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EXHIBIT 10.1


                             INTELLECTUAL PROPERTY
                            LEGAL SERVICES AGREEMENT


THIS AGREEMENT is dated as of the 1st day of January 2004.

BETWEEN:  Net2Phone, Inc., a corporation existing under the laws of the State of
          Delaware USA, having its principal place of business at 520 Broad
          Street Newark, NJ 07102, USA; and

AND:      IDT Corporation (the "SERVICE PROVIDER") a corporation existing under
          the laws of the State of Delaware USA, having its principal place of
          business at 520 Broad Street Newark, NJ 07102, USA; and

WHEREAS:  The Customer and the Service Provider have agreed that the Service
          Provider will provide the Customer with certain legal, corporate
          support and administration services to assist the development and
          growth of the Customer's internet telephony services business.

IT IS HEREBY AGREED as follows:

1.        INTERPRETATION

1.1       Definitions

          In this Agreement the following terms shall have the following
          meanings:

          "Customer" means Net2Phone, Inc. and each of its consolidated
          subsidiaries, including but not limited to Net2Phone Global Services,
          LLC and Net2Phone Cable Telephony, LLC;

          "Effective Date" means the first day of January 2004;

          "Services" means the services as set out in Schedule One; and

          "Service Fee" means the fees that the Service Provider receives from
          the Customer for providing the Services as set out in Schedule Two.

1.2       Construction of Certain References

          In this Agreement where the context admits:

          (a)       references to "this Agreement" or to any other agreement or
          document referred to in this Agreement mean this agreement or such
          other agreement or document as amended, varied, supplemented, modified
          or novated from time to time, and include the schedules;

          (b)       reference to clause(s) and schedule(s) are references to
          clause(s) and schedule(s) of and to this Agreement, references to
          paragraphs are, unless otherwise stated, references to paragraphs of
          the schedule in which the reference appears; and

          (c)       any reference to "writing" shall include typewriting,
          printing, lithography, photography, telex, facsimile and the printed
          out version of a communication by electronic mail and other modes of
          representing or reproducing words in a legible form.


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1.3       Headings

          The headings and sub-headings are inserted for convenience only and
          shall not affect the construction of this Agreement.

1.4       Schedules

          Each of the schedules shall have effect as if set out in this
          Agreement.

2.        COMMENCEMENT AND DURATION

2.1       This Agreement shall be valid, unless or until terminated by either
          party in accordance with clause 5 below, for a period of two years
          commencing on the Effective Date and shall be extended automatically
          for periods of one year on an annual basis, unless either party shall
          give notice of non-renewal at least 3 months prior to the automatic
          renewal date.

3.        THE SERVICES

3.1       In consideration of the payment of the Service Fee, the Service
          Provider shall for the duration of this Agreement provide the Services
          to the Customer in accordance with the provisions of this Agreement.

3.2       The Service Provider shall, and where appropriate shall ensure that
          any officer, employee, agent or sub-contractor providing the Services
          shall use reasonable care, skill and diligence in providing the
          Services.

3.3       Service Provider shall maintain accurate records and accounts of all
          transactions relating to the Services performed by it pursuant to this
          Agreement using the Legal System database software currently used by
          Customer. Such records and accounts shall be maintained separately
          from Service 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 United States
          generally accepted auditing standards for the purpose of certifying
          financial statements, and to permit verification thereof by
          governmental agencies. Customer shall have the right to inspect and
          copy, upon reasonable notice and at reasonable intervals during
          Service Provider's regular office hours, the separate records and
          accounts maintained by Service Provider relating to the Services.

3.4       (a)       Service Provider agrees to hold in confidence, and to use
          reasonable efforts to cause its employees and representatives to hold
          in confidence (at least to the extent that Service Provider 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 Customer
          furnished to or obtained by Service Provider in the course of
          providing the Services (except to the extent that such information has
          been (a) in the public domain through no fault of Service Provider or
          (b) lawfully acquired by Service Provider from sources other than
          Customer); and Service Provider 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 Service Provider's performance under this Agreement,
          unless (i) such disclosure or release is compelled by the judicial or
          administrative process, or (ii) in the written opinion of counsel to
          Service 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, in which event Service Provider shall provide
          Customer with a true copy of such legal opinion and reasonable notice
          prior to disclosing such Customer information. Customer shall at all
          times retain all rights, title and interest to Customer's Confidential
          Information.


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

          (c)       Customer does not grant any license or ownership interest to
          Service Provider under any intellectual property right, including but
          not limited to, trademark, trade secret, patent or copyright, or
          application for the same which is now or thereafter obtained by
          Customer. All licenses, rights and interest in, under and with respect
          to Customer's intellectual property, and the elements, parts and
          derivations thereof (including without limitation the writings,
          images, displays, electronic reproductions, sounds, data, information
          and other works embodied therein, derived therefrom or ancillary
          thereto, and the media of reproduction, performance or exhibition
          thereof), shall be and are expressly and entirely reserved by
          Customer.

3.5       Subject to the terms and conditions set forth in the attached Schedule
          Two, Service Provider shall be responsible for engaging and retaining
          outside counsel to the extent reasonably required to represent
          Customer.

3.6       All payments and recoveries from third parties with respect to the
          Customer's intellectual property shall be directed directly to
          Customer and not to Service Provider.

3.7       (a)       Service Provider will indemnify and save Customer harmless
          from any and all claims, costs, judgments, penalties, losses, damages,
          liabilities, charges and expenses (including reasonable attorneys'
          fees) incurred or suffered by Customer or imposed upon Customer to the
          extent the same arise out of, in whole or in part, the gross
          negligence or wilful misconduct of Service Provider in providing its
          Services hereunder.

          (b)       IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER 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 SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
          THE LIABILITY OF BOTH PARTIES FOR DAMAGES OR ALLEGED DAMAGES
          HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS
          LIMITED TO, AND WILL NOT EXCEED, DIRECT DAMAGES.


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          (c)       Service Provider is an independent contractor and when its
          employees act under the terms of this Agreement, they shall be deemed
          at all times to be under the supervision and responsibility of Service
          Provider; and no person employed by Service Provider and acting under
          the terms of this Agreement shall be deemed to be acting as agent or
          employee of Customer or any customer of Customer for any purpose
          whatsoever.

3.8       Service Provider shall act in the best interest of Customer. If, in
          the course of providing services hereunder, Service Provider
          identifies a conflict of interest which would lead a reasonable person
          to conclude that Service Provider cannot act in the best of interest
          of Customer while also acting in the best interest of Service
          Provider, such conflict shall immediately be reported to Customer so
          that it may be addressed without prejudice to either Customer or
          Service Provider.

3.9       Nothing in this Agreement shall limit or restrict the right of any of
          either Parties' 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 either Party to
          engage in any other business or to render services of any kind to any
          corporation, firm, individual, trust or association; provided,
          however, that the foregoing shall in no way modify or limit other
          non-compete agreements between the Parties, including Service
          Provider's agreement not to compete with Customer as set forth in
          Section 6.3 of the Separation Agreement between IDT and Net2Phone,
          dated May 7, 1999, as set forth in the MOU between the Parties dated
          October 24, 2003 relating to the cable telephony business and Service
          Provider hereby confirms its agreement to be bound by the terms
          thereof.

4.        PAYMENT TERMS

4.1       The Customer shall pay for the Services (and any Additional Services)
          performed during each month in arrears within 45 days of receipt of an
          invoice (the "Payment Date"). Service Provider and Customer
          acknowledge that they have developed customary practices for the
          payments of funds between them related to the many service, lease and
          other business arrangements between Service Provider and Customer, and
          it is understood that the payment of fees and other monies pursuant to
          this Agreement will most likely become a part of that reconciliation
          process, so long as payments are still made within the time periods
          set forth in this Agreement.

4.2       Payment of the Service Fee by the Customer to the Service Provider is
          subject to the Service Provider performing its obligations under the
          terms of this Agreement.

4.3       Failure by the Customer to make a payment by the Payment Date of any
          amount due and owing to Service Provider shall result in the amount
          then owing being increased to include four percent interest per annum,
          compounded daily, on such sum from the Payment Date until the date of
          actual payment.

5.        TERMINATION

5.1       Either party may terminate this Agreement at any time by giving at
          least three month's prior written notice to the other party.


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5.2       Either party may terminate this Agreement immediately by giving
          written notice to the other party if such other party:

          (a)       becomes insolvent, is adjudicated bankrupt or compounds with
                    or makes any arrangement with or makes a general assignment
                    for the benefit of its creditors;

          (b)       compulsorily or voluntarily enters into liquidation, except
                    for the purposes of a bona fide reorganization and with the
                    prior written approval of the other party;

          (c)       has a receiver, manager or trustee appointed over the whole
                    or a substantial part of its business or assets;

          (d)       suffers any analogous process, as those listed in (a), (b)
                    and (c) above, under any foreign law;

          (e)       commits any material breach of any of the terms of this
                    Agreement and fails to remedy that breach (if capable of
                    remedy) within one month after written notice from the other
                    party giving full particulars of the breach and requiring it
                    to be remedied.

5.3       In the event of termination, all outstanding sums due to the Service
          Provider shall be paid by the Customer within 45 days from the date of
          termination and any rights or obligations to which any of the parties
          to this Agreement may be entitled or be subject before its termination
          shall remain in full force and effect.

5.4       In the event of termination, Service Provider shall, upon payment by
          Customer of all outstanding invoices, deliver to Customer, or a
          recipient designated by Customer, all books, records, correspondence,
          memoranda, forms and any other materials in any form or medium in its
          possession relating to the Services -past, present or anticipated in
          the future. It is the understanding of the parties, that Service
          Provider shall have no lien or any other possessory claim on account
          of non-payment by Customer with respect to materials relating in any
          way to the affairs of Customer that may be in Service Provider's
          possession or recoveries or other payments belonging to Customer that
          may come into the possession of Service Provider related to this
          agreement. In addition, Service Provider shall complete and file all
          pending filings and otherwise cooperate fully in the transition back
          to Customer or its designee of any and all matters pending on the date
          of termination to the end that Customer shall not be prejudiced by the
          termination of this agreement. Notwithstanding the termination of the
          Agreement, for any reason, Service Provider shall be entitled to such
          Service Fees and Additional Fees as set forth in the attached Schedule
          Two for any Assertion or Litigation initiated during the initial or
          any renewal term of this Agreement irrespective of whether the
          recovery resulting from the Assertion or Litigation occurs during or
          after any such term. Further, Provider shall remain engaged in those
          matters if and as requested by Customer in which there would be a
          reasonably likelihood of material damage to Customer's position if
          Service Provider were to cease taking an active role. Customer shall
          pay to Service Provider a reasonable hourly fee determined by mutual
          agreement between the Parties for such continuing services.

6.        MISCELLANEOUS

6.1       Assignment

          This Agreement shall not be assigned or novated by either party
          without the prior written consent of the other party to this
          Agreement, except that, notwithstanding the foregoing, Customer shall
          have the right to assign this Agreement 1) in connection with a sale
          of all or substantially all of its business and assets, and 2) to a
          subsidiary of Customer.


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6.2       Entire Agreement

          This Agreement constitutes the whole agreement between the parties and
          supersedes and extinguishes any prior drafts, agreements,
          representations, warranties and arrangements of any nature, whether in
          writing or oral, relating to the subject matter herein and only the
          subject matter herein. Any amendments or alterations to this Agreement
          shall be made only in writing agreed and signed by both parties
          hereto.

6.3       No Waiver

          No failure to exercise nor any delay in exercising by any party to
          this Agreement of any right, power, privilege or remedy under this
          Agreement shall impair or operate as a waiver thereof in whole or in
          part.

6.4       No Partnership or Authority

          Nothing in this Agreement shall constitute or be deemed to constitute
          a partnership between the parties nor shall it constitute, or be
          deemed to constitute, any party the agent of any other party for any
          purpose.

6.5       Variation

          No variation of this Agreement shall be effective unless made in
          writing and signed by each of the parties.

6.6       Invalidity

          If any provision of this Agreement shall be held to be illegal, void,
          invalid or unenforceable under the laws of any jurisdiction, the
          legality, validity and enforceability of the remainder of this
          Agreement in that jurisdiction shall not be affected, and the
          legality, validity and enforceability of the whole of this Agreement
          shall not be affected in any other jurisdiction.

6.7       Notices

          Any notices required to be given under this Agreement or in connection
          with the matters contemplated by it shall, except where otherwise
          specifically provided, be in writing personally delivered, in which
          case it shall be deemed to have been given upon delivery at the
          relevant address, or sent by first class pre-paid post, in which case
          it shall be deemed to have been given two days after the date of
          posting, or sent by facsimile, in which case it shall be deemed to
          have been given when dispatched, subject to confirmation of
          uninterrupted transmission by a transmission report to the General
          Counsel of either Service Provider or Customer, as the case may be.

6.8       Governing law

          This Agreement shall be governed by, and construed in accordance with,
          New Jersey Law and each of the parties irrevocably submits to the
          exclusive jurisdiction of the courts of the State of New Jersey.


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6.9       No Benefit to Others

          The representations, warranties, covenants and agreements contained in
          this Agreement are for the sole benefit of the parties hereto and
          successors and assigns, and they shall not be construed as conferring
          any rights on any other persons.

6.10      Dispute Resolution

          Service Provider and Customer agree that any disputes that arise with
          respect to this Agreement shall be resolved by the Dispute Resolution
          provisions set forth in Article 8 of the Separation Agreement, dated
          May 7, 1999, between IDT Corporation and Net2Phone, Inc.


In Witness Whereof, the parties have caused this Agreement to be executed and
delivered as of the date first above written


SIGNED by /s/ James Courter             SIGNEDED by /s/ Stephen M. Greenberg

For and on behalf of                                For and on behalf of
IDT Corporation                                     Net2Phone, Inc.


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                              LIST OF SCHEDULES TO
                      INTELLECTUAL PROPERTY LEGAL SERVICES
                                   AGREEMENT


SCHEDULE ONE   - SERVICES

SCHEDULE TWO   - SERVICE FEES AND EXPENSES

SCHEDULE THREE - PATENTS