Contribution Agreement, made and entered into as of March 30, 2005



 Exhibit 10.16 
  
 Executable Copy 
  
 CONTRIBUTION AGREEMENT 
  
 This Contribution (“Contribution Agreement”) is made and entered into as of March 30, 2005, by and between Winstar Spectrum, LLC, a
Delaware limited liability company (“Transferor”), and IDT Spectrum, LLC., a Delaware limited liability company (“Transferee”). 
  
 WHEREAS, Transferor is an affiliate of Transferee; and 
  
 WHEREAS, Transferor’s member 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 Transferor’s 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. 
  

			
	 WINSTAR SPECTRUM, LLC

		
	By:	 	 /s/ Abilio Pereira

	 Name:
	 	 Abilio Pereira

	 Title:
	 	 Chief Executive Officer

	
	AGREED AND ACCEPTED:
	
	 IDT SPECTRUM, LLC

		
	By:	 	 /s/ John C. Petrillo

	 Name:
	 	 John C. Petrillo

	 Title:
	 	 Chief Executive Officer



  

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 SCHEDULE A 

 
 IDT Spectrum, LLC 
  
 15 LMDS Licenses (Transferred on March 30, 2005) 
  

									
	ID.

	  	Call Sign

	  	BTA

	  	 Service Area

	  	Expiration Date


	1.	  	WPOH623	  	BTA 208	  	Ithaca, NY	  	8/10/08
	2.	  	WPOH624	  	BTA 404	  	San Francisco-Oakland-San Jose, CA	  	8/10/08
	3.	  	WPOH625	  	BTA 389	  	Sacramento, CA	  	8/10/08
	4.	  	WPOH626	  	BTA 157	  	Fresno, CA	  	8/10/08
	5.	  	WPOH627	  	BTA 303	  	Modesto, CA	  	8/10/08
	6.	  	WPOH628	  	BTA 079	  	Chico-Oroville, CA	  	8/10/08
	7.	  	WPOH629	  	BTA 174	  	Greensboro-Winston-Salem-High Point, NC	  	8/10/08
	8.	  	WPOH630	  	BTA 336	  	Orlando, FL	  	8/10/08
	9.	  	WPOH631	  	BTA 320	  	New Orleans, LA	  	8/10/08
	10.	  	WPOH632	  	BTA 324	  	Norfolk-Virginia Beach-Newport News-Hampton, VA	  	8/10/08
	11.	  	WPOH633	  	BTA 399	  	Salt Lake City-Ogden, UT	  	8/10/08
	12.	  	WPOH634	  	BTA 365	  	Provo-Orem, UT	  	8/10/08
	13.	  	WPOH635	  	BTA 136	  	Fairbanks, AK	  	8/10/08
	14.	  	WPOH636	  	BTA 221	  	Juneau-Ketchikan, AK	  	8/01/08
	15.	  	WPOH637	  	BTA 492	  	American Samoa	  	8/10/08

  

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