Warrant

    


    THIS
WARRANT AND THE SHARES OF PREFERRED STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
(THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, (THE "SECURITIES ACT") OR QUALIFIED UNDER ANY STATE OR FOREIGN
SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE
SHARES OF PREFERRED STOCK ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED,
PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH
SECURITIES.

    


    to
purchase

    


    Shares
of Preferred Stock

    


    of

    


    IXI
Mobile, Inc.

    


    at an
exercise price of $34.50 per share

    


    VOID
AFTER 17:00 p.m. (prevailing Tel Aviv time)

    


    On the
Expiration Date (as hereinafter defined)

    


    
      	
              No.
      W-[  ]

            	
              Date:
      December 24, 2008

            


    

    


    IXI
Mobile, Inc. a Delaware corporation with its principal offices at 17 Hatidhar St., Rannana, Israel
(the "Company"),
hereby grants to Runcom Technologies Ltd.  (the "Holder"), the right to
purchase, subject to the terms and conditions hereof, up to one hundred and
fifteen thousand nine hundred and forty two (115,942) shares of
Series A Preferred Stock, par value  $0.0001 per share, of the Company
("Preferred Stock"),
exercisable at any time from time to time, on or after the date hereof (the
"Effective Date"), and
until the first (1st)
anniversary of the Effective Date (the "Expiration
Date").

     

    
      	
              1.

            	
              Definitions

            


    

     

    In this
Warrant the terms below shall have the following meaning, unless otherwise
specifically provided or required by the context:

     

    
      	
               
      

            	
              1.1.

            	
              "Warrant Shares" means
      the Shares of Preferred Stock purchasable hereunder or any other
      securities which, in accordance with the provisions hereof, may be issued
      by the Company in substitution
therefor.

            


    

     

    
      	
               
      

            	
              1.2.

            	
              "Exercise Price" means
      the price of thirty-four dollars and fifty cents ($34.50) payable
      hereunder for each Warrant Share, as adjusted in the manner set forth
      hereinafter.

            


    

     

    
      	
               
      

            	
              1.3.

            	
              "Warrants" means this
      Warrant and all warrants hereafter issued in exchange or substitution for
      this Warrant.

            


    

     

    
      	
              2.

            	
              Warrant
      Period; Exercise of Warrant

            


    

     

    
      	
               
      

            	
              2.1.

            	
              This
      Warrant may be exercised in whole at any time, or in part from time to
      time, beginning on the Effective Date until the Expiration Date (the
      "Warrant Period"),
      by the surrender of this Warrant (with a duly executed exercise form in
      the form attached hereto as Exhibit
      A), at the principal office of the Company, set forth above,
      together with proper payment of the Exercise Price multiplied by the
      number of Warrant Shares for which the Warrant is being exercised. Payment
      for Warrant Shares shall be made by certified or official bank check or
      checks, payable to the order of the Company or by wire transfer to an
      account to be designated in writing by the Company. Payments shall be made
      in United States dollars.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.2.

            	
              The
      Holder of the Warrant, by its acceptance hereof, covenants and agrees that
      this Warrant is being acquired as an investment and not with a view to the
      distribution hereof and such Holder further covenants and agrees that it
      will not sell, transfer, pledge, assign, or hypothecate the Warrant or the
      Warrant Shares unless there is an effective registration statement under
      the Securities Act of 1933 covering the Warrant or the Warrant Shares, or
      the Holder of the Warrant and/or the Warrant Shares receives an opinion of
      counsel satisfactory to the Company stating that such sale, transfer,
      pledge, assignment, or hypothecation is exempt from the registration and
      prospectus delivery requirements of the Securities Act of 1933 and the
      qualification requirements under applicable
law.

            


    

     

    
      	
               
      

            	
              2.3.

            	
              If
      this Warrant should be exercised in part, the Company shall, upon
      surrender of this Warrant for cancellation, execute and deliver a new
      Warrant evidencing the rights of the Holder to purchase the remainder of
      the Warrant Shares purchasable hereunder. The Company shall pay any and
      all expenses, taxes and other charges that may be payable in connection
      with the issuance of the Warrant Shares and the preparation and delivery
      of share certificates pursuant to this Section 2 in the name of the Holder
      (including without limitation, if applicable stamp duty), and to the
      extent required, the execution and delivery of a new Warrant, provided,
      however, that the Company shall only be required to pay taxes which are
      due as a direct result of the issuance of the Warrant Shares or other
      securities, properties or rights underlying such Warrants (such as the
      applicable stamp duty), and will not be required to pay any tax which may
      be (i) due as a result of the specific identity of the Holder or (ii)
      payable in respect of any transfer involved in the issuance and delivery
      of any such certificates in a name other than that of the
      Holder.

            


    

     

    
      	
               
      

            	
              2.4.

            	
              No
      fractions of Shares of Preferred Stock shall be issued in connection with
      the exercise of this Warrant, and the number of shares of Preferred Stock
      issued shall be rounded up or down to the nearest whole
      number.

            


    

     

    
      	
               
      

            	
              2.5.

            	
              Upon
      the issuance of the Preferred Stock resulting from the exercise in whole
      or in part of this Warrant, the Company shall deliver to the Holder an
      irrevocable letter of instructions to the Company’s transfer agent to
      issue as soon as is reasonably practicable to the Holder share
      certificates reflecting the Warrant Shares exercised thereby, together
      with any and all other documents required for the issuance of such
      certificates by the transfer agent.

            


    

     

    
      	
              3.

            	
              Reservation
      of Shares

            


    

     

    The
Company covenants that: (i) at all times during the Warrant Period it shall have
in reserve, and will keep available solely for issuance or delivery upon
exercise of the Warrant, such number of Shares of Preferred Stock as shall be
issuable upon the exercise hereof, and (b) upon exercise of the Warrant and
payment of the Exercise Price hereunder, the Warrant Shares issuable upon such
exercise will be validly issued, fully paid, non assessable, free and clear from
any lien, encumbrance, pledge or any other third party right and not subject to
any preemptive rights.

     

    
      	
              4.

            	
              Adjustments
      to Exercise Price and Number of
  Securities

            


    

     

    
      	
               
      

            	
              4.1.

            	
              Subdivision and
      Combination. In case the Company shall at any time subdivide or
      combine the outstanding Shares of Preferred Stock, the Exercise Price
      shall forthwith be proportionately decreased in the case of subdivision or
      increased in the case of
combination.

            


    

     

    
      	
               
      

            	
              4.2.

            	
              Stock Dividends and
      Distributions. In case the Company shall pay a dividend on, or make
      a distribution of, Shares of Preferred Stock or of the Company's share
      capital convertible into Shares of Preferred Stock, the Exercise Price
      shall forthwith be adjusted, from and after the date of determination of
      stockholders entitled to receive such dividend or distribution, to that
      price determined by multiplying the Exercise Price in effect immediately
      prior to such date of determination by a fraction (i) the numerator of
      which shall be the total number of shares of Preferred Stock outstanding
      immediately prior to such dividend or distribution, and (ii) the
      denominator of which shall be the total number of shares of Preferred
      Stock outstanding immediately after such dividend or
      distribution.  An adjustment pursuant to this Section 4.3 shall
      be made as of the record date for the subject stock dividend or
      distribution.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              4.3.

            	
              Adjustment in Number
      of Securities. Upon each adjustment of the Exercise Price pursuant
      to the provisions of Sections 4.1 and 4.2, the number of Preferred Stock
      issuable upon the exercise of each Warrant shall be adjusted to the
      nearest full amount by multiplying a number equal to the Exercise Price in
      effect immediately prior to such adjustment by the number of Shares of
      Preferred Stock issuable upon exercise of the Warrants immediately prior
      to such adjustment and dividing the product so obtained by the adjusted
      Exercise Price.

            


    

     

    
      	
               
      

            	
              4.4.

            	
              No Adjustment of
      Exercise Price in Certain Cases. No adjustment of the Exercise
      Price shall be made if the amount of said adjustment shall be less than 2
      cents ($0.02) per each Share of Preferred Stock, provided, however, that
      in such case any adjustment that would otherwise be required then to be
      made shall be carried forward and shall be made at the time of and
      together with the next subsequent adjustment which, together with any
      adjustment so carried forward, shall amount to at least 2 cents ($0.02)
      per each Share of Preferred Stock.

            


    

     

    
      	
               
      

            	
              4.5.

            	
              Merger or
      Consolidation. In case of any consolidation of the Company with or
      merger of the Company with, or merger of the Company into (other than a
      merger which does not result in any reclassification or change of the
      outstanding Shares of Preferred Stock and Common Stock), the Company shall
      cause the corporation formed by such consolidation or merger or surviving
      such merger to execute and deliver to the Holder a new warrant agreement
      in exchange for this Warrant, providing that the Holder of the Warrant
      then outstanding or to be outstanding shall have the right thereafter
      (until the expiration of such Warrant) to receive, upon exercise of such
      Warrant, the kind and amount of shares of stock and other securities and
      property receivable upon such consolidation or merger, by a holder of the
      number of Shares of Preferred Stock of the Company for which such Warrant
      might have been exercised immediately prior to such consolidation or
      merger. Such supplemental warrant agreement shall provide for adjustments,
      which shall be identical to the adjustments provided in this Section 4.
      The provisions of this Section 4.5 shall similarly apply to successive
      consolidations or mergers.

            


    

     

    
      	
              5.

            	
              Notices
      to Warrant Holders

            


    

     

    Nothing
contained in this Warrant shall be construed as conferring upon the Holder the
right to vote or to consent or to receive notice as a stockholder in respect of
any meetings of stockholders for the election of directors or any other matter,
or as having any rights whatsoever as a stockholder of the Company. If, however,
at any time prior to the Expiration Date, any of the following events shall
occur:

     

    
      	
               
      

            	
              5.1.

            	
              the
      Company shall take a record of the holders of its Shares of Common Stock
      for the purpose of entitling them to receive a dividend or distribution
      payable otherwise than in cash, or a cash dividend or distribution payable
      otherwise than out of current or retained earnings, as indicated by the
      accounting treatment of such dividend or distribution on the books of the
      Company;

            


    

     

    
      	
               
      

            	
              5.2.

            	
              the
      Company shall offer to all the holders of its Shares of Preferred Stock or
      Common Stock any additional shares of the share capital of the Company or
      securities convertible into or exchangeable for shares of the share
      capital of the Company, or any option, right or warrant to subscribe
      therefor; or

            


    

     

    
      	
               
      

            	
              5.3.

            	
              a
      dissolution, liquidation or winding up of the Company (other than in
      connection with a consolidation or merger) or a sale of all or
      substantially all of its property, assets and business as an entirety
      shall be proposed;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    then, in
any one or more of said events, the Company shall give to the Holder written
notice of such event at least fifteen (15) days prior to the date fixed as a
record date or the date of closing the transfer books for the determination of
the stockholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale.

     

    
      	
              6.

            	
              Transferability

            


    

     

    
      	
               
      

            	
              6.1.

            	
              The
      Holder may, sell, transfer, assign, encumber, pledge or otherwise dispose
      or undertake to dispose of the
Warrant.

            


    

     

    
      	
               
      

            	
              6.2.

            	
              Unless
      registered, the Warrant Shares issued upon exercise of the Warrants shall
      be subject to a stop transfer order and the certificate or certificates
      evidencing such Warrant Shares shall bear legend substantially similar to
      the following:

            


    

    


    "THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE SHARES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE
SECURITIES ACT, OR AN OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES
SATISFACTORY TO IXI MOBILE INC., THAT REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT."

     

    
      	
              7.

            	
              Loss,
      etc. of Warrant

            


    

     

    Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant, and of indemnity reasonably satisfactory to the
Company, if lost, stolen or destroyed, and upon surrender and cancellation of
this Warrant, if mutilated, and upon reimbursement of the Company's reasonable
direct expenses, the Company shall execute and deliver to the Holder a new
Warrant of like date, tenor and denomination.

     

    
      	
              8.

            	
              Headings

            


    

     

    The
headings of this Warrant have been inserted as a matter of convenience and shall
not affect the construction hereof.

     

    
      	
              9.

            	
              Notices

            


    

     

    Unless
otherwise provided, any notice required or permitted under this Warrant shall be
given in writing and shall be deemed effectively given upon personal delivery to
the party to be notified or seven (7) days after deposit with the Post
Authority, for dispatch by registered or certified mail, postage prepaid and
addressed to the Holder at the address set forth in the Company's books and to
the Company at the address of its principal offices set forth above, or when
given by telecopier or other form of rapid written communication, provided that
confirming copies are sent by such airmail.

     

    
      	
              10.

            	
              Governing
      Law

            


    

     

    This
Warrant shall be governed by and construed and enforced in accordance with the
laws of the State of New York (regardless of the laws that might otherwise
govern under applicable New York principles of conflicts of law). Any dispute
arising out of or in connection with this Warrant is hereby submitted to the
sole and exclusive jurisdiction of the competent courts located in New York, New
York.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              11.

            	
              Entire
      Agreement; Amendment and
Waiver

            


    

     

    This
Warrant and the Exhibit hereto constitute the full and entire understanding and
agreement between the parties with regard to the subject matters hereof and
thereof. Any term of this Warrant may be amended and the observance of any term
hereof may be waived (either prospectively or retroactively and either generally
or in a particular instance) only with the written consent of both the Holder
and the Company.

    


    In Witness
Whereof, the Company has caused this Warrant to be executed as of the
date first written above.

    


    
      
        
          	
                  IXI
      MOBILE, INC.

                
	 
      	 
      
	
                  By:

                	/S/
	
                  Name:

                	
                  Israel
      Frieder

                
	
                  Title:

                	
                  Chairman
      of the Board of Directors and Chief Executive
  Officer

                


        

      

    

    


    Agreed
and Accepted:

    


    
      
        
          
            
              
                
                  
                    	
                            RUNCOM
      TECHNOLOGIES LTD.

                          
	 
      	 
      
	
                            By:

                          	 
        
	
                            Name:

                          	 
        
	
                            Title:

                          	 
        
	 
      	 
      
	
                            By:

                          	 
        
	
                            Name:

                          	 
        
	
                            Title:

                          	 
       



                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

    


    Warrant
Exercise Form

    


    _________________,
200_

    


    IXI
Mobile, Inc.

    
      17
Hatidhar St.

      Rannana, Israel

    

    Dear
Sirs,

    


    Re:           Exercise
of Warrant

     

    
      	
              1.

            	
              The
      undersigned hereby irrevocably elects to exercise the attached Warrant No.
      W-[    ] to the extent of ___________________ shares of
      Preferred Stock of IXI Mobile, Inc., all in accordance with Section 2.1 of
      the Warrant.

            


    

     

    
      	
              2.

            	
              Payment
      to the Company of the total Exercise Price for such shares has been made
      simultaneously with the delivery of this exercise of the
      Warrant.

            


    

     

    
      	
              3.

            	
              The
      undersigned requests that certificates for such Preferred Stock be
      registered in the name of ____________________ whose address is
      ____________________ and that such certificates be delivered to whose
      address is
_____________________________.

            


    

    


    
      
        
          
            
              	
                      RUNCOM TECHNOLOGIES LTD.

                    
	 
      	 
      
	
                      By:

                    	 
        
	
                      Name:

                    	 
        
	
                      Title: