SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

TELEWEST COMMUNICATIONS plc

(Name of Issuer)

Ordinary Shares, par value 10 pence per share,

represented by American Depositary Shares, each

of which represents 200 Ordinary Shares

(Title of Class of Securities)

G8742C 10 2*

(CUSIP Number)

Limited Voting Convertible Shares,

par value 10 pence per share

(Title of Class of Securities)

Not Applicable

(CUSIP Number)

IDT Venture Capital, Inc.	with a copy to:
c/o IDT Corporation	McDermott, Will & Emery
520 Broad Street	50 Rockefeller Plaza
Newark, NJ 07102	New York, NY 10020
Attn: Joyce J. Mason, Esq.	Attn: Mark Selinger, Esq.
Tel. No.: (973) 438-1000	Tel. (212) 547-5400

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

May 23, 2003

(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 which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box:  ¨

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. 87956P 20 4 relates to the American Depositary Shares.

SCHEDULE 13D

1.	Name of Reporting Person Microsoft UK Cable, Inc. I.R.S. Identification No. of Above Person (Entities only)
2.	Check the Appropriate Box If a Member of a Group (a)  ¨ (b)  x
3.	SEC Use Only
4.	Source of Funds N/A
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Colorado

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
  7.    Sole Voting Power         -0-   8.    Shared Voting Power         595,670,822 Ordinary Shares
        60,322,654 Limited Voting Shares   9.    Sole Dispositive Power         -0- 10.    Shared Dispositive Power         595,670,822 Ordinary Shares
        60,322,654 Limited Voting Shares

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 595,670,822 Ordinary Shares 60,322,654 Limited Voting Shares
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	¨
13.	Percent of Class Represented by Amount in Row (11) 20.7% of Ordinary Shares 73.1% of Limited Voting Shares
14.	Type of Reporting Person CO

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SCHEDULE 13D

1.	Name of Reporting Person Microsoft Cable Partnership Holdings, Inc. I.R.S. Identification No. of Above Person (Entities only)
2.	Check the Appropriate Box If a Member of a Group (a)  ¨ (b)  x
3.	SEC Use Only
4.	Source of Funds N/A
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Colorado

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power         -0-   8.    Shared Voting Power         40,385,202 Ordinary Shares   9.    Sole Dispositive Power         -0- 10.    Shared Dispositive Power         40,385,202 Ordinary Shares

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 40,385,202 Ordinary Shares
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	¨
13.	Percent of Class Represented by Amount in Row (11) 1.4% of Ordinary Shares
14.	Type of Reporting Person CO

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SCHEDULE 13D

1.	Name of Reporting Person IDT Venture Capital, Inc. I.R.S. Identification No. of Above Person (Entities only)
2.	Check the Appropriate Box If a Member of a Group (a)  ¨ (b)  x
3.	SEC Use Only
4.	Source of Funds AF
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Nevada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
  7.    Sole Voting Power         -0-   8.    Shared Voting Power         636,056,024 Ordinary Shares         60,322,654 Limited Voting Shares   9.    Sole Dispositive Power         -0- 10.    Shared Dispositive Power         636,056,024 Ordinary Shares         60,322,654 Limited Voting Shares

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 636,056,024 Ordinary Shares 60,322,654 Limited Voting Shares
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	¨
13.	Percent of Class Represented by Amount in Row (11) 22.1% of Ordinary Shares 73.1% of Limited Voting Shares
14.	Type of Reporting Person CO

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SCHEDULE 13D

1.	Name of Reporting Person IDT Corporation I.R.S. Identification No. of Above Person (Entities only) 22-3415036
2.	Check the Appropriate Box If a Member of a Group (a)  ¨ (b)  x
3.	SEC Use Only
4.	Source of Funds N/A
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
  7.    Sole Voting Power         -0-   8.    Shared Voting Power         636,056,024 Ordinary Shares         60,322,654 Limited Voting Shares   9.    Sole Dispositive Power         -0- 10.    Shared Dispositive Power         636,056,024 Ordinary Shares         60,322,654 Limited Voting Shares

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 636,056,024 Ordinary Shares 60,322,654 Limited Voting Shares
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	¨
13.	Percent of Class Represented by Amount in Row (11) 22.1% of Ordinary Shares 73.1% of Limited Voting Shares
14.	Type of Reporting Person CO

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SCHEDULE 13D

1.	Name of Reporting Person Howard S. Jonas I.R.S. Identification No. of Above Person (Entities only)
2.	Check the Appropriate Box If a Member of a Group (a)  ¨ (b)  x
3.	SEC Use Only
4.	Source of Funds N/A
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

  7.    Sole Voting Power         -0-   8.    Shared Voting Power         636,056,024 Ordinary Shares         60,322,654 Limited Voting Shares   9.    Sole Dispositive Power         -0- 10.    Shared Dispositive Power         636,056,024 Ordinary Shares         60,322,654 Limited Voting Shares             

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 636,056,024 Ordinary Shares 60,322,654 Limited Voting Shares
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	¨
13.	Percent of Class Represented by Amount in Row (11) 22.1% of Ordinary Shares 73.1% of Limited Voting Shares
14.	Type of Reporting Person IN

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SCHEDULE 13D

Item 1.    Security and Issuer

This statement on Schedule 13D (this “Schedule 13D”) relates to ordinary shares, par value 10 pence per share, represented by American Depositary Shares, each of which represents 200 ordinary shares (the “Ordinary Shares”) and limited voting convertible shares, par value 10 pence per share (the “Limited Voting Shares”), of Telewest Communications plc, a company organized under the laws of England and Wales (“Telewest” or the “Issuer”), having its principal executive offices at Genesis Business Park, Albert Drive, Woking, Surrey, United Kingdom, GU21 5RW.

Item 2.    Identity and Background

(a)-(b) and (f)

This statement is being filed jointly by IDT Corporation, a Delaware corporation (“IDT”), IDT Venture Capital, Inc., a Nevada corporation (“IDT Venture”), Microsoft UK Cable, Inc., a Colorado corporation (“MUKC”), Microsoft Cable Partnership Holdings, Inc., a Colorado corporation (“MCPH”) and Howard S. Jonas, an individual (collectively, the “Reporting Persons”).

IDT is a facilities-based, multi-national telecommunications carrier that provides services and products to retail and wholesale customers worldwide, including prepaid debit and rechargeable calling cards, wholesale carrier services and consumer long distance services. IDT’s business address is 520 Broad Street, Newark, NJ 07102.

IDT Venture, a wholly-owned subsidiary of IDT, is principally engaged in the investment in opportunities that appropriately complement IDT’s internal endeavors. IDT Venture’s business address is 520 Broad Street, Newark, NJ 07102.

MUKC, a wholly-owned subsidiary of IDT Ventures, is a holding company. MUKC’s business address is 520 Broad Street, Newark, NJ 07102.

MCPH, a wholly-owned subsidiary of IDT Ventures, is a holding company. MCPH’s business address is 520 Broad Street, Newark, NJ 07102.

Howard S. Jonas is the Chairman of the Board, founder and controlling shareholder of IDT. Mr. Jonas is a United States Citizen. The address of his principal place of business is 520 Broad Street, Newark, NJ 07102.

Set forth on Schedule I to this Schedule 13D, and incorporated herein by reference, is the name, business address, present principal occupation or employment and citizenship of each executive officer and director of IDT, IDT Venture, MUKC and MCPH, and the name of any corporation or other organization in which such employment is conducted, together with the principal business and address of any such corporation or organization other than the aforementioned entitities, as the case may be, for which such information is set forth.

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(d)-(e)

Based in part on previous filings by Microsoft Corporation with regard to beneficial ownership in Telewest, during the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any executive officer or director of such entities has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body resulting in 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 violations with respect to such laws.

Item 3.    Source and Amount of Funds or Other Consideration

IDT Ventures purchased all of the outstanding stock of MUKC and MCPH with $5 million in cash from its affiliate’s accounts.

Item 4.    Purpose of Transaction

On May 23, 2003, pursuant to the Securities Purchase Agreement by and between Microsoft Corporation and IDT Venture (the “Purchase Agreement”), IDT Venture acquired all of the outstanding capital stock of MUKC and MCPH. The description of the Purchase Agreement throughout this Schedule 13D is qualified by reference to such Purchase Agreement, a copy of which is filed as Exhibit 1 hereto and is incorporated herein by reference. Concurrently with the purchase, all officers and members of the board of directors of MUKC and MCPH resigned.

Item 5.    Interest in Securities of the Issuer

(a)    MUKC directly beneficially owns 595,670,822 Ordinary Shares and 60,322,654 Limited Voting Shares, representing 20.7% and 73.1% of each respective class. MCPH directly beneficially owns 40,385,202 Ordinary Shares, representing 1.4% of such class. The calculations included herein are based on Telewest having 2,873,623,318 Ordinary Shares outstanding and 82,507,747 Limited Voting Shares Outstanding, as confirmed by Telewest on May 28, 2003.

IDT Venture does not directly own any shares of Telewest. IDT Venture is the 100% shareholder of MUKC and MCPH, and as such may be deemed the indirect beneficial owner of 636,056,024 Ordinary Shares and 60,322,654 Limited Voting Shares, representing 22.1% and 73.1% of each respective class.

IDT does not directly own any shares of Telewest. IDT is the 100% shareholder of IDT Venture, and as such may be deemed the indirect beneficial owner of 636,056,024 Ordinary Shares and 60,322,654 Limited Voting Shares, representing 22.1% and 73.1% of each respective class.

Howard S. Jonas does not directly own any shares of Telewest. As of November 5, 2002, Mr. Jonas beneficially owned 9,816,988 shares of Class A Common Stock, par value $.01 of IDT and 9,317,548 shares of Class B Common Stock, par value $.01 of IDT, representing approximately 21.5% of the outstanding shares of IDT and 56.2% of the combined voting power of IDT. Mr. Jonas may be deemed the indirect beneficial owner of 636,056,024 Ordinary Shares and 60,322,654 Limited Voting Shares, representing 22.1% and 73.1% of each respective class.

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To the best knowledge of the Reporting Persons, except as described herein with respect to Mr. Jonas, none of the persons listed on Schedule I to this Schedule 13D beneficially owns or has the right to acquire any Ordinary Shares or Limited Voting Shares.

The filing of this Schedule 13D shall not be construed as an admission by the Reporting Persons that they are, for purposes of Section 13(d) of the Act, the beneficial owner of shares of Telewest owned by other parties.

Each of the Reporting Persons disclaims membership in a group with regard to Telewest for purposes of Section 13(d) of the Act.

(b)    By virtue of its ownership of all of the outstanding shares of MUKC and MCPH, IDT Venture may deemed to share with (i) MUKC the power to vote and dispose of 595,670,822 Ordinary Shares and 60,322,654 Limited Voting Shares and (ii) MCPH the power to vote and dispose of 40,385,202 Ordinary Shares.

By virtue of its ownership of all of the outstanding shares of IDT Venture, IDT may be deemed to share with IDT Venture the power to vote and dispose of 636,056,024 Ordinary Shares and 60,322,654 Limited Voting Shares.

By virtue of his ownership of shares of IDT, representing approximately 56.2% of the combined voting power of IDT, Mr. Jonas has the power to control the election of directors to IDT’s board of directors, and therefore he may be deemed to share with IDT the power to vote and dispose of 636,056,024 Ordinary Shares and 60,322,654 Limited Voting Shares.

(c)    Except as described herein and as previously described in this Item and in Item 3 and Item 4 above, no transactions in the Ordinary Shares or the Limited Voting Shares have been effected by the Reporting Persons, nor to the best knowledge of the Reporting Persons, by the persons listed on Schedule I to this Schedule 13D, during the last 60 days.

(d)    Not applicable.

(e)    Not applicable.

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

IDT, Telewest and Telewest Finance (Jersey) Limited are entering into a Voting Agreement, a form of which is attached as Exhibit 2, with respect to a proposed financial restructuring of Telewest. If the proposed restructuring were effected, the Reporting Persons’ aggregate interest in Telewest would be approximately 0.7%.

Item 7.    Material to be Filed as Exhibits

Exhibit 1 Securities Purchase Agreement by and between Microsoft Corporation and IDT Venture Capital, Inc., dated as of May 23, 2003.

Exhibit 2 Form of Voting Agreement by and among Telewest Communications plc, Telewest Finance (Jersey) Limited and IDT Corporation.

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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: May 29, 2003

MICROSOFT UK CABLE, INC.
By:	/S/    IRA A. GREENSTEIN
Name:	Ira A. Greenstein
Title:	President and Director
MICROSOFT CABLE PARTNERSHIP HOLDINGS, INC.
By:	/S/    IRA A. GREENSTEIN
Name:	Ira A. Greenstein
Title:	President and Director
IDT VENTURE CAPITAL, INC.
By:	/S/    IRA A. GREENSTEIN
Name:	Ira A. Greenstein
Title:	President and Director
IDT CORPORATION
By:	/S/    JAMES A. COURTER
Name:	James A. Courter
Title:	Chief Executive Officer, Vice Chairman of the Board and Director
By:	/S/    HOWARD S. JONAS
Name:	Howard S. Jonas, individually

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SCHEDULE I

Additional Information Concerning the Reporting Persons

Set forth below are the name, position, present principal occupation or employment and business address of each director and executive officer of IDT. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with IDT. Each person listed below is a citizen of the United States.

Name	Position	Principal Occupation	Business Address
Howard S. Jonas	Chairman of the Board and Director	Chairman of the Board	c/o IDT 520 Broad Street Newark, NJ 07102
James A. Courter	Chief Executive Officer, Vice Chairman of the Board and Director	Chief Executive Officer, Vice Chairman of the Board and Director	c/o IDT 520 Broad Street Newark, NJ 07102
Ira A. Greenstein	President	President	c/o IDT 520 Broad Street Newark, NJ 07102
Michael Fischberger	Chief Operating Officer and Director	Chief Operating Officer and Director	c/o IDT 520 Broad Street Newark, NJ 07102
Stephen R. Brown	Chief Financial Officer, Treasurer and Director	Chief Financial Officer, Treasurer and Director	c/o IDT 520 Broad Street Newark, NJ 07102
Marcelo Fischer	Chief Accounting Officer and Controller	Chief Accounting Officer and Controller	c/o IDT 520 Broad Street Newark, NJ 07102
Joyce J. Mason	Senior Vice President, General Counsel, Secretary and Director	Senior Vice President, General Counsel, Secretary and Director	c/o IDT 520 Broad Street Newark, NJ 07102
Moshe Kaganoff	Executive Vice President of Strategic Planning	Executive Vice President of Strategic Planning	c/o IDT 520 Broad Street Newark, NJ 07102
Geoffrey Rochwarger	Executive Vice President of Telecommunications	Executive Vice President of Telecommunications	c/o IDT 520 Broad Street Newark, NJ 07102
Morris Lichtenstein	Executive Vice President of Business Development	Executive Vice President of Business Development	c/o IDT 520 Broad Street Newark, NJ 07102
E. Brian Finkelstein	Executive Vice President of Business Development	Executive Vice President of Business Development	c/o IDT 520 Broad Street Newark, NJ 07102
Jonathan Levy	Executive Vice President of Corporate Development	Executive Vice President of Corporate Development	c/o IDT 520 Broad Street Newark, NJ 07102
Marc E. Knoller	Director	President and Chief Operating Officer of IDT Media, Inc.	c/o IDT 520 Broad Street Newark, NJ 07102

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J. Warren Blaker	Director	Professor, Fairleigh Dickinson University	Fairleigh Dickinson University Teaneck-Hackensack Campus 1000 River Road Teaneck, NJ 07666
Rudy Boschwitz	Director	Chairman of the Advisory Committee of the Center for Global Food Issues, Former U.S. Senator	Center for Global Food Issues P.O. Box 202 Churchville, VA 24421-0202
Saul Fenster	Director	President Emeritus of the New Jersey Institute of Technology	New Jersey Institute of Institute of Technology; University Heights; 323 Martin Luther King Blvd.; Newark, NJ 07102
Jack F. Kemp	Director	Former U.S. Congressman and former Secretary of Housing and Urban Development	c/o IDT 520 Broad Street Newark, NJ 07102
Michael J. Levitt	Director	Chairman of Stone Tower Capital LLC	c/o IDT 520 Broad Street Newark, NJ 07102
Marc J. Oppenheimer	Director	President and CEO of Crystallex International Corporation	Crystallex Int’l Corp. 579 Richmond Street West, Suite 301 Toronto ON M5V 1Y6 Canada
William A. Owens	Director	Vice Chairman of the Board and Co-Chief Executive Officer of Teledisc LLC and former Vice Chairman of the Joint Chiefs of Staff	Teledesic LLC 1445 120th NE Bellevue, WA 98005
William F. Weld	Director	Principal, Leeds Weld & Co. and former Governor of Massachusetts	Leeds Weld & Co. 660 Madison Avenue New York, NY 10021

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Set forth below are the name, position, present principal occupation or employment and business address of each director and executive officer of IDT Venture. Each person listed below is a citizen of the United States.

Name	Position	Principal Occupation	Business Address
Ira A. Greenstein	President and Director	President of IDT	c/o IDT 520 Broad Street Newark, NJ 07102
Joyce J. Mason	Secretary and Director	Senior Vice President, General Counsel and Secretary of IDT	c/o IDT 520 Broad Street Newark, NJ 07102

Set forth below are the name, position, present principal occupation or employment and business address of each director and executive officer of MUKC. Each person listed below is a citizen of the United States.

Name	Position	Principal Occupation	Business Address
Ira A. Greenstein	President and Director	President of IDT	c/o IDT 520 Broad Street Newark, NJ 07102
Morris Lichtenstein	Vice-President and Director	Chief Executive Officer of IDT Telecom, Inc.	c/o IDT 520 Broad Street Newark, NJ 07102
Joyce J. Mason	Secretary and Director	Senior Vice President, General Counsel and Secretary of IDT	c/o IDT 520 Broad Street Newark, NJ 07102

Set forth below are the name, position, present principal occupation or employment and business address of each director and executive officer of MCPH. Each person listed below is a citizen of the United States.

Name	Position	Principal Occupation	Business Address
Ira A. Greenstein	President and Director	President of IDT	c/o IDT 520 Broad Street Newark, NJ 07102
Morris Lichtenstein	Vice-President and Director	Chief Executive Officer of IDT Telecom, Inc.	c/o IDT 520 Broad Street Newark, NJ 07102
Joyce J. Mason	Secretary and Director	Senior Vice President, General Counsel and Secretary of IDT	c/o IDT 520 Broad Street Newark, NJ 07102

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EX-99.1

Exhibit 1

SECURITIES PURCHASE AGREEMENT, dated May 23, 2003 (this “Agreement”), by and between Microsoft Corporation, a Washington corporation (“Seller”), and IDT Venture Capital, Inc., a Delaware corporation (“Buyer”).

RECITALS

WHEREAS, Seller beneficially owns 636,056,024 ordinary shares, par value 10p per share (the “Ordinary Shares”), of Telewest Communications plc, a company incorporated in England and Wales (“Telewest”), and 60,322,654 limited voting convertible ordinary shares, par value 10p per share, of Telewest (the “Limited Shares”) (the Ordinary Shares and the Limited Shares, the “Telewest Shares”); and

WHEREAS, Seller beneficially owns the Telewest Shares through Microsoft UK Cable, Inc., a Colorado corporation and wholly owned subsidiary of Seller (“MUKC”), and Microsoft Cable Partnership Holdings, Inc., a Colorado corporation and wholly owned subsidiary of Seller (“MCPH” and together with MUKC, the “Holding Subsidiaries”); and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Holding Subsidiaries, on the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and agreements contained in this Agreement, the parties hereto, intending to be legally bound, hereby agree as follows:

AGREEMENT

Section 1.    Purchase and Sale.    On the terms and subject to the conditions set forth in this Agreement, on the date hereof Seller is selling to Buyer, and Buyer is purchasing from Seller, all the common stock, no par value per share, of MUKC and all the common stock, no par value per share, of MCPH (together, the “Holding Company Stock”) for a cash purchase price of U.S. $5,000,000 (the “Purchase Price”).

Section 2.    Closing; Deliveries.    The closing of the purchase and sale contemplated by Section 1 (the “Closing”) is being held concurrently with the execution of this Agreement at the offices of Sullivan & Cromwell, 125 Broad Street, New York, NY. At the Closing, the following items shall be delivered by the parties:

(a)    By Seller.    Seller shall deliver or caused to be delivered to Buyer stock certificates representing the Holding Company Stock, accompanied by stock powers in favor of Buyer, duly executed in blank, instructions substantially in the form attached hereto as Exhibit A and resignations or removals of the officers and directors of the Holding Subsidiaries effective as of the Closing; and

(b)    By Buyer.    Buyer shall deliver to Seller the Purchase Price, by wire transfer of immediately available funds to an account previously designated by Seller.

Section 3.    Representations and Warranties by Seller.    Seller represents and warrants to Buyer that as of the date hereof:

(a)    Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Washington and has the requisite power and authority to own its assets and properties and carry on its business as is now being conducted. The Holding Subsidiaries are corporations duly incorporated, validly existing and in good standing under the laws of the State of Colorado and have the requisite power and authority to own their assets and properties and carry on their businesses as now being conducted. The Holding Subsidiaries are wholly-owned subsidiaries of Seller, the Holding Company Stock represents all of the issued and outstanding shares of capital stock of the Holding Subsidiaries, and the Holding Subsidiaries have no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from the Holding Subsidiaries, shares of any class of their capital stock.

(b)    Seller has the power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Seller of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Seller. This Agreement has been validly executed and delivered by Seller and constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms.

(c)    The Holding Company Stock is owned beneficially and of record by Seller, has been duly authorized and validly issued and is fully paid and non-assessable and was not issued in violation of any applicable securities laws or the preemptive or similar rights of any other person. The Telewest Shares are owned beneficially by MUKC and MCPH. Each of MUKC and MCPH has good and valid title to the Telewest Shares it owns, free of any pledge, security interest, lien, charge, encumbrance, pre-emptive right, proxy, voting trust, agreement, equity, claim or option of whatever nature, except that the Telewest Shares are subject to the terms and provisions of the Deed Poll, dated July 7, 2000, and the Deed Poll, dated September 21, 2000 (together, the “Deed Polls”), and the Revised New Relationship Agreement, dated as of March 3, 2000, among Seller, Liberty Media International, Inc., Liberty UK Holdings, Inc., Liberty UK, Inc. and Telewest, as amended (the “Relationship Agreement”). Upon delivery of the certificate(s) for the Holding Company Stock at the Closing against receipt by Seller of the Purchase Price, Seller will pass to Buyer good and valid title to the Holding Company Stock, free and clear of any pledge, security interest, lien, charge, encumbrance, pre-emptive right, proxy, voting trust, agreement, equity, claim, option, restriction on transfer or voting or other defect in title or other third party right whatsoever, assuming the representation set forth in Section 4(g) is accurate.

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(d)    The Telewest Shares shall cease to be subject to the terms and provisions of the Deed Polls and the Relationship Agreement concurrent with the Closing, assuming the representation set forth in 4(g) is accurate.

(e)    The execution, delivery and performance of this Agreement by Seller do not (i) conflict with or result in any breach of any provision of the organizational documents of Seller, MUKC or MCPH, (ii) result in a violation or 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, or require any consent under, any indenture, license, contract, agreement or other instrument or obligation to which Seller, MUKC or MCPH is a party, other than complying with Section 8 of the Relationship Agreement or (iii) violate any order, writ, injunction, decree or award rendered by any governmental or regulatory authority or court, domestic or foreign (a “Governmental Entity”) or violate any statute, rule or regulation (collectively, “Laws”) applicable to Seller, MUKC or MCPH or require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity; it being understood that no representation or warranty is being made in this Section 3(e)(iii) in respect of the competition laws of the European Union or of any other country or jurisdiction.

(f)    No agent, broker, investment banker, financial advisor or other person or entity is or will be entitled, by reason of any agreement, act or statement by Seller or any of its affiliates or any representative of Seller to any financial advisory, broker’s, finder’s or similar fee or commission, to reimbursement of expenses or to indemnification or contribution in connection with the transactions contemplated hereby.

(g)    Other than the Telewest Shares, neither Seller nor any of its controlled affiliates beneficially owns any equity securities or securities convertible into any equity securities (or any interest in any such securities) of Telewest as of the date hereof; it being understood that no representation is being given herein with respect to any purchases that may have been effected by any outside manager of Seller acting in its discretionary capacity. Neither Seller nor any affiliate of Seller that at the relevant time is acting “in concert” with Seller (within the meaning of the U.K. City Code), including, without limitation, the Holding Subsidiaries, has acquired any direct or indirect beneficial ownership interest in any securities of Telewest, including, without limitation, any Ordinary Shares or Limited Shares, during the 12 month-period ending on the date hereof; it being understood that no representation is being given herein with respect to any purchases that may have been effected by (i) any director or officer in his or her individual capacity or by his or her personal investment vehicles or (ii) any outside manager of Seller acting in its discretionary capacity.

(h)    The Telewest Shares are the only assets owned by the Holding Subsidiaries. Neither of the Holding Subsidiaries has any liabilities or obligations of a nature thatwould be material to either of the Holding Subsidiaries, as the case maybe, other than stamp duty tax or other similar transfer tax imposed on either of the Holding Subsidiaries,

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as a result of the transactions contemplated by this Agreement; it being understood that, with respect to any liabilities or obligations relating to taxes imposed on the business or operations of the Holding Subsidiaries, this representation is only given with respect to such liabilities or obligations imposed after July 7, 2000.

(i)    Since January 1, 2001, each of the Holding Subsidiaries is in compliance with all Laws in respect of the conduct of its business and ownership, possession and maintenance of its assets, except for such noncompliance which would not have a material adverse effect on the condition, financial or otherwise, or on the business affairs of either of the Holding Subsidiaries, as the case may be.

(j)    Neither Holding Subsidiary has any employees. The officers and directors of each Holding Subsidiary immediately prior to the Closing are identified on Exhibit B hereto.

Section 4.    Representations and Warranties of Buyer.    Buyer represents and warrants to Seller that as of the date hereof:

(a)    Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite power and authority to own its assets and properties and carry on its business as is now being conducted.

(b)    Buyer has the power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite corporate action on its part. This Agreement has been duly and validly executed and delivered by it and constitutes a valid and binding agreement of it, enforceable against it in accordance with the terms hereof.

(c)    The execution, delivery and performance of this Agreement by it do not (i) conflict with or result in any breach of any provision of its certificate of incorporation or bylaws, (ii) result in a violation or 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, or require any consent under, any indenture, license, contract, agreement or other instrument or obligation to which it is a party, which would adversely affect its ability to perform its obligations hereunder (including the ability to consummate the transactions contemplated hereby) or (iii) violate any order, writ, injunction, decree or award rendered by any Governmental Entity or any Laws applicable to it or require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity.

(d)    No agent, broker, investment banker, financial advisor or other person or entity is or will be entitled, by reason of any agreement, act or statement by it or any of its shareholders or representatives to any financial advisory, broker’s, finder’s or similar

4

fee or commission, to reimbursement of expenses or to indemnification or contribution in connection with the transactions contemplated hereby.

(e)    Buyer is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring the Holding Company Stock for investment purposes only, for its own account and not with a view to, or for, the resale or distribution thereof in violation of applicable U.S. federal or U.S. state or United Kingdom securities laws. Buyer understands that the Holding Company Stock has not been registered under the Securities Act or any state securities laws, and it agrees that such securities may not be offered, sold or otherwise disposed of except in compliance with the Securities Act and any applicable state securities laws.

(f)    Buyer has sufficient funds to perform its obligations under this Agreement.

(g)    Buyer does not control, is not controlled by and is not under common control with any member of the Liberty Group (as defined in the Relationship Agreement). For this purpose, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a person, whether through the ownership of voting securities, by contract or otherwise.

Section 5.    Indemnification.

(a)    Indemnification by Seller.    Subject to written notice of such claim for indemnification being given to Seller within the appropriate survival period referred to in Section 6, Seller shall indemnify, defend and hold harmless Buyer, its affiliates and their respective directors, officers, employees or representatives, from and against any and all claims, costs, expenses, damages, liabilities or losses (including, without limitation, from and against any judgment, settlement, attorneys’ fees and other reasonable out-of-pocket costs or expenses incurred in connection with the defense of any action or threatened action or proceeding) (collectively, “Claims”) to the extent relating to or arising out of any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement

(b)    Indemnification by Buyer.    Subject to written notice of such claim for indemnification being delivered to Buyer within the appropriate survival period set forth in Section 6 to the extent applicable, Buyer agrees to indemnify, defend and hold harmless Seller, its affiliates and their respective directors, officers, employees or representatives, from and against any and all Claims to the extent relating to or arising out of (i) any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement or (ii) Rule 9 or any other provision of the U.K. City Code relating to or arising out of, from and after the date hereof, (A) the existence of this Agreement or (B) any action taken by or any failure to take any action by Buyer or any person to whom Buyer transfers the Holding Company Stock or the assets therein or any other person with whom Buyer has any agreement, understanding or arrangement in respect of the Holding Company Stock or any of the Telewest Shares, except to

5

the extent that such Claim results from or arises out of any breach by Seller of its representation or warranty set forth in Section 3(g).

(c)    Third Party Claims.    Promptly after the receipt by Seller or Buyer of notice of any claim, action, suit or proceeding by any person or entity who is not a party to this Agreement (collectively, an “Action”) which is subject to indemnification hereunder, such party (the “Indemnified Party”) shall give written notice of such Action to the party from whom indemnification is claimed (the “Indemnifying Party”). The Indemnified Party’s failure to so notify the Indemnifying Party of any such matter shall not release the Indemnifying Party, in whole or in part, from its obligations to indemnify under this Section 5, except to the extent the Indemnified Party’s failure to so notify actually prejudices the Indemnifying Party’s ability to defend against such Action. The Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) admit in writing to the Indemnified Party, the Indemnifying Party’s liability to the Indemnified Party for all or a significant portion of such Action under the terms of this Section 5; (ii) notify the Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof; and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Action, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of the Indemnified Party unless (A) the Indemnifying Party has agreed to pay such fees and expenses, (B) any relief other than the payment of money damages is sought against the Indemnified Party or (C) the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such case the fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party. No Indemnifying Party shall, without the written consent of the Indemnified Party, settle or compromise or consent to entry of any judgment with respect to any such Action in which any relief is sought against any Indemnified Party or any Action unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified Party of a release from all liability with respect to such Action.

Section 6.    Survival.    The representations and warranties of the parties set forth in this Agreement shall survive the Closing for a period of two years, except that the representations set forth in Sections 3(a), 3(b), 3(c), 3(d), 4(a) and 4(b) shall survive forever.

6

Section 7.    Notices.    All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication, as follows:

(a)    if to Seller:

Microsoft Corporation

One Microsoft Way

Redmond, Washington 98052

Attention:  Richard P. Emerson

Facsimile:  (425) 936-7329

with copies to:

Microsoft Corporation

One Microsoft Way

Redmond, Washington 98052

Attention:  Law and Corporate Affairs (Keith R. Dolliver)

Facsimile:  (425) 936-7329

and

Sullivan & Cromwell

125 Broad Street

New York, New York 10004

Attention:  Alexandra D. Korry

Facsimile:  (212) 558-3588

(b)    if to the Buyer:

IDT Venture Capital, Inc.

C/o IDT Corporation

520 Broad Street

Newark, New Jersey 07102

Attention:  Ely Tendler, Esq.

Facsimile:  (973) 438-1616

with a copy to:

McDermott, Will & Emery

50 Rockefeller Plaza

New York, NY 10020

Attention:  Mark Selinger, Esq.

Facsimile:  (212) 547-5444

7

or to such other person or address as any party shall specify by notice in writing to the other party. All notices and other communications given to a party in accordance with the provisions of this Agreement shall be deemed to have been given (i) three business days after the same are sent by certified or registered mail, postage prepaid, return receipt requested, (ii) when delivered by hand or transmitted by telecopy (answer back received), if received prior to 5 p.m. on a business day, otherwise on the next business day or (iii) one business day after the same are sent by a reliable overnight courier service, with acknowledgment of receipt requested.

Section 8.    Third Party Beneficiaries.    Except as expressly provided herein, nothing contained in this Agreement is intended to confer on any person other than the parties and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 9.    Governing Law; Waiver of Jury Trial.    This Agreement shall be governed by and construed under the provisions of New York law applicable to contracts to be performed in New York. To the fullest extent permitted by applicable law, each party hereby irrevocably waives any right to a trial by jury in any proceeding brought with respect to this Agreement.

Section 10.    Consent to Jurisdiction.    Each party irrevocably submits to the non-exclusive jurisdiction of the federal or state courts located in the State of New York in any action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, provided, however, that such consent to jurisdiction is solely for the purpose referred to in this Section and shall not be deemed to be a general submission to jurisdiction of said courts or in the State of New York other than for such purpose. Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding brought in such a court and any claim that any such action, suit or proceeding brought in such a court has been brought in an inconvenient forum.

Section 11.    Descriptive Headings.    The descriptive headings herein are inserted for convenience of reference only and shall in no way be construed to define, limit, describe, explain, modify, amplify, or add to the interpretation, construction or meaning of any provision of, or scope or intent of, this Agreement nor in any way affect this Agreement.

Section 12.    Counterparts.    This Agreement may be signed in counterparts, each of which when so executed will be deemed an original and all of which, taken together, will constitute one and the same agreement.

Section 13.    Assignment.    Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto without the

8

prior written consent of the other party. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors, permitted assigns and, with respect to Section 5, any person entitled to be indemnified thereunder.

Section 14.    Expenses.    The parties hereto will each pay their respective expenses (including fees and expenses of legal counsel, investment bankers, brokers or other representatives or consultants) in connection with this Agreement; provided, however, that Buyer shall be responsible for any stamp duty tax or other similar transfer tax imposed on any of the parties hereto or their respective affiliates as a result of the transactions contemplated by this Agreement; it being understood that Seller promptly shall pay to the relevant authorities any taxes as to which Buyer makes any payment to Seller hereunder.

Section 15.    Entire Agreement.    This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior communications, understandings and agreements between the parties hereto relating to the subject matter hereof.

Section 16.    Amendment.    This Agreement may be modified or amended only with the written consent of each of the parties. Any provision hereof may be waived (either generally or in a particular instance) in writing by the party entitled to enforce such provision. No delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any waiver on the part of any party of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor will any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

Section 17.    Name Change.    As soon as reasonably practicable following Buyer’s purchase of the Holding Company Stock, Buyer shall cause MCPH or MUKC, as the case may be, to file an amendment to its certificate of incorporation with the Secretary of State of the State of Colorado changing its name so as to exclude any reference to the term “Microsoft,” “MS” or any similar marks belonging to Seller.

Section 18.    Confidentiality.    Unless otherwise required by applicable law or by obligations pursuant to any listing agreement with or rules of any securities exchange, Buyer and Seller shall not issue any press release or otherwise make any public statement concerning the transactions contemplated hereby, and if disclosure is required by applicable law or by any securities exchange, Buyer and Seller shall consult to the extent practicable prior to any such disclosure; provided, however, that notwithstanding the foregoing, Buyer and Seller (and each employee, representative, or other agent of Buyer and Seller) may disclose to any and all persons, without any limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to such person relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure shall remain subject to the

9

confidentiality provisions of this Agreement (and the foregoing sentence shall not apply) to the extent disclosure of such information could result in any violation of applicable securities laws. For this purpose, “tax treatment and tax structure” means any facts relevant to the federal income tax treatment of the transaction contemplated by this Agreement but does not include information relating to the identity of the parties hereto.

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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly signed as of the date first above written.

MICROSOFT CORPORATION
By:
	Name:
	Title:
IDT VENTURE CAPITAL, INC.
By:
	Name:
	Title:

EXHIBIT A

[Microsoft Logo]

May 23, 2003

Northern Trust

[Address]

Attn: Stephanie Alston

To Whom It May Concern:

Attached is a form of Securities Purchase Agreement (the “Securities Purchase Agreement”), dated May 23, 2003, between Microsoft Corporation, a Washington corporation, and IDT Venture Capital Inc., a Nevada corporation (“IDT”), pursuant to which Microsoft will sell Microsoft U.K. Cable, Inc., a Colorado corporation (“UK Cable”), and Microsoft Cable Partnership Holdings, Inc., a Colorado corporation (“Cable Partnership”), to IDT. By virtue of the aforementioned sale, Microsoft intends to transfer the 636,056,024 ordinary shares (the “Shares”) of Telewest Communications plc. currently held in CREST account number             . We hereby irrevocably instruct you to transfer the Shares to a CREST account to be opened by IDT on behalf of UK Cable and Cable Partnership upon your receipt of an executed copy of the Securities Purchase Agreement.

MICROSOFT CORPORATION
By:
	Name:
	Title:

EXHIBIT B

DIRECTORS AND OFFICERS OF MICROSOFT UK CABLE, INC. AND MICROSOFT

CABLE PARTNERSHIP HOLDINGS, INC.

Microsoft UK Cable, Inc.

Name	Title
Brent Callinicos	President and Treasurer
John A. Seethoff	Vice President, Secretary and Director
Kevin J. Fay	Vice President, Assistant Secretary

Microsoft Cable Partnership Holdings, Inc.

Name	Title
Brent Callinicos	President and Treasurer
John A. Seethoff	Vice President, Secretary and Director
Kevin J. Fay	Vice President, Assistant Secretary

EX-99.2

Exhibit 99.2

TELEWEST COMMUNICATIONS PLC

TELEWEST FINANCE (JERSEY) LIMITED

IDT CORPORATION

VOTING AGREEMENT

This Agreement concerning voting and other matters (as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”) is entered into by (i) Telewest Communications plc (“Telewest” or the “Company”), (ii) Telewest Finance (Jersey) Limited (“Telewest Jersey”) and (iii) IDT Corporation on behalf of itself and each of its subsidiaries (as defined in section 736 of the Companies Act 1985, as amended (the “1985 Act”)) (“IDT”). IDT shall procure that the registered owners of certain shares in the Company to vote in connection with a proposed financial restructuring of the Company and Telewest Jersey, the principal terms of which are described in Appendix 1 attached hereto (the “Financial Restructuring”).

The Financial Restructuring is to be implemented through (i) the completion of the proceedings and actions referred to in this Agreement and any proceeding or arrangement that the Company, Telewest Jersey and the ad hoc committee (the “Noteholder Committee”) of holders of certain high yield notes issued by the Company and Telewest Jersey (the “Notes”) may agree in writing to be necessary under English, Jersey and US law (collectively, the “Proceedings”), which includes the following: a scheme of arrangement of the Company (the “Plc Scheme”) under section 425 of the 1985 Act; a scheme of arrangement of Telewest Jersey (the “Jersey Scheme”) under section 425 of the 1985 Act and/or section 125 of the Companies (Jersey) Law 1991, as amended; and ancillary proceedings in respect of the Plc Scheme and/or the Jersey Scheme pursuant to Section 304 of the U.S. Bankruptcy Code (the “Section 304 Proceedings”); and (ii) the following related steps:

(a) the passing of the shareholder resolutions of Telewest specified in Appendix 1 in order to implement the Financial Restructuring (the “Shareholder Resolutions”);

(b) the execution of a revised loan agreement between Telewest Communications Networks Limited (“TCN”) and its lenders on substantially the terms specified in Appendix 1;

(c) the termination of the relationship agreement dated as of 3 March 2000 as amended by an amendment agreement dated as of 18 May 2001 between, inter alia, Microsoft Corporation, Liberty Media International, Inc. and Telewest;

(d) the cancellation of the intercompany loans between Telewest and TCN under which the proceeds of the Notes were lent to TCN; and

(e) the satisfaction (or waiver by the Company or Telewest Jersey (as the case may be)) of the conditions to the Plc Scheme and the Jersey Scheme,

together with the Proceedings, the “Restructuring Steps”.

In consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, Telewest Jersey and IDT (collectively, the “Parties”), intending to be legally bound, agree as follows:

1. IDT Agreements.    IDT shall procure that the registered holders of certain shares specified on the signature page hereto (the “Relevant Shares”) to exercise the votes attaining to those shares in accordance with the directions of IDT. IDT agrees and represents that, subject to the following Sections hereof and, in respect of sub-sections (a) to (c) below, subject to its receipt of legally sufficient documents in respect of the Plc Scheme and the Jersey Scheme that reflect an arrangement consistent with the terms of this Agreement for the implementation of the Financial Restructuring:

(a) it shall vote, or procure that the relevant registered holders shall vote, in favour of the Shareholder Resolutions in relation to the holdings of shares set out on the signature pages hereto and in relation to any other shares of the Company it, or any of its affiliates, may acquire;

(b) it will not vote (or cause to be voted) in favour of, or otherwise support, encourage or seek, directly or indirectly, (i) any commencement of or relief in an involuntary case under any applicable insolvency or other similar law with respect to the Company, Telewest Jersey or TCN, or all or substantially all of the assets of any of them, (ii) the appointment of a receiver, administrative receiver, administrator, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, Telewest Jersey or TCN, or all or substantially all of the assets of any of them, (iii) any scheme of arrangement or plan of voluntary arrangement or any other plan of reorganization with respect to the Company, Telewest Jersey or TCN, or all or substantially all of the assets of any of them; or (iv) any other compromise with the creditors of, or financial restructuring relating to, the Company, Telewest Jersey or TCN, or all or substantially all of the assets of any of them; other than, in each case, the Financial Restructuring and the Proceedings; and

(c) it will not sell, transfer or assign, and will not permit any member of the IDT Group to sell, transfer or assign any of the Relevant Shares or any voting interest therein during the term of this Agreement except to a person who, prior to such sale, transfer or assignment, enters into a written undertaking in favour of the Parties hereto to be bound by the provisions hereof as if such person were IDT.

2. Telewest and Telewest Jersey Agreements

Financial Restructuring: The Company and Telewest Jersey each undertake and shall cause the other companies in the Telewest Group to undertake to take all acts reasonably necessary to effect the Financial Restructuring as promptly as possible. Telewest hereby confirms that each of its directors has confirmed that he or she will,

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subject to their fiduciary and any other duties imposed on them by law and their responsibilities under the City Code on Takeovers and Mergers and the Listing Rules of the UK Listing Authority, recommend the Financial Restructuring to Telewest’s shareholders and its creditors.

3. Termination of Agreement.    IDT’s obligations hereunder shall terminate upon the occurrence of any Agreement Termination Event, unless the occurrence of such Agreement Termination Event is waived in writing by IDT.

For the purposes hereof an “Agreement Termination Event” shall mean any of the following:

(a) the posting of the public documents in respect of the Plc Scheme shall not have occurred on or before 31 July 2003 provided that it shall not be an Agreement Termination Event if an explanatory statement in respect of the Plc Scheme and Jersey Scheme shall have been made publicly available on or before 30 June 2003;

(b) the date on which the order of the High Court which sanctions the Plc Scheme is delivered to the Registrar of Companies for registration (the “Effective Date”) shall not have occurred on or before 30 September 2003;

(c) the Company or any administrator appointed in respect of the Company withdraws the Plc Scheme or such person failing to confirm to IDT within 48 hours of a request from IDT that it is that person’s intention to continue with and recommend the Financial Restructuring in all material respects as set out in Appendix 1; or

(d) a failure to obtain any order of any court, when applied for, or a requisite majority for any vote, when sought, where the failure to obtain such order or majority is reasonably deemed by IDT to be likely to result in the Effective Date occurring after 30 September 2003 or not occurring at all; or

(e) the making of a permanent order of any court or governmental body of competent jurisdiction restraining, enjoining or otherwise preventing the consummation of the Financial Restructuring.

4. Amendments.    This Agreement may not be modified, amended or supplemented except in writing signed by each of the Parties affected by such modification, amendment or supplement.

5. Governing Law and Jurisdiction.    This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales. All the parties agree that the courts of England are to have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) which may arise in connection with the creation, validity, effect, interpretation or performance of, or the legal relationships established by, this Agreement or otherwise arising in connection with this Agreement and for such purposes irrevocably submit to the exclusive jurisdiction of the English courts. IDT shall at all times maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with this Agreement. Such agent shall be McDermott Will & Emery

Page 3

currently of 7 Bishopsgate, London EC2N 3AR and any claim form, judgment or other notice of legal process or any other notice in relation to this Agreement shall be sufficiently served on IDT if delivered to such agent at its address for the time being. IDT irrevocably undertakes not to revoke the authority of the above agent.

6. No Third Party Beneficiaries.    This Agreement is only for the benefit of the undersigned parties and nothing herein, expressed or implied, is intended or shall be construed to confer upon any person or entity other than such undersigned parties, any rights or remedies under or by reason of, and no person or entity other than undersigned parties, is entitled to rely in any way upon, this Agreement.

7. Specific Performance.    It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance, an injunction or other equitable relief as a remedy of any such breach.

8. Fees and Expenses.    If any Party brings an action against any other Party based upon a breach by the other Party of its obligations under this Agreement, the prevailing Party shall be entitled to all reasonable expenses incurred, including reasonable legal and financial advisers’ fees.

9. Headings.    The headings of the Sections, paragraphs and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.

10. Successors.    This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors, heirs, executors, administrators and representatives.

11. Prior Negotiations.    This Agreement and Appendix 1 supersede all prior negotiations with respect to the subject matter hereof.

12. Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement.

13. Notices.    Any notice or other communication to be given under this Agreement shall be in writing and shall be delivered by hand or sent by prepaid first class recorded delivery (or registered airmail in the case of an address outside the United Kingdom) and shall be addressed to the party to be served at its registered or principal office (marked for the attention of the General Counsel/Head of Legal). Notices sent prepaid by first class recorded delivery shall be deemed to be received on the second day following posting and those sent by registered airmail (in the case of an address outside the United Kingdom) shall be deemed to be received on the fifth day following posting.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement Concerning Voting to be executed as of the date set forth below.

Dated:                             2003

TELEWEST COMMUNICATIONS PLC
By:
	Name:
	Title:
TELEWEST FINANCE (JERSEY) LIMITED
By:
	Name:
	Title:
IDT CORPORATION
By:
	Name:  Ira A. Greenstein
	Title:    President

Shares over which IDT shall cause the legal entities listed below to exercise the votes attaining to such shares in accordance with IDT’s directions:

Registered Holder	Ordinary Shares	Limited Voting Shares	Total	% of issued share capital
Microsoft UK Cable, Inc.	595,670,822	60,322,654	655,993,476
Microsoft Cable Partnership Holdings, Inc.	40,385,202	—	40,385,202
Total IDT Holdings	636,056,024	60,322,654	696,378,678	24%

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Appendix 1

Principal terms of Financial Restructuring

Telewest Liabilities:	All liabilities of the Company at the Effective Date in respect of: (a)    the Notes other than the 6% Senior Convertible Notes due 2005 issued by Telewest Jersey (the “Jersey Notes”); (b)    the Accreting Convertible Notes due 2003 issued to Deutsche Telekom (the “Accreting Notes”); (c)    the Company’s guarantee of the Jersey Notes (the “Jersey Guarantee Liability”); and (d)    inter-company debt balances owed by the Company to Telewest Jersey in relation to the on-loan of the          proceeds of issue of the Jersey Notes (the “Intercompany Debt”), together with all interest, accruals, derivative or other claims arising in respect of such liabilities against the Company (the “Telewest Liabilities”), will be cancelled and exchanged for new ordinary shares in the capital of the Company (“New Shares”). No other liabilities of the Company will be compromised as part of the Plc Scheme.
Jersey Liabilities:	All liabilities of Telewest Jersey in respect of: (a)    the Jersey Notes; and (b)    the release of the Intercompany Debt, together with all interest, accruals, derivative or other claims arising in respect of such liabilities against Telewest Jersey (the “Jersey Liabilities”) will be cancelled and exchanged for New Shares. No other liabilities of Telewest Jersey will be compromised as part of the Jersey Scheme.
Principal amounts:	The principal amounts (the “Principal Amounts”) as at the record date for the Plc Scheme and the Jersey Scheme (the “Record Date”) will be: (a)    in respect of the Notes and the Accreting Notes, the aggregate of the face value or accreted amount; and (b)    in respect of the Jersey Guarantee Liability and the Intercompany Debt, the aggregate face value of the Jersey          Notes.
Interest amounts:	The interest amounts (the “Interest Amounts”) as at the Record Date will be: (a)    in respect of the Notes, the aggregate of interest and default interest that has accrued and remains unpaid          (if any); and (b)    in respect of the Jersey Guarantee Liability and the Intercompany Debt, the aggregate of interest and default          interest that has accrued and remains unpaid on the Jersey Notes.
Exchange rate:	The closing mid-point exchange rate for the exchange of US dollars to Sterling on the latest practicable date for inclusion of information in the explanatory statement relating to the Plc Scheme and Jersey Scheme prior to printing.
Total claims:	In relation to the Plc Scheme and the Jersey Scheme, the aggregate of the relevant Principal Amounts and the Interest Amounts at the Record Date.

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Plc Scheme Conditions:	The Plc Scheme is conditional upon the following having occurred, or being conditional only upon the occurrence of the Effective Date: (a)    the Shareholder Resolutions (as described below) having been passed; (b)    the Revised Senior Secured Facility Agreement (described below) having been signed; (c)    the admission to the Official List of the New Shares becoming effective in accordance with the Listing Rules          and the admission of such shares to the London Stock Exchange’s market for listed securities becoming          effective or the UK Listing Authority agreeing or confirming its decision to admit such shares to the          Official List and the London Stock Exchange agreeing to admit such shares to trading subject only to          (i) the allotment of such shares and/or (ii) the Telewest Scheme becoming unconditional in all respects; and (d)    the escrow agent agreement between Telewest, Telewest Jersey and the escrow agent having been signed.
New Shares:	In return for the cancellation of the Telewest Liabilities, New Shares will be issued to the relevant creditors representing 97 per cent. of the enlarged share capital of the Company. The Company’s current ordinary shareholders will retain the remaining 3 per cent. As part of the compromise of the Telewest Liabilities, Telewest Jersey will be entitled to receive New Shares in return for the cancellation of the Intercompany Debt. The Jersey Liabilities will be cancelled in exchange for the entitlement to receive New Shares that Telewest Jersey will receive as part of the compromise of the Telewest Liabilities.
Shareholder Resolutions:	Resolutions will be proposed at an extraordinary general meeting of the Company to: (a)    authorise the directors to allot the New Shares; (b)    consolidate and sub-divide the Company’s existing share capital into New Shares and deferred shares in          the capital of the Company; (c)    cancel the authorised but unissued limited voting shares in the capital of the Company; (d)    to amend the Company’s share schemes; (e)    disapply statutory pre-emption rights in respect of the allotment of the New Shares; and (f)     adopt new articles of association
Governance:	The new articles of association will not provide for any shareholder to have any special privileges or rights, including any veto rights. The board of directors will comprise seven to nine directors, a majority of whom will be non-executives. All non-executives will be ‘independent’ within the meaning of that term in the Higgs Report. The initial board of directors will be appointed by a committee to be formed for this purpose that will include representatives of the Noteholder Committee and at least one person nominated by Liberty, if Liberty so elects.
Revised Senior Secured Facility Agreement:	The Telewest Group will enter into an amended and restated loan agreement for committed facilities of £2,030 million comprising term loans of £1,840 million, a revolving credit facility of £140 million and an overdraft facility of £50 million together with uncommitted facilities of up to £125 million. Of the committed amount of £2,030 million, £1,885 million will mature on 31 December 2005 with the balance of £145 million maturing on 30 June 2006. The amended and restated loan agreement will be conditional upon, among other things, the compromise of the Telewest Liabilities becoming effective.

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