SECURITY AGREEMENT

This Security Agreement (this Agreement), dated as of November 11, 2005, is made by IDT SPECTRUM, INC., a Delaware corporation (Debtor), in favor of WINSTAR HOLDINGS, LLC (the Lender).

WHEREAS, Debtor is indebted to the Lender pursuant to a secured promissory note, originally dated as of January 31, 2005, amended and restated on August 18, 2005 and further amended and restated on November 11, 2005, in the principal amount of $10,000,000 (the Note), and other obligations referred to below;

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

1. DEFINITIONS

(a) Certain Defined Terms. As used in this Agreement, the following terms have the following meanings:

Collateral has the meaning specified in Section 2.

Default means the occurrence of an Event of Default as defined in the Note.

Secured Obligations means (i) all obligations of Debtor under the Note, (ii) all obligations of Debtor hereunder, and (iii) all other indebtedness, and obligations in connection therewith, of Debtor to the Lender, its successors and assigns, howsoever created, arising, or evidenced, whether direct or indirect, absolute or contingent, or now or hereafter existing, or due or to become due, in each case, as the same may be extended, renewed, amended, or otherwise modified from time to time.

Note has the meaning specified in the recitals to this Agreement.

Obligor means Debtor and each other party primarily or secondarily liable with respect to any of the Secured Obligations.

UCC means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New Jersey;

(b) Certain Incorporated Terms. Except as the context otherwise requires, terms (including, without limitation, account, chattel paper, deposit account, document,

goods, instrument, general intangible, payment intangible, inventory, equipment, investment property, supporting obligation, and proceeds) not otherwise defined herein, are used herein as defined in the UCC.

2. SECURITY INTEREST. As security for the payment and performance of the Secured Obligations, Debtor hereby grants to the Lender, a security interest in all of Debtors right, title, and interest in, to and under the following, wheresoever located and whether now existing or owned or hereafter acquired or arising (collectively, the Collateral): (i) all accounts; (ii) all chattel paper; (iii) all deposit accounts; (iv) all instruments; (v) all general intangibles (including all payment intangibles and all patents, trademarks and copyrights); (vi) all goods (including all inventory and all equipment); (vii) all investment property; (viii) all supporting obligations, (ix) all documents (including all warehouse receipts and bills of lading), and (x) all products and proceeds of any and all of the foregoing.

3. DEBTORS REPRESENTATIONS AND WARRANTIES. Debtor hereby represents and warrants to the Lender, as follows:

(a) Organization. Debtor is a corporation duly existing under the laws of the State of Delaware;

(b) Authorization, No Conflict. The execution, delivery, and performance by Debtor of this Agreement (i) are within Debtors corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not require any consent or approval of any person or entity (including any governmental authority) that has not been obtained, (iv) do not and will not result in a violation of any provision of law or of Debtors organizational documents, and (v) do not and will not result in a violation of or a default under any agreement binding upon Debtor or its assets;

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