1 Introduction 1 2 Agreement 1 3 Payment of Trade Debts 5 7 Counterparts 6 8 Variation 6 9 Severance 6 10 Governing law 6 11 Jurisdiction 6

The Seller, the Buyer and the Guarantor are together the parties to a conditional share purchase agreement dated 7 September 2006 relating to the sale and purchase of the entire issued share capital of IDT Direct Limited (the “Share Purchase Agreement”).

The parties now wish to amend the Share Purchase Agreement as set out below in this Deed.

Except where a different interpretation is necessary in the context, the words and expressions used in this Agreement shall have the same meaning as those used in the Share Purchase Agreement.

Each of the Buyer, the Seller and the Guarantor hereby agree that the Share Purchase Agreement be amended as follows:

the definition of “Cash Consideration” be deleted;

the definition of “Trademark and Domain Name Assignment” be deleted;

the following new definitions be inserted in clause 1:

the following definitions at clause 1 be amended:

clause 3.1 be amended by (i) deleting “£24,000,000” on the first line and inserting “£4,000,000” in its place; (ii) deleting the letter “(a)” and the word “and” at the end of sub-clause (a); and (iii) deleting sub clause (b).

clause 4.1(b) be amended by deleting (i) the comma after “(5)” and inserting the word “and” in its place; (ii) the words “the Trademark and Domain Name Assignation” and inserting the words “Assignment of Generic Domain Names” in its place and (iii) the words “and the IDT Ireland Share Purchase Agreement” and inserting the words “Licence relating to Trademarks and Domain Names” in its place on the fourth line of this clause.

In clause 6.3(a) the words are deleted and replaced with:

clause 6.3 be amended by (i) deleting the words appearing in sub-clause (d) of clause 6.3 and inserting the words “procure the delivery to the Seller of the counterpart of the Supplementary Disclosure Letter duly signed by the Buyer” in their place, (ii) deleting sub-clause (i) of clause 6.3 in its entirety and re-numbering clause 6.3(j) accordingly and (iii) inserting the words “(or, as the case may be, by such Affiliate of the Buyer as is party to it)” after the words “duly signed by the Buyer” in each of sub-clauses (e), (f) and (i) (as renumbered) of clause 6.3.

a new clause 6.6 be inserted as follows:

a new clause 6.7 be inserted as follows:

Clause 8.6 be amended by inserting the words “or Customer Determination Date (as applicable)” after the words “Accounts Determination Date”.

a new clause 10.16 be inserted as follows:

clause 18.1 be amended by inserting the words “and the deed of amendment to be entered into between the parties immediately prior to Completion (the “Deed of Amendment”)” after the words “incorporated in it” and before the words “constitute the” on the first line.

clause 18.3 be amended by inserting the words “, the Deed of Amendment” after the words “Tax Deed” and before the words “or in any other” on the first line.

a new clause “24 Grossing up” be inserted as follows:

a new clause “25 Period between 1 October and Completion” be inserted as follows:

clauses 24 “Effect of Completion” to and including clause 37 “Execution” be re-numbered as clauses 26 “Effect of Completion” to and including clause 39 “Execution” and all cross references in the current clauses (i) 29 “Notices” and 4.4 to the number “29” be substituted with the number “31”; and (ii) 36 “Guarantee and indemnity” to the number 36 be substituted with the number “38”.

Part 2 of Schedule 2 be amended by (i) inserting the word “Company” after the words “secretary of the” in paragraph 7, (ii) deleting the words appearing in paragraph 8 and inserting the words “Evidence of the authority of those persons who have signed the Telemarketing Agreement on behalf of IDT Global Israel Limited” in its place, (iii) deleting the words appearing in paragraph 9 and inserting the words “The Assignment of Generic Domain Names duly signed by all parties to the agreement” in its place, (iv) deleting the words appearing in paragraph 17 and inserting the words “Licence relating to Trademarks and Domain Names duly signed by all parties to the agreement” in its place, (v) deleting the words appearing in paragraph 19 and inserting the words “Duly signed letters in the agreed form in respect of the waiver of certain indebtedness owed by and to the Company to and from members of the Seller’s Group,” (vi) inserting the words “(other than the Buyer)” after the words “to the agreement” in each of paragraphs 15, 16 and 18 and (vii) inserting a new paragraph 21 with the words “A copy of the minutes of a meeting of the directors of each of the Seller and the Guarantor authorising the execution by the appropriate signatories on behalf of the Seller and the Guarantor (as appropriate) of such agreements as the Seller and/or the Guarantor are to become party at Completion as provided in this Agreement (such copy minutes being certified as accurate by the company secretary of the Seller and the Guarantor (as appropriate)).”.

In Schedule 4 a new paragraph 23.6 shall be inserted as follows:

the Warranties contained in Schedule 4 shall be deemed to be amended and qualified to reflect (i) the obligations contemplated by this Agreement and (ii) (A) the waiver of amounts owed by and to the Company and from members of Seller’s Group (in the net amount of £8,827,255 of forgiveness of obligation owed by the Company), and (B) the payment of an obligation in the amount of £2,003,096 by IDT Global Limited to the Company and the payment of an obligation in such amount from the Company to IDT Global Limited, prior to Completion and any agreements entered into in connection therewith (the “Waiver of Debt”), including without limitation, those Warranties contained in clauses 4, 9.1 and 23.2 of Schedule 4 to the Share Purchase Agreement. For the avoidance of doubt, such Warranties shall be deemed to be amended and qualified without the need for express amendment in the Disclosure Letter.

paragraph 4.2 of Schedule 4 be amended by substituting the number “12.3” in place of “11.2” on the third line.

paragraph 9.1(h) of Schedule 4 be amended by deleting the words “[insert amount]” and inserting in their place the words “£25,000”.

in relation to Schedule 6: (i) the word “completion” in paragraph 2.1 of Schedule 6 be deleted and replaced with the words “30 September 2006”, (ii) the words “Completion Date” in paragraph 2.2 be deleted and replaced with the words “30 September 2006”, (iii) paragraph 2.4 of Schedule 6 be interpreted in light of the revised definitions of “IDT England NCL” and “IDT Ireland NCL” as set out in paragraph 2.1(d) above, and (iv) a new paragraph 2.5 of Schedule 6 be inserted as follows: “2.5 Any deferred tax asset shall not be included as an asset in the Completion Accounts or otherwise taken into account in their preparation” provided however, that in connection with the preparation of the Completion Accounts an amount for the deferred tax assets as of 30 September 2006 shall be prepared and agreed upon by the parties.”

there shall be added to Share Purchase Agreement a new Schedule 10 in the form appearing at Schedule 1 to this Agreement.

the words appearing below the heading “Customers” in Schedule 7 shall be deleted and there shall be inserted in their place the words appearing in Schedule 2 to this Agreement.