At the Annual Meeting of Stockholders of deltathree, Inc. (the "Company") held on July 28, 2008, the Company's stockholders approved, among other items, amendments to both the Company's 2006 Non-Employee Director Stock Plan (the "2006 Plan") and the Company's 2004 Stock Incentive Plan (the "2004 Plan"). Pursuant to the amendment to the 2006 plan, the number of shares of restricted common stock, par value $0.01 per share (the "Common Stock") of the Company, to be granted to eligible non-employee directors upon joining the board of directors and on an annual basis thereafter for serving as a director and for service on different committees of the board was increased to the numbers set forth in the 2006 Plan. Pursuant to the amendment to the 2004 Plan, the number of shares of Common Stock for which awards may be granted under the plan was increased by 1,000,000 shares.

The brief summary of the amendments to the 2006 Plan and the 2004 Plan contained above is qualified in its entirety by reference to the full text of the respective plans. A copy of the amended and restated 2006 Plan is attached as Exhibit 10.1 hereto and a copy of the amended and restated 2004 Plan is attached as Exhibit 10.2 hereto.

(d) Exhibits.

Exhibit No. Document
10.1        2006 Non-Employee Director Stock Plan (amended and restated as of July
            28, 2008) (incorporated by reference to Appendix A of Amendment No.1 to
            Schedule 14A filed by the Company on June 19, 2008).
10.2        2004 Stock Incentive Plan (amended and restated as of July 28, 2008)
            (incorporated by reference to Appendix B of Amendment No.1 to Schedule
            14A filed by the Company on June 19, 2008).