Exhibit 10.70

Exhibit
    10.70
    

    

    


    AGREEMENT

    GENERAL
      TERMS AND CONDITIONS

    


    THIS
      AGREEMENT
      is made
      by and between Xfone.USA,
      Inc.
      (“Xfone.USA”),
      a
      Mississippi corporation, and EBI Comm, Inc. (“EBI”), a Mississippi corporation,
      and shall be effective on the Effective Date, as defined herein. This Agreement
      may refer to either Xfone.USA
      or EBI
      or both as a “Party” or “Parties.” This Agreement reflects the terms and
      conditions to acquire certain assets owned by EBI, (the “Transaction”).


    


    
      	1.  	
              Transaction
                Terms. 

            


    

     

    
      	(a)  	
              Transaction
                Structure. Xfone.USA
                will purchase the customer base, including Dial-Up, Dedicated, Wholesale,
                DSL and Hosted Domain customers, and certain equipment items of EBI
                through the transfer of EBI’s assets, as described herein.
                

            


    

     

    
      	(b)  	
              Assets
                to be Acquired.
                Xfone.USA
                will purchase certain assets, tangible and intangible, owned by EBI
                that
                are used in, or necessary for the conduct of its business, including,
                without limitation: (i) EBI’s trade name(s), trademarks and all related
                intellectual property; (ii) EBI’s fixed assets, including assets in the
                following locations: New Orleans - one (1) Cisco 24-Port Ethernet
                Switch,
                one (1) OmniView 8-Port KVM Switch, one (1) Barracuda Spam Firewall
                300,
                one (1) Dell Server, two (2) Custom Servers, one (1) Livingston Portmaster
                2E, one (1) Dymeta TrimMail 420 Spam Filter; Columbus, MS - three
                (3)
                Custom Workstations, three (3) Custom Servers, one (1) Cisco Router,
                two
                (2) 3Com SW 3300 Ethernet Switches, 3 APC UPS Back ups; (iii) entire
                customer base, including all hosted domains and all related peripheral
                equipment, including cables and wires; (iv) any and all customer
                lists;
                and (iv) EBI’s current assets, including but not limited to, accounts
                receivable. 

            


    

     

    
      	(c)  	
              Liabilities
                to be Assumed.
                Xfone.USA
                will not assume any of EBI’s liabilities whatsoever, including but not
                limited to accounts payable, payroll liabilities and any other payables
                and accruals.

            


    

     

    Xfone.USA
      shall
      not be responsible for any liabilities of EBI whatsoever and the assets
      purchased shall be transferred to Xfone.USA
      free and
      clear of all liens or encumbrances of any kind or nature.

     

    
      	(d)  	
              Consideration.
                The aggregate consideration for the assets to be purchased will be
                paid in
                cash, cash equivalents or immediately available funds and will consist
                of:
                (i) a payout of fifty-percent (50%) of the monthly collected revenue
                from
                the customer base during the initial twelve (12) month period, which
                shall
                commence on the Effective Date of this agreement; (ii) any payment
                due to
                EBI will first be credited to I-55 Internet Services, Inc. or I-55
                Telecommunications against any outstanding and unpaid amounts owed
                for
                services previously provided to EBI from the I-55 companies. *
                THE AGREED TO BE DEDUCTED FROM THE 1ST
                MONTH COLLECTIONS IS $7,728.00.

            


    

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    
      	(e)  	
              Transition
                Assistance.
                Simultaneously with the execution of this Agreement as defined herein.
                EBI
                will use its reasonable best efforts to assist Xfone.USA
                to
                make a swift and complete transition. Beginning on the Effective
                Date of
                this Agreement, EBI will immediately remit, to Xfone.USA,
                any funds received from its customers, along with the pertinent billing
                information for each customer so Xfone.USA
                can apply the proper credits to each customer’s
                account.

            


    

     

    
      	(f)  	
              Conditions
                for Closing.
                The closing of the Transaction is subject to the acceptance and execution
                of this Agreement by the Owner/Manager or duly authorized executive
                officer of EBI. 

            


    

     

    
      	(g)  	
               Cooperation
                of the Parties.
                Xfone.USA
                and EBI will cooperate with each other to the fullest extent in the
                execution of the Agreement. Xfone.USA
                and
                EBI will use their best efforts to take all steps necessary to consummate
                the Transaction as soon as practicable but, in any event, prior to
                December 31, 2005. 

            


    

     

    Additionally,
      EBI will continue to assist Xfone.USA
      in the
      transition of EBI customers to Xfone.USA
      after
      the
      close of the Transaction and throughout the initial twelve (12) month period
      to
      assist in collection of payments and with customer issues to insure the
      retention of the customer base purchased during that time.

     

    
      	(h)  	
              Indemnification.
                EBI hereby indemnifies and agrees to hold Xfone.USA
                harmless from, against and in respect of (and shall on demand reimburse)
                Xfone.USA
                for (i) any and all debts, all liabilities or obligations of EBI,
                direct
                or indirect, fixed, contingent or otherwise, which exists at or as
                of the
                Effective Date or which arises after the Effective Date but which
                are
                based upon or arise from any act, omission, transaction, circumstance,
                sale of goods or services, state of facts or other conditions which
                occurred or existed on or before the Effective Date and (ii) any
                loss,
                liability or damage suffered or incurred by Xfone.USA
                by
                reason of any untrue representation or non-fulfillment of any covenant
                by
                EBI contained in this Agreement or in any document executed or delivered
                in connection with this Agreement. EBI shall reimburse Xfone.USA
                for any indemnity claim within ten (10) days of demand and if the
                claim is
                not satisfied within said period, then Xfone.USA
                shall be entitled to set off the amount of such indemnity claim against
                any amounts due to EBI under this Agreement or any other
                agreement.

            


    

     

    
      	(i)  	
              Confidentiality.
                The confidentiality shall not apply to any information which is (i)
                publicly available, (ii) known to Xfone.USA,
                as shown by credible evidence, prior to the date hereof, (iii)
                independently developed by Xfone.USA
                after the date hereof, as shown by credible evidence, or (iv) acquired
                by
                Xfone.USA
                from a third party who has no obligation to keep such information
                confidential. In the event the Transaction is not consummated for
                any
                reason whatsoever, Xfone.USA
                shall promptly return all information to EBI and shall not make use
                of any
                proprietary information and/or trade secrets of
                EBI.

            


    

     

    
      	(j)  	
              Conduct
                in Ordinary Course.
                In
                addition to the conditions discussed in this Agreement, consummation
                of
                the Transaction is subject to EBI conducting its business in the
                ordinary
                course during the period between the date hereof and the date of
                final
                transition and there having been no material adverse change in EBI’s
                business, financial condition or
                prospects.

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    2.
      Expenses.
      EBI, on
      one hand and Xfone.USA,
      on the
      other hand, shall bear their respective expenses, costs and fees (including
      attorneys and accountants) in connection with the Transaction contemplated
      herby.

    


    3.
      Public
      Announcements.
      Neither
      EBI nor Xfone.USA
      will
      make any announcement of the Transaction contemplated by this Agreement prior
      to
      the execution of this Agreement without the prior written approval of the other,
      which approval will not be unreasonably withheld or delayed. By executing this
      Agreement, EBI hereby authorizes Xfone.USA
      to
      publicize the signing of this Agreement. The foregoing shall not restrict in
      any
      respect EBI or Xfone.USA
      ability
      to communicate information concerning this Agreement and the transactions
      contemplated hereby to their respective affiliates’, officers, directors,
      employees and professional advisers, and, to the extent relevant, to third
      parties whose consent is required in connection with the transaction
      contemplated by this Agreement.

    


    4.
      Effective
      Date.
      The
      Effective Date of this Agreement will be the date that of the last signature
      affixed to this Agreement.

     

    5.
      Miscellaneous.
      This
      Agreement shall be governed by the substantive laws of the State of Mississippi
      without regard to conflict of law principles. This Agreement constitutes the
      entire understanding and agreement between the parties hereto and their
      affiliates with respect to its subject matter and supersedes all prior or
      contemporaneous agreements, representations, warranties and understandings
      of
      such parties (whether oral or written). No promise, inducement, representation
      or agreement, other than as expressly set forth herein, has been made to or
      by
      the parties hereto. This Agreement may be amended only by written agreement,
      signed by the parties to be bound by the amendment. Evidence shall be
      inadmissible to show agreement by and between such parties to any term or
      condition contrary to or in addition to the terms and conditions contained
      in
      this letter. This Agreement shall be construed according to its fair meaning
      and
      not strictly for or against either party.

    


    IN
      WITNESS WHEREOF, the Parties have executed this Agreement the day and year
      written below.

    


     

    
      	
              Xfone.USA,
                Inc.  

            	 	
              EBI

            
	 	 	 
	
              By:
                /s/ Wade Spooner

            	 	
              By:
                /s/ Gene Imes 

            
	
              Name:
                Wade Spooner

            	 	
              Name:
                Gene Imes

            
	
              Title:
                CEO/President

            	 	
              Title:
                Owner

            
	
              Date:
                1/1/06

            	 	
              Date:
                27 Dec 05

            


    

    


    
      
        
        

      

      
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