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 recommen