Exchange Agreement dated April 8, 2003



 Exhibit 10.68 
  
 EXCHANGE AGREEMENT 
  
 THIS EXCHANGE AGREEMENT, dated April 8, 2003 (this “Agreement”), is by and between IDT Corporation, a Delaware corporation (“IDT”),
and the holder of shares of common stock, par value $0.01 per share (the “Common Stock”), of IDT who is a party hereto (the “Holder”). 
  
 BACKGROUND 
  
 IDT’s common equity listed on the New York Stock Exchange consists of shares of Common Stock and shares of Class B Common Stock, par value $0.01 per
share (“Class B”). 
  
 Each of the Holder and IDT wishes
to exchange the number of shares of Common Stock set forth under the name of the Holder on the signature page (the “Shares”) for a like number of shares of Class B. 
  
 NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereby agree, subject
to the terms and conditions hereinafter set forth, as follows: 
  
 ARTICLE I. 
  
 SHARE EXCHANGE 
  
 1.1    Exchange.  Upon delivery of the
certificate representing the Shares to IDT, IDT shall accept the Shares and issue to the Holder, in exchange therefor, the same number of shares of Class B (the “Exchange”). The sole consideration for the Exchange shall be the shares of
Class B issued in exchange for the Shares. 
  
 1.2    Certificates.  IDT shall deliver to the Holder, as soon as practicable after accepting the Shares for exchange, a certificate representing the shares of Class B issued to the Holder in the
exchange, which certificate shall be in the name of the Holder. 
  
 ARTICLE II. 
  
 REPRESENTATION 

 
 2.1    Representations by the
Holder.  The Holder represents and warrants to IDT that the Holder is, or upon the exercise of options will be, the beneficial owner and the owner of record of the Shares, that the Holder has the power and authority to exchange the
Shares and enter into this Agreement, and that this Agreement does not violate any other agreement, contract or understanding to which the Holder is party or to which the Shares may be subject. 







 ARTICLE III. 
  
 GENERAL 
  
 3.1    Further Assurances.  From time to time, as and when required by IDT, there shall be executed and delivered by
the Holder such deeds and other instruments, and there shall be taken or caused to be taken by the Holder such further and other actions as shall be appropriate or necessary in order to consummate the transactions contemplated hereby. 
  
 3.2    Entire Agreement. This Agreement contains
the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters 
  
 3.3    Governing Law. This Agreement shall in all
respects be construed, interpreted and enforced in accordance with and governed by the laws of the State of Delaware. 
  
 3.4    Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an
original and all of which together shall constitute one and the same instrument. 
  
 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. 
  

	IDT CORPORATION
		
	By:	 	 IRA GREENSTEIN

	 	

	 	 	 Name:    Ira Greenstein

	 	 	 Title:      President

	 	 	 
	 	 	 



	 /S/    MARC KNOLLER


	HOLDER
	 



	Name:	 	 Marc Knoller


	Address:	 	 680 Camperdown


	 	 	 
	 	 	 Teaneck, NJ 07666


	 	 	 
	 	 	 
	 Number of Shares of Common:    25,000 



  

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