SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FILM ROMAN, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

317234102

(CUSIP Number)

	with a copy to:
IDT Media, Inc.	McDermott, Will & Emery
c/o IDT Corporation	50 Rockefeller Plaza
520 Broad Street	New York, NY 10020
Newark, NJ 07102	Attn: Mark S. Selinger, Esq.
Attn: Stephen R. Brown Tel.: (973) 438-1000	Tel. (212) 547-5400

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

September 22, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: ¨

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 317234102

1    NAME OF REPORTING PERSON Digital Production Solutions, Inc.   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 56-2330342
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)    [  ]
	(b)    [X]
3    SEC USE ONLY
4    SOURCE OF FUNDS OO
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED   PURSUANT TO ITEMS 2(d) or 2(e)	[  ]
6    CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

	7    SOLE VOTING POWER
NUMBER OF SHARES	-0-
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
	8    SHARED VOTING POWER
	11,111,111
	9    SOLE DISPOSITIVE POWER
	-0-
	10    SHARED DISPOSITIVE POWER
	-11,111,111

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,111,111
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	[  ]
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56%
14    TYPE OF REPORTING PERSON CO

SCHEDULE 13D

CUSIP No. 317234102

1    NAME OF REPORTING PERSON IDT Media, Inc.   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 22-3696913
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)    [  ]
	(b)    [X]
3    SEC USE ONLY
4    SOURCE OF FUNDS OO
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED   PURSUANT TO ITEMS 2(d) or 2(e)	[  ]
6    CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

	7    SOLE VOTING POWER
NUMBER OF SHARES	-0-
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
	8    SHARED VOTING POWER
	15,173,732
	9    SOLE DISPOSITIVE POWER
	-0-
	10    SHARED DISPOSITIVE POWER
	15,173,732

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,173,732
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES     CERTAIN SHARES	[  ]
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 77%
14    TYPE OF REPORTING PERSON CO

SCHEDULE 13D

CUSIP No. 317234102

1    NAME OF REPORTING PERSON IDT Corporation   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 22-3415036
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)    [  ]
	(b)    [X]
3    SEC USE ONLY
4    SOURCE OF FUNDS OO
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED       PURSUANT TO ITEMS 2(d) or 2(e)	[  ]
6    CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

	7    SOLE VOTING POWER
NUMBER OF SHARES	-0-
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
	8    SHARED VOTING POWER
	15,173,732
	9    SOLE DISPOSITIVE POWER
	-0-
	10    SHARED DISPOSITIVE POWER
	15,173,732

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,173,732
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	[  ]
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 77%
14    TYPE OF REPORTING PERSON CO

SCHEDULE 13D

CUSIP No. 317234102

1    NAME OF REPORTING PERSON Howard S. Jonas   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)    [  ]
	(b)    [X]
3    SEC USE ONLY
4    SOURCE OF FUNDS N/A
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED       PURSUANT TO ITEMS 2(d) or 2(e)	[  ]
6    CITIZENSHIP OR PLACE OF ORGANIZATION United States

	7    SOLE VOTING POWER
NUMBER OF SHARES	-0-
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
	8    SHARED VOTING POWER
	15,173,732
	9    SOLE DISPOSITIVE POWER
	-0-
	10    SHARED DISPOSITIVE POWER
	15,173,732

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,173,732
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	[  ]
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 77%
14    TYPE OF REPORTING PERSON IN

SCHEDULE 13D

Item 1.    Security and Issuer

This Amendment No. 1 (this “Amendment”) amends the Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on May 22, 2003 (the “Original 13D”). This Amendment relates to the common stock, par value $0.01 per share (the “Common Stock”), of Film Roman, Inc., a Delaware corporation (“Film Roman” or the “Issuer”), having its principal executive offices at 12020 Chandler Blvd., North Hollywood, CA 91607.

Item 2.    Identity and Background

(a), (b), (c) and (f)

This Amendment is being filed jointly by Digital Production Solutions, Inc., a Delaware corporation (“DPS”), IDT Media, Inc., a Delaware corporation (“IDT Media”), IDT Corporation, a Delaware corporation (“IDT”), and Howard S. Jonas, an individual (collectively, the “Reporting Persons”).

IDT is a multi national communications company that provides services and products to retail and wholesale customers worldwide, including prepaid debit and rechargeable calling cards, wholesale carrier services and consumer long distance services. IDT also operates several media and entertainment businesses, most of which are currently in the early stages of development. IDT’s business address is 520 Broad Street, Newark, NJ 07102.

IDT Media, a subsidiary of IDT, is a holding company for IDT’s media-related holdings, including DPS. IDT Media’s business address is 520 Broad Street, Newark, NJ 07102.

DPS, a subsidiary of IDT Media, is principally engaged in the production of film and broadcast quality 3-D animation. DPS’s business address is 520 Broad Street, Newark, NJ 07102.

Howard S. Jonas is the Chairman of the Board, founder and controlling shareholder of IDT. Howard S. Jonas is a United States citizen. The address of his principal place of business is 520 Broad Street, Newark, NJ 07102.

Set forth on Schedule I to this Schedule 13D, and incorporated herein by reference, is the name, business address and present principal occupation or employment and citizenship of each executive officer and director of IDT, IDT Media, and DPS, and the name of any corporation or other organization in which such employment is conducted, together with the principal business and address of any such corporation or organization other than the aforementioned entities, as the case may be, for which such information is set forth.

(d) and (e)

During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any executive officer or director of such entities has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body resulting in a judgment, decree or final order

enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws.

Item 3.    Source and Amount of Funds or Other Consideration

Pursuant to the agreements described in section 4 of this Amendment, IDT Media acquired 4,062,621 shares of Common Stock of the Issuer for an aggregate purchase price of $1,218,788 paid in 68,517 shares of IDT Class B Common Stock.

Item 4.    Purpose of Transaction

The following transactions are reflected in this Amendment:

(i)    On September 22, IDT Media acquired 1,033,971 shares of Common Stock of the Issuer pursuant to a Stock Purchase Agreement dated September 16, 2003, between IDT Media, IDT, Delaware State Employees’ Retirement Fund, Declaration of Trust for Defined Benefit Plans of ICI American Holdings Inc. and Declaration of Trust for Defined Benefit Plans of Zeneca Holdings Inc. A copy of this agreement is filed as Exhibit 1 hereto and is incorporated in this Item 4 by reference. The purchase price for the shares was $310,191 paid in 17,357 shares of IDT Class B Common Stock.

(ii)    On September 22, IDT Media exchanged 51,160 shares of IDT Class B Common Stock for 3,028,650 shares of Common Stock of the Issuer pursuant to a Stock Exchange Agreement dated September 18, 2003, between IDT media, IDT, Phil Roman and the Issuer. A copy of this agreement is filed as Exhibit 2 hereto and is incorporated in this Item 4 by reference.

IDT Media acquired the additional shares of Common Stock of the Issuer to increase its controlling interest in the Issuer.

Each of the Reporting Persons intends to continuously review its investment in Issuer, and may in the future determine, either alone or as part of a group, (i) to acquire additional securities of Issuer, through open market purchases, private agreements or otherwise, (ii) to dispose of all or a portion of the securities of Issuer owned by it or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Notwithstanding anything contained herein, each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to specific elements thereof), each of the Reporting Persons currently expects that it would take into consideration a variety of factors, including, but not limited to, Issuer’s business and prospects, other developments concerning Issuer and its business generally, other business opportunities available to the Reporting Persons,

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developments with respect to the business of DPS and IDT Media, changes in law and government regulations, general economic conditions and money and stock market conditions, including the market price of the securities of Issuer.

Item 5.    Interest in Securities of the Issuer

(a)    DPS directly beneficially owns 10,454,157 shares of the Issuer’s Common Stock. In addition, DPS is entitled under the Loan Agreement between DPS and the Issuer dated May 22, 2003 (filed as an exhibit to the original 13D) to convert the outstanding balance as of September 29, 2003 of $59,125.87 (excluding interest) into 656,954 shares of the Issuer’s Common Stock. Accordingly, DPS may be deemed the direct beneficial owner of 11,111,111 shares of the Issuer’s Common Stock, representing 56% of its outstanding Common Stock based on Issuer having 19,688,801 shares of Common Stock outstanding.

IDT Media directly beneficially owns 4,062,621 shares of Issuer’s Common Stock. In addition, IDT Media is the majority shareholder of DPS, and as such may be deemed the indirect beneficial owner of 11,111,111 shares of the Issuer’s common stock, and the owner of 15,173,732 shares of the Issuer’s Common Stock in total, representing 77% of the Issuer’s outstanding Common Stock.

IDT does not directly own any shares of the Issuer. IDT is the majority shareholder of IDT Media, and as such may be deemed the indirect beneficial owner of 15,173,732 shares of the Issuer’s Common Stock representing 77% shares of its outstanding Common Stock.

Howard S. Jonas does not directly own any shares of Issuer. As of September 26, 2002, Mr. Jonas beneficially owned 9,816,988 shares of Class A Common Stock, par value $.01 of IDT, 6,150,156 shares of Class B Common Stock, par value $.01 of IDT and 1,825,142 shares of Common Stock, par value $.01 of IDT, representing approximately 21% of the outstanding shares of IDT and 56% of the combined voting power of IDT. Mr. Jonas may be deemed the indirect beneficial owner of 15,173,732 shares of the Issuer’s Common Stock representing 77% shares of its outstanding Common Stock.

(b)    IDT media has the power to vote and dispose 4,062,621 shares of the Issuer’s Common Stock. In addition, by virtue of its ownership of a majority of the outstanding shares of DPS, IDT Media may be deemed to share with DPS the power to vote and dispose 11,111,111 shares of the Issuer’s Common Stock.

By virtue of its ownership of a majority of the outstanding shares of IDT Media, IDT may be deemed to share with IDT Media the power to vote and dispose 15,173,732 shares of the Issuer’s Common Stock.

By virtue of his ownership of shares of IDT representing approximately 56% of the combined voting power of IDT, Howard Jonas has the power to control the election of directors to IDT’s board of directors, and therefore he may be deemed to share with IDT the power to vote and dispose 15,173,732 shares of the Issuer’s Common Stock.

(c)    Except as described herein and as previously described in this Item and in Item 3 and Item 4 above, no transactions in the Common Stock of the Issuer have been effected by the

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Reporting Persons, nor to the best knowledge of the Reporting Persons, by the persons listed on Schedule 1 to this Schedule 13D, during the last 60 days.

(d)    Not applicable.

(e)    Not applicable.

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The matters set forth in Item 4 of this Amendment are incorporated in this Item 6 by reference as if fully set forth herein.

Item 7.    Material to be Filed as Exhibits

Exhibit 1	Stock Purchase Agreement dated September 16, 2003 between IDT Media, IDT, Delaware State Employees’ Retirement Fund, Declaration of Trust for Defined Benefit Plans of ICI American Holdings Inc. and Declaration of Trust for Defined Benefit Plans of Zeneca Holdings Inc.
Exhibit 2	Stock Exchange Agreement dated September 18, 2003 between, IDT Media, IDT, Phil Roman and Film Roman, Inc.
Exhibit 3	Joint Filing Agreement.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

Dated:  September 30, 2003

DIGITAL PRODUCTION SOLUTIONS, INC.
By:	/s/    Morris Berger
Name:	Morris Berger
Title:	President

IDT MEDIA, INC.
By:	/s/    Mitchell Burg
Name:	Mitchell Burg
Title:	Chief Executive Officer

IDT CORPORATION
By:	/s/    James A. Courter
Name:	James A. Courter
Title:	Chief Executive Officer, Vice Chairman of the Board and Director

/s/    Howard S. Jonas        

Howard S. Jonas

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SCHEDULE I

Additional Information Concerning the Reporting Persons

Set forth below are the name, position, present principal occupation or employment and business address of each director and executive officer of IDT. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with IDT. Each person listed below is a citizen of the United States.

Name	Position	Principal Occupation	Business Address
Howard S. Jonas	Chairman of the Board and Director	Chairman of the Board	c/o IDT 520 Broad Street Newark, NJ 07102
James A. Courter	Chief Executive Officer, Vice Chairman of the Board and Director	Chief Executive Officer, Vice Chairman of the Board and Director	c/o IDT 520 Broad Street Newark, NJ 07102
Ira A. Greenstein	President	President	c/o IDT 520 Broad Street Newark, NJ 07102
Stephen R. Brown	Chief Financial Officer, Treasurer and Director	Chief Financial Officer, Treasurer and Director	c/o IDT 520 Broad Street Newark, NJ 07102
Marcelo Fischer	Chief Accounting Officer and Controller	Chief Accounting Officer and Controller	c/o IDT 520 Broad Street Newark, NJ 07102
Joyce J. Mason	Senior Vice President, General Counsel, Secretary and Director	Senior Vice President, General Counsel, Secretary and Director	c/o IDT 520 Broad Street Newark, NJ 07102
Marc E. Knoller	Senior Vice President and Director	Senior Vice President and Director	c/o IDT 520 Broad Street Newark, NJ 07102
Moshe Kaganoff	Executive Vice President of Strategic Planning and Director	Executive Vice President of Strategic Planning	c/o IDT 520 Broad Street Newark, NJ 07102
Geoffrey Rochwarger	Executive Vice President of Telecommunications	Executive Vice President of Telecommunications	c/o IDT 520 Broad Street Newark, NJ 07102
Morris Lichtenstein	Executive Vice President of Business Development	Executive Vice President of Business Development	c/o IDT 520 Broad Street Newark, NJ 07102
E. Brian Finkelstein	Executive Vice President of Business Development	Executive Vice President of Business Development	c/o IDT 520 Broad Street Newark, NJ 07102
Jonathan Levy	Executive Vice President of Corporate Development	Executive Vice President of Corporate Development	c/o IDT 520 Broad Street Newark, NJ 07102

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J. Warren Blaker	Director	Professor, Fairleigh Dickinson University	Fairleigh Dickinson University School of Natural Sciences 1000 River Road Teaneck, NJ 07666
Rudy Boschwitz	Director	Chairman of the Advisory Committee of the Center for Global Food Issues, Former U.S. Senator	Home Valu Interior 5401 East River Road Fridley, MN 55421
Saul Fenster	Director	President Emeritus of the New Jersey Institute of Technology	New Jersey Institute of Institute of Technology; University Heights; 323 Martin Luther King Blvd.; Newark, NJ 07102
Jack F. Kemp	Director	Former U.S. Congressman and former Secretary of Housing and Urban Development	Empower America 1801 K Street, NW, Suite 410 Washington, DC 20006
Michael J. Levitt	Director	Chairman of Stone Tower Capital LLC	Stone Tower Capital LLC P.O. Box 1079 Alpine, NJ 07620
Marc J. Oppenheimer	Director	President and CEO of Crystallex International Corporation	President and CEO Crystallex International Corporation 25 Rockwood Place, Suite 3 Englewood, NJ 07631
William A. Owens	Director	Vice Chairman of the Board and Co-Chief Executive Officer of Teledisc LLC and former Vice Chairman of the Joint Chiefs of Staff	Teledesic LLC c/o AFA Investors LLC 2420 Carillion Point Kirkland, WA 98033
William F. Weld	Director	Principal, Leeds Weld & Co. and former Governor of Massachusetts	Leeds, Weld & Co. 660 Madison Avenue New York, NY 10021
James S. Gilmore, III	Director	Partner, Kelley Drye & Warren and former Governor of Virginia	Kelley Drye & Warren LLP 1200 19th Street, N.W., Suite 500 Washington, D.C. 20036

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Set forth below are the name, position, present principal occupation or employment and business address of each director and executive officer of IDT Media. Each person listed below is a citizen of the United States.

Name	Position	Principal Occupation	Business Address
Howard S. Jonas	Co-Chairman of the Board	Chairman of the Board of IDT	c/o IDT 520 Broad Street Newark, NJ 07102
Stephen R. Brown	Co-Chairman of the Board and Treasurer	Chief Financial Officer, Treasurer and Director of IDT	c/o IDT 520 Broad Street Newark, NJ 07102
James A. Courter	Vice Chairman of the Board	Vice Chairman of the Board and Chief Executive Officer of IDT	c/o IDT 520 Broad Street Newark, NJ 07102
Mitchell Burg	Chief Executive Officer and Director	Chief Executive Officer and Director	c/o IDT 520 Broad Street Newark, NJ 07102
Jonathan Reich	Director	President of Worldwide Sales and Marketing of Net2Phone, Inc.	c/o IDT 520 Broad Street Newark, NJ 07102
Mark E. Knoller	President and Chief Operating Officer	President and Chief Operation Officer. Director of IDT	c/o IDT 520 Broad Street Newark, NJ 07102
Darin Zaga	Chief Financial Officer	Chief Financial Officer	c/o IDT 520 Broad Street Newark, NJ 07102
Jerrold Rapaport	Executive Vice President, Strategic Planning	Executive Vice President, Strategic Planning	c/o IDT 520 Broad Street Newark, NJ 07102
Larry Wiseman	Executive Vice President Business Development	Executive Vice President Business Development	c/o IDT 520 Broad Street Newark, NJ 07102
Morris Berger	Executive Vice President, Marketing	Executive Vice President, Marketing	c/o IDT 520 Broad Street Newark, NJ 07102
Trang Nguyen	Executive Vice President, Broadcast Operations	Chief Operating Officer of Talk America	c/o IDT 520 Broad Street Newark, NJ 07102

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Rev. Eric Cosentino	Director	Rector of the Episcopal Church of the Devine Love in Montrose, New York	Episcopal Church of Divine Love 80 Sunset Road Montrose, NY 10548
Rabbi Irwin Katsof	Director	Executive Director of the Jerusalem Fund of Aish HaTorah	The Jerusalam Fund of Aish HaTorah 156 West 56th Street  Suite 1201 New York, NY 10019
Roberto Muller	Director	President and Chief Executive Officer of the Muller Sports Group. Prior President of Reebok International. Founder of PONY Sports & Leisure	CEO and President The Muller Group 16 School Street Rye, NY 10580
Harvey Schiller	Director	Chairman and Chief Executive Officer of YankeeNets, LLC. Former VP, Sports Programming, Turner Broadcasting System. Former President of Turner Sports, Inc., a division of Time Warner	President & CEO Assante U.S. 280 Park Avenue, 5th Floor East Building New York, New York 10017
Merv Adelson	Director	Director on the Board of Avalon Digital Marketing Systems, Inc. and co-founder of Lorimar Telepictures	24154 Malibu Road Los Angeles, CA 90065
Pete Wilson	Director	Visiting fellow at the Harev Institution of former Governor of California	c/o IDT 520 Broad Street Newark, NJ 07102

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Set forth below are the name, position, present principal occupation or employment and business address of each director and executive officer of DPS. Each person listed below is a citizen of the United States.

Name	Position	Principal Occupation	Business Address
Morris Berger	President	Executive Vice President, Marketing, IDT Media, Inc.	c/o IDT 520 Broad Street Newark, NJ 07102
Yehuda Wurtzel	Chief Executive Officer	Chief Executive Officer	c/o IDT 520 Broad Street Newark, NJ 07102
Stephen Brown	Secretary and Treasurer	Chief Financial Officer, Treasurer and Director of IDT	c/o IDT 520 Broad Street Newark, NJ 07102

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EX-99.1

Exhibit 1

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 16th day of September, 2003, by and between Delaware State Employees’ Retirement Fund (“DSERF”), Declaration of Trust for Defined Benefit Plans of ICI American Holdings Inc. (“ICI”), Declaration of Trust for Defined Benefit Plans of Zeneca Holdings Inc. (“Zeneca” and collectively with Delaware and ICI, the “Sellers” and each a “Seller”), IDT Media, Inc., a Delaware corporation (“Buyer”) and IDT Corporation, a Delaware corporation (“IDT”).

WHEREAS, DSERF owns 698,039 shares of common stock (“Common Stock”), par value $0.01 per share, of Film Roman, Inc. (the “DSERF Shares”); and

WHEREAS, ICI owns 197,546 shares of Common Stock (the “ICI Shares”); and

WHEREAS, Zeneca owns 138,386 shares of Common Stock (the “Zeneca Shares” and collectively with the DESRF Shares and the ICI Shares, the “Purchased Shares”); and

WHEREAS, Buyer wishes to buy from Sellers the Purchased Shares on the terms and subject to the conditions hereinafter set forth.

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

ARTICLE I

Definitions

1.1    General Defined Terms.    As used herein, the following terms shall each have the meaning indicated:

“Business Day” means any day other than a Saturday, Sunday or statutory holiday in the State of New York.

“Encumbrances” means mortgages, charges, pledges, security interests, liens, encumbrances, actions, claims, demands, and equities of any nature whatsoever and howsoever arising and any rights or privileges capable of becoming any of the foregoing.

“Governmental Authority” means any agency, department, court or any other administrative, legislative or regulatory authority of any foreign, federal, state or local governmental body.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Authority.

ARTICLE II

Purchase and Sale; Registration; Deliveries

2.1    Purchase and Sale of Purchased Shares.    On and subject to the terms and conditions of this Agreement, Buyer shall purchase from each Seller, and each Seller shall sell, transfer, convey, and deliver to Buyer, free and clear of all Encumbrances, the Purchased Shares for the consideration specified in Section 2.2 below.

2.2    Purchase Price.    The aggregate purchase price (the “Purchase Price”) for the Purchased Shares shall be $310,191.30 (representing a purchase price per share of $0.30) divided between the Sellers as follows: (i) $209,411.70 payable to DSERF for the DSERF Shares, (ii) $59,263.80 payable to ICI for the ICI Shares and (iii) $41,515.80 to Zeneca for the Zeneca Shares. The Purchase Price shall be payable in shares of IDT Class B Common Stock, par value $0.01 per share (the “IDT Shares”), which shall be delivered by IDT to each Seller, free and clear of all Encumbrances, as provided in Section 2.5 hereof. The number of IDT Shares payable by Buyer to each Seller at the Closing shall be equal to (a) the portion of the Purchase Price to which such Seller is entitled, divided by (b) an amount equal to the average of the closing sale prices for the IDT Shares on the New York Stock Exchange (the “NYSE”), as reported on the NYSE Composite Transaction Tape, for each of the twenty consecutive trading days ending on the third complete trading day prior the Closing Date (not counting the Closing Date).

2.3    Closing.     Subject to Section 8.1, the closing (the “Closing”) of the purchase and sale of the Purchased Shares hereunder shall take place no later than seven (7) Business Days following the approval of the issuance of the IDT Shares by the Board of Directors of IDT, or at such earlier time as the parties may mutually agree (such date, the “Closing Date”). Notwithstanding the foregoing, if, on the Closing Date, any condition specified in Section 2.5 with respect to the Closing has not been satisfied (and shall not be satisfied by the delivery of documents or tender of the Purchased Shares or IDT Shares at such Closing) or waived by Buyer or Sellers, as the case may be, then, subject to Section 8.1, the date for the Closing shall be extended to any date specified by Buyer to Sellers, or by Sellers to Buyer, with not less than five (5) Business Days’ prior written notice (subject to Buyer’s and Sellers’ respective conditions to the Closing being satisfied or waived on such specified date).

2.4    Registration.

(a)    IDT shall prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”) covering the resale of the IDT Shares by Sellers and shall use its best efforts to cause such registration statement to become effective on or before November 30, 2003, and remain effective as provided in Section 2.3(e); provided, that a Seller shall not be entitled to have the IDT Shares held by it covered by such registration statement unless such Seller has provided IDT with the information required under Section 2.3(i) hereof.

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(b)    IDT shall furnish to each Seller, promptly after such registration statement is filed with the SEC, such numbers of copies of the registration statement and any amendment or post-effective amendment thereto (in each case including all exhibits and the prospectus) and any other prospectus filed under Rule 424 under the Securities Act as such Seller may reasonably request.

(c)    Subject to Section 2.3(d) below, IDT shall prepare and file such amendments (including post-effective amendments) and supplements to any registration statement filed under this Section 2.3 and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement, or to name each Seller as a selling stockholder, until all of such securities have been disposed of by such Seller.

(d)    Notwithstanding anything to the contrary herein, any registration effected pursuant to this Section 2.3 shall not be required to be effective on and after the first date on which Sellers can publicly sell all of the IDT Shares pursuant to any provision of Rule 144 under the Securities Act. In such event, IDT covenants that it will, so long any Seller holds IDT Shares, file in a timely manner and make and keep available all reports and other documents required by the Securities Exchange Act of 1934, as amended.

(e)    If IDT determines in good faith that (i) sales of securities pursuant to any registration statement would have an adverse effect on IDT or its stockholders in relation to any financing or any material acquisition or other material corporate transaction or (ii) sales of securities pursuant to the registration statement would require disclosure of information IDT reasonably believes should remain confidential at such time for a valid business purpose, in each case as evidenced by a certificate signed by IDT’s Chief Executive Officer, IDT shall be entitled to suspend all sales under the registration statement and prospectuses related thereto for a reasonable period of time but not to exceed 90 days (a “Blackout Period”) after the date of the delivery of such certificate suspending sales; provided, that IDT’s exercise of its rights under this Section 2.3(f) shall not result in Blackout Periods for more than 180 days in any 365 day period and (ii) shall not result in Blackout Periods that are separated by less than 30 days. IDT shall promptly notify each Seller of the expiration or earlier termination of any Blackout Period. Sellers acknowledge the foregoing and agree to abide by any such suspension of sales by IDT.

(f)    IDT shall promptly notify each Seller in the manner prescribed in Section 7.7 of the happening of any event, of which IDT has knowledge, as a result of which the prospectus included in a registration statement effected pursuant to this Section 2.3, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall promptly prepare a supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver such number of

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copies of such supplement or amendment to each Seller as such Seller may reasonably require.

(g)    IDT shall cause the listing and continuation of listing of the IDT Shares on the New York Stock Exchange or, if the IDT Class B common stock is not listed on the New York State Exchange, such other principal exchange or automated quotation system on which the IDT Class B common stock trades.

(h)    Upon the request of Sellers, IDT shall enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to facilitate the disposition of such IDT Shares.

(i)    Each Seller shall furnish IDT, at least 10 days prior to the filing of the registration statement, the information required in the Questionnaire attached as Exhibit A hereto, and shall update such information from time to time thereafter, and all other information as is reasonably required by IDT to effect the registration of the resale of the IDT Shares held by such Seller, all of which information shall be true, accurate, complete and not materially misleading.

(j)    All expenses incurred in connection with registrations, filings, qualifications and other obligations of IDT pursuant to this Section 2.3 (excluding any underwriters’ and brokers’ discounts and commissions) shall be borne by IDT.

2.5    The Parties’ Deliveries.

(a)    The obligation of Buyer to purchase the Purchased Shares from Sellers at the Closing and to perform its obligations hereunder shall be subject to the satisfaction of, or waiver by Buyer of, the following conditions precedent on or before the Closing; provided, that the waiver by Buyer of any condition set forth in this Section 2.5(a) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by any Seller, except to the extent expressly so waived:

(i)    The representations and warranties of each Seller contained herein shall be true and correct in all respects at and as of the date hereof and the Closing Date (except for representations and warranties made as to a specific date, which representations and warranties shall be true and correct at and as of such date); and

(ii)    Each Seller shall have executed, acknowledged and delivered (if appropriate), or cause to be executed, acknowledged and delivered (if appropriate), as the case may be, to Buyer: (A) any and all certificates for the Purchased Shares duly endorsed by such Seller; and (B) such other instruments of sale, transfer, conveyance, and assignment as Buyer and its counsel reasonably may request.

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(b)    The obligation of Sellers to sell the Purchased Shares to Buyer at the Closing and to perform its obligations hereunder shall be subject to the satisfaction of, or waiver by Seller of, the following conditions precedent on or before the Closing; provided, that the waiver by Sellers of any condition set forth in this Section 2.5(b) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by Buyer or IDT, except to the extent expressly so waived:

(i)    the representations and warranties of Buyer and IDT contained herein shall be true and correct in all respects at and as of the date hereof and the Closing Date (except for representations and warranties made as to a specific date, which representations and warranties shall be true and correct at and as of such date); and

(ii)    IDT shall have executed, acknowledged and delivered (if appropriate), or cause to be executed, acknowledged and delivered (if appropriate), as the case may be, to each Seller stock certificates representing the IDT Shares containing a restrictive legend.

ARTICLE III

Representations and Warranties of Sellers

Each Seller hereby represents and warrants to Buyer and IDT that the statements contained in this ARTICLE III are true, correct and complete.

3.1    Organization; Authorization of Transaction.    Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Seller has full power and authority to execute and deliver this Agreement and each other agreement or instrument to be delivered by it hereunder (the “Seller Related Agreements”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Seller Related Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action. This Agreement and each Seller Related Agreement has been duly executed and delivered by a duly authorized officer on behalf of Seller. Assuming due and valid authorization, execution and delivery of this Agreement and each Seller Related Agreement by the other parties thereto (if any), this Agreement and the Seller Related Agreements constitute the valid and legally binding obligations of Seller, enforceable against Seller in accordance with their respective terms and conditions, except as such except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights

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and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.2    Noncontravention.    Neither the execution and the delivery of this Agreement or the Seller Related Agreements, nor the consummation of the transactions contemplated hereby and thereby, will:

(a)    violate any (i) statute, law, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which Seller is subject or (ii) provision of its organizational documents; or

(b)    require any notice or consent under, any agreement to which Seller is a party or by which it is bound or to which the Purchased Shares are or may be bound or affected (or result in the imposition of any Encumbrance upon any of the Purchased Shares).

3.3    Governmental Consents.    Seller is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order for the parties to execute, deliver or consummate the transactions contemplated by this Agreement or the Seller Related Agreements.

3.4    Brokers’ Fees.    Seller has no liability or obligation to pay any fees or commissions whatsoever to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which Buyer could become liable or obligated.

3.5    Title to Purchased Shares.    Seller is the record and beneficial owner of the Purchased Shares and has good, valid and marketable title to the Purchased Shares, free and clear of all Encumbrances.

3.6    Accredited Investor.    Seller is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.

3.7    IDT Shares.    Seller is acquiring the IDT Shares for investment purposes for its account only and not for the account of any other person or entity. Seller is not acquiring the IDT Shares with a view to resell, distribute, subdivide or otherwise transfer such IDT Shares to any other person or entity, other than in accordance with the Securities Act and applicable state securities laws. Seller acknowledges that (a) it is able to bear the economic risk related to its ownership of the IDT Shares (b) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such investment in the IDT Shares and (c) had the opportunity to ask questions and receive answers and to obtain such other information Seller desired in order to evaluate the merits and the risks of the offering of IDT Shares and the ownership thereof.

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ARTICLE IV

Representations and Warranties of Buyer

Buyer hereby represents and warrants to each Seller that the statements contained in this ARTICLE IV are correct and complete.

4.1    Organization of Buyer.    Buyer is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

4.2    Authorization of Transaction.    Buyer has full power and authority to execute and deliver this Agreement and each other agreement or instrument to be delivered by it hereunder (the “Buyer Related Agreements”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and Buyer Related Agreements and the consummation of the transactions thereby have been duly authorized by all requisite corporate action. This Agreement and each Buyer Related Agreement has been duly executed and delivered by a duly authorized officer on behalf of Buyer and, assuming due and valid authorization, execution and delivery of this Agreement and each Buyer Related Agreement by the other parties thereto, constitute the valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms and conditions, except as such except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.3    Noncontravention.    Neither the execution and the delivery of this Agreement or the Buyer Related Agreements nor the consummation of the transactions contemplated hereby will violate any (i) law, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which Buyer is subject or (ii) provision of the certificate of incorporation or bylaws of Buyer.

4.4    Governmental Consents.    Buyer is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order for the parties to execute, deliver or consummate the transactions contemplated by this Agreement or Buyer Related Agreements.

4.5    Brokers’ Fees.    Buyer has no liability or obligation to pay any fees or commissions whatsoever to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which any Seller could become liable or obligated.

4.6    Purchased Shares.    Buyer is acquiring the Purchased Shares for investment purposes only for its own account and not for the account of any other person or entity.

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Buyer is not acquiring the Purchased Shares with a view to resell, distribute, subdivide or otherwise transfer the Purchased Shares to any other person or entity other than in accordance with the Securities Act and applicable state securities laws.

ARTICLE V

Representations and Warranties of IDT

IDT hereby represents and warrants to Sellers that the statements contained in this ARTICLE V are correct and complete.

5.1    Organization of IDT.    IDT is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted.

5.2    Authorization of Transaction.    IDT has full power and authority to execute and deliver this Agreement and each other agreement or instrument to be delivered by it hereunder (the “IDT Related Agreements”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the IDT Related Agreements and the consummation of the transactions thereby have been duly authorized by all requisite corporate action. This Agreement and each IDT Related Agreement has been duly executed and delivered by a duly authorized officer on behalf of IDT and, assuming due and valid authorization, execution and delivery of this Agreement and each IDT Related Agreement by the other parties thereto, constitute the valid and legally binding obligations of IDT, enforceable against IDT in accordance with their respective terms and conditions, except as such except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.3    Noncontravention.    Neither the execution and the delivery of this Agreement or the IDT Related Agreements nor the consummation of the transactions contemplated hereby will violate any (i) law, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which IDT is subject or (ii) provision of the certificate of incorporation or bylaws of IDT.

5.4    Governmental Consents.    IDT is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order for the parties to execute, deliver or consummate the transactions contemplated by this Agreement or the IDT Related Agreements.

5.5    Valid Issuance of IDT Shares.    The IDT Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will

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be duly authorized, validly issued, free and clear of all Encumbrances, fully paid and non-assessable, and, based in part upon the representations of Sellers in this Agreement, will be issued in compliance with all U.S. federal and state securities laws.

ARTICLE VI

Covenants of the Parties

6.1    Restricted Stock.    Each Seller acknowledges and agrees that, until their registration, the IDT Shares will not be registered under the Securities Act or any state securities laws and therefore may not be resold without registration, or exemption therefrom, under the Securities Act and any applicable state securities laws.

6.2    Further Assurances.    Subject to the terms and conditions of this Agreement, each party hereto will use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws to consummate or implement expeditiously the intent of the parties hereto, namely, without limiting the generality of the foregoing, to transfer the Purchased Shares to Buyer and to transfer the IDT Shares to Sellers, in each case, free and clear of any Encumbrances.

ARTICLE VII

Indemnification

7.1    Indemnification in Connection with Registration of the IDT Shares.

(a)    In the event of any registration of any IDT Shares under the Securities Act pursuant to this Agreement, IDT shall indemnify and hold harmless each Seller, its directors and officers and each other person (including each underwriter) who participated in the offering of such IDT Shares and each other person, if any, who controls each Seller or such participating person within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which Seller or any such director or officer or participating person or controlling person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (ii) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Seller or such director, officer or participating person or controlling person for any legal or any other expenses reasonably incurred by such Seller or such director, officer or participating person or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that IDT shall not be liable in any such case to the extent that

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any such loss, claim, damage or liability arises out of or is based upon any actual or alleged untrue statement or actual or alleged omission made in such registration statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to IDT by any Seller specifically for use therein or so furnished for such purposes by any underwriter. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Seller or such director, officer or participating person or controlling person, and shall survive the transfer of such securities by such Seller.

(b)    Sellers agree to indemnify and hold harmless IDT, its directors and officers and each other person, if any, who controls IDT within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which IDT or any such director or officer or any such person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon information in writing provided to IDT by any Seller specifically for use in, and contained in, on the effective date thereof, any registration statement under which securities were registered under the Securities Act pursuant to this Agreement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto. Notwithstanding the provisions of this paragraph (b) or paragraph (c) below, no Seller shall be required to indemnify any person pursuant to this Section 7.1 or to contribute pursuant to paragraph (c) below in an amount in excess of the amount of the aggregate net proceeds received by such Seller in connection with any such registration under the Securities Act.

(c)    If the indemnification provided for in this Section 7.1 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.1(c) were determined by pro rata allocation or by any other

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method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

7.2    General Indemnification.

(a)    Indemnification by Sellers.    Subject to written notice of such claim for indemnification being given to Sellers within the appropriate survival period referred to in Section 7.3, Sellers shall indemnify, defend and hold harmless Buyer, its affiliates and their respective directors, officers, employees or representatives, from and against any and all claims, costs, expenses, damages, liabilities or losses (including, without limitation, from and against any judgment, settlement, attorneys’ fees and other reasonable out-of-pocket costs or expenses incurred in connection with the defense of any action or threatened action or proceeding) (collectively, “Claims”) to the extent relating to or arising out of any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement.

(b)    Indemnification by Buyer.    Subject to written notice of such claim for indemnification being delivered to Buyer within the appropriate survival period set forth in Section 7.3 to the extent applicable, Buyer agrees to indemnify, defend and hold harmless Sellers, their affiliates and their respective directors, officers, employees or representatives, from and against any and all Claims to the extent relating to or arising out of any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement.

(c)    Third Party Claims.    Promptly after the receipt by any Seller or Buyer of notice of any claim, action, suit or proceeding by any person or entity who is not a party to this Agreement (collectively, an “Action”) which is subject to indemnification hereunder, such party (the “Indemnified Party”) shall give written notice of such Action to the party from whom indemnification is claimed (the “Indemnifying Party”). The Indemnified Party’s failure to so notify the Indemnifying Party of any such matter shall not release the Indemnifying Party, in whole or in part, from its obligations to indemnify under this Section 7.2, except to the extent the Indemnified Party’s failure to so notify actually prejudices the Indemnifying Party’s ability to defend against such Action. The Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) admit in writing to the Indemnified Party, the Indemnifying Party’s liability to the Indemnified Party for all or a significant portion of such Action under the terms of this Section 7.2; (ii) notify the Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof; and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall

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cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Action, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of the Indemnified Party unless (A) the Indemnifying Party has agreed to pay such fees and expenses, (B) any relief other than the payment of money damages is sought against the Indemnified Party or (C) the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such case the fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party. No Indemnifying Party shall, without the written consent of the Indemnified Party, settle or compromise or consent to entry of any judgment with respect to any such Action in which any relief is sought against any Indemnified Party or any Action unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified Party of a release from all liability with respect to such Action.

7.3    Survival.    The representations and warranties of each Seller, Buyer and IDT contained in Article III, Article IV and Article V, respectively, shall survive until such date that is one year from the date hereof; provided, that the representations as to title and valid issuance contained in Section 3.5 and Section 5.5, respectively, and the representations as to broker’s fees contained in each of Section 3.4 and Section 4.5 shall survive indefinitely.

ARTICLE VIII

Miscellaneous

8.1    Termination.    This Agreement may be terminated at any time prior to the Closing: (i) by mutual written consent of the parties hereto; and (ii) by either party if the Closing shall have not been consummated on or before October 31, 2003.

8.2    No Third-Party Beneficiaries.    Except as otherwise set forth in Section 7.4 hereof, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns.

8.3    Entire Agreement.    This Agreement (including the documents referred to herein) constitutes the entire agreement between the parties hereto and supersedes any prior understandings, agreements, or representations by or between the parties hereto, written or oral, to the extent they are related in any way to the subject matter hereof.

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8.4    Succession and Assignment.    This Agreement shall be binding upon and inure to the benefit of the parties hereto named herein and their respective successors and permitted assigns. Sellers may not assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of Buyer. Buyer may assign its rights and obligations hereunder to an affiliate without the consent of the Sellers.

8.5    Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

8.6    Headings.    The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

8.7    Notices.    Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed to have been given if delivered or sent by facsimile transmission, upon receipt, if by hand delivery, upon receipt, if sent by nationally recognized overnight courier service, one day after deposit with such, or if sent by registered or certified mail, upon the sooner of the date on which receipt is acknowledged or the expiration of three days after deposit in United States post office facilities properly addressed with postage prepaid. All notices to a party will be sent to the addresses set forth below or to such other address or person as such party may designate by notice to each other party hereunder:

If to Sellers:	Pecks Management Partners, Ltd. 1 Rockefeller Plaza, Suite 900 New York, NY 10020 Attn: Theodora Garcia Fax: (212) 332-1353
If to Buyer:	IDT Media, Inc. c/o IDT Corporation 520 Broad Street Newark, New Jersey Attn: Morris Berger Fax: (973) 438-1424
With a copy to:	McDermott, Will & Emery 50 Rockefeller Plaza New York, New York 10020-1605 Attn: Mark S. Selinger, Esq. Fax: (212) 547-5444

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If to IDT:	IDT Corporation 520 Broad Street Newark, New Jersey Attn: Stephen Brown Fax: (973) 438-424?
With a copy to:	McDermott, Will & Emery 50 Rockefeller Plaza New York, New York 10020-1605 Attn: Mark S. Selinger, Esq. Fax: (212) 547-5444

or to such other address or addresses as any party hereto may designate to the other by like notice as hereinabove set forth.

8.8    GOVERNING LAW.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

8.9    Submission to Jurisdiction.    The parties hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement may be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submit to such jurisdiction for such purpose. The parties hereby irrevocably waive any objection to such jurisdiction or inconvenient forum. Any such process or summons to be served upon any party hereto (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8.6 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction.

8.10    Amendments and Waivers.    No amendment or waiver of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Buyer, IDT and Seller. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

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8.11    Severability.    Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

8.12    Expenses.    Except as otherwise provided herein, each of the parties hereto will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

8.13    Construction.    The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

IDT MEDIA, INC.
By:	/S/    STEPHEN R. BROWN
	Name:  Stephen R. Brown Title:    Chairman of the Board
IDT CORPORATION
By:	/S/    STEPHEN R. BROWN
	Name:  Stephen R. Brown Title:    Chief Financial Officer
DELAWARE STATE EMPLOYEES’ RETIREMENT FUND By: Pecks Management Partners Ltd., its investment advisor
By:	/S/    ROBERT J. CRESCI
	Name:  Robert J. Cresci Title:    Managing Director
DECLARATION OF TRUST FOR THE DEFINED BENEFIT PLANS OF ICI AMERICAN HOLDINGS INC. By: Pecks Management Partners Ltd., its investment advisor
By:	/S/    ROBERT J. CRESCI
	Name:  Robert J. Cresci Title:    Managing Director

DECLARATION OF TRUST FOR THE DEFINED BENEFIT PLANS OF ZENECA HOLDINGS INC. By: Pecks Management Partners Ltd., its investment advisor
By:	/S/    ROBERT J. CRESCI
	Name:  Robert J. Cresci Title:    Managing Director

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EX-99.2

Exhibit 2

STOCK EXCHANGE AGREEMENT

This Stock Exchange Agreement (this “Agreement”) is entered into as of the 18th day of September, 2003, by and between Phil Roman (“Roman”), an individual, IDT Media, Inc., a Delaware corporation (“IDT Media”), IDT Corporation, a Delaware corporation (“IDT”) and, solely for the purpose of Section 2.4, Film Roman, Inc., a Delaware corporation (the “Company”).

WHEREAS, Roman owns 3,028,650 shares of common stock, par value $0.01 per share, of the Company (the “Transferred Shares”); and

WHEREAS, IDT Media wishes to exchange the Transferred Shares for 51,160 shares of IDT Class B Common Stock, par value $0.01 per share (the “IDT Shares”), on the terms and subject to the conditions hereinafter set forth; and

WHEREAS, Roman owns certain options to purchase shares of common stock, par value $0.01 per share, of the Company, including those listed on Schedule 1 hereto (all options owned by Roman, the “Options”); and

WHEREAS, the Company and Roman wish to cancel the Options on the terms and subject to the conditions hereinafter set forth.

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

ARTICLE I

Definitions

1.1    General Defined Terms.    As used herein, the following terms shall each have the meaning indicated:

“Business Day” means any day other than a Saturday, Sunday or statutory holiday in the State of New York.

“Encumbrances” means mortgages, charges, pledges, security interests, liens, encumbrances, actions, claims, demands, and equities of any nature whatsoever and howsoever arising and any rights or privileges capable of becoming any of the foregoing.

“Governmental Authority” means any agency, department, court or any other administrative, legislative or regulatory authority of any foreign, federal, state or local governmental body.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Authority.

ARTICLE II

Exchange; Registration; Option Cancellation; Deliveries

2.1    Exchange of Transferred Shares.    On and subject to the terms and conditions of this Agreement, IDT Media and Roman shall exchange the Transferred Shares for the IDT Shares. Roman shall transfer, convey, and deliver to IDT Media the Transferred Shares free and clear of all Encumbrances, as provided in Section 2.5 hereof. IDT Media shall deliver the IDT Shares to Roman, free and clear of all Encumbrances, as provided in Section 2.5 hereof.

2.2    Closing.    Subject to Section 8.1, the closing (the “Closing”) of the exchange of the Transferred Shares hereunder shall take place no later than seven (7) Business Days following the approval of the issuance of the IDT Shares by the Board of Directors of IDT, or at such earlier time as the parties may mutually agree (such date, the “Closing Date”). Notwithstanding the foregoing, if, on the Closing Date, any condition specified in Section 2.5 with respect to the Closing has not been satisfied (and shall not be satisfied by the delivery of documents or tender of the Transferred Shares or IDT Shares at such Closing) or waived by IDT Media or Roman, as the case may be, then, subject to Section 8.1, the date for the Closing shall be extended to any date specified by IDT Media to Roman, or by Roman to IDT Media, with not less than five (5) Business Days’ prior written notice (subject to IDT Media’s and Roman’s respective conditions to the Closing being satisfied or waived on such specified date).

2.3    Registration.

(a)    IDT shall prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”) covering the resale of the IDT Shares by Roman and shall use its best efforts to cause such registration statement to become effective on or before November 30, 2003, and remain effective as provided in Section 2.3(e); provided, that Roman shall not be entitled to have the IDT Shares held by it covered by such registration statement unless such Roman has provided IDT with the information required under Section 2.3(i) hereof.

(b)    IDT shall furnish to Roman, promptly after such registration statement is filed with the SEC, such numbers of copies of the registration statement and any amendment or post-effective amendment thereto (in each case including all exhibits and the prospectus) and any other prospectus filed under Rule 424 under the Securities Act as Roman may reasonably request.

(c)    Subject to Section 2.3(d) below, IDT shall prepare and file such amendments (including post-effective amendments) and supplements to any registration statement filed under this Section 2.3 and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement, or to

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name the Roman as a selling stockholder, until all of such securities have been disposed of by Roman.

(d)    Notwithstanding anything to the contrary herein, any registration effected pursuant to this Section 2.3 shall not be required to be effective on and after the first date on which Roman can publicly sell all of the IDT Shares pursuant to any provision of Rule 144 under the Securities Act. In such event, IDT covenants that it will, so long as Roman holds IDT Shares, file in a timely manner and make and keep available all reports and other documents required by the Securities Exchange Act of 1934, as amended.

(e)    If IDT determines in good faith that (i) sales of securities pursuant to any registration statement would have an adverse effect on IDT or its stockholders in relation to any financing or any material acquisition or other material corporate transaction or (ii) sales of securities pursuant to the registration statement would require disclosure of information IDT reasonably believes should remain confidential at such time for a valid business purpose, in each case as evidenced by a certificate signed by IDT’s Chief Executive Officer, IDT shall be entitled to suspend all sales under the registration statement and prospectuses related thereto for a reasonable period of time but not to exceed 90 days (a “Blackout Period”) after the date of the delivery of such certificate suspending sales; provided, that IDT’s exercise of its rights under this Section 2.3(f) shall not result in Blackout Periods for more than 180 days in any 365 day period and (ii) shall not result in Blackout Periods that are separated by less than 30 days. IDT shall promptly notify Roman of the expiration or earlier termination of any Blackout Period. Roman acknowledges the foregoing and agrees to abide by any such suspension of sales by IDT.

(f)    IDT shall promptly notify Roman in the manner prescribed in Section 7.7 of the happening of any event, of which IDT has knowledge, as a result of which the prospectus included in a registration statement effected pursuant to this Section 2.3, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall promptly prepare a supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to Roman as Roman may reasonably require.

(g)    IDT shall cause the listing and continuation of listing of the IDT Shares on the New York Stock Exchange or, if the IDT Class B common stock is not listed on the New York State Exchange, such other principal exchange or automated quotation system on which the IDT Class B common stock trades.

(h)    Upon the request of Roman, IDT shall enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to facilitate the disposition of such IDT Shares.

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(i)    Roman shall furnish IDT, at least 10 days prior to the filing of the registration statement, the information required in the Questionnaire attached as Annex A hereto, and shall update such information from time to time thereafter, and all other information as is reasonably required by IDT to effect the registration of the resale of the IDT Shares held by such Roman, all of which information shall be true, accurate, complete and not materially misleading.

(j)    All expenses incurred in connection with registrations, filings, qualifications and other obligations of IDT pursuant to this Section 2.3 (excluding any underwriters’ and brokers’ discounts and commissions) shall be borne by IDT.

2.4    Option Cancellation.    At the Closing, the Company and Roman shall enter into an Option Cancellation Agreement in the form attached as Annex B hereto (the “Option Cancellation Agreement”) pursuant to which all Roman’s Options shall be cancelled on the terms and conditions set forth therein.

2.5    The Parties’ Deliveries.

(a)    The obligation of IDT Media to perform its obligations under this Agreement shall be subject to the satisfaction of, or waiver by IDT Media of, the following conditions precedent on or before the Closing; provided, that the waiver by IDT Media of any condition set forth in this Section 2.5(a) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by Roman, except to the extent expressly so waived:

(i)    The representations and warranties of Roman contained herein shall be true and correct in all respects at and as of the date hereof and the Closing Date (except for representations and warranties made as to a specific date, which representations and warranties shall be true and correct at and as of such date); and

(ii)    Roman and the Company shall have entered into the Option Cancellation Agreement; and

(iii)    Roman shall have executed, acknowledged and delivered (if appropriate), or cause to be executed, acknowledged and delivered (if appropriate), as the case may be, to IDT Media: (A) any and all certificates for the Transferred Shares duly endorsed by Roman; and (B) such other instruments of sale, transfer, conveyance, and assignment as IDT Media and its counsel reasonably may request.

(b)    The obligation of Roman to perform his obligations under this Agreement shall be subject to the satisfaction of, or waiver by Roman of, the following conditions precedent on or before the Closing; provided, that the waiver by Roman of any condition set forth in this Section 2.5(b) shall not be deemed a waiver of any breach of any

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representation, warranty, agreement, term or covenant or of any misrepresentation by IDT Media or IDT, except to the extent expressly so waived:

(i)    the representations and warranties of IDT Media and IDT contained herein shall be true and correct in all respects at and as of the date hereof and the Closing Date (except for representations and warranties made as to a specific date, which representations and warranties shall be true and correct at and as of such date); and

(ii)    IDT shall have executed, acknowledged and delivered (if appropriate), or cause to be executed, acknowledged and delivered (if appropriate), as the case may be, to Roman stock certificates representing the IDT Shares containing a restrictive legend.

ARTICLE III

Representations and Warranties of Roman

Roman hereby represents and warrants to IDT Media and IDT that the statements contained in this ARTICLE III are true, correct and complete.

3.1    Authorization of Transaction.    Roman has full power and authority to execute and deliver this Agreement and each other agreement or instrument to be delivered by it hereunder (the “Roman Related Agreements”), and to perform his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Assuming due and valid authorization, execution and delivery of this Agreement and each Roman Related Agreement by the other parties thereto (if any), this Agreement and the Roman Related Agreements constitute the valid and legally binding obligations of Roman, enforceable against Roman in accordance with their respective terms and conditions, except as such except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.2    Noncontravention.    Neither the execution and the delivery of this Agreement or the Roman Related Agreements, nor the consummation of the transactions contemplated hereby and thereby, will:

(a)    violate any statute, law, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which Roman is subject; or

(b)    require any notice or consent under, any agreement to which Roman is a party or by which it is bound or to which the Transferred Shares are or may be bound or affected (or result in the imposition of any Encumbrance upon any of the Transferred Shares).

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3.3    Governmental Consents.    Roman is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order for the parties to execute, deliver or consummate the transactions contemplated by this Agreement or the Roman Related Agreements.

3.4    Brokers’ Fees.    Roman has no liability or obligation to pay any fees or commissions whatsoever to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which IDT Media could become liable or obligated.

3.5    Title to Transferred Shares.    Roman is the record and beneficial owner of the Transferred Shares and has good, valid and marketable title to the Transferred Shares, free and clear of all Encumbrances.

3.6    Accredited Investor.    Roman is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act because he is (a) a natural person whose “net worth,” either individually or jointly with his spouse, at the time of his purchase, exceeds $1,000,000; and/or (b) a natural person who had “individual income” in excess of $200,000, or joint income with that his spouse in excess of $300,000, in each of the last two calendar years and reasonably expects to reach the same income level in the current calendar year.

For purposes of this Section 3.6, (x) “net worth” means the excess of total assets at fair market value, including home and personal property, over total liabilities, including all home mortgages and (y) “individual income” means adjusted gross income as reported for federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse): (A) the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code (the “Code”), (B) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (C) any deduction claimed for depletion under Section 611 et seq. of the Code, (D) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Code and (E) the amount of any alimony, or contributions to IRAs, 401(k) plans or Keogh plans.

3.7    IDT Shares.    Roman is acquiring the IDT Shares for investment purposes for his account only and not for the account of any other person or entity. Roman is not acquiring the IDT Shares with a view to resell, distribute, subdivide or otherwise transfer such IDT Shares to any other person or entity, other than in accordance with the Securities Act and applicable state securities laws. Roman acknowledges that (a) he is able to bear the economic risk related to its ownership of the IDT Shares (b) he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of such investment in the IDT Shares and (c) had the opportunity to ask questions and receive answers and to obtain such other information Roman desired in order to evaluate the merits and the risks of the offering of IDT Shares and the ownership thereof.

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ARTICLE IV

Representations and Warranties of IDT Media

IDT Media hereby represents and warrants to Roman that the statements contained in this ARTICLE IV are correct and complete.

4.1    Organization of IDT Media.    IDT Media is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

4.2    Authorization of Transaction.    IDT Media has full power and authority to execute and deliver this Agreement and each other agreement or instrument to be delivered by it hereunder (the “IDT Media Related Agreements”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and IDT Media Related Agreements and the consummation of the transactions thereby have been duly authorized by all requisite corporate action. This Agreement and each IDT Media Related Agreement has been duly executed and delivered by a duly authorized officer on behalf of IDT Media and, assuming due and valid authorization, execution and delivery of this Agreement and each IDT Media Related Agreement by the other parties thereto, constitute the valid and legally binding obligations of IDT Media, enforceable against IDT Media in accordance with their respective terms and conditions, except as such except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.3    Noncontravention.    Neither the execution and the delivery of this Agreement or the IDT Media Related Agreements nor the consummation of the transactions contemplated hereby will violate any (i) law, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which IDT Media is subject or (ii) provision of the certificate of incorporation or bylaws of IDT Media.

4.4    Governmental Consents.    IDT Media is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order for the parties to execute, deliver or consummate the transactions contemplated by this Agreement or IDT Media Related Agreements.

4.5    Brokers’ Fees.    IDT Media has no liability or obligation to pay any fees or commissions whatsoever to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which any Roman could become liable or obligated.

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4.6    Transferred Shares.    IDT Media is acquiring the Transferred Shares for investment purposes only for its own account and not for the account of any other person or entity. IDT Media is not acquiring the Transferred Shares with a view to resell, distribute, subdivide or otherwise transfer the Transferred Shares to any other person or entity other than in accordance with the Securities Act and applicable state securities laws.

ARTICLE V

Representations and Warranties of IDT

IDT hereby represents and warrants to Roman that the statements contained in this ARTICLE V are correct and complete.

5.1    Organization of IDT.    IDT is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted.

5.2    Authorization of Transaction.    IDT has full power and authority to execute and deliver this Agreement and each other agreement or instrument to be delivered by it hereunder (the “IDT Related Agreements”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the IDT Related Agreements and the consummation of the transactions thereby have been duly authorized by all requisite corporate action. This Agreement and each IDT Related Agreement has been duly executed and delivered by a duly authorized officer on behalf of IDT and, assuming due and valid authorization, execution and delivery of this Agreement and each IDT Related Agreement by the other parties thereto, constitute the valid and legally binding obligations of IDT, enforceable against IDT in accordance with their respective terms and conditions, except as such except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.3    Noncontravention.    Neither the execution and the delivery of this Agreement or the IDT Related Agreements nor the consummation of the transactions contemplated hereby will violate any (i) law, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which IDT is subject or (ii) provision of the certificate of incorporation or bylaws of IDT.

5.4    Governmental Consents.    IDT is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order for the parties to execute, deliver or consummate the transactions contemplated by this Agreement or the IDT Related Agreements.

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5.5    IDT Shares.    The IDT Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly authorized, validly issued, free and clear of all Encumbrances, fully paid and non-assessable, and, based in part upon the representations of Roman in this Agreement, will be issued in compliance with all U.S. federal and state securities laws. The holder of the IDT Shares will be entitled to vote on matters submitted to the approval of the holders of the Class B Common Stock of IDT as set forth in IDT’s Certificate of Incorporation as in effect from time to time.

ARTICLE VI

Covenants of the Parties

6.1    Restricted Stock.    Roman acknowledges and agrees that, until their registration, the IDT Shares will not be registered under the Securities Act or any state securities laws and therefore may not be resold without registration, or exemption therefrom, under the Securities Act and any applicable state securities laws.

6.2    Further Assurances.    Subject to the terms and conditions of this Agreement, each party hereto will use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws to consummate or implement expeditiously the intent of the parties hereto, namely, without limiting the generality of the foregoing, to transfer the Transferred Shares to IDT Media and to transfer the IDT Shares to Roman, in each case, free and clear of any Encumbrances.

ARTICLE VII

Indemnification

7.1    Indemnification in Connection with Registration of the IDT Shares.

(a)    In the event of any registration of any IDT Shares under the Securities Act pursuant to this Agreement, IDT shall indemnify and hold harmless Roman and each other person (including each underwriter) who participated in the offering of such IDT Shares and each other person, if any, who controls Roman or such participating person within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which Roman or any such or participating person or controlling person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (ii) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse

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Roman or such director, officer or participating person or controlling person for any legal or any other expenses reasonably incurred by Roman or such director, officer or participating person or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that IDT shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any actual or alleged untrue statement or actual or alleged omission made in such registration statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to IDT by Roman specifically for use therein or so furnished for such purposes by any underwriter. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Roman or such director, officer or participating person or controlling person, and shall survive the transfer of such securities by Roman.

(b)    Roman agrees to indemnify and hold harmless IDT, its directors and officers and each other person, if any, who controls IDT within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which IDT or any such director or officer or any such person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon information in writing provided to IDT by Roman specifically for use in, and contained in, on the effective date thereof, any registration statement under which securities were registered under the Securities Act pursuant to this Agreement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto. Notwithstanding the provisions of this paragraph (b) or paragraph (c) below, Roman shall not be required to indemnify any Person pursuant to this Section 7.1 or to contribute pursuant to paragraph (c) below in an amount in excess of the amount of the aggregate net proceeds received by Roman in connection with any such registration under the Securities Act.

(c)    If the indemnification provided for in this Section 7.1 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal

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or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.1(c) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

7.2    General Indemnification.

(a)    Indemnification by Roman.    Subject to written notice of such claim for indemnification being given to Roman within the appropriate survival period referred to in Section 7.3, to the extent applicable, Roman shall indemnify, defend and hold harmless IDT Media, its affiliates and their respective directors, officers, employees or representatives, from and against any and all claims, costs, expenses, damages, liabilities or losses (including, without limitation, from and against any judgment, settlement, attorneys’ fees and other reasonable out-of-pocket costs or expenses incurred in connection with the defense of any action or threatened action or proceeding) (collectively, “Claims”) to the extent relating to or arising out of any breach of any representation, warranty, covenant or agreement of Roman contained in this Agreement.

(b)    Indemnification by IDT Media.    Subject to written notice of such claim for indemnification being delivered to IDT Media within the appropriate survival period set forth in Section 7.3, to the extent applicable, IDT Media agrees to indemnify, defend and hold Roman harmless from and against any and all Claims to the extent relating to or arising out of any breach of any representation, warranty, covenant or agreement of IDT Media contained in this Agreement.

(c)    Third Party Claims.    Promptly after the receipt by Roman or IDT Media of notice of any claim, action, suit or proceeding by any person or entity who is not a party to this Agreement (collectively, an “Action”) which is subject to indemnification hereunder, such party (the “Indemnified Party”) shall give written notice of such Action to the party from whom indemnification is claimed (the “Indemnifying Party”). The Indemnified Party’s failure to so notify the Indemnifying Party of any such matter shall not release the Indemnifying Party, in whole or in part, from its obligations to indemnify under this Section 7.2, except to the extent the Indemnified Party’s failure to so notify actually prejudices the Indemnifying Party’s ability to defend against such Action. The Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) admit in writing to the Indemnified Party, the Indemnifying Party’s liability to the Indemnified Party for all or a significant portion of such Action under the terms of this Section 7.2; (ii) notify the Indemnified Party in

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writing of the Indemnifying Party’s intention to assume the defense thereof; and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Action, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of the Indemnified Party unless (A) the Indemnifying Party has agreed to pay such fees and expenses, (B) any relief other than the payment of money damages is sought against the Indemnified Party or (C) the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such case the fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party. No Indemnifying Party shall, without the written consent of the Indemnified Party, settle or compromise or consent to entry of any judgment with respect to any such Action in which any relief is sought against any Indemnified Party unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified Party of a release from all liability with respect to such Action.

7.3    Survival.    The representations and warranties of Roman, IDT Media and IDT contained in Article III, Article IV and Article V, respectively, shall survive until such date that is one year from the date hereof; provided, that the representations as to title and valid issuance contained in Section 3.5 and Section 5.5, respectively, and the representations as to broker’s fees contained in each of Section 3.4 and Section 4.5 shall survive indefinitely.

ARTICLE VIII

Miscellaneous

8.1    Termination.    This Agreement may be terminated at any time prior to the Closing: (i) by mutual written consent of the parties hereto; and (ii) by either party if the Closing shall have not been consummated on or before October 31, 2003.

8.2    No Third-Party Beneficiaries.    Except as otherwise set forth in Section 7.4 hereof, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns.

8.3    Entire Agreement.    This Agreement (including the documents referred to herein) constitutes the entire agreement between the parties hereto and supersedes any

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prior understandings, agreements, or representations by or between the parties hereto, written or oral, to the extent they are related in any way to the subject matter hereof.

8.4    Succession and Assignment.    This Agreement shall be binding upon and inure to the benefit of the parties hereto named herein and their respective successors and permitted assigns. Roman may not assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of IDT Media. IDT Media may assign its rights and obligations hereunder to an affiliate without the consent of the Roman.

8.5    Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

8.6    Headings.    The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

8.7    Notices.    Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed to have been given if delivered or sent by facsimile transmission, upon receipt, if by hand delivery, upon receipt, if sent by nationally recognized overnight courier service, one day after deposit with such, or if sent by registered or certified mail, upon the sooner of the date on which receipt is acknowledged or the expiration of three days after deposit in United States post office facilities properly addressed with postage prepaid. All notices to a party will be sent to the addresses set forth below or to such other address or person as such party may designate by notice to each other party hereunder:

If to Roman:	Mr. Phil Roman 4450 Lakeside Drive, Suite 250 Burbank, CA 91505 Tel: (818) 985-1200 Fax: (818) 985-2668
With a copy to:	Jeffry D. Lewis, Esq. Reish, Luftman & Reicher 11755 Wilshire Blvd., 10th Floor Los Angeles, CA 90025 Fax: (310) 478-5831
If to IDT Media:	IDT Media, Inc. c/o IDT Corporation 520 Broad Street Newark, New Jersey Attn: Morris Berger Fax: (973) 438-1424

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With a copy to:	McDermott, Will & Emery
	50 Rockefeller Plaza
	New York, New York 10020-1605
	Attn: Mark S. Selinger, Esq.
	Fax: (212) 547-5444
If to IDT:	IDT Corporation
	520 Broad Street
	Newark, New Jersey
	Attn: Stephen Brown
	Fax: (973) 438-1424
With a copy to:	McDermott, Will & Emery
	50 Rockefeller Plaza
	New York, New York 10020-1605
	Attn: Mark S. Selinger, Esq.
	Fax: (212) 547-5444
If to the Company:	Film Roman, Inc.
	12020 Chandler Boulevard, Suite 200
	North Hollywood, CA 91607
	Attn: Chief Executive Officer
	Facsimile: 818-985-2973
With a copy to:	Dixon Q. Dern, Esq.
	1901 Avenue of the Stars, Suite 400
	Los Angeles, CA 90067
	Facsimile: 310-557-2224
With a copy to:	Katten, Muchin, Zavis, Rosenman
	2029 Century Park East
	Suite 2600
	Los Angeles, California 90067
	Attn: John J. Molloy, III, Esq.
	Facsimile: 310-788-4471

or to such other address or addresses as any party hereto may designate to the other by like notice as hereinabove set forth.

8.8    GOVERNING LAW.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE

14

APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

8.9    Submission to Jurisdiction.    The parties hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement may be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submit to such jurisdiction for such purpose. The parties hereby irrevocably waive any objection to such jurisdiction or inconvenient forum. Any such process or summons to be served upon any party hereto (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8.6 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction.

8.10    Amendments and Waivers.    No amendment or waiver of any provision of this Agreement shall be valid unless the same shall be in writing and signed by IDT Media, IDT and Roman. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

8.11    Severability.    Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

8.12    Expenses.    Except as otherwise provided herein, each of the parties hereto will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

8.13    Construction.    The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation.

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[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

IDT MEDIA, INC.
By:	/S/    STEPHEN R. BROWN
	Name:  Stephen R. Brown Title:    Chairman of the Board

IDT CORPORATION
By:	/S/    STEPHEN R. BROWN
	Name:  Stephen R. Brown Title:    Chief Financial Officer

/S/    PHIL ROMAN

    PHIL ROMAN

FILM ROMAN, INC.
By:	/S/    JOHN HYDE
	Name:  John Hyde Title:    Chief Executive Officer

Schedule 1

Options

Option to purchase 25,000 shares of common stock, par value $0.01 per share of the Company, at an exercise price of $0.72 per share, pursuant to that certain option agreement, dated March 26, 2001, between the Company and Roman.

EX-99.3

Exhibit 3

Joint Filing Agreement

Each of the undersigned hereby agrees that the Schedule 13D/A filed herewith is filed jointly on behalf of each of them pursuant to rule 13d-1(k) under the Act.

Signature

After reasonable inquiry and to the best of all the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: September 29, 2003

DIGITAL PRODUCTION SOLUTIONS, INC.
By:	/s/    Morris Berger
Name: Morris Berger
Title: President
IDT MEDIA, INC.
By:	/s/ Mitchell Burg
Name: Mitchell Burg
Title: Chief Executive Officer
IDT CORPORATION
By:	/s/ James A. Courter
Name: James A. Courter
Title: Chief Executive Officer, Vice           Chairman of the Board and Director
/s/    Howard S. Jonas
Howard S. Jonas