NET2PHONE INC
TERMINATION OF EMPLOYMENT
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>4
<FILENAME>b401423_ex10-30.txt
<DESCRIPTION>TERMINATION OF EMPLOYMENT
<TEXT>
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EXHIBIT 10.30

MEMORANDUM OF UNDERSTANDING RE: TERMINATION OF EMPLOYMENT

From: Stephen M. Greenberg

To: Bryan Wiener

Dated: July 21, 2004

         You have submitted your resignation as an employee of Net2Phone, Inc.
and any of its affiliates (collectively referred to as "Net2Phone"). The purpose
of this Memorandum of Understanding is to set forth the terms and conditions of
the termination of your employment pursuant to such resignation.

1.       Effective Date: Your resignation will be effective July 30, 2004, and
         that will be the last day of your employment by Net2Phone.
         Notwithstanding the foregoing, this agreement shall be null and void
         and of no force or effect if the Compensation Committee of the
         Net2Phone Board of Directors shall fail to approve the extension of the
         exercise period for your options as provided for in paragraph 5 below
         by August 16, 2004. In such event, your resignation shall nevertheless
         be effective, and the parties shall remain bound by the terms of all
         other extant agreements between the parties.

2.       Nature of Termination; The termination of your employment shall be
         deemed to be a "Resignation without Good Reason" under the terms of
         paragraph 6(b) of your employment agreement with Net2Phone Global
         Services, LLC, dated November 23, 2003 ("Employment Agreement").

3.       Compensation: You will be paid your regular compensation at the current
         effective annual rate of $220,000 and receive all contractually
         provided for benefits up to and including the period ending July 30,
         2004. In addition, you will receive your commission for the fiscal
         quarter ending July 31, 2004 promptly following the computation thereof
         in accordance with past practice. You shall not be entitled to any
         further compensation or benefits for any period after July 30, 2004.

4.       Stock Options: You currently hold vested options to purchase Net2Phone
         common stock as follows: 100,000 at $5.08 and 150,000 at $3.50. In
         addition, you hold 105,000 unvested options. The unvested options will
         be cancelled on October 15, 2004, except that, in the event it shall be
         determined that Net2Phone Global Services, LLC met its Target (as
         defined in paragraph 4 ( c ) (2) of your Employment Agreement) for the
         fiscal year ended July 31, 2004, 35,000 options will become vested and
         70,000 options will be cancelled.


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5.       Exercise Period for Vested Options: Provided that the Compensation
         Committee of the Board of Directors shall, prior to August 16, 2004,
         approve, the period for the exercise of your vested options shall be
         extended until July 31, 2005. Notwithstanding such extension, you agree
         not to exercise any options until July 31, 2004 and to be bound by the
         restrictions of the Net2Phone "trading window" until such "window" has
         been opened following release of the Net2Phone results of operations
         for its fiscal year ended July 31, 2004. You shall not be subject to
         subsequent trading windows.

6.       Restrictive Covenants: The provisions of paragraph 10 of the Employment
         Agreement shall continue to apply in accordance with their terms.

7.       Company Owned Property: On or before July 30, 2004, you shall return to
         Net2Phone Global Services, LLC all company property in your possession,
         including, but not limited to all copies of company business records,
         sales records, customer lists and contacts, price lists, product
         descriptions, agreements, business plans, market studies, employee
         records, financial records and reports. Notwithstanding the foregoing,
         you shall be entitled to retain the lap top computer presently assigned
         to you for your use provided that it is first given over to the
         Net2Phone's IT Department for removal of all proprietary programs and
         stored data. Net2Phone makes no warranty with respect to such computer,
         and it will be given to you in "as is" condition.

8.       Best Efforts: In exchange for the extension of the period for the
         exercise of your vested options as provided for above, you agree to use
         commercially reasonable efforts to further the company's sales
         activities for the current fiscal quarter and to assist in the hiring
         and training of an individual to lead the ICS sales activities. In
         addition, in a manner consistent with your future full time employment
         obligations, you will make yourself reasonably available from time to
         time by telephone or on line during the period August 1, 2004 to
         December 31, 2004 to consult with representatives of the company and
         respond to inquiries with respect to matters with which you were
         involved during the period of your employment. It is understood that in
         requesting your assistance, the Net2Phone will not be making you privy
         to its future plans or to other confidential matters.

9.       Releases: Except as contemplated by this Memorandum of Understanding,
         you release Net2Phone, Inc., Net2Phone Global Services, LLC and their
         respective affiliates, officers, directors, employees, attorneys and
         agents from any and all claims, losses, liabilities, expenses, damages
         and obligations.

                  AGREED: Net2 Phone, Inc. and Net2Phone Global Services, LLC

                          /s/ Stephen M. Greenberg
                          -------------------------------------------
                          Stephen M. Greenberg


                          /s/  Bryan Wiener
                          -------------------------------------------
                          Bryan Wiener



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