Re: Incremental Funding

Exhibit 10.57

Xfone, Inc.

Israel

Re:   Incremental Funding

Reference is made to that certain Securities Purchase Agreement, dated as of September 27, 2005 (as amended, modified or supplemented from time to time, the “Purchase Agreement”), between Xfone, Inc., a Nevada corporation (“Xfone”), and Laurus Master Fund, Ltd. (“Laurus”), pursuant to which Xfone issued to Laurus a Secured Convertible Term Note in the aggregate principal amount of Two Million Dollars ($2,000,000) (as amended, modified or supplemented from time to time, the "Note"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement or the Note, as applicable.

In connection with the foregoing and subject to the conditions set forth herein, Laurus hereby agrees to make available to Xfone on or after March 27, 2006 additional financing in an aggregate principal amount of up to $1,500,000 (One Million Five Hundred Thousand Dollars) (such amount, the “Incremental Funding Amount”) in one installment, so long as (i) Xfone has given Laurus no less than ten (10) business days prior written notice (or such shorter period as is acceptable to Laurus) of its desire to incur the Incremental Funding Amount (a “Funding Request”), (ii) Xfone has paid to Laurus such other fees and expenses then due and payable to Laurus in connection with either the Purchase Agreement, any Related Agreement, or the Incremental Funding Amount (it being understood and agreed that in connection with the Incremental Funding Amount: (a) escrow fees and management fees due to Laurus will be paid by Xfone; (b) no due diligence and documentation fees will be paid by Xfone), (iii) no Event of Default has occurred and is continuing beyond any applicable cure period under the Purchase Agreement or any Related Agreement, (iv) the Registration Statement required to be filed under the Registration Rights Agreement has been declared effective by the SEC, (v) Xfone has a sufficient number of authorized shares of its Common Stock that would be required to be registered to permit the full conversion by Laurus at the applicable Fixed Conversion Price of the Incremental Funding Amount and to fully exercise the warrant into freely tradable shares of Xfone’s Common Stock, (vi) the Incremental Funding Documents (as defined below) have been delivered to Laurus in form and substance satisfactory to Laurus, (vii) Xfone shall have demonstrated to Laurus’ reasonable satisfaction that Xfone has received all necessary regulatory approvals, and all applicable waiting periods shall have run, with respect to the consummation of its acquisition (the “Acquisition”) of I-55 Telecommunications, LLC, a Louisiana limited liability company (“I-55 Telecommunications”), and Xfone shall have taken full ownership control of I-55 Telecommunications and (viii) the terms and conditions of the Acquisition, and the nature of the assets to be acquired thereby, shall in each case be satisfactory to Laurus in its sole discretion.

Prior to