X0303 4 2010-09-20 0 0001126216 XFONE INC. XFN 0001428259 SCHWARZ SHEMER 5 ISRAEL GALILI STREET TEL-AVIV L3 69377 ISRAEL 1 0 0 0 Common Stock Options 1.22 2010-09-20 4 A 0 90000 0 A 2010-10-20 2015-09-20 Common Stock 90000 165000 D The option to purchase 90,000 shares of the Issuer's common stock was granted under and subject to the Issuer's 2007 Stock Incentive Plan. The option vests over 9 months, at the rate of 10,000 shares per month, beginning on October 20, 2010. An option to purchase 75,000 shares of the Issuer's common stock was granted under and subject to the Issuer's 2004 Stock Option Plan. The option is fully vested, expires on November 24, 2010 and has an exercise price of $3.50 per share. /s/ Shemer Schwarz 2010-09-21