Preview | Escrow Agreement |

This Escrow Agreement (this Agreement) dated July 20, 2006 by and among Israel Technology Acquisition Corp., a Delaware corporation (Parent), Gideon Barak, as the Representative, being the representative of the former stockholders of IXI Mobile, Inc. (the Company), a Delaware Corporation (the Representative) and Continental Stock Transfer & Trust Company, as escrow agent (the Escrow Agent).

A. The Company, Parent and ITAC Acquisition Subsidiary Corp., a Delaware corporation and wholly-owned subsidiary of Parent (Merger Sub), are the parties to an Agreement and Plan of Merger dated as of February 28, 2006 (the "Merger Agreement") pursuant to which Merger Sub has merged with and into the Company so that the Company has become a wholly-owned subsidiary of Parent. Capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

B. Pursuant to Article II of the Merger Agreement, the Holders are entitled to Additional Shares if certain revenue or profit targets are met by the Parent and/or certain share price targets for shares of Parent Common Stock are met, as prescribed in Article II of the Merger Agreement, subject to the terms and conditions contained therein. The parties desire to establish an escrow fund as security for the obligations of the Parent to issue Additional Shares that the Holders may become entitled to receive pursuant to Article II of the Merger Agreement, such fund to include a separate account for Additional Escrowed Shares that may become distributable only upon the exercise of Company Derivative Securities.

C. Pursuant to Article VIII of the Merger Agreement, Parent is to be indemnified for Losses, subject to certain terms and conditions as provided in the Merger Agreement. The parties desire to establish an escrow fund as security in order to satisfy any indemnification obligations under Article VIII of the Merger Agreement.

D. The Representative has been designated pursuant to the Merger Agreement to represent all of the Holders and act on their behalf for purposes of this Agreement.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

(a) Concurrently with the execution hereof, the Escrow Agent, in its capacity as Exchange Agent pursuant to the Merger Agreement, has established an escrow fund consisting of three separate escrow accounts representing (i) the Holdback Escrowed Shares (ii) the Additional Escrowed Shares and (iii) the Derivative Escrowed Shares (individually the Holdback Escrowed Shares Fund, Additional Escrowed Shares Fund and Derivative Escrowed Shares Fund, and collectively the Escrow Fund). The Escrow Agent shall maintain separate accounts for each Holder's and each Derivative Holders portion of each of the three (3) separate escrow accounts comprising the Escrow Fund.

(b) The Parent has withheld ten percent (10%) of the Closing Shares issuable to the Holders pursuant to the Merger Agreement, pro rata in accordance with the number of Closing Shares issuable to each Holder, which represents the Holdback Escrowed Shares Fund and shall be deposited with the Escrow Agent at the Effective Time.

(c) In accordance with Section 2.13(b) of the Merger Agreement the Parent shall deposit with the Escrow Agent into the Holdback Escrowed Shares Fund ten percent (10%) of that number of shares of Parent Common Stock issuable (if any) to holders of Employee Options pursuant to Section 2.13(a)(i) of the Merger Agreement, pro rata in accordance with the number of shares of Parent Common Stock issuable to each such holder of Employee Options.

(d) In accordance with Section 2.18(b) of the Merger Agreement the Parent shall deposit with the Escrow Agent into the Holdback Escrowed Shares Fund ten percent (10%) of that number of Parent Common Stock issuable (if any) to holders of Company Warrants pursuant to Section 2.18(a)(i) of the Merger Agreement, pro rata in accordance with the number of shares of Parent Common Stock issuable to each such holder of Company Warrants.

(e) Promptly after the Effective Time and in no event more than three (3) Business Days thereafter Parent shall deposit and the Escrow Agent shall hold in the Additional Escrowed Shares Fund certificates representing 10,000,000 shares of Parent Common Stock, pro rata in accordance with the number of Additional Shares issuable (if any) to each Holder.

(f) On the instruction of Parent, the Escrow Agent shall transfer from the Additional Escrowed Shares Fund to the Derivative Escrowed Shares Fund any Additional Escrowed Shares that become Derivative Escrowed Shares.

(g) The Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard and disburse the Escrow Fund pursuant to the terms and conditions hereof. It shall treat the Escrow Fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent. Its duties hereunder shall cease upon its distribution of the entire Escrow Fund in accordance with this Agreement.