Exhibit 10.78


    Exhibit
      10.78


    


    XFONE

     

    


    __________,
      2006

    [name]

    [address]

    [address]

    


    Dear
      Mr.
      ________:

    


    In
      order
      to induce you to serve as an officer and/or director of XFONE, Inc. (the
“Corporation”) or one of its subsidiaries and in consideration of your
      acceptance and execution hereof, the Corporation hereby agrees to indemnify
      you,
      your heirs and your executor or administrator according to the terms and
      conditions set forth below:

    


    1.
      Indemnification. 

    


    (a) The
      Corporation hereby agrees to indemnify you, to the full extent permitted by
      law,
      in connection with any threatened, pending or completed action, suit or
      proceeding, whether past, present or future, whether civil, criminal,
      administrative or investigative (other than an action by or in the right of
      the
      Corporation), to which you were or are a party or to which you were or are
      threatened to be made a party by reason of the fact that you were or are a
      director, officer, employee or agent of the Corporation, or were or are serving
      at the request of the Corporation as a director, officer, employee or agent
      of
      another corporation, partnership, joint venture, trust, employee benefit plan
      or
      other enterprise, or by reason of anything done or not done by you in any such
      capacity, against any and all reasonable expenses (including fees and expenses
      of counsel), judgments, fines and amounts paid in settlement actually incurred
      by you in connection with the investigation, defense, appeal or settlement
      of
      any such action, suit or proceeding if you acted in good faith and in a manner
      you believed to be in or not opposed to the best interests of the Corporation,
      and, with respect to any criminal action or proceeding, had no reasonable cause
      to believe your conduct was unlawful.

    


    (b) The
      Corporation hereby agrees to indemnify you, to the full extent permitted by
      law,
      in connection with any threatened, pending or completed action, suit or
      proceeding, whether past, present or future, by or in the right of the
      Corporation to procure a judgment in its favor to which you were or are a party
      by reason of the fact that you were or are a director, officer, employee or
      agent of the Corporation, or were or are serving at the request of the
      Corporation as a director, officer, employee or agent of another corporation,
      partnership, joint venture, trust, employee benefit plan or other enterprise,
      or
      by reason of anything done or not done by you in any such capacity, against
      any
      and all reasonable expenses (including fees and expenses of counsel), judgments,
      fines and amounts paid in settlement actually incurred by you in connection
      with
      the investigation, defense, appeal or settlement of any such action, suit or
      proceeding if you acted in good faith and in a manner you believed to be in
      or
      not opposed to the best interests of the Corporation; provided that no such
      indemnification shall be made in respect of any claim, issue or matter as to
      which you shall have been adjudged to be liable for gross negligence or willful
      misconduct in the performance of your duties to the Corporation unless and
      only
      to the extent that the Court of Chancery or the court in which such suit, action
      or proceeding was brought shall determine upon application that, despite the
      adjudication of liability but in view of all the circumstances of the case,
      you
      are fairly and reasonably entitled to indemnification for such amounts which
      the
      Court of Chancery or such other court shall deem proper.

    


    (c) For
      purposes hereof, the termination of any action, suit or proceeding by judgment,
      order, settlement, conviction, or upon a plea of nolo contendere or its
      equivalent, shall not, of itself, create a presumption that you did not act
      in
      good faith and in a manner which you believed to be in or not opposed to the
      best interests of the Corporation, and with respect to any criminal action
      or
      proceeding, that you had reasonable cause to believe your conduct was
      unlawful.



    (d) If
      you
      are entitled to indemnification under this Agreement to only a portion of the
      amounts actually incurred by you in the investigation, defense, appeal or
      settlement of any action, suit or proceeding but not for the total amount
      thereof, the Corporation shall nevertheless indemnify you for the portion
      thereof to which you are entitled. 

    


    2.
      Method
      of Payment.
      

    


    (a) Except
      as
      otherwise provided in (b) below, you shall, upon making a written request to
      the
      Corporation accompanied by supporting documentation as described below, be
      entitled to receive promptly from the Corporation, and the Corporation agrees
      to
      pay to you, by check payable in next day funds, the amount you are entitled
      to
      receive from the Corporation pursuant to Section 1 (the “Indemnified Amounts”).
      In making any such written request, you shall submit to the Corporation a
      schedule setting forth in reasonable detail the amount expended (or incurred
      and
      expected to the expended) for each Indemnified Amount, accompanied by a copy
      of
      the relevant bill, agreement or other documentation.

    


    (b) In
      the
      event you are unsuccessful on the merits or otherwise in the defense of any
      action, suit or proceeding referred to in Section 1, you shall be similarly
      entitled to receive promptly from the Corporation, upon making a written request
      to the Corporation accompanied by the supporting documentation described above,
      payment of Indemnified Amounts, but your written request to the Corporation
      shall also include a written certificate by you stating that (i) you acted
      in
      good faith and in a manner you believed to be in or not opposed to the best
      interests of the Corporation, (ii) with respect to Indemnified Amounts incurred
      in connection with a criminal action or proceeding, you had no reasonable cause
      to believe your conduct was unlawful and (iii) in the case of Indemnified
      Amounts sought pursuant to Section 1(b), you have received a written opinion
      of
      independent legal counsel to the effect that you have not been adjudged liable
      for gross negligence or willful misconduct in the performance of your duties
      to
      the Corporation or that a court has determined that indemnification is
      proper.

    


    3.
      Advancement
      of Indemnified Amounts.
      

    


    (a) Indemnified
      Amounts incurred by you or reasonably expected to be incurred by you within
      the
      three months next succeeding a request by you as described below shall be paid
      by the Corporation in advance of the final resolution of any suit, action or
      proceeding (an “Advanced Amount”) upon your written request, which shall include
      a schedule setting forth in reasonable detail the amount expended, or reasonably
      expected to be expended within the next three months, by you for any Indemnified
      Amount, accompanied by a copy of the relevant bill, agreement or other
      documentation. You may make as many requests for an Advanced Amount under this
      Section as you deem reasonably necessary to cover Indemnified Amounts expended
      or reasonably expected to be expended, provided that each request shall be
      at
      least for the sum of $1,000.


    


    (b) You
      hereby agree to repay all Advanced Amounts to the Corporation by check payable
      in next day funds promptly following the final resolution of any action, suit
      or
      proceeding to which such Advanced Amounts relate if you are not entitled to
      indemnification with respect thereto pursuant to Section 1.

    


    (c) In
      the
      event that you are entitled to the indemnification pursuant to Section 1, you
      shall have the right to request (and thereupon receive promptly) payment for
      the
      portion of Indemnified Amounts which is in excess of Advanced Amounts received
      by you (the “Unadvanced Indemnified Amounts”) by following the procedures set
      forth in Section 2; provided that the schedule of Indemnified Amounts shall
      in
      addition set forth each and every Advanced Amount received as of the date of
      such listing in order to calculate the net Unadvanced Indemnified Amounts.
      Alternatively, if you are entitled to indemnification pursuant to Section 1
      and
      the total of the Advanced Amounts theretofore received by you exceeds the total
      amount of Indemnified Amounts, you shall pay by a check payable in next day
      funds the amount of the difference to the Corporation promptly upon the
      determination of the amount of such excess.



    4.
      Enforcement
      of Rights under this Agreement.

    


    (a) The
      rights to indemnification or advances pursuant to this Agreement shall be
      enforceable by you in any court of competent jurisdiction and your expenses
      incurred in connection with successfully establishing your right to
      indemnification or advances, in whole or in part, in any such proceeding shall
      be paid by the Corporation. Neither the failure of the Corporation (including
      its Board of Directors, independent legal counsel or stockholders) to have
      made
      a determination that you are entitled to indemnification or advances in the
      circumstances nor an actual determination by the Corporation (including its
      Board of Directors, independent legal counsel or stockholders) that you are
      not
      so entitled shall be a defense to an action or create a presumption that you
      have not met the applicable standard for being entitled to indemnification
      or
      advances, and the burden of proving that you have not met such standard shall
      be
      upon the Corporation. 

    


    (b) The
      Corporation hereby acknowledges that time is of the essence with respect to
      your
      rights to receive payments as indemnification and/or advances pursuant to this
      Agreement; that any failure of the Corporation to comply immediately with its
      obligations to provide such indemnification and/or advances as set forth herein
      would cause you irreparable injury not compensable by an eventual award of
      damages; and that accordingly, should the Corporation fail to comply immediately
      with such obligations, you shall be entitled to immediate adjudication with
      respect to your entitlement and shall be authorized to seek and receive a
      preliminary injunction in any court of competent jurisdiction enjoining the
      Corporation from continuing to fail to do so.

    


    (c) The
      Corporation also acknowledges that its failure to comply on a timely basis
      with
      its obligations to provide indemnification and/or advances as set forth herein
      will cause additional damage to you that is not readily calculable at this
      time
      (including, for example but without limitation, the costs of enforcing your
      rights, satisfying your obligations to any third parties for which you are
      entitled to indemnification under the provisions herein, and lost interest
      and
      earnings on such sums), but which the parties hereby estimate, as liquidated
      damages and not as a penalty, to amount to $1,500 per day (for each day after
      payment is due that it is not made). The Corporation therefore agrees that
      you
      shall be entitled to receive such accumulated sums at any time, independent
      of
      any other of your rights and remedies afforded by this Agreement and by
      applicable law, including but not limited to those set forth in the preceding
      subparagraph, and further hereby consents to the entry of judgment for such
      accumulated sums on your behalf at any time.

    


    5.
      Rights
      to Indemnification Not Exclusive; Subrogation Rights, etc.
      

    
      
        


        (a)The
          Indemnification rights hereunder shall not be deemed exclusive of any other
          rights to which you may be entitled under any law, agreement, charter or
          bylaw
          provision, vote of stockholders or disinterested directors or otherwise,
          both as
          to action in your official capacity and as to action in another capacity
          while
          holding such office, and shall continue as to you after you have ceased
          to be a
          director, officer, employee or agent and shall inure to the benefit of
          your
          heirs, executors and administrators.

      

    

    


    (b) In
      the
      event you shall receive payment from any insurance carrier or from the plaintiff
      in any action, suit or proceeding against you in respect of Indemnified Amounts
      after payments on account of all or part of such Indemnified Amounts have been
      made by the Corporation pursuant hereto, you shall reimburse to the Corporation
      the amount, if any, by which the sum of such payment by such insurance carrier
      or such plaintiff and payments by the Corporation to you exceeds such
      Indemnified Amounts; provided that such portions, if any, of any such insurance
      proceeds that are required to be reimbursed to the insurance carrier under
      the
      terms of its insurance policy shall not be deemed to be payments to you
      hereunder. In addition, upon payment of Indemnified Amounts hereunder, the
      Corporation shall be subrogated to your rights (to the extent thereof) against
      any insurance carrier in respect of such Indemnified Amounts (to the extent
      permitted under such insurance policies). Such rights of subrogation shall
      be
      terminated upon receipt by the Corporation of the amount to be reimbursed by
      you
      pursuant to the first sentence of this Section.



    6.
      Successors;
      Binding Agreement.
      

    


    (a) The
      Corporation shall require any successor (whether direct or indirect, by
      purchase, merger, consolidation or otherwise) to all or substantially all of
      the
      business and/or assets of the Corporation, by agreement in form and substance
      reasonably satisfactory to you, expressly to assume and agree to perform this
      Agreement in the same manner and to the same extent that the Corporation would
      be required to perform if no such succession had taken place.

    


    (b) This
      Agreement shall inure to the benefit of and be enforceable by your personal
      or
      legal representatives, executors, administrators, successors, heirs,
      distributees, devises and legatees. If you should die while any amounts would
      still be payable to you hereunder if you had continued to live, all such
      amounts, unless otherwise provided herein, shall be paid in accordance with
      the
      terms of this Agreement to your devisee, legatee, or other designee, or if
      there
      be no such designee, to your estate.

    


    7.
      Notice.
      For the
      purposes of this Agreement, notices and all other communications provided for
      in
      this Agreement shall be in writing and shall be deemed to have been duly given
      when delivered or mailed by [Israel] [United States] registered mail, return
      receipt requested, postage prepaid, as follows:

    


    If
      to
      you:   Mr.______________

    [Address]

    [Address]

    [Address]

    [Address]

    


    If
      to the
      Corporation:  XFONE,
      INC.

    c/o
      Xfone
      018 Ltd.

    POB
      7616

    Petach
      Tikva 49170

    Israel

    


    or
      to
      such other address as either party may have furnished to the other in writing
      in
      accordance herewith, except that notices of change of address shall be effective
      only upon receipt.

    


    8.
      Miscellaneous.
      No
      provision of this Agreement may be modified, waived or discharged unless such
      waiver, modification or discharge is agreed to in writing signed by you and
      either the Corporation’s [President] [Chairman] or another officer of the
      Corporation specifically designated by the Board of Directors. No waiver by
      either party hereto at any time of any breach by the other party hereto of,
      or
      compliance with, any condition or provision of this Agreement to be performed
      by
      such other party shall be deemed a waiver of similar or dissimilar provisions
      or
      conditions at the same or at any prior or subsequent time. No agreements or
      representations, oral or otherwise, express or implied, with respect to the
      subject matter hereof have been made by either party which are not set forth
      expressly in this Agreement. This Agreement shall be governed by and construed
      in accordance with the laws of the State of Nevada, without giving effect to
      the
      principles of conflicts of laws thereof.

    


    9.
      Severability.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this Agreement,
      which shall remain in full force and effect.

    


    10.
      Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which together shall constitute one and
      the
      same instrument.

    


    If
      this
      letter correctly sets forth our agreement on the subject matter hereof, kindly
      sign and return to the Corporation the enclosed copy of this letter, which
      shall
      then constitute our agreement on this matter.

    


    This
      Agreement is entered into and is effective as of __________,
      2006.


    


    XFONE,
      Inc.     

    


    By:______________________________


    


    Accepted
      and Agreed:

    


    


    _____________________________

    [name]