ex10131.htm


    Exhibit
10.131

     

    Second
Amendment to

    Financial Services and
Business Development Consulting Agreement

    


    This
Second Amendment to Financial Services and Business Development Consulting
Agreement ("Second Amendment") is entered into as of January 15, 2009, to be
effective as of January 1, 2009 ("the Effective Date"), by and among Dionysos
Investments (1999) Ltd., an Israeli company ("Dionysos"), and Xfone, Inc., a
Nevada corporation ("Client").

    


    WHEREAS,
Dionysos and the Client entered into that certain Financial Services and
Business Development Consulting Agreement dated November 18, 2004 (the
"Consulting Agreement"); and

    


     WHEREAS,
on February 8, 2007, pursuant to the recommendations of the Audit Committee of
the Client and the resolutions of its Board of Directors, Dionysos and the
Client entered into a First Amendment to the Consulting Agreement (the "First
Amendment") which amended Section 2 of the Consulting Agreement ("Section 2");
and

    


    WHEREAS,
Dionysos and the Client desire to amend Section 2, pursuant to the
recommendations of the Audit Committee of the Client and the resolutions of its
Board of Directors dated January 15, 2009.

    


    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 Consulting Agreement,
unless otherwise specified herein).

    


    1.           Amendment.  Section
2 is hereby amended in its entirety to read as follows:

    


    "Compensation.
(i) The parties agree that Dionysos will be compensated by Client for the
Services provided to the Client in the amount of Eight Thousand British Sterling
Pounds (£8,000) per month, beginning on January 1, 2009; (ii) In addition,
Client will pay Dionysos a success fee for any future investments in the Client
made by Israeli investors during fiscal years 2009 and/or 2010, provided such
investments were a direct or indirect result of the Services provided to the
Client. The success fee will be equal to 0.5% (half percent) of the gross
proceeds of such investments; (iii) In addition, Client will reimburse Dionysos,
based on the approval of the Audit Committee of the Client, for expenses
incurred of behalf of the Client, which expenses will include travel, hotel,
meals, courier, report reproduction and other administrative costs when and
where needed. Compensation for any additional services provided by Dionysos for
the Client shall be as agreed by the parties.

     

    The
parties agree that the abovementioned compensation will only apply to fiscal
years 2009 and 2010, and then be reviewed and/or reconsidered and/or approved by
the Audit Committee and Board of Directors of the Client in or about December
2010."

    
      
        
        

      

      
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    2.           Superseding
Effect.  As of the Effective Date, this Second Amendment shall
supersede and replace the First Amendment.

    


    3.           Ratification.  The
Consulting Agreement as amended hereby is ratified and affirmed, and except as
expressly amended hereby, all other terms and provisions of the Consulting
Agreement remain unchanged and continue in full force and effect. Without
prejudice to the generality of the above, and subject to the future review
and/or reconsideration and/or approval required by the final paragraph of
Section 2, it is hereby declared that the Audit Committee and Board of Directors
of the Client approved the automatic renewal of the Term of the Consulting
Agreement for an additional two-year period, ending on December 31,
2010.

    


    4.           Execution.  This
Second 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.


    


    
      	
              Dionysos
      Investments (1999) Ltd.

            	
              Xfone,
      Inc.

            


    

    


    


    
      	
              By: /s/ Haim
      Nissenson

            	
              By: /s/ Abraham
      Keinan

            


    

    
      	
               
      

            	
              Name:
      Haim Nissenson

            	
              Name:
      Abraham Keinan

            


    

    
      	
               
      

            	
              Title:
      Managing Director

            	
              Title:
      Chairman of the Board

            


    

    


    


    


    
      
        
        

      

      
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