VOTING AGREEMENT

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Exhibit 4.5

TELEWEST COMMUNICATIONS PLC

TELEWEST FINANCE (JERSEY) LIMITED

IDT CORPORATION

VOTING AGREEMENT

        This Agreement (as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof, this "Agreement") is entered into by (i) Telewest Communications plc ("Telewest" or the "Company"), (ii) Telewest Finance (Jersey) Limited ("Telewest Jersey") and (iii) IDT Corporation on behalf of itself and each of its subsidiaries (as defined in section 736 of the Companies Act 1985, as amended (the "1985 Act")) ("IDT"). IDT shall procure that the registered owners of certain shares in the Company vote in connection with a proposed financial restructuring of the Company and Telewest Jersey, the principal terms of which are described in Appendix 1 attached hereto (the "Financial Restructuring").

        This Agreement is also entered into pursuant to the term sheet dated 14 August 2003 (the "Term Sheet") entered into by the Company, Telewest Jersey, various holders of certain high yield notes issued by the Company and Telewest Jersey (the "Notes"), Liberty Media Corporation ("Liberty") and IDT relating to the Financial Restructuring.

        The Financial Restructuring is to be implemented through (i) the completion of the proceedings and actions referred to in this Agreement and any proceeding or arrangement that the Company, Telewest Jersey, each of the noteholders who are signatories to the Term Sheet (the "Specified Noteholder Group") and Liberty may agree in writing to be necessary under English, Jersey and U.S. law (collectively, the "Proceedings"), which includes the following: a scheme of arrangement of the Company (the "Plc Scheme") under section 425 of the 1985 Act; a scheme of arrangement of Telewest Jersey (the "Jersey Scheme") under section 425 of the 1985 Act and section 125 of the Companies (Jersey) Law 1991, as amended; a concurrent proceeding pursuant to chapter 11 of the U.S. Bankruptcy Code (if necessary); and ancillary proceedings in respect of the Plc Scheme and/or the Jersey Scheme pursuant to Section 304 of the U.S. Bankruptcy Code (the "Section 304 Proceedings"); and (ii) the following related steps:

(a)

the passing of the shareholder resolution of Telewest specified in Appendix 1 in order to implement the Financial Restructuring (the "Shareholder Resolution");

(b)

the execution of a revised loan agreement (the "Revised Senior Secured Facility Agreement") between Telewest Communications Networks Limited ("TCN") and its lenders on substantially the terms specified in Appendix 1;

(c)

the transfer to a direct or indirect wholly-owned subsidiary of Telewest Global, Inc., a company incorporated under the laws of Delaware, ("New Telewest"), of substantially all the assets of Telewest (other than the shares of Telewest Jersey, the shares of New Telewest and a cash amount) and the assumption by such subsidiary of (and/or giving of an indemnity with respect to) substantially all the liabilities of Telewest;

(d)

the termination of the relationship agreement dated as of 3 March 2000, as amended by an amendment agreement dated as of 18 May 2001 between, inter alia, Telewest, Microsoft Corporation and Liberty Media International, Inc. ("Liberty"); and

(e)

the satisfaction (or waiver by the Company, Telewest Jersey, the Specified Noteholder Group or the Telewest Group's senior lenders (as the case may be)) of the conditions to the Plc Scheme and the Jersey Scheme,

(together with the Proceedings, the "Restructuring Steps").

        Following the Financial Restructuring there shall be a shareholders' voluntary liquidation of Telewest which shall commence on the passing of the shareholder resolutions specified in Appendix 1 (the "Liquidation Resolutions").

        In consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, Telewest Jersey and IDT (collectively, the "Parties"), intending to be legally bound, agree as follows:

1.

IDT Agreements.     IDT shall procure that the registered holders of certain shares specified on the signature page hereto (the "Relevant Shares") exercise the votes attaining to those shares in accordance with the directions of IDT. IDT agrees and represents that, subject to the following Sections hereof and, in respect of sub-sections (a) to (c) below, subject to receipt of legally sufficient documents in respect of the Plc Scheme and the Jersey Scheme and the terms of this Agreement (including Appendix 1 and the surviving provisions of the Term Sheet) for the implementation of the Financial Restructuring:

(a)

it shall vote, or procure that the relevant registered holders shall vote, in favour of the Shareholder Resolution and Liquidation Resolutions in relation to the holdings of shares set out on the signature pages hereto and in relation to any other shares of the Company it, or any of its affiliates, may acquire;

(b)

it will not vote (or cause to be voted) in favour of, or otherwise support, encourage or seek, directly or indirectly, (i) any commencement of or relief in an involuntary case under any applicable insolvency or other similar law with respect to the Company, Telewest Jersey or TCN, or all or substantially all of the assets of any of them, (ii) the appointment of a receiver, administrative receiver, administrator, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, Telewest Jersey or TCN, or all or substantially all of the assets of any of them, (iii) any scheme of arrangement or plan of voluntary arrangement or any other plan of reorganization with respect to the Company, Telewest Jersey or TCN, or all or substantially all of the assets of any of them; or (iv) any other compromise with the creditors of, or financial restructuring relating to, the Company, Telewest Jersey or TCN, or all or substantially all of the assets of any of them; other than, in each case, the Financial Restructuring and the Proceedings;

(c)

it will not sell, transfer or assign, and will not permit any member of the IDT Group to sell, transfer or assign any of the Relevant Shares or any voting interest therein during the term of this Agreement except to a person who, prior to the settlement of such sale, transfer or assignment, enters into a written undertaking in favour of the Parties hereto to be bound by the provisions hereof as if such person were IDT; and

(d)

it will act in good faith to consummate the transactions set forth herein.

2.     Telewest and Telewest Jersey Agreements

(a)

Financial Restructuring: The Company and Telewest Jersey each undertake and shall cause the other companies in the Telewest Group to undertake, to take all acts reasonably necessary to effect the Financial Restructuring as promptly as possible. Telewest hereby confirms that a majority of its directors will, subject to their fiduciary and any other duties imposed on them by law and their responsibilities under the City Code on Takeovers and Mergers and the Listing Rules of the UK Listing Authority, recommend the Financial Restructuring to Telewest's shareholders and its creditors.

(b)

Claims: The Company confirms that neither it nor any other member of the Telewest Group currently has any claims, based on the facts known to it after diligent investigation, against any holder of the Notes seeking a payment in respect of compensation or damages or the payment of any other amount.

3.

Termination of Agreement.     IDT's obligations hereunder (save for those arising under Section 4 hereof) shall terminate upon the occurrence of any Agreement Termination Event, unless the occurrence of such Agreement Termination Event is waived in writing by IDT.

2

For the purposes hereof an "Agreement Termination Event" shall mean any of the following:

(a)

the draft explanatory statement in respect of the Plc Scheme and the Jersey Scheme shall not have been made publicly available to Plc scheme creditors and Jersey scheme creditors on or before 15 January, 2004; or

(b)

the date on which the order of the High Court which sanctions the Plc Scheme (the "UK Order") is delivered to the Registrar of Companies for registration, and the date on which the orders of the High Court and the Jersey Court which sanction the Jersey Scheme (the "Jersey Orders") are delivered to the Registrar of Companies and the Jersey Registrar of Companies, as appropriate, for registration, (the "Effective Date") shall not have occurred by the later of 31 March, 2004 or 60 days after the date of any vote by creditors to approve the Plc Scheme and the Jersey Scheme, subject to such vote occurring on or before 15 March, 2004; or

(c)

the Company, or any administrator appointed in respect of the Company, or Telewest Jersey withdraws the Plc Scheme or the Jersey Scheme or such person failing to confirm to IDT within 48 hours of a request from IDT that it is that person's intention to continue with and recommend the Financial Restructuring in all material respects as set out in Appendix 1; or

(d)

a failure to obtain any order of a court in England and Wales or Jersey, when applied for, or a requisite majority of shareholders to pass the Shareholder Resolution or creditors to approve the Plc Scheme or the Jersey Scheme, when sought, or each of the UK Order and the Jersey Orders not having been obtained, such Shareholder Resolution not having been passed and such approval not having been given on or before the later of 31 March, 2004 or 60 days after the date