0001125282-05-006241 Sample Contracts

INTERNAL AUDIT SERVICES AGREEMENT
Internal Audit Services Agreement • November 25th, 2005 • Net2phone Inc • Telephone communications (no radiotelephone) • New Jersey

BETWEEN: Net2Phone, Inc., a corporation existing under the laws of the State of Delaware USA, having its principal place of business at 520 Broad Street Newark, NJ 07102, USA; and

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IN-HOUSE COUNSEL INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 25th, 2005 • Net2phone Inc • Telephone communications (no radiotelephone) • New Jersey

This Indemnity Agreement, dated as of March 28, 2003, is made by and between Net2Phone, a Delaware corporation (the "Company"), and Glenn Williams (the "Indemnitee").

TAX SERVICES AGREEMENT
Tax Services Agreement • November 25th, 2005 • Net2phone Inc • Telephone communications (no radiotelephone) • New Jersey

BETWEEN: Net2Phone, Inc., a corporation existing under the laws of the State of Delaware USA, having its principal place of business at 520 Broad Street Newark, NJ 07102, USA; and

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 25th, 2005 • Net2phone Inc • Telephone communications (no radiotelephone) • New Jersey

The following sets forth the terms of a Stock Purchase Agreement between Net2Phone, Inc. ("N2P") and IDT Corporation, Inc. ("IDT, Inc.") and is intended to be binding on the parties hereto ("Purchase Agreement").

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