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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                        )                               
                                                        
                        )                               
                                                        
                        )   File No. EB-07-IH-5149      
     In the Matter of                                   
                        )   NAL/Acct. No. 200832080092  
     IDT Corporation                                    
                        )   FRN No. 0003-7900-37        
                                                        
                        )                               
                                                        
                        )                               


                                     ORDER

   Adopted:  October 29, 2008 Released: October 29, 2008

   By the Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau (the "Bureau") and IDT Corporation (the
       "Company"). The Consent Decree terminates the enforcement proceeding
       initiated by the Bureau against the Company for possible violation of
       section 220 of the Communications Act of 1934, as amended (the "Act"),
       and sections 43.51 and 64.1001 of the Commission's rules relating to
       the failure to file with the Commission an agreement with
       Telecommunications D'Haiti S.A.M. ("Teleco Haiti") and amendments
       thereto; failing to file a modification request for each of the
       amendments to rate schedules; and failing to obtain Commission
       approval prior to implementing modifications to rate schedules under
       the terms of the agreement.

    2. The Bureau and the Company have negotiated the terms of the Consent
       Decree that resolve this matter. A copy of the Consent Decree is
       attached hereto and incorporated by reference.

    3. In the absence of material new evidence relating to this matter, we
       conclude that the Bureau's investigation raises no substantial or
       material questions of fact as to whether the Company possesses the
       basic qualifications, including those related to character, to hold or
       obtain any Commission license or authorization.

    4. Accordingly, IT IS ORDERED that, pursuant to section 4(i) of the
       Communications Act of 1934, as amended, the Consent Decree attached to
       this Order IS ADOPTED.

    5. IT IS FURTHER ORDERED that the above-captioned investigation IS
       TERMINATED.

    6. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by first class mail and certified mail, return receipt
       requested, to Elliot Rothstein, Chief Legal Officer, IDT Corporation,
       520 Broad Street, Newark, NJ 07102.

   FEDERAL COMMUNICATIONS COMMISSION

   Kris Anne Monteith

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                        )                               
                                                        
                        )                               
                                                        
                        )                               
                            File No. EB-07-IH-5149      
     In the Matter of   )                               
                            NAL/Acct. No. 200832080092  
     IDT Corporation    )                               
                            FRN No. 0003-7900-37        
                        )                               
                                                        
                        )                               
                                                        
                        )                               


                                 CONSENT DECREE

    1. The Enforcement Bureau of the Federal Communications Commission (the
       "Commission" or "FCC") and IDT Corporation (the "Company"), by their
       authorized representatives, hereby enter into this Consent Decree for
       the purpose of terminating the Commission's investigation into whether
       IDT violated section 220 of the Communications Act of 1934, as amended
       (the "Act"), and sections 43.51 and 64.1001 of the Commission's Rules
       relating to the failure to file with the Commission an agreement with
       Telecommunications D'Haiti S.A.M. ("Teleco Haiti") and amendments
       thereto; the failure to file a modification request for each of the
       amendments to rate schedules; and the failure to obtain Commission
       approval prior to implementing modifications to rate schedules under
       the terms of the agreement.

   I. DEFINITIONS

    2. For the purposes of this Consent Decree, the following definitions
       shall apply:

    a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C.
       S: 151 et seq.

    b. "Adopting Order" means an Order of the Bureau adopting the terms of
       this Consent Decree without change, addition, deletion, or
       modification.

    c. "Bureau" means the Enforcement Bureau of the Federal Communications
       Commission.

    d. "Commission" and "FCC" mean the Federal Communications Commission and
       all of its bureaus and offices.

    e. "Compliance Plan" means the program described in this Consent Decree
       at paragraph 9.

    f. "Effective Date" means the date on which the Bureau releases the
       Adopting Order.

    g. "Foreign Carrier Service Agreements" means contracts, amendments, or
       modification requests related to the exchange of services, routing of
       traffic, accounting rates and division of tolls.

    h. "IDT" or "Company" means IDT Corporation, its affiliates and
       subsidiaries, and its predecessors-in-interest and
       successors-in-interest.

    i. "Investigation" means the investigation commenced by the Commission's 
       requests in February 2007 for copies of any contracts between the
       Company and  any Haitian telecommunications companies to determine
       whether the Company violated section 220 of the Communications Act of
       1934, as amended (the "Act"), and sections 43.51 and 64.1001 of the
       Commission's Rules relating to the failure to file with the Commission
       an agreement with Telecommunications D'Haiti S.A.M. ("Teleco Haiti")
       and amendments thereto; the failure to file a modification request for
       each of the amendments to rate schedules; and the failure to obtain
       Commission approval prior to implementing modifications to rate
       schedules under the terms of the agreement, which resulted in the
       Commission's Notice of Apparent Liability for Forfeiture issued on
       July 10, 2008.

    j. "Parties" means the Company and the Bureau.

    k. "Rules" means the Commission's regulations found in Title 47 of the
       Code of Federal Regulations.

    l. "Teleco Haiti" means Telecommunications D'Haiti S.A.M. and its
       predecessors-in-interest and successors-in-interest.

   II. BACKGROUND

    3. The Commission's Rules implementing its International Settlements
       Policy ("ISP") facilitate detection of arrangements between U.S. and
       foreign carriers with market power that have the potential to result
       in anticompetitive actions against competing U.S. carriers to the
       detriment of U.S. consumers. In particular, U.S. carriers must comply
       with specific filing obligations relating to contracts and other
       arrangements between U.S. and foreign carriers concerning the exchange
       of international telecommunications traffic, routing of traffic, rates
       and other matters.

    4. Specifically, section 43.51 of the Rules requires U.S. carriers who
       execute such agreements to file them with the Commission within thirty
       (30) days of execution, and to file a "modification request" prior to
       implementing any arrangement that offers terms different from those
       made available to any other carrier serving the same
       U.S.-international route.  Section 64.1001 of the Rules bars subject
       carriers from implementing any such arrangement absent prior
       Commission approval, and further requires that such carriers notify
       all other carriers providing service on the same international route
       of a modification request, concurrently with the filing of such
       request with the Commission.

    5. IDT is a publicly-traded, New Jersey-based company that provides a
       range of telecommunications services domestically and internationally,
       and is subject to the requirements discussed in paragraphs 3 through
       4, above. On October 22, 2003, an IDT subsidiary entered into a
       Carrier Service Agreement with Teleco Haiti that established the terms
       and conditions for the provision and purchase of wholesale
       telecommunications services on the U.S.-Haiti route, including the
       initial rate for such services. Between February 5, 2004 and November
       4, 2004, when the ISP was lifted from the U.S.-Haiti route, IDT and
       Teleco Haiti amended the agreement three times by establishing or
       amending the rates that would apply to Teleco Haiti's termination of
       U.S.-originated traffic. The three amended rates became effective on
       February 23, May 12, and August 1, 2004. At no point did IDT file the
       agreement or any of its amendments with the Commission, nor did the
       Company seek Commission approval or notify other carriers serving the
       U.S.-Haiti route before modifying or implementing the agreement and
       its amendments. On March 1, 2007, IDT submitted its Carrier Service
       Agreement with the Commission at the request of Commission staff, and,
       on May 23, 2007, IDT identified the rates established under the
       agreement, again at the request of Commission staff. On July 10, 2008,
       the Commission issued to IDT a Notice of Apparent Liability for
       Forfeiture, finding the company apparently liable for a forfeiture of
       $1.3 million.

   III. TERMS OF AGREEMENT

    6. Adopting Order. The Parties agree that the provisions of this Consent
       Decree shall be subject to final approval by the Bureau by
       incorporation of such provisions by reference in the Adopting Order
       without change, addition, modification, or deletion.

    7. Jurisdiction. IDT agrees that the Commission has jurisdiction over it
       and the matters contained in this Consent Decree and has the authority
       to enter into and adopt this Consent Decree.

    8. Effective Date; Violations. The Parties agree that this Consent Decree
       shall become effective on the date on which the Bureau releases the
       Adopting Order. Upon release, the Adopting Order and this Consent
       Decree shall have the same force and effect as any other Order of the
       Commission. Any violation of the Adopting Order or of the terms of
       this Consent Decree shall constitute a separate violation of a
       Commission  Order, entitling the Commission to exercise any rights and
       remedies attendant to the enforcement of a Commission Order.

    9. Compliance Plan. IDT agrees that it will develop (or further develop),
       within sixty (60) calendar days from the Effective Date, an internal
       Compliance Plan to ensure IDT's future compliance with the Act, the
       Commission's Rules, and the Commission's orders governing the
       execution of agreements with foreign carriers for the exchange of
       international traffic. For purposes of this Compliance Plan, "IDT"
       shall mean IDT Corporation and any and all of its U.S. communications
       common carrier affiliates and subsidiaries. The Compliance Plan shall
       include the following components:

    A. Compliance Training Program. IDT will develop (or further develop) and
       maintain a training program devoted to compliance with the Commission
       requirements governing the execution and FCC filing of agreements with
       foreign carriers for the exchange of international traffic on routes
       subject to the ISP. The training program will be for employees
       responsible for executing said agreements on behalf of IDT and IDT
       attorneys that review and/or approve said agreements. Training
       sessions will be conducted at least annually for such employees to
       ensure compliance with the Act and the Commission's regulations and
       policies and, for new employees who are engaged in such activities,
       within the first sixty (60) days of employment. This training program
       shall address at least the following subject matter areas:

       1. the international routes currently subject to the ISP;

       2. the specific filing obligations relating to contracts and other
          arrangements between IDT and foreign carriers for the exchange of
          international telecommunications traffic on routes subject to the
          ISP;

       3. the specific filing obligations for modification requests that
          offer terms different from those made available to any other
          carrier serving the same U.S.-international route subject to the
          ISP;

       4. the requirement for prior Commission approval before implementing
          any such arrangements on routes subject to the ISP;

       5. the requirement to notify all other carriers providing service on
          the same international route, subject to the ISP, of any
          modification request; and

       6. the potential ramifications of failing to comply with the Act and
          the Commission's Rules and Orders.

       7. IDT shall update and enhance the foregoing training as appropriate
          and necessary.

    B. Internal Controls. IDT will develop (or further develop), and shall
       maintain, internal control processes designed to ensure compliance
       with the Act and the Commission's Rules and Orders regarding contracts
       and other arrangements between IDT and foreign carriers for the
       exchange of international telecommunications traffic on routes subject
       to the ISP.

    C. Self-Reporting. IDT will promptly file with the Commission all current
       Foreign Carrier Service Agreements or amendments of such agreements
       between IDT and foreign carriers for the exchange of international
       traffic on routes currently subject to the ISP. IDT will file such
       agreements and amendments within fifteen (15) days of discovery or the
       Effective Date of this Consent Decree, whichever is later. If there
       are no such agreements, IDT shall so notify the Commission. IDT will
       report such filings to the Chief, Investigations and Hearings
       Division, Enforcement Bureau, Federal Communications Commission, 445
       12th Street, S.W., Washington, D.C. 20554.

    D. Compliance Report. IDT will file compliance reports with the
       Commission ninety (90) days after the Effective Date, twelve (12)
       months after the Effective Date, twenty-four (24) months after the
       Effective Date, and thirty-six (36) months after the Effective Date.
       Each compliance report shall include a compliance certificate from an
       officer, as an agent of IDT, stating that the officer has personal
       knowledge that IDT has operating procedures designed to ensure
       compliance with this Consent Decree. All compliance reports shall be
       submitted to Chief, Investigations and Hearings Division, Enforcement
       Bureau, Federal Communications Commission, 445 12th Street, S.W.,
       Washington, D.C. 20554.

    E. Termination Date.  Unless stated otherwise, the requirements of this
       Compliance Plan will expire thirty-six (36) months after the Effective
       Date.

   10. Voluntary Contribution. IDT agrees that it will make a voluntary
       contribution to the United States Treasury in the amount of four
       hundred thousand dollars ($400,000.00) ("Voluntary Contribution")
       within thirty (30) days after the Effective Date of the Adopting
       Order. The payment must be made by check or similar instrument,
       payable to the Order of the Federal Communications Commission. The
       payment must include the Account Number and FRN Number referenced in
       the caption to the Adopting Order. Payment by check or money order may
       be mailed to Federal Communications Commission, P.O. Box 979088, St.
       Louis, MO 63197-9000. Payment by overnight mail may be sent to U.S.
       Bank - Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza,
       St. Louis, MO 63101. Payments by wire transfer may be made to ABA
       Number 021030004, receiving bank Federal Reserve Bank of New York, and
       account number 27000001. The Company also will send electronic
       notification on the date said payment is made to
       Mindy.Littell@fcc.gov.

   11. Termination of Investigation. In express reliance on the covenants and
       representations in this Consent Decree and to avoid further
       expenditure of public resources, the Commission agrees to terminate
       its Investigation. In consideration of IDT's Voluntary Contribution
       and its agreement to develop and adhere to an internal Compliance Plan
       as set forth herein, the Commission shall not initiate or continue any
       inquiries, investigations, forfeiture proceedings, hearings, or
       actions, or impose any sanctions or penalties, against IDT or its
       affiliates or subsidiaries based in whole or in part on (i) the
       Investigation; (ii) any other investigation or complaint related to
       IDT's or any of its affiliates' or subsidiaries' compliance with
       sections 43.51 and 64.1001 of the Commission's rules (and Sections 211
       and 220 of the Communications Act, as amended, insofar as they relate
       to obligations to file with the Commission a copy of any agreement
       with a foreign carrier or modifications thereto) prior to the
       Effective Date with respect to any "Foreign Carrier Service
       Agreements" entered into by IDT on routes between the United States
       and any foreign country, (iii) the allegations contained in any of the
       foregoing, (iv) the underlying facts or conduct that relate to any of
       the foregoing, or (v) any act or omission by IDT or its affiliates or
       subsidiaries occurring prior to the Effective Date and relating to any
       of the foregoing.

   12. Waivers. IDT waives any and all rights it may have to seek
       administrative or judicial reconsideration, review, appeal or stay, or
       to otherwise challenge or contest the validity of this Consent Decree
       and the Order adopting this Consent Decree, provided the Commission
       issues an Order adopting the Consent Decree without change, addition,
       modification, or deletion. IDT shall retain the right to challenge
       Commission interpretation of the Consent Decree or any terms contained
       herein. If either Party (or the United States on behalf of the
       Commission) brings a judicial action to enforce the terms of the
       Adopting Order, neither IDT nor the Commission shall contest the
       validity of the Consent Decree or the Adopting Order, and IDT shall
       waive any statutory right to a trial de novo. IDT hereby agrees to
       waive any claims it may otherwise have under the Equal Access to
       Justice Act, 5 U.S.C. S: 504 and 47 C.F.R. S: 1.1501 et seq., relating
       to the matters addressed in this Consent Decree.

   13. Subsequent Rule or Order. The Parties agree that if any provision of
       the Consent Decree conflicts with any subsequent Rule or Order adopted
       by the Commission (except an Order specifically intended to revise the
       terms of this Consent Decree to which IDT does not expressly consent)
       that provision will be superseded by such Commission Rule or Order.

   14. Successors and Assigns. IDT agrees that the provisions of this Consent
       Decree shall be binding on its successors, assigns, and transferees.

   15. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties. The
       Parties further agree that this Consent Decree does not constitute
       either an adjudication on the merits or a factual or legal finding or
       determination regarding any compliance or noncompliance with the
       requirements of the Act or the Commission's Rules and Orders.

   16. Modifications. This Consent Decree cannot be modified without the
       advance written consent of both Parties.

   17. Paragraph Headings. The headings of the Paragraphs in this Consent
       Decree are inserted for convenience only and are not intended to
       affect the meaning or interpretation of this Consent Decree.

   18. Authorized Representative. Each party represents and warrants to the
       other that it has full power and authority to enter into this Consent
       Decree.

   19. Counterparts. This Consent Decree may be signed in any number of
       counterparts (including by facsimile), each of which, when executed
       and delivered, shall be an original, and all of which counterparts
       together shall constitute one and the same fully executed instrument.

   ________________________________

   Kris Anne Monteith

   Chief

   Enforcement Bureau

   Federal Communications Commission

   ________________________________

   Date

   ________________________________

   James A. Courter

   Chief Executive Officer

   IDT Corporation

   ________________________________

   Date

   47 U.S.C. S: 220; 47 C.F.R. S:S: 43.51(a)(1) and (e)(2), 64.1001(b) and
   (e) (2003).

   47 U.S.C. S: 154(i).

   47 U.S.C. S: 220; 47 C.F.R. S:S: 43.51(a)(1) and (e)(2), 64.1001(b) and
   (e) (2003).

   47 U.S.C. S: 220; 47 C.F.R. S:S: 43.51(a)(1) and (e)(2), 64.1001(b) and
   (e) (2003); IDT Corporation, Notice of Apparent Liability for Forfeiture,
   FCC 08-165, 2008 WL 2714526 (rel. July 10, 2008), response pending.

   47 C.F.R. S: 43.51(a)(1)(i), (ii) (2003).

   47 C.F.R. S: 64.1001(b) and (e) (2003).

   Letter from Troy F. Tanner, Bingham McCutchen LLP, Counsel for IDT Corp.,
   to Marlene H. Dortch, Secretary, Federal Communications Commission, dated
   March 1, 2007 (attaching Carrier Service Agreement between IDT and
   Telecommunications D'Haiti S.A.M., October 22, 2003) ("Tanner March 1
   Letter").

   Additional U.S.-International Routes Exempted from the International
   Settlements Policy, Public Notice, 19 FCC Rcd 22032, 22035 (2004).

   Letter from Troy F. Tanner, Bingham McCutchen LLP, Counsel for IDT Corp.,
   to Helen Domenici, Chief, International Bureau, Federal Communications
   Commission, dated May 23, 2007, at 2 ("Domenici May 23 Letter").

   Id. at 2.

   Tanner March 1 Letter, Attachment.

   Domenici May 23 Letter, at 2.

   See IDT NAL.

   Federal Communications Commission DA 08-2393

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   Federal Communications Commission DA 08-2393

   Federal Communications Commission DA 08-2393

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   Federal Communications Commission DA 08-2393