ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit 10.8

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (“ Assignment and Assumption Agreement ”) is made and entered into as of January 31, 2005, by and between Winstar Communications, LLC, a Delaware limited liability company (“ Assignor ”), and IDT Spectrum, LLC. a Delaware corporation (“ Assignee ”).

WHEREAS, Winstar Holdings, Inc. (“ Holdings ”) is the sole shareholder of Assignor and Assignee; and

WHEREAS, Holdings has decided to redeploy certain assets of Assignor by transferring them to Assignee in order to maximize their income producing value;

WHEREAS, pursuant to a Contribution Agreement between Assignor and Assignee dated as of the date hereof, Assignor has contributed the assets set forth on Schedule A hereto to Assignee (the “ Assets ”); and

WHEREAS, in connection with the contribution of the Assets, Assignor has agreed to transfer certain duties, obligations, liabilities and debts and Assignee has agreed to so assume the same,

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. Assignment and Assumption of Liabilities . Assignor hereby assigns and Assignee hereby agrees to assume, pay, perform, defend and discharge, all duties, obligations, liabilities and debts of every kind, character or description whatsoever with respect to, arising out of or in any way related to the Assets, including, but not limited to all liabilities under the agreements included therein, whether known or unknown, accrued, absolute, contingent or otherwise arising as of and after the date hereof.

2. Further Assurances . Upon request from either party hereto, the other party shall, at its own reasonable expense, execute and deliver such further instruments of transfer and assignment and take such other action as may be reasonably requested by the requesting party hereto.

3. Successors and Assigns . The terms and conditions of this Assignment and Assumption Agreement shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns.

4. Governing Law . This Assignment and Assumption 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.

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5. Counterparts . This Assignment and Assumption 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 Assignment and Assumption Agreement as of the date first written above.

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