Second Amendment to Financial Services and Business Development Consulting Agreement

This Second Amendment to Financial Services and Business Development Consulting Agreement ("Second Amendment") is entered into as of January 15, 2009, to be effective as of January 1, 2009 ("the Effective Date"), by and among Dionysos Investments (1999) Ltd., an Israeli company ("Dionysos"), and Xfone, Inc., a Nevada corporation ("Client").

WHEREAS, Dionysos and the Client entered into that certain Financial Services and Business Development Consulting Agreement dated November 18, 2004 (the "Consulting Agreement"); and

 WHEREAS, on February 8, 2007, pursuant to the recommendations of the Audit Committee of the Client and the resolutions of its Board of Directors, Dionysos and the Client entered into a First Amendment to the Consulting Agreement (the "First Amendment") which amended Section 2 of the Consulting Agreement ("Section 2"); and

WHEREAS, Dionysos and the Client desire to amend Section 2, pursuant to the recommendations of the Audit Committee of the Client and the resolutions of its Board of Directors dated January 15, 2009.

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the parties do hereby agree as follows (capitalized terms used herein have the same meaning as defined in the Consulting Agreement, unless otherwise specified herein).

1.            Amendment .  Section 2 is hereby amended in its entirety to read as follows:

" Compensation . (i) The parties agree that Dionysos will be compensated by Client for the Services provided to the Client in the amount of Eight Thousand Britis