CONFIDENTIAL TREATMENT REQUESTED

                                                                        REDACTED

                                 AMENDMENT NO. 4

         This AMENDMENT NO. 4 (this "Amendment"),  effective as of June 30, 2000
(the "Amendment Date"), by and among Talk.com Holding, Inc. (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, and an Amendment No.3 dated as
of October 1, 1998 (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,  and without either party making any admission of fault or wrongdoing,
the parties hereby agree as follows:

                                      TERMS

1.       For each of the calendar  quarters  ending June 30, 2000 and  September
         30, 2000,  respectively,  AOL grants TS a $1,000,000 credit against the
         amount  due from TS to AOL for each such  quarter  pursuant  to Section
         V.B.1(c)(iii) and (iv) of the Agreement

2.       TS has provided AOL with proposed
         *** [MARKETING AND PROMOTIONAL SERVICES TO BE DELIVERED].


3.       In consideration of, and acknowledging  that the Release is a condition
         to, the parties' agreement to enter into this Amendment, as of June 30,
         2000, TS and Holdings each hereby  irrevocably  waives and releases all
         claims,  suits, demands,  actions, and rights,  whether known, unknown,
         contingent,  or fixed (individually and collectively referred to as the
         "Claims"), against AOL and its current and former directors,  officers,
         agents,  employees,  affiliates  and  assigns  (collectively,  the "AOL
         Released  Parties")  arising prior to June 30, 2000, and arising out of
         or in any way related to the AOL Released  Parties'  respective  roles,
         rights,  responsibilities,   or  obligations  in  connection  with  the
         provision,  involvement,  approval  or offer of  marketing  programs or
         services related to the ***, provided,  however, that nothing contained
         in this Section or this Amendment shall serve to release Claims against
         the AOL Released Parties asserted by unaffiliated third-parties related
         to the  provision,  terms,  conditions  or promotions of or relating to
         Talk.com's

<PAGE>

         telecommunications  services  or  the  ***.  Further,  it is  expressly
         understood  and agreed that this waiver and release is not  intended to
         release Claims directly arising out of the Services Agreement, dated as
         of December 1, 1999,  between TS and Direct  Marketing  Services.  This
         Release  shall be effective  notwithstanding  any terms to the contrary
         contained in the Agreement or this Amendment.

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.

 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:  _____________________
Name:
Title:  Senior Vice-President


TALK.COM, INC.                              TALK.COM HOLDING, INC.

By:  _____________________          By:  ____________________
Name:   Edward B. Meyercord                 Name:   Edward B. Meyercord
Title:  Executive Vice President          Title:  Executive Vice President