Unassociated Document


    Exhibit
      10.93

     

    Translation
      from Hebrew to English


    Agreement

    


    Drawn
      up
      and entered into on December 24, 2006

    


    BETWEEN

    


    Xfone,
      Inc.

    whose
      address for the purposes of this agreement shall be:

    c/o
      Xfone
      018 Ltd.,

    P.O.Box
      7616, Petach Tikvah 49170

    (hereinafter
      called: "the
      Company")

    


    of
      the
      first part;

    


    AND
      BETWEEN

    


    1.
      Halman - Aldubi Provident Funds Ltd.

    2.
      Halman - Aldubi Pension Funds Ltd.

    of
      2 Ben
      Gurion Street, Ramat Gan

    (severally
      and/or jointly hereinafter called: "Halman
      Aldubi")

    


    of
      the
      second part;

    


    Whereas the
      Company is a public company that was incorporated in the State of Nevada, USA,
      whose stocks are traded on the Tel Aviv Stock Exchange Ltd., and on the American
      Stock Exchange (together hereinafter called: "the
      Stock Exchange");

    


    And
      whereas the
      parties are interested in the Company selling to Halman Aldubi Regular Stocks
      with a par value of $0.001 each, as well as non-negotiable option warrants,
      and
      all as specified in the following agreement;

    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    It
      is therefore agreed and stipulated between the parties as
      follows:

    


    1. The
      preamble to this agreement constitutes an integral part thereof.

    


    2. Subject
      to receiving all the required authorizations, as stipulated in the following
      agreement, the Company will sell stocks and non-negotiable option warrants
      to
      Halman Aldubi, as specified below:

    


    2.1    
      344,828
      Regular Stocks in the Company (hereinafter called: "the
      Assigned Stocks")
      with a
      par value of $0.001 each (hereinafter called: "Regular
      Stocks")
      at a
      price of $2.90 per stock and a total of $1,000,000 (one million US dollars)
      (hereinafter called: "the
      Immediate Consideration").
      

    


    The
      Assigned Stocks shall be equal in every respect to the Regular Stocks of the
      Company's issued stock capital and they shall be assigned to Halman Aldubi
      being
      free of any lien, attachment or other third part right whatsoever.

    


    2.2    
      172,414
      non-negotiable option warrants (hereinafter called: "the
      Option Warrants")
      that
      shall be allocated to Halman Aldubi for no additional consideration. The Option
      Warrants may be realized at any time, as from the day Stock Exchange approval
      is
      granted, as specified below, and until December 24 2011 (inclusive) for 172,414
      of the Company's common stocks, in such a way that each Option Warrant may
      be
      realized as one common stock of the Company (subject to the adjustments
      specified in Clause 6 below), for a cash payment to the Company of the
      realization price of $3.40. An option warrant that is not realized by December
      24 2011 (inclusive) shall expire and shall not grant Halman Aldubi any right
      whatsoever. The Option Warrants shall be assigned to Halman Aldubi being free
      of
      any lien, attachment or other third part right whatsoever.

    


    Should
      Halman Aldubi give notification of its realization of Option Warrants, the
      Company shall allocate common stocks to Halman Aldubi against the realized
      option warrants, within three business days from the day company receives the
      (original) option warrants and the realization price for the option
      warrants.

    


    Subject
      to what is stated in sub-clause 7.7 below, the Company shall bear the cost
      of
      all the expenses involved in making the aforementioned allocation on its own
      and
      including stamp duty, should this be applicable.

    


    2.3    
      Halman
      Aldubi declares and undertakes that it purchases the Assigned Stocks and the
      Option Warrants "as is" at the time of their allocation and that it does not
      have and shall not have any plea and/or demand and/or claim as regards the
      assigned stocks and/or the option warrants and/or as regards the state of the
      Company at that time and that it hereby waives absolutely and irrevocably any
      plea and/or demand and/or claim as aforementioned. 

    


    2.4    
      Each
      of
      the parties confirms that approval has been given by its Board of Directors
      for
      the completion of the transaction that is the subject of this agreement. Each
      of
      the parties shall provide the other with a copy of the approval of its Board
      of
      Directors for entering into this agreement or notification in writing that
      the
      approval of the Board of Directors has been duly and legally given as
      aforementioned. In addition, the Company affirms that the allocation of the
      stocks and the option warrants is not in contradiction to the regulations of
      the
      Company's bylaws.


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    3. Suspending
      Condition

    


    A
      suspending condition for the existence of this agreement is the approval of
      the
      Stock Exchange for the registration for trading of the Assigned Stocks and
      of
      the stocks that derive from the realization of the Option Warrants, within
      75
      days of the signing of this agreement.

    


    Despite
      what has been stated above, should the Stock Exchange require that the Company's
      stockholders approve the transaction that is the subject of this agreement,
      the
      time period stated above shall be extended by a further 75 days.

    


    If
      the
      suspending condition that is stated above in this clause is not fulfilled within
      the time period stated above, and this was not due to any act or omission on
      the
      part of the Company, this agreement shall be null and void and neither party
      shall be entitled to any remedy or right whatsoever by force of law vis-à-vis
      the other party. In this case, the Trustee shall return the Immediate
      Consideration in its entirety (including any interest that has accrued to it)
      to
      Halman Aldubi.

    


    4. The
      Depositing of the Immediate Consideration in an Escrow Account and the
      Completion of the Agreement

    


    The
      Immediate Consideration shall be deposited in its entirety by Halman Aldubi
      in
      an escrow account managed by Attorney Alon Reisser (hereinafter
      called: "the
      Trustee")
      for
      the Company, and this shall be done within two business days of the signing
      of
      this agreement. The particulars of the above escrow account are as follows:-
      bank: Poalei Agudat Israel (52); Branch: Modi'in Elite (180); Name of Account:
      Attorney Alon Reisser in trust for Xfone, Inc.; Account Number: 105-715123.
      It
      is hereby elucidated that the trustee is the legal adviser to the Company and
      its secretary, and that as regards this agreement he is acting as the trustee
      for both parties to the agreement. 

    


    Within
      5
      business days of the date of the fulfillment of the suspending condition for
      the
      implementation of this agreement, as stated in Clause 3 above, the parties
      and
      the trustee shall meet in the Company's offices, as previously coordinated
      between them, for the purpose of completing the transaction and shall act as
      specified below, where all the proceedings shall be carried out at the same
      time, as follows:

    


    4.1    
      The
      Company shall provide Halman Aldubi with a copy of Stock Exchange approvals
      for
      the registration for trade of the stocks. 

    


    4.2    
      Against
      the transfer by the trustee of the Immediate Consideration in its entirety
      to
      the Company, (apart from any interest that has accrued to it, that shall be
      made
      over to Halman Aldubi) the Company shall allocate the Assigned Stocks and the
      Option Warrants to Halman Aldubi and shall hand over to Halman Aldubi a Stock
      Certificate in Halman Aldubi's name for the Assigned Stocks and an Options
      Certificate in Halman Aldubi's name for the Option Warrants.

    


    The
      parties undertake to carry out all these proceedings in a bona fide manner
      and
      to sign on all the documents, authorizations, forms, questionnaires and
      declarations, as may be required, and as may be useful for the purpose of
      putting into practice the stipulations of this agreement.

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    5. Prevention
      or restriction of the carrying out of operations with the Assigned Stocks,
      with
      the Option Warrants and with the stocks deriving from their
      realization

    


    Halman
      Aldubi hereby declares that it is aware that the Option Warrants are not
      registered for trade, and that the Assigned Stocks and the stocks deriving
      from
      the realization of the Option Warrants (hereinafter together called:
      "the
      Halman Aldubi Stocks")
      will be
      restricted in accordance with the stipulations of US and/or Israeli law applying
      to the Company or its stocks.

    


    The
      Company undertakes to submit a Registration Statement to the U.S. Securities
      and
      Exchange Commission (SEC) to register the Halman Aldubi Stocks, and to do this
      by May 31, 2007.

    


    6. Adjustments

    


    From
      the
      time of the completion of this agreement until the last date on which the Option
      Warrants can be realized, the following stipulations shall apply to the Option
      Warrants that have not yet been realized:

    


    6.1    
      Should
      the Company distribute stock dividend whose date fixed for entitlement to
      participation in the distribution falls prior to the date of their realization,
      then immediately after this date the number of stocks for realization to which
      Halman Aldubi is entitled shall increase on the realization of the Option
      Warrants and payment of the realization price by the number of stocks that
      Halman Aldubi would have been entitled to as stock dividend if they were to
      have
      realized the option warrants prior to the date fixed. The realization price
      of
      each option warrant shall not change as a result of the increase in the number
      of stocks that Halman Aldubi is entitled to.

    


    6.2    
      Should
      the Company offer its stockholders securities of any sort as an entitlement
      during the realization period, then no stocks or other securities shall accrue
      to the stocks for realization and the realization price shall not change and
      the
      Company shall offer identical entitlements, on identical terms to Halman Aldubi
      as well for the Option Warrants that have not yet been realized, as if Halman
      Aldubi had realized the option warrants prior to the date fixed for the right
      to
      participate in the said entitlement issue.

    


    6.3    
      The
      number of stocks to which Halman Aldubi shall be entitled shall not be adjusted
      in the case of issues of whatever sort, apart from adjustments consequent on
      distribution of dividend stock and participation in entitlement issues as stated
      above. 

    


    6.4    
      Should
      the Company pay a cash dividend, and the date fixed for its payment precedes
      the
      date of the realization of the Option Warrants, then from the ex-dividend date
      on which the Company's stocks are traded, the realization price of the Option
      Warrants shall be the previous realization price less the net amount of the
      stock dividend. It is elucidated that whatever the case, the realization price
      shall not be less than the par value of the share being realized.

    


    6.5    
      The
      Company shall reserve an adequate number of regular stocks with a par value
      of
      $0.001 in its registered capital to ensure Halman Aldubi's realization right,
      and, where necessary, shall act to increase its registered capital.


    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    6.6
           The
      terms
      of the Option Warrants shall not be changed by the Company, unless with the
      consent of Halman Aldubi.

    


    7. Miscellaneous

    


    7.1    
      No
      waiver, extension, discount or change in terms whatsoever to this agreement
      shall be valid, unless made in writing by both parties to this agreement. No
      delay in realizing its rights by either party shall be considered to be a
      waiver, and the party shall be entitled to realize its rights, each one
      individually or all of them together, both under this agreement and under the
      law, at any time that it deems fit.

    


    7.2    
      The
      terms
      of this agreement reflect in full everything that was stipulated and agreed
      upon
      between the parties as regards the sale of the Assigned Stocks and the Option
      Warrants to Halman Aldubi and the parties shall not be obligated by any
      promises, presentations, declarations and agreements, verbal or written, that
      were made prior to the signing of this agreement (to the extent that such were
      made), and this agreement cancels any prior agreement that was made between
      the
      parties on this matter (to the extent that such was made).

    


    7.3    
      The
      parties declare that subject to the fulfillment of the suspending conditions
      specified in this agreement, there is nothing under the law and/or under any
      agreement that prevents their business connection in this agreement. However,
      it
      is hereby elucidated that a number of bodies who invested in the Company in
      the
      past have a right to participate in future issues / the right of first refusal
      and that the Company will contact these investors and inform them of this
      agreement within two business days of the date this agreement is
      signed.

    


    7.4    
      Halman
      Aldubi declares that it does not have valid agreements extant with Company
      stockholders regarding the purchase or sale of securities or regarding voting
      rights in the Company or on any matter whatsoever.

    


    7.5    
      The
      addresses of the parties for the purposes of this agreement are as specified
      in
      its preamble. Any notification sent by one party to the other to its address
      as
      stated above or to another address notification of which was delivered in
      writing by one of the parties, shall be considered as having been received
      within 72 hours of its being dispatched by registered mail or on the first
      business day after it was sent by facsimile and/or its delivery by
      courier.

    


    7.6    
      The
      agreement of the parties as stated in this agreement may be effected by means
      of
      electronic authorization, by email, or by any other electronic means.


    


    7.7    
      Each
      party shall bear the costs of its own attorney in the drawing up of this
      agreement.

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    In
      witness thereof we hereby set our hands:

    

      


      
        	 	 	 
	
                /s/ Halman
                  - Aldubi Provident Funds Ltd. 

              	 	
                 /s/
                  Halman - Aldubi Pension Funds Ltd.

              
	
                Halman
                  - Aldubi Provident Funds Ltd. 

              	 	
                Halman
                  - Aldubi Pension Funds
                  Ltd.

              


      

       

    

    
      


      
        	
                /s/
                  Guy Nissenson

              
	
                Xfone,
                  Inc.

              


      

       

    

     

    
      
        
        

      

      
        -6-