kjkj


    Exhibit
      10.83

    AGREEMENT
      TO PURCHASE PROMISSORY NOTE

    


    This
      Agreement is between XFone, Inc. (XFone”) and the undersigned creditor
      (“Creditor”) of I-55 Telecommunications, LLC (“Telecom”) and is effective as of
      October 31, 2005. 

    


    WHEREAS,
      XFone, Xfone USA, Inc., a wholly-owned subsidiary of XFone, and Telecom have
      entered into an Agreement and Plan of Merger dated as of August 26, 2005 (the
      “Merger Agreement”); and 

    


    WHEREAS,
      the Merger Agreement provides Xfone USA, Inc. and Telcom will enter into a
      Management Services Agreement (the “Management Agreement”); and 

    


    WHEREAS,
      the effective date of the Management Agreement shall be referred to herein
      as
      the “Management Date”; and 

    


    WHEREAS,
      Creditor is the holder of a promissory note dated February 3, 2006 from Telecom
      in the aggregate principal amount of $76,782.02 (the “Promissory
      Note”).

    


    NOW
      THEREFORE, the parties hereby agree as follows:

    


    1. Defined
      Terms.
      Terms
      defined in the Merger Agreement shall have the same meaning when used
      herein.

     

    2. Purchase
      of Promissory Note.
      Creditor agrees to sell and assign the Promissory Note to XFone and XFone agrees
      to the purchase the Promissory Note on the terms and conditions set forth
      herein.

     

    3. Consideration.
      As
      consideration, XFone shall issue to Creditor a number of shares of restricted
      XFone common stock (the “XFone Common Stock”), with a value equal to the
      outstanding principal balance of the Promissory Note of the Creditor determined
      using the weighted average price of the XFone common stock as reported on the
      website of the American Stock Exchange for the ten (10) trading days preceding
      the trading date immediately prior to the Management Date, and warrants for
      one-half the number of XFone stock issued for the purchase of the Promissory
      Note. The warrants shall have a term of five (5) years, a strike price that
      is
      10% above the weighted average price of the XFone common stock as reported
      for
      the ten (10) trading days preceding the trading date immediately prior to
      Management Date and the XFone common stock into which the warrants are
      convertible shall be restricted stock. The XFone Common Stock and the XFone
      warrants are referred to together as the “XFone Securities.”

     

    4. Closing
      Date.
      The
      purchase of the Promissory Note shall be consummated on the Closing Date as
      defined in the Merger Agreement, unless XFone, in his sole discretion, elects
      to
      consummate the purchase on an earlier date.

     

    5. Termination.
      If the
      Merger Agreement terminates without consummation of the Merger prior to the
      purchase of the Promissory Note by XFone, this Agreement shall terminate, and
      neither party shall have any further obligations hereunder. 

     

    6. General
      Representations.
      Creditor hereby represents and warrants as follows:

     

    (a) Creditor
      has full power and authority to enter into this Agreement and to sell and
      deliver the Promissory Note on the terms as provided herein.

     

    (b) There
      is
      no legal impairment which prevents Creditor from selling, conveying, assigning
      and transferring the Promissory Note and all rights thereunder to
      XFone.

     

    (c) Creditor
      has good and marketable title to the Promissory Note subject to no existing
      mortgage, pledge, lien, security interest, encumbrance, restriction or any
      other
      type of charge or lien whatsoever.

     

    (d) Except
      for the Promissory Note there are no liabilities, claims or obligations (whether
      accrued, absolute, contingent, unliquidated or otherwise, and whether due to
      become payable and regardless of when or by whom asserted) owed by Telecom
      to
      Creditor.

     

    7. Investment
      Representations.
      Creditor represents that:

     

    (a) Creditor
      has received a copies of XFone Annual Report on Form 10-KSB and Quarterly Report
      on Form 10QSB for the quarter ending June 30, 2005.

     

    (b) Creditor
      has such knowledge and experience in business and financial matters, or
      competent professional advice concerning XFone, and Creditor is capable of
      evaluating the merits and risks of the prospective investment in XFone and
      is
      able to bear the substantial economic risks of the investment and can afford
      the
      complete loss of the investment.

     

    (c) Creditor
      has had and continues to have the opportunity to obtain from XFone any
      additional information, to the extent possessed or obtainable without
      unreasonable effort and expense, necessary to evaluate the merits and risks
      of
      this proposed investment and Creditor has concluded, based on the information
      presented to Creditor, Creditor’s own understanding of investments of this
      nature and of this investment in particular, and the advice of such consultants
      as Creditor has deemed appropriate, that Creditor wishes to acquire XFone
      Securities as indicated above.

     

    (d) Creditor
      is an "Accredited Investor" as defined in Securities and Exchange Commission
      Rule 501.

     

    (e) Creditor
      understands that the XFone Securities being acquired hereby have not been
      registered under the Securities Act, or under the Blue Sky or other securities
      laws of certain states, and, therefore, that Creditor must bear the economic
      risk of the investment for an indefinite period of time as the XFone Securities
      cannot be sold or offered for sale unless the XFone Securities are subsequently
      so registered or an exemption from registration is available.

     

    (f) Creditor
      understands that the certificate evidencing the XFone Securities will bear
      a
      restrictive legend in substantially the following form:

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED THE "ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS,
      AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR
      HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND SUCH LAWS OR IN
      COMPLIANCE WITH AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. IN ADDITION,
      THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN SALE RESTRICTIONS
      AS
      PROVIDED IN THAT CERTAIN AGREEMENT TO PURCHASE PROMISSORY NOTE DATED AS OF
      OCTOBER 31, 2005.

     

    (g) Creditor
      understands that the records of the transfer agent for XFone common stock will
      indicate the restrictions on transferability and sale noted above and stop
      transfer instructions have been or will be placed with respect to the stock
      so
      as to restrict the transfer thereof.

     

    (h) Creditor
      is the sole party in interest in Creditor’s participation and in this Agreement
      and is acquiring the XFone common stock solely for investment for Creditor’s own
      account; Creditor has no present agreement, understanding, intent or arrangement
      to subdivide, sell, assign or transfer any part or all of the stock, or any
      interest therein, to any other person. Creditor further represents that it
      has
      sufficient and adequate means to provide for Creditor’s current needs and
      personal contingencies and has no need for liquidity with respect to Creditor’s
      investment in XFone.

     

    8. No
      Further Claims.
      Creditor does hereby acknowledge and agree upon consummation of the purchase
      of
      the Promissory Note, Creditor shall have no further claims relating to or under
      the Promissory Note against the maker of the Promissory Note and any such claims
      which may have existed or may exist in the future under the Promissory Note
      shall be assigned to XFone upon purchase of the Promissory Note. 

     

    9. Registration
      Rights.
      For a
      period of one year from the date of insurance of the XFone Common Stock to
      Creditor, if XFone registers any shares of its common stock with the Securities
      and Exchange Commission (“SEC”) for sale in a secondary offering, then XFone
      will register the XFone Common Stock issued to Creditor under this Agreement
      with the SEC at XFone’s expense.

     

    10. Shareholder's
      Post Closing Sale Restrictions.
      The
      Creditor agrees that the total shares of common stock of XFone sold by him/her
      in any one month period shall not exceed 1,350 shares. The Creditor agrees
      that
      this XFone common stock sales restriction shall apply to any XFone common stock
      owned as a result of this Agreement but not to any other XFone stock owned
      by
      Creditor.

     

    11. Miscellaneous.

     

    (a) Notices.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed given if delivered personally or by commercial messenger or courier
      service, or mailed by registered or certified mail (return receipt requested)
      to
      the parties at the following addresses (or at such other address for a party
      as
      shall be specified by like notice); provided, however, that notices sent by
      mail
      will not be deemed given until received:

     

    (i) if
      to
      XFone, Inc., to:

     

    XFone,
      Inc.

    Britannia
      House

    960
      High
      Road

    London,
      N129RY

    United
      Kingdom USA

    
      	 	
              Attention:

            	
              Guy
                Nissenson

            


    

    
      	 	
              Telephone:

            	
              +44
                208-446-9494

            


    

    
      	 	
              Facsimile:

            	
              +44
                208-446-7010

            


    

    Email:  guy@xfone.com

     

    and

     

    Xfone
      USA, Inc.

    2506
      Lakeland Drive

    Suite
      100

    Jackson,
      Mississippi 39232

    
      	 	
              Attention:

            	
              Wade
                Spooner

            


    

    
      	 	
              Telephone:

            	
              601-420-6500

            


    

    
      	 	
              Facsimile:

            	
              509-271-7741

            


    

    Email:  wspooner@expetel.com

    


    and

     

    Watkins
      Ludlam Winter & Stennis, P.A.

    633
      North
      State Street (39202)

    P.
      O. Box
      427

    Jackson,
      MS 39205-0427

    Attention: Gina
      M.
      Jacobs

    Telephone: 601-949-4705

    Facsimile: 601-949-4804

    
      	 	
              Email:

            	 	
              gjacobs@watkinsludlam.com

            


    

     

    (ii) if
      to the
      Creditor, to:

     

    Danny
      Acosta

    C-1
      Fairway View, #2

    Hammond,
      LA 70401


    


    (b) Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      constitute an original and all of which, when taken together, shall be
      considered one and the same agreement.

     

    (c) Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof and supersedes all prior agreements and understandings
      both written and oral, among the parties with respect to the subject matter
      hereof.

     

    (d) Governing
      Law; Dispute Resolution.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Mississippi, regardless of the laws that might otherwise govern under
      applicable principles of conflicts of laws thereof. EACH PARTY HEREBY
      IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
      TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
      OR
      ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
      HEREBY.

     

    (e) Rules
      of Construction.
      The
      parties hereto agree that they have been represented by counsel during the
      negotiation and execution of this Agreement and, therefor, waive the application
      of any law, regulation, holding or rule of construction providing that
      ambiguities in an agreement or other document will be construed against the
      party drafting such agreement or document.

     

    CREDITOR:


    


    /s/
      Danny Acosta     

    Danny
      Acosta

    


    


    XFONE:

    


    XFone,
      Inc.


    


    By:
      /s/
      Guy Nissenson    

    Guy
      Nissenson, President