REDACTED

                        CONFIDENTIAL TREATMENT REQUESTED

                                 AMENDMENT NO. 5

         This AMENDMENT NO. 5 (this "Amendment"), effective as of August 1, 2000
(the "Amendment Date"), by and among Talk.com Holding Corp. (formerly, Tel-Save,
Inc.) ("TS"), a Pennsylvania corporation, and Talk.com Inc. (formerly,  Tel-Save
Holdings,  Inc.),  a Delaware  corporation  ("Holdings"),  with their  principal
offices at 12020 Sunrise Valley Drive, Reston,  Virginia 20190, on the one hand,
and America Online,  Inc., a Delaware  corporation with its principal offices at
22000 AOL Way, Dulles, Virginia 20166 ("AOL"), on the other hand (each a "party"
and, collectively, the "parties").

                                  INTRODUCTION

         TS,  Holdings and AOL are parties to the  Telecommunications  Marketing
Agreement, dated as of February 22, 1997, as heretofore corrected and amended by
letter,  dated April 23, 1997,  and amended by an Amendment No. 1, dated January
25, 1998, an Amendment No. 2, dated May 14, 1998, an Amendment  No.3 dated as of
October  1,  1998,  and an  Amendment  No. 4 dated  as of June  30,  2000 (as so
corrected  and amended to the date  hereof,  but without  giving  effect to this
Amendment,  the  "Agreement").  Capitalized terms used in this Amendment without
other  definition  are defined as in the  Agreement.  In light of both  parties'
desire to increase the number of End Users of the Services,  the parties  hereby
agree as follows:

                                      TERMS

1.       From and after the Amendment  Date until  December 31, 2000,  AOL shall
         increase

         ***  [MARKETING AND  PROMOTIONAL  SERVICES TO BE DELIVERED] TS shall be
responsible  for all costs and  expenses  associated  with such  additional  ***
services in accordance with Section III.A.1(b)(ii) of the Agreement.

2.       TS shall pay AOL Six Million  Dollars  ($6,000,000)  in addition to all
         other  amounts  payable  by TS under the  Agreement.  Such Six  Million
         Dollar  ($6,000,000)  payment  shall  be made by TS as  follows:  Three
         Million  Dollars  ($3,000,000)  on or before  the second  business  day
         following the Amendment Date and One Million Dollars ($1,000,000) on or
         before each of October 1, 2000,  November 1, 2000 and December 1, 2000.
         If AOL, in its sole discretion,  actually  allocates to the *** vendors
         for the TS Services  substantially  all *** during the calendar quarter
         beginning July 1, 2000 and/or the calendar quarter beginning October 1,
         2000 (subject to the terms of the Agreement), then the Nineteen Million
         Dollars  ($19,000,000) payable by TS for the calendar quarter beginning
         July 1, 2000 and/or October 1, 2000, as applicable, pursuant to Section
         V.B.1(c)(iv)  of the Agreement  shall be credited  dollar for dollar by
         the  amount  that  has

                                       1
<PAGE>


         been  paid  to  AOL by TS  pursuant  to and  in  accordance  with  this
         paragraph 2 during such calendar quarter.

3.       The timing,  content and procedure of any press release or other public
         announcement  regarding the parties' entering into of this Amendment or
         the terms of this Amendment shall be mutually agreed upon in advance by
         the parties and shall be subject to the terms of the Agreement.

4.       The Agreement is amended to provide that references in the Agreement to
         "this Agreement" or "the Agreement" (including indirect references such
         as "hereunder,"  "hereby," "herein" and "hereof") shall be deemed to be
         references to the Agreement as amended hereby. If any term,  provision,
         covenant  or  restriction  of this  Amendment  is  held  by a court  of
         competent  jurisdiction  to be  invalid,  void  or  unenforceable,  the
         remainder of the terms, provisions, covenants, and restrictions of this
         Amendment  shall remain in full force and effect and shall in no way be
         affected,  impaired or invalidated  and the parties shall  negotiate in
         good faith to modify this Amendment to preserve,  to the fullest extent
         legally permitted,  each party's  anticipated  benefits and obligations
         under this Amendment. If the parties are unable to so agree, the matter
         shall be  resolved  pursuant  to Article  XI.D of the  Agreement.  This
         Amendment  does not, and shall not be construed  to, modify any term or
         condition of the Agreement (including,  without limitation, any payment
         obligations under the Agreement)  except as expressly  provided in this
         Amendment.  Except as  herein  provided,  the  Agreement  shall  remain
         unchanged  and  in  full  force  and  effect.   In  the  event  of  any
         inconsistency or discrepancy  between the Agreement and this Amendment,
         the terms and  conditions  set forth in this  Amendment  shall control.
         This Amendment may be executed in multiple counterparts,  each of which
         shall be deemed an original, but all of which together shall constitute
         one and the same  document.  This  Amendment  shall be  governed by the
         internal  laws of the State of New York,  without  giving effect to the
         principles of conflict of laws thereof.



<PAGE>



 IN WITNESS WHEREOF,  the undersigned have caused this Amendment to be signed on
their behalf as of the date first written above.

AMERICA ONLINE, INC.


By: /s/  Jay Rappaport
   ---------------------
Name:  Jay Rappaport
Title: Senior Vice President-
            Business Affairs

TALK.COM INC.

By:  /s/  Gabriel Battista
   -------------------------
Name:   Gabriel Battista
Title:  Chairman and CEO

TALK.COM HOLDING CORP.

By:  /s/  Gabriel Battista
   -------------------------
Name:   Gabriel Battista
Title:  Chairman and CEO