EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT  ("Agreement") is made and entered into as of
the  8th  day  of  June,  1999  among  Talk.com  Inc.,  a  Delaware  corporation
("Talk.com") and Talk.com Holding Corp., a Pennsylvania corporation and a wholly
owned   subsidiary   of  Talk.com  (the   "Company")   and  Vincent  W.  Talbert
("Employee").


         WHEREAS,  Talk.com and Company  desires to employ Employee as Executive
Vice  President of  Marketing  of Talk.com and the Company and in certain  other
capacities, and Employee desires to be employed by Talk.com and Company; and

         WHEREAS,  Talk.com 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 July 6, 1999 (the "Commencement  Date") and shall continue in effect
for a period of three years  thereafter,  except as  hereinafter  provided  (the
"Term").  Employee agrees to and shall present himself at the offices of Company
in Reston,  Virginia (or such other  location as Employee may be directed by Mr.
Gabe Battista) prepared to commence performing his duties hereunder on or before
the Commencement Date ("Employment Presentment").

         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 Executive Vice President of Marketing 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,



<PAGE>

"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 his duties and responsibilities to the best of
his abilities hereunder in a diligent,  trustworthy,  businesslike and efficient
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 (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 Two  Hundred  Fifty  Thousand  Dollars
($250,000)  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 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 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 or
an  automobile  allowance,  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.

         4.5 STOCK OPTIONS.

                  (a) GRANT OF OPTIONS.  Effective on the date hereof,  Employee
shall be granted an award of an option to purchase  350,000 shares of the Common
Stock  (the  "Option")  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 $10 1/8, 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

                                       2

<PAGE>

in Control (defined as provided below) of Company in  installments,  as follows:
(i) options with respect to 100,000 shares of Common Stock shall vest and become
exercisable  upon Employment  Presentment;  (ii) options with respect to 125,000
shares  of  Common  Stock  shall  vest  and  become  exercisable  on  the  first
anniversary  of the date hereof and (iii) options with respect to 125,000 shares
of Common Stock shall vest and become  exercisable on the second  anniversary of
the date  hereof.  In the event of a Change in  Control of  Company,  all of the
options issued under the Option which are not then vested and exercisable  shall
immediately 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.
Notwithstanding  the foregoing,  the Option shall be forfeited by Employee if an
Employment  Presentment  does not take place on or before July 6, 1999.  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,  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;

                           (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

                                       3

<PAGE>

                                    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;

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

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



         (b) REGISTRATION  STATEMENT.  Company 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,  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.

         4.6  BONUSES.  Company  shall pay  Employee on  September  30, 1999 and
December  31,  1999  the  sum  of  One  Hundred  Twenty-five   Thousand  Dollars
($125,000).

                                       4

<PAGE>

         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,   (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.

         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

<PAGE>

         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 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.

         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,  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.

         6.4 DISABILITY.  In the event of Employee's  Disability,  Company shall
not be obligated to pay Employee or his estate or  beneficiaries  any additional
compensation

                                       6

<PAGE>

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 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 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 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

                                       7

<PAGE>

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,  except as provided in
Schedule 9 hereto, 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  twelve  (12)  months  after the  earlier of  Employee's  termination  of
employment  hereunder  and the end of the Term for which the  Employee  is being
compensated at an annual rate equal to the Base Salary,  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  (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 the relationship of Company or an Affiliate
with, any employee of Company or any employee of any Affiliate.

                                       8

<PAGE>


         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 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  creditor
generally.

         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 Company 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.

                                       9

<PAGE>

         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:   Vincent W. Talbert
                           8307 Tally Ho Road
                           Lutherville, MD  21093

         If to Company:    Talk.com Inc.
                           12020 Sunrise Valley Drive
                           Suite 250
                           Reston, VA  20190
                           Attn: President
                           Fax No.:  (703) 391-7524

                                       10

<PAGE>

Either  party may change its address for notices by written  notice to the other
party in accordance with this Section 17.

         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  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.

         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.

                                       11

<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.                                        Talk.com Holding Corp.



By: /s/ Alyosius T.Lawn                           By: /s/ Alyosius T.Lawn
   ------------------------                          -----------------------
    Name:  Alyosius T.Lawn                           Name:  Alyosius T.Lawn
    Title: General Counsel and                       Title: General Counsel and
           Secretary                                        Secretary





/s/ Vincent W. Talbert
---------------------------
    Vincent W. Talbert

                                       12