Exhibit
      10.88

    SERVICE
      AGREEMENT

    


    THIS
      AGREEMENT
      (the
“Agreement”) is made and entered into this 6th
      day of
      December, 2005, by and between
      ELITE FINANCIAL COMMUNICATIONS GROUP, LLC,
      located
      at 605 Crescent Executive Court, Suite 124, Lake Mary, Florida 32746,
      (hereinafter referred to as “ELITE”) and XFONE,
      INC., located
      at c/o Swiftnet Limited, Britannia House, 960 High Road, London N12 9RY, United
      Kingdom, (hereinafter referred to as the “Company”).

    


    WITNESSETH:

    For
      and
      in consideration of the mutual promises and covenants contained herein, the
      parties hereto agree as follows:

    


    
      	
              1)

            	
              EMPLOYMENT

            


    

    Company
      hereby hires and employs ELITE as an independent contractor, and ELITE does
      hereby accept its position as an independent contractor to the Company upon
      the
      terms and conditions hereinafter set forth.

    


    
      	
              2)

            	
              TERM

            


    

    The
      term
      of this Agreement shall be for twenty five (25) months. However, the Company
      shall retain the right to terminate this Agreement at any time and for any
      reason, at its sole discretion.

    


    
      	
              3)

            	
              DUTIES
                AND OBLIGATIONS OF ELITE

            


    

    
      	 	
              a)

            	
              ELITE
                will review and analyze various aspects of the Company’s goals and make
                recommendations on feasibility and achievement of desired
                goals.

            


    

    
      	 	
              b)

            	
              Through
                its Tele-Market Relations Group, ELITE will provide exposure to its
                network of firms and brokers that may be interested in participating
                with
                the Company, schedule and conduct the necessary due diligence, and
                obtain
                the required approvals necessary for those firms to participate.
                ELITE
                will also interview and make determinations on any brokerage or
                institutional firms referred by the Company with regard to their
                participation.

            


    

    
      	 	
              c)

            	
              At
                the Company’s request, ELITE will be available to manage any calls from
                firms, individual investors/shareholders and brokers inquiring about
                the
                Company. In addition, ELITE will assist the Company in preparing
                its
                quarterly communications relative to its financial results and coordinate
                corresponding news announcements, conference calls and simulcasts
                on the
                Internet in accordance with Regulation
                FD.

            


    

    
      	 	
              d)

            	
              ELITE
                will feature the Company on the Internet via ELITE’s home web site
                (www.efcg.net)
                within the Elite
                Financial Forum
                which will feature comprehensive information relative to the Company’s
                fundamental and technical strengths, as well as industry and corporate
                overviews; management biographies; stock trading history; market
                making
                activity; conference call/webcast archives; and other information
                meaningful to the investment community. The Forum
                will
                be updated routinely and provide for site visitors to request ongoing
                information about the Company as it is
                released.

            


    

    
      	 	
              e)

            	
              ELITE
                shall write, produce and/or assist the Company in preparing and releasing
                all news announcements. The Company shall be solely responsible for
                paying
                all fees associated with the actual release(s) through BusinessWire,
                PR
                Newswire, or any other comparable news dissemination source. ELITE
                will
                create, build and continually enhance a database of all brokers,
                investors, analysts and media contacts who have expressed an interest
                in
                receiving ongoing information on the Company and manage the ongoing
                distribution of news announcements and/or other Company approved
                communications.

            


    

    
      	 	
              f)

            	
              ELITE
                shall serve as the Company’s publicist and will strive to obtain coverage
                in both national and industry publications, in financial newsletters,
                on
                financial radio and television programming and via traditional press
                mediums. Specifically, ELITE will facilitate an ongoing outreach
                program
                to an intelligently targeted universe of media professionals. Further,
                ELITE will track published articles and provide monthly clippings
                of those
                articles/mentions featuring the
                Company.

            


    

    
      	 	
              g)

            	
              At
                the Company’s request, strive to obtain the Company analyst coverage
                and/or investment banking
                sponsorship.

            


    

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

    
      	 	
              h)

            	
              ELITE
                shall arrange for a series of due diligence meetings with select
                broker/dealers, institutional investors and analysts at predetermined
                dates throughout the campaign term, while remaining compliant with
                the
                rules and regulations associated with Regulation
                FD.

            


    

    
      	 	
              i)

            	
              ELITE
                shall develop customized, high-quality, high-impact and fully integrated
                financial communications programs and platforms, and leverage our
                strategic resources to enhance general product/service marketing
                programs
                initiated by the Company. 

            


    

    
      	 	
              j)

            	
              In
                association with the Company’s management team, ELITE will coordinate a
                nationwide meeting schedule (road show) providing for one-on-one
                meetings
                with appropriate institutional investors.


            


    

    
      	 	
              k)

            	
              ALL
                OF THE FOREGOING ELITE-PREPARED DOCUMENTATION CONCERNING THE COMPANY,
                INCLUDING, BUT NOT LIMITED TO, INFORMATIONAL WRITE-UPS, NEWS
                ANNOUNCEMENTS, SHAREHOLDER LETTERS, ET AL, SHALL BE PREPARED BY ELITE
                USING MATERIALS SUPPLIED TO IT BY THE COMPANY AND SHALL BE APPROVED
                BY THE
                COMPANY PRIOR TO DISSEMINATION BY
                ELITE.

            


    

    


    
      	
              4)

            	
              ELITE’S
                COMPENSATION

            


    

    
      	 	
              a)

            	
              Elite
                will be entitled to receive a monthly retainer fee of $7,000, payable
                in
                cash with the first payment due upon execution of this Agreement
                and
                subsequent payments due every month thereafter for the term of the
                Agreement. 

            


    

    
      	 	
              b)

            	
              In
                addition, Elite will be entitled to receive a value of $3,000 per
                month,
                payable in cash or restricted shares of the Company’s common stock,
                payable quarterly with the first payment due 90 days following execution
                of this Agreement and subsequent quarterly issuances due every 90
                days
                thereafter for the term of the Agreement. The price basis for each
                quarterly issuance of restricted shares shall be based on the closing
                price of the Company’s common stock on March 1, 2006, June 1, 2006 and
                September 1, 2006, December 1, 2006. In order to remove doubt, the
                Company
                shall have the sole discretion to decide whether to pay Elite in
                cash or
                in restricted shares of its common stock.


            


    

    
      	 	
              c)

            	
              ELITE
                would also be entitled to receive a warrant to purchase up to 100,000
                common shares of the Company’s common stock, exercisable as
                follows:

            


    

    
      	 	
              i)

            	
              25,000
                at $4.00 per share;

            


    

    
      	 	
              ii)

            	
              25,000
                at $4.50 per share;

            


    

    
      	 	
              iii)

            	
              25,000
                at $5.00 per share; and

            


    

    
      	 	
              iv)

            	
              25,000
                at $5.50 per share.

            


    

    
      	 	
              -

            	
              The
                warrants shall vest at a rate of 4,000 warrants each month (1,000
                of each
                category) for 25 consecutive
                months.

            


    

    
      	 	
              -

            	
              Issuance
                of the warrants shall be subject to the provisions of Section 4.14
                of the
                September 28, 2005 Securities Purchase Agreement by and between the
                Company and certain investors. 

            


    

    
      	 	
              d)

            	
              The
                Company shall agree to issue ELITE piggyback registration rights
                for the
                common shares underlying the warrants listed above, whereby these
                shares
                will be registered for resale by ELITE on the first applicable
                Registration Statement filed by the Company with the U.S. Securities
&
                Exchange Commission; said underlying common shares shall be held
                by the
                Company until such time as ELITE elects to exercise its warrants to
                purchase the common shares. The term of the warrants shall expire
                at the
                later of: (1) 36 months from the day of grant; (2) 6 months after
                the
                underlying shares are effective. In the event the Company elects
                early
                termination of this Agreement, pursuant to Section 2 herein, then
                any
                warrants that have not yet reached their vesting date will be deemed
                null
                and void. 

            


    

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    
      	
              5)

            	
              ELITE’S
                EXPENSES AND COSTS

            


    

    Company
      shall pay all reasonable costs and expenses incurred by ELITE, its directors,
      officers, employees and agents, in carrying out its duties and obligations
      pursuant to the provisions of this Agreement, excluding ELITE’s general and
      administrative expenses and costs, but including and not limited to the
      following costs and expenses; provided all costs and expense items in
      excess of $1.00 (One Dollar) must
      be
      approved by the Company in writing prior to ELITE’s incurrence of the
      same:

    
      	 	
              a)

            	
              Travel
                expenses, including but not limited to transportation, lodging and
                food
                expenses, when such travel is conducted on behalf of the
                Company.

            


    

    
      	 	
              b)

            	
              Seminars,
                expositions, money and investment
                conferences.

            


    

    
      	 	
              c)

            	
              Radio
                and television time and print media advertising costs, when/if
                applicable.

            


    

    
      	 	
              d)

            	
              Subcontract
                fees and costs incurred in preparation of independent third party
                research
                reports, when/if applicable.

            


    

    
      	 	
              e)

            	
              Cost
                of on-site due diligence meetings, if
                applicable.

            


    

    
      	 	
              f)

            	
              Printing
                and publication costs of brochures and marketing materials, which
                are not
                supplied by the Company.

            


    

    
      	 	
              g)

            	
              Corporate
                web site development costs.

            


    

    
      	 	
              h)

            	
              Printing
                and publication costs of Company annual reports, quarterly reports,
                and/or
                other shareholder communication collateral material, which is not
                supplied
                by the Company.

            


    

    


    
      	
              6)

            	
              COMPANY’S
                DUTIES AND OBLIGATIONS

            


    

    Company
      shall have the following duties and obligations under this
      Agreement:

    
      	 	
              a)

            	
              Cooperate
                fully and timely with ELITE so as to enable ELITE to perform its
                obligations under this Agreement.

            


    

    
      	 	
              b)

            	
              Within
                ten (10) days of the date of execution of this Agreement to deliver
                to
                ELITE a complete due diligence package on the Company, including
                all the
                Company’s filings with the U.S. Securities and Exchange Commission within
                the last twelve months; the last six (6) months of press announcements
                on
                the Company; and all other relevant materials with respect to such
                filings, including but not limited to, corporate reports, brochures,
                and
                the like, and a list of analysts and or fund managers, who have been
                following the Company.

            


    

    
      	 	
              c)

            	
              The
                Company will act diligently and promptly in reviewing materials submitted
                to it from time to time by ELITE and inform ELITE of any inaccuracies
                contained therein prior to the dissemination of such
                materials.

            


    

    
      	 	
              d)

            	
              Promptly
                give written notice to ELITE of any change in the Company’s financial
                condition or in the nature of its business or operations which had
                or
                might have an adverse material effect on its operations, assets,
                properties or prospects of its
                business.

            


    

    
      	 	
              e)

            	
              Promptly
                pay all Company pre-approved costs and expenses incurred by ELITE
                under
                the provisions of this Agreement when presented with invoices for
                the same
                by ELITE.

            


    

    
      	 	
              f)

            	
              Give
                full disclosure of all material facts concerning the Company to ELITE
                and
                update such information on a timely
                basis.

            


    

    
      	 	
              g)

            	
              Promptly
                pay the compensation due ELITE under the provisions of this Agreement,
                and
                as defined in Section 4 and Sections 5 and 6 (if and when applicable)
                herein.

            


    

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    
      	
              7)

            	
              NONDISCLOSURE

            


    

    
      	 	
              a)

            	
              Except
                as may be required by law, the Company, its officers, directors,
                employees, agents and affiliates shall not disclose the contents
                and
                provisions of this Agreement to any individual or entity without
                ELITE’s
                expressed written consent subject to disclosing same further to Company
                counsel, accountants and other persons performing investment banking,
                financial, or related functions for the
                Company.

            


    

    
      	 	
              b)

            	
              Except
                as may be required by law, ELITE, its officers, directors, employees,
                agents and affiliates shall not furnish, disclose, deliver or otherwise
                make available or accessible to any third party, directly or indirectly,
                any Confidential Information of the Company without the prior written
                consent of the Company.

            


    

    


    
      	
              8)

            	
              COMPANY’S
                DEFAULT

            


    

    In
      the
      event of any default in the payment of ELITE’s compensation to be paid to it
      pursuant to this Agreement, or any other charges or expenses on the Company’s
      part to be paid or met, or any part or installment thereof, at the time and
      in
      the manner herein prescribed for the payment thereof and as when the same
      becomes due and payable, and such default shall continue for five (5) days
      after
      ELITE’s written notice thereof is received by Company; in the event of any
      default in the performance of any of the other covenants, conditions,
      restrictions, agreements, or other provisions herein contained on the part
      of
      the Company to be performed, kept, complied with or abided by, and such default
      shall continue for five (5) days after ELITE has given Company written notice
      thereof, or if a petition in bankruptcy is filed by the Company, or if the
      Company is adjudicated bankrupt, or if the Company shall compromise all its
      debts or assign over all its assets for the payment thereof, of if a receiver
      shall be appointed for the Company’s property, then upon the happening of any of
      such events, ELITE shall have the right, at its option, forthwith or thereafter
      to accelerate all compensation, costs and expenses due or coming due hereunder
      and to recover the same from the Company by suit or otherwise and further,
      to
      terminate this Agreement. The Company covenants and agrees to pay all reasonable
      attorney fees, paralegal fees, costs and expenses due of ELITE, including court
      costs, (including such attorney fees, paralegal fees, costs and expenses
      incurred on appeal) if ELITE employs an attorney to collect the aforesaid
      amounts or to enforce other rights of ELITE provided for in this Agreement
      in
      the event of any default as set forth above and ELITE prevails in such
      litigation. 

    


    
      	
              9)

            	
              COMPANY’S
                REPRESENTATIONS AND
                WARRANTIES

            


    

    The
      Company represents and warrants to ELITE for the purpose of inducing ELITE
      to
      enter into and consummate this Agreement as follows:

    
      	 	
              a)

            	
              The
                Company has the power and authority to execute, deliver and perform
                under
                this Agreement.

            


    

    
      	 	
              b)

            	
              The
                execution and delivery by the Company of this Agreement have been
                duly and
                validly authorized by all requisite action by the Company. No license,
                consent or approval of any form is required for the Company’s execution
                and delivery of this Agreement.

            


    

    
      	 	
              c)

            	
              No
                representation or warranty by the Company in this Agreement and no
                information in any statement, certificate, exhibit, schedule or other
                document furnished, or to be furnished by the Company to ELITE pursuant
                hereto, or in connection with the transactions contemplated hereby,
                contains or will contain any untrue statement of a material fact,
                or omits
                or will omit to state a material fact necessary to make the statements
                contained herein or therein not misleading. There is no fact which
                the
                Company has not disclosed to ELITE, in writing, or in SEC filings
                or news
                announcements, which materially adversely affects, nor, so far as
                the
                Company can now reasonably foresee, may adversely affect the business,
                operations, prospects, properties, assets, profits or condition (financial
                or otherwise) of the Company. IN NO EVENT WILL THE COMPANY BE LIABLE
                FOR
                ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES NOR FOR ANY CLAIM
                AGAINST
                ELITE BY ANY PERSON OR ENTITY ARISING FROM OR IN ANY WAY RELATED
                TO THIS
                AGREEMENT, 

            


    

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    
      	
              10)

            	
              ELITE’S
                DEFAULT

            


    

    In
      the
      event of any default in the performance by ELITE pursuant to this Agreement,
      at
      the sole discreation of the company, and such default shall continue for five
      (5) days after the company’s written notice thereof is received by ELITE; in the
      event of any default in the performance of any of the other covenants,
      conditions, restrictions, agreements, or other provisions herein contained
      on
      the part of ELITE to be performed, kept, complied with or abided by, and such
      default shall continue for five (5) days after Company has given ELITE written
      notice thereof, or if a petition in bankruptcy is filed by the ELITE, or if
      ELITE is adjudicated bankrupt, or if ELITE shall compromise all its debts or
      assign over all its assets for the payment thereof, of if a receiver shall
      be
      appointed for ELITE’s property, then upon the happening of any of such events,
      the Company shall have the right, at its option, forthwith or thereafter to
      get
      back all of its money from ELITE by suit or otherwise and further, to terminate
      this Agreement. ELITE covenants and agrees to pay all reasonable attorney fees,
      paralegal fees, costs and expenses due of the Company, including court costs,
      (including such attorney fees, paralegal fees, costs and expenses incurred
      on
      appeal) if the Company employs an attorney to collect the aforesaid amounts
      or
      to enforce other rights of the Company provided for in this Agreement in the
      event of any default as set forth above and the Company prevails in such
      litigation. 

    


    
      	
              11)

            	
              LIMITATION
                OF ELITE LIABILITY

            


    

    If
      ELITE
      fails to perform its services hereunder, its entire liability to the Company
      shall not exceed the lessor of (a) the amount of cash compensation ELITE has
      received from the Company under Section 4 of this Agreement or (b) the actual
      damage to the Company as a result of such non-performance. IN NO EVENT WILL
      ELITE BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES NOR FOR
      ANY
      CLAIM AGAINST THE COMPANY BY ANY PERSON OR ENTITY ARISING FROM OR IN ANY WAY
      RELATED TO THIS AGREEMENT, UNLESS SUCH DAMAGES RESULT FROM THE USE, BY ELITE,
      OF
      INFORMATION NOT AUTHORIZED BY THE COMPANY.

    


    
      	
              12)

            	
              MISCELLANEOUS

            


    

    
      	 	
              a)

            	
              Notices.
                Any notice or other communication required or permitted to be given
                hereunder shall be in writing and shall be deemed to have been duly
                given
                when delivered personally or sent by registered or certified mail,
                return
                receipt requested, postage prepaid to the parties hereto at their
                addresses first above written. Either party may change his or its
                address
                for the purpose of this paragraph by written notice similarly
                given.

            


    

    
      	 	
              b)

            	
              Entire
                Agreement. This Agreement represents the entire agreement between
                the
                Parties in relation to its subject matter and supersedes and voids
                all
                prior agreements between such Parties relating to such subject
                matter.

            


    

    
      	 	
              c)

            	
              Amendment
                of Agreement. This Agreement may be altered or amended, in whole
                or in
                part, only in a writing signed by both
                Parties.

            


    

    
      	 	
              d)

            	
              Waiver.
                No waiver of any breach or condition of this Agreement shall be deemed
                to
                be a waiver of any other subsequent breach or condition, whether
                of a like
                or different nature, unless such shall be signed by the person making
                such
                waiver and/or which so provides by its
                terms.

            


    

    
      	 	
              e)

            	
              Captions.
                The captions appearing in this Agreement are inserted as a matter
                of
                convenience and for reference and in no way affect this Agreement,
                define,
                limit or describe its scope or any of its
                provisions.

            


    

    
      	 	
              f)

            	
              Situs.
                This Agreement shall be governed by and construed in accordance with
                the
                laws of the State of Florida. Venue shall be located in Seminole
                County,
                Florida.

            


    

    
      	 	
              g)

            	
              Benefits.
                This Agreement shall inure to the benefit of and be binding upon
                the
                Parties hereto, their heirs, personal representatives, successors
                and
                assigns.

            


    

    
      	 	
              h)

            	
              Severability.
                If any provision of this Agreement shall be held to be invalid or
                unenforceable, such invalidity or unenforceability shall attach only
                to
                such provision and shall not in any way render invalid or unenforceable
                any other provisions of this Agreement, and this Agreement shall
                be
                carried out as if such invalid or unenforceable provision were not
                contained herein.

            


    

    
      	 	
              i)

            	
              Arbitration.
                Any controversy, dispute or claim arising out of or relating to this
                Agreement or the breach thereof shall be settled by arbitration.
                Arbitration proceedings shall be conducted in accordance with the
                rules
                then prevailing of the American Arbitration Association or any successor.
                The award of the Arbitration shall be binding on the Parties. Judgment
                may
                be entered upon an arbitration award or in a court of competent
                jurisdiction and confirmed by such court. Venue for arbitration
                proceedings shall be located in Seminole County, Florida. The costs
                of
                arbitration, reasonable attorney’s fees of the Parties, together with all
                other expenses, shall be paid as provided in the Arbitration
                award.

            


    

    
      	 	
              j)

            	
              Currency.
                In all instances, references to monies used in this Agreement shall
                be
                deemed to be United States dollars.

            


    

    
      	 	
              k)

            	
              Multiple
                Counterparts. This Agreement may be executed in any number of
                counterparts, each of which shall be deemed an original, and all
                of such
                counterparts shall constitute one (1)
                instrument.

            


    

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the Parties have executed this Agreement on the day and year
      as
      follows:

    


    CONFIRMED
      AND AGREED ON THIS 6
      DAY OF
DECEMBER,
      2005.

     

    
      	 ELITE
              FINANCIAL COMMUNICATIONS GROUP, LLC	 	 	 
	 	 	 	 
	 	 	 	 
	/s/ Dodi
              B. Handy	 	 	/s/ Christina
              Mattaliano
	
              
Dodi
              B. Handy	 	 	
              
Christina
              Mattaliano
	ELITE
              Officer	 	 	Witness


    

     

    


    CONFIRMED
      AND AGREED ON THIS 6
      DAY OF
DECEMBER,
      2005.

     

    
       

      
        	XFONE,
                INC.	 	 	 
	 	 	 	 
	 	 	 	 
	/s/ Guy
                Nissenson 	 	 	/s/ Wade
                Spooner
	
                
Guy
                Nissenson 	 	 	
                
Wade
                Spooner
	Duly
                Authorized 	 	 	Witness




      
        
           

        

        
          -6-