REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of March 3, 2004, by and among IDT Corporation, a Delaware corporation (the Company), and Liberty Media Corporation, a Delaware corporation (Liberty Parent), Microwave Holdings, L.L.C., a Delaware limited liability company (Microwave Holdings), Liberty TP Management, Inc., a Delaware corporation (LTPM), and Liberty IDTel, Inc., a Delaware corporation (LIDTel and, together with Liberty Parent, Microwave Holdings and LTPM, the Stockholders).

WHEREAS, the Company and Liberty Parent, among others, have entered into an Agreement and Plan of Merger, dated as of February 10, 2004 (the Merger Agreement), pursuant to which Liberty Parent, Microwave Holdings and LTPM are to receive, in the aggregate, 2,753,676 shares of the Companys Class B common stock, par value $.01 per share (the Class B Common Stock), in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the Act);

WHEREAS, the Company and LIDTel have entered into a Stock Exchange Agreement, dated the date hereof (the Stock Exchange Agreement), pursuant to which LIDTel is to receive 469,110 shares of Class B Common Stock in a transaction exempt from the registration requirements of the Act; and

WHEREAS, to induce Liberty Parent to enter into the Merger Agreement and LIDTel to enter into the Stock Exchange Agreement, the Company is entering into this Agreement with the Stockholders.

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

Section 1.                                            Definitions.  For the purposes of this Agreement:

1934 Act means the Securities Exchange Act of 1934, as amended.

Affiliate means, with respect to any person, any other person directly or indirectly controlling, controlled by or under common control with the first such person.

Financial Institution means a broker-dealer registered under Section 15(b) of the 1934 Act or an Affiliate thereof or any other financial institution or third party.

Holder means a holder of Registrable Securities.

Initial Number means the number of shares of Class B Common Stock initially issued by the Company to the Stockholders pursuant to the Merger Agreement and the Stock Exchange Agreement (appropriately adjusted for stock splits, stock dividends, reverse stock splits and other similar events affecting the Class B Common Stock).

person means any individual, partnership, corporation, limited liability

company, joint venture, association, joint-stock company, trust, unincorporated organization, government or agency or political subdivision thereof, or other entity.

register, registered and registration refer to a registration effected by preparing and filing a registration statement (including a shelf registration statement pursuant to Rule 415 promulgated under the Act (Rule 415)) in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement.

Registrable Securities means the shares of Class B Common Stock issued to the Stockholders pursuant to the Merger Agreement, the Stock Exchange Agreement and Section 2.8 of this Agreement, as adjusted for stock splits, stock dividends, reverse stock splits and other similar events affecting the Class B Common Stock or shares of Class B Common Stock sold short in respect of the foregoing; provided, however, that such securities shall cease to be Registrable Securities when and to the extent that (i) such securities have been sold pursuant to an effective registration statement under the Act, (ii) such securities have become eligible for resale pursuant to Rule 144(k) promulgated under the Act (or any similar provision then in force) or (iii) such securities have ceased to be outstanding.

Section 2.                                            Registration Rights.

2.1                                 (a) Registration Upon Demand.  At any time after the date hereof, one or more Holders that in the aggregate beneficially own at least 20% of the Registrable Securities then outstanding may make a demand that the Company effect the registration of all or part of such Holders Registrable Securities (a Demand Registration), which Demand Registration may include, at the option of such Holder(s), a registration for an offering of Registrable Securities to be made on a continuous or delayed basis pursuant to Rule 415.  Upon receipt of a valid request for a Demand Registration, the Company shall promptly, and in any event no later than 15 days after such receipt, notify each other Holder of the making of such demand, and each such other Holder shall have 5 business days after receipt of such notice to notify the Company as to whether it wishes to participate in such Demand Registration (and such notice shall not be deemed a request for a Demand Registration), and the Company shall use its reasonable efforts to register under the Act as expeditiously as may be practicable the Registrable Securities which Holders have requested the Company to register in accordance with this Section 2.1.  Notwithstanding the foregoing, the Company shall only be required to effect a registration if the number of Registrable Securities that the Company shall have been requested to register shall, in the aggregate, (i) represent at least 20% of the Initial Number or (ii) represent all of the Registrable Securities then held by all Holders.  The Holders shall together have the right to two (2) Demand Registrations pursuant to this Section 2.1(a); provided, however, that a Demand Registration shall not be deemed to have occurred if a registration has not been effected in accordance with Section 2.1(b) below or if more than 25% of the Registrable Securities sought to be included by Holders in a Demand Registration are excluded from such registration pursuant to Section 2.6 below.

(b)                                 Effective Registration Statement.  A registration requested pursuant to Section 2.1(a) hereof shall not be deemed to have been effected (i) if a registration statement with respect thereto has not been declared effective by the Securities and Exchange Commission (SEC), (ii) if after it has become effective and prior to the date ninety (90) days after the

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effective date, such registration is materially interfered with by any stop order, injunction or similar order or requirement of the SEC or other governmental agency or court for any reason not attributable to the fault of any of the Holders, or (iii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of a Holder to perform its obligations under such underwriting agreement.

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