0001108017-05-000600 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • October 11th, 2005 • Xfone Inc • Communications services, nec • Louisiana

THIS MANAGEMENT AGREEMENT is effective as of the 11th day of October, 2005 and is by and between I-55 Internet Services, Inc., a Louisiana corporation (“I-55 Internet”) and XFone USA, Inc., a Mississippi corporation ("XFone USA" or "Manager") (referred to collectively hereinafter as "the Parties").

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First Amendment to Agreement and Plan of Merger
Agreement and Plan of Merger • October 11th, 2005 • Xfone Inc • Communications services, nec

This First Amendment to Agreement and Plan of Merger ("First Amendment") is entered into as of October 10, 2005 by and among I-55 Internet Services, Inc. (the "Company"), XFone, Inc. (the "Parent"), XFone USA, Inc. (the "Subsidiary") and Hunter McAllister and Brian Acosta (the "Principals").

MCG Capital Corporation
Xfone Inc • October 11th, 2005 • Communications services, nec • Virginia
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