0001108017-06-000550 Sample Contracts

AGREEMENT TO PURCHASE PROMISSORY NOTE
Purchase Promissory Note • July 31st, 2006 • Xfone Inc • Communications services, nec • Mississippi

This Agreement is between XFone, Inc. (XFone”) and the undersigned creditor (“Creditor”) of I-55 Telecommunications, LLC (“Telecom”) and is effective as of October 31, 2005.

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This document was entered into in Hebrew and has been translated into English for purposes of this filing Agreement for Market Making in Securities Made and entered into on July 31, 2006
Xfone Inc • July 31st, 2006 • Communications services, nec

Whereas the Corporation has registered its securities by way of "Dual Listing" in the Tel-Aviv Stock Exchange Ltd. (hereinafter: the "Stock Exchange") pursuant to the provisions of chapter E3 of the Securities Act 1968 (hereinafter: the "Securities Act"); and

OBERON SECURITIES
Xfone Inc • July 31st, 2006 • Communications services, nec
OBERON SECURITIES
Xfone Inc • July 31st, 2006 • Communications services, nec
Second Amendment to Agreement and Plan of Merger
Agreement and Plan of Merger • July 31st, 2006 • Xfone Inc • Communications services, nec

This Second Amendment to Agreement and Plan of Merger ("Second Amendment") is executed as of June 28, 2006, to be effective as of March 9, 2005, by and among WS Telecom, Inc. ("WST"), Xfone, Inc. (the "Parent"), Xfone USA, Inc. (the "Subsidiary"), and Wade Spooner and Ted Parsons (collectively the "Principals").

SERVICE AGREEMENT
Service Agreement • July 31st, 2006 • Xfone Inc • Communications services, nec • Florida

THIS AGREEMENT (the “Agreement”) is made and entered into this 6th day of December, 2005, by and between ELITE FINANCIAL COMMUNICATIONS GROUP, LLC, located at 605 Crescent Executive Court, Suite 124, Lake Mary, Florida 32746, (hereinafter referred to as “ELITE”) and XFONE, INC., located at c/o Swiftnet Limited, Britannia House, 960 High Road, London N12 9RY, United Kingdom, (hereinafter referred to as the “Company”).

GENERAL CONTRACT FOR SERVICES
General Contract for Services • July 31st, 2006 • Xfone Inc • Communications services, nec

This contract for Service (this “Contract”) was made effective as of January 01, 2005 by and between Swiftnet Ltd of 960 High Road, London, UK N12 9RY, and Xfone, Inc. of 2506 Lakeland Drive, Suite 100, Jackson, MS 39232, USA. In this Contract, the party who is contracting to receive services will be referred to as “Swiftnet”, and the party who will be providing the services will be referred to as “Xfone”.

XFONE
Xfone Inc • July 31st, 2006 • Communications services, nec

In order to induce you to serve as an officer and/or director of XFONE, Inc. (the “Corporation”) or one of its subsidiaries and in consideration of your acceptance and execution hereof, the Corporation hereby agrees to indemnify you, your heirs and your executor or administrator according to the terms and conditions set forth below:

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