EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT


     THIS  EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the
14  th  day  of  April,  2003  among  Talk  America  Holdings,  Inc., a Delaware
corporation  ("Talk  America") and Talk America Inc., a Pennsylvania corporation
and  a  wholly-owned  subsidiary  of  Talk America. ("Company") and Helen Manich
("Employee").

     WHEREAS,  Talk  America  and  Company  desires  to employ Employee as Chief
Marketing  Officer  of  Talk  America  and  the  Company  and  in  certain other
capacities, and Employee desires to be employed by Talk America and Company; and

     WHEREAS,  Talk  America  and 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 April 14, 2003 (the "Commencement Date") and shall continue in
effect for a period of two years thereafter, except as hereinafter provided (the
"Term").  Employee agrees to and shall present herself at the offices of Company
in  Reston,  Virginia prepared to commence performing her duties hereunder on or
before  the  Commencement  Date.

     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  Chief  Marketing  Officer  and  such  other  duties  and
responsibilities  consistent  with  the foregoing duties and responsibilities as
may  be  reasonably  assigned or delegated to her from time to time by Company's
President  or  Company's  Board  of  Directors,  including,  without limitation,

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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) (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.  Employee shall perform her duties and responsibilities to the best of
her  abilities  hereunder in a diligent, trustworthy, businesslike and efficient
manner.  Employee shall devote substantially all of her working time and efforts
to  the business and affairs of Company; provided, however, that nothing in this
Agreement shall preclude Employee from (a) engaging in charitable activities and
community  affairs,  and  (b)  managing  her  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 Two Hundred Twenty-Five Thousand Dollars
($225,000)  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
Board  of  Directors  of  Talk  America  ("Board")  or  a  Committee  thereof.

     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 her 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
allowance  as  made available to Company's senior executive officers, as Company
shall  determine,  and  if  the  Company  determines to provide Employee with an
automobile,  Company shall keep such automobile fully insured in accordance with
Company's  practices  for  similarly  situated  employees.

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     4.5     STOCK  OPTIONS.

     (a)     GRANT  OF  OPTIONS. Effective on the date hereof, Employee shall be
granted  an  award  of  an option to purchase 100,000 shares of the Common Stock
(the  "Option") of Talk America in accordance with the stock option agreement in
substantially  in  the  form  thereof  attached hereto as Exhibit A.  The Option
shall have  an  exercise price equal to $7.37, which is equal to the fair market
value  (as  defined  below)  of  the Common Stock on the date hereof. The Option
expires  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 Talk America in installments, as follows: (i)
options  with  respect  to  33,334  shares of Common Stock shall vest and become
exercisable  on  the  first  anniversary  of the date hereof;  (ii) options with
respect  to  33,333  shares of Common Stock shall vest and become exercisable on
the  second  anniversary  of  the  date hereof and (iii) options with respect to
33,333  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 Talk
America,  all  of  the options issued under the Option which are not then vested
and  exercisable shall immediately become vested and exercisable.   In the event
that  Employees  employment  hereunder is terminated by Employee for Good Reason
(as  defined  below) or by the Company Without Cause (as defined below) then the
options  issued under the Option which are not then vested and exercisable shall
on  a  pro  rata  basis become vested and exercisable.  The fair market value of
Common  Stock  for  purposes of this Agreement shall mean the last reported sale
price  of  a  share  of  the  Common  Stock on the Nasdaq National Market System
preceding  the  date in question or if no sale took place on such day, such last
reported  sale  price  on  the  then next preceding date on which such sale took
place. For the purposes of this Agreement, a "Change of 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 or any Affiliate, becomes the
                    Beneficial  Owner  (as  defined  in  Rule  13d-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 13d-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;

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               (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 Talk America 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 Talk America or a
                    Significant  Subsidiary;

               (iii)  the  consummation of a merger or consolidation of the Talk
                    America  or any subsidiary of the Company owning directly or
                    indirectly  all  or  substantially  all  of the consolidated
                    assets of the Talk America (a "Significant Subsidiary") with
                    any other entity, other than a merger or consolidation which
                    would  result  in the voting securities of Talk America 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;

               (v)  (iv)  the shareholders of the Talk America approve a plan or
                    agreement for the sale or disposition of fifty percent (50%)
                    or  more of the consolidated assets of Talk America in which
                    case  the  Board  shall  determine the effective date of the
                    Change  of  Control  resulting  therefrom;  and

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               (vi) any  other  event  occurs which the Board determines, in its
                    discretion,  would  materially  alter,  the structure of the
                    Talk  America  or  its  ownership.

     (b)     REGISTRATION STATEMENT.  Talk America will file with the Securities
and  Exchange  Commission  and  any  applicable  state  securities  regulatory
authorities  a  Registration  Statement  on  the applicable form to register the
resale of the Award and 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, Talk America
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
Talk  America  or  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  her  death.

     5.2     DISABILITY.  If  Employee  becomes  physically or mentally disabled
during the term hereof so that she is unable to perform services required of her
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,  (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  or  an Affiliate without prior written
disclosure  thereof  to the Company's Board of Directors or (d) Employee's gross
neglect  in  the  performance of the duties required to be performed by Employee
under  this  Agreement.

     5.4     BY  EMPLOYEE.  Employee  may  terminate  her  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).

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     (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, 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 sixth month 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) the outstanding
options  granted  to  the Employee under the Option that are unvested shall on a
pro  rata  basis  immediately  vest  and  become  exercisable.

     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 her 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

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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, Company shall not be
obligated to pay Employee or her 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 under the
Option  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.

     6.4     DISABILITY.  In  the  event of Employee's Disability, Company shall
not  be  obligated to pay Employee or her 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 under
the  Option  that are unvested shall immediately vest and become exercisable and
Employee  or  her  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  Exercise  Period,  if  less.

     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 (which is defined in
Section  4.2  of this Agreement and the term "Benefits" does not include Options
granted  pursuant  to Section 4.5 of this Agreement for purposes of this Section
6.5)  under this Agreement from and after the date of commencement of such other
employment  shall  terminate.

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     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 technical information or trade secret
acquired  in  the  course  of  such  employment,  whether or not conceived of or
prepared  by  her, 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  her  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  President  or the Company's Board of Directors, 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 President
or  the  Company's  Board  of  Directors.

     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.

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     10.     CERTAIN  RESTRICTIVE  COVENANTS.  During the Term, and for a period
ending  twelve  (12)  months  after  the  earlier  of  Employee's termination of
employment  hereunder,  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  is a provider of telecommunication services that competes with
Employer  (each, a "Competitor"), except with the express written consent of the
Company's  Board of Directors which shall not be unreasonably withheld. Employee
further  agrees  that  in  the  event of the termination of her employment under
Section  5  hereof, for a period of twelve (12) months thereafter, she will not,
directly  or indirectly, employ, offer to employ, or actively interfere with the
relationship  of  Company,  Talk  America  or an Affiliate with, any employee of
Company,  Talk  America  or  any  employee  of  any  Affiliate.

     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, non-competition
or  confidentiality contract or agreement, instrument; order, judgment or decree
to  which  Employee  is  a  party  or  by  which  she 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 creditor
generally.

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     13.     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  Talk  America  and  any  of  its  officers.

     14.     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.

     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 her 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  her  incompetence,  reference  in this Agreement to Employee shall be deemed
where  appropriate,  to  refer  to  her  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

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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:     Helen  Manich


     If  to  Company:     Talk  America  Inc.
                          6805  Route  202
                          New  Hope,  Pa  18938
                          Attn:  General  Counsel
                          Fax  No.:  (703)  391-7525

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 the Commonwealth
of Pennsylvania 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.

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     22.     SUCCESSORS.  Company  may  not  assign  any  of  its  rights  or
obligations under this Agreement hereunder.  Employee may assign her rights, but
not  her  obligations,  hereunder  and  all of Employee's rights hereunder shall
inure to the benefit of her 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.

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


Talk  America  Holdings,  Inc.                    Talk  America  Inc.


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




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

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