EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT  ("Agreement") is made and entered into the 24th
day of  March,  2000,  between  Talk.com,  Inc.,  a  Delaware  corporation  (the
"Company"), and Kenneth G. Baritz ("Employee").

      WHEREAS,  Company  desires to employ  Employee and Employee  desires to be
employed by Company; and

      WHEREAS,  Company and Employee  desire to enter into this  Agreement  that
sets forth the terms and conditions of said employment.

      NOW THEREFORE, in consideration of the foregoing, the mutual covenants set
forth  herein  and  other  good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby  acknowledged,  the  undersigned  hereby agree as
follows:

      1.  EMPLOYMENT.  Company agrees to employ  Employee,  and Employee accepts
such  employment  and agrees to serve  Company,  on the terms and conditions set
forth  herein.  Except as otherwise  specifically  provided  herein,  Employee's
employment shall be subject to the employment  policies and practices of Company
in effect from time to time during the term of Employee's  employment  hereunder
(including,   without  limitation,   its  practices  as  to  tax  reporting  and
withholding).

      2. TERM OF AGREEMENT.  The term of Employee's  employment  hereunder shall
commence  on the date  hereof (the  "Commencement  Date") and shall  continue in
effect for a period of three years  thereafter,  except as hereinafter  provided
(the "Term").

      3. POSITIONS AND DUTIES.

      3.1 OFFICER  POSITIONS.  Except as may  otherwise  be agreed upon  between
Company  and  Employee,  Employee  shall  perform  such  duties  and  have  such
responsibilities  as  President  of the  Company,  and  such  other  duties  and
responsibilities  consistent with the foregoing duties and  responsibilities  as
may be  reasonably  assigned or  delegated to him from time to time by Company's
Chief  Executive   Officer  or  Company's  Board  of  Directors  (the  "Board"),
including,  without limitation,  service as an employee,  officer or director of
affiliates  (as that term is  defined  in Rule 405 under the  Securities  Act of
1933, as amended (the "Act"))  (hereinafter,  "Affiliates") of Company,  without
additional  compensation.  References in this Agreement to Employee's employment
with Company shall be deemed to refer to employment with Company and/or,  as the
case may be, an  Affiliate,  as the context  requires.  Other than travel in the
ordinary course of business,  Employee's  duties and  responsibilities  shall be
undertaken  primarily  at the  current  offices  of the  Company's  wholly-owned
subsidiary,  Access One Communications Corp., or within a fifty (50) mile radius
of such current offices.  Employee shall perform his duties and responsibilities
to the best of his  abilities  hereunder  in a  diligent,  businesslike  manner.
Employee shall devote  substantially  all of his working time and efforts to the
business  and  affairs  of  Company;  provided,  however,  that  nothing in this
Agreement shall preclude Employee from

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(a) engaging in charitable  activities and community  affairs,  and (b) managing
his personal  investments and affairs  (subject to the limitations in Section 10
hereof).

      4. COMPENSATION AND RELATED MATTERS.

      4.1 BASE  SALARY.  During the Term,  Company  shall pay to Employee a base
salary ("Base Salary") at the rate of Three Hundred Thousand Dollars  ($300,000)
per year,  which  Base  Salary  shall be paid to  Employee  in  accordance  with
Company's usual and customary payroll practices.

      4.2  BENEFIT  PLANS  AND  ARRANGEMENTS.  Employee  shall  be  entitled  to
participate in and to receive  benefits under Company's  employee  benefit plans
and  arrangements  (including,  but not  limited  to,  bonus  plans) as are made
available to the Company's  senior  executive  officers  during the Term,  which
employee  benefit plans and arrangements may be altered from time to time at the
discretion of the Board (the "Benefits").  Employee acknowledges and agrees that
bonuses,  annual or otherwise,  are performance based and discretionary with the
Chairman and a committee of the Board of Directors.

      4.3  PERQUISITES.  During the Term,  Employee shall be entitled to receive
fringe benefits as are made available to Company's senior executive officers.

      4.4  EXPENSES.   Company  shall  promptly   reimburse   Employee  for  all
out-of-pocket  expenses related to Company's  business that are actually paid or
incurred by him in the performance of his services under this Agreement and that
are incurred,  reported and documented in accordance with Company's policies. In
addition,  during the Term, Company will provide Employee with an automobile, as
Company shall determine, and Company shall keep such automobile fully insured in
accordance with Company's practices for similarly situated employees.

      4.5 STOCK OPTIONS.

      (a) GRANT OF OPTIONS.  Effective  on the date  hereof,  Employee  shall be
granted an option (the "Option") to purchase One Million Three Hundred  Thousand
(1,300,000)  shares of Common Stock in accordance with a stock option  agreement
to be mutually  agreed to, and  executed by,  Company and Employee  prior to the
Commencement  Date, which stock option  agreement shall be in substantially  the
form  thereof  attached  hereto as Exhibit A. The Option  shall have an exercise
price equal to $13.69 per share,  which is equal to the fair market value of the
Common Stock on the date hereof,  shall expire on the tenth  anniversary  of the
date  hereof  and shall  vest and become  exercisable,  subject  to  accelerated
vesting  in the event of a Change in  Control  (defined  as  provided  below) of
Company in installments,  as follows: (i) options with respect to 433,333 shares
of Common Stock shall vest and become  exercisable  on the first  anniversary of
the date hereof,  (ii)  options  with respect to 433,333  shares of Common Stock
shall vest and become  exercisable on the second  anniversary of the date hereof
and (iii) options with respect to 433,334  shares of Common Stock shall vest and
become  exercisable on the third anniversary of the date hereof. In the event of
a Change in Control of Company,  the Option  shall vest  immediately  and become
exercisable as to all shares then subject thereto that are not then

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vested and  exercisable.  For  purposes of this  Agreement,  "Change in Control"
shall be deemed to have occurred if :

      (i)   any Person  (as  defined in  Section  3(a)(9)  under the  Securities
            Exchange Act of 1934, as amended (the "Exchange  Act")),  other than
            the Company, becomes the Beneficial Owner (as defined in Rule 1 3d-3
            under the Exchange Act;  provided,  that a Person shall be deemed to
            be the  Beneficial  Owner of all shares that any such Person has the
            right to acquire  pursuant to any agreement or  arrangement  or upon
            exercise  of  conversion  rights,  warrants,  options or  otherwise,
            without regard to the 60 day period referred to in Rule 1 3d-3 under
            the Exchange  Act),  directly or  indirectly,  of  securities of the
            Company  or  any   Significant   Subsidiary   (as   defined   below)
            representing  50%  or  more  of the  combined  voting  power  of the
            Company's,   or  such  subsidiary's,   as  the  case  may  be,  then
            outstanding securities;

      (ii)  during any period of two years,  individuals who at the beginning of
            such period  constitute the Board and any new director (other than a
            director  designated  by a person who has entered  into an agreement
            with the Company to effect a  transaction  described in clauses (i),
            (iii),  or (iv) of this Section 2(a)) whose election by the Board or
            nomination for election by stockholders was approved by a vote of at
            least  two-thirds  (2/3) of the  directors  then still in office who
            either were  directors at the  beginning  of the two-year  period or
            whose   election  or  nomination  for  election  was  previously  so
            approved, but excluding for this purpose any such new director whose
            initial  assumption of office occurs as a result of either an actual
            or  threatened  election  contest  or  other  actual  or  threatened
            solicitation   of  proxies  or  consents  by  or  on  behalf  of  an
            individual,  corporation,  partnership,  group, association or other
            entity other than the Board,  cease for any reason to  constitute at
            least  a  majority  of the  Board  of  either  or the  Company  or a
            Significant Subsidiary;

      (iii) the  consummation of a merger or consolidation of the Company or any
            subsidiary  of the  Company  owning  directly or  indirectly  all or
            substantially  all of the  consolidated  assets  of the  Company ( a
            "Significant Subsidiary") with any other entity, other than a merger
            or consolidation  which would result in the voting securities of the
            Company or a Significant  Subsidiary  outstanding  immediately prior
            thereto continuing to represent more than fifty percent (50%) of the
            combined   voting  power  of  the  surviving  or  resulting   entity
            outstanding immediately after such merger or consolidation;

      (iv)  the  shareholders of the Company approve a plan or agreement for the
            sale  or   disposition  of  fifty  percent  (50%)  or  more  of  the

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            consolidated  assets of the  Company in which  case the Board  shall
            determine  the  effective  date of the Change of  Control  resulting
            therefrom;

      (v)   any  other  event  occurs  which  the  Board   determines,   in  its
            discretion,  would materially alter, the structure of the Company or
            its ownership; or

      (vi)  a person  other  than  Gabriel  Battista  is elected by the Board of
            Directors to serve as the Company's principal executive officer.

      (b)  REGISTRATION  STATEMENT.  Company shall file with the  Securities and
Exchange Commission and any applicable state securities regulatory authorities a
Registration Statement on Form S-8 (or if unavailable,  a registration statement
on Form S-3) to register the shares  issuable  upon exercise of the Option under
the Act and any  applicable  state  securities  or  "Blue  Sky"  laws as soon as
practicable after the date hereof.  Notwithstanding the foregoing, Company shall
be  entitled  to  postpone  for a  reasonable  period of time the  filing or the
effectiveness  of such  registration  statement if the Board shall  determine in
good faith that such filing or effectiveness would be materially  detrimental to
the Company's business interests.

      5.  TERMINATION.  The  Term  of  Employee's  employment  hereunder  may be
terminated under the following circumstances:

      5.1 DEATH.  The Term of Employee's  employment  hereunder  shall terminate
upon his death.

      5.2 DISABILITY. If Employee becomes physically or mentally disabled during
the term  hereof  so that he is  unable  to  perform  services  required  of him
pursuant to this Agreement for an aggregate of six (6) months in any twelve (12)
month period (a `Disability"),  Company, at its option, may terminate Employee's
employment hereunder.

      5.3  CAUSE.  Upon  written  notice,   Company  may  terminate   Employee's
employment  hereunder  for  Cause  (as  defined  below).  For  purposes  of this
Agreement,  Company  shall  have  "Cause"  to  terminate  Employee's  employment
hereunder  upon (a) a material  breach by Employee of any material  provision of
this  Agreement  if  Employee  fails to cure such  breach  in the 30 day  period
following  written  notice  specifying  in  reasonable  detail the nature of the
breach, (b) willful  misconduct by Employee in connection with  misappropriating
any funds or property of Company,  (c) attempting to obtain any personal  profit
from any  transaction  in which Employee has .an interest that is adverse to the
interests of Company  without prior written  disclosure  thereof to the Board or
(d) Employee's  gross neglect in the  performance  of the duties  required to be
performed by Employee  under this  Agreement if Employee fails to eliminate such
neglect in the 30 day period following  written notice  specifying in reasonable
detail the nature of the gross neglect.

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      5.4 BY EMPLOYEE. Employee may terminate his employment hereunder:

      (a) Upon sixty (60) days' prior written notice to Company,  provided that,
upon the giving of such notice by  Employee,  Company may  establish  an earlier
date for such  termination  under this  Section 5.4 (a).

      (b) For Good  Reason (as  defined  below)  immediately  and with notice to
Company.  "Good Reason" for  termination by Employee  shall include,  but is not
limited to, the following:

      (i)   Material breach of any provision of this Agreement by Company, which
            breach shall not have been cured by Company  within thirty (30) days
            of receipt of written notice of said material breach;

      (ii)  Failure by Company to maintain  Employee in a position  commensurate
            with that referred to in Section 3 of this Agreement; or

      (iii) The  assignment  to  Employee  of  any  duties   inconsistent   with
            Employee's  position,   authority,  duties  or  responsibilities  as
            contemplated by Section 3 hereof or any other action by Company that
            results  in a  diminution  of such  position,  authority,  duties or
            responsibilities.

      5.5 WITHOUT CAUSE.  Company may otherwise terminate the Term of Employee's
employment at any time upon written notice to Employee.

      6. COMPENSATION IN THE EVENT OF TERMINATION.  In the event that Employee's
employment hereunder terminates prior to the end of the Term, Company shall make
payments to Employee as set forth below:

      6.1 BY EMPLOYEE FOR GOOD REASON;  BY COMPANY  WITHOUT CAUSE.  In the event
that Employee's  employment  hereunder is terminated by Company without Cause or
by  Employee  for Good Reason  after the  closing of the Merger (as  hereinafter
defined), then the Company shall (a) pay to Employee all amounts due to Employee
pursuant  to  any  bonus  that  was  due to  Employee  as of the  date  of  such
termination,  pursuant to the terms of such bonus (a "Due Bonus"),  (b) continue
to pay to Employee  the Base  Salary and  Benefits  to which  Employee  would be
entitled  hereunder  in the  manner  provided  for herein for the period of time
ending on the earlier of the date when the Term would  otherwise have expired in
accordance with Section 2 hereof and the second  anniversary of the date of such
termination,  (c) reimburse  Employee for expenses that may have been  incurred,
but  which  have not been  paid as of the date of  termination,  subject  to the
requirements  of Section  4.4 hereof and (d) one hundred  percent  (100%) of the
outstanding  stock  options  granted to the  Employee  that are  unvested  shall
immediately vest and become exercisable.

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      6.2 BY COMPANY FOR CAUSE;  BY EMPLOYEE  WITHOUT GOOD REASON.  In the event
that Company shall terminate Employee's  employment hereunder for Cause pursuant
to Section 5.3 hereof or  Employee  shall  terminate  his  employment  hereunder
without Good Reason, all compensation and Benefits, as specified in Section 4 of
this  Agreement,  theretofore  payable or provided to Employee shall cease to be
payable or  provided,  except for any Due Bonus and any  Benefits  that may have
been due and payable  but that have not been paid as of the date of  termination
and  reimbursement  of expenses that may have been incurred,  but which have not
been paid as of the date of termination,  subject to the requirements of Section
4.4 hereof.

      6.3  DEATH.  In the event of  Employee's  death  after the  closing of the
Merger,  Company  shall  not be  obligated  to pay  Employee  or his  estate  or
beneficiaries any compensation except for (a) any Due Bonus or any Benefits that
may have been earned and are due and payable as of the date of death,  but which
have not been paid as of such date, (b)  reimbursement of expenses that may have
been incurred,  but which have not been paid as of the date of death, subject to
the  requirements of Section 4.4 hereof,  and (c) all outstanding  stock options
granted  to  Employee  that are  unvested  shall  immediately  vest  and  become
exercisable and Employee's  estate or  beneficiaries,  as the case may be, shall
have  the  right  to  exercise  any of such  stock  options  during  the  period
commencing on the date of death and ending on the second anniversary of the date
of such  termination  or for the remainder of the period set forth in the option
agreement applicable to the option in question (the "Exercise Period"), if less.
In the event of Employee's death prior to the closing of the Merger,  Employee's
estate or beneficiaries shall be entitled only to the amount due under (b) above
and no options shall vest.

      6.4 DISABILITY. In the event of Employee's Disability after the closing of
the Merger,  Company  shall not be  obligated  to pay  Employee or his estate or
beneficiaries  any  additional  compensation  except for:  (a) any Due Bonus and
Benefits  that may have been  earned  and are due and  payable as of the date of
such  Disability,  but  which  have  not  been  paid  as of such  date,  and (b)
reimbursement  for expenses  that may have been incurred but which have not been
paid as of the date of Disability,  subject to the  requirements  of Section 4.4
hereof.  Upon  termination  due  to  Disability,  fifty  percent  (50%)  of  the
outstanding   stock  options   granted  to  Employee  that  are  unvested  shall
immediately  vest  and  become   exercisable  and  Employee  or  his  estate  or
beneficiaries,  as the case may be, shall have the right to exercise any of such
stock options during the period  commencing on the date of Disability and ending
on the second  anniversary of the date of the Disability or for the remainder of
the Exercise Period, if less. In the event of Employee's Disability prior to the
closing of the Merger,  Company  shall not be  obligated  to pay Employee or his
estate or beneficiaries  any amount due under this Section 6.4 except (b) hereof
and no options shall vest.

      6.5 NO MITIGATION.  In the event of any  termination  of employment  under
Section  5  hereof,  Employee  shall  be  under  no  obligation  to  seek  other
employment;  provided;  however,  that to the extent that  Employee  does obtain
other  employment   subsequent  to  the  termination  of  Employee's  employment
hereunder,  the obligations of Company to pay Benefits under this Agreement from
and after the date of commencement of such other employment shall terminate.

      7. UNAUTHORIZED DISCLOSURE.  Employee shall not, without the prior written
consent  of  Company,  disclose  or use in any  way,  either  during  Employee's
employment with Company or thereafter,  except as required in the course of such
employment, any confidential business or

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technical information or trade secret acquired in the course of such employment,
whether or not conceived of or prepared by him,  which is related to any service
or business of Company or any Affiliate;  provided,  however, that the foregoing
shall not apply to (a) information  that is not unique to the Company or that is
generally  known  to the  industry  or the  public  other  than as a  result  of
Employee's breach of this covenant, (b) information known to Employee other than
from  information  provided  by  Company or (c)  information  that  Employee  is
required  to  disclose  to,  or by,  any  governmental  or  judicial  authority;
provided,  however,  if Employee should be required in the course of judicial or
other governmental proceedings to disclose any information,  Employee shall give
Company  prompt  written  notice thereof so that Company may seek an appropriate
protective  order and/or waive in writing  compliance  with the  confidentiality
provisions of this  Agreement.  If, in the absence of a protective  order or the
receipt of a waiver by Company,  Employee is compelled  to disclose  information
to, or pursuant to the requirements of, a court or other governmental authority,
Employee  may  disclose  such  information  to such court or other  governmental
authority without liability to any other party hereto.

      8. TANGIBLE ITEMS. All files, records,  documents,  manuals, books, forms,
reports, memoranda, studies, data, calculations,  recordings and correspondence,
in whatever form they may exist, and all copies,  abstracts and summaries of the
foregoing  and all  physical  items  related to the  business of Company and its
affiliates, other than merely personal items, whether of a public nature or not,
and whether  prepared by  Employee  or not,  and which are  received by Employee
from,  or on behalf of Company or an Affiliate  in the course of his  employment
hereunder  are and shall remain the  exclusive  property of Company and any such
Affiliate  and shall not be removed  from the  premises  of the  Company or such
Affiliate,  as the case may be,  except as required in the course of  Employee's
employment  hereunder,  without the prior written consent of the Company's Chief
Executive  Officer or the  Board,  and the same shall be  promptly  returned  by
Employee upon the  termination of Employee's  employment  with Company or at any
time prior thereto upon the request of the Company's Chief Executive  Officer or
the Board.

      9.   INVENTIONS  AND  PATENTS.   Employee   agrees  that  all  inventions,
innovations,  improvements,  developments, methods, designs, analyses, drawings,
reports, and all similar or related information that relates to Company's actual
or anticipated business, research and development or existing or future products
or services and that are conceived,  developed or made by or at the direction of
Employee  while  Employee  is  employed  by  Company  will be owned by  Company.
Employee  also  agrees to  promptly  perform,  at the  expense of  Company,  all
reasonable  actions  (whether  before,  during or after the Term)  necessary  to
establish and confirm such ownership.

      10.  CERTAIN  RESTRICTIVE  COVENANTS.  During  the Term,  and for a period
ending  eighteen  (18) months  after the earlier of  Employee's  termination  of
employment  hereunder and the end of the Term,  Employee agrees that he will not
act, either directly or indirectly, as a partner, officer, director, substantial
stockholder  (an  equity  interest  of 5% or more) or  employee  of,  or  render
advisory or other services for, or in connection with, or become  interested in,
or make any substantial financial investment in any firm, corporation,  business
entity or business  enterprise that competes with the business of Company (each,
a "Competitor"),  except with the express written consent of the Board. Employee
further  agrees that in the event of the  termination  of his  employment  under
Section 5 hereof,  for a period of twelve (12) months  thereafter,  he will not,
directly or indirectly,  employ, offer to employ, or actively interfere with

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the relationship of Company or an Affiliate with, any employee of Company or any
employee of any  Affiliate.  Notwithstanding  anything  to the  contrary in this
Agreement,  in the event that Employee's employment is terminated for any reason
prior to the closing of the Merger described in the Agreement and Plan of Merger
of even date herewith by and among Company, Aladdin Acquisition Corp. and Access
One  Communications  Corp.  ("Access  One")  (the  "Merger"),  Employee  may  be
affiliated  in any position (as  employee,  officer,  director or  otherwise) of
Access One without violating the provisions of this Section 10.

      11. EMPLOYEE  REPRESENTATIONS  AND COVENANTS.  Employee hereby represents,
warrants  and  covenants  to  Company  that  (a)  the  execution,  delivery  and
performance  of this  Agreement by Employee does not and will not conflict with,
breach,  violate  or cause a default  under any  employment,  noncompetition  or
confidentiality contract or agreement,  instrument, order, judgment or decree to
which Employee is a party or by which he is bound;  (b) Employee,  in performing
this Agreement and the duties of Employee's  employment  with Company,  will not
disclose or utilize any trade secrets of a former employer,  unless Employee has
first obtained express written  authorization  from any such former employer for
their  disclosure  or use; (c)  Employee has not brought,  and will not bring to
Company,  any documents,  records,  information  or other  materials of a former
employer that are not  generally  available to the public,  unless  Employee has
first obtained express written  authorization  from any such former employer for
their  possession  and use;  and (d) upon the  execution  and  delivery  of this
Agreement by Company,  this Agreement shall be the valid and binding  obligation
of Employee,  enforceable  in accordance  with its terms,  subject to applicable
bankruptcy,  insolvency  and  similar  laws  affecting  the rights of  creditors
generally.

      12. COMPANY  REPRESENTATIONS.  Company represents and warrants (a) that it
is  duly  authorized  and  empowered  to  enter  into  this  Agreement,  (b) the
execution,  delivery and  performance  of this Agreement by Company does not and
will not conflict with,  breach,  violate or cause a default under any contract,
agreement,  instrument, order, judgment or decree to which Company is a party or
by which it is bound,  and (c) upon the execution and delivery of this Agreement
by  Employee,  this  Agreement  shall be the valid  and  binding  obligation  of
Company,  enforceable  in  accordance  with its  terms,  subject  to  applicable
bankruptcy,  insolvency  and  similar  laws  affecting  the rights of  creditors
generally.

      13. REMEDIES.  Employee  acknowledges that the restrictions and agreements
contained  in this  Agreement  are  reasonable  and  necessary  to  protect  the
legitimate  interests of Company,  and that any violation of this Agreement will
cause  substantial  and  irreparable   injury  to  Company  that  would  not  be
quantifiable and for which no adequate remedy would exist at law and agrees that
injunctive  relief,  in  addition  to all  other  remedies,  shall be  available
therefor. therefor.

      14. INDEMNIFICATION.  Prior to the Commencement Date, Company and Employee
shall enter into an indemnification  agreement in a form mutually  acceptable to
Company and Employee and  containing  terms no less  favorable to Employee  than
those contained in any  indemnification or similar agreement currently in effect
between Company and any of its officers.

<PAGE>

      15. EFFECT OF AGREEMENT ON OTHER BENEFITS. Except as specifically provided
in this  Agreement,  the existence of this Agreement shall not be interpreted to
preclude,  prohibit or restrict  Employee's  participation in any other employee
benefit  plan or other plans or  programs  provided to  officers,  directors  or
employees of Company.

      16. RIGHTS OF EMPLOYEE'S  ESTATE. If Employee dies prior to the payment of
all amounts due and owing to him under the terms of this Agreement, such amounts
shall be paid to such  beneficiary  or  beneficiaries  as Employee may have last
designated  in writing  filed with the  Secretary of Company or, if Employee has
made  no  beneficiary   designation,   to  Employee's  estate.  Such  designated
beneficiary  or the  executor  of  Employee's  estate,  as the case may be,  may
exercise all of Employee's  rights hereunder.  If any beneficiary  designated by
Employee shall predecease Employee, the designation of such beneficiary shall be
deemed  revoked,  and  any  amounts  which  would  have  been  payable  to  such
beneficiary shall be paid to Employee's  estate.  If any designated  beneficiary
survives  Employee,  but dies before payment of all amounts due hereunder,  such
payments  shall,  unless  Employee  has  designated  otherwise,  be made to such
beneficiary's estate. In the event of Employee's death or judicial determination
of his  incompetence,  reference in this  Agreement to Employee shall be deemed,
where  appropriate,  to  refer  to  his  beneficiary,   estate  or  other  legal
representative.

      17. SEVERABILITY. It is the intent and understanding of the parties hereto
that  if,  in any  action  before  any  court  or other  tribunal  of  competent
jurisdiction legally empowered to enforce this Agreement, any term, restriction,
covenant,  or  promise  is  held  to  be  unenforceable  as a  result  of  being
unreasonable or for any other reason, then such term, restriction,  covenant, or
promise shall not thereby be terminated,  but, that it shall be deemed  modified
to the extent  necessary to make it  enforceable by such court or other tribunal
and,  if it cannot be so  modified,  that it shall be deemed  amended  to delete
therefrom such provision or portion  adjudicated to be invalid or unenforceable,
and this Agreement shall be deemed to be in full force and effect as so modified
and such modification or amendment in any event shall apply only with respect to
the operation of this  Agreement in the  particular  jurisdiction  in which such
adjudication is made.

      18. NOTICES.  Any notices or demands given in connection herewith shall be
in writing and deemed given when (a) personally delivered, (b) sent by facsimile
transmission to a number provided in writing by the addressee and a confirmation
of the  transmission  is  received by the sender or (c) two (2) days after being
deposited  for delivery  with a recognized  overnight  courier,  such as Federal
Express,  and addressed or sent, as the case may be, to the address or facsimile
number set forth  below or to such other  address  or  facsimile  number as such
party may in writing designate:

         If to Employee:            Kenneth G. Baritz
                                    6558 Landings Court
                                    Boca Raton, FL 33496
                                    Fax No.:  (954) 739-2476

<PAGE>

         With a copy to:            Blank Rome Tenzer Greenblatt LLP
                                    405 Lexington Avenue
                                    New York, NY 10174
                                    Attn:   Michael S. Mullman, Esq.
                                    Fax No.:  (212) 885-5001

         If to Company:             Talk.com, Inc.
                                    6805 Route 202
                                    New Hope, Pennsylvania 18938
                                    Attn: President
                                    Fax No.:  (215) 862-1515

Either  party may change its address for notices by written  notice to the other
party in accordance with this Section 18.

      19.  WAIVER.  No provision of this  Agreement  may be modified,  waived or
discharged  unless such  waiver,  modification  or  discharge  is agreed to in a
writing  executed by Employee and Company.  No waiver by any party hereto at any
time of any breach by another party hereto of, or compliance with, any condition
or  provision  of this  Agreement  to be  performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time.

      20.  GOVERNING  LAW.  The  validity,   interpretation,   construction  and
performance of this Agreement shall be governed by the laws of New York relating
to contracts made and to be performed entirely therein.

      21. HEADINGS.  The headings in this Agreement are inserted for convenience
only and shall have no significance in the interpretation of this Agreement.

      22.  SUCCESSORS.  Company may not assign any of its rights or  obligations
under this  Agreement  hereunder.  Employee  may assign his rights,  but not his
obligations, hereunder and all of Employee's rights hereunder shall inure to the
benefit  of his  estate,  personal  representatives,  designees  or other  legal
representatives.  All of the  rights of  Company  hereunder  shall  inure to the
benefit of, and be enforceable by the successors of Company. Any person, firm or
corporation  succeeding  to  the  business  of  Company  by  merger,   purchase,
consolidation  or otherwise  shall be deemed to have assumed the  obligations of
Company hereunder;  provided, however, that Company shall,  notwithstanding such
assumption  by a successor,  remain  primarily  liable and  responsible  for the
fulfillment of its obligations under this Agreement.

      23.  COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts, each of which shall be deemed to be an original
but all of which together will constitute one and the same instrument.

      24.  CERTAIN  WORDS.  As used  in  this  Agreement,  the  words  "herein,"
"hereunder,"  "hereof'  and  similar  words  shall  be  deemed  to refer to this
Agreement in its entirety, and not to any particular provision of this Agreement
unless the context clearly requires otherwise.

<PAGE>

      IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the day and year first written above.

Talk.com, Inc.

By:        /s/ Aloysius T. Lawn IV
    --------------------------------------
     Name:  Aloysius T. Lawn  IV
     Title:


        /s/ Kenneth G. Baritz
     ---------------------------
         Kenneth G. Baritz