NUMBER

              U-__________

               

            	 	
              UNITS

            
	
               SEE
                REVERSE FOR 

            	 
	
              CERTAIN
                DEFINITIONS

            	
              IXI
                MOBILE, INC.

            
	 	 
	 	 
	 	
               CUSIP
                466026 20
                0

            


    

     

    UNITS
      CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS EACH TO PURCHASE ONE
      SHARE OF COMMON STOCK

    


    THIS
      CERTIFIES THAT
      ______________________________________________________________________________

    


    is
      the
      owner of
      ________________________________________________________________________________
      Units.

    


    Each
      Unit
      (“Unit”) consists of one (1) share of common stock, par value $.0001 per share
      (“Common Stock”), of IXI Mobile, Inc., a Delaware corporation (the “Company”),
      and two warrants (the “Warrants”). Each Warrant entitles the holder to purchase
      one (1) share of Common Stock for $5.00 per share (subject to adjustment).
      Each
      Warrant will become exercisable on July 12, 2006, and will expire unless
      exercised before 5:00 p.m., New York City Time, on July 11, 2009, or earlier
      upon redemption (the “Expiration Date”). The terms of the Warrants are governed
      by a Warrant Agreement, dated as of July 12, 2005, between the Company and
      Continental Stock Transfer & Trust Company, as Warrant Agent, and are
      subject to the terms and provisions contained therein, all of which terms and
      provisions the holder of this certificate consents to by acceptance hereof.
      Copies of the Warrant Agreement are on file at the office of the Warrant Agent
      at 17 Battery Place, New York, New York 10004, and are available to any Warrant
      holder on written request and without cost. 

     

    This
      certificate is not valid unless countersigned by the Transfer Agent and
      Registrar of the Company.

    Witness
      the facsimile seal of the Company and the facsimile signature of its duly
      authorized officers.

     

    
      	
               By

               

               

               

              
                

              

              President

            	 	
               

            	 	
               

               

               

              
                
Secretary

            
	
            	 	 	 	 


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IXI
      Mobile, Inc.

     

    The
      Company will furnish without charge to each stockholder who so requests, a
      statement of the powers, designations, preferences and relative, participating,
      optional or other special rights of each class of stock or series thereof of
      the
      Company and the qualifications, limitations, or restrictions of such preferences
      and/or rights. 

     

    The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:

    

      
        	 	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT - _____ Custodian ______

              
	 	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	
                                                      
                  (Cust)                    
                  (Minor)

              
	 	
                JT
                  TEN - 

              	
                as
                  joint tenants with right of 

              	
                under
                  Uniform Gifts to Minors

              
	 	 	
                survivorship
                  and not as tenants in common

              	
                Act
                  ______________

              
	 	 	 	
                 (State)

              


      

    

    
    

    Additional
      Abbreviations may also be used though not in the above list.

     

    For
      value received, ___________________________ hereby sell, assign and transfer
      unto

    


    
    

    
      
        	
                PLEASE
                  INSERT SOCIAL SECURITY OR OTHER

                IDENTIFYING
                  NUMBER OF ASSIGNEE

              


      

       

      
        	
                 

                 

              


      

    

     

    
      	 
	
               (PLEASE
                PRINT OR TYPEWRITE NAME AND
                ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

               

            
	 
	 	 Units


    

     

    
      	 represented
              by
              the within Certificate, and do hereby irrevocably constitute and
              appoint
	 
	 	 Attorney


    

    to
      transfer the said Units on the books of the within named Company will full
      power
      of substitution in the premises.

    


    Dated
      ________________    

     

    
      	 	 
	
                 
                

            	
              Notice: 
                The signature to this assignment must correspond with the
                name as
                written upon the face of the certificate in every particular, without
                alteration or enlargement or any change
                whatever.

            


    

     

    Signature(s)
      Guaranteed:

     

    __________________________________________________________________

    THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION


    (BANKS,
      STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH 

    MEMBERSHIP
      IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, 

    PURSUANT
      TO S.E.C. RULE 17Ad-15).