RELEASE

      This Release (this "Release") is entered into by the undersigned officers
and directors of the Company (as defined herein) (the "Officers and Directors"),
effective as of the _____ day of _______________, 2004 in connection with the
Transaction contemplated by the terms and provisions of that certain Agreement
and Plan of Merger dated ______________, 2004 (the "Merger Agreement") among WS
Telecom, Inc., a Mississippi corporation (the "Company" and for the purposes of
this Agreement the Company shall include its wholly owned subsidiaries eXpeTel
Communications, Inc. and Gulf Coast Utilities, Inc.), XFone, Inc., a Nevada
corporation (the "Parent"), XFone USA, Inc., a Mississippi corporation (the
"Surviving Corporation") and Wade Spooner and Ted Parsons.

      WHEREAS, execution of this Release by each of the Officers and Directors
of the Company is a condition precedent to the Closing of the Merger
contemplated by the Agreement and Plan of Merger and as such is a material
inducement to the Parent and Surviving Corporation in order for them to enter
into the Merger; and

      WHEREAS, the Parent and Surviving Corporation would not have closed the
Merger without the execution of this Release by each and everyone of the
undersigned Officers and Directors; and

      WHEREAS, each Officer and Director has agreed to execute this Release.

      NOW, THEREFORE, as additional consideration for the Merger and the
covenants, representations, agreements and undertakings contained herein and
other good and valuable consideration, the receipt and sufficiency of all of
which is hereby acknowledged and intending to be legally bound, the undersigned
parties do hereby severally agree as follows:

1.    Recitals. Each of the above referenced recitals is true and correct and
      incorporated into this Release by this reference.

2.    Merger Agreement. Each of the undersigned hereby acknowledges receipt of a
      copy of the Merger Agreement and any amendments thereto. In the event of a
      conflict between the terms of this Release and the terms of the Merger
      Agreement, the terms and provisions of this Release shall govern. All
      capitalized terms which are not otherwise defined in this Release shall
      have the respective meaning ascribed to such terms in the Merger
      Agreement.

3.    Release by Each Officer and Director. Each Officer and Director hereby
      severally releases and forever discharges the Company, the Parent and the
      Surviving Corporation and each of their respective officers, directors,
      partners, shareholders, members, employees and their successors and
      assigns (collectively, " Releasees") of and from any and all claims,
      causes or rights of action, demands and damages of every kind and nature
      which such Officer or Director may now have, whether known or unknown,
      anticipated or unanticipated and whether accrued or hereafter to accrue,
      against Releasees, caused by or arising out of or in

<PAGE>

      any way related to the following: (i) the business, affairs, actions or
      omissions of the Company and/or the Officers or Directors or any other
      employee or independent contractor of the Company through the date of
      Closing under the Merger Agreement; (ii) such Officer's or Director's
      direct or beneficial ownership or interests in the Company, if any; (iii)
      such Officer's or Director's status as an Officer or Director or
      shareholder of the Company; (iv) any action or omission by any of the
      Officers or Directors of the Company, or any other employees or
      independent contractors of the Company through the date of Closing under
      the Merger Agreement; (v) any claims of such Officer or Director arising
      out of or relating in any manner to any prior business relationship or
      service of or with respect to the Company through the date of Closing
      under the Merger Agreement, and (vi) any and all agreements, events or
      occurrences by, between or among any Officer or Director and/or the
      Company prior to Closing or relating in any manner to this Merger,
      including, without limitation, any tax analysis with respect to the
      transactions contemplated by the Merger Agreement or otherwise, or
      calculation for the distribution of the Aggregate Merger Consideration
      under the Merger Agreement.

4.    Compromise. Each Officer and Director agrees that this settlement is a
      compromise of doubtful and disputed claims through the date of Closing
      under the Merger Agreement, and that the agreement to pay the
      consideration recited herein is not to be construed as an admission of any
      liability whatsoever by Releasees and that Releasees expressly deny any
      such liability.

5.    Scope of Release. Each Officer and Director agrees that the consideration
      for this release was paid to secure full, complete, and final discharge of
      Releasees from any and all claims, demands, actions, or causes of action
      that any of the undersigned Officers or Directors of the Company may have
      against the Releasees as of the date hereof with respect to matters hereby
      released as set forth in paragraph 3 hereof, and each of the Officers or
      Directors of the Company hereby agree that such claims, demands, actions,
      or causes of action are wholly and forever satisfied and extinguished.

6.    Covenant Not to Sue. Each Officer and Director will forever refrain and
      desist from instituting, prosecuting, or asserting against Releasees, or
      any of them, any further claim, demand, action, cause of action or suit of
      any kind or nature, either directly or indirectly, on account of matters
      hereby releases as set forth in paragraph 3 hereof.

7.    No Prior Assignment. Each Officer and Director specifically acknowledges,
      covenants, represents and warrants that there has been no assignment of
      any right or claim released hereby and that each Officer and Director
      will, severally, as with respect to actions by any such Officer and
      Director defend and hold harmless Releasees with respect to any matters
      hereby released.

8.    Authority. Each Officer and Director represents and warrants that each are
      fully competent and authorized to execute this Release, and that upon
      execution this Release will be valid and


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<PAGE>

      binding upon each of them. Each Officer and Director represent and warrant
      that the undersigned constitute all of the Directors and Officers of the
      Company. Releasees represent and warrant that they are fully competent and
      authorized to execute this Release, and that upon execution this Release
      will be valid and binding upon each of them.

9.    Acknowledgment. Each Officer and Director represents and warrants that the
      terms of this Release have been read, voluntarily accepted, understood by
      each such Officer and Director or explained to each such Officer and
      Director by its attorney(s), and agreed to and approved by its
      attorney(s). Each Officer and Director further represents and warrants
      that it has relied upon its own judgment, knowledge and belief as to the
      nature and extent of any damages which may have been suffered or
      sustained, or may be sustained in the future, with regard to the items
      released hereby under paragraph 3 hereof.

10.   Entire Agreement. This Release constitutes the entire agreement between
      the parties with respect to the releases contemplated hereby. All prior to
      or contemporaneous agreements, understandings, representations, warranties
      and statements, oral or written are hereby superceded. Any alterations or
      additions shall be effective only if reduced to writing, dated and signed
      by the party against whom the enforcement thereof is or may be sought.

11.   Waiver. No waiver of a breach of any of the terms, covenants or conditions
      of this Release by any party shall be construed or held to be a waiver of
      any succeeding or preceding breach of the same or any other term, covenant
      or condition herein contained. No waiver of any default by any party
      hereunder shall be implied from any omissions by either party to take any
      action on account of such default. If such default persists or is
      repeated, and no express waiver shall affect a default other than as
      specified in such waiver.

12.   Severability. If any term, provision, covenant or condition of this
      Release is held to be invalid, void or otherwise unenforceable to any
      extent by any court of competent jurisdiction, the remainder of this
      Release shall not be affected thereby, and each term, provision, covenant
      or condition of this Release shall be valid and enforceable to the fullest
      extent permitted by law.

13.   Successors. Subject to the restriction on assignment provided herein, all
      terms of this Release shall be binding upon, inure to the benefit of, and
      be enforceable by the parties hereto and their respective heirs, legal
      representatives, successors and assigns.

14.   Assignment. No party hereto shall assign their respective rights,
      obligations or interest under this Release in any manner.

15.   Headings. The captions and paragraph headings used in this Release are
      inserted for convenience of reference only and are not intended to define,
      limit or affect the interpretation or construction of any term or
      provision hereof.


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<PAGE>

16.   Counterparts. This Release may be executed in multiple copies, each of
      which shall be deemed an original, but all of which shall constitute one
      Agreement binding on all parties.

17.   Facsimile Signatures. In order to expedite the Merger contemplated herein,
      telecopied signatures may be used in place of original signatures on this
      Release. All parties hereto intend to be bound by the signatures on the
      telecopied document, are aware that other parties will rely on the
      telecopied signatures, and hereby waive any and all defenses to the
      enforcement of the terms of this Release based on the form of signature.

18.   Governing Law. This Release shall be governed, construed and enforced in
      accordance with the laws of the State of Mississippi.

19.   Effective Date. The terms and provisions of this Release shall be
      effective upon Closing of the Transaction contemplated by the Merger
      Agreement.

      IN WITNESS WHEREOF, each Officer and Director set forth below has executed
this Release as of the Effective Date.

DIRECTORS:                              OFFICERS:


___________________________________     ________________________________________
Wade Spooner                            Wade Spooner, President and CEO


___________________________________     ________________________________________
Ted Parsons                             Ted Parsons, Executive Vice President
                                        and Chief Marketing Officer

___________________________________     ________________________________________
                                        Lisa Dunn, Secretary/Treasurer

                                        ________________________________________
                                        Ted Carter, Vice President,
                                        Internal Operations

                                        ________________________________________
                                        Kent Turner, Director-Network Facilities

                                        ________________________________________
                                        Bill Moore, Director-Information
                                        Technologies


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