Exhibit
10.2







MASTER
SERVICES AGREEMENT





THIS
MASTER SERVICES AGREEMENT, dated as of September 14, 2009 (this “Agreement”), is
entered into by and between CTM Media Holdings, Inc., a Delaware corporation (“
CTM ”), and IDT Corporation, a Delaware corporation (“ IDT ”). For purposes of
this Agreement, “ Party ” or “ Parties ” shall mean either CTM or IDT,
individually or collectively.




BACKGROUND




WHEREAS,
IDT is executing a spin-off of CTM, a wholly-owned subsidiary, to its
stockholders, and has agreed to provide certain corporate, tax and accounting
support, administrative and other services to CTM on the terms and conditions
set forth herein.




NOW
THEREFORE, in consideration of the foregoing, the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto hereby agree as
follows:




AGREEMENT




1.
Representations and Warranties.




As an
inducement to enter into this Agreement, CTM and IDT each hereby represents and
warrants to the other as follows:




(a) It is
an entity duly organized, validly existing and in good standing under the laws
of the state of Delaware.  Such Party has all necessary corporate
power and authority to enter into this Agreement, to carry out its obligations
hereunder and to consummate the transactions contemplated hereby.  The
execution and delivery by such Party of this Agreement, the performance by such
Party of its obligations hereunder and the consummation by such Party of the
transactions contemplated hereby have been duly authorized by all requisite
corporate action on the part of such Party.




(b) The
execution and delivery by such Party of this Agreement, the performance by such
Party of its obligations hereunder and the consummation by such Party of the
transactions contemplated hereby do not and will not (i) violate, conflict with
or result in the breach of any provision of the certificate of incorporation or
bylaws of such Party, (ii) conflict with or violate any law or governmental
order applicable to such Party, or (iii) conflict with, or result in any breach
of, constitute a default (or event which, with the giving of notice or lapse of
time, or both, would become a default) under, require any consent under, or give
to others any rights of termination, amendment, acceleration, suspension,
revocation or cancellation of, any note, bond, mortgage or indenture, contract,
agreement, lease, sublease, license, permit, franchise or other instrument or
arrangement to which such Party is a party, which would adversely affect the
ability of such Party to carry out its obligations under, and to consummate the
transactions contemplated by, this Agreement.





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2.
Provision and Term of Services; Termination.




(a) IDT
agrees to provide to CTM the services (collectively, the “Services”) as set
forth on each Schedule A  that is appended hereto from time to
time.  The Services shall be provided in accordance with the terms and
provisions of this Agreement and the applicable  Schedule A
..  As used herein, the term “ Provider ” shall refer to IDT or any
affiliate designated by IDT that is providing Services, and the term “ Recipient
” shall refer to CTM.




(b)
Provider shall, and where appropriate shall ensure that any officer, employee,
agent or sub-contractor providing Services on behalf of Provider shall, use
reasonable care, skill and diligence in providing the Services.




(c)
Provider shall maintain accurate records and accounts of all transactions
relating to the Services performed by it pursuant to this
Agreement.  Such records and accounts shall be maintained separately
from such Provider’s own records and accounts and shall reflect such information
as would normally be examined by an independent accountant in performing a
complete audit pursuant to U.S. generally accepted auditing standards for the
purpose of certifying financial statements, and to permit verification thereof
by governmental agencies.  Recipient shall have the right to inspect
and copy, upon reasonable notice and at reasonable intervals during the
Provider’s regular office hours, the separate records and accounts maintained by
Provider relating to the Services.




(d) All
of the Services shall be provided during the term of this
Agreement.  The term of this Agreement shall commence on the date
hereof and continue until the first anniversary hereof and shall automatically
renew for additional six-month terms unless, no later than ninety (90) days
prior to the end of the then-current term of this Agreement, IDT notifies CTM of
its intent to terminate this Agreement, in which case this Agreement shall
terminate effective as of the end of the then-current
term,  provided  that certain Services shall terminate
earlier as set forth on the applicable  Schedule A .  This
Agreement or any Service being provided for Recipient may be terminated by
Recipient upon not less than thirty (30) days’ prior written notice
provided  that there are no break-up costs (including commitments made
to or in respect of personnel or third parties due to the requirement to provide
the Services and prepaid expenses related to the Services, or costs related to
terminating such commitments) incurred by the Provider as a result of such
termination unless Recipient agrees to be solely responsible for such
costs.





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(e) In
the event of a termination of this Agreement, all outstanding sums due hereunder
shall be paid immediately following the date of termination and any rights or
obligations to which any of the Parties may be entitled or be subject prior to
its termination shall remain in full force and effect. Provider shall cooperate
fully in the transition back to Recipient of any and all matters related to the
terminated Services such that Recipient shall not be prejudiced by such
termination (but Provider shall not be required to bear any out-of-pocket costs
for such transition).




3.
Compensation for Services.




(a)
Recipient shall pay Provider for the Services in accordance with the fee
schedule set forth on an applicable Schedule A .




(b)
Unless otherwise specified on a Schedule A, such fees shall be paid by Recipient
within thirty (30) days of the delivery of an appropriate invoice related
thereto (which, unless otherwise provided for in a  Schedule A , shall
be issued no more frequently than monthly).  Such invoice must comply
with all applicable tax requirements and separately describe the amount for
fees, expenses and value added tax, if any.  Failure to provide an
invoice for fees for any given month shall not be deemed a waiver of such fees,
and such fees may be included, without prejudice, in a later invoice delivered
to Recipient.




(c) If
not specified on the applicable Schedule A, the fees payable for a specific
Service shall be equal to the actual costs of Provider in providing such
Service, including a reasonable and good faith allocation of overhead expenses
of Provider.  Upon request of Recipient, Provider shall deliver to
Recipient such reasonable information and supporting documentation with respect
to such overhead allocation.




(d)
Unless otherwise specified on a Schedule A, Recipient shall reimburse the
Provider for third-party, out-of-pocket, incidental travel, lodging and food
expenses incurred by Provider in providing the Services in accordance with
Provider’s customary travel policy.  Such reimbursement shall be
within thirty (30) days of receipt of an invoice from Provider for such
incidental expenses accompanied by such additional documentation reasonably
required by Recipient to verify the amount of the expense and that such expense
was incurred in connection with providing the Services.




(e) All
amounts payable by Recipient to Provider shall be paid by wire transfer in
accordance with the wire transfer instructions provided by Provider to Recipient
from time to time.






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4. Force
Majeure.


The
obligation of Provider to provide Services shall be suspended during the period
and to the extent that Provider is prevented or hindered from complying
therewith by any law or governmental order, rule, regulation or direction,
whether domestic or foreign, or by any cause beyond the reasonable control of
Provider, including, but not limited to, acts of nature, strikes, lock outs and
other labor and industrial disputes and disturbances, civil disturbances,
accidents, acts of terrorism, acts of war or conditions arising out of or
attributable to war (whether declared or undeclared), shortage of necessary
equipment, materials or labor, or restrictions thereon or limitations upon the
use thereof, and delays in transportation.  In such event, Provider
shall give notice of suspension as soon as reasonably practicable to Recipient
stating the date and extent of such suspension and the cause thereof and
Provider’s best estimate of the date on which it will be able to resume the
performance of its obligations.  In addition, Provider will use
commercially reasonable efforts during any such suspension to keep Recipient
informed as to the progress of removal of the cause of such
suspension.  Provider shall resume the performance of such obligations
as soon as reasonably practicable after the removal of the cause and Provider
shall so notify Recipient.  Recipient shall not be liable for payment
of fees for any Service for the period in which such Service could not be
provided pursuant to this Section 4.




5.
Compliance With Law.




Provider
shall undertake to provide Services in accordance with and adhere to all laws
and governmental rules, regulations and orders applicable at the place where
Services are rendered, including without limitation, data protection
regulations.




6.
Confidentiality.




(a) Each
Party agrees to hold in confidence, and to use reasonable efforts to cause its
employees, representatives and affiliates performing Services to hold in
confidence (at least to the extent that such Party keeps its own confidential
information in confidence, but in no event less than commercially reasonable
given the nature of the confidential information), all confidential information
concerning the other Party and its affiliates furnished to or obtained by such
Party in the course of providing the Services (except to the extent that such
information has been (i) in the public domain through no fault of such Party or
(ii) lawfully acquired on a non-confidential basis by such Party from sources
other than Recipient); and shall not disclose or release any such confidential
information to any person, except its employees, representatives and agents who
have a need to know such information in connection with such Party’s performance
under this Agreement, unless (A) such disclosure or release is compelled by the
judicial or administrative process or (B) in the opinion of counsel to Provider,
such disclosure or release is necessary pursuant to requirements of law or the
requirements of any governmental entity including, without limitation,
disclosure requirements under the Securities Act of 1933 or the Securities
Exchange Act of 1934, in each case as amended.





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(b) Each
Party shall supervise its personnel and establish systems to assure that
Recipient’s information is made available to such Party’s employees on an “as
needed” basis only.  Each Party shall use such information only for
purposes of providing the Services and for no other purpose.  In
particular, the department of a Party providing the Services shall in no way
make any information concerning Recipient available to any other management or
operational department or division of such Party or to personnel associated with
such divisions or departments except to the extent approved in writing by the
other Party.




7.
Indemnification.




(a) CTM
and its affiliates, officers, directors, employees, agents, successors and
assigns shall be indemnified and held harmless by IDT for and against any and
all liabilities, losses, diminution in value, damages (excluding special,
incidental, punitive, indirect and consequential damages), claims, costs and
expenses, interest, awards, judgments and penalties (including attorneys’ and
consultants’ fees and expenses) actually suffered or incurred by them (including
any action brought or otherwise initiated by any of them), arising out of or
resulting from:




(i) the
breach of any representation or warranty made by IDT contained in this
Agreement;




(ii) the
breach of any covenant or agreement by IDT contained in this
Agreement;




(iii) the
gross negligence, fraud, willful defaults or willful misconduct of IDT or any
other Provider; and




(iv) the
enforcement of the indemnification rights of CTM and its affiliates provided for
in this Agreement.




(b) IDT
and its affiliates, officers, directors, employees, agents, successors and
assigns shall be indemnified and held harmless by CTM for and against any and
all liabilities, losses, diminution in value, damages (excluding special,
incidental, punitive, indirect and consequential damages), claims, costs and
expenses, interest, awards, judgments and penalties (including attorneys’ and
consultants’ fees and expenses) actually suffered or incurred by them (including
any action brought or otherwise initiated by any of them), arising out of or
resulting from:




(i) the
breach of any representation or warranty made by CTM contained in this
Agreement;




(ii) the
breach of any covenant or agreement by CTM contained in this
Agreement;





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(iii) the
gross negligence, fraud, willful defaults or willful misconduct of CTM;
and





(iv) the
enforcement of the indemnification rights of IDT and its affiliates provided for
in this Agreement.




8.
Liability.




Provider
(or affiliate thereof) shall not have any liability whatsoever to Recipient or
any other Party for any error, act or omission in connection with the Services
to be rendered by Provider to Recipient hereunder unless any such error, act or
omission derives from the willful misconduct or gross negligence of Provider (or
its affiliates).  IN NO EVENT SHALL PROVIDER (OR AFFILIATE THEREOF) BE
LIABLE TO RECIPIENT OR ANY OTHER PARTY FOR ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES
OR DATA), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, WHETHER OR NOT PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE.  THE LIABILITY OF A PROVIDER (AND ITS AFFILIATES) FOR DAMAGES
OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL
THEORY, IS LIMITED TO, AND WILL NOT EXCEED, RECIPIENT’S DIRECT DAMAGES AND IN
ALL EVENTS WILL NOT EXCEED THE AGGREGATE FEES PAID BY RECIPIENT TO ALL PROVIDERS
HEREUNDER.




9.
Notices.




Any legal
notice, demand or other communication required or permitted to be given by any
provision of this Agreement (each a “ Notice ”) shall be in writing and shall be
deemed to have been properly given or served only if addressed to a Party at its
address set forth on  Schedule A  attached hereto, and if
delivered (i) by hand, (ii) by certified mail, return receipt requested, (iii)
by overnight commercial carrier or (iv) by telefax transmission with
confirmation of receipt.  All such communications shall be deemed to
have been properly given or served (i) if by hand, when received, (ii) if by
mail, on the date of receipt or of refusal to accept shown on the return
receipt, (iii) if by overnight commercial carrier, on the date that is one (1)
business day after the date upon which the same shall have been delivered to
such overnight commercial carrier, addressed to the recipient, with all shipping
charges prepaid,  provided  that the same is actually
received (or refused) by the recipient in the ordinary course and (iv) if by
telefax, on the date sent with transmission confirmed.






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10. No
Third Party Beneficiaries.




This
Agreement shall be binding upon and inure solely to the benefit of the Parties
and their permitted successors and assigns, and Provider and Recipient shall be
entitled to enforce its respective rights under this Agreement against the other
Party.  Recipient may not assign this Agreement without the prior
written consent of Provider.




11.
Governing Law.




This
Agreement shall be governed by, and construed in accordance with the laws of the
state of New Jersey.  The Parties submit to the jurisdiction of any
state or federal court sitting in New Jersey for the purpose of any suit, action
or proceeding arising out of this Agreement.




12.
Dispute Resolution.




It is the
intention of the Parties that Provider shall act in the best interests of
Recipient.  If, in the course of providing or arranging for Services
hereunder, Provider identifies a conflict of interest that would lead a
reasonable person to conclude that Provider cannot act in the best interests of
Recipient while also acting in the best interests of Provider, such conflict
shall immediately be reported to Recipient so that it may be addressed without
prejudice to either Party.




CTM and
IDT shall each use good faith efforts to resolve any disputes arising out of
this Agreement within fifteen (15) days of receipt of a Party’s written notice
of a dispute.  All disputes under this Agreement shall be referred to
the Chief Financial Officer or his/her designee of each of IDT and
CTM.  The executives shall meet as required for the purpose of
resolving any pending dispute referred to them under this Agreement and shall
consider the disputes in the order such disputes are brought before
them.  In the event that such executives are unable to resolve a
dispute within thirty (30) business days (or such longer period as the
executives may mutually determine), they shall submit the matter to binding
arbitration according to the rules of the American Arbitration Association for
commercial disputes.  The arbitration shall be conducted by one
arbitrator, expert in matters relating to commercial law, mutually selected by
the Parties . If the Parties fail to mutually agree upon one arbitrator within
ten (10) days of submission of the dispute to arbitration, one will be appointed
in accordance with the commercial rules and practices of the American
Arbitration Association.  Any award, order or judgment pursuant to
such arbitration shall be deemed final and binding and may be enforced in any
court of competent jurisdiction.  The Parties agree that the
arbitrator shall only have the power and authority to make awards and issue
orders as expressly permitted herein and shall not, in any event, make any award
that provides for punitive damages.  The schedule and rules for the
arbitration proceedings shall be as set by the arbitrator and the arbitration
proceedings shall be held in Newark, New Jersey. Each Party shall bear its own
costs of participating in the arbitration proceedings.






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13.
Entire Agreement.




This
Agreement and the Schedules hereto sets forth all of the promises, covenants,
agreements, conditions, and undertakings between the Parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous agreements
and understandings, inducements or conditions, express or implied, oral or
written.  The Schedules to this Agreement constitute an integral part
of this Agreement.




14.
Binding.




This
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and permitted assigns.




15.
Waiver.




No
provision of this Agreement may be waived except by an instrument in writing
signed by the Party sought to be charged with the effect of such
waiver.  The failure of a Party to this Agreement to assert a right or
exercise a remedy hereunder shall not waive such right or remedy or any future
rights or remedies.




16.
Status; Other Activities.




(a) For
purposes of this Agreement, Provider is, and will be deemed to be, an
independent contractor only and not an agent, joint venturer, partner, or
representative of Recipient.  Neither a Provider nor a Recipient may
create any obligations or responsibilities on behalf of or in the name of the
other Party.




(b)
Notwithstanding the amount of time, or percentage of business hours, spent by
any employee of Provider in the provision of Services hereunder, no such
employee shall, by reason of such provision, become an employee of, or have any
direct rights against, Recipient, or be deemed to have any relationship with
Recipient other than as a provider of Services hereunder.




(c)
Nothing in this Agreement shall limit or restrict the right of any Party, or its
affiliates, directors, officers or employees to engage in any other business or
devote their time and attention in part to the management or other aspects of
any other business, whether of a similar nature, or to limit or restrict the
right of such parties to engage in any other business or to render services of
any kind to any corporation, firm, individual, trust or
association.




17.
Amendment.




This
Agreement may not be amended or modified except by an instrument in writing
signed by the Parties.






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18.
Severability.




This
Agreement shall be deemed severable, and the invalidity or unenforceability of
any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof.  Furthermore,
in lieu of any such invalid or unenforceable term or provision, the Parties
intend that there shall be added as a part of this Agreement a provision as
similar in terms to such invalid or unenforceable provision as may be valid and
enforceable, so as to effect the original intent of the Parties to the greatest
extent possible.




19.
Counterparts.




This
Agreement may be executed in one or more counterparts, and by the
Parties  in separate counterparts, each of which when executed shall
be deemed to be an original but all of which taken together shall constitute one
and the same agreement.








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IN
WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date
first written above.





CTM
      MEDIA HOLDINGS, INC.By:
                        
                        /s/
      Marc KnollerName:
      Marc KnollerTitle:
      CEOIDT
      CORPORATIONBy:
                        
                        /s/
      Bill PereiraName:
      Bill PereiraTitle:
      CFO











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SCHEDULE
A





Recipient:
            CTM
      Media Holdings, Inc.




Provider:
            IDT
      Corporation




Start
      Date:
            [INSERT
      DATE]




Term:
            Annual





Description
of Service:[INSERT
DESCRIPTION]. This includes, but is not limited to, the following service
elements:




•
            
            [INSERT
      ELEMENTS]




Fee
(other than allocated cost basis): IDT’s costs to the extent incurred in
providing this Service to CTM. CTM will be accorded reasonable and appropriate
audit rights with respect to any IDT costs charged to CTM in accordance with the
foregoing.




Recipient
Contacts:





[INSERT
CONTACTS]




Acknowledgement:




Recipient:
                            
                            
                            
                            Provider:By:
                            
                            CTM
      MEDIA HOLDINGS, INC.
                            
                            
                            
                            By:
                            IDT
      CorporationName:
                            
                            
                            
                            
                            
                            Name:Title:
                            
                            
                            
                            
                            
                            Title: