This Agreement is entered into on November 7, 2006, to be effective as of November 1, 2006, by and between
Xfone, Inc. (“ XFONE ” or the “ Company ”), with offices at Britannia House, 960 High Road, London N12
9RY, United Kingdom, and Institutional Marketing Services, Inc. (‘‘IMS”) with offices at 110 Wall Street,
Suite 2400 New York, NY 10005, United States.
WHEREAS , XFONE is a U.S.-domiciled corporation, with operations in the United Kingdom, the United
States and Israel, that provides international voice, video and data communications services; and
WHEREAS , IMS is a U.S.-domiciled company that provides investor relations services; and
WHEREAS , XFONE desires to retain IMS to render its services to XFONE on the terms and conditions set
forth in this Agreement and IMS desires to be retained by XFONE on such terms and conditions.
NOW THEREFORE, XFONE and IMS agree as follows:
IMS' Duties and Obligations
IMS shall review and analyze various aspects of XFONE’s goals and make recommendations on
feasibility and achievement of desired goals.
At the Company’s request, IMS shall be available to manage any calls from firms, individual
investors/shareholders and brokers inquiring about XFONE.
IMS shall assist XFONE in preparing its Annual and Special Meetings.
IMS shall assist XFONE in preparing its quarterly and yearly communications relative to its financial
results and coordinate corresponding news announcements, conference calls and simulcasts on the Internet in
accordance with Regulation FD.
IMS shall write, produce and/or assist XFONE in preparing and releasing all news announcements.
XFONE shall be solely responsible for paying all fees associated with the actual release(s) through PR
Newswire, or any other comparable news dissemination source. IMS shall create, build and continually enhance
a database of all brokers, investors, analysts and media contacts who have expres