by this Letter Agreement and
      the Transaction Agreements for which you will have any liability or
      responsibility based on any arrangement or agreement binding upon the Company
      or
      Subsidiary.







3.  We
      further note your consent to our providing copies of this Letter Agreement
      to
      potential PIPE investors as well as to NASDAQ and/or any other US governmental
      authority.











4.  This
      Letter 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.





5.  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) three (3) 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 the
      party's address set forth in the


header
      of
      this Letter Agreement or at such other address as any party may designate by
      ten
      (10) days advance written notice to the other parties hereto.





6.  Any
      term
      of this Letter Agreement may be amended and the observance of any term of this
      Letter Agreement may be waived (either generally or in a particular instance
      and
      either retroactively or prospectively), only with the written consent of all
      the
      parties hereto.





7.  This
      Letter Agreement shall be governed by and construed under the laws of the State
      of Delaware, exclusive of the provisions thereof governing conflicts of
      laws.











Sincerely,






**IXI
                MOBILE, Inc.**
            **IXI
                MOBILE (R&D) Ltd**By:/s/
                Israel
                Frieder
            By:/s/
                Gideon
                BarakName:Israel
                Frieder
            Name:Gideon
                BarakTitle:Co-Chairman
            Title:Co-Chairman











***[IXI
      Signature Page to Conversion Letter Agreement]***














LANDA
                VENTURES LTD.By: /s/ Mimi
                SelaName:
                Mimi
                SelaTitle: CEO











***[Landa
      Signature Page to Conversion Letter Agreement]***











**Exhibit
      A**


**Form
      of Warrant**