Exhibit 10.1

                      SECOND AMENDMENT TO RIGHTS AGREEMENT

     SECOND  AMENDMENT, dated as of December 13,  2002 (this "Amendment") to the
Rights  Agreement  dated  as of August 19, 1999, and amended as of September 19,
2001  (the "Agreement"), between Talk America Holdings, Inc. (formerly Talk.com,
Inc.),  a Delaware corporation (the "Company"), and First City Transfer Company,
a  Delaware  corporation  ("First  City").

     WHEREAS,  the  parties  hereto  previously  executed  and  delivered  the
Agreement;

     WHEREAS,  pursuant  to  Section  21 of the Agreement, First City desires to
resign and be discharged of all of its duties under the Agreement as of the date
hereof,  and  the  Company  desires  to accept such resignation and discharge of
duties;

     WHEREAS,  pursuant  to  Section 21 of the Agreement, the Company desires to
appoint Stocktrans, Inc. as the successor Rights Agent (the "New Rights Agent"),
and  the  New  Rights  Agent  desires  to accept such appointment as of the date
hereof  and  to  be  vested  with  the  same  powers,  rights,  duties  and
responsibilities  as  if  it  had  originally  been named Rights Agent under the
Agreement;

     NOW,  THEREFORE,  for  good and valuable consideration, the sufficiency and
receipt  of  which are hereby acknowledged, the parties hereto agree as follows:

     SECTION  1.  CERTAIN DEFINITIONS. Capitalized terms used but not defined in
this  Amendment  shall  have  the meanings given to such terms in the Agreement.

     SECTION 2. RESIGNATION. First City hereby resigns as Rights Agent as of the
date hereof and is hereby discharged of all of its duties under the Agreement as
of  the  date  hereof,  and  the  Company  hereby  accepts  such resignation and
discharge  of  duties.

     SECTION  3.  APPOINTMENT  OF SUCCESSOR. The Company hereby appoints the New
Rights  Agent  as  the  successor Rights Agent as of the date hereof. By signing
below,  the  New  Rights  Agent hereby accepts and assumes, and is hereby vested
with,  the  same  powers,  rights,  duties  and  responsibilities  as  if it had
originally  been  named  Rights  Agent  under  the  Agreement. All references to
"Rights  Agent"  in the Agreement shall now be deemed to refer to the New Rights
Agent.

     SECTION  4.  NOTICE  TO  FIRST  CITY.  First  City  hereby agrees that this
Amendment  shall serve as notice to First City of the appointment of a successor
Rights  Agent  in satisfaction of the notice requirement set forth in Section 21
of  the  Agreement.

     SECTION 5. AMENDMENT TO SECTION 21. The fifth sentence of Section 21 of the
Agreement  is  hereby  amended  and  restated  to  read  as  follows:

               "Any  successor Rights Agent, whether appointed by the Company or
          by  such  a court, shall be (a) a corporation or financial institution
          organized and doing business under the laws of the United States or of
          the States of Delaware, New York, New Jersey, Pennsylvania or Virginia
          (or  of  any  other  state  of  the  United  States  so  long  as such

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          corporation  is  authorized to do business as a banking institution in
          the  State  of  Delaware,  New  York,  New  Jersey,  Pennsylvania  or
          Virginia),  in  good  standing,  and  having a principal office in the
          State  of  Delaware,  New  York,  New Jersey, Pennsylvania or Virginia
          which  is  authorized  under  such laws to exercise corporate trust or
          stock  transfer powers and is subject to supervision or examination by
          federal  or  state  authority  or (b) an affiliate of a corporation or
          financial  institution  described  in  clause  (a)  of this sentence."

     SECTION  6.  ADDRESS  FOR  NOTICES.  The  address for notices to the Rights
Agent  set  forth  in  Section  24 of the Agreement is hereby amended to read as
follows:

                              Stocktrans,  Inc.
                              44  West  Lancaster  Ave.
                              Ardmore,  PA  19003

     SECTION  7.  COUNTERPARTS.  This  Amendment  may be executed in one or more
counterparts  each  of  which shall for all purposes be deemed to be an original
and  all  of  which  shall  constitute  the  same  instrument.

     SECTION 8. GOVERNING LAW. This Amendment shall be governed by and construed
and  enforced  in  accordance  with  the  laws  of the state of Delaware without
reference  to  its  conflicts  of  laws  principles.

     SECTION  9.  MISCELLANEOUS.  The  Agreement  is  amended  to  provide  that
references  in  the  Agreement to "this Agreement" or "the Agreement" (including
indirect  references such as "hereunder," "hereby," "herein" and "hereof") shall
be  deemed  to  be references to the Agreement as amended hereby. This Amendment
does  not,  and  shall  not be construed to, modify any term or condition of the
Agreement  except  as  expressly  provided  in  this Amendment. Except as herein
provided,  the Agreement shall remain unchanged and in full force and effect. In
the  event  of  any  inconsistency or discrepancy between the Agreement and this
Amendment,  the  terms and conditions set forth in this Amendment shall control.

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     IN  WITNESS  WHEREOF, the parties hereto have executed this Amendment as of
the  day  and  year  above  first  written.

                                             TALK  AMERICA  HOLDINGS,  INC.

                                             By:  /s/ Aloysius T. Lawn IV
                                                  --------------------------
                                             Name:  Aloysius  T.  Lawn  IV
                                             Title:  Executive  Vice  President,
                                             General  Counsel  and  Secretary


                                             FIRST  CITY  TRANSFER  COMPANY

                                             By:  /s/ Monica Tobey
                                                  --------------------------
                                             Name:  Monica Tobey
                                             Title:  Vice President


ACCEPTED  AND  AGREED  AS
OF  THE  DATE  SET  FORTH  ABOVE:
STOCKTRANS,  INC.

By:  /s/ Jonathan Miller
     ---------------------------
Name:  Jonathan Miller
Title:  President

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