SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

IDT Corporation

(Name of Issuer)

Class B Common Stock, par value $0.01 per share

(Title of Class of Securities)

448947309

(CUSIP Number)

Charles Y. Tanabe, Esq.
Senior Vice President and General Counsel
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, CO  80112
(720) 875-5400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 3, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  448947309
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Liberty Media Corporation 84-1288730
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 13,483,089
			8.	Shared Voting Power See Item 5(b) of this Second Amendment.
			9.	Sole Dispositive Power 13,483,089
			10.	Shared Dispositive Power See Item 5(b) of this Second Amendment.
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,483,089
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ý
	13.	Percent of Class Represented by Amount in Row (11)(1) 24.5%
	14.	Type of Reporting Person (See Instructions) CO

(1)  As of December 10, 2003, the Issuer had outstanding (excluding treasury shares) 22,067,468 shares of Common Stock, par value $0.01 per share (“Common Stock”), 9,816,988 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), and 51,814,470 shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), as reported in its Amendment No. 1 to its Form 10-Q for the fiscal quarter ended October 31, 2003, filed with the Commission on February 10, 2004.  In addition, pursuant to the mergers and share exchange transaction described in Item 3 of this Second Amendment, the Issuer issued an aggregate of 3,222,786 shares of Class B Common Stock.  Each share of Common Stock is entitled to one vote per share, each share of Class A Common Stock is entitled to three votes per share, and each share of Class B Common Stock is entitled to one-tenth of one vote per share.  Accordingly, the Reporting Person’s beneficial ownership has increased from approximately 21.7% to approximately 24.5% of the outstanding Class B Common Stock, from approximately 12.8% to approximately 15.51% of the Issuer’s outstanding common equity, and from approximately 1.8% to approximately 2.36% of the Issuer’s outstanding voting power.

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 2)

Statement of

LIBERTY MEDIA CORPORATION

Pursuant to Section 13(d) of the Securities Exchange Act of 1934

in respect of

IDT Corporation

Liberty Media Corporation, a Delaware corporation (“Liberty” or the “Reporting Person”), originally filed a Statement on Schedule 13D (the “Original Statement”) on June 16, 2000, with respect to the Common Stock, par value $0.01 per share (“Common Stock”), of IDT Corporation, a Delaware corporation (“IDT” or the “Issuer”).  The Reporting Person filed Amendment No. 1 to the Original Statement on November 8, 2001 (the “First Amendment,” and together with the Original Statement, the “Statement”), in which it reported that it had exchanged all of its shares of Common Stock for shares of IDT Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), and had acquired additional shares of Class B Common Stock.  The Reporting Person is filing this Amendment No. 2 to the Statement (“Second Amendment”) to report its acquisition of additional shares of Class B Common Stock.

Item 1.	Security and Issuer
The first sentence of Item I is hereby deleted and replaced with the following:
This Statement relates to the shares of Class B Common Stock of the Issuer beneficially owned by the Reporting Person.
Item 2.	Identity and Background
Item 2 is hereby supplemented and amended to include the following:
The Reporting Person beneficially owns shares of Class B Common Stock directly, and indirectly through the following subsidiaries:  (i) Liberty IDTC, Inc., a Delaware corporation and a majority owned subsidiary (“Liberty IDTC”), (ii) Liberty IDTel, Inc., a Delaware corporation and wholly owned subsidiary (“Liberty IDTel”), (iii) Liberty TP Management, Inc., a Delaware corporation and wholly owned subsidiary (“Liberty TPM”) and (iv) Microwave Holdings, L.L.C., a Delaware limited liability company and wholly owned subsidiary (“Microwave Holdings”).
The Reporting Person is a holding company, which, through its ownership of interests in subsidiaries and affiliates, is primarily engaged in (i) electronic retailing, (ii) international cable television distribution, telephony and programming, and (iii) the production, acquisition and distribution through all available formats and media of branded entertainment, educational and informational programming and software.  In addition, companies in which the Reporting Person owns interests are engaged in, among other things, (i) interactive commerce via the Internet, television and telephone, (ii) domestic cable and satellite broadband distribution services, and (iii) wireless domestic telephony and other technology ventures.  The Reporting Person, through its subsidiaries and affiliated companies, operates in the United States, Europe, South America and Asia.

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Schedule 1 attached to this Statement contains the following information concerning each director, executive officer and controlling person of the Reporting Person: (i) name and residence or business address, (ii) principal occupation or employment; and (iii) the name, principal business and address of any corporation or other organization in which such employment is conducted.  To the knowledge of the Reporting Person, each of the persons named on Schedule 1 (the “Schedule 1 Persons”) is a United States citizen, except for David J.A. Flowers, who is a Canadian citizen.  During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the Schedule 1 Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the Schedule 1 Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented to include the following:
The Reporting Person acquired beneficial ownership of 2,753,674 shares of Class B Common Stock pursuant to the Agreement and Plan of Merger, dated as of February 10, 2004, among Liberty, IDT and certain of their subsidiaries (the “Merger Agreement”).  Pursuant to the Merger Agreement, on March 3, 2004 (the “Closing Date”), three wholly owned subsidiaries of Liberty, each of which subsidiary’s sole assets were shares of the capital stock of a privately held subsidiary of IDT, were merged into a newly formed subsidiary of IDT, in exchange for an aggregate of 2,753,674 shares of Class B Common Stock, which were issued to the stockholders of the three merged subsidiaries, as follows:  676,890 shares were issued to Liberty TPM, 2,030,669 shares were issued to Microwave Holdings, and 46,117 shares were issued to Liberty.
The Reporting Person acquired beneficial ownership of 469,110 shares of Class B Common Stock pursuant to the Stock Exchange Agreement, dated as of February 10, 2004, between Liberty IDTel and IDT (the “Exchange Agreement”).  Pursuant to the Exchange Agreement, on the Closing Date Liberty IDTel exchanged its shares of preferred stock of a privately held subsidiary of IDT for 469,110 shares of Class B Common Stock.
The foregoing description of the Merger Agreement and the Exchange Agreement is qualified in its entirety by reference to the full text of each such document, copies of which are filed as Exhibits to this Second Amendment, and are incorporated herein by reference.
Item 4.	Purpose of Transaction
Item 4 is hereby amended and supplemented to include the following:
On March 3, 2004, the Reporting Person acquired beneficial ownership of an aggregate of 3,222,786 shares of Class B Common Stock for investment purposes pursuant to the Merger Agreement and Exchange Agreement described in Item 3 of this Second Amendment, which description is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
Item 5(a) is hereby deleted and replaced in its entirety with the following:
(a)           As of the date hereof, the Reporting Person beneficially owns 13,483,089 shares of Class B Common Stock.  As of December 10, 2003, the Issuer had outstanding (excluding treasury shares) 22,067,468 shares of Common Stock, 9,816,988 shares of Class A Common Stock, and 51,814,470 shares of Class B Common Stock, as reported in its Amendment No. 1 to its Form 10-Q for the fiscal quarter ended October 31, 2003, filed with the Commission on February 10, 2004.  In addition, pursuant to the Merger Agreement and the Exchange Agreement described in Item 3 of this Second Amendment, the Reporting Person was issued an aggregate of 3,222,786 shares of Class B Common Stock, consisting of 861,135 newly issued shares and 2,361,651 treasury shares of the Issuer.  Each share of Common Stock is entitled to one vote per share, each share of Class A Common Stock is entitled to three votes per share, and each share of Class B Common Stock is entitled to one-tenth of one vote per share.  Accordingly, the Reporting Person’s beneficial ownership has

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increased from approximately 21.7% to approximately 24.5% of the outstanding Class B Common Stock, from approximately 12.8% to approximately 15.51% of the Issuer’s outstanding common equity, and from approximately 1.8% to approximately 2.36% of the Issuer’s outstanding voting power.
The Malone Family Foundation, a charitable foundation of which Dr. John C. Malone, Chairman of the Board of the Reporting Person, is a director, holds 170,000 shares of Common Stock, representing less than 1% of the issued and outstanding shares of Common Stock, and 170,000 shares of Class B Common Stock, representing less than 1% of the issued and outstanding shares of Class B Common Stock, each such percentage calculated according to the information in the preceding paragraph.
Hilltop Investments, Inc., a corporation of which Robert R. Bennett, President, Chief Executive Officer and Director of the Reporting Person, is president, holds 1,000 shares of Class B Common Stock, representing less than 1% of the issued and outstanding shares of Class B Common Stock, calculated according to the information in the first paragraph of this Item 5(a).
Item 5(b) is hereby deleted and replaced in its entirety with the following:
(b) The Reporting Person has the sole power to vote or to direct the voting of and to dispose or direct the disposition of 13,483,089 shares of Class B Common Stock.  Dr. Malone has sole voting and dispositive power over the Common Stock and Class B Common Stock held by the Malone Family Foundation.  Mr. Bennett shares voting and dispositive power over the Class B Common Stock held by Hilltop Investments, Inc. with his spouse.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended and supplemented to include the following:
2004 Registration Rights Agreement
Liberty, Liberty IDTel, Liberty TPM and Microwave Holdings (collectively, the “Stockholders”), and the Issuer are parties to a Registration Rights Agreement, dated as of March 3, 2004 (the “2004 Registration Rights Agreement”).  The 2004 Registration Rights Agreement provides the Stockholders with, among other things, certain rights to require the Issuer to register for resale under the Securities Act of 1933, as amended, up to 3,222,786 shares of Class B Common Stock issued to the Stockholders pursuant to the Merger Agreement and the Exchange Agreement.
Lockup Agreement
The Stockholders and the Issuer are also parties to a letter agreement, dated as of February 10, 2004 (the “Lockup Agreement”), pursuant to which the Stockholders agreed not to offer, sell, contract to sell or otherwise dispose of and transfer title to any of the 3,222,786 shares of Class B Common Stock acquired pursuant to the Merger Agreement or the Exchange Agreement, during the period (the “Lockup Period”) commencing on the Closing Date and ending on the earlier of (i) the 18-month anniversary of the Closing Date or (ii) September 30, 2005, without the prior written consent of the Issuer (which consent shall not be unreasonably withheld), subject to certain exceptions.
Termination Agreement
As described in Item 3 of the Original Statement, the Subscription Agreement, dated as of March 24, 2000, and as thereafter amended, between the Reporting Person and the Issuer entitled the Reporting Person to, in certain circumstances, designate one person (the “Liberty Designee”) for election to the board of directors of the Issuer.  In connection with the Subscription Agreement, the Reporting Person and Howard S. Jonas, a principal stockholder of the Issuer, entered into the Voting Agreement as described in Item 6 of the Original Statement, pursuant to which, among other things, Mr. Jonas agreed to vote his shares of Common Stock and Class A Common Stock in favor of election of the Liberty Designee.  In connection with the Merger Agreement and the Exchange Agreement, the Reporting Person, the Issuer and Mr. Jonas entered into a Termination Agreement, dated as of March 3, 2004 (the “Termination Agreement”), whereby the Reporting

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Person and the Issuer terminated their respective rights and obligations with respect to the Liberty Designee as provided in the Subscription Agreement, and the Reporting Person and Mr. Jonas terminated the Voting Agreement in its entirety.
The foregoing description of the 2004 Registration Rights Agreement, the Lockup Agreement and the Termination Agreement is qualified in its entirety by reference to the full text of each such document, copies of which are filed as Exhibits to this Second Amendment, and are incorporated herein by reference.
Item 7.	Material to Be Filed as Exhibits
Item 7 is hereby amended and supplemented by adding the following:
7(m)        Agreement and Plan of Merger, dated as of February 10, 2004, among Liberty Media Corporation, Liberty IDTC Holdings, Inc., Liberty IDTC Holdings 2, Inc., Liberty IDTC Holdings 3, Inc., and IDT Corporation and IDTI Holdings, LLC
7(n)         Stock Exchange Agreement, dated as of February 10, 2004, between Liberty IDTel, Inc. and IDT Corporation
7(o)         Registration Rights Agreement, dated as of March 3, 2004, among IDT Corporation, Liberty Media Corporation, Liberty IDTel, Inc., Liberty TP Management, Inc. and Microwave Holdings, L.L.C.
7(p)         Lockup Letter Agreement, dated as of February 10, 2004, among IDT Corporation, Liberty Media Corporation, Liberty IDTel, Inc., Liberty TP Management, Inc. and Microwave Holdings, L.L.C.
7(q)         Termination Agreement, dated as of March 3, 2004, among IDT Corporation, Liberty Media Corporation and Howard S. Jonas

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  March 8, 2004
LIBERTY MEDIA CORPORATION
By:	/s/ Charles Y. Tanabe
Name:		Charles Y. Tanabe
Title:		Senior Vice President, General Counsel and Secretary

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Exhibit Index

Exhibit	Description
7(m)	Agreement and Plan of Merger, dated as of February 10, 2004, among Liberty Media Corporation, Liberty IDTC Holdings, Inc., Liberty IDTC Holdings 2, Inc., Liberty IDTC Holdings 3, Inc., and IDT Corporation and IDTI Holdings, LLC
7(n)	Stock Exchange Agreement, dated as of February 10, 2004, between Liberty IDTel, Inc. and IDT Corporation
7(o)	Registration Rights Agreement, dated as of March 3, 2004, among IDT Corporation, Liberty Media Corporation, Liberty IDTel, Inc., Liberty TP Management, Inc. and Microwave Holdings, L.L.C.
7(p)	Lockup Letter Agreement, dated as of February 10, 2004, among IDT Corporation, Liberty Media Corporation, Liberty IDTel, Inc., Liberty TP Management, Inc. and Microwave Holdings, L.L.C.
7(q)	Termination Agreement, dated as of March 3, 2004, among IDT Corporation, Liberty Media Corporation and Howard S. Jonas

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SCHEDULE 1

DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION

The name and present principal occupation of each director and executive officer of the Reporting Person are set forth below.  Unless otherwise noted, the business address for each person listed below is c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112.  All executive officers and directors listed are United States citizens, except for David J.A. Flowers, who is a citizen of Canada.

Name and Business Address (if applicable)	Principal Occupation and Principal Business (if applicable)
John C. Malone	Chairman of the Board and Director of Liberty
Robert R. Bennett	President, Chief Executive Officer and Director of Liberty
Donne F. Fisher 9781 Meridian Blvd., #200 Englewood, Colorado 80112	Director of Liberty; President of Fisher Capital Partners, Ltd.
Paul A. Gould 711 5th Avenue, 8th Floor New York, New York 10022	Director of Liberty; Managing Director of Allen & Company Incorporated
Gary S. Howard	Director of Liberty
David E. Rapley	Director of Liberty
M. LaVoy Robison 1727 Tremont Place Denver, Colorado  80202	Director of Liberty; Executive Director and a Board Member of the Anschutz Foundation
Larry E. Romrell	Director of Liberty
David J.A. Flowers	Senior Vice President and Treasurer of Liberty
Elizabeth M. Markowski	Senior Vice President of Liberty
Albert E. Rosenthaler	Senior Vice President of Liberty
Christopher W. Shean	Senior Vice President and Controller of Liberty
Charles Y. Tanabe	Senior Vice President, General Counsel and Secretary of Liberty

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EX-7.(M)

Exhibit 7(m)

AGREEMENT AND PLAN OF MERGER

dated as of

February 10, 2004

among

LIBERTY IDTC HOLDINGS, INC.,

LIBERTY IDTC HOLDINGS 2, INC.,

and

LIBERTY IDTC HOLDINGS 3, INC.,

as “Seller Subsidiaries”;

LIBERTY MEDIA CORPORATION;

IDT CORPORATION;

and

IDTI HOLDINGS, LLC,

as “IDT Subsidiary”

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated February 10, 2004, by and among Liberty Media Corporation, a Delaware corporation (“Liberty Parent”), Liberty IDTC Holdings, Inc., a Delaware corporation (“Liberty IDTC”), Liberty IDTC Holdings 2, Inc., a Delaware corporation (“Liberty IDTC 2”), Liberty IDTC Holdings 3, Inc., a Delaware corporation (“Liberty IDTC 3,” and together with Liberty IDTC and Liberty IDTC 2, the “Seller Subsidiaries”), IDT Corporation, a Delaware corporation (“IDT Parent”), and IDTI Holdings, LLC, a Delaware limited liability company (“IDT Subsidiary”).

R E C I T A L S:

WHEREAS, the Seller Subsidiaries are direct or indirect wholly owned subsidiaries of Liberty Parent, and IDT Subsidiary is a wholly owned subsidiary of IDT Parent;

WHEREAS, the sole assets of each Seller Subsidiary are shares of capital stock of IDT Investments Inc., a Nevada corporation (“IDTI”);

WHEREAS, IDT Parent desires to acquire each Seller Subsidiary by means of a merger, and Liberty Parent desires to effect such mergers; and

WHEREAS, it is intended that, for federal income tax purposes, each such merger shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW THEREFORE, the parties hereto agree as follows:

ARTICLE 1

THE MERGERS

Section 1.01.  The Mergers.

(a)           At the Effective Time (as hereinafter defined), each Seller Subsidiary shall be merged with and into IDT Subsidiary (each, a “Merger” and collectively, the “Mergers”) in accordance with Section 264 of the General Corporation Law of the State of Delaware (the “DGCL”) and Section 18-209 of the Delaware Limited Liability Company Act (the “DLLCA”) and in accordance with the terms and conditions hereof, whereupon the separate existence of each Seller Subsidiary shall cease in accordance with the DGCL and the DLLCA, and IDT Subsidiary shall be the surviving entity (the “Surviving Entity”) of each Merger in accordance with the DGCL and the DLLCA.

(b)           On the Closing Date (as defined in Section 2.04(a) below), IDT Subsidiary shall file a certificate of merger with the Secretary of State of Delaware and make all other filings or recordings required by the DGCL and the DLLCA in connection with each Merger.  Each Merger shall become effective at such time (the “Effective Time”) as the corresponding

certificate of merger is duly filed with the Secretary of State of Delaware or at such later time as is specified in such certificate of merger.

(c)           From and after the Effective Time of each Merger, the Surviving Entity shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Seller Subsidiary party to such Merger and IDT Subsidiary, all as provided under the DGCL and the DLLCA, and thereafter neither Liberty Parent nor any of its affiliates shall have any right, obligation or liability with respect to any Seller Subsidiary other than as expressly set forth in this Agreement.

Section 1.02.  Conversion of Shares.

(a)           At the Effective Time of the Merger of Liberty IDTC and IDT Subsidiary, by virtue of such Merger and without any action on the part of any of the parties hereto or any holder of any securities or interests of or in Liberty IDTC or IDT Subsidiary, each share of capital stock of Liberty IDTC outstanding immediately prior to such Effective Time shall automatically be converted into the right to receive 46.117 shares of Class B Common Stock, par value $.01 per share, of IDT Parent (“IDT Parent Class B Common Stock”).

(b)           At the Effective Time of the Merger of Liberty IDTC 2 and IDT Subsidiary, by virtue of such Merger and without any action on the part of any of the parties hereto or any holder of any securities or interests of or in Liberty IDTC 2 or IDT Subsidiary, each share of capital stock of Liberty IDTC 2 outstanding immediately prior to such Effective Time shall automatically be converted into the right to receive 2030.669 shares of IDT Parent Class B Common Stock.

(c)           At the Effective Time of the Merger of Liberty IDTC 3 and IDT Subsidiary, by virtue of such Merger and without any action on the part of any of the parties hereto or any holder of any securities or interests of or in Liberty IDTC 3 or IDT Subsidiary, each share of capital stock of Liberty IDTC 3 outstanding immediately prior to such Effective Time shall automatically be converted into the right to receive 676.89 shares of IDT Parent Class B Common Stock.  The shares of IDT Parent Class B Common Stock issuable in the Mergers, as may be adjusted pursuant to Section 1.02(d) hereof, are referred to herein as the “Consideration Shares”.

(d)           In the event of any dividend, distribution, recapitalization, stock split or combination, or similar event with respect to or affecting the IDT Parent Class B Stock after the date hereof and prior to the Effective Time, the foregoing exchange ratios shall be appropriately adjusted.

(e)           At the Effective Time of each Merger, all shares of capital stock of Liberty IDTC, Liberty IDTC 2 and Liberty IDTC 3, as applicable, that have been converted into the right to receive shares of IDT Parent Class B Common Stock shall be automatically canceled and shall cease to exist, and the holders of the capital stock of Liberty IDTC, Liberty IDTC 2 and Liberty IDTC 3 shall cease to have any rights with respect to such shares, other than the right to receive certificates representing the applicable Consideration Shares upon surrender to the Surviving

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Entity of the relevant instrument representing the shares of capital stock of Liberty IDTC, Liberty IDTC 2 and Liberty IDTC 3, as applicable.

(f)            If any certificate representing Consideration Shares is to be issued in a name other than that in which the surrendered certificate theretofore representing capital stock of a Seller Subsidiary is registered, it shall be a condition to such issuance that the certificate so surrendered be properly endorsed or otherwise in proper form for transfer.

(g)           Upon consummation of the Mergers, each warrant, option or other right to acquire any securities of any Seller Subsidiary, if any, outstanding immediately prior to the Effective Time of the applicable Merger shall be automatically canceled and shall cease to exist, and no Consideration Shares or other consideration shall be paid in exchange for the cancellation of such warrant, option or other right.

Section 1.03.  No Fractional Shares.  No certificates or scrip representing fractional shares of IDT Parent Class B Common Stock shall be issued as a result of any conversion provided for in Section 1.02.  In lieu of the issuance of fractional shares, in the event a holder of Seller Subsidiary capital stock would be entitled to receive any fraction of a share of IDT Parent Class B Common Stock pursuant to Section 1.02, such fraction shall be rounded up to the nearest whole number, so that such holder will receive a whole number of shares of IDT Parent Class B Common Stock; provided, however, that if more than one certificate representing shares of any Seller Subsidiary capital stock shall be surrendered for the account of the same holder, the number of shares of IDT Parent Class B Common Stock for which certificates have been surrendered shall be computed on the basis of the aggregate number of shares represented by the certificates so surrendered.

Section 1.04.  Stock Transfer Books; Extinction of Stockholder Rights.  At the Effective Time, the stock transfer books of the Seller Subsidiaries shall be closed with respect to the shares of capital stock of the Seller Subsidiaries outstanding immediately prior to the Effective Time.  All Consideration Shares issued upon surrender of a certificate representing shares of capital stock of any Seller Subsidiary in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to that certificate and the shares of Seller Subsidiary capital stock represented thereby, and there shall be no further registration of transfers on the stock transfer books of any Seller Subsidiary of shares of capital stock of such Seller Subsidiary outstanding immediately prior to the Effective Time.

Section 1.05.  Tax Effect.  The parties intend that each of the Mergers shall qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code and that this Agreement shall be and hereby is adopted as a plan of reorganization for purposes of Section 368 of the Code and the Treasury Regulations (as defined in Section 7.01) thereunder.

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ARTICLE 2

THE SURVIVING ENTITY; CLOSING

Section 2.01.  Certificate of Formation.  The certificate of formation of IDT Subsidiary in effect at the Effective Time of each Merger shall be the certificate of formation of the Surviving Entity, until amended in accordance with the DLLCA.

Section 2.02.  Limited Liability Company Agreement.  The limited liability company agreement of IDT Subsidiary in effect immediately prior to the Effective Time of each Merger shall be the limited liability company agreement of the Surviving Entity, until amended in accordance with DLLCA.

Section 2.03.  Officers.  From and after the Effective Time of each Merger, the officers of IDT Subsidiary, if any, immediately prior to such Effective Time shall be the officers of the Surviving Entity, each to hold office in accordance with the limited liability company agreement of the Surviving Entity until his or her successor is designated in accordance with the limited liability company agreement.

Section 2.04.  Closing.

(a)           Time and Place.  The consummation of the Mergers and the issuance and delivery of the Consideration Shares by IDT Parent to the stockholders of the Seller Subsidiaries (the “Closing”) will take place at the offices of Baker Botts L.L.P., 30 Rockefeller Plaza, New York, New York, at 10:00 a.m. on the Business Day that is three (3) Business Days after the date on which the conditions set forth in Article 3 have been fulfilled or, where permissible, waived, or at such other time and place as IDT Parent and Liberty Parent may agree orally or in writing (the “Closing Date”).  For purposes of this Agreement, “Business Day” means a day other than a Saturday, Sunday or day on which banks in the City of New York are authorized to close.

(b)           Deliveries.  At the Closing:

(i)            Liberty Parent shall deliver to IDT Parent (i) a certificate from Liberty Parent, dated the Closing Date, executed by an executive officer of Liberty Parent stating that, to the best knowledge of such executive officer, the representations and warranties of Liberty Parent set forth in Article 4 and Article 7 of this Agreement are, if specifically qualified by materiality, true and correct and, if not so qualified, true and correct in all material respects, in each case as of the Closing Date, except to the extent such representations and warranties are expressly made as of only an earlier date, (ii) a certificate of the secretary of Liberty Parent, dated the Closing Date, certifying that all necessary corporate action required to be taken by Liberty Parent, each Seller Subsidiary and the stockholders of each Seller Subsidiary in connection with the execution, delivery and performance of this Agreement and the consummation of the Mergers has been taken, (iii) a certificate of good standing of each Seller Subsidiary from the Delaware Secretary of State, each as of a date not more than 3 days prior to the Closing Date and (iv) the certificate described in Section 3.03 hereof.

(ii)           IDT Parent and IDT Subsidiary shall deliver to Liberty Parent (i) a certificate from IDT Parent or IDT Subsidiary, as the case may be, dated the Closing Date, executed by an

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executive officer of IDT Parent and the member or an officer of IDT Subsidiary, as applicable, stating that, to the best knowledge of such person, the representations and warranties of IDT Parent or IDT Subsidiary, as the case may be, set forth in Article 5 and Article 7 of this Agreement are, if specifically qualified by materiality, true and correct and, if not so qualified, true and correct in all material respects, in each case as of the Closing Date, except to the extent such representations and warranties are expressly made as of only an earlier date, (ii) a certificate of the secretary of each of IDT Parent and IDT Subsidiary, dated the Closing Date, certifying that all necessary corporate or limited liability company action required to be taken in connection with the execution, delivery and performance of this Agreement and the Registration Rights Agreement and the consummation of the Mergers has been taken, (iii) a certificate of good standing of IDT Parent and IDT Subsidiary from the Delaware Secretary of State, each as of a date not more than 3 days prior to the Closing Date and (iv) the certificates described in Section 3.02 hereof.

(iii)          IDT Parent shall deliver to Liberty Parent duly executed stock certificates representing the Consideration Shares, executed in proper form and registered in the following names and denominations (subject to Section 1.02(d)):

Name	Denomination
Liberty Media Corporation	46,117
Microwave Holdings, L.L.C.	2,030,669
Liberty TP Management, Inc.	676,890

(iv)          IDT Parent and Liberty Parent, Microwave Holdings, L.L.C., Liberty TP Management, Inc. and Liberty IDTel, Inc. shall execute and exchange a Registration Rights Agreement, in the form attached hereto as Annex A (the “Registration Rights Agreement”).

ARTICLE 3

CONDITIONS TO CLOSING

Section 3.01.  Conditions to Each Party’s Obligation to Effect the Mergers.  The respective obligations of each party to consummate the Mergers are subject to and conditioned on the satisfaction (or, to the extent permitted by applicable law, waiver) prior to or at the Closing, of each of the following conditions;

(a)           Receipt of IDT Parent Board Approval.  This Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby shall have been approved by the board of directors of IDT Parent (“IDT Board Approval”) in compliance with the applicable requirements of the DGCL.

(b)           Receipt of LLC Approvals.  This Agreement and the transactions contemplated hereby (including without limitation the Mergers) shall have been approved by IDT Parent as the sole member of IDT Subsidiary in compliance with the applicable requirements of the DLLCA (“Required LLC Approvals”).

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(c)           No Material Adverse Effect.  Since the date of this Agreement, there shall have been no event, occurrence or circumstance which has had, or would reasonably be expected to have, a Material Adverse Effect.

(d)           No Restraints.  No provision of Applicable Law (as defined in Section 4.05), injunction, order or decree of any Governmental Entity (as defined in Section 4.05) shall be in effect which has the effect of making the Mergers or any of the other transactions contemplated hereby illegal or shall otherwise restrain or prohibit the consummation thereof.

Section 3.02.  Conditions of Liberty Parent and Seller Subsidiaries to Effect the Mergers.  The respective obligations of Liberty Parent and the Seller Subsidiaries, or any of them, to consummate the Mergers are subject to and conditioned upon the satisfaction (or, to the extent permitted by applicable law, waiver by Liberty Parent) prior to or at the Closing, of each of the following conditions:

(a)           Representations and Warranties; Covenants.  The representations and warranties of IDT Parent and IDT Subsidiary contained in Article 5 and Article 7 of this Agreement shall, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects, in each case as of the Closing Date, except to the extent such representations and warranties are expressly made as of only an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and all covenants and agreements of each of IDT Parent and IDT Subsidiary contained in this Agreement to be performed on or prior to the Closing Date shall have been performed or complied with, as applicable, in all material respects on or prior to the Closing Date.

(b)           Registration Rights Agreement.  IDT Parent and Liberty Parent, Microwave Holdings, L.L.C., Liberty TP Management, Inc. and Liberty IDTel, Inc. shall have executed and exchanged the Registration Rights Agreement.

(c)           NYSE Listing.  The Consideration Shares issuable in the Mergers shall have been authorized for listing on the NYSE, subject only to official notice of issuance.

(d)           Termination of Board Designee and Voting Arrangement.  IDT Parent, Howard S. Jonas and Liberty Parent shall have executed and exchanged a termination agreement, in such form as is reasonably acceptable to Liberty Parent, pursuant to which (i) the rights of Liberty Parent and its affiliates to designate one member of the board of directors of IDT Parent pursuant to Section 4.2 of that certain Subscription Agreement between IDT Parent and Liberty Parent, dated as of March 24, 2000 (the “Subscription Agreement”), shall be terminated and (ii) the voting agreement between Liberty Parent and Howard S. Jonas, entered into pursuant to Section 1.2(d) of the Subscription Agreement, shall be terminated.

(e)           Compliance Certificate.  Liberty Parent shall have received (i) a certificate from each of IDT Parent and IDT Subsidiary, dated as of the Closing Date, executed by an executive officer of IDT Parent and by the member or an officer of IDT Subsidiary, as applicable, stating that, to the best knowledge of each, the conditions set forth in Section 3.01 and this Section 3.02 have been satisfied.

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Section 3.03.  Conditions of IDT Parent and IDT Subsidiary to Effect the Mergers.  The respective obligations of IDT Parent and IDT Subsidiary to consummate the Mergers are subject to and conditioned upon the satisfaction (or, to the extent permitted by applicable law, waiver by IDT Parent) prior to or at the Closing, of the following conditions:

(a)           Representations and Warranties; Covenants.  The representations and warranties of Liberty Parent contained in this Agreement shall, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects, in each case as of the Closing Date, except to the extent such representations and warranties are expressly made as of only an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and all covenants and agreements of Liberty Parent and the Seller Subsidiaries contained in this Agreement to be performed on or prior to the Closing Date shall have been performed or complied with, as applicable, in all material respects on or prior to the Closing Date.

(b)           Compliance Certificate.  IDT Parent shall have received a certificate from Liberty Parent, dated as of the Closing Date, executed by an executive officer of Liberty Parent stating that, to the best knowledge of such executive officer, the condition set forth in this Section 3.03 has been satisfied.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF LIBERTY PARENT

Liberty Parent represents and warrants to IDT Parent and IDT Subsidiary that:

Section 4.01.  Organization, Good Standing and Qualification.  Liberty Parent and each Seller Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as currently conducted.  No Seller Subsidiary is required to be qualified to do business as a foreign corporation in any jurisdiction.

Section 4.02.  Capitalization; No Liens.

(a)           The authorized capital stock of Liberty IDTC consists solely of 10,000 shares of common stock, par value $.01 per share (the “Liberty IDTC Common Stock”), 1,000 shares of which are issued and outstanding.  The authorized capital stock of Liberty IDTC 2 consists solely of 10,000 shares of common stock, par value $.01 per share (the “Liberty IDTC 2 Common Stock”), 1,000 shares of which are issued and outstanding.  The authorized capital stock of Liberty IDTC 3 consists solely of 10,000 shares of common stock, par value $.01 per share (the “Liberty IDTC 3 Common Stock”, and together with the Liberty IDTC Common Stock and the Liberty IDTC 2 Common Stock, the “Seller Subsidiaries Stock”), 1,000 shares of which are issued and outstanding.  Liberty Parent owns all of the issued and outstanding shares of Liberty IDTC, and wholly-owned subsidiaries of Liberty Parent own all of the issued and outstanding shares of Liberty IDTC 2 and Liberty IDTC 3.

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(b)           As of the date of this Agreement, there are (i) no outstanding options, warrants, agreements, conversion rights, exchange rights, preemptive rights or other rights (whether contingent or not) to subscribe for, purchase or acquire any issued or unissued shares of capital stock of any of the Seller Subsidiaries, (ii) no authorized or outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any of the Seller Subsidiaries, (iii) no rights, contracts, commitments or arrangements (contingent or otherwise) obligating any Seller Subsidiary to either (A) redeem, purchase or otherwise acquire, or offer to purchase, redeem or otherwise acquire, any outstanding shares of, or any outstanding warrants or rights of any kind to acquire any shares of, or any outstanding securities that are convertible into or exchangeable for any shares of, capital stock of such Seller Subsidiary, or (B) pay any dividend or make any distribution in respect of any shares of, or any outstanding securities that are convertible or exchangeable for any shares of, capital stock of such Seller Subsidiary, (iv) no agreements or arrangements under which any Seller Subsidiary is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (v) no restrictions upon, or Contracts or understandings of any Seller Subsidiary, or to the knowledge of Liberty Parent and each Seller Subsidiary, Contracts or understandings of any other person, with respect to, the voting or transfer of any shares of capital stock of such Seller Subsidiary.  No party has any right of first refusal, right of first offer, right of co-sale or other similar right regarding the securities of any Seller Subsidiary.  For purposes of this Agreement, “Contract” means any written or oral agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation.

(c)           Liberty Parent has delivered to IDT Parent true and complete copies of the Certificate of Incorporation of each Seller Subsidiary, as amended to date, and Bylaws of each Seller Subsidiary, as in effect on the date hereof.

(d)           All outstanding shares of the Seller Subsidiaries Stock have been duly authorized and validly issued and are fully paid and nonassessable and are owned free and clear of any mortgage, pledge, lien, security interest, purchase option, call, claim, restriction on transfer, voting restriction, charge or encumbrance of any kind (each, a “Lien”).

Section 4.03.  Assets Of Seller Subsidiaries.  Liberty IDTC is the record owner of 1,117 shares of Class A common stock, par value $.01 per share, of IDTI (“Class A IDTI Common Stock”).Liberty IDTC 2 is the record owner of 7,500 shares of Class B common stock, par value $.01 per share, of IDTI (“Class B IDTI Common Stock”) and 30,000 shares of Series A convertible preferred stock, par value $0.01 per share of IDTI (“Series A IDTI Preferred Stock”).  Liberty IDTC 3 is the record owner of 2,500 shares of Class B IDTI Common Stock and 10,000 shares of Series A IDTI Preferred Stock.  The Seller Subsidiaries own the foregoing shares of IDTI capital stock (collectively, the “IDTI Shares”) free and clear of any Lien.  Other than the IDTI Shares, no Seller Subsidiary owns any other asset, and except for Taxes (as defined in Article 7 hereof) and its obligations under this Agreement, no Seller Subsidiary has any liabilities.  No Seller Subsidiary is a party to any Contract other than this Agreement.  No Seller Subsidiary has any employees or conducts any business other than holding shares of capital stock of IDTI.

Section 4.04.  Corporate Authority.  Liberty Parent and each Seller Subsidiary has all requisite corporate power and authority necessary in order to execute, deliver and perform its

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obligations under this Agreement, and to consummate the transactions contemplated hereby.  Liberty Parent has all requisite corporate power and authority necessary to execute, deliver and perform its obligations under the Registration Rights Agreement.  This Agreement, the Registration Rights Agreement and the Mergers have been approved by the board of directors of Liberty Parent, and the board of directors and stockholders of each Seller Subsidiary have approved this Agreement and the Merger to which such Seller Subsidiary is a party, and the foregoing represent all corporate action necessary on the part of Liberty Parent and each of the Seller Subsidiaries for the execution, delivery and performance by them of this Agreement, and with respect to Liberty Parent, the Registration Rights Agreement.  Liberty Parent and each Seller Subsidiary have duly executed and delivered this Agreement.  This Agreement is a valid and binding agreement of Liberty Parent and each Seller Subsidiary, enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general equity principles.

Section 4.05.  No Violation; Consents.

(a)           The execution, delivery and performance of this Agreement by Liberty Parent and each Seller Subsidiary do not contravene any Applicable Law (as defined below), except for any such contravention that would not, individually or in the aggregate, reasonably be expected (i) as to Liberty Parent, to have a material adverse effect upon the business, assets (including intangible assets), financial condition, prospects or results of operations of Liberty Parent and its subsidiaries, taken as a whole, (ii) as to any Seller Subsidiary, to have a material adverse effect on its assets or (iii) as to Liberty Parent and each Seller Subsidiary, to prevent or materially burden or materially impair its ability to perform its obligations hereunder.  The execution, delivery and performance of this Agreement by each Seller Subsidiary (x) will not violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under any Contract to which such Seller Subsidiary is a party or by which its assets is subject and (y) will not conflict with or violate any provision of the Certificate of Incorporation or Bylaws of such Seller Subsidiary, as in effect on the date hereof.

(b)           Except for filings required to be made by Liberty Parent under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the Closing Date, no consent, authorization or order of, or filing or registration with, any Governmental Entity or other person is required to be obtained or made by Liberty Parent or any Seller Subsidiary for the execution and delivery of this Agreement or the consummation by the Liberty Parent and the Seller Subsidiaries of the transactions contemplated hereby, except where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, would not, individually or in the aggregate, reasonably be expected (i) as to Liberty Parent, to have a material adverse effect upon the business, assets (including intangible assets), financial condition, prospects or results of operations of Liberty Parent and its subsidiaries, taken as a whole, (ii) as to the Seller Subsidiaries, to have a material adverse effect on their assets or (iii) as to Liberty Parent and each Seller Subsidiary, to prevent or materially burden or materially impair its ability to perform its obligations hereunder.  The term “Applicable Law” for purposes of this Agreement means (x) any foreign, United States federal, state or local law, statute, rule, regulation, order, writ, injunction, judgment, decree or permit of any Governmental Entity (as hereinafter defined) and

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(y) any rule or listing requirement of the New York Stock Exchange, Inc. (the “NYSE”).  The term “Governmental Entity” for purposes of this Agreement means any governmental or regulatory authority, agency, commission, body or other governmental entity or court.

(c)           Liberty Parent has obtained all necessary approvals required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to consummate the transactions contemplated by this Agreement.

Section 4.06.  Litigation.  There are not any (a) outstanding judgments against or affecting Liberty Parent or any of the Seller Subsidiaries, or (b) proceedings pending or, to the knowledge of Liberty Parent, threatened against or affecting Liberty Parent or any of the Seller Subsidiaries that, with respect to Liberty Parent, (i) in any manner challenge or seek to prevent, enjoin, alter or materially delay the Mergers or (ii) if resolved adversely to Liberty Parent or any of the Seller Subsidiaries, would have, individually or in the aggregate, a material adverse effect on the assets of the Seller Subsidiaries.

Section 4.07.  Unregistered Consideration Shares.  Liberty Parent and each subsidiary of Liberty Parent that is a stockholder of any Seller Subsidiary is aware that the Consideration Shares have not been registered under the Securities Act, that the issuance of the Consideration Shares pursuant to the Mergers is intended to be exempt from registration under the Securities Act and the rules promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and that the Consideration Shares cannot be offered, sold, assigned, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from such registration is available.  Liberty Parent and each subsidiary of Liberty Parent that is a stockholder of any Seller Subsidiary is also aware that sales or transfers of the Consideration Shares are further restricted by state securities laws and that the certificates for the Consideration Shares will bear the legend referred to in Section 6.05.

Section 4.08.  Suitability of Investment.  Liberty Parent, on behalf of itself and each of its subsidiaries that is a stockholder of any Seller Subsidiary, further represents and warrants that each of Liberty Parent and each such subsidiary:

(a)           is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities Act as presently in effect and is acquiring the Consideration Shares for its own account, or for the account of one or more of its subsidiaries, for investment purposes only and not with a view to the resale or distribution thereof.

(b)           will not, directly or indirectly, offer, sell, transfer, assign, exchange or otherwise dispose of all or any part of the Consideration Shares, except in accordance with applicable federal and state securities laws, to the extent applicable, and the provisions of the Registration Rights Agreement.

(c)           has such knowledge and experience in financial, business and tax matters that it is capable of evaluating the merits and risks relating to investment in the Consideration Shares and making an investment decision with respect to IDT Parent.

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(d)           has been given the opportunity to obtain information and documents relating to IDT Parent and to ask questions of and receive answers from representatives of IDT Parent concerning IDT Parent and the investment in Consideration Shares.

(e)           has such knowledge and experience in financial or business matters that it can, and it has, adequately analyzed the risks of an investment in the Consideration Shares and it has determined the Consideration Shares are a suitable investment for Liberty Parent and that Liberty Parent is able at this time, and in the foreseeable future, to bear the economic risk of a total loss of its investment in the Consideration Shares.

(f)            is aware that there are substantial risks incident to an investment in the Consideration Shares.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF
IDT PARENT AND IDT SUBSIDIARY

IDT Parent and IDT Subsidiary jointly and severally represent and warrant to Liberty Parent and each Seller Subsidiary that:

Section 5.01.  Organization, Good Standing and Qualification.  IDT Parent is a corporation and IDT Subsidiary is a limited liability company, and each of IDT Parent and IDT Subsidiary is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as currently conducted.  IDT Parent is the sole member of IDT Subsidiary.  Each of IDT Parent and IDT Subsidiary is qualified to do business and is in good standing as a foreign corporation or limited liability company in each jurisdiction where the ownership, lease or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, when taken together with all other such failure, is not reasonably likely to have a Material Adverse Effect.  For purposes of this Agreement, “Material Adverse Effect” means a material adverse effect on the financial condition, prospects, properties, assets, business or results of operations of IDT Parent and its subsidiaries taken as a whole; provided, however, that any such effect resulting from any change that affects companies in the telecommunications, Internet or Internet telephony industries generally shall not be considered to be a Material Adverse Effect.

Section 5.02.  Capitalization; No Liens.

(a)           The authorized capital stock of IDT Parent consists solely of (i) 100,000,000 shares of common stock, par value $.01 per share, of which 21,009,468 shares are issued and outstanding and 4,065,392 shares are held in treasury, (ii) 35,000,000 shares of Class A common stock, par value $.01 per share, of which 9,816,988 shares are issued and outstanding and none are held in treasury, (iii) 100,000,000 shares of Class B common stock, par value $.01 per share, of which 56,156,843 shares are issued and outstanding and 4,870,898 shares are held in treasury,

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and 10,000,000 shares of preferred stock, par value $.01 per share, none of which are issued and outstanding and none are held in treasury.

(b)           Equity Rights and Other Equity-Related Agreements.

(i)            Except as set forth on Schedule 5.02(b)(i) or as specifically disclosed in the Current IDT Reports (as defined below), there are no:

(1)   outstanding options, warrants, agreements, conversion rights, exchange rights, preemptive rights or other rights (whether contingent or not) (collectively, “Equity Rights”) to subscribe for, purchase or acquire any issued or unissued shares of capital stock of IDT Parent or any Significant Subsidiary (as defined below);

(2)   authorized or outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to IDT Parent or any Significant Subsidiary  (collectively, “Equity-Based Awards”); or

(3)   securities or instruments containing antidilution or similar provisions that will be triggered by the consummation of the Mergers (collectively, “Antidilution Rights”);

provided, however, that the representations and warranties of IDT Parent and IDT Subsidiary set forth in this Section 5.02(b)(i) shall not be breached by the existence of any Equity Rights, Equity-Based Awards or Antidilution Rights, the existence of which would otherwise constitute a breach of this Section 5.02(b)(i) (collectively, “Undisclosed Rights”), if the exercise of all such Undisclosed Rights as of immediately prior to the Effective Time (whether or not then immediately exercisable) could not, in the aggregate, result in (x) the issuance of capital stock (or payment of other consideration based on the value of capital stock) representing more than 3% (by value or voting power) of the capital stock of IDT Parent then outstanding, or (y) the issuance of capital stock (or payment of other consideration based on the value of capital stock) representing more than 1% (by value or voting power) of the capital stock of any Significant Subsidiary then outstanding.

(ii)           Except as set forth on Schedule 5.02(b)(ii) or as specifically disclosed in the Current IDT Reports, there are no:

(1)   rights, contracts, commitments or arrangements (contingent or otherwise) obligating IDT Parent or any Significant Subsidiary to either (x) redeem, purchase or otherwise acquire, or offer to purchase, redeem or otherwise acquire, any outstanding shares of, or any outstanding warrants or rights of any kind to acquire any shares of, or any outstanding securities that are convertible into or exchangeable for any shares of, capital stock of IDT Parent or any

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Significant Subsidiary, or (y) pay any dividend or make any distribution in respect of any shares of, or any outstanding securities that are convertible or exchangeable for any shares of, capital stock of IDT Parent or any Significant Subsidiary;

(2)   agreements or arrangements under which IDT Parent or any Significant Subsidiary is obligated to register the sale of any of its securities under the Securities Act;

(3)   restrictions upon, or Contracts or understandings of IDT Parent or any Significant Subsidiary, or to the knowledge of IDT Parent, Contracts or understandings of any other person, with respect to the voting or transfer of any shares of capital stock of IDT Parent or any Significant Subsidiary;

(4)   provisions of the Certificate of Incorporation or Bylaws of IDT Parent as currently in effect, and no agreement to which IDT Parent or any subsidiary of IDT Parent is a party or by which IDT Parent or any subsidiary of IDT Parent is bound, that would (x) require the vote of the holders of more than a majority of the voting power of the shares of IDT Parent’s issued and outstanding Common Stock, Class A Common Stock and Class B Common Stock, voting together as a single class, to take or prevent any corporate action, other than those matters requiring a class vote under the DGCL, or (y) entitle any party to nominate or elect any director of IDT Parent or require any of IDT Parent’s stockholders to vote for any such nominee or other person as a director of IDT Parent; or

(5)   rights of first refusal, rights of first offer, rights of co-sale or other similar rights regarding the securities of IDT Parent.

(iii)          For purposes of this Agreement:  (A) the term “Current IDT Reports” means the report of IDT Parent on Form 10-K, as filed with the Securities and Exchange Commission (“SEC”) on October 29, 2003, as amended, and any reports of IDT Parent on Form 10-Q and Form 8-K as filed with the SEC from the period commencing October 30, 2003 and ending on the date of this Agreement; (B) the term “person” means any individual, partnership, corporation, limited liability company, joint venture, association, joint-stock company trust, unincorporated organization, government or agency or political subdivision thereof, or other entity; and (C) the term “Significant Subsidiary” means each of IDT Telecom, Inc., IDTI and IDT Media, Inc.

(c)           IDT Parent has delivered to Liberty Parent true and complete copies of the Certificate of Incorporation and Bylaws of IDT Parent, and the Certificate of Formation and the Limited Liability Company Agreement of IDT Subsidiary, each as amended to date and in effect on the Closing Date.

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(d)           All of the issued and outstanding shares of IDT Parent capital stock are duly authorized, validly issued, fully paid and nonassessable.  All outstanding shares of the capital stock of each subsidiary of IDT Parent beneficially owned by IDT Parent have been validly issued and are fully paid and nonassessable.

(e)           Upon delivery in accordance with the terms of this Agreement and the Mergers, 861,135 of the Consideration Shares will be issued by IDT Parent from its authorized but unissued shares of IDT Parent Class B Common Stock (the “New Shares”), and 1,892,541 of the Consideration Shares will be issued from the treasury of IDT Parent (the “Treasury Shares”), and all of the Consideration Shares will be validly issued, fully paid and nonassessable and free of all Liens.  Upon delivery of the Consideration Shares in accordance with the terms of this Agreement and the Mergers, the holders thereof will receive good title to all of the Consideration Shares.  Each of the Consideration Shares, when issued, will be issued in compliance with the requirements of the Securities Act (subject to the accuracy of the representations and warranties of Liberty Parent set forth in Section 4.08), the NYSE, and applicable state securities laws or exemptions therefrom.

Section 5.03.  Corporate Authority.

(a)           IDT Parent has all requisite corporate power and authority to enter into this Agreement and the Registration Rights Agreement and to perform its obligations hereunder and thereunder, subject to receipt of IDT Board Approval.  The execution, delivery and performance by IDT Parent of this Agreement and the Registration Rights Agreement have been duly authorized by all necessary corporate action on the part of IDT Parent, subject to receipt of IDT Board Approval.  IDT Parent has duly executed and delivered this Agreement and the Registration Rights Agreement.  Subject to the immediately preceding sentence, each of this Agreement and the Registration Rights Agreement is a valid and binding agreement of IDT Parent, enforceable against IDT Parent in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general equity principles.

(b)           IDT Subsidiary has all requisite limited liability company power and authority to enter into this Agreement and to perform its obligations hereunder, subject to the Required LLC Approvals.  The execution, delivery and performance by IDT Subsidiary of this Agreement have been duly authorized by all necessary action required under the DLLCA on the part of IDT Subsidiary, subject to the Required LLC Approvals.  IDT Subsidiary has duly executed and delivered this Agreement.  Subject to receipt of Required LLC Approvals, this Agreement is a valid and binding agreement of IDT Subsidiary, enforceable against IDT Subsidiary in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general equity principles.

Section 5.04.  No Violation; Consents.

(a)           The execution, delivery and performance by IDT Parent and IDT Subsidiary of this Agreement, and by IDT Parent of the Registration Rights Agreement, and the consummation by IDT Parent and IDT Subsidiary of the transactions contemplated hereby and thereby do not

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and will not contravene any Applicable Law, except for any such contravention that would not, individually or in the aggregate, reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially burden or materially impair the ability of IDT Parent or IDT Subsidiary to perform its obligations under this Agreement or, in the case of IDT Parent, the Registration Rights Agreement.  The execution, delivery and performance by each of IDT Parent and IDT Subsidiary of this Agreement and, in the case of IDT Parent, the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby (i) will not (A) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any Contract to which IDT Parent or IDT Subsidiary is a party or by which its respective assets is subject, or (B) result in the creation or imposition of any Lien upon any of the assets of IDT Parent or IDT Subsidiary, and (ii) will not conflict with or violate any provision of the Certificate of Incorporation or Bylaws of IDT Parent, or the Certificate of Formation or Limited Liability Company Agreement of IDT Subsidiary, each as in effect on the Closing Date.

(b)           Except for (i) the IDT Board Approval, (ii) the Required LLC Approvals, (iii) filings with the NYSE to list the New Shares and the Treasury Shares, and (iv) filings and approvals contemplated by the terms of the Registration Rights Agreement, no consent, authorization or order of, or filing or registration with, any Governmental Entity or other person is required to be obtained or made by IDT Parent or IDT Subsidiary for the execution and delivery of this Agreement and the Registration Rights Agreement or the consummation by IDT Parent or IDT Subsidiary of the transactions contemplated hereby or thereby, except where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to prevent or materially burden or materially impair the ability of IDT Parent or IDT Subsidiary to perform its obligations hereunder or thereunder.

Section 5.05.  IDT Reports; Financial Statements.

(a)           IDT Parent has timely filed all reports, registration statements and other filings, together with any amendments or supplements required to be made with respect thereto, that it has been required to file with the SEC under the Securities Act and the Exchange Act.  As of the respective dates of their filing with the SEC, the IDT Reports complied in all material respects with the applicable provisions of the Securities Act and the Exchange Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.  For purposes of this Agreement, “IDT Reports” means all reports, registration statements and other filings made by IDT Parent with the SEC since January 1, 1999 (including exhibits and any amendments thereto and documents incorporated by reference therein).

(b)           Each of the consolidated balance sheets included in or incorporated by reference into the IDT Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of IDT Parent and its subsidiaries as of the date of such balance sheet, and each of the consolidated statements of income, changes in stockholders’ equity, and cash flows included in or incorporated by reference into the IDT Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations,

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cash flows, and changes in stockholders’ equity, as the case may be, of IDT Parent and its subsidiaries for the periods set forth in such statements (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), and in each case has been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied during the periods involved, except as may be noted therein, and in compliance in all material respects with the rules and regulations of the SEC.

Section 5.06.  Absence of Certain Changes.  Except as otherwise expressly disclosed in the Current IDT Reports, since October 31, 2003 there has not been any event or occurrence or any change in the financial condition, properties, business or results of operations of IDT Parent that has caused or could reasonably be expected to have a Material Adverse Effect.

Section 5.07.  Litigation.  Except as otherwise expressly disclosed in the Current IDT Reports or as otherwise set forth on Schedule 5.07 hereto, there are not any (a) outstanding judgments against or affecting IDT Parent or any of its subsidiaries, or (b) proceedings pending or, to the knowledge of IDT Parent, threatened against or affecting IDT Parent or any of its subsidiaries that (i) in any manner challenge or seek to prevent, enjoin, alter or materially delay the Mergers or (ii) if resolved adversely to IDT Parent or any of its subsidiaries, would have, individually or in the aggregate, a Material Adverse Effect.

Section 5.08.  Compliance with Laws.  Except as otherwise expressly disclosed in the Current IDT Reports, the business of IDT Parent has not been, and is not being, conducted in violation of any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity, except for violations or possible violations that, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect or prevent or materially burden or materially impair the ability of IDT Parent or IDT Subsidiary to consummate the Mergers.  Except as otherwise expressly disclosed in the Current IDT Reports, no investigation or review by any Governmental Entity with respect to IDT Parent or any of its subsidiaries is pending or, to the knowledge of the executive officers of IDT Parent, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or prevent or materially burden or materially impair the ability of IDT Parent or IDT Subsidiary to consummate the Mergers.

Section 5.09.  Permits and Licenses.  IDT Parent and its subsidiaries have obtained all governmental permits, licenses, franchises and authorizations required for IDT Parent and its subsidiaries to conduct their respective businesses as currently conducted, except as otherwise expressly disclosed in the Current IDT Reports and except for those the failure of which to be obtained would not have a Material Adverse Effect.

Section 5.10.  Intellectual Property, etc.  Except as otherwise expressly disclosed in the Current IDT Reports, IDT Parent and its subsidiaries have taken all reasonable efforts to ensure that they have, and have no reason to believe that they do not have, all right, title and interest in, or a valid and binding license to use, all IDT Intellectual Property (as hereinafter defined).  IDT Parent and its subsidiaries (i) have not defaulted in any material respect under any license to use any IDT Intellectual Property, (ii) are not the subject of any proceeding or litigation for

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infringement of any third party intellectual property, except for the proceedings disclosed in IDT Reports filed and publicly available prior to the date hereof, which proceedings IDT Parent believes are without merit, (iii) have no knowledge of circumstances that would be reasonably expected to cause the loss or impairment of any IDT Intellectual Property, other than a default, proceeding, litigation, loss or impairment that is not having or would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.  IDT Parent and its subsidiaries have from time to time received correspondence from third parties alleging that intellectual property rights purportedly owned by said third parties have been violated by IDT Parent or its subsidiaries.  IDT Parent and its subsidiaries have also received correspondence asserting that a license may be necessary to avoid alleged violation of third party rights, none of which assertions or allegations has had or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, except as otherwise expressly disclosed in the Current IDT Reports.  For purposes of this Agreement “IDT Intellectual Property” means patents and patent rights, trademark and trademark rights, tradenames and tradename rights, service marks and service mark rights, copyrights and copyright rights, trade secret and trade secret rights, and other intellectual property rights, and all pending applications for and registration of any of the foregoing that are used in the conduct of the business of IDT Parent or its subsidiaries as presently conducted.

Section 5.11.  Private Offering.  Based, in part, on Liberty Parent’s representations in Article 4 hereof, the offer and sale of the Consideration Shares is exempt from the registration and prospectus delivery requirements of the Securities Act.  Neither IDT Parent, nor anyone acting on its behalf, has offered or sold or will offer or sell any securities, or has taken or will take any other action (including without limitation any offering of any securities of IDT Parent) under circumstances that would require, under the Securities Act, the integration of such offering with the offering and sale of the Consideration Shares, that would subject the issuance of the Consideration Shares to the registration provisions of the Securities Act.

Section 5.12.  Business Combination Statutes.  None of Liberty Parent, IDT Parent, or any of their respective “affiliates” and “associates” (as such terms are defined in Section 203 of the DGCL or any comparable business combination statute of any applicable jurisdiction) shall as a result of the execution of this Agreement or consummation of the Mergers, be subject to any of the restrictions of Section 203 of the DGCL, or any similar provisions of Applicable Law with respect to IDT Parent or any of IDT Parent’s direct or indirect subsidiaries any of the shares of which are publicly traded.

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ARTICLE 6

COVENANTS

The parties hereto agree that:

Section 6.01.  IDT Approvals.  IDT Parent shall as soon as reasonably practicable obtain IDT Board Approval and the Required LLC Approvals necessary to consummate the transactions contemplated by this Agreement and the Registration Rights Agreement.

Section 6.02.  NYSE Listing.  IDT Parent will use its reasonable best efforts to cause the New Shares and the Treasury Shares to be listed on the NYSE upon the issuance of such shares pursuant to the Mergers.

Section 6.03.  Compliance with Conditions; Commercially Reasonable Efforts.  Each party hereto shall in good faith use all commercially reasonable efforts to cause all of the obligations imposed upon it in this Agreement to be duly complied with, and (i) in the case of IDT Parent and IDT Subsidiary, to cause each of the conditions precedent in Section 3.01 and Section 3.02 hereof to be satisfied, and (ii) in the case of Liberty Parent and the Seller Subsidiaries, to cause each of the conditions precedent in Section 3.03 hereof to be satisfied.  Upon the terms and subject to the conditions of this Agreement, the parties will in good faith use all commercially reasonably efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable consistent with Applicable Law to consummate and make effective in the most expeditious manner practicable the Mergers in accordance with the terms of this Agreement.

Section 6.04.  Confidentiality.  Unless otherwise agreed to in writing by the parties hereto, each party hereto will, and will cause its affiliates, directors, officers, managers, employees and agents (such affiliates and other persons being collectively referred to as “Representatives”), to (i) keep all Confidential Information of the other parties hereto confidential and not disclose or reveal any such Confidential Information to any person other than those Representatives who are participating in effecting the Mergers or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing their respective rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the other parties hereto.  In the event that a party hereto (the “Disclosing Party”) is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of another party hereto (a “Protected Party”), such Disclosing Party shall provide the Protected Party with prompt notice of such request(s) so that the Protected Party may seek an appropriate protective order.  The obligations of the parties hereunder with respect to Confidential Information that (i) is disclosed to a third party with the Protected Party’s written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the disclosing party’s compliance with the preceding sentence, cease to the extent of the disclosure so consented to or

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required, except to the extent otherwise provided by the terms of such consent or covered by a protective order.  If a Disclosing Party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it will not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event will such Disclosing Party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence, in which event it will be liable in damages for the lost profits of the Protected Party resulting directly and solely from such disclosure.  In the event this Agreement is terminated, each party will, if so requested by another party hereto, promptly return or destroy all of the Confidential Information of the requesting party, including all copies, reproductions, summaries, analyses or extracts thereof or based thereon in the possession of its Representatives; provided, however, that no party will be required to return or cause to be returned summaries, analyses or extracts prepared by it or its Representatives, but will destroy (or cause to be destroyed) the same upon request of another party hereto.  The confidentiality obligations of the parties contained in this Section 6.04 shall survive until the third anniversary of the date of this Agreement.For purposes of this Section 6.04, “Confidential Information” with respect any party hereto means all confidential and proprietary information about such party and its subsidiaries that is furnished by it or its agents or representatives to another party hereto or its representatives, regardless of the manner in which it is furnished, in connection with the transactions contemplated hereby.  “Confidential Information” does not include, however, information which (i) has been or in the future is published or is now or in the future is otherwise in the public domain through no fault of any party hereto or its representatives, (b) was available to any other party hereto or its representatives on a non-confidential basis prior to its disclosure by the disclosing party, (c) becomes available to another party hereto or its representatives on a non-confidential basis from a person other than a party hereto or its representatives or agents, who is not otherwise bound by a confidentiality agreement with the party to which the information relates, or such party’s representatives or agents, or is not otherwise prohibited from transmitting the information to another party or its representatives, (d) is independently developed by another party hereto or its representatives through persons who have not had, either directly or indirectly, access to or knowledge of such information or (e) is required to be publicly disclosed by a party or its affiliates pursuant to applicable federal or state securities laws or requirements of the NYSE.

Section 6.05.  Transfer Limitations; 1933 Act Legend.

(a)           Each certificate representing Consideration Shares shall bear a legend substantially in the following form:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER THE ACT OR, EXCEPT AS OTHERWISE PERMITTED PURSUANT TO RULE 144 UNDER THE ACT OR ANOTHER EXEMPTION FROM REGISTRATION UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IDT CORPORATION IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.”

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(b)           The foregoing legend shall be removed from the certificates representing any Consideration Shares, at the request of the holder thereof, at such time as (i) such shares are sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act, (ii) such shares become eligible for resale pursuant to Rule 144(k), or (iii) an opinion of counsel reasonably satisfactory to IDT Parent is obtained to the effect that such legend is not required.

Section 6.06. Public Announcements.  Unless otherwise required by applicable law or by obligations pursuant to any listing agreement with or rules of the NYSE, each party shall use commercially reasonable efforts to consult with, and use commercially reasonable efforts to accommodate the comments of the other parties before issuing any press release or otherwise making any public statement with respect to this Agreement or the transactions contemplated hereby.

Section 6.07.  Notification of Certain Matters.  Between the date hereof and the Closing Date, each party will give prompt notice in writing to the other parties of:  (i) any information that indicates that any of its representations or warranties contained herein was not true and correct as of the date hereof or will not be true and correct at and as of the Closing Date with the same force and effect as if made at and as of the Closing Date (except for changes permitted or contemplated by this Agreement), (ii) the occurrence of any event which will result, or has a reasonable prospect of resulting in, the failure of any condition specified in Article 3 hereof, and (iii) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or that such transactions otherwise may violate the rights of or confer remedies upon such third party.

ARTICLE 7

TAX MATTERS

Section 7.01.  Tax Definitions.  The following terms, as used in this Article 7, have the following meanings:

“60 Park Place” means 60 Park Place Holding Company, Inc., a New Jersey corporation.

“225 Road Corp.” means 225 Old NB Road Corp., a New Jersey corporation.

“226 Road Inc.” means 226 Old NB Road Inc., a New Jersey corporation.

“Combined Tax” means any income or franchise Tax payable to any state, local or foreign taxing jurisdiction with respect to any Return that includes any of the Seller Subsidiaries and is filed on, or will be filed on, an affiliated, consolidated, combined or unitary basis.

“Control” means the ownership of stock possessing at least 80% of the total combined voting power of all classes of stock entitled to vote and at least 80% of the total number of shares of each other class of stock of the corporation.

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“Federal Tax” means any Tax with respect to any Return that includes any of the Seller Subsidiaries and is filed on, or will be filed on, a consolidated basis pursuant to Section 1501 of the Code.

“Final Determination” means (i) any final determination of liability in respect of a Tax that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise (including the expiration of a statute of limitations or a period for the filing of claims for refunds, amended Returns or appeals from adverse determinations), including a “determination” as defined in Section 1313(a) of the Code or execution of an Internal Revenue Service Form 870AD or (ii) the payment of Tax by IDT Parent, Liberty Parent or any of their respective Affiliates, whichever is responsible for payment of such Tax under applicable law, with respect to any item disallowed or adjusted by a Taxing Authority (as defined herein), provided that such responsible party determines that no action should be taken to recoup such payment and the other party agrees.

“IDT America” means IDT America, Corp., a New Jersey corporation.

“IDT Nevada” means IDT Nevada Holdings, Inc., a Nevada corporation.

“IDT Telecom” means IDT Domestic Telecom, Inc., a Delaware corporation.

“IDT Ventures” means IDT Media, Inc., formerly known as IDT Ventures, Inc., a Delaware corporation.

“Liberty TP Management” means Liberty TP Management, Inc., a Delaware corporation.

“Post-Closing Tax Period” means any Tax period beginning after the Closing Date and, with respect to a Tax period that begins on or before the Closing Date and ends thereafter, the portion of such Tax period beginning after the Closing Date.

“Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date; and, with respect to a Tax period that begins on or before the Closing Date and ends thereafter, the portion of such Tax period ending on the Closing Date.

“Purchaser IDTI Stockholders” mean (i) 60 Park Place, (ii) 225 Road Corp., (iii) 226 Road Inc., (iv) IDT Telecom, and (v) IDT Ventures.

“Returns” means all returns, statements, reports, and forms (including estimated tax or information returns and reports) relating to, or required to be filed in connection with, any Taxes.

“Tax” means (i) any tax, governmental fee or other like assessment or charge of any kind whatsoever (including, but not limited to, withholding on amounts paid to or by any person), together with any interest, penalty, addition to tax or additional amount imposed by any governmental authority (a “Taxing Authority”) responsible for the imposition of any such tax (domestic or foreign), and any liability for any of the foregoing as transferee, (ii) in the case of any of the Seller Subsidiaries, liability for the payment of any amount of the type described in

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clause (i) as a result of having been before the Effective Time a member of an affiliated, consolidated, combined or unitary group, and (iii) liability of any of the Seller Subsidiaries for the payment of any amount as a result of being party to any Tax Sharing Agreement (other than this Agreement) before the Effective Time.

“Tax Sharing Agreements” means all existing agreements or arrangements (whether or not written) binding any of the Seller Subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit.

“Treasury Regulations” means the regulations promulgated under the Code in effect on the date hereof and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.

Section 7.02.  Tax Representations.  Liberty Parent represents and warrants to IDT Parent as of the date hereof that:

(a)           Filing and Payment.  All material Returns required to be filed with any Taxing Authority with respect to any Pre-Closing Tax Period by or on behalf of any of the Seller Subsidiaries have, to the extent required to be filed on or before the date hereof (taking into account any extension of time within which to file), been filed when due in accordance with all applicable laws, and as of the time of filing, such Returns were true and complete in all material respects.  All material Taxes due and payable by any of the Seller Subsidiaries have been timely paid, or withheld and remitted to the appropriate Taxing Authority.  There are no liens or security interests on any of the assets of any of the Seller Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax (except for liens that arise by operation of law for Taxes not yet due and payable).

(b)           Procedure and Compliance.  There is no claim, audit, action, suit, proceeding or investigation now pending or threatened against or with respect to any of the Seller Subsidiaries in respect of any Tax.  All deficiencies or assessments asserted against any of the Seller Subsidiaries by any Taxing Authority have been paid or fully and finally settled.

(c)           Consolidation and Similar Arrangements.  None of the Seller Subsidiaries has been a member of an affiliated, consolidated, combined or unitary group other than one of which Liberty Parent or Liberty TP Management was the common parent.  None of the Seller Subsidiaries has entered into any agreement or arrangement with any Taxing Authority with regard to the Tax liability of any of the Seller Subsidiaries affecting any Tax period for which the applicable statute of limitations, after giving effect to extensions or waivers, has not expired.

(d)           Statute of Limitations.  None of the Seller Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(e)           Section 355 Matters.  None of the Seller Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (x) in the two years prior to the date of this Agreement or (y) in a distribution which could otherwise constitute part of a “plan” or “series of

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related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement.

Section 7.03.   Covenants.

(a)           All Returns required to be filed by Liberty Parent or any of its Affiliates on or after the Closing Date with respect to each of the Seller Subsidiaries with respect to any Pre-Closing Tax Period (i) will be filed when due in accordance with all applicable laws and (ii) as of the time of filing, will be true and complete in all material respects.

(b)           Liberty Parent shall include Liberty IDTC and Liberty IDTC 2 in its consolidated Federal Tax Return and in any Combined Tax Return through the close of business on the Closing Date, and Liberty Parent shall cause Liberty TP Management to include Liberty IDTC 3 in its consolidated Federal Tax Return and in any Combined Tax Return through the close of business on the Closing Date.

(c)           All transfer Taxes and fees (including any penalties and interest) incurred in connection with transactions contemplated by this Agreement shall be paid by Liberty Parent or its Affiliates when due, and Liberty Parent will, at its own expense, file (or cause its Affiliates to file) all necessary Returns and other documentation with respect to all such Taxes and fees, and, if required by applicable law, IDT Parent will, and will cause its Affiliates to, join in the execution of any such Returns and other documentation.  For purposes of this Agreement, the term “Affiliate” shall mean, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with the first such person or entity.

Section 7.04.   Tax Sharing.  Any and all existing Tax Sharing Agreements (other than this Agreement) shall be terminated with respect to each of the Seller Subsidiaries as of the Closing Date, and after the Closing Date, none of the Seller Subsidiaries shall have any further rights or liabilities thereunder.

Section 7.05.  Cooperation On Tax Matters.

(a)           IDT Parent and Liberty Parent shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of any Return, and any audit, litigation or other proceeding with respect to Taxes.  Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.  IDT Parent and Liberty Parent agree (i) to retain all books and records with respect to Tax matters pertinent to each of the Seller Subsidiaries relating to any Pre-Closing Tax Period, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) to give the other party reasonable written notice prior to destroying or discarding any such books and records and, if the other party so requests, IDT Parent or Liberty Parent, as the case may be, shall allow the other party to take possession of such books and records.

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(b)           IDT Parent and Liberty Parent further agree, upon request, to use all reasonable efforts to obtain any certificate or other document from any governmental authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including but not limited to with respect to the transactions contemplated hereby).

Section 7.06.   Tax Indemnification.

(a)           Liberty Parent hereby indemnifies IDT Parent and its Affiliates (each a “Purchaser Indemnitee”) against and agrees to hold each Purchaser Indemnitee harmless from any (w) Tax of any of the Seller Subsidiaries described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (x) Tax described in clause (ii) or (iii) of the definition of Tax, (y) Tax of any of the Seller Subsidiaries resulting from a breach of the provisions of Section 7.02, Section 7.03 or Section 7.04 and (z) liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in clause (w), (x) or (y) above, (the sum of clauses (w), (x), (y) and (z) being referred to herein as a “Purchaser Loss”); provided, however, that Liberty Parent shall not have any indemnity obligation under this Section 7.06(a) in the event such Purchaser Loss results from a breach by IDT Parent, IDT Subsidiary or any of their respective Affiliates of any of the representations and warranties contained in Section 7.08(a) hereof or the covenants contained in Section 7.08(b) hereof.

(b)           For purposes of this Section 7.06, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date.  All determinations necessary to give effect to the allocation set forth in the foregoing clause (y) shall be made in a manner consistent with prior practice of Liberty Parent.

(c)           Not later than 5 days after receipt by Liberty Parent of written notice from IDT Parent stating that any Purchaser Loss has been incurred by a Purchaser Indemnitee and the amount thereof and of the indemnity payment requested, Liberty Parent shall discharge its obligation to indemnify the Purchaser Indemnitee against such Purchaser Loss by paying to IDT Parent an amount equal to the amount of such Purchaser Loss.  The payment by a Purchaser Indemnitee of any Purchaser Loss shall not relieve Liberty Parent of its obligations under this Section 7.06.

(d)           IDT Parent agrees to give prompt notice to Liberty Parent of any Purchaser Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which IDT Parent deems to be within the ambit of this Section 7.06 (specifying with reasonable particularity the basis therefor) and will give

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Liberty Parent such information with respect thereto as Liberty Parent may reasonably request.  Liberty Parent may, at its own expense, (i) participate in and (ii) upon notice to IDT Parent, assume the defense of any such suit, action or proceeding (including any Tax audit); provided that (i) counsel for Liberty Parent is reasonably satisfactory to IDT Parent, (ii) Liberty Parent shall thereafter consult with IDT Parent upon IDT Parent’s reasonable request for such consultation from time to time with respect to such suit, action or proceeding (including any Tax audit) and (iii) Liberty Parent shall not, without IDT Parent’s consent, agree to any settlement with respect to any Purchaser Loss if such settlement could adversely affect the Tax liability of IDT Parent or any of its Affiliates.  If Liberty Parent assumes such defense, (i) IDT Parent shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Liberty Parent and (ii) Liberty Parent shall not assert that the Purchaser Loss, or any portion thereof, with respect to which IDT Parent seeks indemnification is not within the ambit of this Section 7.06.  If Liberty Parent elect not to assume such defense, IDT Parent may pay, compromise or contest the Purchaser Loss at issue.  Liberty Parent shall be liable for the reasonable fees and expenses of counsel employed by IDT Parent for any period during which Liberty Parent has not assumed the defense thereof.  Whether or not Liberty Parent chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof.

(e)           Liberty Parent shall not be liable under this Section 7.06 with respect to any Purchaser Loss resulting from a claim or demand the defense of which Liberty Parent was not offered the opportunity to assume as provided under Section 7.06(d) to the extent Liberty Parent’s liability under this Section is materially adversely affected as a result thereof.  No investigation by IDT Parent or any of its Affiliates at or prior to the Closing Date shall relieve Liberty Parent of any liability hereunder.

(f)            Any claim of any Purchaser Indemnitee under this Section may be made and enforced by IDT Parent on behalf of such Purchaser Indemnitee.

Section 7.07.  Purchase Price Adjustment.  Any amount paid by Liberty Parent, IDT Parent or IDT Subsidiary under this Article 7 or Article 9 hereof will be treated as an adjustment to the consideration delivered in the Mergers unless a Final Determination or change in applicable law (including a revenue ruling or other similar pronouncement) causes any such amount not to constitute an adjustment to the consideration delivered in the Mergers for any applicable Tax purposes.

Section 7.08.  IDT Parent and IDT Subsidiary Representations, Warranties, Covenants, and Indemnification.

(a)           Representations and Warranties.  IDT Parent and IDT Subsidiary jointly and severally represent and warrant to Liberty Parent as of the date hereof and as of the Closing Date that:

(i)            IDT Subsidiary is wholly owned directly by IDT Parent and is classified as a disregarded entity (within the meaning of Section 301.7701-3(b)(1)(ii) of the Treasury Regulations) for U.S. federal income tax purposes.

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(ii)           IDT Subsidiary has no plan or intention to issue, and IDT Parent has no plan or intention to transfer, any equity interests in IDT Subsidiary.

(iii)          IDT America and IDT Nevada are wholly owned directly by IDT Parent and were wholly owned directly by IDT Parent on January 29, 2004.

(iv)          Except for shares of capital stock of IDT Ventures held directly or indirectly by Liberty Parent, all of the capital stock of each of the Purchaser IDTI Stockholders (other than IDT Telecom) is held by IDT Parent and its wholly owned subsidiaries.  IDT Telecom is a wholly owned subsidiary of IDT Telecom, Inc., a Delaware corporation (“IDTT”), and all of the shares of capital stock of IDTT are held directly or indirectly by Liberty Parent and IDT Parent.

(v)           On January 29, 2004, IDT America distributed 30,836 shares of Class A IDTI Common Stock, which constituted all of the shares of IDTI capital stock that it owned on such date, to IDT Parent as a distribution pursuant to Section 301 of the Code (the “IDT America Dividend”).  On January 29, 2004, IDT Nevada distributed 334,838 shares of Class A IDTI Common Stock, which constituted all of the shares of IDTI capital stock that it owned on such date, to IDT Parent as a distribution pursuant to Section 301 of the Code (the “IDT Nevada Dividend”, and together with the IDT America Dividend, the “Dividends”).  As part of the same plan as the Dividends and the Mergers, no consideration (including, without limitation, any reduction of intercompany liabilities of IDT America or IDT Nevada) was transferred, or will be transferred, by IDT Parent, directly or indirectly, to IDT America or IDT Nevada.

(vi)          Immediately following the Dividends, each of IDT Nevada and IDT America continued to own substantial assets, and each of IDT Nevada and IDT America continue to own substantial assets.

(vii)         IDTI has no authorized and outstanding stock other than Class A IDTI Common Stock, Class B IDTI Common Stock, Series A IDTI Preferred Stock, Series B convertible preferred stock, par value $.01 per share, and Series C preferred stock, par value $.01 per share.

(viii)        As part of the same plan as the Mergers, and except for the Dividends and except as contemplated by this Agreement, neither IDT Parent nor any of its Affiliates (including, without limitation, IDTI) has, either directly or through any transaction, agreement or arrangement with any other person, (x) acquired any shares of IDTI capital stock, (y) assumed any liabilities of any IDTI stockholders, or (z) redeemed, or made a distribution with respect to, any IDTI capital stock.

(ix)           As part of the same plan as the Mergers, IDTI has not issued any shares of IDTI capital stock.

(x)            IDTI does not have outstanding any warrants, options, convertible securities, or any other type of right pursuant to which any person could acquire IDTI capital stock that, if exercised or converted, would affect IDT Parent’s acquisition or retention directly of Control of IDTI, within the meaning of Section 368(c) of the Code.

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(xi)           Immediately after the Mergers, IDT Parent will own directly an amount of IDTI capital stock representing Control of IDTI, within the meaning of Section 368(c) of the Code.

(xii)          IDTI has no plan or intention, and IDT Parent and its Affiliates have no plan or intention to cause IDTI, to issue additional shares of IDTI capital stock that would result in IDT Parent losing direct Control of IDTI.

(xiii)         Except for IDTI capital stock owned by IDT Parent and the Purchaser IDTI Stockholders, IDT Parent does not own indirectly any capital stock of IDTI.

(xiv)        Neither IDT Parent, nor any person related to IDT Parent within the meaning of Section 1.368-1(e)(3) of the Treasury Regulations, has any plan or intention to redeem, purchase, exchange or otherwise acquire any of the Consideration Shares issued in the Mergers, either directly or through any partnership or other transaction, agreement or arrangement with any other person, other than pursuant to open market purchases as part of a general stock buy back program in which the sellers are anonymous.

(xv)         As part of the same plan as the Mergers, IDT Parent or a member of IDT Parent’s qualified group of corporations (as defined in Treasury Regulations Section 1.368-1(d)(4)(ii)) will continue each of the Seller Subsidiaries’ “historic business” or use a “significant portion” of each of the Seller Subsidiaries’ “historic business assets” in a business, as such terms are defined in Treasury Regulations Section 1.368-1(d)(2) and (3).

(xvi)        As part of the same plan as the Mergers, IDT Parent or a member of IDT Parent’s qualified group of corporations (as defined in Treasury Regulations Section 1.368-1(d)(4)(ii)) will continue IDTI’s “historic business” or use a “significant portion” of IDTI’s “historic business assets” in a business, as such terms are defined in Treasury Regulations Section 1.368-1(d)(2) and (3).  No assets of IDTI have been sold, transferred or otherwise disposed of which would prevent IDT Parent or a member of IDT Parent’s qualified group of corporations (as defined in Treasury Regulations Section 1.368-1(d)(4)(ii)) from continuing IDTI’s “historic business” or from using a “significant portion” of IDTI’s “historic business assets” in a business following the Mergers, as such terms are defined in Treasury Regulations Section 1.368-1(d)(2) and (3).

(xvii)       IDTI has no plan or intention, and IDT Parent and its Affiliates have no plan or intention to cause IDTI, to:  (i) liquidate; (ii) merge with or into another corporation or entity; or (iii) sell or otherwise dispose of any of its assets, except for dispositions made in the ordinary course of business.

(xviii)      IDT Parent has no plan or intention to:  (i) liquidate; (ii) merge with or into another corporation or entity; or (iii) sell or otherwise dispose of all or substantially all of its assets.

(xix)         IDT Parent and its Affiliates have no plan or intention to:  (i) liquidate any of the Purchaser IDTI Stockholders, IDT America or IDT Nevada; (ii) merge any of the Purchaser IDTI Stockholders, IDT America or IDT Nevada with or into another corporation or

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entity; or (iii) cause any of the Purchaser IDTI Stockholders, IDT America or IDT Nevada to sell or otherwise dispose of all or substantially all of their respective assets.

(xx)          None of IDT Parent, IDT Subsidiary, the Purchaser IDTI Stockholders, or any of their respective Affiliates has any plan or intention to sell, exchange or otherwise transfer any shares of IDTI capital stock, except in the case of IDT Parent or IDT Subsidiary, for transfers (other than to IDT America or IDT Nevada) that are described in Section 1.368-2(k) of the Treasury Regulations.

(xxi)         There is no intercorporate indebtedness existing between IDT Parent (or any of its Affiliates other than IDTI) and IDTI that was issued, acquired or will be settled at a discount.

(xxii)        IDT Parent is not an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.

(xxiii)       None of IDT Parent, the Purchaser IDTI Stockholders or IDTI are under the jurisdiction of a court in a case under Title 11 of the United States Code, or a receivership, foreclosure, or similar proceeding in a federal or state court.

(b)           Covenants.

(i)            Neither IDT Parent nor IDT Subsidiary shall make or file any election to change the classification of IDT Subsidiary as a disregarded entity as part of the same plan as the Mergers.

(ii)           IDT Parent, IDT Subsidiary and their respective Affiliates will comply with all record-keeping and reporting requirements applicable to the Mergers set forth in Treasury Regulation Section 1.368-3.

(iii)          Neither IDT Parent, IDT Subsidiary nor any of their respective Affiliates will take any position on any federal, state, local or foreign income or franchise Return, or take any other Tax reporting position that is inconsistent with the treatment of the Mergers as reorganizations within the meaning of Section 368(a) of the Code, unless otherwise required by a Final Determination.

(iv)          Neither IDT Parent nor any of its Affiliates will take or cause to be taken (or fail to take or cause not to be taken) any action that would reasonably be expected to cause any of the Mergers to fail to qualify both as a reorganization within the meaning of Section 368(a)(1)(A) of the Code and as a reorganization within the meaning of Section 368(a)(1)(B) of the Code.

Section 7.09.  Survival.  Notwithstanding anything in this Agreement to the contrary, (a) the representations and warranties of the parties contained in this Article 7 shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof), and (b) the covenants and agreements of the parties in this Article 7 (including without limitation any indemnification obligation of Liberty Parent under Section 7.06) will survive the Closing without limitation unless otherwise contemplated by their terms.

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ARTICLE 8

EMPLOYEE BENEFIT PLANS

Section 8.01.  Employee Benefit Plans Representations.  Liberty Parent hereby represents and warrants that the transactions contemplated by this Agreement are not transactions described in Section 4063 or 4069 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and neither the Surviving Entity nor any of its Affiliates will have or be subject to any liability under Title IV of ERISA with respect to any plan sponsored, maintained or contributed to by any Person under “common control” with any Seller Subsidiary prior to the Effective Time, within the meaning of Section 4001(a)(14) of ERISA.

ARTICLE 9

INDEMNIFICATION

Section 9.01.  Indemnification by IDT Parent and IDT Subsidiary.  IDT Parent and IDT Subsidiary each covenant and agree to, jointly and severally, defend, indemnify and save and hold harmless Liberty Parent, together with its officers, directors, partners, shareholders, employees, trustees, affiliates (within the meaning of Rule 405 of the SEC under the Securities Act), beneficial owners, attorneys and representatives from and against any and all losses, costs, expenses, liabilities, claims or legal damages (including without limitation, reasonable fees and disbursements of counsel and accountants and other costs and expenses incident to any actual or threatened claim, suit, action or proceeding, whether incurred in connection with a claim against Liberty Parent, or a third party claim) arising out of or resulting from (i) any inaccuracy in or breach of any representation, warranty, covenant or agreement made by IDT Parent or IDT Subsidiary in this Agreement or in any writing delivered pursuant to this Agreement (other than in respect of any representation or warranty made pursuant to Article 7 hereof, as to which this Section 9.01 shall not apply), and (ii) the failure of IDT Parent or IDT Subsidiary to perform or observe fully any covenant, agreement or provisions to be performed or observed by it pursuant to this Agreement (other than any covenant, agreement or provision made pursuant to Article 7 of this Agreement, as to which this Section 9.01 shall not apply); provided, that the indemnity agreement contained in this Section 9.01 shall not apply to amounts paid in settlement of any such loss, claims, damage, liability or action if such settlement is effected without the consent of IDT Parent (which consent shall not be unreasonably withheld).  Notwithstanding any language to the contrary contained in this Agreement, IDT Parent and IDT Subsidiary shall not be liable for indemnification payments pursuant to this Section 9.01 in excess of $55.5 million; provided, however, that there shall be no limit on indemnification amounts payable to Liberty Parent for any breach of the representations and warranties contained in Section 5.02(c), (d) or (e) hereof.

Section 9.02.  Indemnification by Liberty Parent.  Liberty Parent covenants and agrees to defend, indemnify and save and hold harmless IDT Parent and IDT Subsidiary, together with their respective officers, directors, partners, shareholders, employees, trustees, affiliates (within the meaning of Rule 405 of the SEC under the Securities Act), beneficial owners, attorneys and representatives from and against any and all losses, costs, expenses, liabilities, claims or legal damages (including without limitation, reasonable fees and disbursements of counsel and accountants and other costs and expenses incident to any actual or threatened claim, suit, action

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or proceeding, whether incurred in connection with a claim against IDT Parent or IDT Subsidiary, or a third party claim), arising out of or resulting from (i) any inaccuracy in or breach of any representation, warranty, covenant or agreement made by Liberty Parent or any Seller Subsidiary in this Agreement or in any writing delivered pursuant to this Agreement (other than in respect of any representation or warranty made pursuant to Article 7 hereof, as to which this Section 9.02 shall not apply), and (ii) the failure of Liberty Parent or any Seller Subsidiary to perform or observe fully any covenant, agreement or provisions to be performed or observed by it pursuant to this Agreement (other than any covenant, agreement or provision made pursuant to Article 7 of this Agreement, as to which this Section 9.02 shall not apply); provided, that the indemnity agreement contained in this Section 9.02 shall not apply to amounts paid in settlement of any such loss, claims, damage, liability or action if such settlement is effected without the consent of Liberty Parent (which consent shall not be unreasonably withheld).  Notwithstanding any language to the contrary contained in this Agreement, Liberty Parent shall not be liable for indemnification payments pursuant to this Section 9.02 in excess of $55.5 million; provided, however, that there shall be no limit on the amounts payable for a breach of the representations and warranties made by Liberty Parent contained in Sections 4.02(a),(b),(c) and (d) hereof, the first four sentences of Section 4.03 hereof, and Article 8 hereof.

Section 9.03.  Procedure.  Each party or person entitled to be indemnified pursuant to this Article 9 (each, an “Indemnified Person”), shall notify the other parties in writing of any action against such Indemnified Person in respect of which another party is or may be obligated to provide indemnification on account of this Article 9, promptly after the receipt of notice of such action.  The failure of any Indemnified Person so to notify the other parties of any such action shall not relieve such other party from any liability which it may have to such Indemnified Person, except to the extent the other party shall have been materially prejudiced by the failure of such Indemnified Person so to notify it, pursuant to this Section 9.03.  In case any such action shall be brought against any Indemnified Person and it shall notify the other parties of the commencement thereof, the other parties shall be entitled to participate in the defense thereof and, to the extent that any such other party may wish to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person, and after notice from it to such Indemnified Person of its election so to assume the defense thereof, such other party will not be liable to such Indemnified Person under this Article 9 for any legal or other expense subsequently incurred by such Indemnified Person in connection with the defense thereof, nor for any settlement thereof entered into without the consent of such other party; provided, however, that (i) if the other party shall elect not to assume the defense of such claim or action or (ii) if the Indemnified Person reasonably determines (x) that there may be a conflict between the positions of the other party and of the Indemnified Person in defending such claim or action or (y) that there may be legal defenses available to such Indemnified Person different from or in addition to those available to the other party, then separate counsel for the Indemnified Person shall be entitled to participate in and conduct the defense, in the case of (i) and (ii)(x), or such different defenses, in the case of (ii)(y), and the other party shall be liable for any reasonable legal or other expenses incurred by the Indemnified Person in connection with the defense.

Section 9.04.  Exclusivity of Remedy.  The indemnification provisions set forth in this Article 9 and in Article 7 are the sole and exclusive remedy for breach of any and all representations and warranties contained in this Agreement; provided, however, that the foregoing indemnification provisions are in addition to, and not in derogation of, any statutory,

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equitable, or common law remedy any party may have for breach of any and all covenants and agreements contained in this Agreement.  Notwithstanding anything in this Agreement to the contrary, neither Liberty Parent, on the one hand, nor IDT Parent or IDT Subsidiary, on the other hand, shall be liable to the other for any consequential, indirect, special or incidental damages under any provision of this Agreement or for any consequential, indirect, special or incidental damages arising out of any act or failure to act hereunder, even if such party has been advised of or has foreseen the possibility of such damages.

Section 9.05.  Certain Limitations.  The indemnification obligations of the parties hereto with respect to claims asserted for any breach of a representation or warranty set forth in Article 4 or 5 hereof prior to expiration of the survival period applicable to such representation or warranty shall survive until such claims are finally adjudicated or otherwise resolved.

Section 9.06.  Method of Payment for Certain Indemnification Payments.  Any indemnification payments to be made by IDT Parent or IDT Subsidiary pursuant to Section 9.01 of this Agreement shall be made by delivering shares of IDT Parent Class B Common Stock.  Any shares of IDT Class B Common Stock to be delivered pursuant to this Section 9.06 shall be valued based on the weighted average (based on trading volume) of the daily closing prices (as of 4:00 p.m. eastern time) per share of IDT Class B Common Stock as reported on the NYSE (as published in the Wall Street Journal, or if not published therein or incorrectly published therein, in another authoritative source mutually selected by IDT Parent and Liberty Parent) for the twenty consecutive trading days ending on the second trading day prior to the date on which such indemnification payment is made by IDT Parent or IDT Subsidiary.  All such shares of IDT Class B Common Stock so delivered pursuant to this Section 9.06 shall be duly authorized, fully paid, and non-assessable and shall not be subject to any Liens.

ARTICLE 10

TERMINATION

Section 10.01.Termination.

(a)           This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Effective Time of the Mergers:  (i) by mutual written agreement of Liberty Parent and IDT Parent, at any time prior to the Closing Date, (ii) by Liberty Parent, at any time after February 13, 2004, unless prior thereto each of the IDT Board Approval and the Required LLC Approvals has been obtained; or (iii) by Liberty Parent or IDT Parent if the Closing has not occurred on or prior to February 27, 2004 (the “Outside Date”) or if any Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other action having the effect of permanently restraining, enjoining or otherwise prohibiting the Mergers; provided, that the right to terminate this Agreement pursuant to the foregoing clause (iii) shall not be available to any party whose failure to fulfill any obligation under this Agreement was the cause of or resulted in the failure of the Closing to occur by the Outside Date.  Any party desiring to terminate this Agreement shall promptly give notice of such termination to the other parties hereto.

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(b)           If this Agreement is terminated as permitted by Section 9.01(a), such termination shall be without liability of any part (or any stockholder, director, officer, partner, employee, agent, consultant or representative of such party) to any other party to this Agreement, provided that if such termination shall result from the willful (i) failure of any party to fulfill a condition to the performance of the obligations of the other party, (ii) failure to perform a covenant made by it in this Agreement or (iii) breach by any party hereto of any of its representations or warranties contained herein, such failing or breaching party shall be fully liable for any and all losses (excluding consequential damages) incurred or suffered by the other party as a result of such failure or breach.  The provisions of this Article 10 and of Sections 6.04, 6.06 and 11.03 shall survive any termination of this Agreement.

ARTICLE 11

MISCELLANEOUS

Section 11.01.  Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  This Agreement may not be assigned by any party hereto without the prior written consent of the other parties hereto and the attempted or purported assignment shall be void.  Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Section 11.02.  Survival.  Except as expressly provided otherwise herein, and subject to Section 7.09 hereof, the representations, warranties, covenants and agreements of the parties set forth in this Agreement shall survive for a period of three years after the Closing Date; provided, however, that the representations and warranties set forth in Section 5.02(e) hereof and the agreements set forth in Section 7.05 and Section 9.06 hereof shall survive indefinitely.

Section 11.03.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law thereof.

Section 11.04.  Counterparts; Effectiveness.  This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed to constitute one and the same instrument.  Signature pages from separate identical counterparts may be combined with the same effect as if the parties signing such signature page had signed the same counterpart.  This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

Section 11.05.  Captions and Headings.  The captions and headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

Section 11.06.  Notices.  Unless otherwise provided herein, any notice or other communication required or permitted to be given or effected under this Agreement shall be in

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writing and shall be deemed effective upon personal or facsimile delivery to the party to be notified or one Business Day after deposit with an internationally recognized courier service, delivery fees prepaid, or three Business Days after deposit with the U.S. mail, return receipt requested, postage prepaid, and in each case, addressed to the party to be notified at the following respective addresses, or at such other addresses or to such other parties as may be designated by written notice by the parties hereto, provided that any notice of change of address shall be deemed effective only upon receipt:

If to IDT Parent, to:

IDT Corporation

520 Broad Street

Newark, New Jersey  07102

Attn:  Ely Tendler

Telephone:  (973) 438-3616

Fax:  (973) 438-1616

with a copy to:

McDermott, Will & Emery

50 Rockefeller Plaza

New York, New York  10020

Attn:  Mark Selinger

Telephone:  (212) 547-5438

Fax:  (212) 547-5444

If to IDT Subsidiary, to:

IDTI Holdings, LLC

c/o IDT Corporation

520 Broad Street

Newark, New Jersey  07102

Attn:  Ely Tendler

Telephone:  (973) 438-3616

Fax:  (973) 438-1616

with a copy to:

McDermott, Will & Emery

50 Rockefeller Plaza

New York, New York  10020

Attn:  Mark Selinger

Telephone:  (212) 547-5438

Fax:  (212) 547-5444

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If to Liberty Parent, to:

Liberty Media Corporation

12300 Liberty Boulevard

Englewood, Colorado 80112

Attn: Charles Y. Tanabe

Telephone: (720) 875-5400

Fax: (720) 875-5858

with a copy to:

Baker Botts, L.L.P.

30 Rockefeller Plaza

New York, New York 10112-4998

Attn: Robert W. Murray Jr.

Telephone: (212) 408-2500

Fax: (212) 408-2501

If to Seller Subsidiaries, to:

[Name of applicable Seller Subsidiary]

c/o Liberty Media Corporation

12300 Liberty Boulevard

Englewood, Colorado 80112

Attn: Charles Y. Tanabe

Telephone: (720) 875-5400

Fax: (720) 875-5858

with a copy to:

Baker Botts, L.L.P.

30 Rockefeller Plaza

New York, New York 10112-4998

Attn: Robert W. Murray Jr.

Telephone: (212) 408-2500

Fax: (212) 408-2501

Section 11.07.  Amendments and Waivers.  All terms of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance or either retroactively or prospectively), only with the written consent of each of Liberty Parent and IDT Parent.  Any amendment or waiver effected in accordance with this Section 11.07 shall be binding upon each party to this Agreement.

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Section 11.08.  Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

Section 11.09.  Entire Agreement.  This Agreement (and the Exhibits and Schedules hereto) and the Registration Rights Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements, understanding and discussions among the parties with respect thereto.

Section 11.10.  Specific Enforcement.  The parties hereto agree that irreparable harm would occur in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which the parties are entitled at law or in equity.

Section 11.11.  Expenses.  All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 11.12.  Further Assurances.  At and after the Effective Time of the Mergers, the officers of the Surviving Entity will be authorized to execute and deliver, in the name and on behalf of any Seller Subsidiary or IDT Subsidiary, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of any Seller Subsidiary or IDT Subsidiary, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Entity any and all right, title and interest in, to and under any of the rights, properties or assets of any Seller Subsidiary or IDT Subsidiary acquired or to be acquired by the Surviving Entity as a result of, or in connection with, the Mergers.

Section 11.13.  Waiver of Jury Trial.  EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  THIS SECTION 11.13 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS.  EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,

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SUPPLEMENTS OR MODIFICATION TO (OR ASSIGNMENTS OF) THIS AGREEMENT.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.

[Signature page immediately follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed.

LIBERTY MEDIA CORPORATION
By:	/s/ Albert Rosenthaler
Name:	Albert Rosenthaler
Title:	Senior Vice President
LIBERTY IDTC HOLDINGS, INC.
By:	/s/ Albert Rosenthaler
Name:	Albert Rosenthaler
Title:	Senior Vice President
LIBERTY IDTC HOLDINGS 2, INC.
By:	/s/ Albert Rosenthaler
Name:	Albert Rosenthaler
Title:	Senior Vice President
LIBERTY IDTC HOLDINGS 3, INC.
By:	/s/ Albert Rosenthaler
Name:	Albert Rosenthaler
Title:	Senior Vice President

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IDT CORPORATION
By:	/s/ Howard Jonas
Name:	Howard Jonas
Title:	Chairman and Director
IDTI HOLDINGS, LLC
By:		IDT Corporation, its Member
By:	/s/ Howard Jonas
Name:	Howard Jonas
Title:	Chairman and Director

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EX-7.(N)

Exhibit 7(n)

STOCK EXCHANGE AGREEMENT

STOCK EXCHANGE AGREEMENT, dated as of February 10, 2004 (this “Agreement”), between IDT Corporation, a Delaware corporation (“IDT Parent”), and Liberty IDTel, Inc., a Delaware corporation (“Liberty IDTel”).

RECITALS

WHEREAS, IDT Parent wishes to acquire all of the shares of Series A Preferred Stock, par value $.01 per share (the “IDTT Series A Preferred Stock”), of IDT Telecom, Inc., a Delaware corporation (“IDTT”), owned by Liberty IDTel (the “Preferred Shares”) in exchange (the “Exchange”) for 469,110 shares of IDT Parent Class B Common Stock, par value $.01 per share (“IDT Parent Class B Common Stock”);

WHEREAS, Liberty IDTel is desirous of making the Exchange (as defined below) on the terms and subject to the conditions set forth herein; and

WHEREAS, it is intended that, for federal income tax purposes, the Exchange shall qualify as a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, for and in consideration of the mutual promises set forth herein, and upon the terms and subject to the conditions hereof, the parties hereto agree as follows:

ARTICLE 1

EXCHANGE

Section 1.01.  Consideration; Closing.

(a)           Sale and Transfer of Shares.  Subject to the terms and conditions of this Agreement, Liberty IDTel shall sell, convey, assign, transfer and deliver to IDT Parent the Preferred Shares, free and clear of all Liens.

(b)           The Purchase Price.  Subject to the terms and conditions of this Agreement, in consideration and exchange for the aforesaid sale, conveyance, assignment, transfer and delivery to IDT Parent of the Preferred Shares, IDT Parent shall deliver to Liberty IDTel 469,110 shares of IDT Parent Class B Common Stock.  In the event of any dividend, distribution, recapitalization, stock split or combination, or similar event with respect to or affecting the IDT Parent Class B Stock after the date hereof and prior to the Closing, the foregoing number of shares of IDT Parent Class B Common Stock shall be appropriately adjusted.  The shares of IDT Parent Class B Common Stock to be delivered to Liberty IDTel pursuant to this Agreement are referred to herein as the “Consideration Shares”).

(c)           Closing.  The consummation of the Exchange and the issuance and delivery of the Consideration Shares by IDT Parent to Liberty IDTel (the “Closing”) will take place at the offices of Baker Botts L.L.P., 30 Rockefeller Plaza, New York, New York, at 10:00 a.m. on the

Business Day that is three (3) Business Days after the date on which the conditions set forth in Article 2 have been fulfilled or, where permissible, waived, or at such other time and place as IDT Parent and Liberty IDTel may agree orally or in writing (the “Closing Date”).  For purposes of this Agreement, “Business Day” means a day other than a Saturday, Sunday or day on which banks in the City of New York are authorized to close.

(d)           Deliveries.  At the Closing:

(i)            Liberty IDTel shall deliver to IDT Parent (i) a certificate from Liberty IDTel dated the Closing Date, executed by an executive officer of Liberty IDTel stating that, to the best knowledge of such executive officer, the representations and warranties of Liberty IDTel set forth in Article 3 of this Agreement are, if specifically qualified by materiality, true and correct and, if not so qualified, true and correct in all material respects, in each case as of the Closing Date, except to the extent such representations and warranties are expressly made as of only an earlier date, (ii) a certificate of the secretary of Liberty IDTel, dated the Closing Date, certifying that all necessary corporate action required to be taken in connection with the execution, delivery and performance of this Agreement has been taken, (iii) a certificate of good standing of Liberty IDTel from the Delaware Secretary of State, as of a date not more than 3 days prior to the Closing Date and (iv) the certificate described in Section 2.03(b) hereof.

(ii)           Liberty IDTel shall deliver all stock certificates representing the Preferred Shares, accompanied by duly executed instruments of transfer in the name of IDT Parent.

(iii)          IDT Parent shall deliver to Liberty IDTel (i) a certificate from IDT Parent, dated the Closing Date, executed by an executive officer of IDT Parent stating that, to the best knowledge of such executive officer, the representations and warranties of IDT Parent set forth in Article 4 and Article 6 of this Agreement are, if specifically qualified by materiality, true and correct and, if not so qualified, true and correct in all material respects, in each case as of the Closing Date, except to the extent such representations and warranties are expressly made as of only an earlier date, (ii) a certificate of the secretary of IDT Parent, dated the Closing Date, certifying that all necessary corporate action required to be taken in connection with the execution, delivery and performance of this Agreement and the Registration Rights Agreement (as defined below) has been taken, (iii) a certificate of good standing of IDT Parent from the Delaware Secretary of State, as of a date not more than 3 days prior to the Closing Date and (iv) the certificate described in Section 2.02(d) hereof.

(iv)          IDT Parent shall deliver a duly executed stock certificate representing the Consideration Shares, executed in proper form and registered in the name of Liberty IDTel, Inc.

(v)           IDT Parent and Liberty IDTel shall execute and exchange the Registration Rights Agreement among IDT Parent and Liberty Media Corporation, Liberty

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IDTel, Microwave Holdings, L.L.C. and Liberty TP Management, Inc., in the form attached hereto as Annex A (the “Registration Rights Agreement”).

Section 1.02.  Tax Effect.  The parties intend that the Exchange shall qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(B) of the Code and that this Agreement shall be and hereby is adopted as a plan of reorganization for purposes of Section 368 of the Code and the Treasury Regulations (as defined herein) thereunder.

ARTICLE 2

CONDITIONS TO CLOSING

Section 2.01.  Conditions to Each Party’s Obligation to Effect the Exchange.  The respective obligations of each party to consummate the Exchange are subject to and conditioned on the satisfaction (or, to the extent permitted by applicable law, waiver) prior to or at the Closing, of each of the following conditions;

(a)           Receipt of IDT Parent Board Approval.  This Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby shall have been approved by the board of directors of IDT Parent in compliance with the applicable requirements of the DGCL (as defined in Section 4.02(b) hereof) (“IDT Board Approval”).

(b)           No Material Adverse Effect.  Since the date of this Agreement, there shall have been no event, occurrence or circumstance which has had, or would reasonably be expected to have, a Material Adverse Effect.

(c)           No Restraints.  No provision of Applicable Law (as defined in Section 3.04), injunction, order or decree of any Governmental Entity (as defined in Section 3.04) shall be in effect which has the effect of making the Exchange or any of the other transactions contemplated hereby illegal or shall otherwise restrain or prohibit the consummation thereof.

Section 2.02.  Conditions of Liberty IDTel to Effect the Exchange.  The obligations of Liberty IDTel consummate the Exchange are subject to and conditioned upon the satisfaction (or, to the extent permitted by applicable law, waiver by Liberty IDTel) prior to or at the Closing, of each of the following conditions:

(a)           Representations and Warranties; Covenants.  The representations and warranties of IDT Parent contained in Article 4 and Article 6 of this Agreement shall, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects, in each case as of the Closing Date, except to the extent such representations and warranties are expressly made as of only an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and all covenants and agreements of IDT Parent contained in this Agreement to be performed on or prior to the Closing Date shall have been performed or complied with, as applicable, in all material respects on or prior to the Closing Date.

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(b)           Registration Rights Agreement.  IDT Parent and Liberty IDTel shall have executed and exchanged the Registration Rights Agreement.

(c)           NYSE Listing.  The Consideration Shares issuable in the Exchange shall have been authorized for listing on the New York Stock Exchange, Inc. (“NYSE”), subject only to official notice of issuance.

(d)           Compliance Certificate.  Liberty IDTel shall have received (i) a certificate from IDT Parent, dated as of the Closing Date, executed by an executive officer of IDT Parent stating that, to the best knowledge of such officer, the conditions set forth in Section 2.01 and this Section 2.02 have been satisfied.

Section 2.03.  Conditions of IDT Parent to Effect the Exchange.  The obligations of IDT Parent to consummate the Exchange are subject to and conditioned upon the satisfaction (or, to the extent permitted by applicable law, waiver by IDT Parent) prior to or at the Closing, of the following conditions:

(a)           Representations and Warranties; Covenants.  The representations and warranties of Liberty IDTel contained in this Agreement shall, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects, in each case as of the Closing Date, except to the extent such representations and warranties are expressly made as of only an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and all covenants and agreements of Liberty IDTel contained in this Agreement to be performed on or prior to the Closing Date shall have been performed or complied with, as applicable, in all material respects on or prior to the Closing Date.

(b)           Compliance Certificate.  IDT Parent shall have received a certificate from Liberty IDTel, dated as of the Closing Date, executed by an executive officer of Liberty IDTel stating that, to the best knowledge of such executive officer, the conditions set forth in Section 2.01 and this Section 2.03 have been satisfied.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF LIBERTY IDTEL

Liberty IDTel represents and warrants to IDT Parent that:

Section 3.01.  Organization, Good Standing and Qualification.  Liberty IDTel is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as currently conducted.  Liberty IDTel is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, lease or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, when taken together with all other such failure, is not reasonably likely to have a material adverse effect upon the business, assets (including intangible assets), financial condition, prospects or

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results of operations of Liberty IDTel or prevent or materially burden or materially impair Liberty IDTel’s ability to perform its obligations hereunder.

Section 3.02.  Title to Preferred Shares; No Liens.  Liberty IDTel is the record owner of the Preferred Shares, and the Preferred Shares are owned free and clear of any mortgage, pledge, lien, security interest, purchase option, call, claim, restriction on transfer, voting restriction, charge or encumbrance of any kind (each, a “Lien”).

Section 3.03.  Corporate Authority.  Liberty IDTel has all requisite corporate power and authority necessary in order to execute, deliver and perform its obligations under this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby.  This Agreement and the Registration Rights Agreement have been approved by the board of directors of Liberty IDTel, and Liberty IDTel has taken all corporate action necessary for the execution, delivery and performance by Liberty IDTel of this Agreement and the Registration Rights Agreement.  Liberty IDTel has duly executed and delivered this Agreement.  This Agreement is a valid and binding agreement of Liberty IDTel, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general equity principles.

Section 3.04.  No Violation; Consents.

(a)           The execution, delivery and performance of this Agreement by Liberty IDTel does not contravene any Applicable Law (as defined below), except for any such contravention that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect upon the business, assets (including intangible assets), financial condition, prospects or results of operations of Liberty IDTel or prevent or materially burden or materially impair Liberty IDTel’s ability to perform its obligations hereunder.  The execution, delivery and performance of this Agreement by Liberty IDTel (x) will not violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under any Contract to which Liberty IDTel is a party or by which its assets is subject, except for such as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect upon the business, assets (including intangible assets), financial condition, prospects or results of operations of Liberty IDTel or prevent or materially burden or materially impair Liberty IDTel’s ability to perform its obligations hereunder and (y) will not conflict with or violate any provision of the Certificate of Incorporation or Bylaws of Liberty IDTel, as in effect on the date hereof.  For purposes of this Agreement, the term “Contract” means any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation.

(b)           Except for filings required to be made by Liberty IDTel’s parent, Liberty Media Corporation (“Liberty Parent”), under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the Closing Date, no consent, authorization or order of, or filing or registration with, any Governmental Entity or other person is required to be obtained or made by Liberty IDTel for the execution and delivery of this Agreement or the consummation by Liberty IDTel of the transactions contemplated hereby, except where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, would not, individually or in the

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aggregate, reasonably be expected to have a material adverse effect upon the business, assets (including intangible assets), financial condition, prospects or results of operations of Liberty IDTel or prevent or materially burden or materially impair Liberty IDTel’s ability to perform its obligations hereunder.  The term “Applicable Law” for purposes of this Agreement means (x) any foreign, United States federal, state or local law, statute, rule, regulation, order, writ, injunction, judgment, decree or permit of any Governmental Entity (as hereinafter defined) and (y) any rule or listing requirement of the NYSE.  The term “Governmental Entity” for purposes of this Agreement means any governmental or regulatory authority, agency, commission, body or other governmental entity or court.

(c)           Liberty IDTel or Liberty Parent has obtained all necessary approvals required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to consummate the transactions contemplated by this Agreement.

Section 3.05.  Litigation.  There are not any (a) outstanding judgments against or affecting Liberty IDTel, or (b) proceedings pending or, to the knowledge of Liberty IDTel, threatened against or affecting Liberty IDTel that (i) in any manner challenge or seek to prevent, enjoin, alter or materially delay the Exchange or (ii) if resolved adversely to Liberty IDTel would prevent or materially burden or materially impair Liberty IDTel’s ability to perform its obligations hereunder.

Section 3.06.  Unregistered Consideration Shares.  Liberty IDTel is aware that the Consideration Shares have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”), that the issuance of the Consideration Shares pursuant to the Exchange is intended to be exempt from registration under the Securities Act and the rules promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and that the Consideration Shares cannot be offered, sold, assigned, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from such registration is available.  Liberty IDTel is also aware that sales or transfers of the Consideration Shares are further restricted by state securities laws and that the certificates for the Consideration Shares will bear the legend referred to in Section 5.05.

Section 3.07.  Suitability of Investment.

(a)           Liberty IDTel is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities Act as presently in effect and is acquiring the Consideration Shares for its own account, or for the account of one or more of its subsidiaries, for investment purposes only and not with a view to the resale or distribution thereof.

(b)           Liberty IDTel will not, directly or indirectly, offer, sell, transfer, assign, exchange or otherwise dispose of all or any part of the Consideration Shares, except in accordance with applicable federal and state securities laws, to the extent applicable, and the provisions of the Registration Rights Agreement.

(c)           Liberty IDTel has such knowledge and experience in financial, business and tax matters that it is capable of evaluating the merits and risks relating to investment in the Consideration Shares and making an investment decision with respect to IDT Parent.

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(d)           Liberty IDTel has been given the opportunity to obtain information and documents relating to IDT Parent and to ask questions of and receive answers from representatives of IDT Parent concerning IDT Parent and the investment in Consideration Shares.

(e)           Liberty IDTel has such knowledge and experience in financial or business matters that it can, and it has, adequately analyzed the risks of an investment in the Consideration Shares and it has determined the Consideration Shares are a suitable investment for Liberty IDTel and that Liberty IDTel is able at this time, and in the foreseeable future, to bear the economic risk of a total loss of its investment in the Consideration Shares.

(f)            Liberty IDTel is aware that there are substantial risks incident to an investment in the Consideration Shares.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF

IDT PARENT

IDT Parent represents and warrants to Liberty IDTel that:

Section 4.01.  Organization, Good Standing and Qualification.  IDT Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as currently conducted.  IDT Parent is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, lease or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, when taken together with all other such failure, is not reasonably likely to have a Material Adverse Effect.  For purposes of this Agreement, “Material Adverse Effect” means a material adverse effect on the financial condition, prospects, properties, assets, business or results of operations of IDT Parent and its subsidiaries taken as a whole; provided, however, that any such effect resulting from any change that affects companies in the telecommunications, Internet or Internet telephony industries generally shall not be considered to be a Material Adverse Effect.

Section 4.02.  Capitalization; No Liens.

The authorized capital stock of IDT Parent consists solely of (i) 100,000,000 shares of common stock, par value $.01 per share, of which 21,009,468 shares are issued and outstanding and 4,065,392 shares are held in treasury, (ii) 35,000,000 shares of Class A common stock, par value $.01 per share, of which 9,816,988 shares are issued and outstanding and none are held in treasury, (iii) 100,000,000 shares of Class B common stock, par value $.01 per share, of which 56,156,853 shares are issued and outstanding and 4,870,898 shares are held in treasury, and 10,000,000 shares of preferred stock, par value $.01 per share, of which none are issued and outstanding and none are held in treasury.

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(a)           Equity Rights and Other Equity-Related Agreements.

(i)            Except as set forth on Schedule 4.02(b)(i) or as specifically disclosed in the Current IDT Reports (as defined below), there are no:

(1)           outstanding options, warrants, agreements, conversion rights, exchange rights, preemptive rights or other rights (whether contingent or not) (collectively, “Equity Rights”) to subscribe for, purchase or acquire any issued or unissued shares of capital stock of IDT Parent or any Significant Subsidiary (as defined below);

(2)           authorized or outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to IDT Parent or any Significant Subsidiary (collectively, “Equity-Based Awards”); or

(3)           securities or instruments containing antidilution or similar provisions that will be triggered by the consummation of the Exchange (collectively, “Antidilution Rights”);

provided, however, that the representations and warranties of IDT Parent and IDT Subsidiary set forth in this Section 4.02(b)(i) shall not be breached by the existence of any Equity Rights, Equity-Based Awards or Antidilution Rights, the existence of which would otherwise constitute a breach of this Section 4.02(b)(i) (collectively, “Undisclosed Rights”), if the exercise of all such Undisclosed Rights as of immediately prior to the Closing (whether or not then immediately exercisable) could not, in the aggregate, result in (x) the issuance of capital stock (or payment of other consideration based on the value of capital stock) representing more than 3% (by value or voting power) of the capital stock of IDT Parent then outstanding, or (y) the issuance of capital stock (or payment of other consideration based on the value of capital stock) representing more than 1% (by value or voting power) of the capital stock of any Significant Subsidiary then outstanding.

(ii)           Except as set forth on Schedule 4.02(b)(ii) or as specifically disclosed in the Current IDT Reports, there are no:

(1)           rights, contracts, commitments or arrangements (contingent or otherwise) obligating IDT Parent or any Significant Subsidiary to either (x) redeem, purchase or otherwise acquire, or offer to purchase, redeem or otherwise acquire, any outstanding shares of, or any outstanding warrants or rights of any kind to acquire any shares of, or any outstanding securities that are convertible into or exchangeable for any shares of, capital stock of IDT Parent or any Significant Subsidiary, or (y) pay any dividend or make any distribution in respect of any shares of, or any outstanding securities that are convertible or exchangeable for any shares of, capital stock of IDT Parent or any Significant Subsidiary;

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(2)           agreements or arrangements under which IDT Parent or any Significant Subsidiary is obligated to register the sale of any of its securities under the Securities Act;

(3)           restrictions upon, or Contracts or understandings of IDT Parent or any Significant Subsidiary, or to the knowledge of IDT Parent, Contracts or understandings of any other person, with respect to the voting or transfer of any shares of capital stock of IDT Parent or any Significant Subsidiary;

(3)           provisions of the Certificate of Incorporation or Bylaws of IDT Parent as currently in effect, and no agreement to which IDT Parent or any subsidiary of IDT Parent is a party or by which IDT Parent or any subsidiary of IDT Parent is bound, that would (x) require the vote of the holders of more than a majority of the voting power of the shares of IDT Parent’s issued and outstanding Common Stock, Class A Common Stock and Class B Common Stock, voting together as a single class, to take or prevent any corporate action, other than those matters requiring a class vote under the DGCL, or (y) entitle any party to nominate or elect any director of IDT Parent or require any of IDT Parent’s stockholders to vote for any such nominee or other person as a director of IDT Parent; or

(4)           rights of first refusal, rights of first offer, rights of co-sale or other similar rights regarding the securities of IDT Parent.

(iii)          For purposes of this Agreement:  (A) the term “Current IDT Reports” means the report of IDT Parent on Form 10-K, as filed with the Securities and Exchange Commission (“SEC”) on October 29, 2003, as amended, and any reports of IDT Parent on Form 10-Q and Form 8-K as filed with the SEC from the period commencing October 30, 2003 and ending on the date of this Agreement; (B) the term “person” means any individual, partnership, corporation, limited liability company, joint venture, association, joint-stock company trust, unincorporated organization, government or agency or political subdivision thereof, or other entity; and (C) the term “Significant Subsidiary” means each of IDT Telecom, Inc., IDTI and IDT Media, Inc.

(b)           IDT Parent has delivered to Liberty IDTel true and complete copies of the Certificate of Incorporation and Bylaws of IDT Parent, as amended to date and in effect on the Closing Date.

(c)           All of the issued and outstanding shares of IDT capital stock are duly authorized, validly issued, fully paid and nonassessable.  All outstanding shares of the capital stock of each subsidiary of IDT Parent beneficially owned by IDT Parent have been validly issued and are fully paid and nonassessable.

(d)           Upon delivery in accordance with the terms of this Agreement and the Exchange, all of the Consideration Shares will be issued from the treasury of IDT Parent and will be validly

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issued, fully paid and nonassessable and free of all Liens.  Upon delivery of the Consideration Shares in accordance with the terms of this Agreement, Liberty IDTel will receive good title to all of the Consideration Shares.  Each of the Consideration Shares, when issued, will be issued in compliance with the requirements of the Securities Act (subject to the accuracy of the representations and warranties of Liberty IDTel set forth in Section 3.07), the NYSE, and applicable state securities laws or exemptions therefrom.

Section 4.03.  Corporate Authority.  IDT Parent has all requisite corporate power and authority to enter into this Agreement and the Registration Rights Agreement, and to perform its obligations hereunder and thereunder, subject to receipt of IDT Board Approval.  The execution, delivery and performance by IDT Parent of this Agreement and the Registration Rights Agreement have been duly authorized by all necessary corporate action on the part of IDT Parent, subject to receipt of IDT Board Approval.  IDT Parent has duly executed and delivered this Agreement and the Registration Rights Agreement.  Subject to receipt of IDT Board Approval, this Agreement is a valid and binding agreement of IDT Parent, enforceable against IDT Parent in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general equity principles.

Section 4.04.  No Violation; Consents.

(a)           The execution, delivery and performance by IDT Parent of this Agreement and the Registration Rights Agreement, and the consummation by IDT Parent of the transactions contemplated hereby and thereby do not and will not contravene any Applicable Law, except for any such contravention that would not, individually or in the aggregate, reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially burden or materially impair the ability of IDT Parent to perform its obligations under this Agreement or the Registration Rights Agreement.  The execution, delivery and performance by IDT Parent of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby (i) will not (A) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any Contract to which IDT Parent is a party or to which its assets are subject, or (B) result in the creation or imposition of any Lien upon any of the assets of IDT Parent, and (ii) will not conflict with or violate any provision of the Certificate of Incorporation or Bylaws of IDT Parent, as in effect on the Closing Date.

(b)           Except for (i) the IDT Board Approval, (ii) filings with the NYSE to list the Consideration Shares, and (iii) filings and approvals contemplated by the terms of the Registration Rights Agreement, no consent, authorization or order of, or filing or registration with, any Governmental Entity or other person is required to be obtained or made by IDT Parent for the execution and delivery of this Agreement and the Registration Rights Agreement or the consummation by IDT Parent of the transactions contemplated hereby or thereby, except where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially burden or materially impair the ability of IDT Parent to perform its obligations hereunder or thereunder.

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Section 4.05.  IDT Reports; Financial Statements.

(a)           IDT Parent has timely filed all reports, registration statements and other filings, together with any amendments or supplements required to be made with respect thereto, that it has been required to file with the SEC under the Securities Act and the Exchange Act.  As of the respective dates of their filing with the SEC, the IDT Reports complied in all material respects with the applicable provisions of the Securities Act and the Exchange Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.  For purposes of this Agreement, “IDT Reports” means all reports, registration statements and other filings made by IDT Parent with the SEC since January 1, 1999 (including exhibits and any amendments thereto and documents incorporated by reference therein).

(b)           Each of the consolidated balance sheets included in or incorporated by reference into the IDT Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of IDT Parent and its subsidiaries as of the date of such balance sheet, and each of the consolidated statements of income, changes in stockholders’ equity, and cash flows included in or incorporated by reference into the IDT Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, cash flows, and changes in stockholders’ equity, as the case may be, of IDT Parent and its subsidiaries for the periods set forth in such statements (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), and in each case has been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied during the periods involved, except as may be noted therein, and in compliance in all material respects with the rules and regulations of the SEC.

Section 4.06.  Absence of Certain Changes.  Except as otherwise expressly disclosed in the Current IDT Reports, since October 31, 2003 there has not been any event or occurrence or any change in the financial condition, properties, business or results of operations of IDT Parent that has had or could reasonably be expected to have a Material Adverse Effect.

Section 4.07.  Litigation.  Except as otherwise expressly disclosed in the Current IDT Reports or as otherwise set forth on Schedule 4.07 hereto, there are not any (a) outstanding judgments against or affecting IDT Parent or any of its subsidiaries, or (b) proceedings pending or, to the knowledge of IDT Parent, threatened against or affecting IDT Parent or any of its subsidiaries that (i) in any manner challenge or seek to prevent, enjoin, alter or materially delay the Exchange or (ii) if resolved adversely to IDT Parent or any of its subsidiaries, would have, individually or in the aggregate, a Material Adverse Effect.

Section 4.08.  Compliance with Laws.  Except as otherwise expressly disclosed in the Current IDT Reports, the business of IDT Parent has not been, and is not being, conducted in violation of any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity, except for violations or possible violations that, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect or prevent or materially burden or materially impair the ability of IDT Parent to perform its obligations under

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this Agreement or the Registration Rights Agreement.  Except as otherwise expressly disclosed in the Current IDT Reports, no investigation or review by any Governmental Entity with respect to IDT Parent or any of its subsidiaries is pending or, to the knowledge of the executive officers of IDT Parent, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or prevent or materially burden or materially impair the ability of IDT Parent to perform its obligations under this Agreement or the Registration Rights Agreement.

Section 4.09.  Permits and Licenses.  IDT Parent and its subsidiaries have obtained all governmental permits, licenses, franchises and authorizations required for IDT Parent and its subsidiaries to conduct their respective businesses as currently conducted, except as otherwise expressly disclosed in the Current IDT Reports and except for those the failure of which to be obtained would not have a Material Adverse Effect.

Section 4.10.  Intellectual Property, etc.  Except as otherwise expressly disclosed in the Current IDT Reports, IDT Parent and its subsidiaries have taken all reasonable efforts to ensure that they have, and have no reason to believe that they do not have, all right, title and interest in, or a valid and binding license to use, all IDT Intellectual Property (as hereinafter defined).  IDT Parent and its subsidiaries (i) have not defaulted in any material respect under any license to use any IDT Intellectual Property, (ii) are not the subject of any proceeding or litigation for infringement of any third party intellectual property, except for the proceedings disclosed in IDT Reports filed and publicly available prior to the date hereof, which proceedings IDT Parent believes are without merit, (iii) have no knowledge of circumstances that would be reasonably expected to cause the loss or impairment of any IDT Intellectual Property, other than a default, proceeding, litigation, loss or impairment that is not having or would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.  IDT Parent and its subsidiaries have from time to time received correspondence from third parties alleging that intellectual property rights purportedly owned by said third parties have been violated by IDT Parent or its subsidiaries.  IDT Parent and its subsidiaries have also received correspondence asserting that a license may be necessary to avoid alleged violation of third party rights, none of which assertions or allegations has had or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, except as otherwise expressly disclosed in the Current IDT Reports.  For purposes of this Agreement “IDT Intellectual Property” means patents and patent rights, trademark and trademark rights, tradenames and tradename rights, service marks and service mark rights, copyrights and copyright rights, trade secret and trade secret rights, and other intellectual property rights, and all pending applications for and registration of any of the foregoing that are used in the conduct of the business of IDT Parent or its subsidiaries as presently conducted.

Section 4.11.  Private Offering.  Based, in part, on Liberty IDTel’s representations in Article 3 hereof, the offer and sale of the Consideration Shares is exempt from the registration and prospectus delivery requirements of the Securities Act.  Neither IDT Parent, nor anyone acting on its behalf, has offered or sold or will offer or sell any securities, or has taken or will take any other action (including without limitation any offering of any securities of IDT Parent) under circumstances that would require, under the Securities Act, the integration of such offering

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with the offering and sale of the Consideration Shares, that would subject the issuance of the Consideration Shares to the registration provisions of the Securities Act.

Section 4.12.  Business Combination Statutes.  None of Liberty IDTel, IDT Parent, or any of their respective “affiliates” and “associates” (as such terms are defined in Section 203 of the DGCL or any comparable business combination statute of any applicable jurisdiction) shall as a result of the execution of this Agreement or consummation of the Exchange, be subject to any of the restrictions of Section 203 of the DGCL, or any similar provisions of Applicable Law with respect to IDT Parent or any of IDT Parent’s direct or indirect subsidiaries any of the shares of which are publicly traded.

Section 4.13.  Preferred Shares.  On the date hereof.  IDTT is in full compliance with the terms of the IDTT Preferred Stock.  As of December 31, 2003, the aggregate liquidation preference, plus all accrued but unpaid dividends on the Preferred Shares not already included in the liquidation preference, was equal to $9,455,404.11.  The execution, delivery and performance of this Agreement by IDT Parent will not violate or contravene any provision of the certificate of incorporation or bylaws of IDTT (in each case as amended to the date hereof), and no vote, consent or approval of any shareholder of IDTT (other than Liberty IDTel) or any third party is required to be obtained, and no prior notice to any shareholder of IDTT or any third party is required to be given, in connection herewith.

ARTICLE 5

COVENANTS

The parties hereto agree that:

Section 5.01.  IDT Board Approval.  IDT Parent shall as soon as reasonably practicable seek to obtain IDT Board Approval necessary to consummate the transactions contemplated by this Agreement and the Registration Rights Agreement.

Section 5.02.  NYSE Listing.  IDT Parent will use its reasonable best efforts to cause the Consideration Shares to be listed on the NYSE upon the issuance of such shares pursuant to the Exchange.

Section 5.03.  Compliance with Conditions; Commercially Reasonable Efforts.  Each party hereto shall in good faith use all commercially reasonable efforts to cause all of the obligations imposed upon it in this Agreement to be duly complied with, and (i) in the case of IDT Parent, to cause each of the conditions precedent in Section 2.01 and Section 2.02 to be satisfied, and (ii) in the case of Liberty IDTel, to cause each of the conditions precedent in Section 2.03 hereof to be satisfied.  Upon the terms and subject to the conditions of this Agreement, the parties will in good faith use all commercially reasonably efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable consistent with Applicable Law to consummate and make effective in the most expeditious manner practicable the Exchange in accordance with the terms of this Agreement.

Section 5.04.  Confidentiality.  Unless otherwise agreed to in writing by the parties hereto, each party hereto will, and will cause its affiliates, directors, officers, managers,

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employees and agents (such affiliates and other persons being collectively referred to as “Representatives”), to (i) keep all Confidential Information of the other parties hereto confidential and not disclose or reveal any such Confidential Information to any person other than those Representatives who are participating in effecting the Exchange or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing their respective rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the other parties hereto.  In the event that a party hereto (the “Disclosing Party”) is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of another party hereto (a “Protected Party”), such Disclosing Party shall provide the Protected Party with prompt notice of such request(s) so that the Protected Party may seek an appropriate protective order.  The obligations of the parties hereunder with respect to Confidential Information that (i) is disclosed to a third party with the Protected Party’s written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the disclosing party’s compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order.  If a Disclosing Party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it will not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event will such Disclosing Party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence, in which event it will be liable in damages for the lost profits of the Protected Party resulting directly and solely from such disclosure.  In the event this Agreement is terminated, each party will, if so requested by the other party hereto, promptly return or destroy all of the Confidential Information of the requesting party, including all copies, reproductions, summaries, analyses or extracts thereof or based thereon in the possession of its Representatives; provided, however, that no party will be required to return or cause to be returned summaries, analyses or extracts prepared by it or its Representatives, but will destroy (or cause to be destroyed) the same upon request of the other party hereto.  The confidentiality obligations of the parties contained in this Section 5.04 shall survive until the third anniversary of the date of this Agreement.For purposes of this Section 5.04, “Confidential Information” with respect any party hereto means all confidential and proprietary information about such party and its subsidiaries that is furnished by it or its agents or representatives to another party hereto or its representatives, regardless of the manner in which it is furnished, in connection with the transactions contemplated hereby.  “Confidential Information” does not include, however, information which (i) has been or in the future is published or is now or in the future is otherwise in the public domain through no fault of any party hereto or its representatives, (b) was available to any other party hereto or its representatives on a non-confidential basis prior to its disclosure by the disclosing party, (c) becomes available to another party hereto or its representatives on a non-confidential basis from a person other than a party hereto or its representatives or agents, who is not otherwise bound by a confidentiality agreement with the party to which the information relates, or such party’s representatives or agents, or is not otherwise prohibited from transmitting the information to another party or its representatives, (d) is independently developed by another party hereto or its representatives through persons who have not had, either

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directly or indirectly, access to or knowledge of such information or (e) is required to be publicly disclosed by a party or its affiliates pursuant to applicable federal or state securities laws or requirements of the NYSE.

Section 5.05.  Transfer Limitations; 1933 Act Legend.

(a)           Each certificate representing Consideration Shares shall bear a legend substantially in the following form:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER THE SECURITIES ACT OR, EXCEPT AS OTHERWISE PERMITTED PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IDT CORPORATION IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.”

(b)           The foregoing legend shall be removed from the certificates representing any Consideration Shares, at the request of the holder thereof, at such time as (i) such shares are sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act, (ii) such shares become eligible for resale pursuant to Rule 144(k), or (iii) an opinion of counsel reasonably satisfactory to IDT Parent is obtained to the effect that such legend is not required.

Section 5.06.  Public Announcements.  Unless otherwise required by applicable law or by obligations pursuant to any listing agreement with or rules of the NYSE, each party shall use commercially reasonable efforts to consult with, and use commercially reasonable efforts to accommodate the comments of the other parties before issuing any press release or otherwise making any public statement with respect to this Agreement or the transactions contemplated hereby.

Section 5.07.  Notification of Certain Matters.  Between the date hereof and the Closing Date, each party will give prompt notice in writing to the other parties of:  (i) any information that indicates that any of its representations or warranties contained herein was not true and correct as of the date hereof or will not be true and correct at and as of the Closing Date with the same force and effect as if made at and as of the Closing Date (except for changes permitted or contemplated by this Agreement), (ii) the occurrence of any event which will result, or has a reasonable prospect of resulting in, the failure of any condition specified in Article 2 hereof, and (iii) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or that such transactions otherwise may violate the rights of or confer remedies upon such third party.

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ARTICLE 6

TAX MATTERS

Section 6.01.  Tax Definitions.  The following terms, as used in this Article 6, have the following meanings:

“Control” means the ownership of stock possessing at least 80% of the total combined voting power of all classes of stock entitled to vote and at least 80% of the total number of shares of each other class of stock of the corporation.

“Final Determination” means (i) any final determination of liability in respect of a Tax that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise (including the expiration of a statute of limitations or a period for the filing of claims for refunds, amended Returns or appeals from adverse determinations), including a “determination” as defined in Section 1313(a) of the Code or execution of an Internal Revenue Service Form 870AD or (ii) the payment of Tax by IDT Parent, Liberty IDTel or any of their respective Affiliates, whichever is responsible for payment of such Tax under applicable law, with respect to any item disallowed or adjusted by a Taxing Authority (as defined herein), provided that such responsible party determines that no action should be taken to recoup such payment and the other party agrees.

“Returns” means all returns, statements, reports, and forms (including estimated tax or information returns and reports) relating to, or required to be filed in connection with, any Taxes.

“Tax” means any tax, governmental fee or other like assessment or charge of any kind whatsoever (including, but not limited to, withholding on amounts paid to or by any person), together with any interest, penalty, addition to tax or additional amount imposed by any governmental authority (a “Taxing Authority”) responsible for the imposition of any such tax (domestic or foreign), and any liability for any of the foregoing as transferee.

“Treasury Regulations” means the regulations promulgated under the Code in effect on the date hereof and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.

Section 6.02.  Purchase Price Adjustment.  Any amount paid by IDT Parent or Liberty IDTel under Article 7 hereof will be treated as an adjustment to the consideration delivered in the Exchange unless a Final Determination or change in applicable law (including a revenue ruling or other similar pronouncement) causes any such amount not to constitute an adjustment to the consideration delivered in the Exchange for any applicable Tax purposes.

Section 6.03.  IDT Parent Representations, Warranties, Covenants, and Indemnification.

(a)           Representations and Warranties.  IDT Parent represents and warrants to Liberty IDTel as of the date hereof and as of the Closing Date that:

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(i)            IDTT has no authorized and outstanding capital stock other than common stock, par value $.01 per share, and IDTT Series A Preferred Stock, par value $.01 per share.

(ii)           As part of the same plan as the Exchange, and except as contemplated by this Agreement, neither IDT Parent nor any of its Affiliates (including, without limitation, IDTT) has, either directly or through any transaction, agreement or arrangement with any other person, (x) acquired any shares of IDTT capital stock, (y) assumed any liabilities of any IDTT stockholders, or (z) redeemed, or made a distribution with respect to, any IDTT capital stock.  For purposes of this Agreement, the term “Affiliate” shall mean, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with the first such person or entity.

(iii)          As part of the same plan as the Exchange, IDTT has not issued any shares of IDTT capital stock.

(iv)          IDTT does not have outstanding any warrants, options, convertible securities, or any other type of right pursuant to which any person could acquire IDTT capital stock that, if exercised or converted, would affect IDT Parent’s acquisition or retention directly of Control of IDTT, within the meaning of Section 368(c) of the Code.

(v)           Immediately after the Exchange, IDT Parent will own directly an amount of IDTT capital stock representing Control of IDTT, within the meaning of Section 368(c) of the Code.

(vi)          IDTT has no plan or intention, and IDT Parent and its Affiliates have no plan or intention to cause IDTT, to issue additional shares of IDTT capital stock that would result in IDT Parent losing direct Control of IDTT.

(vii)         Except for IDTT capital stock owned by IDT Parent, IDT Parent does not own indirectly any capital stock of IDTT.

(viii)        Neither IDT Parent, nor any person related to IDT Parent within the meaning of Section 1.368-1(e)(3) of the Treasury Regulations, has any plan or intention to redeem, purchase, exchange or otherwise acquire any of the Consideration Shares issued in the Exchange, either directly or through any partnership or other transaction, agreement or arrangement with any other person, other than pursuant to open market purchases as part of a general stock buy back program in which the sellers are anonymous.

(ix)           As part of the same plan as the Exchange, IDT Parent or a member of IDT Parent’s qualified group of corporations (as defined in Treasury Regulations Section 1.368-1(d)(4)(ii)) will continue IDTT’s “historic business” or use a “significant portion” of IDTT’s “historic business assets” in a business, as such terms are defined in Treasury Regulations Section 1.368-1(d)(2) and (3).  No assets of IDTT have been sold, transferred or otherwise disposed of which would prevent IDT Parent or a member of IDT Parent’s qualified group of corporations (as defined in Treasury Regulations Section 1.368-

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1(d)(4)(ii)) from continuing IDTT’s “historic business” or from using a “significant portion” of IDTT’s “historic business assets” in a business following the Exchange, as such terms are defined in Treasury Regulations Section 1.368-1(d)(2) and (3).

(x)            IDTT has no plan or intention, and IDT Parent and its Affiliates have no plan or intention to cause IDTT, to:  (i) liquidate; (ii) merge with or into another corporation or entity; or (iii) sell or otherwise dispose of any of its assets, except for dispositions made in the ordinary course of business.

(xi)           IDT Parent has no plan or intention to:  (i) liquidate; (ii) merge with or into another corporation or entity; or (iii) sell or otherwise dispose of all or substantially all of its assets.

(xii)          As part of the same plan as the Exchange, neither IDT Parent nor any of its Affiliates has any plan or intention to sell, exchange or otherwise transfer any shares of IDTT capital stock, except for transfers that are described in Section 1.368-2(k) of the Treasury Regulations.

(xiii)         There is no intercorporate indebtedness existing between IDT Parent (or any of its Affiliates other than IDTT) and IDTT that was issued, acquired or will be settled at a discount.

(xiv)        IDT Parent is not an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.

(xv)         Neither IDT Parent nor IDTT is under the jurisdiction of a court in a case under Title 11 of the United States Code, or a receivership, foreclosure, or similar proceeding in a federal or state court.

(b)           Covenants.

(i)            IDT Parent and its Affiliates will comply with all record-keeping and reporting requirements applicable to the Exchange set forth in Treasury Regulation Section 1.368-3.

(ii)           Neither IDT Parent nor any of its Affiliates will take any position on any federal, state, local or foreign income or franchise Return, or take any other Tax reporting position that is inconsistent with the treatment of the Exchange as a reorganization within the meaning of Section 368(a)(1)(B) of the Code, unless otherwise required by a Final Determination.

(iii)          Neither IDT Parent nor any of its Affiliates will take or cause to be taken (or fail to take or cause not to be taken) any action that would reasonably be expected to cause the Exchange to fail to qualify as a reorganization within the meaning of Section 368(a)(1)(B) of the Code.

Section 6.04.  Survival.  Notwithstanding anything in this Agreement to the contrary, (a) the representations and warranties of the parties contained in this Article 6 shall survive for the

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full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof), and (b) the covenants and agreements of the parties in this Article 6 will survive the Closing without limitation unless otherwise contemplated by their terms.

ARTICLE 7

INDEMNIFICATION

Section 7.01.  Indemnification by IDT Parent.  IDT Parent covenants and agrees to defend, indemnify and save and hold harmless Liberty IDTel, together with its officers, directors, partners, shareholders, employees, trustees, affiliates (within the meaning of Rule 405 of the SEC under the Securities Act), beneficial owners, attorneys and representatives from and against any and all losses, costs, expenses, liabilities, claims or legal damages (including without limitation, reasonable fees and disbursements of counsel and accountants and other costs and expenses incident to any actual or threatened claim, suit, action or proceeding, whether incurred in connection with a claim against Liberty IDTel, or a third party claim) arising out of or resulting from (i) any inaccuracy in or breach of any representation, warranty, covenant or agreement made by IDT Parent in this Agreement or in any writing delivered pursuant to this Agreement (other than in respect of any representation or warranty made pursuant to Article 6 hereof, as to which this Section 7.01 shall not apply), and (ii) the failure of IDT Parent to perform or observe fully any covenant, agreement or provisions to be performed or observed by it pursuant to this Agreement (other than any covenant, agreement or provision made pursuant to Article 6 of this Agreement, as to which this Section 7.01 shall not apply); provided, that the indemnity agreement contained in this Section 7.01 shall not apply to amounts paid in settlement of any such loss, claims, damage, liability or action if such settlement is effected without the consent of IDT Parent (which consent shall not be unreasonably withheld).  Notwithstanding any language to the contrary contained in this Agreement, IDT Parent shall not be liable for indemnification payments pursuant to this Section 7.01 in excess of $9.5 million; provided, however, that there shall be no limit on indemnification amounts payable to Liberty IDTel for any breach of the representations and warranties contained in Section 4.02(c), (d) or (e) hereof.

Section 7.02.  Indemnification by Liberty IDTel.  Liberty IDTel covenants and agrees to defend, indemnify and save and hold harmless IDT Parent and its officers, directors, partners, shareholders, employees, trustees, affiliates (within the meaning of Rule 405 of the SEC under the Securities Act), beneficial owners, attorneys and representatives from and against any and all losses, costs, expenses, liabilities, claims or legal damages (including without limitation, reasonable fees and disbursements of counsel and accountants and other costs and expenses incident to any actual or threatened claim, suit, action or proceeding, whether incurred in connection with a claim against IDT Parent, or a third party claim) arising out of or resulting from (i) any inaccuracy in or breach of any representation, warranty, covenant or agreement made by Liberty IDTel in this Agreement or in any writing delivered pursuant to this Agreement (other than in respect of any representation or warranty made pursuant to Article 6 hereof, as to which this Section 7.02 shall not apply), and (ii) the failure of Liberty IDTel to perform or observe fully any covenant, agreement or provisions to be performed or observed by it pursuant to this Agreement (other than any covenant, agreement or provision made pursuant to Article 6 of this Agreement, as to which this Section 7.02 shall not apply); provided, that the indemnity agreement contained in this Section 7.02 shall not apply to amounts paid in settlement of any

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such loss, claims, damage, liability or action if such settlement is effected without the consent of Liberty IDTel (which consent shall not be unreasonably withheld).  Notwithstanding any language to the contrary contained in this Agreement, Liberty IDTel shall not be liable for indemnification payments pursuant to this Section 7.02 in excess of $9.5 million; provided, however, that there shall be no limit on the amounts payable for a breach of the representations and warranties made by Liberty IDTel contained in Section 3.02 hereof.

Section 7.03.  Procedure.  Each party or person entitled to be indemnified pursuant to this Article 7 (each, an “Indemnified Person”), shall notify the other parties in writing of any action against such Indemnified Person in respect of which the other party is or may be obligated to provide indemnification on account of this Article 7, promptly after the receipt of notice of such action.  The failure of any Indemnified Person so to notify the other parties of any such action shall not relieve such other party from any liability which it may have to such Indemnified Person, except to the extent the other party shall have been materially prejudiced by the failure of such Indemnified Person so to notify it, pursuant to this Section 7.03.  In case any such action shall be brought against any Indemnified Person and it shall notify the other parties of the commencement thereof, the other parties shall be entitled to participate in the defense thereof and, to the extent that any such other party may wish to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person, and after notice from it to such Indemnified Person of its election so to assume the defense thereof, such other party will not be liable to such Indemnified Person under this Article 7 for any legal or other expense subsequently incurred by such Indemnified Person in connection with the defense thereof, nor for any settlement thereof entered into without the consent of such other party; provided, however, that (i) if the other party shall elect not to assume the defense of such claim or action or (ii) if the Indemnified Person reasonably determines (x) that there may be a conflict between the positions of the other party and of the Indemnified Person in defending such claim or action or (y) that there may be legal defenses available to such Indemnified Person different from or in addition to those available to the other party, then separate counsel for the Indemnified Person shall be entitled to participate in and conduct the defense, in the case of (i) and (ii)(x), or such different defenses, in the case of (ii)(y), and the other party shall be liable for any reasonable legal or other expenses incurred by the Indemnified Person in connection with the defense.

Section 7.04.  Exclusivity of Remedy.  The indemnification provisions set forth in this Article 7 are the sole and exclusive remedy for breach of any and all representations and warranties contained in this Agreement; provided, however, that the foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy any party may have for a breach of any and all covenants and agreements contained in this Agreement.  Notwithstanding anything in this Agreement to the contrary, neither Liberty IDTel nor IDT Parent shall be liable to the other for any consequential, indirect, special or incidental damages under any provision of this Agreement or for any consequential, indirect, special or indirect damages arising out of any act or failure to act hereunder, even if such party has been advised of or has foreseen the possibility of such damages.

Section 7.05.  Certain Limitations.  The indemnification obligations of the parties hereto with respect to claims asserted for any breach of a representation or warranty set forth in Article 3 or 4 hereof prior to expiration of the survival period applicable to such representation or warranty shall survive until such claims are finally adjudicated or otherwise resolved.

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Section 7.06.  Method of Payment for Certain Indemnification Payments.  Any indemnification payments to be made by IDT Parent pursuant to Section 7.01 of this Agreement shall be made by delivering shares of IDT Parent Class B Common Stock.  Any shares of IDT Class B Common Stock to be delivered pursuant to this Section 7.06 shall be valued based on the weighted average (based on trading volume) of the daily closing prices (as of 4:00 p.m. eastern time) per share of IDT Class B Common Stock as reported on the NYSE (as published in the Wall Street Journal, or if not published therein or incorrectly published therein, in another authoritative source mutually selected by IDT Parent and Liberty IDTel) for the twenty consecutive trading days ending on the second trading day prior to the date on which such indemnification payment is made by IDT Parent.  All such shares of IDT Class B Common Stock so delivered pursuant to this Section 7.06 shall be duly authorized, fully paid, and non-assessable and shall not be subject to any Liens.

ARTICLE 8

Section 8.01.  Termination.

(a)           This Agreement may be terminated and the Exchange may be abandoned at any time prior to the Closing of the Exchange: (i) by mutual written agreement of Liberty IDTel and IDT Parent, at any time prior to the Closing Date; (ii) by Liberty IDTel, at any time after February 13, 2004, unless prior thereto the IDT Board Approval has not been obtained; or (iii) by Liberty IDTel or IDT Parent if the Closing has not occurred on or prior to February 27, 2004 (the “Outside Date”), or if any Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other action having the effect of permanently restraining, enjoining or otherwise prohibiting the Exchange, provided, that the right to terminate this Agreement pursuant to the foregoing clause (iii) shall not be available to any party whose failure to fulfill any obligation under this Agreement was the cause of or resulted in the failure of the Closing to occur by the Outside Date.  Any party desiring to terminate this Agreement shall promptly give notice of such termination to the other parties hereto.

(b)           If this Agreement is terminated as permitted by Section 8.01(a), such termination shall be without liability of any part (or any stockholder, director, officer, partner, employee, agent, consultant or representative of such party) to any other party to this Agreement, provided that if such termination shall result from the willful (i) failure of any party to fulfill a condition to the performance of the obligations of the other party, (ii) failure to perform a covenant made by it in this Agreement or (iii) breach by any party hereto of any of its representations or warranties contained herein, such failing or breaching party shall be fully liable for any and all losses (excluding consequential damages) incurred or suffered by the other party as a result of such failure or breach.  The provisions of this Article 8 and of Sections 5.04, 5.06 and 9.03 shall survive any termination of this Agreement.

ARTICLE 9

MISCELLANEOUS

Section 9.01.  Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and

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assigns.  This Agreement may not be assigned by any party hereto without the prior written consent of the other parties hereto and the attempted or purported assignment shall be void.  Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Section 9.02.  Survival.  Except as expressly provided otherwise herein, and subject to Section 6.04 hereof, the representations, warranties, covenants and agreements of the parties set forth in this Agreement shall survive for a period of three years after the Closing Date; provided, however, that the representations and warranties set forth in Section 4.02(e) hereof and the agreements set forth in Section 7.06 hereof shall survive indefinitely.

Section 9.03.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law thereof.

Section 9.04.  Counterparts; Effectiveness.  This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed to constitute one and the same instrument.  Signature pages from separate identical counterparts may be combined with the same effect as if the parties signing such signature page had signed the same counterpart.  This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

Section 9.05.  Captions and Headings.  The captions and headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

Section 9.06.  Notices.  Unless otherwise provided herein, any notice or other communication required or permitted to be given or effected under this Agreement shall be in writing and shall be deemed effective upon personal or facsimile delivery to the party to be notified or one Business Day after deposit with an internationally recognized courier service, delivery fees prepaid, or three Business Days after deposit with the U.S. mail, return receipt requested, postage prepaid, and in each case, addressed to the party to be notified at the following respective addresses, or at such other addresses or to such other parties as may be designated by written notice by the parties hereto, provided that any notice of change of address shall be deemed effective only upon receipt:

If to IDT Parent, to:

IDT Corporation

520 Broad Street

Newark, New Jersey  07102

Attn:  Ely Tendler

Telephone:  (973) 438-3616

Fax:  (973) 438-1616

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with a copy to:

McDermott, Will & Emery

50 Rockefeller Plaza

New York, New York  10020

Attn:  Mark Selinger

Telephone:  (212) 547-5438

Fax:  (212) 547-5444

If to Liberty IDTel, to:

Liberty IDTel, Inc.

c/o Liberty Media Corporation

12300 Liberty Boulevard

Englewood, Colorado 80112

Attn:  Charles Y. Tanabe

Telephone:  (720) 875-5400

Fax:  (720) 875-5858

with a copy to:

Baker Botts, L.L.P.

30 Rockefeller Plaza

New York, New York 10112-4998

Attn:  Robert W. Murray Jr.

Telephone:  (212) 408-2500

Fax:  (212) 408-2501

Section 9.07.  Amendments and Waivers.  All terms of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance or either retroactively or prospectively), only with the written consent of each of Liberty IDTel and IDT Parent.  Any amendment or waiver effected in accordance with this Section 9.07 shall be binding upon each party to this Agreement.

Section 9.08.  Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

Section 9.09.  Entire Agreement.  This Agreement (and the Exhibits and Schedules hereto) and the Registration Rights Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements, understanding and discussions among the parties with respect thereto.

Section 9.10.  Specific Enforcement.  The parties hereto agree that irreparable harm would occur in the event that any provision of this Agreement were not performed in accordance

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with its specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which the parties are entitled at law or in equity.

Section 9.11.  Expenses.  All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 9.12.  Waiver of Jury Trial.  EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  THIS SECTION 9.12 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS.  EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATION TO (OR ASSIGNMENTS OF) THIS AGREEMENT.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.

[Signature page immediately follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed.

LIBERTY IDTEL, INC.
By:	/s/ Albert Rosenthaler
	Name:	Albert Rosenthaler
	Title:	Senior Vice President
IDT CORPORATION
By:	/s/ Howard Jonas
	Name:	Howard Jonas
	Title:	Chairman and Director

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EX-7.(O)

Exhibit 7(o)

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 3, 2004, by and among IDT Corporation, a Delaware corporation (the “Company”), and Liberty Media Corporation, a Delaware corporation (“Liberty Parent”), Microwave Holdings, L.L.C., a Delaware limited liability company (“Microwave Holdings”), Liberty TP Management, Inc., a Delaware corporation (“LTPM”), and Liberty IDTel, Inc., a Delaware corporation (“LIDTel” and, together with Liberty Parent, Microwave Holdings and LTPM, the “Stockholders”).

WHEREAS, the Company and Liberty Parent, among others, have entered into an Agreement and Plan of Merger, dated as of February 10, 2004 (the “Merger Agreement”), pursuant to which Liberty Parent, Microwave Holdings and LTPM are to receive, in the aggregate, 2,753,676 shares of the Company’s Class B common stock, par value $.01 per share (the “Class B Common Stock”), in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”);

WHEREAS, the Company and LIDTel have entered into a Stock Exchange Agreement, dated the date hereof (the “Stock Exchange Agreement”), pursuant to which LIDTel is to receive 469,110 shares of Class B Common Stock in a transaction exempt from the registration requirements of the Act; and

WHEREAS, to induce Liberty Parent to enter into the Merger Agreement and LIDTel to enter into the Stock Exchange Agreement, the Company is entering into this Agreement with the Stockholders.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Section 1.Definitions.  For the purposes of this Agreement:

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Affiliate” means, with respect to any person, any other person directly or indirectly controlling, controlled by or under common control with the first such person.

“Financial Institution” means a broker-dealer registered under Section 15(b) of the 1934 Act or an Affiliate thereof or any other financial institution or third party.

“Holder” means a holder of Registrable Securities.

“Initial Number” means the number of shares of Class B Common Stock initially issued by the Company to the Stockholders pursuant to the Merger Agreement and the Stock Exchange Agreement (appropriately adjusted for stock splits, stock dividends, reverse stock splits and other similar events affecting the Class B Common Stock).

“person” means any individual, partnership, corporation, limited liability

company, joint venture, association, joint-stock company, trust, unincorporated organization, government or agency or political subdivision thereof, or other entity.

“register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement (including a shelf registration statement pursuant to Rule 415 promulgated under the Act (“Rule 415”)) in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement.

“Registrable Securities” means the shares of Class B Common Stock issued to the Stockholders pursuant to the Merger Agreement, the Stock Exchange Agreement and Section 2.8 of this Agreement, as adjusted for stock splits, stock dividends, reverse stock splits and other similar events affecting the Class B Common Stock or shares of Class B Common Stock sold short in respect of the foregoing; provided, however, that such securities shall cease to be Registrable Securities when and to the extent that (i) such securities have been sold pursuant to an effective registration statement under the Act, (ii) such securities have become eligible for resale pursuant to Rule 144(k) promulgated under the Act (or any similar provision then in force) or (iii) such securities have ceased to be outstanding.

Section 2.Registration Rights.

2.1(a) Registration Upon Demand.  At any time after the date hereof, one or more Holders that in the aggregate beneficially own at least 20% of the Registrable Securities then outstanding may make a demand that the Company effect the registration of all or part of such Holders’ Registrable Securities (a “Demand Registration”), which Demand Registration may include, at the option of such Holder(s), a registration for an offering of Registrable Securities to be made on a continuous or delayed basis pursuant to Rule 415.  Upon receipt of a valid request for a Demand Registration, the Company shall promptly, and in any event no later than 15 days after such receipt, notify each other Holder of the making of such demand, and each such other Holder shall have 5 business days after receipt of such notice to notify the Company as to whether it wishes to participate in such Demand Registration (and such notice shall not be deemed a request for a Demand Registration), and the Company shall use its reasonable efforts to register under the Act as expeditiously as may be practicable the Registrable Securities which Holders have requested the Company to register in accordance with this Section 2.1.  Notwithstanding the foregoing, the Company shall only be required to effect a registration if the number of Registrable Securities that the Company shall have been requested to register shall, in the aggregate, (i) represent at least 20% of the Initial Number or (ii) represent all of the Registrable Securities then held by all Holders.  The Holders shall together have the right to two (2) Demand Registrations pursuant to this Section 2.1(a); provided, however, that a Demand Registration shall not be deemed to have occurred if a registration has not been effected in accordance with Section 2.1(b) below or if more than 25% of the Registrable Securities sought to be included by Holders in a Demand Registration are excluded from such registration pursuant to Section 2.6 below.

(b)Effective Registration Statement.  A registration requested pursuant to Section 2.1(a) hereof shall not be deemed to have been effected (i) if a registration statement with respect thereto has not been declared effective by the Securities and Exchange Commission (“SEC”), (ii) if after it has become effective and prior to the date ninety (90) days after the

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effective date, such registration is materially interfered with by any stop order, injunction or similar order or requirement of the SEC or other governmental agency or court for any reason not attributable to the fault of any of the Holders, or (iii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of a Holder to perform its obligations under such underwriting agreement.

(c)Piggyback Registration.  If the Company proposes to file a registration statement under the Act with respect to an offering of its equity securities for its own account or for the account of another person or entity (other than a registration statement on Form S-4 or S-8 (or any substitute forms that may be adopted by the SEC)), the Company shall give written notice of such proposed filing to the Holders at the address set forth in the share register of the Company as soon as reasonably practicable (but in no event less than 7 business days before the anticipated filing date), undertaking to provide each Holder the opportunity to register on the same terms and conditions such amount of Registrable Securities as such Holder may request (a “Piggyback Registration”).  Each Holder will have 5 business days after receipt of any such notice to notify the Company as to whether it wishes to participate in a Piggyback Registration (which notice shall not be deemed to be a request for a Demand Registration).  If the registration statement is filed on behalf of a person other than the Company, the Company will use its reasonable best efforts to have the Registrable Securities that the Holders wish to sell included in the registration statement.  If the Company or the person for whose account such offering is being made shall determine in its sole discretion not to register or to delay the proposed offering, the Company may, at its election, provide written notice of such determination to the Holders and (i) in the case of a determination not to effect the proposed offering, shall thereupon be relieved of the obligation to register such Registrable Securities in connection therewith and (ii) in the case of a determination to delay a proposed offering, shall thereupon be permitted to delay registering such Registrable Securities for the same period as the delay in respect of the proposed offering.

If the Registrable Securities requested to be included in the Piggyback Registration by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter for such offering advises the Company that due to such differences the inclusion of such Registrable Securities would cause a material adverse effect on the price of the offering (a “Material Adverse Effect”), then (x) the number of such Holders’ Registrable Securities to be included in the Piggyback Registration shall be reduced to an amount which, in the opinion of the managing underwriter, would eliminate such Material Adverse Effect or (y) if no such reduction would, in the opinion of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities from such Piggyback Registration, provided, that no other securities of such type are included and offered for the account of any other person in such Piggyback Registration. Any partial reduction in number of Registrable Securities of any Holder to be included in the Piggyback Registration pursuant to clause (x) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder’s requested securities bears to the total number of securities requested to be included in such Piggyback Registration by all persons other than the Company who have the contractual right to request that their securities be included in such registration statement and who have requested that their securities be included. If the Registrable Securities requested to be included in the registration statement

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are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Securities would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested securities bears to the total number of securities requested to be included in such registration statement by all persons (other than any persons initiating such registration request) who have the contractual right to request that their securities be included in such registration statement and who have requested their securities be included. If the Company initiated the registration, then the Company may include all of its securities in such registration statement before any such Holder’s requested securities are included. If another securityholder initiated the registration, then the Company may not include any of its securities in such registration statement unless all Registrable Securities requested to be included in the registration statement by all Holders are included in such registration statement. If as a result of the provisions of this Section 2.1(c) any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such registration statement prior to its effectiveness.

2.2Blackout Periods for Holders.  If the board of directors of the Company determines in good faith that the registration of Registrable Securities pursuant to Section  2.1(a) hereof (or the use of a registration statement or related prospectus) would be materially detrimental to the Company or its shareholders because such filing would require disclosure of material non-public information or would materially interfere with the Company’s financing plans, and therefore the board of directors determines that it is in the Company’s best interest to defer the filing of the registration statement, and promptly gives the Holders written notice of such determination in the form of a certificate signed by an executive officer of the Company following their request to register any Registrable Securities pursuant to Section 2.1(a), the Company shall be entitled to postpone the filing of the registration statement otherwise required to be prepared and filed by the Company pursuant to Section 2.1(a) hereof for a reasonable period of time, but not to exceed 60 days (a “Demand Blackout Period”) after the date of such request, provided that the Company’s exercise of its rights under this Section 2.2 (i) shall not result in Demand Blackout Periods for more than 180 days in any 365 day period, (ii) shall not result in Demand Blackout Periods that are separated by less than 45 days and (iii) shall only be effective when and for so long as the executive officers and directors of the Company and other holders, if any, of registration rights with respect to the Company’s securities are similarly restricted from buying or selling securities of the Company and/or exercising their registration rights, as applicable. The Company shall promptly notify each Holder of the expiration or earlier termination of any Demand Blackout Period.

2.3Obligations of the Company.  Whenever the Company is required to effect the registration of any Registrable Securities under this Section 2, the Company shall, at its expense and as expeditiously as may be practicable:

(a)Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, use reasonable efforts to keep such registration statement effective for not

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less than 120 days, unless all Registrable Securities included therein are earlier sold; provided, however, that (i) before filing any registration statement or any amendments or supplements thereto the Company will provide to the Holders whose Registrable Securities are included therein and their counsel a reasonable opportunity to review and comment thereon before the filing thereof and (ii) the Company will not file any such registration statement, amendment or supplement to which any such Holder or its counsel shall reasonably object on a timely basis.  The parties agree that the “Plan of Distribution” section of any registration statement and related prospectus covering an offering of Registrable Securities to be made on a continuous or delayed basis pursuant to Rule 415 shall be substantially in the form of Annex A hereto or as otherwise advised by the Holders.

(b)Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of applicable law with respect to the disposition of all of the Registrable Securities covered by such registration statement, and permit the Holders named in any such amendment or supplement and their counsel a reasonable opportunity to review and comment thereon before the filing thereof.

(c)Use its best efforts to have such Registrable Securities approved for listing on the New York Stock Exchange, Inc. (to the extent that any such Registrable Securities have not previously been approved for listing thereon).

(d)Furnish to the Holders of Registrable Securities registering such securities such numbers of copies of a prospectus, including a preliminary prospectus (in the event of an underwritten offering), in conformity with the requirements of applicable law, and such other documents as each such Holder may reasonably request in order to facilitate the disposition of Registrable Securities owned by it.

(e)Use reasonable efforts to register and qualify the securities covered by such registration statement under state blue sky laws in any U.S. jurisdictions in which such registration and qualification is reasonably requested by any Holder; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdictions.

(f)In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form and substance as agreed to by the Company and the managing underwriter of such offering.

(g)Promptly notify the Holders in writing: (i) when the registration statement, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (ii) of any request by the SEC for amendments or supplements to the registration statement or related prospectus or any written request by the SEC for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or prospectus or any amendment or supplement thereto or the initiation of any proceedings by any person for that purpose, and promptly use its reasonable efforts to prevent the issuance of any stop order or to

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obtain its withdrawal if such stop order should be issued; and (iv) of the receipt by the Company of any written notification with respect to the suspension of the qualification of any Registrable Securities for sale in any jurisdiction or the initiation or overt threat of any proceeding for such purpose.

(h)Notify the Holders in writing on a timely basis, at any time when a prospectus relating to such Registrable Securities is required to be delivered under applicable law, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offerees of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. Upon receipt of any notice of the occurrence of any event of the kind described in the preceding sentence, each Holder will cease using such prospectus until receipt by the Holders of the copies of such supplemented or amended prospectus. If so requested by the Company, each Holder will deliver to the Company any copies of such prospectus then in its possession (other than one permanent file copy). If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective as provided in Section 2.3(a) hereof by the number of days during the period from and including the date of the giving of such notice to the date when the Company shall make available to the Holders such supplemented or amended prospectus.

(i)Furnish, at the request of any Holder participating in the registration, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders participating in the registration, addressed to the underwriters, if any, and to the Holders participating in the registration of Registrable Securities and (ii) a “Cold Comfort” letter dated as of such date, from the independent certified public accountants to the underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders participating in the registration, addressed to the board of directors of the Company, to the underwriters, if any, and if permitted by applicable accounting standards, to the Holders participating in the registration of Registrable Securities.

(j)Use reasonable efforts to cause the transfer agent to remove restrictive legends on certificates representing the securities covered by such registration statement, as the Company determines to be appropriate, upon advice of counsel.

(k)Prepare and file with the SEC, promptly upon the request of any such Holders, any amendments or supplements to such registration statement or prospectus which, in

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the opinion of counsel for such Holders, is required under the Act or the rules and regulations thereunder in connection with the distribution of the Registrable Securities by such Holders.

(l)Make available for inspection by any Holder of such Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such Holder or underwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such registration statement. Any of the Information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (ii) such Information has been made generally available to the public, (iii) as necessary to enforce a Holder’s rights under this Agreement or (iv) such Holder of Registrable Securities requiring such information agrees to enter into a confidentiality agreement in customary form and subject to customary exceptions. Each Holder of Registrable Securities shall be responsible for any breach of the foregoing covenant by any Inspector retained by or on behalf of such Holder. Each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential and the Inspectors shall not disclose such Information until such action is determined.

(m)Provide a CUSIP number for the Registrable Securities included in any registration statement not later than the effective date of such registration statement.

(n)Cooperate with each selling Holder and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.

(o)During the period when the prospectus is required to be delivered under the Act, promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act.

(p)Make generally available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Act and the rules and regulations of the SEC thereunder.

(q)Provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Securities.

(r)Use its reasonable efforts to take all other steps necessary to effect the registration of such Registrable Securities pursuant to the terms contemplated hereby.

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2.4Furnish Information.

(a)It shall be a condition precedent to the obligation of the Company to include any Registrable Securities of any Holder in a registration statement pursuant to this Section 2 that the Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, any other securities of the Company held by it, and the intended method of disposition of such Registrable Securities (to the extent not set forth on Annex A hereto) as shall be required to effect the registration of the Registrable Securities held by such Holder. Any such information shall be provided to the Company within any reasonable time period requested by the Company.

(b)Each Holder shall notify the Company, at any time when a prospectus is required to be delivered under applicable law, of the happening of any event as a result of which the prospectus included in the applicable registration statement, as then in effect, in each case only with respect to information provided by such Holder, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Such Holder shall immediately upon the happening of any such event cease using such prospectus. Any other Holders shall cease using such prospectus immediately upon receipt of notice from the Company to that effect. If so requested by the Company, each Holder shall promptly return to the Company any copies of such prospectus in its possession (other than one permanent file copy). The Company shall promptly prepare and furnish to each such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offerees of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

2.5Expenses of Registration.  The Company shall bear and pay all reasonable expenses incurred in connection with any registration, filing or qualification of Registrable Securities pursuant to this Section 2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, but excluding underwriting discounts and commissions relating to the Registrable Securities.  Subject to Section 2.8 hereof, the Company also shall be required to pay and bear the reasonable legal fees of not more than one counsel for the Holders in an amount not to exceed $50,000 in connection with any registration, which counsel shall be selected by Holders owning in the aggregate at least 51% of the Registrable Securities to be included in such registration.

2.6Underwriting Requirements.  In connection with any underwritten offering of a Holder’s Registrable Securities, the Company shall not be required under Section 2.3 to register any of such Registrable Securities in connection with such underwritten offering unless the Company consents to the underwriters selected by the Holders participating in the registration (which consent shall not be unreasonably withheld) and the Company shall be required to register Registrable Securities only in such quantity as the lead managing underwriter determines, in its good faith discretion, will not jeopardize the success of the offering by the Company. To the extent that the lead managing underwriter will not permit the registration of all of the Registrable Securities sought to be registered, in the case of a registration pursuant to Section 2.1(a), the Registrable Securities to be included shall be apportioned among the Holders

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on a pro rata basis (based on the number of Registrable Securities proposed to be registered by each); provided, however, that the right of the underwriters to exclude Registrable Securities from the registration and underwriting as described above shall be restricted such that all securities that are not Registrable Securities and all securities that are held by persons who are employees or directors of the Company (or any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded.  No Holder of Registrable Securities shall be entitled to participate in an underwritten offering unless such Holder enters into, and performs its obligations under, one or more underwriting agreements and any related agreements and documents (which may include an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), in the form that such Holder shall agree to with the lead managing underwriter of the transaction. If any Holder disapproves of the terms of any underwriting, it may elect, prior to the execution of any underwriting agreement, to withdraw therefrom by written notice to the Company and the lead managing underwriter.

2.7Indemnification.  In the event any Registrable Securities are included in a registration statement under this Section 2:

(a)To the extent permitted by law, the Company will indemnify and hold harmless each Holder and each person, if any, who controls such Holder within the meaning of the Act and the 1934 Act and their respective directors, officers, partners, stockholders, members, employees, agents and representatives (each, an “Indemnified Person”), against any losses, claims, damages, or liabilities joint or several) to which they may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, are based upon or relate to (collectively, a “Violation”) (x) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary or final prospectus contained therein or any amendments or supplements thereto or (y) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (z) any violation by the Company of the Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Act, the 1934 Act or any state securities law in connection with the offering covered by any registration statement; and the Company will pay to each Indemnified Person any reasonable legal or other expenses incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided that the indemnity agreement contained in this Section 2.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in strict conformity with written information furnished by a Holder expressly for use in connection with such registration or is caused by any failure by the Holder to deliver a prospectus or preliminary prospectus (or amendment or supplement thereto) as and when required under the Act after such prospectus has been timely furnished by the Company.

(b)To the extent permitted by law, each Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, and each person, if any, who controls the Company within the meaning of the Act or

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the 1934 Act (each, an “Indemnified Person”), against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation is caused by (x) any untrue statement or alleged untrue statement contained in, or by any omission or alleged omission from, information furnished in writing to the Company by such Holder specifically and expressly for use in any such registration statement or prospectus, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by such Holder specifically for use in the preparation thereof or (y) any failure by the Holder to deliver a prospectus or preliminary prospectus (or amendment or supplement thereto) as and when required under the Act after such prospectus has been timely filed by the Company. Such Holder will pay any reasonable legal or other expenses incurred by any Indemnified Person pursuant to this Section 2.7(b) in connection with investigating or defending any such loss, claim, damage, liability or action; provided that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, further, that in no event shall any indemnity under this Section 2.7(b) exceed the net proceeds from the offering received by such Holder upon its sale of Registrable Securities included in the registration statement.

(c)Promptly after receipt by an Indemnified Person under this Section 2.7 of notice of the commencement of any action (including any governmental action), such Indemnified Person will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the indemnifying parties; provided that an Indemnified Person shall have the right to retain separate counsel, and the reasonable fees and expenses of such counsel shall be paid by the indemnifying party if representation of such Indemnified Person by the counsel retained by the indemnifying party would be inappropriate (in the opinion of the Indemnified Person) due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding, provided that the indemnifying party in such event shall not be responsible for the fees of more than one separate firm of attorneys (in addition to any local counsel) for all Indemnified Persons that may be represented without conflict by one counsel. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the Indemnified Person under this Section 2.7 to the extent of such material prejudice, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any Indemnified Person otherwise than under this Section 2.7.

(d)If the indemnification provided for in this Section 2.7 is held by a court of competent jurisdiction to be unavailable to an Indemnified Person with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such Indemnified Person hereunder, agrees to contribute to the amount paid or payable by such

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Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the Indemnified Person on the other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the Indemnified Person shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the Indemnified Person and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution hereunder from any person who was not guilty of such fraudulent misrepresentation. In no event shall a Holder’s obligation to contribute pursuant to this Section 2.7(d) exceed the net proceeds from the offering received by such Holder upon its sale of Registrable Securities included in the registration statement.

(e)The obligations of the Company and the Holders under this Section 2.7 shall survive the completion of any offering of Registrable Securities under a registration statement pursuant to this Section 2.

2.8Method of Payment for Certain Expenses of Registration and Indemnification Payments.  Any legal fees of counsel for the Holders to be paid by the Company to the Holders pursuant to Section 2.5 of this Agreement and any indemnification payments to be made by the Company pursuant to Section 2.7 of this Agreement shall be made by delivering shares of Class B Common Stock.  Any shares of Class B Common Stock to be delivered pursuant to this Section 2.8 shall be valued based on the average of the daily closing prices (as of 4:00 p.m. eastern time) per share of Class B Common Stock as reported on the New York Stock Exchange (as published in the Wall Street Journal, or if not published therein or incorrectly published therein, in another authoritative source mutually selected by the Company and Holders owning in the aggregate at least 51% of the outstanding Registrable Securities) for the ten consecutive trading days ending on the second trading day prior to the date on which such legal fees payment or indemnification payment, as the case may be, is made by the Company.  All such shares of Class B Common Stock so delivered pursuant to this Section 2.8 shall be duly authorized, fully paid and non-assessable, and free and clear of any mortgage, pledge, lien, security interest, purchase option, call, claim, restriction on transfer, voting restriction, charge or encumbrance of any kind.

2.9Assignment of Registration Rights.  A Holder may transfer and assign it rights and obligations hereunder to a transferee of Registrable Securities, which transferee may include, without limitation, a Financial Institution, but which shall not include a competitor of the Company or any of its material subsidiaries; provided that (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee and the securities with respect to which such transfer has been effected, and (ii) such transferee shall agree with the Company in writing to be subject to the terms and conditions of this Agreement to the extent then applicable.

2.10Rule 144 Reporting.  With a view to making available to the Holders the benefits of certain rules and regulations of the SEC that permit the sale of the Registrable

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Securities to the public without registration, the Company agrees to use its best efforts to:

(a)Make and keep available adequate current public information at all times, as contemplated by Rule 144 promulgated under the Act (“Rule 144”) or any similar or analogous rule promulgated under the Act;

(b)File with the SEC, in a timely manner, all reports and other documents required to be filed by the Company under the Act and the 1934 Act; and

(c)So long as a Holder owns any Registrable Securities, furnish such Holder upon request (i) a written statement by the Company that (A) it has made available adequate current public information as contemplated by Rule 144 or any similar or analogous rule promulgated under the Act, and (B) it is in compliance with its reporting obligations under the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and (iii) such other reports and documents as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.

Section 3.Miscellaneous.

3.1Successors and Assigns.  The provisions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.  Nothing contained herein shall be construed as permitting any transfer of any securities of the Company in violation of any applicable law or agreement.

3.2Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.  The Holders and the Company hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in the Borough of Manhattan, The City of New York, for purposes of all legal proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. The Holders and the Company irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

3.3Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

3.4Captions and Headings.  The captions and headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

3.5Notices.  Unless otherwise provided, any notice or other communication required or permitted to be given or effected under this Agreement shall be in writing and shall

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be deemed effective upon (i) personal or facsimile delivery to the party to be notified, (ii) one business day after deposit with an internationally recognized courier service, delivery fees prepaid, or (iii) three business days after deposit with the U.S. mail, return-receipt requested, postage prepaid, and in each case, addressed to the party to be notified at the following respective addresses, or at such other addresses as may be designated by written notice; provided that any notice of change of address shall be deemed effective only upon receipt.

If to the Company:

IDT Corporation
520 Broad Street
Newark, New Jersey 07102
Attn:  Ely Tendler
Fax:  (973) 438-1616

with a copy to:

McDermott, Will & Emery
50 Rockefeller Plaza
New York, New York  10020
Attn:  Mark Selinger
Telephone:  (212) 547-5438
Fax:  (212) 547-5444]

If to the Stockholders:

c/o Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
Attn:  Charles Y. Tanabe
Telephone:  (720) 875-5400
Fax:  (720) 875-5382

with a copy to:

Baker Botts L.L.P.
30 Rockefeller Plaza
New York, New York 10112-4498
Attn:  Robert W. Murray Jr.
Telephone:  (212) 408-2540
Fax:  (212) 259-2540

3.6Amendments and Waivers.  This Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained written consent of Holders owning in the aggregate at least 51% of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or departure.

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3.7Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

3.8Entire Agreement.  This Agreement (together with the agreements referenced herein) contains the entire understanding of the parties hereto with respect to the subject matter contained herein, and supersedes and cancels all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, respecting such subject matter. There are no restrictions, promises, representations, warranties, agreements or undertakings of any party hereto with respect to the matters contemplated hereby, other than those set forth herein or made hereunder.

3.9No Inconsistent Agreements.  The Company represents, warrants and covenants to the Stockholders that the Company has not entered into, and after the date of this Agreement will not enter into, any agreement which is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

3.10WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE SECURITIES OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION 3.10 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.

[Signatures on the following page.]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first above written.

COMPANY:
IDT CORPORATION
By:	/s/ Stephen Brown
	Name:  Stephen R. Brown
	Title:  Chief Financial Officer and Director
STOCKHOLDERS:
LIBERTY MEDIA CORPORATION
By:	/s/ Charles Tanabe
	Name:  Charles Y. Tanabe
	Title:  Senior Vice President
MICROWAVE HOLDINGS, L.L.C.
By:	AGI LLC, Sole Member
	By:	Liberty AGI Holdings, Inc., Manager
	By:	/s/ Charles Tanabe
		Name:  Charles Y. Tanabe
		Title:  Senior Vice President
LIBERTY TP MANAGEMENT, INC.
By:	/s/ Charles Tanabe
	Name:  Charles Y. Tanabe
	Title:  Senior Vice President
LIBERTY IDTEL, INC.
By:	/s/ Charles Tanabe
	Name:  Charles Y. Tanabe
	Title:  Senior Vice President

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ANNEX A

PLAN OF DISTRIBUTION

The selling securityholders, including some of their transferees who may later hold their respective interests in the securities covered by this prospectus and who are otherwise entitled to resell the securities using this prospectus, may sell the securities covered by this prospectus from time to time in any legal manner selected by the selling securityholders, including directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling securityholders or the purchasers.  These discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of transactions involved.  The selling securityholders will act independently of us in making decisions with respect to the timing, manner and size of each sale of the securities covered by this prospectus.

The selling securityholders have advised us that the securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market prices, at varying prices determined at the time of sale and/or at negotiated prices.  These sales may be effected in one or more transactions, including:

•on the New York Stock Exchange;

•in the over-the-counter market;

•in transactions otherwise than on the New York Stock Exchange or in the over-the-counter market; or

•any combination of the foregoing.

In addition, the selling securityholders may also enter into hedging and/or monetization transactions.  For example, the selling securityholders may:

•enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become a selling securityholder and engage in short sales of securities under this prospectus, in which case the other party may use securities received from a selling securityholder to close out any short positions;

•sell short the securities under this prospectus and use the securities held by it to close out any short position;

•enter into options, forwards or other transactions that require the applicable selling securityholder to deliver, in a transaction exempt from registration under the Act, the securities to a broker-dealer or an affiliate of a broker-dealer or other third party who may then become a selling securityholder and publicly resell or otherwise transfer the securities under this prospectus; or

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•loan or pledge the securities to a broker-dealer or an affiliate of a broker-dealer or other third party who may then become a selling securityholder and sell the loaned securities or, upon an event of default in the case of a pledge, become a selling securityholder and sell the pledged securities, under this prospectus.

[If applicable at the time of registration:  Each of the selling securityholders has advised us that it has not entered into any agreements, arrangements or understandings with any underwriter, broker-dealer or agent regarding the sale of their securities.  However, we are required, under the registration rights agreement relating to the securities being sold under this prospectus, to enter into customary underwriting and other agreements in connection with the distribution of the securities under this prospectus, subject to some limitations.  For more information regarding the registration rights agreement, see the section of this prospectus entitled “Selling Securityholders—Relationships with the Selling Securityholders.”  The specific terms of any such underwriting or other agreement will be disclosed in a supplement to this prospectus filed with the SEC under Rule 424(b) promulgated under the Act, or, if appropriate, a post-effective amendment to the registration statement of which this prospectus forms a part.]

There can be no assurance that the selling securityholders will sell any or all of the securities pursuant to this prospectus.  In addition, any securities covered by this prospectus that qualify for sale pursuant to Rule 144 promulgated under the Act may be sold under Rule 144 rather than pursuant to this prospectus.  There also can be no assurance that the selling securityholders will not transfer, devise or gift the securities by other means not described in this prospectus.

The aggregate proceeds to the selling securityholders from the sale of the securities offered by it will be the purchase price of the securities less discounts and commissions, if any.  If the securities are sold through underwriters or broker-dealers, the selling securityholders will be responsible for underwriting discounts and commissions and/or agent’s commissions.  We will not receive any of the proceeds from the sale of the securities covered by this prospectus.

In order to comply with the securities laws of some states, if applicable, the securities may be sold in these jurisdictions only through registered or licensed brokers or dealers.  In addition, in some states the securities may not be sold unless they have been registered or qualified for sale or any exemption from registration or qualification requirements is available and is complied with.

Any underwriters, broker-dealers or agents that participate in the sale of the securities may be deemed to be “underwriters” within the meaning of Section 2(11) of the Act.  As a result, any profits on the sale of the securities by the selling securityholders and any discounts, commissions or concessions received by any such broker-dealers or agents may be deemed to be underwriting discounts and commissions under the Act.

To the extent required, the securities to be sold, the names of the selling securityholders, the respective purchase prices and public offering prices, the names of any agent, broker-dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part.

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We have agreed to indemnify the selling securityholders and each of their directors, officers and controlling persons against certain liabilities, including specified liabilities under the Act, or to contribute with respect to payments which the selling securityholders may be required to make in respect of such liabilities.  Any such obligations would be satisfied by the delivery of shares of our Class B common stock.  Each of the selling securityholders has agreed to indemnify us for liabilities arising under the Act with respect to written information furnished to us by it or to contribute with respect to payments in connection with such liabilities.

We have agreed to pay all of the costs, fees and expenses incident to our registration of the resale of the selling securityholders’ securities, excluding any legal fees of the selling securityholders in excess of $50,000 and commissions, fees and discounts of underwriters, brokers-dealers and agents.

Under our registration rights agreement with the selling securityholders, we will use reasonable efforts to keep the registration statement of which this prospectus is a part continuously effective for not less than 120 days unless all securities registered under the registration statement of which this prospectus forms a part are earlier sold or unless the securities are no longer subject to the registration rights agreement.  This obligation is subject to customary suspension periods and other specified, permitted exceptions.  In these cases, we may suspend offers and sales of the securities pursuant to the registration statement of which this prospectus forms a part.

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EX-7.(P)

Exhibit 7(p)

LIBERTY MEDIA CORPORATION
12300 Liberty Boulevard
Englewood, Colorado  80112

February 10, 2004

IDT Corporation
520 Broad Street
Newark, New Jersey  07102
Facsimile:  (973) 438-1616
Attention:  Ely Tendler

Gentlemen/Ladies:

Reference is made to (i) that certain Merger Agreement (the “Merger Agreement”), dated the date hereof, among IDT Corporation, a Delaware corporation (“IDT Parent”), IDTI Holdings, LLC, a Delaware limited liability company, Liberty Media Corporation, a Delaware corporation (“Liberty Parent”), and the Seller Subsidiaries (as defined in the Merger Agreement) and that certain Stock Exchange Agreement (the “Stock Exchange Agreement”), dated the date hereof, between IDT Parent and Liberty IDTel, Inc., a Delaware corporation (“Liberty IDTel”) and (ii) the Form of Registration Rights Agreement attached as Annex A to each of the Merger Agreement and the Stock Exchange Agreement (the “Registration Rights Agreement”).  The purpose of this letter agreement (the “Letter Agreement”) is to set forth the agreement among IDT Parent, Liberty Parent, Liberty IDTel, and the stockholders of the Seller Subsidiaries with respect to a lock-up of the shares of IDT Parent Class B Common Stock, par value $.01 per share (the “Class B Common Stock”) to be issued by IDT Parent pursuant to the Merger Agreement and the Stock Exchange Agreement and the availability of the Registration Rights Agreement in light of the lock-up.  Accordingly, in consideration of the performance of the respective obligations of the parties pursuant to the Merger Agreement and the Stock Exchange Agreement, each of the undersigned hereby agree as follows:

1.Liberty Parent, Liberty IDTel, Microwave Holdings, L.L.C., a Delaware limited liability company (“Microwave Holdings”), and Liberty TP Management, Inc., a Delaware corporation (“LTPM”) (Liberty Parent, Liberty IDTel, Microwave Holdings and LTPM collectively, the “Stockholders”), hereby covenant and agree not to (1) offer, sell, contract to sell or otherwise dispose of and (2) transfer title to (a “Prohibited Sale”) any of the 3,222,786 shares (the “Acquired Shares”) of Class B Common Stock acquired by the undersigned pursuant to either the Merger Agreement or the Stock Exchange Agreement, during the period commencing on the “Closing Date” (as that term is defined in each of the Merger Agreement and the Stock Agreement) and ending on the earlier of (i) the 18-month anniversary of the Closing Date or (ii) September 30, 2005 (the “Lockup Period”), without the prior written consent of IDT Parent (which consent shall not be unreasonably withheld).  Notwithstanding the foregoing, any Stockholder shall be permitted from time to time during the Lockup Period, without the requirement of having to seek or obtain IDT Parent’s consent:  (i) to transfer all or any part of the Acquired Shares (A) to any Stockholder, (B) to any majority-owned subsidiary of Liberty Parent

(each, a “Permitted Transferee”), provided that such transferee agrees with IDT Parent to be bound hereby with the same effect as if it were named herein in lieu of the transferring Stockholder (or its Permitted Transferee), and (C) in any transaction in which holders of Class B Common Stock participate or have the opportunity to participate pro rata, including, without limitation, a merger, consolidation or binding share exchange involving IDT Parent, a disposition of Class B Common Stock in connection with the exercise of any rights, warrants or other securities distributed to IDT Parent’s stockholders, or a tender or exchange offer for Class B Common Stock, or (ii) to pledge any of the Acquired Shares to secure bona fide indebtedness or other financial obligations, which shares may be offered and sold by the pledgee free of the restrictions of this Letter Agreement upon a foreclosure by or on behalf of such pledgee, and no transaction contemplated by the foregoing clause (i) or (ii) shall be deemed a Prohibited Sale for purposes of this Letter Agreement.

2.Notwithstanding anything to the contrary in the preceding paragraph 1 hereof, the Lockup Period shall expire, and the restrictions set forth in the preceding paragraph 1 shall cease to apply to, 1,611,393 of the Acquired Shares (as adjusted for any stock splits, stock dividends, reverse stock splits and/or similar events) from and after the 9-month anniversary of the Closing Date.

3.Notwithstanding any language to the contrary contained in this letter agreement, the parties acknowledge and agree that the demand registration rights described in Sections 2.1(a) and (c) of the Registration Rights Agreement (i) shall become exercisable as to any particular Acquired Shares commencing on the 90th day preceding the expiration of the Lockup Period applicable to those shares; provided, that IDT Parent shall not be obligated to have any registration statement relating to those shares declared effective by the Securities and Exchange Commission prior to the expiration of such Lockup Period and (ii) shall be exercisable at any time after the Closing Date in respect of any hedging or monetization transaction involving the Acquired Shares included within the plan of distribution attached as Annex A to the Registration Rights Agreement.

4.This Letter Agreement and the relationship of the parties with respect hereto shall be governed by and construed in accordance with the internal laws of the State of Delaware.

5.This Letter Agreement will become a binding agreement among the undersigned as of the Closing Date.  This Letter Agreement (and the agreements reflected herein) may be terminated by the mutual agreement of IDT Parent and Liberty Parent, and if not sooner terminated, will terminate upon the expiration date of the Lockup Period.  This Letter Agreement may be duly executed by facsimile and in any number of  counterparts, each of which shall be deemed an original, and all of which together shall be deemed to constitute one and the same instrument.  Signature pages from separate identical counterparts may be combined with the same effect as if the parties signing such signature page had signed the same counterpart.  This Letter Agreement may be modified or waived only by a separate writing signed by each of the parties hereto expressly so modifying or waiving such agreement.

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If the foregoing accurately reflects our agreement, please sign one copy of this Letter Agreement and return it to the undersigned.

				Very truly yours,
				LIBERTY MEDIA CORPORATION
				By:	/s/ Albert Rosenthaler
				Printed Name:			Albert Rosenthaler
				Title:		Senior Vice President
				MICROWAVE HOLDINGS, L.L.C.
				By:	/s/ Albert Rosenthaler
				Printed Name:			Albert Rosenthaler
				Title:		Senior Vice President
				LIBERTY TP MANAGEMENT, INC.
				By:	/s/ Albert Rosenthaler
				Printed Name:			Albert Rosenthaler
				Title:		Senior Vice President
				LIBERTY IDTEL, INC.
				By:	/s/ Albert Rosenthaler
				Printed Name:			Albert Rosenthaler
				Title:		Senior Vice President
ACCEPTED and AGREED
as of February 10, 2004:
IDT CORPORATION
By:	/s/ Howard Jonas
Printed Name:			Howard Jonas
Title:		Chairman and Director

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EX-7.(Q)

Exhibit 7(q)

TERMINATION AGREEMENT

This Termination Agreement (the “Termination Agreement”) is entered into as of March 3, 2004 by and among IDT Corporation, a Delaware corporation (“IDT”), Liberty Media Corporation, a Delaware corporation (“Liberty”) and Howard S. Jonas, an individual (the “Stockholder”).

W I T N E S S E T H:

WHEREAS, IDT and Liberty are parties to that certain Subscription Agreement, dated as of March 24, 2000, as amended May 26, 2000 (the “Subscription Agreement”), whereby Liberty purchased shares of IDT common stock, par value $.01 per share (“IDT Common Stock”);

WHEREAS, pursuant to the Subscription Agreement and the Voting Agreement (as defined below), subject to certain conditions, Liberty is entitled to nominate one person to serve on the IDT Board of Directors (the “Liberty Designee”);

WHEREAS, the Stockholder is a principal stockholder of IDT;

WHEREAS, in connection with the Subscription Agreement, Liberty and the Stockholder entered into that certain Voting Agreement, dated as of June 6, 2000 (the “Voting Agreement”), pursuant to which, among other things, the Stockholder agreed to vote his shares of IDT Common Stock and IDT Class A common stock, par value $.01 per share (“IDT Class A Common Stock”), in favor of the election of the Liberty Designee;

WHEREAS, (i) IDT and Liberty and certain of their subsidiaries have entered into that certain Merger Agreement, dated as of February 10, 2004 (the “Merger Agreement”), and (ii) IDT and Liberty IDTel, Inc., a Delaware corporation and a subsidiary of Liberty (“Liberty IDTel”), have entered into that certain Stock Exchange Agreement, dated as of February 10, 2004 (the “Stock Exchange Agreement”);

WHEREAS, pursuant to the Merger Agreement and the Stock Exchange Agreement, IDT will acquire (the “Transactions”) shares of capital stock of IDT subsidiaries held by Liberty IDTel and certain other subsidiaries of Liberty, in exchange for an aggregate of 3,222,786 shares of IDT Class B Common Stock, par value $.01 per share (“IDT Class B Stock”);

WHEREAS, pursuant to the Merger Agreement and the Stock Exchange Agreement, it is a condition precedent to the consummation of the Transactions that the rights and obligations of the parties hereto with respect to the Liberty Designee and the Voting Agreement be terminated; and

WHEREAS, the parties hereto desire to enter into this Termination Agreement pursuant to which the rights and obligations with respect to the Liberty Designee and the Voting Agreement will be terminated.

NOW, THEREFORE, in consideration of the premises, the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Effective as of the date hereof, the Voting Agreement is hereby terminated in its entirety and is of no further force and effect.  The parties shall have no liability or obligations whatsoever to each other under or in connection with the Voting Agreement.

2.Effective as of the date hereof, the rights and obligations of the parties with respect to the Liberty Designee pursuant to Section 4.2 of the Subscription Agreement are hereby terminated and of no further force and effect.  The parties shall have no liability or obligations whatsoever to each other under or in connection with the Liberty Designee and Section 4.2 of the Subscription Agreement.

3.This Termination Agreement and all matters arising directly or indirectly from this Termination Agreement shall be governed by and construed in accordance with the internal laws of the state of New York applicable to agreements made and to be performed entirely in such state, without giving effect to the conflict of law principles thereof.

4.This Termination Agreement shall be binding upon the heirs, executors, successors and assigns of each of the parties hereto.

5.This Termination Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Termination Agreement as of the date first written above.

IDT CORPORATION
By:	/s/ Joyce Mason
	Name:  Joyce Mason
	Title:  Senior Vice President
LIBERTY MEDIA CORPORATION
By:	/s/ Charles Tanabe
	Name:  Charles Y. Tanabe
	Title:  Senior Vice President
HOWARD S. JONAS
/s/ Howard Jonas