ex10103.htm


    Exhibit
      103

    Parent
      Guarantee

    


    This
      Parent Guarantee, dated as of May 31,
      2007, is made by Xfone, Inc. ("Guarantor"), a company incorporated under
      the laws of Nevada, in favor of Embarq Logistics, Inc. (“Embarq").

    


    I.  GUARANTEE

    


    To
      induce
      Embarq to execute the Settlement Agreement and Release of the same date (the
      "Agreement"), and to accept the Promissory Note of the same date from Xfone
      USA,
      Inc., a company incorporated under the laws of Mississippi and a wholly-owned
      subsidiary of Guarantor (respectively,
      the "Note", "Xfone USA"), Guarantor irrevocably and unconditionally guarantees
      to Embarq, its successors, endorsees and assigns, the prompt payment and/or
      performance when due, subject to any applicable grace period, of the Settlement
      Amount (as defined in the Agreement) and/or any other obligation of Xfone USA
      to
      Embarq pursuant to the Agreement and the Note (collectively, the "Obligations")
      and, without limitation, Guarantor undertakes with Embarq that whenever Xfone
      USA fails to pay, perform, or discharge, or is otherwise in default in respect
      of any of the Obligations, Guarantor shall forthwith on demand by Embarq pay,
      perform, and discharge the Obligations and make good any such default as if
      Guarantor instead of Xfone USA was bound by the Obligations
      ("Guarantee").

    


    II.  EXTENSIONS

    


    Guarantor
      agrees that Embarq, or any legitimate holder of the Obligations (subject to
      Section X of this Guarantee) may at any time and from time to time, either
      before or after maturity thereof, without notice to or further consent of
      Guarantor, extend the time of payment and/or performance of, exchange, or
      surrender any collateral for, or renew any of the Obligations and may also
      make
      any agreement with Xfone USA or with any other party to or person liable on
      any
      of the Obligations, or interested therein, for the extension, renewal, payment,
      compromise, discharge or release thereof, in whole or in part, or for any
      modification of the terms thereof, in whole or in part, or of any other
      agreement between Embarq and Xfone USA or any such other party or person,
      without impairing or affecting this Guarantee. Guarantor agrees that Embarq
      may
      seek payment of any of the Obligations from Guarantor, whether or not Embarq
      shall have released the value of any collateral security, or shall have
      proceeded against any other obligor principally or secondarily obligated for
      any
      of the Obligations.

    


    III.  EXPENSES

    


    Guarantor
      agrees to pay on demand all reasonable out-of-pocket expenses (including the
      reasonable fees and expenses of Embarq's counsel) incurred in connection with
      any default, collection, enforcement, or protection of the rights of Embarq
      hereunder, provided that Guarantor shall not be liable for any expenses of
      Embarq if no payment under this Guarantee is due.

    


    IV.     
      SUBROGATION, INDEMNIFICATION, AND REIMBURSEMENT

    


    Guarantor
      will not exercise any rights it may acquire by subrogation, indemnification
      and/or reimbursement that it may have against Xfone USA, until all the
      Obligations to Embarq have been paid in full.  If any amount is paid
      to Guarantor in violation of the preceding sentence, such amount shall be held
      in trust for the benefit of Embarq and shall be paid forthwith to Embarq to
      be
      credited and applied to the Obligations, whether matured or
      not.  Subject to the foregoing, upon payment of all the Obligations,
      Guarantor shall be subrogated to the rights of Embarq against Xfone USA,
      indemnified or reimbursed, and Embarq agrees to take, at Guarantor's expense,
      such steps as Guarantor may reasonably request to implement such subrogation,
      indemnification, or reimbursement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    V.           ABSOLUTE
      AND CONTINUING GUARANTEE

    


    This
      Guarantee is absolute, unconditional, and irrevocable and shall remain in full
      force and effect and be binding upon Guarantor, its successors, and permitted
      assigns until all of the Obligations have been satisfied in full,
      notwithstanding any intermediate settlement of account or payment or any change
      in the constitution or control of, or the appointment of a receiver,
      administrative receiver, or administrator of any of Xfone USA's assets,
      insolvency, or any bankruptcy, winding-up, reorganization, amalgamation,
      reconstruction or analogous matter or proceedings relating to Xfone
      USA.  Further, this Guarantee shall not be affected by any other
      circumstance affecting Xfone USA's ability to meet its liabilities, or any
      other
      matter or thing whatsoever.  Embarq shall not be obligated to file any
      claim relating to the Obligations if Xfone USA becomes subject to a bankruptcy,
      reorganization, or similar proceeding, and the failure of Embarq to so file
      shall not affect this Guarantee.  If any payment of Xfone USA on
      account of any Obligation is rescinded or must otherwise be returned as a result
      of any bankruptcy proceeding, or for any reason whatsoever, Guarantor shall
      remain liable hereunder for such Obligation as if such payment had not been
      made, and Guarantor agrees that Guarantor will indemnify Embarq on demand for
      all reasonable costs and expenses (including, without limitation, fees of
      counsel) incurred by Embarq in connection with such rescission or restoration
      to
      the extent the amount of such payment is guaranteed hereunder.  If any
      present or future Obligations are guaranteed by persons, partnerships, or
      corporations in addition to Guarantor, the death, release, discharge in whole
      or
      in part, or the bankruptcy, liquidation, or dissolution of one or more of them
      shall not discharge or affect the liabilities of Guarantor under this Guarantee.
      This Guarantee is a guarantee of payment and not of collection.

    


    VI.           NO
      WAIVER, CUMULATIVE RIGHTS

    


    No
      failure on the part of Embarq to exercise, and no delay in exercising, any
      right, remedy or power hereunder shall operate as a waiver thereof, nor shall
      any single or partial exercise by Embarq of any right, remedy, or power
      hereunder preclude any other or future exercise of any right, remedy, or
      power.  Each and every right, remedy, and power hereby granted to
      Embarq or allowed it
      by law or other agreement shall be cumulative and not exclusive of any other,
      and may be exercised by Embarq from time to time.

    


    VII.           WAIVER
      OF NOTICE

    


    Guarantor
      waives presentment to, demand
      of payment, diligence, filing of claims with any court, proceeding to enforce
      any provisions of this Guarantee, or to exhaust any security for the performance
      of Xfone USA's Obligations, notice of any sale of collateral security, notice
      of
      dishonor, protest, and all other notices that may otherwise be required by
      law
      from anyone liable for any of the Obligations.  Notwithstanding the
      preceding, Embarq will notify Guarantor of any assignment of this Guaranty
      in
      accordance with Section X hereof; provided, however, that failure to give or
      receive notice of assignment shall not impair any party’s rights or obligations
      under this Guaranty.

    


    VIII.        
      REPRESENTATIONS AND WARRANTIES

    


    Guarantor
      represents and warrants to Embarq the following:

    


    ●      Guarantor
      is duly organized, validity existing, and in good standing under the laws of
      Nevada and has full corporate power to execute, deliver, and perform this
      Guarantee;

    


    ●      The
      execution, delivery, and performance of this Guarantee has been and remains
      duly
      authorized by all necessary corporate action and does not contravene any
      provision of Guarantor's charter or by-laws, as amended to date, or any law,
      regulation, rule, decree, order, judgment, or contractual restriction binding
      on
      Guarantor or its assets;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ●      All
      consents, licenses, clearances, authorizations and approvals of, and
      registrations and declarations with, any governmental authority or regulatory
      body necessary for the due execution, delivery and performance of this Guarantee
      have been obtained and remain in full force and effect, and all conditions
      thereof have been duly complied with, and no other action by, and no notice
      of
      or filing with any governmental  authority or regulatory body is
      required in connection with the execution, delivery, or performance of this
      Guarantee;

    


    ●      This
      Guarantee constitutes the legal, valid, and binding obligation of Guarantor
      enforceable against Guarantor in accordance with its terms, subject, as to
      enforceability to bankruptcy, insolvency, reorganization, moratorium, and other
      laws of general applicability relating to or affecting creditor's rights and
      to
      equitable principles of general application;

    


    ●      This
      Guarantee ranks at least at parity with all its other unsecured
      obligations;

    


    ●      No
      statement made, or other information furnished and delivered, by or on behalf
      of
      Guarantor to Embarq, in any document furnished from time to time by or on behalf
      of Guarantor in connection herewith or therewith contains any untrue statement
      of a material fact or omits to state (as of the date made or furnished) any
      material fact necessary to make the statements herein or therein not misleading
      in light of the circumstances under which they were made.

    


    IX.       PAYMENT

    


    All
      sums
      payable under this Guarantee shall be paid in full without set-off or
      counterclaim and free and clear of and without deduction of or withholding
      for
      or on account of any present or future taxes, duties and/or other
      charges.  If Guarantor is compelled to make any deduction, it shall
      pay additional amounts to ensure receipt by Embarq of the full amount Embarq
      would have received but for the deduction.

    


    X.        ASSIGNMENT

    


    Guarantor
      may not assign its rights, interest or obligations hereunder to any other person
      without the prior written consent of Embarq. Guarantor agrees that the
      Obligations guaranteed hereunder may be exchanged, sold, or surrendered by
      Embarq or any legitimate holder of such Obligations, all without impairing
      or
      affecting in any way the obligations of Guarantor hereunder.

    


    XI.        JURISDICTION,
      CHOICE OF LAW, AND WAIVER OF JURY TRIAL

    


    Guarantor
      agrees, for the benefit of Embarq and without prejudice to the right of Embarq
      to take proceedings before any other court of competent jurisdiction, that
      the
      courts of the state of Kansas, United States of America, more specifically
      the
      courts of Johnson County, Kansas, or a U.S. federal court located within
      Wyandotte County, Kansas, have jurisdiction to settle any disputes in connection
      with this Guarantee.  For this purpose, Guarantor irrevocably submits
      to the jurisdiction of these courts.  This Guarantee shall be governed
      by, and construed in accordance with, the laws of the State of Kansas,
      United States of America, without giving effect to any conflicts of
      laws
      principles thereof which would result in the application of the laws of another
      jurisdiction.

    


    FOR
      PURPOSES OF THIS GUARANTEE AND ANY RELATED DOCUMENT, GUARANTOR AND EMBARQ HEREBY
      KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS ANY MAY HAVE TO A
      TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
      UNDER, OR IN CONNECTION WITH, THIS GUARANTEE OR ANY OTHER RELATED DOCUMENT,
      OR
      ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
      WRITTEN), OR ACTIONS OR OMISSIONS OF ANY PARTY HERETO, OR ANY OTHER PERSON,
      ELATING TO THIS GUARANTEE OR ANY OTHER RELATED DOCUMENT.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    XII.           AMENDMENTS

    


    Any
      provision of this Guarantee may be amended or modified only by an instrument
      in
      writing signed by Guarantor and Embarq, and the provisions of this Guarantee
      may
      be waived only by an instrument in writing signed by Embarq and
      Guarantor.

    


    XIII.        SEVERABILITY

    


    If
      any
      provision of this Guarantee is invalid or unenforceable in any jurisdiction,
      then, to the fullest extent permitted by law: (1) The other provisions hereof
      shall remain in full force and effect in such jurisdiction; (2) Such invalidity
      or unenforceability shall not affect the validity or enforceability of such
      provision in any other jurisdiction; and (3) The parties hereto shall negotiate
      in good faith to substitute therefore a provision in accordance with the spirit
      and purpose of this Guarantee.

    


    XIV.        
      ENGLISH LANGUAGE

    


    All
      documents to be delivered by any party hereto pursuant to the terms hereof
      shall
      be in the English language or, if originally written in another language, shall
      be accompanied by an accurate English translation upon which the other parties
      hereto shall have the right to rely for all purposes under this
      Guarantee.

    


    XV.           NOTICES

    


    All
      notices concerning this Guarantee or demands on Guarantor shall be deemed made
      when received, and shall be in writing and sent by facsimile transmission
      ("fax"), confirmed by registered mail, and addressed as follows:

    


    To
      Guarantor:  Xfone, Inc.

    


    Attn:
      Guy
      Nissenson

    


    Fax:
      601-983-3801

    


    cc    General
      Counsel, Alon Reisser

    


    To
      Embarq:

    


    Attn:
      Brad Clark

    


    Fax:
      (913) 791-7040

    


    cc           
      VP-Commercial Law, Chris Schneider

    


    Each
      party may amend its address for notice by giving notice hereunder to the other
      party.

    


    IN
      WITNESS WHEREOF, this Guarantee has been duly executed and delivered by each
      of
      Guarantor and Embarq as of the date first above written.

     

    
      	 	XFONE,
              INC.   	 
	 	 	 	 
	
              Date:
                05/31/2007

            	
              By:
                

            	/s/ Guy
              Nissenson    	 
	 	 	Name:
              Guy
              Nissenson     	 
	 	 	Title:
              President and
              CEO 	 
	 	 	 	 


    

     

    
      	 	EMBARQ
              LOGISTICS, INC.	 
	 	 	 	 
	
              Date:
                05/31/2007

            	
              By:
                

            	/s/ Brad
              Clark	 
	 	 	Name:
              Brad Clark	 
	 	 	Title: VP,
              Marketing &
              Sales