EXHIBIT 10.2

                                  TALK.COM INC.

                            INDEMNIFICATION AGREEMENT

                  This  Indemnification  Agreement  ("Agreement")  is made as of
June 8,  1999,  by and  between  Talk.com  Inc.,  a  Delaware  corporation  (the
"Company"), and Vincent Talbert ("Indemnitee").

                  WHEREAS, pursuant to that certain employment agreement between
the Company,  Talk.com  Holding  Corp.  and  Indemnitee  dated June 8, 1999 (the
"Employment Agreement") Indemnitee will commence service, on or prior to July 6,
1999 as  Executive  Vice  President  Marketing 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



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investigating,  defending,  being a witness in, or  otherwise  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

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Secretary of the Company or, if such office is not filled at a time in question,
any Vice President of the 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

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Indemnitee in so cooperating shall be borne by the 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

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continued  to employ or retain  counsel to assume the defense of such Claim,  in
each of 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 Expenses in

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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 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

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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

                                      -8-

<PAGE>

continue in effect  regardless  of whether  Indemnitee  continues to serve in an
Indemnified Capacity.

         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:          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: 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

                                      -9-

<PAGE>

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 (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.COM  INC.

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






AGREED TO AND ACCEPTED

INDEMNITEE:


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



                                      -11-