Inter-company Loan Agreement Dated August 15, 2007, BY And Between Auracall Limited, As Lender, And

DATED 15 AUGUST 2007



AURACALL LIMITED (1)

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SWIFTNET LIMITED (2)

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INTER COMPANY LOAN AGREEMENT

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HOWARD KENNEDY

19 Cavendish Square

London W1A 2AW



DX 42748 Oxford Circus North

telephone +44(0)20 7636 1616

fax +44 (0)20 7491 2899

Ref : 007449/00010/H3146099.3





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THIS AGREEMENT is made the 15 August 2007



BETWEEN:



(1) AURACALL LIMITED a company incorporated and registered in England and Wales with company number 04308459 and whose registered office address is c/o Ingle Shamash & Co, 12-13 Conduit Street, London W1S 2XQ, United Kingdom (the " Lender "); and


(2) SWIFTNET LIMITED a company incorporated and registered in England and Wales with company number 02469394 whose registered office is at Britannia House, 960 High Road, London N12 9RY, United Kingdom (the " Borrower ")


WHEREAS



The Lender has agreed to lend the sum of the Loan to the Borrower for the sole purpose of and in connection with the Borrower acquiring the 987 ordinary shares of the Lender held by Dan Kirschner pursuant to the share purchase agreement to be entered into between Dan Kirschner (1), Swiftnet Limited (2) and Xfone, Inc. (3) on the date hereof.



IT IS HEREBY AGREED AS FOLLOWS :



1. The Lender will make available the sum of a3850 ...