This Consulting Agreement ("Agreement") is entered into on March 28, 2007, to be effective as of January 1,
2007, by and between Xfone, Inc. , a Nevada corporation (the "Company") and Abraham Keinan (the
WHEREAS , the Consultant has been the Chairman of the Board of Directors of the Company (the "Board")
since the inception of the Company, and is a major shareholder of the Company; and
WHEREAS , the Consultant has expertise in the areas of telecommunication, corporate management, finance,
investment, mergers and acquisitions, product and service strategy, and other areas relating to the business of the
WHEREAS , the Company desires to avail itself of the expertise of the Consultant in the aforesaid areas, in
which it acknowledges the expertise of the Consultant.
NOW, THEREFORE , in consideration of the foregoing recitals and other good and valuable consideration, the
Company and the Consultant do hereby agree as follows:
1. The Company hereby appoints the Consultant to render the advisory and consulting services described
below in Section 4 of this Agreement (the "Services") during the effective term of this Agreement.
2. In connection with the provision of the Services pursuant to this Agreement, the Consultant shall report
directly and only to the Board.
3. It is hereby clarified that nothing in this Agreement, including in the provision of the Services under it, shall
derogate from, or conflict with, any duties and/or responsibilities and/or authority under and/or pursuant
to the Articles of Incorporation and/or the Bylaws of the Company and/or any rules and/or regulations
and/or guidelines of the AMEX and/or the TASE (and/or any other applicable stock exchange) and/or
any rules and/or regulations and/or guidelines of the U.S. SEC and/or the ISA (and/or any other
applicable securities commission or authority) and/or the laws of the state of Nevada and/or any othe