Exhibit
      10.86

     

    Second
      Amendment to

     

    Agreement
      and Plan of Merger

     

    This
      Second Amendment to Agreement and Plan of Merger ("Second Amendment") is
      executed as of June 28, 2006, to be effective as of March 9, 2005, by and among
      WS Telecom, Inc. ("WST"), Xfone, Inc. (the "Parent"), Xfone USA, Inc. (the
      "Subsidiary"), and Wade Spooner and Ted Parsons (collectively the
      "Principals").

     

    WHEREAS,
      WST, the Parent, Subsidiary and Principals entered into that certain Agreement
      and Plan of Merger dated as of May 28, 2004 (the "Merger Agreement") and desire
      to amend the Merger Agreement in order to clarify ARTICLE VIII - GENERAL
      PROVISIONS - Section VIII.11 - Principal’s Post Closing Sale Restrictions
      ("Section VIII.11"), and in particular to clarify the process to calculate
      the
      amount of shares that the Principals may sell or trade.

     

    NOW,
      THEREFORE, in consideration of the foregoing recitals and other good and
      valuable consideration, the parties do hereby agree as follows (capitalized
      terms used herein have the same meaning as defined in the Merger Agreement,
      unless otherwise specified herein).

     

    1. Amendment.
      Section
      VIII.11 is hereby amended to clarify the process to calculate the amount of
      shares that the Principals may sell or trade. The first sentence of Section
      VIII.11 for the Principal’s is hereby amended as follows:

    “Wade
      Spooner agrees that the total shares of common stock of the Parent sold by
      him
      in any calendar quarter shall not exceed 3.5% of the total trading volume of
      the
      Parent Common Stock traded during the previous calendar quarter. Ted Parsons
      agrees that the total shares of common stock of the Parent sold by him in any
      calendar quarter shall not exceed 1.5% of the total trading volume of the Parent
      Common Stock traded during the previous calendar quarter. For the purpose of
      this Section, a calendar quarter shall mean a period of three consecutive months
      ending on the last day of any of the following months: March, June, September,
      and December.”

     

    2. Ratification.
      The
      Merger Agreement as amended hereby is ratified and affirmed, and except as
      expressly amended hereby, all other terms and provisions of the Merger Agreement
      (including the last sentence of Section VIII.11) remain unchanged and continue
      in full force and effect.

     

    3. Execution.
      This
      Second Amendment may be executed simultaneously in multiple counterparts, each
      of which will be deemed an original, but all of which together shall constitute
      one and the same instrument. The parties hereto agree to accept facsimile
      signatures as an original signature.

     

    Executed
      as of the day and year first above written.

     

    XFONE,
      INC.      WS
      TELECOM, INC.

     

    By:
      /s/
      Guy Nissenson     By:
      /s/
      Wade Spooner

    Guy
      Nissenson, President and CEO              Wade
      Spooner, President and CEO

    


    XFONE
      USA, INC.     PRINCIPALS:

    


    By:
      /s/
      Wade Spooner     /s/
      Wade Spooner

    Wade
      Spooner, President and CEO            Wade
      Spooner

     

                                  
/s/
      Ted
      Parsons

                                     Ted
      Parsons