REGISTRATION RIGHTS AGREEMENT



     REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of February 7,

2001, by and between STAR Telecommunications, Inc., a Delaware corporation (the

"COMPANY"), and IDT Investments Inc., a Nevada corporation (the "INVESTOR").



     WHEREAS, on February 1, 2001, the Company issued and sold 2,398,082 shares

of Common Stock, par value $0.001 per share, of the Company (the "COMMON STOCK")

to IDT at a price of $0.417 per share of Common Stock.



     WHEREAS, the Company and the Investor have entered into a Investment

Agreement, dated as of February 7, 2001, pursuant to which (i) the Investor has

agreed to purchase 6,302,005 shares of Common Stock and the Company has agreed

to sell to the Investor such shares of Common Stock, subject to the conditions

set forth in the Investment Agreement, and (ii) the Investor has agreed to

acquire warrants to purchase up to 3,389,249 additional shares of Common Stock

(subject to adjustments as provided in such warrants) and the Company has agreed

to grant the Investor warrants to purchase such shares of Common Stock, subject

to the conditions set forth in such warrants; and



     WHEREAS, it is a condition to the consummation of the Investment Agreement

that the Company and Investor enter into this Agreement.



     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. (a) For the purposes of this Agreement:



          "ACT" means the Securities Act of 1933, 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.



          "CLOSING" and "CLOSING DATE" mean the date of the Closing, as such

term is defined in the Investment Agreement.



          "HOLDER" means a holder of Registrable Securities or, unless the

context otherwise requires, warrants to purchase Warrant Shares, as the term is

defined in the Investment Agreement.



          "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.



<PAGE>





          "REGISTER," "REGISTERED" and "REGISTRATION" refer to a registration

effected by preparing and filing a registration statement in compliance with the

Act, and the declaration or ordering of effectiveness of such registration

statement.



          "REGISTRABLE SECURITIES" means the Initial Shares, Shares and Warrant

Shares, as the terms are defined in the Investment Agreement, and all shares of

Common Stock the Investor and its affiliates currently beneficially own,

PROVIDED, HOWEVER, that such Shares or Warrant Shares shall cease to be

Registrable Securities when and to the extent that (i) the Shares and Warrant

Shares have been sold pursuant to an effective Registration Statement under the

Act, (ii) the Investor or its Affiliates no longer hold any of the Shares or

Warrant Shares, (iii) all of the Shares and Warrant Shares have become eligible

for resale by the Investor or its Affiliates within any three-month period

pursuant to Rule 144 under the Act (or any similar provision then in force) or

(iv) such Shares or Warrant Shares have ceased to be outstanding.



     (b) Capitalized terms used and not otherwise defined in this Agreement have

the meaning ascribed to them in the Investment Agreement.



     Section 2. REGISTRATION RIGHTS.



     2.1. (a) REGISTRATION UPON DEMAND. (i) At any time after the Closing Date,

one or more Holders that in the aggregate beneficially own at least 20% of the

Registrable Securities may make a demand that the Company effect the

registration of all or part of such Holders' Registrable Securities (a "DEMAND

REGISTRATION"). 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 all other Holders of the making of such demand and 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(a)(i). Notwithstanding the

foregoing, the Company shall only be required to effect a registration if the

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