STOCK PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is made as of this 8th day of September 1997 by and between DAVID
TUROCK, hereinafter referred to as the "Seller", who is the sole stockholder of ROCK ENTERPRISES, INC.
(d/b/a Intellicom Technologies, Inc.), hereinafter referred to as the "Company", and IDT CORPORATION, a
corporation of the State of Delaware, hereinafter referred to as the "Buyer," memoralizes the earlier oral
agreement made between Howard Jonas and David Turock on August 22, 1997.
WHEREAS, Seller is the registered and beneficial owner of all of the issued and outstanding capital stock of the
WHEREAS, Seller desires to convey to Buyer, and Buyer desires to acquire all of the issued and outstanding
capital stock of the Company ("REI Stock") in exchange solely for a number of shares of voting common stock
of Buyer ("IDT Stock") in a transaction that qualifies as a tax-free reorganization under
Section 368(a)(1)(b) of the Internal Revenue Code of 1986, as amended, (the "Code"), upon and subject to the
terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises and conditions contained in this contract, the
parties agree as follows:
1. Closing. The closing of this Agreement and all deliveries contemplated hereunder shall take place at the offices
of Buyer at 10:00 a.m. on or before November 3, 1997, unless mutually agreed otherwise ("Closing"); provided,
however, the Closing shall not occur until the First Tranche of IDT Stock (as defined below) shall have been
registered for resale with the Securities and Exchange Commission in the manner contemplated by Section 3(c)
2. Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement and a reliance on the
representations and warranties contained herein, at the Closing, Seller shall deliver to Buyer, in a form ready for
transfer and duly endorsed to Buyer, certificates for all of the issued and outstanding R