AGREEMENT

Prepared and signed on August 26, 2004,  between XFONE  COMMUNICATION  LTD., PCN
513533430 (hereinafter: "the Company"), XFONE, INC. (hereinafter: "XFONE INC."),
and ILAN SHOSHANI, I.D. No. 54735386 (hereinafter: "the Investor").

1.    The Investor will secure the replacement of the bank guarantee,  which was
      provided by the Company  pursuant to  regulation  22 of the  International
      Operators Regulations with another bank guarantee (hereinafter: "the Other
      Bank  Guarantee").  The  Other  Bank  Guarantee  will  conform  to all the
      provisions and terms of the  International  Operators  Regulations and the
      Company's  license,  and  shall  be to the  complete  satisfaction  of the
      Ministry of Communication.

      The costs involved in the issuance of the Other Bank Guarantee (commission
      and stamp duty) will be paid by the Company.

2.    In addition, the Investor will extend a loan to the Company for the Shekel
      equivalent of the sum of $400,000  (hereinafter:  "the Shareholder Loan of
      the Investor").

3.    In return for the  replacement  of the bank guarantee and the grant of the
      Shareholder Loan of the Investor,  as hereinbefore and hereinafter stated,
      the Company and XFONE INC.  will ensure that 26% of the  Company's  shares
      will be transferred  and registered in the name of a person and/or company
      as determined by the Investor.

      The Investor  undertakes that all of the said shares will be held directly
      by an Israeli  citizen and resident or by a company which is controlled by
      an Israeli citizen and resident.

4.    In return for the  replacement  of the bank guarantee and the grant of the
      Shareholder Loan of the Investor,  as hereinbefore and hereinafter stated,
      the Company and XFONE INC. will ensure that the Investor is appointed as a
      director of the Company.

5.    In case of need,  and at the request of the Company's  Board of Directors,
      XFONE INC.  shall make a further  investment  in the Company,  by way of a
      shareholder  loan,  amounting  to the  Shekel  equivalent  of  the  sum of
      $600,000 (hereinafter: "the Shareholder Loan of XFONE INC.").

6.    The  Shareholder  Loan of the Investor and the  Shareholder  Loan of XFONE
      INC.  will be  provided  for a period to be agreed  between  the  parties,
      together  with  interest  and  linkage   differentials   pursuant  to  the
      provisions of the Income Tax Ordinance and any relevant law.

7.    The  Shareholder  Loan of the Investor and the  Shareholder  Loan of XFONE
      INC.  will be  returned  by the Company in  accordance  with the  relative
      proportion  of the  loans  in  practice  (and not in  accordance  with the
      relative shareholdings in the Company).



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8.    In the event that,  after the  Shareholder  Loan funds of the Investor and
      the  Shareholder  Loan funds of XFONE INC. (as detailed in clauses 2 and 5
      above) have been  utilized,  the Company's  Board of Directors  decides to
      engage in  additional  capital  raising,  both XFONE INC. and the Investor
      shall  be  entitled  to  participate  in such  capital  raising  by way of
      additional investment in the Company, according to their relative holdings
      in the Company.

9.    The  holdings  in the Company of any one party who has not  exercised  his
      said  entitlement  and has not  invested in the Company  according  to his
      relative share of the Company's  shareholding will be diluted in the event
      that such  investment  is  performed  by the other party and/or by a third
      party.  The said dilution shall be in proportion to the Company's value at
      the time  the  investment  is made.  In the  event of any  differences  of
      opinion,  the Company's  value shall be determined by Zinger & Even or any
      other  entity  agreeable  to the  parties.  If at the time of  making  the
      investment,  the  Company  shall be a  public  company,  the  value of the
      Company for purposes of the dilution  will be  ascertained  in  accordance
      with the Company's  market value (an average of 30 trading days before the
      investment is made).

10.   If the Other Bank Guarantee is cancelled, for any reason, during the first
      year, the Investor  shall make available to the Company  further credit by
      way of a bank guarantee in the sum of NIS 1,500,000. The costs involved in
      the issue of the bank guarantee  (commission  and stamp duty) will be paid
      by the Company.

11.   If the Other Bank Guarantee is reduced,  for any reason,  during the first
      year, the Investor  shall make available to the Company  further credit by
      way of bank  guarantee  at the  rate of 15% of the  reduction.  The  costs
      involved in the issue of the bank  guarantee  (commission  and stamp duty)
      will be paid by the Company.

12.   XFONE INC. shall be entitled to receive from the Company  management  fees
      equivalent to 5% of the operating profit of the Company, in return for the
      management services provided by XFONE INC. to the Company.

13.   It is hereby  declared and agreed  between the parties that the Company is
      not  obligated to purchase  communication  services of any type from XFONE
      INC.

14.   The parties agree that the appointment of the household members of Messrs.
      Abraham  Keinan,  Guy Nissenson,  and Ilan  Shoshani,  to positions in the
      Company shall be subject, inter alia, to the consent of all the parties.

15.   The   parties    agree   that   the    appointment    of   the   Company's
      accountant-comptroller shall be by consent.

16.   XFONE INC. and the Investor  hereby agree to the  Company's  business plan
      dated  April-May 2004. It is declared and agreed that the Company shall do
      everything  in its power in order to  implement  the said  business  plan,
      subject to changes as approved from time to time by the Company's Board of
      Directors.



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17.   The parties  agree that the  Company  shall  distribute  a dividend to the
      shareholders  only  after the  Shareholder  Loan of the  Investor  and the
      Shareholder Loan of XFONE INC. have been returned in full. It is similarly
      agreed that the Company will distribute the dividend only if the Company's
      cash  flow  enables  this,  and  that in any  event  no  dividend  will be
      distributed if the total cash available to the Company is less than 10% of
      the Company's turnover, or less than $500,000,  whichever is higher. It is
      further  agreed  that a  dividend  which is  distributed  by the  Company,
      subject to the  aforementioned,  shall  constitute a minimum of 40% of the
      Company's net profit.

18.   If any of the parties should request to sell its shares in the Company, it
      must first  contact the other party and offer it the right to purchase its
      shares. The offeree will answer the offeror within 30 days. If the offeree
      chooses to refuse to accept the sale offer,  the offeror shall be entitled
      to sell its shares to a third party,  provided that this is done within 60
      days and on the same terms proposed to the offeree.

19.   The parties  undertake to comply with all the  provisions and terms of the
      Company's license and/or the International  Operators  Regulations  and/or
      any other  relevant  law which shall  apply to the Company  and/or to them
      and/or to companies owned by them or under their control.

20.   The parties undertake not to perform,  either directly or indirectly,  any
      act or omission (including the sale of shares to a third party), which may
      result in the Company's non  compliance  with the  provisions and terms of
      the  Company's  license  and/or the  International  Operators  Regulations
      and/or any other relevant law.

     Provisions Regarding the Performance and Cancellation of the Agreement

21.   Within 10 days of the date of signing this  Agreement,  the Investor shall
      notify the Company and XFONE INC.  whether  this  Agreement is approved by
      Bank Leumi Ltd.,  which is the  Investor's  bank. If this Agreement is not
      approved by the said Bank,  the Agreement  shall be null and void. In such
      case,  neither the Company  nor XFONE INC.  shall have any actions  and/or
      claims against the Investor.

22.   If this Agreement is approved by the said Bank, the Investor shall deposit
      the full  amount  of the  Shareholder  Loan of the  Investor  in an escrow
      account of a trustee  whose  identity  shall be agreed  upon  between  the
      parties  (hereinafter:  "the  Trustee"),  within 12 days of  signing  this
      Agreement.

23.   If this  Agreement is approved by the said Bank,  the  Company's  Board of
      Directors shall be requested to approve this  Agreement,  within 7 days of
      the deposit of the Shareholder Loan funds of the Investor as stipulated in
      clause 22 above.  If this Agreement is not approved by the Company's Board
      of  Directors,  the Agreement  shall be null and void.  In such case,  the
      Shareholder Loan funds of the Investor shall be returned by the Trustee to
      the  Investor in full,  and the  Investor  shall have no actions or claims
      against  the Company  and/or  XFONE INC.  and/or any of its agents  and/or
      proxies.



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24.   If this  Agreement is approved by the Company's  Board of  Directors,  the
      Company shall contact the Ministry of Communications, within 7 days of the
      said approval of this Agreement by the Company's  Board of Directors,  and
      shall   request  to  receive  the   authorization   of  the   Minister  of
      Communication  pursuant  to clause  18 of the  Company's  license.  If the
      aforesaid  authorization  of the Minister of Communication is not received
      for any reason whatsoever,  this Agreement shall be null and void. In such
      case, the Shareholder Loan funds of the Investor shall be returned in full
      by the Trustee to the Investor,  and the Investor shall have no actions or
      claims  against the  Company  and/or  XFONE INC.  and/or any of its agents
      and/or proxies.

25.   If the said  authorization  of the Minister of  Communication is obtained,
      the parties shall act in the following manner:

      The Investor  shall attend to the  replacement of the bank  guarantee,  as
      stated  above in this  Agreement,  within 10 days of the  receipt  of such
      approval by the Minister of Communication.

      Within 7 days of the date on which  the bank  guarantee  is  replaced,  as
      stated above in this Agreement, the Company and XFONE INC. shall attend to
      the transfer and  registration of the shares,  as  hereinbefore  stated in
      this Agreement.

      Within 7 days of the date on which  the bank  guarantee  is  replaced,  as
      stated above in this Agreement, the Company and XFONE INC. shall attend to
      the  appointment  of  the  Investor  as a  director  of  the  Company,  as
      hereinbefore stated in this Agreement.

      Within  7 days  of the  date on  which  the  shares  are  transferred  and
      registered,  and the  Investor is  appointed as a director of the Company,
      the  Trustee  shall  transfer  to  the  Company  the  full  amount  of the
      Shareholder Loan funds of the Investor.

As testimony the sides affix their signatures

XFONE COMMUNICATION LTD.
/s/ Rafael Dick
-------------------
By:  Rafael Dick
Managing Director

/s/ Alon Reisser
-------------------
By:  Alon Reisser
Legal Advisor

 XFONE, INC.
/s/ Guy Nissenson
-------------------
By:  Guy Nissenson
President and Chief Executive Officer

ILAN SHOSHANI
/s/ Ilan Shoshani
-------------------
By:  Ilan Shoshani



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