LOCK-UP AND REGISTRATION RIGHTS AGREEMENT



         LOCK-UP AND REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as

of March 20, 2001, by and between IDT Corporation, a Delaware corporation (the

"Company"), and AT&T Corp., a New York corporation (the "Investor").



         WHEREAS, the Company and the Investor have entered into an Option

Agreement, dated as of March 3, 2000; and



         WHEREAS, it is a condition to the Closing (as defined below) of the

Option Agreement that the Company grant Investor the registration rights set

forth herein, and it is a condition to the Company's execution of the Option

Agreement that the Investor agree to the restrictions on transfer set forth

herein.



         NOW, THEREFORE, in consideration of the foregoing and for other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereby agree as follows:



         Section 1.        Definitions. For the purposes of this Agreement:



                  (a)      The term "Affiliate" means, with respect to any

person or entity, any other person or entity directly or indirectly controlling,

controlled by or under common control with the first such person or entity.



                  (b)      The terms "Closing" and "Closing Date" mean the date

of the Closing, as such term is defined in the Option Agreement.



                  (c)      The term "Holder" means a holder of Registrable

Securities or, unless the context otherwise requires, securities convertible

into or exercisable for Registrable Securities.



                  (d)      The terms "register," "registered" and "registration"

refer to a registration effected by preparing and filing a registration

statement in compliance with the Securities Act of 1933, as amended (the "Act"),

and the declaration or ordering of effectiveness of such registration statement.



                  (e)      The term "Registrable Securities" means the shares of

Class B Common Stock, par value $.01 per share, of the Company (the "Class B

Common Stock") issued to the Investor pursuant to the Option Agreement (the

"Securities"); provided, however, that such Securities shall cease to be

Registrable Securities when and to the extent that (i) such Securities have been

sold pursuant to an effective registration statement under the Act, (ii) such

Securities have become eligible for resale pursuant to Rule 144(k) of the Act

(or any similar provision then in force) or another provision of Rule 144 of the

Act pursuant to which all of the Investor's Securities are immediately eligible

for resale or (iii) such Securities have ceased to be outstanding.





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         Section  2.       Registration Rights.



         2.1.     (a) Registration Upon Demand. At any time on or after the

first anniversary of the Closing Date, one or more holders that in the aggregate

beneficially own at least 20% of the Registrable Securities may make a demand

that the Company effect the registration of all or part of such Holders'

Registrable Securities (an "S-3 Demand Registration"). Upon receipt of a valid

request for an S-3 Demand Registration, the Company shall promptly, in and any

event no later than 15 days after such receipt, notify all other Holders of the

making of such demand and shall use its reasonable efforts to register under the

Act as expeditiously as may be practicable the Registrable Securities which

Holders have requested the Company to register in accordance with this Section

2.1. Notwithstanding the foregoing, the Company shall not be required to effect

any registration if the number of Registrable Securities that the Company shall

have been requested to register shall, in the aggregate, be less than 10% of the

number of shares of Class B Common Stock purchased by the Investor on the

Closing Date. The Holders shall have the right to two (2) S-3 Demand

Registrations pursuant to this Section 2.1(a).



                  (b)      Effective Registration Statement. A registration

requested pursuant to Section 2.1(a) hereof shall not be deemed to have been

effected (i) if a registration statement with respect thereto has not been

declared effective by the Securities and Exchange Commission ("SEC"), (ii) if

after it has become effective and prior to the date ninety (90) days after the

effective date, such registration is materially interfered with by any stop

order, injunction or similar order or requirement of the SEC or other

governmental agency or court for any reason not attributable to any of the

Holders and has not thereafter become effective for not less than ninety (90)

additional consecutive days, or (iii) the conditions to closing specified in the

underwriting agreement, if any, entered into in connection with such

registration are not satisfied or waived, other than by reason of a failure on

the part of a Holder



         2.2.     "Piggy-Back" Registration. (a) At any time after the first

anniversary of the Closing Date and prior to the fifth anniversary of the

Closing Date, if the Company proposes to register any securities under the Act

in connection with any offering of its securities (other than a registration

statement on Form S-8 or Form S-4, or their successors, or any other form for a

similar limited purpose, or any registration statement covering only securities

proposed to be issued in exchange for securities or assets of another

corporation), whether or not for its own account, the Company shall furnish

promptly, and in any event not less than 10 days in advance, written notice to

the Holders of its intention to effect such registration and the intended method

of distribution in connection there with. Upon the written request of a Holder

made to the Company within 15 days after the receipt of such notice by the

Company, the Company shall include in such registration the requested number of

the Holder's Registrable Securities (a "Piggy-Back Registration"). If a Holder

decides not to include all of its Registrable Securities in any registration

statement thereafter filed by the Company, the Holder shall nevertheless

continue to have the right to include any Registrable Securities in any

subsequent registration statement or registration statements as may be filed by

the Company with respect to offerings of its Common Stock and any other

securities, all upon the terms and conditions set forth herein.



                  (b)      Nothing in this Section 2.2 shall create any

liability on the part of the Company or any other person to the Holders if the

Company, for any reason, decides not to file a







                                      -2-

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registration statement proposed to be filed pursuant to Section 2.2(a) or to

withdraw such registration statement subsequent to its filing, regardless of any



action whatsoever that a Holder may have taken, whether as a result of the

issuance by the Company of any notice under Section 2.2(a) or otherwise.



         2.3.     Blackout Periods for Holders. If the board of directors of the

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