Exhibit 10.46 

FINANCIAL SERVICES ANDBUSINESS DEVELOPMENT 

CONSULTING AGREEMENT

This Financial Services ConsultingAgreement (“this Agreement”) is dated as of November 18, 2004, and is made byand between Dionysos Investments (1999) Ltd., an Israeli company (“Dionysos”),and Xfone, Inc., a Nevada corporation (“Client”) with respect to certainservices to be provided by Dionysos as described herein. The parties hereby agree to thefollowing terms and conditions in connection with such services. 

    1.                 **Services.** Dionysos agrees to assist the Client in          connection with services related to financial activities, financial reports,          mergers & acquisitions and other business development work (the          “Services”). In the event the Client requests additional services, the          scope of such additional services shall be as agreed by the parties and shall be          governed by this Agreement. 

    2.                 **Compensation**. The parties agree that Dionysos will be          compensated by Client for the Services provided to the Client in the amount of          Three Thousand British Sterling Pounds (£3,000) per month beginning on the          Effective Date of this Agreement (the “Fees”). In addition, Client          will reimburse Dionysos, based on prior approval by the Client, for expenses          incurred, which expenses will include travel, hotel, meals, courier, report          reproduction and other administrative costs when and where needed (the          “Expenses”). Compensation for any additional services provided by          Dionysos for the Client shall be as agreed by the parties. 

    3.                 **Effective Date and Term.**The Effective Date of this Agreement          shall be January 1, 2005 (the “Effective Date”). The term of this          Agreement shall be two (2) years (the “Term”). Dionysos’s          Services shall begin on the Effective Date. The Term will be automatically          renewed for successive two-year periods, unless either party provides written          notice at least ninety (90) days prior to the end of the Term that such party          does not wish to renew this Agreement. 

    4.                 **Confidentiality**. Dionysos recognizes that certain          confidential information concerning the Client will be furnished by the Client          to Dionysos in connection with the Services being provided (“Confidential          Information”). 

        Dionysosagrees that it will disclose Confidential Information only to those of its directors,officers, employees, advisors or agents who have a need to know such information, or toadvisors to the Client. Confidential Information shall not include information that (i) isin the possession of Dionysos prior to its receipt of such information from the Client,(ii) is or becomes publicly available other than as a result of a breach of this Agreementby Dionysos, or (iii) is independently acquired or developed by Dionysos without violatingany of its obligations under this Agreement. 

        TheClient recognizes and confirms that Dionysos (a) will use and rely primarily on theConfidential Information and on information available from public sources in performingthe Services contemplated by this Agreement without having independently verified thesame, and (b) does not assume responsibility for the accuracy or completeness of theConfidential Information or such other publicly available information. 

        Inthe event that Dionysos receives a request to disclose all or any part of any ConfidentialInformation under the terms of a valid and effective subpoena or order issued by a courtof competent jurisdiction, judicial or administrative agency or by a legislative body orcommittee, such disclosure by Dionysos shall not constitute a violation of this Agreementprovided that Dionysos (a) promptly notifies Client of the existence, terms andcircumstances surrounding such request, (b) consults with Client on the advisability oftaking available legal steps to resist or narrow such request, and (c) if disclosure ofsuch Confidential Information is required or deemed advisable, exercises its best effortsto obtain an order or other reliable assurance that confidential treatment will beaccorded to such portion of the Confidential Information to be disclosed which Clientdesignates. 

    5.                 **Use of Dionysos Name.** The Client agrees not to refer to          Dionysos or attribute any information to Dionysos (i) in the press, (ii) for          advertising or promotional purposes, or (iii) for the purpose of informing or          influencing any third party, including the investment community, without the          prior written consent of Dionysos. 

    6.                 **Work Product**. All work product created by the Consultant in          connection with the Services shall be “work for hire”, and the Client          shall be the rightful owner under U.S. copyright laws, free and clear of all          claims of ownership or otherwise (including the Consultant’s). The          Consultant will do any and all things, and execute any and all documents as may          be appropriate to achieve the objectives of this Section. 

    7.                 **Indemnification.** The Client hereby agrees to indemnify and          hold harmless (i) Dionysos, (ii) any entity directly or indirectly controlling,          controlled by, or under common control with, Dionysos, or any other affiliates          of Dionysos or such entities (collectively “Dionysos Affiliates”), and          (iii) the respective directors, officers, stockholders, agents and employees of          Dionysos and such entities (collectively, “Indemnified Persons”), from          and against all claims, liabilities, losses, damages, and expenses as incurred          (including reasonable legal fees and disbursements of counsel and the costs of          Dionysos professional time), joint or several (including actions or proceedings          in respect thereof) (collectively “Losses”), relating to or arising          out of the Services. The Client shall not, however, be liable under the          foregoing indemnity agreement to the extent that any such Losses are determined          by arbitration pursuant to Section 15, or are otherwise finally determined, as          the case may be, to have resulted primarily from the gross negligence, willful          misconduct or bad faith of any Indemnified Person in connection with the          Services. The Client also agrees that no Indemnified Person shall have any          liability (whether direct or indirect, in contract or in tort or otherwise) to          the Client or any person claiming through the Client, including without          limitation its owners, parents, affiliates, security holders or creditors, for          any Losses suffered by the Client or any such other person relating to or          arising out of the Services, and further agrees that Dionysos shall be          reimbursed for any expenses as incurred by any Indemnified Persons relating to          the foregoing (including reasonable legal fees and disbursements of counsel and          the costs of Dionysos professional time), except to the extent that any such          Losses are determined by arbitration pursuant to Section 15 or are otherwise          finally determined, as the case may be, to have resulted primarily from the          gross negligence, willful misconduct or bad faith of any Indemnified Person in          connection with the Services. 

        TheClient further agrees that it will not settle or compromise or consent to the entry of anyjudgment in any pending or threatened claim, action or proceeding in respect of whichindemnification may be sought hereunder (whether or not any Indemnified Person is anactual or potential party to such claim, action or proceeding) unless the Client has givenDionysos reasonable prior written notice thereof and obtained an unconditional release ofeach Indemnified Person from all liability arising therefrom, which unconditional releaseshall not place any non-financial obligations on any Indemnified Person. 

        TheClient acknowledges and agrees that its obligations hereunder shall be in addition to anyrights that any Indemnified Person may have at law or otherwise. 

        Uponreceipt by Dionysos of notice of a claim, action or proceeding in respect of whichindemnity may be sought hereunder, Dionysos shall promptly notify the Client with respectthereto. If in Dionysos’s reasonable judgment there is no conflict of interestbetween Dionysos (or any Indemnified Person) and the Client, the Client may at its optionassume and control the defense of any litigation or proceeding in respect of whichindemnity is sought hereunder with counsel reasonably acceptable to Dionysos. If inDionysos’s reasonable judgment there is a conflict of interest between Dionysos (orany Indemnified Person) and the Client, Dionysos shall assume and control the defense ofany litigation or proceeding (as it relates to Dionysos or any such Indemnified Person) inrespect of which indemnity is sought hereunder with counsel reasonably acceptable to theClient. The Client shall not be liable hereunder or otherwise for any settlement of anyclaim, action or proceeding effected without its written consent, which shall not beunreasonably withheld. Nothing contained herein shall prevent Dionysos from retaining, atits own expense, legal counsel of its choice. 

    8.                 **Non-Exclusive Agreement; Validly Binding.** This is          considered to be a non-exclusive agreement. However, Dionysos will not serve          during the Term of this Agreement and for one (1) year thereof other companies          whose interests are adverse to those of the Client, including parties with whom          the Client (i) competes; (ii) has a commercial relationship or potential          commercial relationship (e.g., suppliers, distributors); (iii) enters into          competitive bidding situations; and (iv) enters into or considers entering into          merger, acquisition, divestiture, alliance or joint venture transactions. The          parties represent that this Agreement has been duly authorized and executed and          is a valid and legally binding obligation of both Dionysos and the Client. 

    9.                 **Independent Contractor**. The parties agree that Dionysos is          an independent contractor to Client and will not be deemed an employee of Client          for any purpose whatsoever. Without limiting the foregoing, all income taxes          arising from or in connection with professional fees paid by Client to Dionysos          for the services provided under this Agreement shall be borne by Dionysos.          Neither party nor such party’s directors, officers, employees or agents,          shall bind or make any commitment on behalf of the other party. 

    10.**                 Section or Paragraph Headings**. Section headings herein have          been inserted for reference only and shall not be deemed to limit or otherwise          affect, in any matter, or be deemed to interpret in whole or in part any of the          terms or provisions of this Agreement. 

    11.                 **Survival and Succession**. This Agreement shall survive the          completion or termination of the Services and any additional services provided          by Dionysos. Further, this Agreement, in its entirety, shall inure to the          benefit of and be binding on the successors and assigns of the Client and          Dionysos. 

    12.                 **Assignment**. Neither of the parties hereto shall assign or          transfer its interest in this Agreement or any portion thereof without the prior          written consent of the other party except that (i) Client may assign or transfer          its rights and obligations under this Agreement to a subsidiary or entity          controlling, controlled by or under common control with Client (an          “Affiliate”) or to any entity that acquires all or substantially all          of the assets of Client or more than 50% of the current outstanding voting stock          of Client and (ii) Dionysos shall be entitled to assign the right to receive any          compensation received hereunder to a third party without the prior written          consent of Client, subject to restrictions of applicable law. 

    13.                 **Severability.** The various provisions and sub-provisions of          this Agreement are severable and if any provision or sub-provision or part          thereof is held to be unenforceable by any court of competent jurisdiction, then          such enforceability shall not affect the validity or enforceability of the          remaining provisions or sub-provisions or parts thereof in this Agreement. 

    14.                 **Entire Agreement; Governing Law**. This Agreement constitutes          the entire agreement between the parties and supersedes all prior agreements and          understandings, oral and written, and may not be modified or amended except in          writing signed by both parties. The laws of the State of New York, excluding          that body of law controlling conflicts of law, will govern all disputes arising          out of or relating to this Agreement. 

    15.                 **Arbitration.** Any dispute, controversy or claim arising out          of or in connection with, or relating to, this Agreement, or the breach,          termination or validity thereof, shall be finally settled by arbitration. The          arbitration shall be conducted in accordance with the commercial arbitration          rules of the American Arbitration Association (the “AAA”) in effect at          the time of the arbitration, except as they may be modified by mutual agreement          of the parties. The seat of the arbitration shall be New York, New York, and the          arbitration shall be conducted in English. 

        Thearbitration shall be conducted by three arbitrators. The party initiating arbitration (the“Claimant”) shall appoint an arbitrator in its request for arbitration (the“Request”). The other party (the “Respondent”) shall appoint anarbitrator within 30 days of receipt of the Request. If by that date either party has notappointed an arbitrator, then that arbitrator shall be appointed promptly by the AAA. Thefirst two arbitrators appointed shall appoint a third arbitrator within 30 days after theRespondent has notified Claimant of the appointment of Respondent’s arbitrator or, inthe event of a failure by a party to appoint, within 30 days after the AAA has notifiedthe parties of its appointment of an arbitrator on behalf of the party failing to appoint.If the first two arbitrators appointed fail to appoint a third arbitrator within the timeperiod prescribed above, then the AAA shall appoint the third arbitrator. 

        Thearbitral award shall be in writing, state the reasons for the award, and be final andbinding on the parties. The award may include an award of costs, including reasonableattorneys’ fees and disbursements. Judgment upon the award may be entered by anycourt having jurisdiction thereof or having jurisdiction over the relevant party or itsassets. 

    16.                 **Notices.** Any notices under this Agreement will be sent by          certified or registered mail, return receipt requested, or by facsimile          (provided that the sender received electronic confirmation of receipt by          recipient) to the address specified below or such other address as the party          specifies in writing. Such notice will be effective upon being sent as specified          in this Section. 

    17.                 **Counterparts.** This Agreement may be executed in one or more          counterparts, each of which shall be deemed an original but all of which          together shall constitute one and the same instruments. The execution of this          Agreement may be by actual or facsimile signature. 

IN WITNESS WHEREOF, the parties areempowered and have hereto set this hand and seal as of the date first above written.