**Exhibit
      10.96**


**First
      Amendment to**


**General
      Contract for Services**





This
      First Amendment to General Contract for Services ("First Amendment") is entered
      into as of March 14, 2007, to be effective as of January 1, 2006, by and between
      Swiftnet Limited ("Swiftnet") and Xfone, Inc. ("Xfone").





WHEREAS,
      Swiftnet and Xfone entered into that certain General Contract for Services
      dated
      January 1, 2005 (the "Contract"); and





WHEREAS,
      Swiftnet and Xfone acknowledge that the services provided to Swiftnet by Xfone
      has been reduced during 2006 due to Xfone’s increasing focus on the U.S. and
      Israel, and the appointment of John Burton as full-time Managing Director of
      Swiftnet from July 1, 2006; and





WHEREAS,
      Swiftnet and Xfone desire to amend the Contract in order to properly reflect
      the
      nature and scope of the services which Xfone has provided and will further
      provide to Swiftnet under the Contract, as of January 1, 2006.





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 Contract, unless
      otherwise specified herein).





1.  Amendments .





Section
      1
      of the Contract is hereby amended in its entirety to read as
      follows:





**"DESCRIPTION
      OF SERVICES.** Beginning
      on January 1, 2006, Xfone will provide Swiftnet with the following services
      (the
“Services”):


- Day-to-day
      support to the Directors of Swiftnet in the general management of the business
      (to include Marketing, Finance and Operational advisory work).


- Special
      Projects (outside of the day-to-day management of the business) required to
      achieve specific business development goals (to include the new supplier
      relationships and the introduction of new products and processes).


- Activities
      to secure financing for Swiftnet (from outside the U.K.)."





Section
      2
      of the Contract is hereby amended in its entirety to read as
      follows:





" **PAYMENT
      FOR SERVICES** .
      In
      exchange for the Services Swiftnet will  pay
      Xfone
      according to the following schedule:


-
      In
      return for the day-to-day support: 2.5% of the total turnover of
      Swiftnet.


-
      In
      return for Special Projects: £750 per each Xfone executive per day.


-
      In
      connection with financing: 5% of money raised from sources outside the
      U.K.


-
      Reimbursement of expenses. "


2.  Ratification .
      The
      Contract as amended hereby is ratified and affirmed, and except as expressly
      amended hereby, all other terms and provisions of the Contract remain unchanged
      and continue in full force and effect.





3.  Execution .
      This
      First 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.





**Swiftnet
                Limited**
            
            **Xfone,
                Inc.**








By:/s/ John M. Burton
            
            By:/s/
                Guy Nissenson Name: John M. Burton
              Title:
                  Managing Director
            
            Name: Guy Nissenson
              Title: President and
                CEO