X0304 4 2011-12-15 0 0001126216 XFONE INC. XFN 0001509595 Farrar Timothy M 572 SOUTH OAK PARK WAY REDWOOD CITY CA 94062 1 0 0 0 Common Stock Options 1.22 2011-12-15 4 A 0 90000 0 A 2012-01-15 2016-12-15 Common Stock 90000 90000 D Common Stock Options 1.1 2011-12-15 4 A 0 76581 0 A 2011-12-15 2018-12-15 Common Stock 76581 166581 D The options to purchase 90,000 shares of the Issuer's common stock were granted under and subject to the Issuer's 2007 Stock Incentive Plan (the "2007 SIP"). The options vest over 9 months, at the rate of 10,000 options per month, beginning on January 15, 2012. The options expire on December 15, 2016 and have an exercise price of $1.22 per share. The options to purchase 76,581 shares of the Issuer's common stock were granted under and subject to the 2007 SIP. The options are fully vested, expire on December 15, 2018 and have an exercise price of $1.10 per share. /s/ Timothy M. Farrar 2011-12-19