Services And Business Development Consulting Agreement

Exhibit 10.94



First Amendment to

Financial Services and Business Development Consulting Agreement



This First Amendment to Financial Services and Business Development Consulting Agreement ("First Amendment") is entered into as of February 8, 2007, to be effective as of January 1, 2007, 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 desire to amend Section 2 of the Consulting Agreement pursuant to the recommendations of the Audit Committee of the Client and the resolutions of its Board of Directors dated December 25, 2006, and February 4, 2007.



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 of the Consulting Agreement 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 (a38,000) per month, beginning on January ...