Unassociated Document


    Exhibit
10.126

    


    AGREEMENT

    


    This
irrevocable option agreement (this "Agreement") to purchase shares of
common stock of Xfone, Inc. (the "Company" or
"Xfone") is made and entered into this 1st day of
July 2008, by and between Guy Nissenson of 3A Finchley Park, London, United
Kingdom ("Nissenson") and Abraham Keinan of 4 Wycombe Gardens, London, United
Kingdom ("Keinan").

    


    W
I T N E S S E T H :

    


    WHEREAS, Keinan is the
Chairman of the Board of Directors of Xfone, and Nissenson is the President, CEO
and a director of Xfone; and

    


    WHEREAS, Keinan is the
beneficial owner of 3,208,000 shares of common stock, $0.001 par value per
share, of Xfone, and Keinan wishes to sell a minimum of 2,868,000 of his Xfone
shares (the "Option Shares") and simultaneously to resign from all of his
positions with the Company and its subsidiaries; and

    


    WHEREAS, Nissenson wishes to
purchase the Option Shares, individually and/or together with the Nissenson
Investors (as defined below);

    


    "Nissenson
Investors" shall mean any investor, whether a group, corporation or individual,
brought by Nissenson to participate in the purchase of the Option Shares.
Nissenson will solely determine who is a "Nissenson Investor" and will be their
sole representative.

    


    NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and
for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Nissenson and Keinan agree as follows:

     

    
      	
              1.  

            	
              Keinan
      hereby grants Nissenson an irrevocable and exclusive option to purchase
      the Option Shares, individually and/or together with the Nissenson
      Investors, at a price per share of $3.4289277 (the
    "Option").

            


    

    


    
      	
              2.  

            	
              Nissenson
      may exercise the Option and purchase the Option Shares at any time prior
      to 5:00 p.m. BT on January 1, 2009 (the "Option Period"), by the delivery
      of a written notice to Keinan (the "Notice"). The completion of the
      transaction (including payment of the aggregate purchase price and
      transfer of the Option Shares) shall take place within 10 calendar days
      from the date of the Notice.

            


    

    


    
      	
              3.  

            	
              In
      the event that Nissenson decides to exercise the Option, Keinan shall have
      the right to sell to the purchaser(s) of the Option Shares up to an
      additional 340,000 shares of Xfone common stock that he owns, at the same
      price as the Option Shares (the "Additional Shares").  Any
      Additional Shares purchased pursuant to this provision shall be delivered
      at the same time as the Option
Shares.

            


    

    


    
      	
              4.  

            	
              Upon
      the purchase of the Option Shares and any Additional Shares under this
      Agreement, Keinan shall immediately resign from all of his positions with
      Xfone and/or its subsidiaries and shall relinquish any rights under his
      agreements with the Company and its subsidiaries, including fees, salary,
      bonuses, options (including but not limited to outstanding and fully
      vested options), severance pay,
etc.

            


    

    


    
      	
              5.  

            	
              Upon
      the purchase of the Option Shares and any Additional Shares under this
      Agreement, the Voting Agreement by and between Keinan, Nissenson and
      Campbeltown Business Ltd. dated September 28, 2004 shall
      terminate.

            


    

    


    
      	
              6.  

            	
              No
      Shop. During the Option Period, Keinan shall not negotiate, discuss
      or otherwise contemplate an agreement to sell the Option Shares or the
      Additional Shares to any other third
party.

            


    

    


    IN WITNESS WHEREOF, the
parties have signed this Agreement on the day and year first above
written.

     

    
      
        	 	 	 	 	 
	
                /s/
      Guy Nissenson  

              	 	 	
                /s/
      Abraham Keinan

              	 
	
                Guy
      Nissenson  

              	 	 	
                Abraham
      Keinan

              	 
	
                 

              	 	 	
                 

              	 


      

    

     

    I agree
to the provisions of Section 5 of this Agreement:

    


    /s/ Guy
Nissenson

    __________________________

    Campbeltown
Business Ltd.