EXHIBIT 10.2


                           TALK AMERICA HOLDINGS, INC.

                            INDEMNIFICATION AGREEMENT

     This  Indemnification Agreement ("Agreement") is made as of April 14, 2003,
by  and  between  Talk  America  Holdings,  Inc.,  a  Delaware  corporation (the
"Company"),  and  Helen  Manich  ("Indemnitee").

     WHEREAS,  pursuant to that certain employment agreement between the Company
and  Indemnitee  dated April 14, 2003 (the "Employment Agreement") Indemnitee is
serving  as  Chief  Marketing Officer of the Company and will perform a valuable
service  in  such  capacity  for  the  Company;  and

     WHEREAS,  the  Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve the Company and, in order to
induce  Indemnitee to enter into the Employment Agreement, the Company agreed to
enter  into  an  agreement  with Indemnitee providing for the indemnification of
Indemnitee  as  provided  herein.

     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.  Indemnification.

     (a)  Indemnification  of  Indemnitee.  The Company shall indemnify and hold
harmless  Indemnitee to the fullest extent permitted by law if Indemnitee was or
is  or  becomes a party to, or witness or other participant in, or is threatened
to  be  made  a  party  to,  or witness or other participant in, any threatened,
pending  or completed action, suit, proceeding or alternative dispute resolution
mechanism,  or  any  hearing,  inquiry  or investigation that Indemnitee in good
faith  believes  might  lead  to  the  institution  of  any  such  action, suit,
proceeding or alternative dispute resolution mechanism, whether civil, criminal,
administrative,  investigative or other (collectively, hereinafter a "Claim") by
reason  of,  or  arising  in  whole  or  in part out of, any event or occurrence
related  to  the  fact  that  Indemnitee is or was a director, officer, manager,
employee, agent, representative or fiduciary of the Company, a subsidiary of the
Company  (a  "Subsidiary")  or  an  affiliate  (as defined in Rule 405 under the
Securities  Act  of  1933, as amended) of the Company (an "Affiliate"), or is or
was  serving  at  the request of the Company or any Subsidiary or Affiliate as a
director,  officer,  manager,  employee,  agent,  representative or fiduciary of
another  corporation,  limited  liability  company,  partnership, joint venture,
employee  benefit  plan,  trust  or other entity or enterprise (collectively, an
"Other  Entity"),  or  by  reason  of  any  action  or  inaction  on the part of
Indemnitee  while serving in any of such capacities, whether or not the basis of
the  Claim  is an alleged action in an official capacity as a director, officer,
manager,  employee,  agent,  representative  or fiduciary of the Company, or any
Subsidiary,  Affiliate  or  Other  Entity  (any  of  the  foregoing  capacities
referenced in this Section 1(a), an "Indemnified Capacity"), against any and all
costs,  expenses  and  other amounts actually and reasonably incurred and/or, as
the  case  may  be, paid (including, without limitation, attorneys' fees and all
other  costs,  expenses  and  obligations  actually  and  reasonably incurred in
connection  with  investigating,  defending,  being  a  witness in, or otherwise

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participating  in (including on appeal), or preparing to defend, any Claim), and
judgements,  fines, penalties and amounts paid in connection with the settlement
of  any  Claim  and  any  federal,  state, local or foreign taxes imposed on the
Indemnitee  as  a  result  of the actual or deemed receipt of any payments under
this  Agreement,  including  all interest, assessments and other charges paid or
payable  by  the  Indemnitee  in  connection  with  or in respect of such costs,
expenses  and other amounts (collectively, hereinafter, the "Expenses"). Without
limiting  the  rights  of  Indemnitee  under  Section 2(a) below, the payment of
Expenses  actually  paid  by  Employee  shall  be made by the Company as soon as
practicable,  but  in  any  event  no  later than thirty (30) days after written
demand  by Indemnitee therefor is presented to the Company. Any event giving use
to  the  right of Indemnitee to be indemnified hereinafter is referred to herein
as  an  "Indemnifiable  Event."

     (b)  Reviewing Party. Notwithstanding the foregoing, (i) the obligations of
the Company under Section 1(a) hereof shall be subject to the condition that the
Reviewing  Party  (as defined in Section 10(e) hereof) shall not have determined
(in  a  written  opinion, in any case in which the Independent Legal Counsel (as
defined  in  Section  10(d)  hereof)  is  involved) that Indemnitee would not be
permitted to be indemnified under applicable law, and (ii) the obligation of the
Company to make an advance payment of Expenses to Indemnitee pursuant to Section
2(a)  hereof  (an "Expense Advance") shall be subject to the condition that, if,
when and to the extent that the Reviewing Party determines that Indemnitee would
not be permitted to be so indemnified under applicable law, the Company shall be
entitled  to  be reimbursed by Indemnitee (who hereby agrees to so reimburse the
Company)  for  all  such  amounts  theretofore  paid; provided, however, that if
Indemnitee has commenced or thereafter commences legal proceedings in a court of
competent  jurisdiction  to  secure  a  determination  that  Indemnitee could be
indemnified  under applicable law, any determination made by the Reviewing Party
that  Indemnitee  would  not be permitted to be indemnified under applicable law
shall  not  be  binding  and  Indemnitee  shall not be required to reimburse the
Company  for  any  Expense  Advance until a final judicial determination is made
with  respect  thereto  (as  to  which  all rights of appeal therefrom have been
exhausted  or  lapsed). Indemnitee's obligation to reimburse the Company for any
Expense  Advance shall be unsecured and no interest shall be charged thereon. If
there has not been a Change in Control (as defined in Section 10(c) hereof), the
Reviewing  Party  shall be selected by members of the Board of Directors who are
not  or were not, as the case may be, a party or parties, as the case may be, to
the Claim in respect of which indemnification is sought, and if there has been a
Change  in  Control (other than a Change in Control which has been approved by a
majority  of  the  Company's  Board  of Directors who were directors immediately
prior  to  such Change in Control), the Reviewing Party shall be the Independent
Legal  Counsel.  If,  within  thirty  (30)  days  after the Company's receipt of
written  notice  from  Indemnitee  demanding  such  indemnification (the "30-Day
Period")  (i) the Reviewing Party determines that Indemnitee substantively would
not  be  permitted to be indemnified in whole or in part under applicable law or
makes  no  determination  in  that  regard  or,  (ii)  Indemnitee shall not have
received  full indemnification from the Company, Indemnitee shall have the right
to  commence  litigation  seeking  a  determination  by  a  court  of  competent
jurisdiction  as  to  the  propriety  of indemnification under the circumstances
involved  or  challenging  any  such  determination  (or  lack  thereof)  by the
Reviewing  Party  or  any  aspect  thereof, including the legal or factual bases
therefor  or  the  failure of the Company to fully indemnify the Indemnitee, and
the  Company  hereby  consents  to  service of process and to appear in any such
proceeding  and hereby appoints the Secretary of the Company (or, if such office
is  not filled at a time in question, any Assistant Secretary of the Company or,
if  such  office  is not filled at a time in question, any Vice President of the

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Company  - each, a "Service Receiver") as its agent for such service of process.
Any  determination  by  the Reviewing Party not otherwise so challenged shall be
conclusive  and  binding  on  the  Company  and  Indemnitee.

     (c)  Change  in  Control.  The  Company agrees that if there is a Change in
Control (other than a Change in Control which has been approved by a majority of
the  Company's  Board  of Directors who were directors immediately prior to such
Change  in  Control),  then,  with  respect  to  all  matters thereafter arising
concerning the rights of Indemnitee to payments of Expenses and Expense Advances
under  this  Agreement or any other agreement or under the Company's Certificate
of Incorporation or Bylaws as now or hereafter in effect, the Company shall seek
legal  advice only from the Independent Legal Counsel. Such counsel, among other
things,  shall  render  its  written opinion to the Company and Indemnitee as to
whether and to what extent Indemnitee would be permitted to be indemnified under
applicable law. The Company agrees to pay the reasonable fees of the Independent
Legal  Counsel referred to above and to fully indemnify such counsel against any
and  all  expenses  (including attorneys' fees), claims, liabilities and damages
arising  out of or relating to this Agreement or its engagement pursuant hereto.

     (d)  Mandatory  Payment of Expenses. Notwithstanding any other provision of
this  Agreement, to the extent that Indemnitee has been successful on the merits
or  otherwise, including, without limitation, the dismissal of an action without
prejudice, in connection with any Claim, Indemnitee shall be indemnified against
all  Expenses  actually  and  reasonably  incurred  by  Indemnitee in connection
therewith.

     2.  Expenses;  Indemnification  Procedure.

     (a)  Advancement  of  Expenses.  The  Company  shall  advance  all Expenses
incurred  by  Indemnitee  so  that  the  Company,  and  not Indemnitee, shall be
obligated  to  pay  such  incurred Expenses. The advances of Expenses to be made
hereunder shall be paid by the Company to Indemnitee as soon as practicable, but
in  any  event  no  later  than five (5) days after written demand by Indemnitee
therefor  to  the  Company.

     (b)  Notice and Cooperation by Indemnitee. Indemnitee shall, as a condition
precedent to Indemnitee's right to be indemnified under this Agreement, give the
Company  notice  in  writing  as  soon  as practicable of any Claim made against
Indemnitee  for  which  indemnification  will  or  could  be  sought  under this
Agreement;  but  the  Indemnitee's  failure  to  so notify the Company shall not
relieve the Company from any liability that it may have to Indemnitee under this
Agreement,  except  to the extent that the Company is able to establish that its
ability to avoid liability under such Claim was prejudiced in a material respect
by  such  failure. Notice to the Company shall be directed to a Service Receiver
at  the address of the Company shown on the signature page of this Agreement (or
such  other address as the Company shall designate in writing to Indemnitee). In
addition,  Indemnitee  shall, at the expense of the Company, provide the Company
with  such  information  and cooperation with respect to a Claim, or any matters
related  to  such  Claim,  as  it  may reasonably require in connection with the
indemnification  provided  for herein and as shall be within Indemnitee's power.
Any costs or expenses (including attorneys' fees and disbursements) actually and
reasonably  incurred  by  Indemnitee  in  so  cooperating  shall be borne by the

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Company  (irrespective  of  the  determination as to Indemnitee's entitlement to
indemnification), which shall pay any such amount within fifteen (15) days after
receiving a request therefor from Indemnitee, and the Company hereby indemnifies
and  agrees  to  hold  Indemnitee  harmless  therefrom.

     (c)  No  Presumptions; Burden of Proof. For purposes of this Agreement, the
termination of any Claim by judgment, order, settlement (whether with or without
court  approval)  or  conviction,  or  upon  a  plea  of nolo contendere, or its
equivalent,  shall  not  create  a  presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law. In addition,
neither  the  failure  of the Reviewing Party to have made a determination as to
whether  Indemnitee  has  met  any  particular  standard  of  conduct or had any
particular  belief,  nor  an  actual  determination  by the Reviewing Party that
Indemnitee  has  not  met  such standard of conduct or did not have such belief,
prior  to  the  commencement  of  legal  proceedings  by  Indemnitee to secure a
judicial  determination  that  Indemnitee should be indemnified under applicable
law,  shall  be a defense to a claim for indemnification by Indemnitee hereunder
or  create  a presumption that Indemnitee has not met any particular standard of
conduct  or  did  not  have  any  particular  belief.  In  connection  with  any
determination  by  the  Reviewing Party or otherwise as to whether Indemnitee is
entitled  to  be  indemnified  hereunder,  the  burden  of proof shall be on the
Company  to  establish  that  Indemnitee  is  not  so  entitled.

     (d)  Notice to Insurers. If, at the time of the receipt by the Company of a
notice  of  a Claim pursuant to Section 2(b) hereof, the Company has one or more
policies  of  liability  insurance  in  effect  which  may cover such Claim, the
Company  shall  give  prompt  notice  of  the  commencement of such Claim to the
applicable  insurer(s)  in  accordance  with  the  procedures  set  forth in the
applicable  policies.  The Company shall thereafter take all action necessary or
desirable  to  cause  such insurers to pay, on behalf of Indemnitee, all amounts
payable as a result of such Claim in accordance with the terms of such policies.

     (e)  Selection of Counsel. In the event that the Company shall be obligated
hereunder  to pay the Expenses with respect to any Claim, the Company, except as
otherwise  provided below, shall be entitled to assume the defense of such Claim
at  its  own  expense  with counsel approved by Indemnitee, upon the delivery to
Indemnitee  of written notice of its election so to do. Indemnitee's approval of
such  counsel shall not be unreasonably withheld. After delivery of such notice,
approval  of such counsel by Indemnitee and the retention of such counsel by the
Company,  the  Company will not be liable to the Indemnitee under this Agreement
for  any fees of counsel subsequently incurred by the Indemnitee with respect to
such  Claim,  other  than  as provided below. Indemnitee shall have the right to
employ  Indemnitee's  own  counsel  in connection with a Claim, but the fees and
expenses  of  such counsel incurred after written notice from the Company of its
assumption  of the defense thereof shall be at the expense of Indemnitee, unless
(i)  the  employment  of counsel by Indemnitee has been previously authorized by
the  Company,  or, following a Change in Control (other than a Change in Control
approved  by  a  majority  of  the  members  of  the Board of Directors who were
directors  immediately  prior  to  such  Change  in  Control), the employment of
counsel  by  Indemnitee has been approved by the Independent Legal Counsel, (ii)
Indemnitee  shall  have  reasonably  concluded  that  there may be a conflict of
interest  between the Company and Indemnitee in the conduct of any such defense,
or  (iii) the Company shall not, in fact, have employed or retained or continued
to  employ  or  retain  counsel  to assume the defense of such Claim, in each of

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which  cases  the  fees  and  expenses  of  Indemnitee's counsel shall be at the
expense  of  the Company. The Company shall not be entitled to assume or control
the  defense  of any Claim brought by or on behalf of the Company or as to which
the  Indemnitee  has  reached  the  conclusion  that  there may be a conflict of
interest  between  the  Company and Indemnitee. The Company shall not settle any
Claim  in  any manner which would impose any penalty or limitation on Indemnitee
without  the  Indemnitee's  written  consent  (which  approval  shall  not  be
unreasonably  withheld).

     (f)  Settlement  of  Claims. The Company shall not be required to indemnify
Indemnitee  under this Agreement for any amounts paid in settlement of any Claim
effected  without the Company's written consent; provided, however, that consent
by  the  Company  to  the  settlement  of  any  claim  shall not be unreasonably
withheld.  Notwithstanding  the  foregoing,  however, if a Change in Control has
occurred  (other  than a Change in Control approved by a majority of the members
of the Board of Directors who were directors immediately prior to such Change in
Control), then the Company shall be required to indemnify Indemnitee for amounts
paid  in  settlement  of any Claim if the Independent Legal Counsel has approved
such  settlement or has not made a determination with respect to such settlement
within  (30)  days  after  the  effective  date  of  such  Change  in  Control.

     3.  Additional  Indemnification  Rights;  Non-Exclusivity.

     (a) Scope. The Company hereby agrees to indemnify Indemnitee to the fullest
extent  permitted  by  law,  notwithstanding  that  such  indemnification is not
specifically  authorized by the Company's Certificate of Incorporation or Bylaws
or  by  statute.  In the event of any change after the date of this Agreement in
any  applicable  law,  statute or rule which expands the right of the Company to
indemnify  Indemnitee,  it  is  the intent of the parties hereto that Indemnitee
shall  enjoy  under this Agreement the greater benefits afforded by such change.
In  the event of any change in any applicable law, statute or rule which narrows
the right of the Company to indemnify the Indemnitee, such change, to the extent
not  otherwise  required  by  such  law,  statute  or rule to be applied to this
Agreement,  shall  have  no  effect on this Agreement or the parties' rights and
obligations  hereunder.

     (b)  Non-Exclusivity.  The indemnification provided by this Agreement shall
be  in  addition  to  any  rights  to which Indemnitee may be entitled under the
Company's  Certificate  of  Incorporation  or  Bylaws,  any  agreement,  vote of
stockholders or directors, the General Corporation Law of the State of Delaware,
or  otherwise.  The indemnification provided under this Agreement shall continue
as  to  Indemnitee  for  any Indemnifiable Event while serving in an Indemnified
Capacity  even  though  Indemnitee  may have ceased to serve in such Indemnified
Capacity.

     4.  No  Duplication of Payments. The Company shall not be liable under this
Agreement  to  make  any  payment  in  connection  with  any Claim to the extent
Indemnitee  has  otherwise actually received payment (under any insurance policy
or  otherwise)  of  the  amounts  otherwise  indemnifiable  hereunder.

     5.  Partial  Indemnification. If Indemnitee is entitled under any provision
of  this Agreement to indemnification by the Company for a portion of any of the

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Expenses  in  connection  with  the  investigation,  appeal or settlement of any
Claim,  but  not  for  the  total amount thereof, the Company shall nevertheless
indemnify  Indemnitee  for  such  portion  of  the  Expenses.

     6. Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that,
in  certain  instances, applicable law or public policy may prohibit the Company
from  indemnifying  Indemnitee  under  this  Agreement  or otherwise. Indemnitee
understands  and acknowledges that the Company has undertaken or may be required
in the future to undertake with the Securities and Exchange Commission to submit
the  question  of  indemnification  to  a  court  in certain circumstances for a
determination  of  the  Company's  right  under  public  policy  to  indemnify
Indemnitee.

     7.  Liability  Insurance.  To  the  extent the Company or any Subsidiary or
Affiliate  maintains  liability  insurance  applicable  to  directors, officers,
managers,  employees,  agents,  representatives or fiduciaries of the Company or
such  Subsidiary  or Affiliate (collectively, the "Covered Persons"), Indemnitee
shall  be covered by such policies in such a manner as to provide Indemnitee the
same  rights  and  benefits as are accorded to the most favorably insured of the
Covered  Persons  who is then serving in the same capacity or capacities, as the
case  may  be,  as  Indemnitee.

     8.  Exceptions. Any other provision herein to the contrary notwithstanding,
the  Company  shall  not  be  obligated pursuant to the terms of this Agreement:

     (a)  Excluded Action or Omissions. To indemnify Indemnitee for any Expenses
resulting  from acts, omissions or transactions from which Indemnitee may not be
indemnified  under  applicable  law,  or  for  any  Expenses  resulting  from
Indemnitee's  conduct  which is finally adjudged to have been willful misconduct
or  knowingly  fraudulent  conduct;

     (b)  Claims  Initiated  by  Indemnitee. To indemnify or advance Expenses to
Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee
and  not  by  way  of  defense,  regardless  of whether Indemnitee ultimately is
determined  to be entitled to such indemnification, Expense Advance or insurance
recovery,  as the case may be, except (i) with respect to proceedings brought to
establish  or  enforce  (a)  a right to, or for, Expense Advances and/or, as the
case may be, (b) any other right of Indemnitee under this Agreement or any other
agreement  or  insurance  policy  or  under  the  Company's  Certificate  of
Incorporation  or  Bylaws now or hereafter in effect, (ii) in specific cases, if
the  Board  of Directors has approved the initiation or bringing of such suit or
(iii)  as  otherwise  required  under  applicable  law  or  statute;

     (c)  Lack  of Good Faith. To indemnify Indemnitee for any Expenses incurred
by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce
or  interpret  this  Agreement,  if a court of competent jurisdiction determines
that  each  of the material assertions made by the Indemnitee in such proceeding
was  not  made  in  good  faith  or  was  frivolous;  or

     (d)  Claims  Under  Section 16(b). To indemnify Indemnitee for Expenses and
the payment of profits arising from the purchase and sale or, sale and purchase,
by  Indemnitee  of  securities  in  violation of Section 16(b) of the Securities
Exchange  Act of 1934, as amended (the "Exchange Act"), or any similar successor
statute.

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     9.  Period of Limitations. No legal action shall be brought and no cause of
action  shall  be asserted by or in the right of the Company with respect to the
matters  addressed in this Agreement against Indemnitee, or Indemnitee's estate,
spouse,  heirs,  executors  or  personal  or  legal  representatives  after  the
expiration of two(2) years from the date of accrual of such cause of action, and
any  claim  or  cause  of action of the Company shall be extinguished and deemed
released  unless  asserted  by  the  timely filing of a legal action within such
two-year period; provided, however, that if any shorter period of limitations is
otherwise  applicable  to  any  such  cause of action, such shorter period shall
govern.

     10.  Construction  of  Certain  Phrases.

     (a)  Company.  For  purposes of this Agreement, references to the "Company"
shall  include,  in  addition  to  the  resulting entity, any constituent entity
(including  any  constituent  of  a  constituent) absorbed in a consolidation or
merger  which, if its separate existence had continued, would have had power and
authority  to  indemnify  its  directors, officers, managers, employees, agents,
representation  or  fiduciaries,  so  that  if  Indemnitee is or was a director,
officer,  employee, agent or fiduciary of such constituent corporation, or is or
was  serving  at  the  request  of  such  constituent corporation as a director,
officer,  manager,  employee,  agent or fiduciary of an Other Entity, Indemnitee
shall  stand  in  the  same position under the provisions of this Agreement with
respect to the resulting or surviving entity as Indemnitee would have stood with
respect  to such constituent entity if its separate existence had continued. The
consummation of any transaction described in this Section 10(a) shall be subject
to  the  requirements  of  Section  12,  below.

     (b)  Miscellaneous  Terms.  For  purposes  of this Agreement, references to
"fines" shall include any excise taxes assessed on Indemnitee with respect to an
employee  benefit plan; and references to "serving at the request of the Company
or  any  Subsidiary  or  Affiliate" or words of similar import shall include any
service  as  a  director,  officer,  manager, employee, agent, representative or
fiduciary  of the Company which imposes duties on, or involves services by, such
director,  officer,  manager,  employee, representative, agent or fiduciary with
respect  to  an employee benefit plan, or its participants or its beneficiaries;
and  if  Indemnitee  acted  in  good faith and in a manner Indemnitee reasonably
believed  to  be  in  the  interest  of the participants and beneficiaries of an
employee benefit plan, Indemnitee shall be deemed to have acted in a manner "not
opposed  to  the best interests of the Company" as referred to in this Agreement
or  under  any  applicable  law  or  statute.

     (c)  Change  in  Control.  For  purposes  of  this  Agreement, a "Change in
Control"  shall  be deemed to have occurred if (i) any "person" (as such term is
used  in  Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or
other fiduciary holding securities under an employee benefit plan of the Company
or a corporation owned directly or indirectly by the stockholders of the Company
in  substantially  the  same  proportions  as  their  ownership  of stock of the
Company,  is  or  becomes the "beneficial owner" (as defined in Rule 13d-3 under
the  Exchange  Act),  directly  or  indirectly, of Voting Securities (as defined
below)  of  the Company representing more than twenty percent (20%) of the total
voting  power  represented  by the Company's then outstanding Voting Securities,
(ii)  during  any  period  of  two (2) consecutive years, individuals who at the

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beginning  of  such  period constitute the Board of Directors of the Company 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)  and  (iv)  of  this  Section  10(c)) whose election by the Board of
Directors  or nomination for election by the Company's 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 period or whose election or
nomination  for  election  was  previously  so approved, cease for any reason to
constitute  a majority thereof, or (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation other than a
merger  or  consolidation  which  would  result  in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining  outstanding  or  by  being  converted  into  Voting Securities of the
surviving  entity)  at  least  80% of the total voting power of the resulting or
surviving  entity outstanding immediately after such merger or consolidation, or
(iv)  the  stockholders of the Company approve a plan of complete liquidation of
the  Company  or an agreement for the sale or disposition by the Company (in one
transaction  or  a  series  of  transactions) of all or substantially all of the
Company's assets. For purposes of this Agreement, "Voting Securities" shall mean
any securities the holders of which vote generally in the election of directors.

     (d) Independent Legal Counsel. For purposes of this Agreement, "Independent
Legal  Counsel"  shall mean an attorney or firm of attorneys, who shall not have
otherwise performed services for the Company or Indemnitee within the then prior
three  years  (other  than  with  respect  to  matters  concerning the rights of
Indemnitee under this Agreement, or of other indemnitees under similar indemnity
agreements) selected by the Company and approved by Indemnitee in writing, which
approval  shall not be unreasonably withheld. Notwithstanding the foregoing, the
term "Independent Legal Counsel" shall not include any firm or person who, under
the  applicable  standards of professional conduct then prevailing, would have a
conflict  of  interest  in  representing  either the Company or Indemnitee in an
action  to determine Indemnitee's right to indemnification under this Agreement.

     (e)  Reviewing  Party.  For purposes of this Agreement, a "Reviewing Party"
shall  mean (i) any person or group of persons consisting of a member or members
of  the  Company's  Board  of Directors and/or, as the case may be, or any other
person  appointed by the Board of Directors who is not a party to the particular
Claim for which Indemnitee is seeking indemnification, or (ii) Independent Legal
Counsel.

     11.  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each  of  which  shall  constitute  an original and all of which,
together,  shall  constitute  one  and  the  same  document.

     12. Binding Effect; Successors and Assigns. This Agreement shall be binding
upon  and  inure  to the benefit of and be enforceable by the parties hereto and
their  respective successors and permitted assigns, heirs and personal and legal
representatives. The Company may not assign its obligations under this Agreement
to  any  individual  or entity except by operation of law to an entity acquiring
all  or  substantially all of the business and/or, as the case may be, assets of
the Company (a "Successor") and, in any such case, the Company shall continue to
be  obligated  hereunder.  The  Company shall require and cause any Successor by
written agreement in form and substance satisfactory to Indemnitee, expressly to
assume  and  agree  to perform this Agreement in the same manner and to the same
extent  that  the Company would be required to perform if no such succession had
taken  place.  This  Agreement  shall  continue  in effect regardless of whether
Indemnitee  continues  to  serve  in  an  Indemnified  Capacity.

                                        8
<PAGE>

     13.  Attorneys'  Fees.  In  the  event  that  any  action  is instituted by
Indemnitee  in  a  court of competent jurisdiction under this Agreement or under
any  liability  insurance  policies  maintained  by  the  Company to enforce, or
interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be
paid all Expenses actually and reasonably incurred by Indemnitee with respect to
such  action,  regardless of whether Indemnitee is ultimately successful in such
action,  and  shall  be  entitled  to  an advance of such Expenses in the manner
provided in Section 2 (a), above, with respect to such action, unless, as a part
of  such  action, the court in which such action is brought determines that each
of the material assertions made by Indemnitee as a basis for such action was not
made  in good faith or was frivolous. In the event of an action instituted by or
in  the  name of the Company under this Agreement to enforce or interpret any of
the  terms  of  this  Agreement,  Indemnitee  shall  be  entitled to be paid all
Expenses  actually  and  reasonably  incurred  by  Indemnitee in defense of such
action  (including  costs  and  expenses  incurred  with respect to Indemnitee's
counterclaims and cross-claims made in such action), and shall be entitled to an
advance  of  such  Expenses in the manner provided in Section 2 (a), above, with
respect  to  such  action, unless as a part of such action such court determines
that  each  of  Indemnitee's  material  defenses to such action were made in bad
faith  or  were  frivolous.

     14. Notice. 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 Fed Ex, 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  Indemnitee:          Helen  Manich

     If  to  Company:             Talk  America  Holdings,  Inc.
                                  12020  Sunrise  Valley  Drive
                                  Suite  250
                                  Reston,  VA  20190
                                  Attn:  Secretary

     15.  Consent  to  Jurisdiction.  The  Company  and  Indemnitee  each hereby
irrevocably  consent  to  the  jurisdiction of the courts of the Commonwealth of
Pennsylvania  for all purposes in connection with any action or proceeding which
arises  out of or relates to this Agreement and agree that any action instituted
under  this  Agreement  shall be commenced, prosecuted and continued only in the
courts  of  the  Commonwealth  of  Pennsylvania  in  and  for  the  County  of
Philadelphia,  which  shall  be  the  exclusive  and  only  proper  forum  for
adjudicating  such  a  claim.

     16.  Severability.  The  provisions of this Agreement shall be severable in
the  event  that  any of the provisions hereof (including any provision within a
single  section,  paragraph  or  sentence)  are  held  by  a  court of competent
jurisdiction  to  be invalid, void or otherwise unenforceable, and the remaining
provisions  shall  remain  enforceable  to  the fullest extent permitted by law.
Furthermore,  to  the  fullest extent possible, the provisions of this Agreement

                                        9
<PAGE>

(including,  without  limitation,  each portion of this Agreement containing any
provision  held  to  be  invalid,  void  or otherwise unenforceable, that is not
itself  held  to  be invalid, void or unenforceable) shall be construed so as to
give  effect  to the intent manifested by the provision held invalid, illegal or
unenforceable.

     17.  Choice  of Law. This Agreement shall be governed by and its provisions
construed  and  enforced  in  accordance with the laws of the State of Delaware,
without  regard  to  the  conflict  of  laws  principles  thereof.

     18.  Subrogation.  In  the  event of payment to, or on behalf of Indemnitee
under  this  Agreement,  the  Company  shall be subrogated to the extent of such
payment  to all of the rights of recovery of Indemnitee, who shall, at Company's
expense,  execute  all  documents  required  and  shall  do all acts that may be
necessary  to  secure such rights and to enable the Company effectively to bring
suit  to  enforce  such  rights.

     19.  Amendment  and Termination. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing signed
by  both  of  the  parties  hereto.  No  waiver of any of the provisions of this
Agreement  shall  be  deemed  to,  or  shall  constitute  a waiver of, any other
provisions  hereof  (whether  or  not  similar  thereto),  nor shall such waiver
constitute  a  continuing  waiver.  Except  as specifically set forth herein, no
failure  to  exercise, or any delay in exercising, any right or remedy hereunder
shall  constitute  a  waiver  thereof.

     20.  Integration and Entire Agreement. This Agreement sets forth the entire
understanding between the parties hereto and supersedes all previous written and
oral  negotiations,  commitments,  understandings and agreements relating to the
subject  matter  hereof  between  the  parties  hereto.

     21.  No  Construction  as  Employment  Agreement. Nothing contained in this
Agreement  shall  be  construed as giving Indemnitee any right to be retained in
the  employ  of  the  Company  or  any  Subsidiaries.

     22.  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.

                                       10
<PAGE>

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  above  written.

                                               TALK  AMERICA  HOLDINGS,  INC.


                                               By: /s/ Aloysius T. Lawn, IV
                                                   --------------------------
                                               Title:  EVP - General Counsel



AGREED  TO  AND  ACCEPTED
INDEMNITEE:

 /s/ Helen Manich
---------------------------
Helen  Manich

                                       11
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