EXHIBIT 10.24



                                    AGREEMENT


         This Agreement, dated as of February 28, 1997, is between Tel-Save,
Inc., a Pennsylvania corporation ("TS"), and Group Long Distance, Inc., a
Florida corporation (the "Company") (collectively, the "Parties").

         WHEREAS, TS and the Company entered into that certain Advance
Agreement, dated as of July 11, 1996 (the "Advance Agreement") as amended by
that certain Consent and Amendment, dated as of December 2, 1996 (the "Consent
and Amendment"), which was subsequently amended by that certain Amendment to
Consent and Amendment, dated as of January 31, 1997 (the "Amendment to Consent
and Amendment"); and

         WHEREAS, the Parties seek to amend the terms of the Advance Agreement,
as amended, as more fully set forth herein, with the intention that repayment of
the balance of the Advance, as defined in the Agreement, be suspended beginning
with the mandatory prepayment due in March 1997, and that commencing on October
31, 1997, the Company make monthly mandatory prepayments of $125,000 (plus
interest at the Applicable Rate of 6.5% as defined in the Advance Agreement),
until the Advance is repaid in full, provided, however, that the terms of this
Agreement shall not be effective if the Public Offering by the Company is not
consummated by April 15, 1997; and

         WHEREAS, TS has advised the Company that the principal balance
projected to be outstanding under the Agreement at March 1, 1997 will be
approximately $2,582,983.

         NOW, THEREFORE, in consideration of the premises and mutual agreements,
provisions and covenants herein contained and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the Parties
hereby agree as follows:

         The Advance Agreement

                  1. The Advance Agreement, as amended, is hereby further
amended as follows, such amendments to be, for all purposes, effective as of
December 2, 1997:

                           a.      The term "Early Payment Date" shall be
                           amended to mean April 15, 1997.

                           b.      The term "New Date" shall be amended to mean
                           October 31, 1997.

                           c.      The term "Final Maturity Date" defined in
                           Section 1(j) shall be amended to mean June 11, 1999.

                           d.      Section 2(d)(i) thereof is deleted in its
                           entirety and replaced with the following:

                                     10.24-1

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                                    "(i) Effective March 1, 1997, on each
                                    Prepayment Date commencing on the New Date
                                    such principal amount of the Advance as
                                    shall equal $125,000, together with the
                                    interest payable on the Advance on such
                                    Prepayment Date, shall be prepaid and shall
                                    be due and payable; provided that the last
                                    payment due on the Final Maturity Date shall
                                    equal the remaining principal amount of the
                                    Advance remaining outstanding, together with
                                    interest payable on such amount."

                           e.      Section 2(d)(ii) thereof is deleted in its
                           entirety and replaced with the following:

                                    "(ii) This section intentionally omitted."

                           f.      Section 2(d)(iii) thereof, as amended, is
                           further amended to substitute for the phrase "March
                           1, 1997" the phrase "April 15, 1997".

                           g.      Section 2(d)(iv) thereof, as amended, is
                           deleted in its entirety and replaced with the
                           following:

                                    "(iv)  This section intentionally omitted."

                           h.      Section 2(d)(v) thereof is amended to delete
                           the phrase "the proviso at the end of".

                           i.      Section 2(e) thereof is deleted in its
                           entirety and replaced with the following:

                                    "(e) This section intentionally omitted."

                           j.      Section 3(b) thereof, as amended, is further
                           amended to substitute for the phrase "December 31,
                           1996" the phrase "April 15, 1997".

         2. The amendments contained in paragraphs (a) through (j) of Section 1
of this Agreement shall not be effective in the event the Public Offering is not
consummated by April 15, 1997 and the Agreement, as previously amended by the
Consent and Amendment and the Amendment to the Consent and Amendment, shall read
as if this Agreement had never been executed.

                                     10.24-2

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.

                                        GROUP LONG DISTANCE, INC.

                                        By:      /s/ Gerald M. Dunne, Jr.
                                                 --------------------------
                                                 Gerald M. Dunne, Jr.
                                                 Chief Executive Officer

                                        TEL-SAVE, INC.

                                        By:      /s/
                                                 -------------------------------
                                                 Name:
                                                 Title:

                                     10.24-3