Unassociated Document


    Exhibit
      10.89

    This
      document was entered into in Hebrew 

    and
      has
      been translated into English for purposes of this filing

    


    Agreement
      for Market Making in Securities

    


    Made
      and
      entered into on July 31, 2006

    


    Between:

    Excellence
      Nessuah Stock Exchange Services Ltd.

    From
      7
      Jabotinski St., Ramat Gan,

    Who
      shall
      be referred to hereinafter solely for the purpose of brevity as the "Market
      Maker"

    On
      the
      one hand

    


    And:

    Xfone,
      Inc.

    Whose
      address for the sole purpose of this agreement shall be

    P.O.
      Box
      7616, Petah Tikva 49170,

    Who
      shall
      be referred to hereinafter solely for the purpose of brevity as the
      "Corporation"

    On
      the
      other hand

    


    Whereas the
      Corporation has registered its securities by way of "Dual Listing" in the
      Tel-Aviv Stock Exchange Ltd. (hereinafter: the "Stock
      Exchange")
      pursuant to the provisions of chapter E3 of the Securities
      Act 1968
      (hereinafter: the "Securities
      Act");
      and

     

    Whereas the
      Corporation is interested in the services of the Market Maker in order to
      execute market making in the securities detailed in section 4 of this agreement
      (hereinafter: the "Securities"),
      all
      subject to the provisions of this agreement, the provisions of the Stock
      Exchange bylaws (hereinafter: the "Stock
      Exchange Bylaws"),
      the
      Stock Exchange guidelines and the resolutions of the board of directors of
      the
      Stock Exchange (hereinafter collectively, solely for the purpose of brevity:
      the
      "Stock
      Exchange Guidelines")
      in the
      matter of the Marker Maker, as updated from time to time, and subject to the
      Securities Act and the provisions of the Securities Authority and the provisions
      of any other law which applies and which shall apply to the activity of the
      market making; and

     

    
      
        
        

      

      
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    Whereas the
      Market Maker represents that it is a member of the Stock Exchange (hereinafter:
      a "Stock
      Exchange Member"),
      and
      that it had received the approval of the Stock Exchange to act as a "Market
      Maker", and also that it is capable of carrying out its duty as a securities
      "Market Maker", and it hereby undertakes to perform its duty as a "Market
      Maker"; and

     

    Whereas the
      Market Maker undertakes to act in order to receive the approval of the Stock
      Exchange for its activity as a "Market Maker" pursuant to the provisions of
      this
      agreement,

     

    Therefore
      it is declared, stipulated and agreed between the parties as
      follows:

     

    1. General

    
      	 	
              1.1

            	
              The
                preface to this agreement, including all representations detailed
                therein,
                is an inseparable part of this
                agreement.

            


    

    
      	 	
              1.2

            	
              The
                appendices to this agreement are an inseparable part thereof and
                all
                matters stated therein shall be deemed to be terms of this
                agreement.

            


    

     

    2. Representations
      of the Corporation

    
      	 	
              2.1

            	
              The
                Corporation represents and confirms, that all the documents which
                are
                necessary pursuant to its incorporation documents and the provisions
                of
                any law for it to enter this agreement pursuant to its terms have
                been
                received, and that there is no legal or other preclusion to it entering
                into this agreement pursuant to its
                terms.

            


    

    
      	 	
              2.2

            	
              The
                Corporation knows that the Stock Exchange will advertise the name
                of the
                Market Maker in the Securities as well as information with respect
                to the
                actions of the Market Maker as specified in the Stock Exchange
                Bylaws.

            


    

    
      	 	
              2.3

            	
              The
                Corporation knows and it agrees that within its activity as a "Market
                Maker" the Market Maker shall not be entitled to receive, directly
                or
                indirectly, instruction in connection with the purchase or sale of
                the
                Securities, and in particular instructions originated in the Corporation
                or in a controlling person thereof, and the Corporation undertakes
                to
                guide and update its controlling persons with this
                provision.

            


    

     

    3. Representations
      of the Market Maker

    
      	 	
              3.1

            	
              The
                Market Maker represents and confirms, that all the documents which
                are
                necessary pursuant to its incorporation documents and the provisions
                of
                any law for it to enter this agreement pursuant to its terms have
                been
                received, and that there is no legal or other preclusion to it entering
                into this agreement pursuant to its
                terms.

            


    

    
      	 	
              3.2

            	
              The
                Market Maker represents that the Stock Exchange Bylaws and the Stock
                Exchange Guidelines dealing with market making are well known to
                it, and
                the Market Maker represents and undertakes to act according to the
                Provisions of the Stock Exchange Bylaws and the Stock Exchange Guidelines,
                as updated from time to time.

            


    

    
      	 	
              3.3

            	
              The
                Market Maker represents and undertakes that it will not act as a
                market
                maker in the securities of a corporation of control thereof or of
                any
                corporation that is controlled by it or is at the ownership of a
                person
                controlling it. 

            


    

    
      	 	
              3.4

            	
              The
                Market Maker represents that it intends to contact and that it has
                contacted additional corporations for the performance of market making
                activities in their securities.

            


    

    
      	 	
              3.5

            	
              The
                Market Maker knows and it agrees that the Corporation is in no way
                responsible for the actions of market making by the Market Maker,
                and that
                the Market Maker shall not be entitled to any indemnification from
                the
                Corporation for the Securities' market making as mentioned herein
                and/or
                due to any loss and/or damage incurred by the Market Maker as a result
                of
                its execution of this agreement and/or as a result of the market
                making in
                the Securities.

            


    

    
      	 	
              3.6

            	
              The
                Market Maker hereby undertakes to present the the Corporation with
                any
                report issued by the Stock Exchange with respect to its activity
                in
                accordance with the Stock Exchange Bylaws and/or the Stock Exchange
                Guidelines, promptly upon the issuance of the report by the Stock
                Exchange
                and its receipt by the Market
                Maker.

            


    

    
      	 	
              3.7

            	
              The
                Market Maker hereby undertakes to present the the Corporation once
                per
                quarter with a report issued by it, which will concentrate all data
                with
                respect to the activity of the Securities' market making, in a layout
                to
                be agreed upon between the Market Maker and the Corporation.
                

            


    

    
      
        
        

      

      
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    4. Classification
      of the Securities

    The
      Market Maker shall act as "Market Maker" in the following
      securities:

    
      	 	
              4.1

            	
              Name
                of the stock: Xfone

            


    

    
      	 	
              4.2

            	
              Stock
                number: 1098169

            


    

    
      	 	
              4.3

            	
              Symbol:
                אקספ (XFN)

            


    

     

    5. The
      Market Making

    
      	 	
              5.1

            	
              The
                Market Maker represents and undertakes that it will perform orders
                of
                purchase and sale of the Securities solely for the purpose of market
                making for its own account (hereinafter: "Nostro
                Account").

            


    

    
      	 	
              5.2

            	
              The
                Market Maker undertakes to issue, subject to the Stock Exchange Bylaws
                and
                the Stock Exchange Guidelines, during the Stock Exchange trade, sale
                and/or purchase orders for an amount of securities that will not
                fall
                short of the minimal amount to be determined by the Stock Exchange
                Bylaws
                and/or the Stock Exchange Guidelines in price spreads that will not
                exceed
                the maximum spread between such purchase orders and such sale orders
                in
                the Securities, all as shall be determined in the Stock Exchange
                Bylaws
                and the Stock Exchange Guidelines.

            


    

    
      	 	
              5.3

            	
              Without
                derogating from the generality of the aforementioned in the above
                section
                5.2, as for this date and as long as it is not otherwise determined
                by the
                Stock Exchange, the Market Maker undertakes to act according to the
                resolution of the board of directors of the Stock Exchange to the
                extent
                that it relates to and is suitable for the Security the subject of
                this
                agreement mutatis
                mutandis.
                A
                copy of the resolution of the board of directors of the Stock Exchange
                (update No. 39) is attached to this agreement as an inseparable part
                thereof, and marked as "A"
                (hereinafter: "Appendix
                A").

            


    

    
      	 	
              5.4

            	
              Notwithstanding
                the aforementioned in above sections 5.2 and 5.3, the Market Maker
                undertakes to issue, subject to the Stock Exchange Bylaws and Stock
                Exchange Guidelines, during the trade on the Stock Exchange, orders
                for
                the purchase and/or sale of an amount of Securities not to be less
                than
                the higher of: (a) a minimal amount to be set in the Stock Exchange
                Bylaws
                and Stock Exchange Guidelines or (b) a total sum of NIS 15,000, in
                price
                spreads not to exceed the lower of: (a) 4% between such purchase
                orders
                and such sale orders in securities or (b) the maximum spread between
                such
                purchase orders and such sale orders in securities as shall be set
                in the
                Stock Exchange Bylaws and Stock Exchange
                Guidelines.

            


    

     

    6. The
      Term of this Agreement

    
      	 	
              6.1

            	
              The
                Market Maker herby undertakes to act as a market maker in the Securities
                for a minimum period of time not to be shorter than one year, as
                set forth
                in the Stock Exchange Bylaws and Stock Exchange Guidelines, and
                consequently, the term of the agreement is hereby set between the
                parties
                for a period of one year, starting on the day on which the Market
                Maker
                receives the approval of the Stock Exchange to act according to this
                agreement.

            


    

    
      	 	
              6.2

            	
              It
                is agreed between the parties that if the Corporation is interested
                in
                continuing the contract with the Market Maker for an additional term
                following the end of the term of the agreement set in the above section
                6.1, it shall notify the Market Maker in writing at least 30 days
                prior to
                the termination of the term of the
                agreement.

            


    

    
      	 	
              6.3

            	
              Notwithstanding
                the aforementioned in the above sections 6.1 and 6.2, this agreement
                shall
                be deemed void on the accrual of one or more of the events detailed
                hereinafter:

            


    

    
      	 	
              6.3.1

            	
              The
                delisting of the Securities from trade on the Stock
                Exchange.

            


    

    
      	 	
              6.3.2

            	
              The
                cessation of the activity of the Market Maker by the Stock Exchange
                for
                any reason. 

            


    

    
      	 	
              6.3.3

            	
              The
                appointment of a receiver or a liquidator for the
                Corporation.

            


    

    
      	 	
              6.4

            	
              Notwithstanding
                the aforementioned in the above sections 6.1 and 6.2, it is hereby
                agreed
                that if any provisions are set in the Stock Exchange Bylaws and/or
                the
                Stock Exchange Guidelines and/or any other law, so that such provisions
                harm any right of the Corporation, the Corporation shall then be
                entitled
                to bring this agreement to an immediate
                termination.

            


    

    
      
        
        

      

      
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    7. Discounts
      on Commissions for the "Market Maker"

    
      	 	
              7.1

            	
              The
                Market Maker shall incur all costs of the commissions for execution
                of
                purchase and sale orders.

            


    

    
      	 	
              7.2

            	
              The
                Corporation knows that the Stock Exchange and/or a Stock Exchange
                Member
                may offer the Market Maker discounts on the commissions charged for
                the
                actions carried out in the market making Account or exemption of
                such
                commissions, as shall be determined by the Stock Exchange Bylaws
                and/or
                the Stock Exchange Guidelines, and subject to the discretion of the
                Stock
                Exchange Member. It is hereby agreed that any refund and discount
                on such
                commissions, should they be granted, shall belong exclusively to
                the
                Market Maker.

            


    

     

    8. The
      Transaction Account

    The
      Market Maker shall conduct all the transactions the subject matter of this
      agreement through a separate and special account, which shall be established
      by
      it and on its name for the activity of the Market Maker solely in connection
      with the Securities.

     

    
      	
              9.

            	
              Borrowing
                Securities for the Purpose of Conducting Activity of Market
                Making

            


    

    It
      is
      hereby agreed among the parties to this agreement that the market making in
      the
      Securities by the Market Maker shall not be carried out by way of borrowing
      securities from the Corporation and/or the controlling persons in the
      Corporation and/or any other entity, and the Market Maker hereby undertakes
      that
      the Securities through which the market making shall be carried out as set
      forth
      in this agreement shall be exclusively out of the Market Maker's Nostro
      Account.

     

    10. Consideration

    
      	 	
              10.1

            	
              In
                consideration for the activity of the Market Maker as detailed in
                this
                agreement the Corporation shall pay the Market Maker for every month,
                during which the Market Maker shall provide market making services
                to the
                Corporation, starting from the month in which this activity shall
                be
                approved by the Stock Exchange, a monthly fee payable in NIS, of
                a sum
                equal to US$1,500 plus all legally applicable value added tax
                (hereinafter: the "Consideration").
                The Consideration shall be calculated according to the official US
                dollar
                exchange rate as published by the Bank of Israel for the day of actual
                payment, and shall be paid to the Market Maker on the fifth day of
                each
                calendar month in consideration of the previous month. The Corporation
                shall pay the Consideration into the account of the Market Maker,
                such
                details shall be provided to the Corporation in advance in
                writing.

            


    

    
      	 	
              10.2

            	
              The
                Corporation shall pay the Market Maker the Consideration payments
                in an
                orderly and timely manner and without any connection to the volume
                of the
                Market Maker's activity, so long as it complies with all provisions
                of the
                Stock Exchange Bylaws, the Stock Exchange Guidelines and this
                agreement.

            


    

    
      	 	
              10.3

            	
              For
                the avoidance of doubt it is hereby clarified that the Corporation
                shall
                not incur any payment and/or fee and/or expense etc. in connection
                with
                the market making by the Market Maker as set forth in this
                agreement.

            


    

    
      
        
        

      

      
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    11. Approvals
      and Reports

    
      	 	
              11.1

            	
              The
                agreement is subject to the approval of the Stock Exchange and shall
                enter
                into effect after receiving such approval of the Stock
                Exchange.

            


    

    
      	 	
              11.2

            	
              Upon
                the execution of this agreement and subject to the approval of its
                institutions, the Corporation shall deliver an immediate report if
                and to
                the extent that such report is required pursuant to the laws which
                apply
                to the Corporation.

            


    

    
      	 	
              11.3

            	
              Promptly
                after the execution of this agreement the Market Maker shall file
                with the
                Stock Exchange an application to act as a market maker in the Securities
                as set forth in the Stock Exchange Bylaws and the Stock Exchange
                Guidelines. The Market Maker shall transfer to the Corporation a
                copy of
                the said Stock Exchange approval upon receiving
                it.

            


    

     

    12. Applicability
      of Provisions of Any Law

    
      	 	
              12.1

            	
              The
                parties hereby confirm and agree that the provisions of the Securities
                Act
                and all regulations promulgated thereunder, as well as all the provisions
                of any other law which applies to the Corporation shall apply to
                this
                agreement to the extent that they concern the provisions of this
                agreement, the execution and the performance thereof. Furthermore,
                the
                provisions of the Stock Exchange Bylaws and the Stock Exchange Guidelines,
                as they are in effect today and as shall be updated from time to
                time,
                shall apply to this agreement.

            


    

    
      	 	
              12.2

            	
              The
                law applying to this agreement shall be Israeli law, and the exclusive
                venue for any matter arising from and connected to this agreement
                shall be
                the court of jurisdiction in Tel
                Aviv.

            


    

     

    13. Modification
      to the Terms of the Agreement

    No
      modification and/or addition to the provisions of this agreement shall have
      effect unless it is made in writing, signed by the parties, and has received
      all
      necessary approvals pursuant to the provisions of any law. Amendments to law
      and/or Stock Exchange Bylaws and/or Stock Exchange Guidelines shall
      automatically apply to the terms and conditions of this agreement.

     

    14. The
      Rights and Obligations of the Market Maker

    The
      rights and obligations of the Market Maker pursuant to this agreement are not
      transferable by the Market Maker and do not inure to any third parties.


     

    15. Confidentiality

    The
      parties undertake to keep the details of this agreement confidential. This
      undertaking shall not apply with respect to information which is required to
      be
      disclosed or advertised pursuant to law or to information which is public
      knowledge, or has become public knowledge, not through the breach of this
      agreement by the disclosing party. 

     

    16. Notices

    The
      addresses of the parties to this agreement are as specified in the preface
      to
      this agreement, or as amended by written notice to be delivered by registered
      mail from one party to the other. Any notice, which a party to this agreement
      shall send to the other party shall be deemed as if it was delivered by the
      end
      of 3 business days from its delivery, if it was delivered by registered mail;
      by
      the first business day after its transmission, if it was transmitted by
      facsimile; and at the time of delivery, if delivered by hand, provided that
      confirmation of delivery is given by the addressee. 

    
      
        
        

      

      
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    In
      witness thereof:

    
      	 	 	 	 
	/s/ Zion
              Baker 	 	 	/s/ Guy
              Nissenson
	
              
Zion
              Baker	 	 	
              
Guy
              Nissenson
	
              Name

              Excellence
                Nessuah 

              Stock
                Exchange Services Ltd.

            	 	 	Xfone,
              Inc.




     

    
      
        
        

      

      
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