EMPLOYMENT AGREEMENT

This Agreement is made as of the 2nd day of July, 1999, between Net2Phone, Inc.,
a Delaware corporation (the "Company"), and Jonathan Fram, an individual
residing at 20 West 10th Street, New York, NY 10011 (the "Executive").

RECITALS:

WHEREAS, the Company desires to employ the Executive as the President of the
Company, and the Executive desires to serve as the President of the Company, on
the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, the parties hereto, each intending to be legally bound hereby, agree as
follows:

1.  EMPLOYMENT.

    The Company hereby employs the Executive as an employee of the Company as of
    July 20, 1999 (or such other date as the parties may agree, the "Effective
    Date"), and the Executive accepts such employment for the term of employment
    specified in Section 3 below (the "Employment Term"). Upon the Effective
    Date, the Executive shall become President of the Company. During the
    Employment Term, as the President of the Company, the Executive shall,
    subject to the direction of the Chief Executive Officer of the Company,
    perform such duties consistent with those duties ordinarily and customarily
    performed by a person holding such position in similar organizations, as may
    from time to time be reasonably assigned to him by the Chief Executive
    Officer or the Board of Directors of the Company. During the Employment
    Term, the Executive will supervise the Chief Operating Officer of the
    Company and the Chief Operating Officer will report to the Executive.

2.  PERFORMANCE; LOCATION OF EMPLOYMENT; OTHER ACTIVITIES.

(a)  The Executive agrees to devote his reasonable best efforts and
     substantially all of his business time to the performance of his duties
     hereunder during the Employment Term.   During the Employment Term, the
     Executive will perform his duties hereunder at the Company's executive
     offices located in Hackensack, New Jersey or other such corporate
     headquarters in the event that the company relocates to a different
     corporate headquarters.

(b)  During the Employment Term, the Executive agrees that, unless he has the
     express prior written approval of the Chief Executive Officer of the
     Company, he shall not accept a membership on a Board of Directors of, or
     act as an officer, employee or consultant to, any entity which is in a
     similar or competing business of the Company that would in any way conflict
     with the business of the Company or the time needed by the Executive to
     perform his duties hereunder.

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3.  EMPLOYMENT TERM.

     The term of employment under this Agreement shall begin on the date of this
     Agreement and continue until June 30, 2002 (the "Initial Employment Term").
     The Employment Term shall thereafter continue on the basis hereby
     established for successive one year terms unless, more than ninety days
     prior to the expiration of the Initial Employment Term or any successive
     one year term, either the Executive or the Company provides the other with
     written notice that this Agreement will not be renewed (the "Subsequent
     Employment Term" and with the Initial Employment Term, the "Employment
     Term"). Employment during the Employment Term shall be subject to earlier
     termination in accordance with the terms of this Agreement.

4.  COMPENSATION.

(a)  SALARY. During the Employment Term, the Company shall pay the Executive a
     base salary, payable in equal installments in accordance with the Company's
     then current compensation practices for all of its executives (but in no
     case longer than monthly installments), subject to withholding and other
     applicable taxes, at an annual rate of Three Hundred Fifty Thousand Dollars
     ($350,000.00). The base salary may be reviewed annually by the Board of
     Directors or the Compensation Committee elected thereby, provided that the
     base salary shall not be decreased during the Employment Term.

(b)  BONUS. The Executive shall be entitled to receive an annual bonus computed
     as follows:

     A maximum bonus of $100,000 shall be paid to the Executive if the Company's
     actual gross revenue for the year ending July 31, 2000 is at least 50% more
     than the $84.3 million projected gross revenue for that year (the
     "Target"). No bonus will be paid if the actual gross revenue for the year
     ending July 31, 2000 is less than 11% more than the Target. If actual gross
     revenue is at least 11% more than the Target but less than 50% more than
     the Target, the potential bonus shall be paid pro rata.

     Any Bonus due hereunder will be paid to the Executive as soon as
     practicable after the end of the year ending July 31, 2000. For the
     remainder of the Employment Term, the Employee and the Company shall
     mutually agree to similarly constructed bonus plans whose performance
     objectives will be set forth prior to the start of subsequent fiscal years
     covered by this Agreement.

(c)  STOCK OPTIONS. Upon the execution and delivery of this Agreement, the
     Executive shall be granted stock options (the "Options"), to purchase
     920,000 shares of Common Stock of the Company (the "Common Stock") pursuant
     to the Company's 1999 Stock Option and Incentive Plan.  Of the Options, (i)
     460,000 of the Options will be granted at an exercise price equal to $3.33
     per share, 153,333 of which shall be immediately vested and exercisable on
     the Effective Date, (ii) Options to purchase the remaining 460,000 shares
     of Common Stock will be granted at an exercise price equal to a the lower
     of (x) the Company's initial public offering price or (y) the $11 price per
     share indicated as the mid-point of the filing

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     range specified in the Company's amended S-1, filed with the Securities and
     Exchange Commission on June 28, 1999. The 766,667 remaining Options shall
     vest in three (3) annual installments of 255,555 Options, 255,555 Options,
     and 255,556 Options, respectively, commencing on the first anniversary of
     the Effective Date. In the event the Executive's employment is terminated
     by the Company without Cause (as defined herein) or by the Executive for
     Good Reason (as defined herein), all Options shall immediately become
     vested and exercisable. In the event that the Company accelerates the
     vesting of any options held by any other employee of the Company in
     connection with a change of control of the Company, then all Options held
     by the Executive shall be accelerated and become vested and exercisable in
     the same manner as such other options are accelerated.

(d)  LOAN TO PURCHASE STOCK

     In the event that the company successfully completes an initial public
     offering (an "IPO") during the term of the Executive's employment, the
     Company agrees to extend to the Executive a loan (the "Loan") upon
     consummation of the IPO in an amount of up to $1,000,000 for the purchase
     of common shares to be issued by the Company at a price not to exceed the
     IPO price (the "Effective Price") of common shares. The Loan, once drawn by
     the Executive for the purchase of stock, shall be for a term of three (3)
     years and shall bear interest at the rate of 7% compounded annually.
     Interest on the Loan shall accrue until such time as the Executive effects
     a sale of Company stock purchased in connection with the Loan, at which
     time the Executive shall pay the Company all accrued interest on the Loan
     up to such date of sale, and after which time he shall pay interest on the
     Loan currently through the term of the Loan. The Executive hereby agrees to
     use the Loan only to purchase common stock of the Company. This Loan will
     be secured solely by the common stock of the company purchased by the
     Executive with the proceeds of the Loan.

(e)  LOCK UP.  The Executive hereby further agrees not to, directly or
     indirectly, sell, offer, contract to sell, transfer the economic risk of
     ownership in, make any short sale, pledge or otherwise dispose of any
     shares of capital stock of the Company or any securities convertible into
     or exchangeable or exercisable for or any other rights to purchase or
     acquire capital stock of the Company for a period of 180 days from the
     effective date of the Registration Statement related to the IPO.  The
     Executive further agrees to enter into a "lock up" agreement with the
     underwriters of the IPO in form and substance acceptable to such
     underwriters.

(f)  INSURANCE; OTHER BENEFITS. The Executive and his dependants shall be
     entitled to receive those benefits available to other Company employees at
     the Company's expense. The Executive shall also be entitled to participate
     in all executive benefit plans now existing or hereinafter established by
     the Company, including, but not limited to, family medical and dental
     plans, group life and disability insurance plans, life insurance plan,
     pension, 401(k), profit sharing or bonus plans, and any other benefit plan
     or arrangement made available to executive officers of the Company.

(g)  VACATION. The Executive shall be entitled to the same paid vacation
     benefits as the other executive officers of the Company, but in no case
     shall it be less than three weeks of paid

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     vacation during each year of the Employment Term, to be taken at such time
     or times as shall be mutually convenient and consistent with his duties and
     obligations to the Company.

5.   EXPENSES. The Executive shall be reimbursed by the Company for all
     reasonable out of pocket expenses incurred by him in connection with the
     performance of his duties hereunder in accordance with policies established
     by the Board of Directors from time to time and upon receipt of appropriate
     documentation. Travel, lodging and meals while travelling on behalf of the
     Company, client entertainment and cellular phone expenses will be directly
     billed to, and paid by, the Company.

6.   TERMINATION.

(a)  TERMINATION AT END OF TERM. The employment of the Executive hereunder shall
     terminate at the end of the Initial Employment Term or any Subsequent
     Employment Term if either party provides notice of termination at least 90
     days prior to expiration of the Initial Employment Term or Subsequent
     Employment Term, or if earlier terminated by the Board of Directors of the
     Company pursuant to this Section 6.

(b)  TERMINATION BY THE COMPANY WITH CAUSE. The Company shall have the right at
     any time to terminate the Executive's employment hereunder upon the
     occurrence of any of the following (any such termination being referred to
     as a termination for "Cause"): (i) the Executive has misappropriated or
     done material, intentional damage to the Company or its business or
     financial situation, (ii) the Executive has been convicted of a felony
     involving moral turpitude, (iii) any breach by the Executive of Section 2
     of this Agreement which breach is not cured by the Executive within ten
     (10) business days after written notice thereof is delivered to the
     Executive by the Company or (iii) any material malfeasance, willful
     misconduct, active fraud or gross negligence (in each case as may be
     decided by a court of law) by the Executive in connection with his
     employment hereunder, which conduct is not corrected to the reasonable
     satisfaction of the Company within ten (10) business days after written
     notice thereof is delivered to the Executive by the Company.

(c)  TERMINATION UPON DEATH OR DISABILITY. The Executive's employment hereunder
     shall automatically terminate upon the Executive's death or upon his
     inability to perform his duties hereunder by reason of any mental, physical
     or other disability for a period of at least three consecutive months, or
     any six months within any 18 month period, as determined by a qualified
     physician selected by the Company.

(d)  TERMINATION BY THE COMPANY WITHOUT CAUSE.
     The Company shall have the right to terminate the Executive's employment at
     any time with ten (10) business days written notice. In the event that the
     Company terminates the Employee without cause, the company will give the
     Executive the opportunity to resign prior to such involuntary termination.

(e)  TERMINATION BY THE EXECUTIVE FOR GOOD REASON. The Executive shall have the
     right to terminate his employment at any time for Good Reason upon written
     notice to the

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     Company. For purposes of this Agreement, "Good Reason" shall mean (a) the
     Executive's authority or duties are materially changed without the prior
     consent of the Executive, which change is not remedied within ten (10)
     business days after written notice thereof is delivered to the Company by
     the Executive, (b) any material breach of this Agreement by the Company,
     which breach is not remedied within ten (10) business days after written
     notice thereof is delivered to the Company by the Executive, or (c) the
     relocation of Executive's place of work more than 50 miles from the
     Hackensack, New Jersey area. For purposes of this Agreement, the
     Executive's authority or duties shall be deemed to be "materially changed"
     if, without the Executive's consent, there is any material diminution in
     the Executive's responsibilities or an adverse modification to the
     Executive's title, compensation, or reporting relationship.

(f)  VOLUNTARY RESIGNATION. In addition to the right to terminate his employment
     for Good Reason under Section 6(e) above, the Executive may voluntarily
     terminate his employment at any time upon ten (10) business days notice,
     which resignation will result in the immediate loss of all benefits and
     responsibilities hereunder other than as afforded by statute.

7.   EFFECT OF TERMINATION OF EMPLOYMENT.

(a)  WITH CAUSE; RESIGNATION; DEATH OR DISABILITY.

     If the Executive's employment is terminated with Cause pursuant to Section
     6(b), if the Executive's employment is terminated by the death or
     disability of the Executive pursuant to Section 6(c) or if the Executive
     elects to terminate his employment voluntarily under Section 6(f) (other
     than for Good Reason), the Executive's salary and other benefits specified
     in Section 4 shall cease at the time of such termination; provided,
     however, that the Executive shall be entitled to continue to participate in
     the Company's medical benefit plans to the extent required by law and shall
     be entitled to the reimbursement for expenses incurred by him through the
     date of termination pursuant to Section 5.

(b)  WITHOUT CAUSE BY THE COMPANY.

     If the Executive's employment is terminated either by the Company without
     Cause pursuant to Section 6(d) or by the Executive for Good Reason pursuant
     to Section 6(e), in each case, prior to the expiration of the Initial
     Employment Term or any Subsequent Employment Term, the Executive's salary
     and other benefits specified in Section 4 shall cease at the time of such
     termination, and the Executive shall be entitled to receive a severance
     amount (the "Severance Amount") equal to the amounts set forth in the
     following schedule:

<TABLE>
<CAPTION>
Termination Date:                                                   Severance Amount:
-----------------                                                   -----------------
<S>                                                                   <C>
During the first 6 months of employment                               9 months of base salary
After 6 months from the initial date of employment                    6 months of base salary
</TABLE>

  In addition, in any of such events or if the Company does not renew this
  Agreement beyond the Initial Employment Term or Subsequent Employment Term (i)
  the Executive shall also be entitled to receive any guaranteed bonus and any
  bonus accrued or earned by the

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    Executive through the date of termination based on achieving the performance
    goals set forth in Section 4(b) and the amount of any expenses incurred by
    the Executive through the date of termination pursuant to Section 5, (ii)
    all stock options then held by the Executive shall immediately vest and
    become exercisable, and (iii) the Executive shall continue to receive the
    insurance benefits specified in Section 4, at the Company's expense,
    covering the same period of time as any Severance Amount the Executive may
    receive as set forth above.

8.  NOTICE.

    Any notices required or permitted hereunder shall be in writing and shall be
    deemed to have been given when personally delivered or when mailed,
    certified or registered mail, postage prepaid, to the following addresses or
    such other address as to which notice is given in the manner provided
    herein: If to the Executive: Jonathan Fram, 20 West 10th Street, New York,
    NY 10011. If to the Company: Net2Phone, 171 Main Street, Hackensack, NJ
    07601, Attn: Howard S. Balter.

9.  GENERAL

(a) GOVERNING LAW; SUBMISSION TO JURISDICTION. The terms of this Agreement
    shall be governed by and construed under the laws of the State of New York
    without regard to its principles of conflicts of laws. Accordingly, to the
    extent a restriction contained in this Agreement is more restrictive than
    permitted by the laws of any jurisdiction where this Agreement may be
    subject to review and interpretation, the terms of such restriction, for
    the purpose only of the operation of such restriction in such jurisdiction,
    shall be the maximum restriction allowed by the laws of such jurisdiction
    and such restriction shall be deemed to have been revised accordingly
    herein. The parties hereto irrevocably agree that all claims relating to
    this Agreement shall be submitted exclusively to federal and state courts
    located in State of New York and irrevocably consent to the jurisdiction
    and venue of such courts and service of process by certified or registered
    mail, return receipt requested, directed to the parties at the addresses
    set forth herein or as otherwise provided by law.

(b) ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire
    agreement of the parties hereto with respect to the subject matter hereof
    and they and may not be modified or amended in any way except in writing by
    the parties hereto.

(c) DURATION. Notwithstanding the term of employment hereunder, this Agreement
    shall continue for so long as any obligations remain under this Agreement.

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
hereunto executed this Agreement the day and year first written above.

NET2PHONE, INC.


By: /s/ Clifford M. Sobel
    ---------------------
Name: Clifford M. Sobel
Title: Chairman


EXECUTIVE

/s/ Jonathan Fram
-----------------
Jonathan Fram

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Source: OneCLE Business Contracts.