Exhibit 10.46

FINANCIAL SERVICES AND BUSINESS DEVELOPMENT

CONSULTING AGREEMENT

This Financial Services Consulting Agreement (“this Agreement”) is dated as of November 18, 2004, and is made by and between Dionysos Investments (1999) Ltd., an Israeli company (“Dionysos”), and Xfone, Inc., a Nevada corporation (“Client”) with respect to certain services to be provided by Dionysos as described herein. The parties hereby agree to the following terms and conditions in connection with such services.

    1.        Services. Dionysos agrees to assist the Client in connection with services related to financial activities, financial reports, mergers & acquisitions and other business development work (the “Services”). In the event the Client requests additional services, the scope of such additional services shall be as agreed by the parties and shall be governed by this Agreement.

    2.        Compensation . The parties agree that Dionysos will be compensated by Client for the Services provided to the Client in the amount of Three Thousand British Sterling Pounds (£3,000) per month beginning on the Effective Date of this Agreement (the “Fees”). In addition, Client will reimburse Dionysos, based on prior approval by the Client, for expenses incurred, which expenses will include travel, hotel, meals, courier, report reproduction and other administrative costs when and where needed (the “Expenses”). Compensation for any additional services provided by Dionysos for the Client shall be as agreed by the parties.

    3.        Effective Date and Term . The Effective Date of this Agreement shall be January 1, 2005 (the “Effective Date”). The term of this Agreement shall be two (2) years (the “Term”). Dionysos’s Services shall begin on the Effective Date. The Term will be automatically renewed for successive two-year periods, unless either party provides written notice at least ninety (90) days prior to the end of the Term that such party does not wish to renew this Agreement.

    4.        Confidentiality . Dionysos recognizes that certain confidential information concerning the Client will be furnished by the Client to Dionysos in connection with the Services being provided (“Confidential Information”).

        Dionysos agrees that it will disclose Confidential Information only to those of its directors, officers, employees, advisors or agents who have a need to know such information, or to advisors to the Client. Confidential Information shall not include information that (i) is in the possession of Dionysos prior to its receipt of such information from the Client, (ii) is or becomes publicly available other than as a result of a breach of this Agreement by Dionysos, or (iii) is independently acquired or developed by Dionysos without violating any of its obligations under this Agreement.

        The Client recognizes and confirms that Dionysos (a) will use and rely primarily on the Confidential Information and on information available from public sources in performing the Services contemplated by this Agreement without having independently verified the same, and (b) does not assume responsibility for the accuracy or completeness of the Confidential Information or such other publicly available information.

        In the event that Dionysos receives a request to disclose all or any part of any Confidential Information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, judicial or administrative agency or by a legislative body or committee, such disclosure by Dionysos shall not constitute a violation of this Agreement provided that Dionysos (a) promptly notifies Client of the existence, terms and circumstances surrounding such request, (b) consults with Client on the advisability of taking available legal steps to resist or narrow such request, and (c) if disclosure of such Confidential Information is required or deemed advisable, exercises its best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information to be disclosed which Client designates.

    5.        Use of Dionysos Name. The Client agrees not to refer to Dionysos or attribute any information to Dionysos (i) in the press, (ii) for advertising or promotional purposes, or (iii) for the purpose of informing or influencing any third party, including the investment community, without the prior written consent of Dionysos.

    6.        Work Product . All work product created by the Consultant in connection with the Services shall be “work for hire”, and the Client shall be the rightful owner under U.S. copyright laws, free and clear of all claims of ownership or otherwise (including the Consultant’s). The Consultant will do any and all things, and execute any and all documents as may be appropriate to achieve the objectives of this Section.

    7.        Indemnification. The Client hereby agrees to indemnify and hold harmless (i) Dionysos, (ii) any entity directly or indirectly controlling, controlled by, or under common control with, Dionysos, or any other affiliates of Dionysos or such entities (collectively “Dionysos Affiliates”), and (iii) the respective directors, officers, stockholders, agents and employees of Dionysos and such entities (collectively, “Indemnified Persons”), from and against all claims, liabilities, losses, damages, and expenses as incurred (including reasonable legal fees and disbursements of counsel and the costs of Dionysos professional time), joint or several (including actions or proceedings in respect thereof) (collectively “Losses”), relating to or arising out of the Services. The Client shall not, however, be liable under the foregoing indemnity agreement to the extent that any such Losses are determined by arbitration pursuant to Section 15, or are otherwise finally determined, as the case may be, to have resulted primarily from the gross negligence, willful misconduct or bad faith of any Indemnified Person in connection with the Services. T