SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

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. Digital Production Solutions, Inc. c/o IDT Corporation 520 Broad Street Newark, NJ 07102 Tel.: (973) 438-1000	McDermott, Will & Emery 50 Rockefeller Plaza New York, NY 10020 Attn: Mark Selinger, Esq. Tel. (212) 547-5400

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

October 30, 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         WC
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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER         -0-   8    SHARED VOTING POWER         16,009,712   9    SOLE DISPOSITIVE POWER         -0- 10    SHARED DISPOSITIVE POWER         16,009,712

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     16,009,712
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       65.11%
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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER         -0-   8    SHARED VOTING POWER         21,140,533   9    SOLE DISPOSITIVE POWER         -0- 10    SHARED DISPOSITIVE POWER         21,140,533

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       21,140,533
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       85.98%
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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER          -0-   8    SHARED VOTING POWER          21,140,533   9    SOLE DISPOSITIVE POWER          -0- 10    SHARED DISPOSITIVE POWER          21,140,533

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         21,140,533
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)         85.98%
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         Unites States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER          -0-   8    SHARED VOTING POWER          21,140,533   9    SOLE DISPOSITIVE POWER          -0- 10    SHARED DISPOSITIVE POWER          21,140,533

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         21,140,533
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)         85.98%
14	TYPE OF REPORTING PERSON         IN

SCHEDULE 13D

Item 1. Security and Issuer

This Amendment No. 2 (this “Amendment”) amends the Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on May 22, 2003, as amended on September 30, 2003 (the “Schedule 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. This Amendment (i) amends and restates the text of Item 2 of the Schedule 13D, (ii) supplements to the text of Item 3 and Item 4 of the Schedule 13D, (iii) amends and restates the text of Item 5 of the Schedule 13D, and (iv) supplements to the text of Item 6 and Item 7 of the Schedule 13D.

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 multinational communications company that provides services and products to retail and wholesale customers worldwide, including prepaid debit and rechargeable calling cards, wholesale telecommunications services and consumer phone services. 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 Amendment, 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 1,068,200 shares of Common Stock of the Issuer for an aggregate purchase price of $320,460, paid in the form of 17,566 shares of IDT Class B Common Stock.

As of the date hereof, the outstanding balance under that certain loan agreement between Film Roman and DPS dated May 22, 2003 (the “Loan Agreement”), which is incorporated in this Amendment by reference to the Schedule 13D, is $500,000. The outstanding balance under the Loan Agreement is convertible, in DPS’s sole discretion, into 5,555,555 newly issued shares of Common Stock of the Issuer. The source of funds provided by DPS to Film Roman under the Loan Agreement is working capital.

Item 4. Purpose of Transaction

The following transactions are reflected in this Amendment:

(i) On October 15, 2003, IDT Media acquired 187,900 shares of Common Stock of the Issuer pursuant to a Stock Purchase Agreement dated October 8, 2003, between James A. McNamara, Lana McNamara, IDT Media and IDT (the “ McNamara Stock Purchase Agreement”). A copy of the McNamara Stock Purchase Agreement is filed as Exhibit 1 hereto and is incorporated in this Item 4 by reference. The purchase price for the shares was $56,370, paid in the form of 3,116 shares of IDT Class B Common Stock.

(ii) On October 30, 2003 IDT Media acquired 627,800 shares of Common Stock of the Issuer pursuant to a Stock Purchase Agreement dated October 17, 2003, between Lagunitas Partners, LP, Gruber & McBaine International, J. Patterson McBaine, IDT Media and IDT (the “McBaine Stock Purchase Agreement”). A copy of the McBaine Stock Purchase Agreement is filed as Exhibit 2 hereto and is incorporated in this Item 4 by reference. The purchase price for the shares was $188,340, paid in the form of 10,265 shares of IDT Class B Common Stock.

(iii) On November 4, 2003, IDT Media acquired 252,500 shares of Common Stock of the Issuer pursuant to a Stock Purchase Agreement dated October 13, 2003, between Barry E. Silbert, IDT Media and IDT (the “Silbert Stock Purchase Agreement”). A copy of the Silbert Stock Purchase Agreement is filed as Exhibit 3 hereto and is incorporated in this Item 4 by reference. The purchase price for the shares was $75,750, paid in the form of 4,185 shares of IDT Class B Common Stock.

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(iv) As of the date hereof, the outstanding balance under the Loan Agreement is $500,000, convertible, in DPS’s sole discretion, into 5,555,555 newly issued shares of Common Stock of the Issuer.

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 the 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, 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 the 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 to convert the outstanding balance of $500,000 into 5,555,555 newly issued shares of the Issuer’s Common Stock. Accordingly, DPS may be deemed the direct beneficial owner of 16,009,712 shares of the Issuer’s Common Stock, representing 65.11% of its outstanding Common Stock.¹

IDT Media directly beneficially owns 5,130,821 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 16,009,712 shares of the Issuer’s common stock, and the owner of 21,140,533 shares of the Issuer’s Common Stock in total, representing 85.98% of the Issuer’s outstanding Common Stock.

IDT does not directly own any shares of Issuer. IDT is the majority shareholder of IDT Media, and as such may be deemed the indirect beneficial owner of 21,140,533 shares of the Issuer’s Common Stock representing 85.98% shares of its outstanding Common Stock.

¹ The percentages listed in this Item 5 are based on the Issuer having a total of 24,587,402 shares of Common Stock outstanding after the conversion of the outstanding balance under the Loan Agreement into 5,555,555 newly issued shares of Common Stock of the Issuer.

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Howard S. Jonas does not directly own any shares of Issuer. As of October 24, 2003, Mr. Jonas beneficially owned 9,816,988 shares of Class A Common Stock of IDT, 6150,156 shares of Class B Common Stock of IDT and 1,826,182 shares of Common Stock of IDT, representing approximately 56.3% of the combined voting power of IDT. Mr. Jonas may be deemed the indirect beneficial owner of 21,140,533 shares of the Issuer’s Common Stock representing 85.98% of its outstanding Common Stock.

(b) IDT Media has the power to vote and dispose of 5,130,821 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 of 16,009,712 shares of the Issuer’s Common Stock and to have the power to vote and dispose of a total of 21,140,533 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 of 21,140,533 shares of the Issuer’s Common Stock.

By virtue of his ownership of shares of IDT representing approximately 56.3% 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 of 21,140,533 shares of the Issuer’s Common Stock.

(c) Except as described in this Amendment and in the Schedule 13D, no transactions in the Common Stock of the Issuer have been effected by the Reporting Persons, nor to the best knowledge of the Reporting Persons, by the persons listed on Schedule 1 to this Amendment, 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 October 8, 2003, between James A. McNamara, Lana McNamara, IDT Media and IDT.

Exhibit 2 Stock Purchase Agreement dated October 17, 2003, between Lagunitas Partners, LP, Gruber & McBaine International, J. Patterson McBaine, IDT Media and IDT.

Exhibit 3 Stock Purchase Agreement dated October 13, 2003, between Barry E. Silbert, IDT Media and IDT.

Exhibit 4 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/A is true, complete and correct.

Dated: November 10, 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/ Stephen R. Brown
Name:	Stephen R. Brown
Title:	Chief Financial Officer
/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	President and Chief Operating Officer of IDT Media, Inc.	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 Teaneck-Hackensack Campus 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	Center for Global Food Issues P.O. Box 202 Churchville, VA 24421 - 0202
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	c/o IDT 520 Broad Street Newark, NJ 07102
Michael J. Levitt	Director	Chairman of Stone Tower Capital LLC	c/o IDT 520 Broad Street Newark, NJ 07102
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 1445 120th NE Bellevue, WA 98005
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 LLP and former Governor of Virginia	Kelley Drye & Warren LLP 1200 19th Street, N.W., Suite 500 Washington, DC 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 and Director	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 Operation Officer	President and Chief Operation Officer. Director of IDT	c/o IDT 520 Broad Street Newark, NJ 07102
Jerrold Rapaport	Executive Vice President, Strategic Planning and Secretary	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 of Animation Division	Executive Vice President, Marketing	c/o IDT 520 Broad Street Newark, NJ 07102
Trang Nguyen	Chief Operating Officer of Talk America	Chief Operating Officer of Talk America	c/o IDT 520 Broad Street Newark, NJ 07102
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 Jerusalem Fund of Aish HaTorah 156 West 56th Street Suite 1201 New York, NY 10019

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Roberto Muller	Director	President and Chief Executive Officer of the Muller Sports Group. Prior president of Reebok International. Founder of PONY Sports & Leisure	The Muller Sports Group 16 School Street Rye, NY 10580
Harvey Schiller	Director	President & CEO Assante U.S. Former VP, Sports Programming, Turner Broadcasting System. Former President of Turner Sports, Inc., a division of Time Warner.	Assante U.S. 280 Park Avenue, East Building, 5th Floor New York, NY 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 Hoover Institution. Former Governor of California. Former United States Senator. Former Mayor of San Diego.	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 of Animation Division, 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 8^thday of October, 2003, by and between James M. McNamara, an individual, Lana McNamara, an individual, (collectively the “Sellers” and each a “Seller”), IDT Media, Inc., a Delaware corporation (“Buyer”) and IDT Corporation, a Delaware corporation (“IDT”).

WHEREAS, Sellers jointly own 187,900 shares of common stock (“Common Stock”), par value $0.01 per share (the “Purchased Shares”), of Film Roman, Inc. (the “Company”); 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 Sellers, and Sellers 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 $56,370 (representing a purchase price per share of $0.30). 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 Sellers, free and clear of all Encumbrances, as provided in Section 2.5 hereof. The number of IDT Shares payable by Buyer to Sellers at the Closing shall be equal to (a) the Purchase Price, 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 date of this Agreement (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 2.4(e); provided, that Sellers shall not be entitled to have the IDT Shares held by them covered by such registration statement unless Sellers have provided IDT with the information required under Section 2.4(i) hereof.

(b) IDT shall furnish to Sellers, 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 Sellers may reasonably request.

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(c) Subject to Section 2.4(d) below, IDT shall prepare and file such amendments (including post-effective amendments) and supplements to any registration statement filed under this Section 2.4 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 2.4 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 2.4(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 Sellers 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 Sellers 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 2.4, 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 each Seller as such Seller may reasonably require.

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(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) Sellers 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 Sellers, 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 2.4 (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 Sellers, except to the extent expressly so waived:

(i) The representations and warranties of Sellers 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.

(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 Sellers of, the following conditions precedent on or before the Closing;

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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 Sellers 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 Authorization of Transaction. Sellers have full power and authority to execute and deliver this Agreement and each other agreement or instrument to be delivered by them hereunder (the “Sellers Related Agreements”), and to perform their 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 Sellers Related Agreement by the other parties thereto (if any), this Agreement and the Sellers Related Agreements constitute the valid and legally binding obligations of Sellers, enforceable against Sellers 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 Sellers 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 Sellers are a party or by which they are 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).

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3.3 Governmental Consents. Sellers are 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 Sellers Related Agreements.

3.4 Brokers’ Fees. Sellers have 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. Sellers are the record and beneficial owner of the Purchased Shares and have good, valid and marketable title to the Purchased Shares, free and clear of all Encumbrances.

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

3.7 IDT Shares. Sellers are acquiring the IDT Shares for investment purposes for their account only and not for the account of any other person or entity. Sellers are 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. Sellers acknowledge that (a) they are able to bear the economic risk related to the ownership of the IDT Shares, (b) they have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of such investment in the IDT Shares, (c) they had the opportunity to ask questions and receive answers and to obtain such other information Sellers desired in order to evaluate the merits and the risks of the offering of IDT Shares and the ownership thereof, (d) they are not relying on any representations or warranties relating to the acquisition of the IDT Shares not set forth in this Agreement, and (e) IDT possesses non-public information about its business, operations and prospects that it has not disclosed to Sellers and Sellers hereby waive any claim against IDT with respect to such non-disclosure.

ARTICLE IV

Representations and Warranties of Buyer

Buyer hereby represents and warrants to Sellers 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.

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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. 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.

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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 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. Sellers acknowledge and agree 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.

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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 Sellers and each other person (including each underwriter) who participated in the offering of such IDT Shares and each other person, if any, who controls Sellers or such participating person within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which Sellers or any such 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 Sellers or such participating person or controlling person for any legal or any other expenses reasonably incurred by Sellers or such 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 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 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

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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, Sellers 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 Sellers 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 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

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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 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 Sellers 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 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

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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 Sellers, 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.

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

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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:	James A. McNamara c/o Golden Triangle Securities 3785 Via Nona Marie Carmel, CA 93923
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
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

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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 Sellers. 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.

[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/ Marc Knoller
	Name:    Marc Knoller
	Title:      Chief Operating Officer
IDT CORPORATION
By:	/s/ Marc Knoller
	Name:    Marc Knoller
	Title:      Senior Vice President
/s/ James A. McNamara
JAMES A. McNAMARA
/s/ Lana McNamara
LANA McNAMARA

EX-99.2

Exhibit 2

STOCK EXCHANGE AGREEMENT

This Stock Exchange Agreement (this “Agreement”) is entered into as of the 17^th day of October, 2003, by and between the shareholders signatory hereto (each a “Shareholder”, and collectively, the “Shareholders”), IDT Media, Inc., a Delaware corporation (“IDT Media”) and IDT Corporation, a Delaware corporation (“IDT”).

WHEREAS, The Shareholders own an aggregate of 627,800 shares of common stock, par value $0.01 per share of Film Roman, Inc. as set forth on Schedule 1 hereto (the “Transferred Shares”).

WHEREAS, IDT Media wishes to exchange the Transferred Shares in exchange for 10,265 shares of IDT Class B Common Stock, par value $0.01 per share (the “IDT Shares”) to be allocated as set forth on Schedule 1 hereto, 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; Deliveries

2.1 Exchange of Transferred Shares. On and subject to the terms and conditions of this Agreement, IDT Media and the Shareholders shall exchange the Transferred Shares for the IDT Shares. The Shareholders shall transfer, convey, and deliver to IDT Media the Transferred Shares free and clear of all Encumbrances, as provided in Section 2.4 hereof. IDT Media shall deliver the IDT Shares to each Shareholder free and clear of all Encumbrances, as provided in Section 2.4 hereof.

2.2 Closing. Subject to Section 8.1, the closing (the “Closing”) of the exchange of the Transferred Shares hereunder shall take place as soon as practicable after the date hereof (such date, the “Closing 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 the Shareholders and shall use its best efforts to cause such registration statement to become effective on or before December 31, 2003, and remain effective as provided in Section 2.3(e); provided, that a Shareholder shall not be entitled to have the IDT Shares held by it covered by such registration statement unless such Shareholder has provided IDT with the information required under Section 2.3(i) hereof.

(b) IDT shall furnish to Each Shareholder, 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 Shareholder 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 Shareholder as a selling stockholder, until all of such securities have been disposed of by such Shareholder.

(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 the Shareholders 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 any Shareholder 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.

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(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 Shareholder of the expiration or earlier termination of any Blackout Period. The Shareholders acknowledge the foregoing and agree to abide by any such suspension of sales by IDT.

(f) IDT shall promptly notify each Shareholder 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 each Shareholder as such Shareholder 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 Shareholders, 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 Shareholder 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 Shareholder, all of which information shall be true, accurate, complete and not materially misleading.

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(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 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 2.4(a) shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by any Shareholder, except to the extent expressly so waived:

(i) The representations and warranties of each Shareholder 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 Shareholder 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 any and all certificates for the Transferred Shares duly endorsed by such Shareholder.

(b) The obligation of each Shareholder to perform its obligations under this Agreement shall be subject to the satisfaction of, or waiver by such Shareholder of, the following conditions precedent on or before the Closing; provided, that the waiver by such Shareholder of any condition set forth in this Section 2.4(b) shall not be deemed a waiver of any breach of any 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 each Shareholder stock certificates representing such number of IDT Shares as specified in Schedule 2 containing the following restrictive legend.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE

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SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, ALIENATED OR OTHERWISE ASSIGNED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL FOR THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

ARTICLE III

Representations and Warranties of Shareholders

Each Shareholder 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. Each Shareholder has full power and authority to execute and deliver this Agreement and each other agreement or instrument to be delivered by it hereunder (the “Shareholder Related Agreements”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each Shareholder which is not a natural person 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. The execution, delivery and performance of this Agreement and the Shareholder Related Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized and executed by all requisite corporate action of each Shareholder which is not a natural person. Assuming due and valid authorization, execution and delivery of this Agreement and each Shareholder Related Agreement by the other parties thereto (if any), this Agreement and the Shareholder Related Agreements constitute the valid and legally binding obligations of each Shareholder, enforceable against such Shareholder in accordance with their respective terms and conditions, except as such 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 Shareholder 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 a Shareholder is subject; or

(b) require any notice or consent under, any agreement to which a Shareholder 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. No Shareholder is 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 Shareholder Related Agreements.

3.4 Brokers’ Fees. No Shareholder has any 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 the Transferred Shares. Each Shareholder is the record and beneficial owner of the Transferred Shares attributed to such shareholder on Schedule 2 hereto, and has good, valid and marketable title to the Transferred Shares, free and clear of all Encumbrances.

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

3.7 IDT Shares. Each Shareholder is acquiring the IDT Shares for investment purposes only, and not for the account of any other person or entity. No Shareholder is 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. Each Shareholder 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, (c) it has had the opportunity to ask questions and receive answers and to obtain such other information desired in order to evaluate the merits and the risks of the offering of IDT Shares and the ownership thereof, (d) it is not relying on any representations or warranties relating to the acquisition of the IDT shares not set forth in this Agreement, and (e) IDT possesses non-public information about its business, operations and prospects that it has not disclosed to Shareholders and each Shareholder, hereby waives any claims against IDT with respect to such non-disclosure.

ARTICLE IV

Representations and Warranties of IDT Media

IDT Media hereby represents and warrants to each Shareholder 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.

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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 contemplated hereby and 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. Assuming due and valid authorization, execution and delivery of this Agreement and the IDT Media Related Agreements by the other parties thereto, this Agreement and the IDT Media Related Agreements constitute the valid and legally binding obligation of IDT Media, enforceable against IDT Media in accordance with their respective terms and conditions, except as such 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 and thereby will (i) violate any 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) violate any 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 Shareholder could become liable or obligated.

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.

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ARTICLE V

Representations and Warranties of IDT

IDT hereby represents and warrants to each Shareholder 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 contemplated hereby and 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. Assuming due and valid authorization, execution and delivery of this Agreement and each IDT Related Agreement by the other parties thereto, this Agreement and the IDT Related Agreements constitute the valid and legally binding obligation of IDT, enforceable against IDT in accordance with their respective terms and conditions, except as such 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 (i) violate any law, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which IDT is subject or (ii) violate any 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 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 each Shareholder 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.

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5.6 S-3 Eligibility. As of the date hereof, IDT satisfies the eligibility requirements to utilize Form S-3 to register for resale the IDT Shares to be issued in connection with this Agreement. To the knowledge of IDT, no circumstances currently exist that could reasonably be expected to prevent IDT from registering the IDT Shares on Form S-3.

5.7 Benefits From This Agreement. IDT acknowledges that it is benefiting from this Agreement by having IDT Media, an affiliated entity, exchange the IDT Shares for the Transferred Shares, and as such, it has received due, valid and sufficient consideration for agreeing to register the IDT Shares and otherwise assuming the obligations provided herein.

ARTICLE VI

Covenants of the Parties

6.1 Restricted Stock. Each Shareholder 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 Each Shareholder as provided in Schedule 2 hereto, in each case, free and clear of any Encumbrances, and to register the IDT Shares for resale.

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 Shareholder 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 Shareholder or such participating person within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which Shareholder 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

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(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 Shareholder or such director, officer or participating person or controlling person for any legal or any other expenses reasonably incurred by such Shareholder 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 any Shareholder 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 Shareholder or such director, officer or participating person or controlling person, and shall survive the transfer of such securities by such Shareholder .

(b) Shareholders 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 Shareholder 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 Shareholder 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 Shareholder 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

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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 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 Shareholders. Subject to written notice of such claim for indemnification being given to any Shareholder within the appropriate survival period referred to in Section 7.3, such Shareholder shall indemnify, defend and hold harmless IDT Media, its directors, officers, employees and 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 Shareholders 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, IDT Media agrees to indemnify, defend and hold Shareholders 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) Indemnification by IDT. Subject to written notice of such claim for indemnification being delivered to IDT within the appropriate survival period set forth in Section 7.3 to the extent applicable, IDT agrees to indemnify, defend and hold Shareholders 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 contained in this Agreement.

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(d) Third Party Claims. Promptly after the receipt by any Shareholder, IDT Media or IDT 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 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 provisions of Article III, Article IV, Article V, Article VI and Article VII shall survive indefinitely.

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ARTICLE VIII

Miscellaneous

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

8.2 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.

8.3 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. No Shareholder may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of IDT Media. Neither IDT Media nor IDT may assign its rights and obligations hereunder to an affiliate without the consent of the Shareholders.

8.4 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.

8.5 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.

8.6 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 Shareholders:	c/o Gruber & McBaine Capital Management, LLC 50 Osgood Place, Penthouse San Francisco, California 94133 Fax: (415) 981-6434
With a copy to:	Shartsis, Friese & Ginsburg, LLP One Maritime Plaza, 18th Floor San Francisco, California 94111 Attn: Carolyn S. Reiser, Esq. Fax: (415) 421-2922

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If to IDT Media:	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
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

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

8.7 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.

8.8 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

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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.

8.9 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 Shareholder. 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.

8.10 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.

8.11 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.

8.12 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.

8.13 Attorneys’ Fees If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

[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 Brown
	Name:	Stephen Brown
	Title:	Co-Chairman of the Board and Treasurer
IDT CORPORATION
By:	/s/ Stephen Brown
	Name:	Stephen Brown
	Title:	Chief Financial Officer
LAGUNITAS PARTNERS LP
By:	GRUBER & MCBAINE CAPITAL MANAGEMENT, LLC, its general partner
By:	/s/ J. Patterson McBaine
	Name:	J. Patterson McBaine
	Title:	Managing Member
GRUBER & MCBAINE INTERNATIONAL
By:	GRUBER & MCBAINE CAPITAL MANAGEMENT, LLC, its general partner
By:	/s/ J. Patterson McBaine
	Name:	J. Patterson McBaine
	Title:	Managing Member
/s/ J. Patterson McBaine
J. Patterson McBaine

SCHEDULE 1

Name	Number of Transferred Shares	Number of IDT Shares
Lagunitas Partners LP	375,500	6,140
Gruber & McBaine International	142,300	2,327
J. Patterson McBaine	110,000	1,798
Total	627,800	10,265

EX-99.3

Exhibit 3

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of the 13th day of October, 2003, by and between Barry E. Silbert (“Silbert”), an individual, IDT Media, Inc., a Delaware corporation (“IDT Media”) and IDT Corporation, a Delaware corporation (“IDT”).

WHEREAS, Silbert owns 252,500 shares of common stock, par value $0.01 per share of Film Roman, Inc (the “Transferred Shares”); and

WHEREAS, IDT Media wishes to purchase the Transferred 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 Transferred Shares. On and subject to the terms and conditions of this Agreement, IDT Media shall purchase from Silbert, and Silbert shall sell, transfer, convey and deliver to IDT Media, free and clear of all encumbrances as provided in Section 2.5 hereof, the Transferred Shares for the consideration specified in Section 2.2 below.

2.2 Purchase Price. The purchase price for the Transferred Shares shall be $75,750 (the “Purchase Price”), representing a purchase price per share of $0.30. The Purchase Price shall be payable in 4,185 shares of IDT Class B Common Stock, par value $0.01 per share (the “IDT Shares”), which shall be delivered by IDT to Silbert, free and clear of all encumbrances, as provided in section 2.5 hereof.

2.3 Closing. Subject to Section 8.1, the closing (the “Closing”) of the purchase and sale of the Transferred Shares hereunder shall take place no later than 7 Business Days following the date of this Agreement, 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 Silbert, 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 Silbert, or by Silbert to IDT Media, with not less than five (5) Business Days’ prior written notice (subject to IDT Media’s and Silbert’s 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 Silbert and shall use its best efforts to cause such registration statement to become effective on or before December 31, 2003, and remain effective as provided in Section 2.4(e); provided, that Silbert shall not be entitled to have the IDT Shares held by it covered by such registration statement unless such Silbert has provided IDT with the information required under Section 2.4(i) hereof.

(b) IDT shall furnish to Silbert, 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 Silbert may reasonably request.

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(c) Subject to Section 2.4(d) below, IDT shall prepare and file such amendments (including post-effective amendments) and supplements to any registration statement filed under this Section 2.4 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 Silbert as a selling stockholder, until all of such securities have been disposed of by Silbert.

(d) Notwithstanding anything to the contrary herein, any registration effected pursuant to this Section 2.4 shall not be required to be effective on and after the first date on which Silbert 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 Silbert 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 2.4(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 Silbert of the expiration or earlier termination of any Blackout Period. Silbert acknowledges the foregoing and agrees to abide by any such suspension of sales by IDT.

(f) IDT shall promptly notify Silbert 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 2.4, 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 Silbert as Silbert may reasonably require.

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

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(h) Upon the request of Silbert, 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) Silbert 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 Silbert, 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 2.4 (excluding any underwriters’ and brokers’ discounts and commissions) shall be borne by IDT.

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 Silbert, except to the extent expressly so waived:

(i) The representations and warranties of Silbert 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) Silbert 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 Silbert; and (B) such other instruments of sale, transfer, conveyance, and assignment as IDT Media and its counsel reasonably may request.

(b) The obligation of Silbert to perform his obligations under this Agreement shall be subject to the satisfaction of, or waiver by Silbert of, the following conditions precedent on or before the Closing; provided, that the waiver by Silbert 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 IDT Media or IDT, except to the extent expressly so waived:

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(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 Silbert stock certificates representing the IDT Shares containing a restrictive legend.

ARTICLE III

Representations and Warranties of Silbert

Silbert 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. Silbert has full power and authority to execute and deliver this Agreement and each other agreement or instrument to be delivered by it hereunder (the “Silbert 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 Silbert Related Agreement by the other parties thereto (if any), this Agreement and the Silbert Related Agreements constitute the valid and legally binding obligations of Silbert, enforceable against Silbert 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 Silbert 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 Silbert is subject; or

(b) require any notice or consent under, any agreement to which Silbert 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).

3.3 Governmental Consents. Silbert 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 Silbert Related Agreements.

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3.4 Brokers’ Fees. Silbert 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. Silbert 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. Silbert 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. Silbert is acquiring the IDT Shares for investment purposes for his account only and not for the account of any other person or entity. Silbert 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. Silbert 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, (c) he had the opportunity to ask questions and receive answers and to obtain such other information Silbert desired in order to evaluate the merits and the risks of the offering of IDT Shares and the ownership thereof, (d) he is not relying on any representation or warranty relating to the acquisition of the IDT Shares not set forth in this Agreement, and (e) IDT possesses non-public information about its business, operations and prospects that it has not disclosed to Silbert and Silbert hereby waives any claim against IDT with respect to such non-disclosure.

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ARTICLE IV

Representations and Warranties of IDT Media

IDT Media hereby represents and warrants to Silbert 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.

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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 Silbert could become liable or obligated.

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 Silbert 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.

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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 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 Silbert 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. Silbert 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 Silbert, 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 Silbert and each other person (including each underwriter) who participated in the offering of such IDT Shares and each other person, if any, who controls Silbert or such participating person within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which Silbert 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

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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 Silbert or such director, officer or participating person or controlling person for any legal or any other expenses reasonably incurred by Silbert 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 Silbert 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 Silbert or such director, officer or participating person or controlling person, and shall survive the transfer of such securities by Silbert.

(b) Silbert 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 Silbert 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, Silbert 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 Silbert 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

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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 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 Silbert. Subject to written notice of such claim for indemnification being given to Silbert within the appropriate survival period referred to in Section 7.3, to the extent applicable, Silbert 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 Silbert 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 Silbert 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 Silbert 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

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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 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 Silbert, 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.

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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.

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. Silbert 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 Silbert.

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 Silbert:	Mr. Barry E. Silbert
	c/o Houlihan Lokey Howard & Zukin 685 Third Avenue 15th Floor New York, NY 10017 Tel: (212) 497-4164 Fax: (212) 661-3070
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

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.

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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 Silbert. 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.

[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/ Marc Knoller
	Name:	Marc Knoller
	Title:	Chief Operating Officer
IDT CORPORATION
By:	/s/ Marc Knoller
	Name:	Marc Knoller
	Title:	Senior Vice President
/s/ Barry E. Silbert
BARRY E. SILBERT

EX-99.4

Exhibit 4

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 Securities Exchange Act of 1934.

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: November 10, 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/ Stephen R. Brown
Name: Stephen R. Brown
Title: Chief Financial Officer
/s/    Howard S. Jonas
Howard S. Jonas