EXHIBIT 10.1



                               As of April 6, 1999



Mr. Emanuel DeMaio


Dear Manny:

We are writing to confirm  our  agreements  and  understandings  regarding  your
status  under  your  Employment  Agreement,  dated as of October  13,  1998 (the
"Employment Agreement"), among you, as "Employee", Tel-Save, Inc., as "Company",
and Tel-Save.com,  Inc. (formerly, Tel-Save Holdings, Inc.), as "Holdings", from
and after May 14, 1999 (the "Change Date") (except as otherwise  defined herein,
capitalized terms shall be defined as in the Employment Agreement):

     1.   From  and  after  the  Change  Date,  you,  as  "Employee"  under  the
          Employment  Agreement,  will cease to be an employee  of Company.  The
          Company  agrees  that  you  terminated  your   employment   under  the
          Employment  Agreement  for "Good  Reason" as defined in Section 5.4 of
          such  Agreement  and  that  you are  entitled  to be  compensated  (or
          continue  to be  compensated)  as  provided  in  Section  6.1  of  the
          Employment Agreement.

     2.   You will be entitled to no  additional  compensation  for serving as a
          director of Holdings.  While you may, of course,  resign as a director
          of Holdings at any time,  you hereby  agree to resign as a director of
          Holdings  as and  when  requested  by the  Chairman  of the  Board  of
          Holdings, but not earlier than August 15, 1999. Furthermore, you agree
          that you will, prior to your resignation as a director,  vote in favor
          of the election or nomination of your  successor as a director or such
          other person as shall have been  designated  as a nominee for director
          by Company's Chairman of the Board.

     3.   In  addition,  you agree  that for a period of  eighteen  months  (18)
          commencing on the Change Date (the "Consulting Period"), that you will
          provide consulting services to the Company (the "Services").  We shall
          compensate  you for the  Services at the rate of two  hundred  dollars
          ($200) per hour.  You shall  provide the  Company  with an invoice for
          Services rendered not more frequently than each calendar month. If the
          Company  does not dispute  such  invoice,  the  Company  shall pay the
          amount of such invoice  promptly  after receipt of such invoice by the
          Company. In addition, you agree that during the Consulting Period that
          you will not enter into any agreement,  understanding, or relationship
          that would  prohibit  the  performance  of the Services by you or that
          would create a conflict of interest with regard to the  performance of
          the Services.

     4.   You will make yourself available and shall cooperate,  in each case to
          the extent reasonably requested by Company or Holdings,  in respect of
          any litigation or other  proceedings that arise out of or by reason of
          the conduct of Company's or Holding's  business or  operations  during
          any time that you were a director or officer thereof,  without further
          compensation   or  payment  except  the  payment  of  your  reasonable
          out-of-pocket costs and expenses in connection therewith.



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     5.   Except as specifically provided herein, the Employment Agreement shall
          continue in full force and effect.

     If the foregoing  correctly sets forth our  agreements and  understandings,
please so acknowledge  by signing the enclosed copy of this letter  agreement in
the space  provided and returning it to us,  whereupon this shall be a valid and
binding agreement by and among us. Very truly yours,

                                                  Tel-Save, Inc.


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

                                                  Tel-Save.com, Inc.


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


Accepted and agreed as of the date first above written:


/s/ Emanuel DeMaio
---------------------------------
Emanuel DeMaio