ex10102.htm


    Exhibit
      102

    PROMISSORY
      NOTE


    


    May
      31, 2007


    $414,996.00 


    
 

    FOR
      VALUE RECEIVED, Xfone USA,
      Inc. ("Debtor"),
      promises to pay to the
      order of Embarq
      Logistics, Inc.
      ("Embarq") by wire transfer at Citibank, 388 Greenwich
      St., New York,
      NY 10013, ABA# 021 000 089, Account # 0000-1345,
      or at such other place as Embarq
      designates in writing from time to time, the principal sum of FOUR HUNDRED
      FOURTEEN THOUSAND
      NINE HUNDRED NINTY-SIX AND 00/100 DOLLARS ($414,996.00).  The
      principal is payable
      in 6 consecutive monthly
      installments of $69,166.00
      each, beginning on June 30, 2007 and on the 30th
      of each month
      until fully paid on November 30, 2007.

     

        Debtor
      must
      remit all payments owing under this Note in U.S. Dollars so that Embarq may
      immediately apply these funds for the credit of Debtor on or before the date
      that the payment or payments is or are due.

     

        Debtor
      may
      prepay this Note at any time and from time to time, in whole or in part, without
      premium or penalty.  Prepayments will be applied towards the monthly
      installment(s) under this Note as they become due.  If a prepayment is
      insufficient to fully pay a monthly installment, Embarq will advise Debtor
      and
      Debtor will pay the difference on or before the monthly installment due
      date.

     

        If
      Debtor
      defaults on any of its obligations under this Note which is not cured within
      ten
      (10) business days (an “Event of Default”), Embarq may, at its
      option:  (i) have all principal then outstanding or owing bear
      interest at a rate of 18% per year as long as the Event of Default continues;
      and/or (ii) declare all sums outstanding or owing, including interest,
      immediately due and payable without presentment, demand or notice of any kind,
      all of which, to the extent permitted by applicable law, are expressly waived
      by
      Debtor.

     

        If
      Embarq
      engages an attorney because of an Event of Default under this Note, or to
      enforce or defend any provision of this Note, Debtor will pay upon demand,
      to
      the extent permitted or not prohibited by applicable law, all reasonable outside
      attorneys' fees and costs so incurred by Embarq.

     

        No
      waiver of
      any breach, Event of Default or failure of condition under the terms of this
      Note will be implied from Embarq’s failure to take, or any delay by Embarq in
      taking, action with respect to any breach, Event of Default or failure of
      condition, or from any previous waiver of any similar or unrelated breach,
      Event
      of Default or failure of condition.  A waiver of any term of this Note
      must be made in writing and will be limited to the express written terms of
      the
      waiver.

     

        If
      any
      provision of this Note is contrary to, prohibited by or deemed invalid under
      applicable laws or regulations, the provision will be inapplicable and deemed
      omitted to the extent so contrary, prohibited or invalid, but the remainder
      of
      the Note will not be invalidated and will be given effect so far as
      possible.  If any provision of this Note is contrary to, prohibited by
      or deemed invalid under the applicable laws or regulations of any jurisdiction,
      the provision will not be rendered invalid in any other
      jurisdiction.

     

        Debtor’s
      obligations and Embarq’s rights, powers and remedies expressed in this Note are
      in addition to and not in limitation of those provided by law or in any written
      agreement or instrument (other than this Note) relating to Debtor’s indebtedness
      to Embarq or the security for that indebtedness.

    


    Debtor
      waives presentment; demand; notice of dishonor; notice of protest and
      nonpayment; notice of default interest and late charges; notice of intent to
      accelerate; notice of acceleration; and diligence in taking any action to
      collect any sums owing under this Note or in proceeding against any of the
      rights and interests in and to properties securing payment of this
      Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

        Time
      is of
      the essence with respect to this Note’s provisions.

     

        This
      Note
      will be construed and enforced in accordance with the laws of the State of
      Kansas, without regard to its principles of conflicts of law.

     

        DEBTOR
      AND
      EMBARQ AGREE THAT ANY ACTION OR PROCEEDING TO ENFORCE, OR ARISING OUT OF, THIS
      NOTE MAY BE COMMENCED IN ANY STATE COURT LOCATED IN JOHNSON COUNTY, KANSAS,
      OR
      IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS LOCATED IN KANSAS
      CITY, KANSAS.   TO THE EXTENT PERMITTED BY APPLICABLE LAW, DEBTOR
      WAIVES PERSONAL SERVICE OF PROCESS AND AGREES THAT A SUMMONS AND COMPLAINT
      BEGINNING AN ACTION OR PROCEEDING IN ANY SUCH COURT WILL BE PROPERLY SERVED
      AND
      CONFER PERSONAL JURISDICTION OVER DEBTOR IF SERVED BY REGISTERED OR CERTIFIED
      MAIL TO DEBTOR AT THE ADDRESS FOR DEBTOR SPECIFICED IN THE
      AGREEMENT.

     

        DEBTOR
      AND
      EMBARQ KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY
      JURY DEBTOR OR EMBARQ MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY,
      IN CONNECTION WITH THIS NOTE, OR THE RELATED TRANSACTIONS.  DEBTOR
      REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF EMBARQ HAS
      REPRESENTED, EXPRESSLY OR OTHERWISE, THAT EMBARQ WILL NOT, IN THE EVENT OF
      LITIGATION, SEEK TO ENFORCE THIS RIGHT TO JURY TRIAL WAIVER.  DEBTOR
      ACKNOWLEDGES THAT EMBARQ HAS BEEN INDUCED TO ACCEPT THIS NOTE BY, AMONG OTHER
      THINGS, THE PROVISIONS OF THIS PARAGRAPH.

    


    This
      Note will be binding on Debtor and
      its successors and assigns, and will inure to the benefit of Embarq and its
      successors and assigns.

    


    The
      party executing this Note on
      Debtor’s behalf represents that he/she is a duly authorized representative of
      Debtor and has the power and authority to execute this Note on Debtor’s
      behalf.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    [SIGNATURE
      ON THE FOLLOWING PAGE.]

    


    IN
      WITNESS WHEREOF, the Debtor has
      caused this Note to be executed by its duly authorized representative as of
      the
      date first set forth above.

     

    
      Xfone
        USA, Inc.

      


      By:
        /S/ Wade Spooner

      Name
        (print):Wade
        Spooner                                                    

      Title:President&
        CEO                                       

      Date:      5/31/2007                                                      

    

     

    STATE
      OF
      ______________           )

    )  ss.

    COUNTY
      OF
      ____________           )

    


    Before
      me, a Notary Public in and for said County and State, personally appeared
      __________________________________, who represented to me that he/she is a
      duly
      authorized representative of Xfone USA, Inc. (“Debtor”), and that he/she
      executed the above Note for and on behalf of Debtor.

    


    


    (Notary
      Public)

    Print
      Name:                                                                           

    Commission
      expiration
      date: