NUMBER

            	 	 	 	 	 	 	 	 	 	 	
              SHARES

            
	
              ______C

            	 	 	 	 	 	 	 	 	 	 	 	 


    

     

    IXI
      MOBILE, INC.

     

    INCORPORATED
      UNDER THE LAWS OF THE STATE OF DELAWARE

     

    COMMON
      STOCK

     

    SEE
      REVERSE FOR

     

    CERTAIN
      DEFINITIONS

     

    


     

    This
      Certifies that          CUSIP
      466026 10 1

     

    


     

    is
      the owner of

    


     

    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON
      STOCK OF

     

    IXI
      MOBILE, INC.

     

    transferable
      on the books of the Corporation in person or by duly authorized attorney upon
      surrender of this certificate properly endorsed.

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

    Witness
      the seal of the Corporation and the facsimile signatures of its duly authorized
      officers.

     

     

    Dated:

     

     

    
      	 	 	 	 	 
	 	 	
               

            	 	 
	PRESIDENT 	 	 	 	SECRETARY


    

     

    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    


    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
      survivorship               
                
      under Uniform Gifts to Minors

     
      and not as tenants in common                          
         Act ______________

     (State)

    


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

     

    IXI
      Mobile, Inc.

     

    The
      Corporation will furnish without charge to each stockholder who so requests
      the
      powers, designations, preferences and relative, participating, optional or
      other
      special rights of each class of stock or series thereof of the Corporation
      and
      the qualifications, limitations, or restrictions of such preferences and/or
      rights. This certificate and the shares represented thereby are issued and
      shall
      be held subject to all the provisions of the Certificate of Incorporation and
      all amendments thereto and resolutions of the Board of Directors providing
      for
      the issue of shares of Preferred Stock (copies of which may be obtained from
      the
      secretary of the Corporation), to all of which the holder of this certificate
      by
      acceptance hereof assents.

     

    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)

     

    
      

    

    
       

      
        

      

    

    
       

      ______________________________________________________________________________________________________________________________________
        shares

    

    


    of
      the capital stock represented by the within Certificate, and do hereby
      irrevocably constitute and appoint

    


    _______________________________________________________________________________________________________________Attorney

    to
      transfer the said stock on the books of the within named Corporation 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).