SECOND
AMENDMENT TO LETTER AGREEMENT

    


    This
Second Amendment to the Letter 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 Letter
Agreement dated as of March 28, 2007, and a First Amendment thereto dated as of
March 28, 2008 (collectively the “Letter
Agreement”); and

    


    WHEREAS, The parties
acknowledge that as of November 30, 2008, the principal plus accrued interest
owed to the Lender totals $2,489,568 (“Loan
Amount”).

    


    WHEREAS, the parties now wish
to further amend the Letter 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 Letter Agreement.

    


    1.           Amendment of the Letter
Agreement.

     

    1.1            The
following section shall be inserted into the Letter Agreement after section
1.4:

     

    "1.5.
Conversion.

    (a)           Lender
shall have the option to convert its respective outstanding Loan Amount and
accrued and unpaid interest (the "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 (“IXI
Stock”) as determined by dividing (A) Lender'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.

     

    (b)           No
fractional shares of Conversion Stock shall be issued upon an Optional
Conversion.  If, upon an Optional Conversion, a fraction of a share
would otherwise result, then in lieu of such fractional share the Parent
Guarantor will pay the cash value of that fractional share.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c)           An
Optional Conversion shall be effectuated by Lender by furnishing the Parent
Guarantor at any time, a notice indicating Lender’s Conversion Amount and
otherwise evidencing Lender's intention to convert its respective Conversion
Amount (the “Conversion
Notice”).

     

    (d)           The
date on which the Conversion Participant delivers the Conversion Notice, duly
executed, to the Parent Guarantor shall be deemed to be the date of Optional
Conversion (the “Optional
Conversion Date”) for the purposes of determining the Conversion
Amount.  Facsimile delivery of the Conversion Notice shall be accepted
by the Parent Guarantor.  Certificates representing the shares of
Conversion Stock issuable upon an Optional Conversion, containing the
restrictive legend then in effect, will be delivered to the Conversion
Participant as soon as practicable after the Optional Conversion
Date.

     

    (e)           Any
Conversion Amount converted into Conversion Stock will be deemed fully paid and
all Obligations relating thereto will be deemed fully satisfied.  Upon
issuance of the conversion stock, such shares shall be duly and validly
issued."

     

    2.           Consent to Transaction with
Subscriber.  The Parent Guarantor and Runcom Technologies Ltd.
(the "Subscriber") contemplate an investment
whereby the Subscriber is investing in the Parent Guarantor in exchange for
shares and warrants in the Parent Guarantor (the "Transaction"). Lender hereby consents to
the Transaction pursuant to section 1.2 of the Letter Agreement.

     

    3.           No Other
Modifications.  Except as expressly set forth herein, all other
terms and conditions of the Letter 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 Letter 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 8 of the Letter Agreement.

    


    [Remainder
of Page Intentionally Left Blank]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties have executed this Second Amendment to Letter
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 Second Amendment to Letter Agreement]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
WITNESS WHEREOF, the parties have executed this Second Amendment to Letter
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 Second Amendment to Letter Agreement]