FOURTH
AMENDMENT TO LOAN AGREEMENT

    


    This
Fourth Amendment to the Loan Agreement (this “Amendment”),
is made and entered into as of December 24, 2008, 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 SOUTHPOINT MASTER FUND LP (the
“Lender).  The
parties hereby agree as follows:

    


    RECITALS

    


    WHEREAS, the Company, the
Parent Guarantor and the Lender have previously entered into that certain Loan
Agreement dated as of June 19, 2006, a First Amendment thereto dated as of June
26, 2006, a Second Amendment thereto dated December 5, 2006, and a Third
Amendment thereto dated March 28, 2008 (collectively, the "Loan
Agreement"); and

    


    WHEREAS, The parties
acknowledge that the remaining outstanding principal plus interest as of
November 30, 2008 owed to the Lender is $8,010,644.  The remaining
debt as of November 30, 2008 owed to Gemini consisting of a guarantee of the
Corporation's line of credit is $2,540,000.


    


    WHEREAS, the parties now wish
to further amend the Loan Agreement as set forth in this Amendment.

    


    NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereby
agree as follows:

    


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

    


    1.           Amendment of the Loan
Agreement.

     

    1.1            Section
3.2(a) of the Loan Agreement is hereby amended and restated in its entirety to
read as follows:

     

    "3.2           Conversion.

     

    (a)           Each
Conversion Participant shall have the option to convert its respective
Conversion Amount pursuant to this Agreement into such number of fully paid and
non-assessable shares of the Parent Guarantor's Preferred Stock, par value
$0.0001 per share (“Parent Guarantor
Stock”) as determined by dividing (A) such Conversion Participant’s
Conversion Amount by (B) $34.50, appropriately adjusted for stock dividends,
stock splits and other recapitalizations subsequent to the date of the Parent
Guarantor's most recent publicly available securities law filing prior to the
execution of this Agreement."



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    2.           Consent to Change of
Control.  The Parent Guarantor is contemplating a transaction
that qualifies as a change of control of the Parent, as defined in section 7.11
of the Loan Agreement whereby Runcom Technologies Ltd. (the "Subscriber") is investing in
the Parent Guarantor and the Subscriber will receive in exchange shares and
warrants in the Parent Guarantor (the "Transaction"). The Lender
consents to the Transaction, as required pursuant to sections 7.11 and 8.1(j) of
the Loan Agreement.

     

    3.           No Other
Modifications.  Except as expressly set forth herein, all other
terms and conditions of the Loan Agreement shall remain in full force and
effect.

     

    4.           Miscellaneous.

     

    4.1           Counterparts; Fax
Signatures.  This Amendment may be executed in counterparts,
each of which shall constitute an original, but all of which together shall
constitute one and the same Amendment.  Originally executed
counterparts may be delivered by facsimile and any such delivery shall be valid
for all purposes as delivery of a manual signature and equally admissible in any
legal proceedings to which any of the Company, the Parent Guarantor, or the
Lender is a party.

     

    4.2           Severability.  If
any provision of this Amendment or the application thereof, shall for any reason
and to any extent be determined by a court of competent jurisdiction to be
invalid or unenforceable under applicable law, the remaining provisions of this
Amendment shall be interpreted so as best to reasonably effect the intent of the
parties hereto.

     

    4.3           Entire
Agreement.  This Amendment, together with the Loan Documents
(as defined in the Loan Agreement) and all exhibits hereto and thereto,
constitute the entire understanding and agreement of the parties with respect to
the transactions contemplated herein and supersede all prior and contemporaneous
understandings and agreements, whether written or oral, with respect to such
transactions.

     

    4.4           Governing Law;
Forum.  This Amendment shall be governed in all respects by
Section 9.10 and 9.13 of the Loan Agreement.


    


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of Page Intentionally Left Blank]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties have executed this Fourth Amendment to Loan
Agreement as of the date first written above.

     

    
      
        
          
            	 
      	
                    IXI
      MOBILE (R&D) LTD.

                  
	 
      	 
      
	 
      	
                    By:

                  	/S/	 
      
	 
      	 
      
	 
      	
                    Name:
      Israel Frieder

                  
	 
      	 
      
	 
      	
                    Title:
      Chairman of the Board of Directors and Chief Executive
    Officer

                  
	 
      	 
      
	 
      	
                    IXI
      MOBILE, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	/S/	 
      
	 
      	 
      
	 
      	
                    Name:
      Israel Frieder

                  
	 
      	 
      
	 
      	
                    Title:
      Chairman of the Board of Directors and Chief Executive
    Officer

                  


          

           

        

      

    

    [Signature
Page to Fourth Amendment to Loan Agreement]



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the parties have executed this Fourth Amendment to Loan
Agreement as of the date first written above.


    


    
      
        	 
      	
                SOUTHPOINT
      MASTER FUND, LP

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                Southpoint
      GP, LP, its general partner

              
	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                Southpoint
      GP, LLC

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                By:

              	/S/
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Name:

              	
                John
      S. Clark, II

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Title:

              	
                Manager

              


      

    

    


    [Signature
Page to Fourth Amendment to Loan Agreement]