CONTRIBUTION AGREEMENT

This Contribution (Contribution Agreement) is made and entered into as of January 31, 2005, by and between Winstar Communications, LLC, a Delaware limited liability company (Transferor), and IDT Spectrum, Inc. a Delaware corporation (Transferee).

WHEREAS, Winstar Holdings, LLC (Holdings) is the sole shareholder of Transferor and Transferee; and

WHEREAS, Holdings has decided to redeploy certain assets of Transferor by transferring them to Transferee in order to maximize their income producing value;

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Contribution. Transferor hereby contributes, transfers and assigns to Transferee and its permitted assigns, forever, without recourse, representation or warranty, all of Transferors right, title and interest in and to the assets set forth on Schedule A hereto.

2. Exclusive Benefit. Nothing in this Contribution Agreement, express or implied, is intended to, or shall be construed to confer upon, or give to, any person, firm, corporation or entity other than Transferee, its successors and assigns, any remedy or claim under or by reason this Contribution Agreement or any provisions hereof, and all the provisions contained herein shall be for the exclusive benefit of Transferee, its successors and assigns.

3. Governing Law. This Contribution Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey, without regard to conflicts of laws principles thereof.

4. Counterparts. This Contribution Agreement may be executed in one or more counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Contribution Agreement as of the date first written above.