EXHIBIT 4.2
                                WARRANT AGREEMENT

         THIS WARRANT AGREEMENT (the "Agreement") is dated as of this 9th day of
August, 2000, by and between TALK.COM INC., a Delaware corporation  ("Company"),
and _____________ (the "Warrant Holder").

         The Warrants  are granted  hereunder  in  substitution  of the Warrants
granted  to  Universal   Claims   Adminstrator,   Inc.  ("UCA")  by  Access  One
Communications  Corp., a New Jersey  corporation  ("Access One"), at an exercise
price  of  $______  per  share  (the  "Prior  Warrant"),   which  Warrants  were
subsequently assigned by UCA to the Warrant Holder. Acceptance of the Warrant by
the Warrant Holder on the terms and conditions specified herein shall render the
Prior Warrant null and void and of no further force or effect.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements  hereinafter  set forth and for the purpose of defining the terms and
provisions of the Warrants and the  certificates  representing  the Warrants and
the respective rights and obligations  thereunder of the Company and the Warrant
Holder, the parties hereto agree as follows:

         1.  Definitions.  As used herein,  the  following  terms shall have the
following meanings, unless the context shall otherwise require:

         (a) "Common  Stock" shall mean the common  stock of the Company,  $ .01
par value;  provided,  however,  that the shares  issuable  upon exercise of the
Warrants shall include (i) only shares of such class designated in the Company's
Certificate of  Incorporation  as Common Stock on the date of the original issue
of  the  Warrants,  or  (ii)  in  the  case  of  any  reclassification,  change,
consolidation,  merger,  sale or  conveyance  of the  character  referred  to in
Section  8(c) hereof,  the stock,  securities  or property  provided for in such
section;  or  (iii)  in  the  case  of any  reclassification  or  change  in the
outstanding  shares of Common Stock  issuable upon exercise of the Warrants as a
result of a subdivision  or  combination  or a change in par value,  or from par
value to no par value, or from no par value to par value,  such shares of Common
Stock as so reclassified or changed.

         (b) "Corporate Office" shall mean the office of the Company at which at
any particular time its principal  business shall be administered,  which office
is located at the date hereof at 6805 Route 202, New Hope, PA 18938.

         (c) "Exercise  Date" shall mean,  as to any Warrant,  the date on which
the Company shall have received  both (i) the Warrant  Certificate  representing
such Warrant,  with the exercise  form thereon duly  executed by the  Registered
Holder (as defined  below)  thereof or his attorney duly  authorized in writing,
and (ii) payment in cash, or by official bank or certified check made payable to
the Company,  of an amount in lawful money of the United States of America equal
to the applicable Purchase Price (as defined below).

         (d) "Initial Warrant Exercise Date" shall mean the date hereof.

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         (e) "Purchase Price" shall mean the purchase price per share to be paid
upon exercise of each Warrant in accordance  with the terms hereof,  which price
shall be _______  Dollars and ______ Cents  ($______) per share of Common Stock,
subject to adjustment  from time to time pursuant to the terms and provisions of
Section 8 hereof.

         (f)  "Registered  Holder"  shall mean as to any  Warrant  and as of any
particular  date,  the person in whose  name the  certificate  representing  the
Warrant shall be registered on that date on the books  maintained by the Company
pursuant to Section 6.

         (g) "Transfer Agent" shall mean the Company or, if applicable,  a third
party stock transfer agent and registrar retained by the Company.

         (h) "Warrant  Expiration Date" shall mean 5:00 P. M. (New York time) on
August 9, 2005;  provided  that if such date shall in the State of New York be a
holiday or a day on which banks are  authorized or required to close,  then 5:00
P.M. (New York time) on the next following day which in the State of New York is
not a holiday or a day on which banks are authorized or required to close.  Upon
thirty (30) days' written notice to the Warrant  Holder,  the Company shall have
the right to extend the Warrant Expiration Date.

         2. Warrants and Issuance of Warrant Certificates.

         (a) A Warrant  initially  shall  entitle the  Registered  Holder of the
Warrant representing such Warrant to purchase one share of Common Stock upon the
exercise thereof (sometimes referred to as the "Warrant Shares"),  in accordance
with the terms hereof,  subject to  modification  and  adjustment as provided in
Section 8.

         (b) Upon execution of this Agreement,  warrant  certificates  ("Warrant
Certificates"),  in the  form of  Exhibit  A  annexed  hereto  (i)  representing
_________ Warrants shall be executed by the Company and delivered to the Warrant
Holder and (ii) representing  ________ Warrants shall be executed by the Company
and delivered,  on behalf of the Warrant Holder, to Wilmington Trust Company,  a
Delaware  banking  corporation,  as escrow agent,  pursuant to the provisions of
that certain  Escrow  Agreement  dated August 9, 2000, by and among the Company,
Aladdin Acquisition Corp., Access One and Kenneth G. Baritz, as representative.

         (c) From time to time, up to the Warrant  Expiration Date, the Transfer
Agent shall countersign and deliver stock  certificates in required whole number
denominations  representing  the  shares of Common  Stock  issuable,  subject to
adjustment as described herein, upon the exercise of Warrants in accordance with
this Agreement.

         (d) From time to time, up to the Warrant  Expiration  Date, the Company
shall  countersign  and deliver  Warrant  Certificates  in required whole number
denominations to the persons entitled thereto in connection with any transfer or
exchange permitted under this Agreement;  provided that no Warrant  Certificates
shall be issued except (i) those initially issued  hereunder,  (ii) those issued
on or after the Initial  Warrant  Exercise Date, upon the exercise of fewer than
all Warrants represented by any Warrant Certificate, to evidence any unexercised
Warrants held by the  exercising  Registered  Holder,  (iii) those issued on any
transfer or exchange  pursuant to Section 6, (iv) those issued in replacement of
lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7,
and (v)  those  issued  at the  option  of the  Company,  in

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such  form  as may be  approved  by its  Board  of  Directors,  to  reflect  any
adjustment or change made pursuant to Section 8 hereof in the Purchase  Price or
the number of shares of Common Stock purchasable on exercise of the Warrants.

         3. Form and Execution of Warrant Certificates.


         (a)  The  Warrant  Certificates  shall  be  substantially  in the  form
attached  hereto as Exhibit A (the  provisions of which are hereby  incorporated
herein) and may have such letters,  numbers or other marks of  identification or
designation and such legends, summaries or endorsements printed, lithographed or
engraved thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement,  or as may be required to comply with any
law or with any rule or  regulation  made  pursuant  thereto or with any rule or
regulation  of any stock  exchange on which the  Warrants  may be listed,  or to
conform  to  usage  or  to  the   requirements  of  Section  2(b).  The  Warrant
Certificates  shall be dated the date of issuance  thereof (whether upon initial
issuance,  transfer, exchange or in lieu of mutilated, lost, stolen or destroyed
Warrant Certificates) and issued in registered form.

         (b) Warrant  Certificates shall be executed on behalf of the Company by
its  President,  or any Vice  President  and by its  Secretary  or an  Assistant
Secretary,  by manual signatures or by facsimile signatures printed thereon, and
shall have  imprinted  thereon a facsimile of the  Company's  seal.  In case any
officer of the Company  who shall have  signed any of the  Warrant  Certificates
shall  cease to be an officer of the  Company or to hold the  particular  office
referenced in the Warrant Certificate before the date of issuance of the Warrant
Certificates, such Warrant Certificates may nevertheless be issued and delivered
with the same force and effect as though  the  person  who signed  such  Warrant
Certificates  had not  ceased to be an  officer  of the  Company or to hold such
office.

         4.  Exercise.  Each Warrant may be exercised by the  Registered  Holder
thereof at any time on or after the Initial Warrant Exercise Date, but not after
the Warrant  Expiration  Date,  on the terms and subject to the  conditions  set
forth  herein and in the  applicable  Warrant  Certificate.  A Warrant  shall be
deemed to have been exercised  immediately prior to the close of business on the
Exercise Date and the person  entitled to receive the securities  deliverable on
such  exercise  shall  be  treated  for all  purposes  as the  holder  of  those
securities  on the  exercise  of the  Warrant as of the close of business on the
Exercise  Date.  Promptly  following,  and in any event within five (5) business
days after the date of such  exercise,  the Company shall cause to be issued and
delivered by the Transfer  Agent,  to the person or persons  entitled to receive
the same, a certificate or certificates  for the securities  deliverable on such
exercise  (plus a  certificate  for any  remaining  unexercised  Warrants of the
Registered Holder).

         5. Reservation of Shares, Listing Payment of Taxes, etc.

         (a) The Company  covenants  that it will at all times  reserve and keep
available out of its authorized Common Stock, solely for the purpose of issue on
exercise of  Warrants,  such  number of shares of Common  Stock as shall then be
issuable on the exercise of all outstanding Warrants. The Company covenants that
all shares of Common  Stock that shall be issuable  on exercise of the  Warrants
shall,  at the  time of  delivery,  be duly  and  validly  issued,  fully  paid,
non-assessable  and free from all taxes,  liens and charges  with respect to the
issue  thereof  (other  than  those  that  the  Company  shall  promptly  pay or
discharge)  and that on issuance  such shares  shall

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be listed on each national securities exchange or eligible for inclusion in each
automated  quotation  system,  if any, on which the other shares of  outstanding
Common Stock of the Company are then listed or eligible for inclusion.

         (b) The Company shall pay all  documentary,  stamp or similar taxes and
other  governmental  charges that may be imposed with respect to the issuance of
Warrants,  or the  issuance,  or  delivery  of any  shares  on  exercise  of the
Warrants;  provided,  however,  that if the  shares  of  Common  Stock are to be
delivered in a name other than the name of the Registered  Holder of the Warrant
Certificate  representing  any Warrant  being  exercised,  then no such delivery
shall be made unless the person  requesting the same has paid to the Company the
amount of transfer taxes or charges incident thereto, if any.

         6. Exchange and Registration of Transfer.


         (a)  Warrant   Certificates   may  be  exchanged   for  other   Warrant
Certificates  representing  an equal  aggregate  number of  Warrants of the same
class or may be  transferred  in whole or in part.  Warrant  Certificates  to be
exchanged  shall be surrendered to the Company at its Corporate  Office,  and on
satisfaction  of the terms and  provisions  hereof,  the Company shall  execute,
issue and deliver in exchange  therefor the Warrant  Certificate or Certificates
that the Registered Holder making the exchange shall be entitled to receive. The
Holder  shall pay all  transfer  taxes,  if any,  for any  transfer  of  Warrant
Certificates.

         (b) The  Company  shall keep at its office  books in which,  subject to
such  reasonable  regulations  as it may prescribe,  it shall  register  Warrant
Certificates and the transfer  thereof in accordance with its regular  practice.
Upon due presentment for transfer of any Warrant Certificate at such office, the
Company shall execute,  issue and deliver to the transferee or transferees a new
Warrant  Certificate or Certificates  representing an equal aggregate  number of
Warrants.

         (c) With respect to all Warrant Certificates presented for transfer, or
for exchange or exercise,  the  assignment or  subscription  form on the reverse
thereof shall be duly endorsed,  or be  accompanied  by a written  instrument or
instruments of transfer and  subscription,  in form satisfactory to the Company,
duly executed by the Registered Holder or his  attorney-in-fact  duly authorized
in writing.

         (d) All Warrant  Certificates  surrendered for exercise or for exchange
in case of  mutilated  Warrant  Certificates  shall be promptly  canceled by the
Company  and  thereafter  retained  by the  Company  until  termination  of this
Agreement.

         (e) Prior to due presentment for transfer thereof, the Company may deem
and treat the Registered Holder of any Warrant Certificate as the absolute owner
thereof and of each Warrant represented thereby  (notwithstanding  any notations
of  ownership or writing  thereon  made by anyone  other than a duly  authorized
officer of the Company) for all purposes and shall not be affected by any notice
to the contrary.

         7.  Loss  or  Mutilation.  Upon  receipt  by the  Company  of  evidence
satisfactory  to  it of  the  ownership  of  and  loss,  theft,  destruction  or
mutilation  of  any  Warrant   Certificate  and  (in  case  of  loss,  theft  or
destruction)  of indemnity  satisfactory  to it, and (in the case of mutilation)
upon

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surrender and cancellation thereof, the Company shall execute (in the absence of
notice to the Company that the Warrant  Certificate  has been acquired by a bona
fide  purchaser)  and  deliver to the  Registered  Holder in lieu  thereof a new
Warrant  Certificate of like tenor  representing  an equal  aggregate  number of
Warrants. Applicants for a substitute Warrant Certificate shall comply with such
other  reasonable  regulations  and pay such  other  reasonable  charges  as the
Company may prescribe.

         8. Adjustment of Exercise Price and Number of Shares of Common Stock or
Warrants.

         (a) Subject to the exceptions referred to in Section 8(g) below, in the
event the Company shall, at any time or from time to time after the date hereof,
issue any shares of Common  Stock as a stock  dividend  to the holders of Common
Stock,  or  subdivide or combine the  outstanding  shares of Common Stock into a
greater  or  lesser  number  of  shares  (any  such  issuance,   subdivision  or
combination being herein called a "Change of Shares"), then, and thereafter upon
each further Change of Shares, the Purchase Price in effect immediately prior to
such  Change of Shares  shall be changed to a price  (including  any  applicable
fraction of a cent)  determined  by  multiplying  the  Purchase  Price in effect
immediately prior thereto by a fraction, the numerator of which shall be the sum
of the number of shares of Common  Stock  outstanding  immediately  prior to the
issuance  of such  additional  shares and the  number of shares of Common  Stock
which the aggregate consideration received (determined as provided in subsection
8(f) below) for the issuance of such  additional  shares would  purchase at such
current  market price per share of Common Stock,  and the  denominator  of which
shall be the sum of the number of shares of Common Stock outstanding immediately
after the issuance of such  additional  shares.  Such  adjustment  shall be made
successively whenever such an issuance is made.

                  Upon each  adjustment of the Purchase  Price  pursuant to this
Section  8, the total  number of shares  of Common  Stock  purchasable  upon the
exercise of each Warrant shall (subject to the  provisions  contained in Section
8(b)  hereof)  be such  number  of  shares  (calculated  to the  nearest  tenth)
purchasable at the Purchase Price in effect immediately prior to such adjustment
multiplied by a fraction,  the numerator of which shall be the Purchase Price in
effect  immediately  prior to such adjustment and the denominator of which shall
be the Purchase Price in effect immediately after such adjustment.

         (b) The Company may elect,  on any  adjustment  of the  Purchase  Price
hereunder,  to  adjust  the  number  of  Warrants  outstanding,  in  lieu of the
adjustment in the number of shares of Common Stock  purchasable  on the exercise
of each Warrant as hereinabove  provided, so that each Warrant outstanding after
such adjustment shall represent the right to purchase one share of Common Stock.
Each Warrant held of record prior to such  adjustment  of the number of Warrants
shall  become  that  number  of  Warrants  (calculated  to  the  nearest  tenth)
determined by multiplying  the number one by a fraction,  the numerator of which
shall be the Purchase Price in effect  immediately  prior to such adjustment and
the denominator of which shall be the Purchase Price in effect immediately after
such adjustment. Upon each adjustment of the number of Warrants pursuant to this
Section  8,  the  Company  shall,  as  promptly  as  practicable,  cause  to  be
distributed to each  Registered  Holder of Warrant  Certificates  on the date of
such  adjustment  Warrant  Certificates  evidencing  the  number  of  additional
Warrants to which such Holder  shall be entitled as a result of such  adjustment
or, at the option of the  Company,  cause to be  distributed  to such  Holder in
substitution and replacement for the Warrant  Certificates  held by him prior to
the date of adjustment  (and on surrender  thereof,  if required by the Company)
new Warrant

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Certificates  evidencing  the number of Warrants  to which such Holder  shall be
entitled after such adjustment.

         (c) In case of any  reclassification,  capital  reorganization or other
change of outstanding shares of Common Stock, or in case of any consolidation or
merger  of  the  Company  with  or  into  another   corporation  (other  than  a
consolidation  or merger in which the Company is the continuing  corporation and
that does not result in any  reclassification,  capital  reorganization or other
change  of  outstanding  shares  of  Common  Stock),  or in case of any  sale or
conveyance  to  another  corporation  of the  property  of the  Company  as,  or
substantially  as, an entirety (other than a sale  leaseback,  mortgage or other
financing  transaction),  the Company shall cause effective provision to be made
so that  each  holder  of a  Warrant  then  outstanding  shall  have  the  right
thereafter,  by  exercising  such  Warrant,  to purchase  the kind and number of
shares of stock or other  securities or property  (including cash) receivable on
such reclassification,  capital  reorganization or other change,  consolidation,
merger,  sale or  conveyance by a holder of the number of shares of Common Stock
that might have been purchased on exercise of such Warrant  immediately prior to
such reclassification,  capital  reorganization or other change,  consolidation,
merger,  sale or  conveyance.  Any such  provision  shall include  provision for
adjustments  that shall be as nearly  equivalent  as may be  practicable  to the
adjustments  provided  for in this  Section 8. The Company  shall not effect any
such  consolidation,  merger or sale unless prior to or simultaneously  with the
consummation  thereof the successor (if other than the Company)  resulting  from
such  consolidation  or merger  or the  corporation  purchasing  assets or other
appropriate  corporation or entity shall assume, by written instrument  executed
and  delivered to the Company,  the  obligation to deliver to the holder of each
Warrant such shares of stock,  securities or assets as, in  accordance  with the
foregoing  provisions,  such  holders may be entitled to purchase  and the other
obligations under this Agreement. The foregoing provisions shall similarly apply
to successive  reclassifications,  capital  reorganizations and other changes of
outstanding  shares of Common Stock and to successive  consolidations,  mergers,
sales or conveyances.

         (d) Irrespective of any adjustments or changes in the Purchase Price or
the number of shares of Common Stock  purchasable  on exercise of the  Warrants,
the Warrant  Certificates  theretofore and thereafter  issued shall,  unless the
Company shall exercise its option to issue new Warrant Certificates  pursuant to
Section  2(d) hereof,  continue to express the Purchase  Price per share and the
number of shares purchasable  thereunder as the Purchase Price per share and the
number of shares purchasable therefor were expressed in the Warrant Certificates
when the same were originally issued.

         (e) After  each  adjustment  of the  Purchase  Price  pursuant  to this
Section  8, the  Company  will  promptly  prepare  a  certificate  signed by the
President or a Vice President, and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant  Secretary,  of the Company setting forth: (i) the
Purchase  Price as so  adjusted,  (ii) the  number of  shares  of  Common  Stock
purchasable  on  exercise of each  Warrant  after such  adjustment,  and, if the
Company  shall have  elected to adjust the number of Warrants  and the number of
Warrants to which the Registered  Holder of each Warrant shall then be entitled,
and (iii) a brief  statement of the facts  accounting for such  adjustment.  The
Company will promptly cause a brief summary thereof to be sent by ordinary first
class mail to each Registered Holder of Warrants at his last address as it shall
appear on the books of the  Company.  No  failure  to mail such  notice  nor any
defect  therein or in the mailing  thereof  shall  affect the  validity  thereof
except as to the  holder to

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whom the Company  failed to mail such  notice,  or except as to the holder whose
notice was defective.  The affidavit of the Secretary or an Assistant  Secretary
of the Company that such notice has been mailed shall,  in the absence of fraud,
be prima facie evidence of the facts stated therein.

         (f) For  purposes  of  Section  8(a) and  8(b)  hereof,  the  following
provisions (i) and (ii) shall also be applicable:

                  (i) The number of shares of Common  Stock  outstanding  at any
             given time shall include shares of Common Stock owned or held by or
             for the  account of the  Company  and the sale or  issuance of such
             treasury  shares or the  distribution  of any such treasury  shares
             shall not be  considered  a Change of Shares for  purposes  of said
             sections.

                  (ii) No adjustment of the Purchase  Price shall be made unless
             such  adjustment  would require an increase or decrease of at least
             Ten Cents ($.10) in such price;  provided that any adjustments that
             by reason of this subsection (ii) are not required to be made shall
             be carried  forward  and shall be made at the time of and  together
             with  the  next  subsequent  adjustment  that,  together  with  any
             adjustment(s)  so carried  forward,  shall  require an  increase or
             decrease of at least Ten Cents ($.10) in the Purchase Price then in
             effect hereunder.

         (g) No  adjustment  to the  Purchase  Price of the  Warrants  or to the
number of shares of Common  Stock  purchasable  on the  exercise of each Warrant
will be made, however,

                  (i) on the sale or  exercise  of the  Warrants  or any warrant
             outstanding on the date hereof; or

                  (ii) on the  issuance or sale of Common  Stock or  convertible
             securities  on the  exercise of any rights or warrants to subscribe
             for or purchase,  or any options for the purchase of,  Common Stock
             or convertible securities,  whether or not such rights, warrants or
             options were  outstanding  on the date of the original  sale of the
             Warrants or were thereafter issued or sold; or

                  (iii) on the issuance or sale of Common Stock on conversion or
             exchange  of  any  convertible  securities,   whether  or  not  any
             adjustment in the Purchase Price was made or required to be made on
             the issuance or sale of such convertible  securities and whether or
             not such convertible securities were outstanding on the date of the
             original sale of the Warrants or were thereafter issued or sold; or

                  (iv) on the  issuance or sale of Common  Stock or  convertible
             securities to shareholders  of any  corporation  that merges and/or
             consolidates  into or is  acquired by the Company or from which the
             Company  acquires  assets  and  some  or all  of the  consideration
             consists of equity  securities  of the Company,  in  proportion  to
             their stock holdings of such corporation  immediately  prior to the
             acquisition  but only if no adjustment is required  pursuant to any
             other provision of this Section 8.

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                  (v) on the  issuance or exercise of options or on the issuance
             or  grant of  stock  awards  granted  to the  Company's  directors,
             employees or consultants  under a plan or plans (including for this
             purpose any arrangement or agreement that would constitute a "plan"
             under the instructions to the  registration  statement on Form S-8)
             adopted by the  Company's  Board of  Directors  and approved by its
             stockholders.

                  (vi)  on  the  issuance  of  Common  Stock  to  the  Company's
             directors,  employees or consultants under a plan or plans that are
             qualified under the Internal Revenue Code as incentive stock option
             plans; or

                  (vii) on the  issuance  of Common  Stock in a bona fide public
             offering pursuant to a firm commitment underwriting.

         (h) Any determination as to whether an adjustment in the Purchase Price
in effect  hereunder  is required  pursuant to Section 8, or as to the amount of
any such  adjustment,  if  required,  shall be  binding  on the  holders  of the
Warrants  and the Company if made in good faith by the Board of Directors of the
Company.

         (i) If and  whenever  the Company  shall grant to the holders of Common
Stock,  as such,  rights or warrants to  subscribe  for or to  purchase,  or any
options for the purchase  of,  Common Stock or  securities  convertible  into or
exchangeable  for or  carrying  a right,  warrant or option to  purchase  Common
Stock, the Company shall concurrently  therewith grant to each Registered Holder
as of the record date for such transaction of the Warrants then outstanding, the
rights,  warrants  or options to which each  Registered  Holder  would have been
entitled if, on the record date used to determine the  stockholders  entitled to
the rights,  warrants or options  being granted by the Company,  the  Registered
Holder were the holder of record of the number of whole  shares of Common  Stock
then  issuable  on exercise  of his  Warrants.  Such grant by the Company to the
holders of the Warrants shall be in lieu of any adjustment  that otherwise might
be called for pursuant to this Section 8.

         9.  Registration  Rights.  The Warrants and the Warrant Shares have not
been registered under the Securities Act. Upon exercise, in part or in whole, of
this  Warrant,  certificates  representing  the  Warrant  Shares  shall bear the
following legend:

                  These securities have not been registered under the Securities
                  Act of 1933.  Such  securities  may not be sold or offered for
                  sale,  transferred,  hypothecated or otherwise assigned in the
                  absence of an effective  registration  statement  with respect
                  thereto  under such Act or an  opinion  of counsel  reasonably
                  satisfactory   to  the   Company   that  an   exemption   from
                  registration for such sale, offer, transfer,  hypothecation or
                  other assignment is available under such Act.

         10. Fractional Warrants and Fractional Shares.

         (a) If the number of shares of Common Stock purchasable on the exercise
of  each  Warrant  is  adjusted  pursuant  to  Section  8  hereof,  the  Company
nevertheless  shall not be required

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to issue  fractions of shares,  on exercise of the Warrants or otherwise,  or to
distribute  certificates  that evidence  fractional  shares.  In such event, the
Company  may at its  option  elect to round up the number of shares to which the
Warrant  Holder is entitled to the nearest whole share or to pay cash in respect
of  fractional  shares in  accordance  with the  following:  With respect to any
fraction of a share called for on any exercise hereof,  the Company shall pay to
the Warrant  Holder an amount in cash equal to such  fraction  multiplied by the
current market value of such fractional share, determined as follows:

                  (i) If the  Common  Stock is listed on a  national  securities
             exchange  or  admitted  to  unlisted  trading  privileges  on  such
             exchange  or listed for  trading on the Nasdaq  Stock  Market,  the
             current  value shall be the last  reported sale price of the Common
             Stock on such  exchange or market on the last business day prior to
             the date of exercise of this Warrant, or if no such sale is made on
             such day,  the  average of the  closing bid and ask prices for such
             day on such exchange or market; or

                  (ii) If the Common Stock is not listed or admitted to unlisted
             trading privileges on a national  securities exchange or listed for
             trading on the Nasdaq Stock Market,  the current value shall be the
             mean of the last  reported  bid and asked  prices  reported  by the
             National  Quotation Bureau,  Inc. on the last business day prior to
             the date of the exercise of this Warrant; or

                  (iii) If the  Common  Stock is not so  listed or  admitted  to
             unlisted trading  privileges on a national  securities  exchange or
             listed for  trading on the  Nasdaq  Stock  Market and bid and asked
             prices are not so  reported,  the current  value shall be an amount
             determined  in such  reasonable  manner as may be prescribed by the
             Board of Directors of the Company.

         11.  Warrant  Holders  Not Deemed  Stockholders.  No holder of Warrants
shall,  as such,  be entitled to vote or to receive  dividends  or be deemed the
holder of Common  Stock that may at any time be  issuable  on  exercise  of such
Warrants for any purpose  whatsoever,  nor shall  anything  contained  herein be
construed to confer on the holder of Warrants,  as such,  any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
on any matter  submitted to stockholders at any meeting  thereof,  or to give or
withhold consent to any corporate action (whether on any recapitalization, issue
or  reclassification  of stock, change of par value or change of stock to no par
value,  consolidation,  merger or conveyance or otherwise), or to receive notice
of meetings,  or to receive dividends or subscription rights, until such Warrant
Holder shall have exercised such Warrants and been issued shares of Common Stock
in accordance with the provisions hereof.

         12.  Rights  of  Action.  All  rights of action  with  respect  to this
Agreement are vested in the respective  Registered Holders of the Warrants,  and
any Registered  Holder of a Warrant or of the holder of any other Warrant,  may,
in his own behalf and for his own benefit, enforce against the Company his right
to exercise  his  Warrants  for the  purchase  of shares of Common  Stock in the
manner provided in the Warrant Certificate and this Agreement.

         13.  Agreement of Warrant  Holders.  Every holder of a Warrant,  by his
acceptance thereof, consents and agrees with the Company, and every other holder
of a Warrant that:

                                       9
<PAGE>

         (a) The Warrants are  transferable  only on the books of the Company by
the  Registered  Holder  thereof  in  person  or by  his  attorney-in-fact  duly
authorized  in writing and only if the Warrant  Certificates  representing  such
Warrants  are  surrendered  at the  office  of the  Company,  duly  endorsed  or
accompanied by a proper  instrument of transfer  satisfactory  to the Company in
its discretion, together with payment of any applicable transfer taxes; and

         (b) The Company may deem and treat the person in whose name the Warrant
Certificate  is registered  as the holder and as the  absolute,  true and lawful
owner of the  Warrants  represented  thereby for all  purposes,  and the Company
shall not be  affected by any notice or  knowledge  to the  contrary,  except as
otherwise expressly provided in Section 7 hereof.

         (c) Warrant Holder hereby  confirms that the Warrants to be received by
Warrant   Holder  and  the  Common  Stock   issuable   upon   exercise   thereof
(collectively,  the "Securities") will be acquired for such Warrant Holder's own
account,  not as a nominee or agent, for investment purposes only and not with a
view to the resale or distribution of any part thereof.

         (d) Warrant Holder  understands  that (i) the Warrants are not, and any
Common  Stock  acquired on exercise  thereof at the time of issuance may not be,
registered  under the Securities Act of 1933, as amended (the "1933 Act") ; (ii)
the sale and  issuance  of the  Securities  by the Company are being made on the
basis  of  exemption  thereunder;  and  (iii)  the  Company's  reliance  on such
exemption is  predicated  on such  Warrant  Holder's  representations  set forth
herein.

         (e) Warrant Holder  represents  that he has had the  opportunity (i) to
discuss the  Company's  business,  management  and  financial  affairs  with the
Company's management, (ii) to review the Company's operations and facilities and
(iii) to ask question and receive  answers from the Company  regarding the terms
and conditions of the offering of the Warrants.

         (f) Warrant  Holder has such  knowledge and  experience in financial or
business  matters that he is capable of  evaluating  the merits and risks of his
investment in the  Securities.  Warrant Holder can bear the economic risk of his
investment  in the  Securities,  including  a partial  or  complete  loss of his
investment.

         (g) Warrant Holder  acknowledges and agrees that the Warrants,  and any
shares of Common Stock issued upon exercise  thereof,  must be held indefinitely
unless  subsequently  registered  under the 1933 Act or an  exemption  from such
registration  is available.  Warrant  Holder has been advised or is aware of the
provisions of Rule 144 promulgated  under the 1933 Act as in effect from time to
time,  which permits limited resale of shares  purchased in a private  placement
subject  to the  satisfaction  of certain  conditions,  including,  among  other
things:  the  availability  of  certain  current  public  information  about the
Company,  the resale occurring  following the required holding period under Rule
144 and the  number of shares  being  sold  during  any  three-month  period not
exceeding  specified  limitations.  Warrant Holder agrees that he will not sell,
assign or otherwise transfer the Warrants,  or any shares of Common Stock issued
upon exercise thereof, in violation of the 1933 Act.

         (h) Warrant Holder is an "accredited  investor" as such term is defined
in Rule 501 promulgated under the 1933 Act.

                                       10
<PAGE>

         14. Cancellation of Warrant Certificates. If the Company shall purchase
or  acquire  any  Warrant,  the  Warrant  Certificate  or  Warrant  Certificates
evidencing the same shall  thereupon be delivered to the Company and canceled by
it and retired. The Company shall also cancel any Warrant Certificates following
exercise of any of the Warrants Certificates represented thereby or delivered to
it for transfer, split up, combination or exchange.

         15.  Modification  of Agreement.  This Agreement shall not be modified,
supplemented or altered in any respect except with the consent in writing of the
Company and the Registered Holders,  other than such changes as are specifically
prescribed by this  Agreement as  originally  executed or are made in compliance
with applicable law.

         16. Notices. All notices,  requests,  consents and other communications
hereunder  shall be in  writing  and  shall be  deemed  to have  been  made when
delivered or mailed first class registered or certified mail, postage prepaid as
follows: if to the Registered Holder of a Warrant Certificate, at the address of
such holder as shown on the books maintained by the Company;  if to the Company,
6805 Route 202,  New Hope,  PA 18938 or such other  address as the  Company  may
specify.

         17. Governing Law. This Agreement shall be governed by and construed in
accordance  with  the  laws of the  State  of  Delaware,  without  reference  to
principles of conflict of laws.

         18. Binding Effect. This Agreement shall be binding on and inure to the
benefit  of the  Company  and  the  Registered  Holders,  and  their  respective
successors  and  assigns,   and  the  holders  from  time  to  time  of  Warrant
Certificates.  Nothing in this  Agreement  is intended or shall be  construed to
confer on any other person any right,  remedy or claim,  in equity or at law, or
to impose on any other person any duty, liability or obligation.

         19.  Termination.  This  Agreement  shall  terminate  at the  close  of
business on the Warrant Expiration Date of all the Warrants or such earlier date
on which all Warrants have been exercised.

         20.   Counterparts.   This   Agreement   may  be  executed  in  several
counterparts, which taken together shall constitute a single document.


                                       11
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first above written.


                                        TALK.COM INC.

                                        By:_____________________________________
                                           Name:
                                           Title:


                                        ________________________________________





                                        AGREED TO AND ACKNOWLEDGED BY:

                                        UNIVERSAL CLAIMS ADMINISTRATOR, INC.


                                        By______________________________________
                                          Name:
                                          Title:




                                       12
<PAGE>

                                    EXHIBIT A

         THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
1933.  SUCH  SECURITIES  MAY NOT BE  SOLD  OR  OFFERED  FOR  SALE,  TRANSFERRED,
HYPOTHECATED OR OTHERWISE  ASSIGNED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION
STATEMENT  WITH  RESPECT  THERETO  UNDER  SUCH  ACT  OR AN  OPINION  OF  COUNSEL
REASONABLY  SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM  REGISTRATION FOR
SUCH SALE, OFFER, TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE UNDER
SUCH ACT.

No. ____                           _________
                         Common Stock Purchase Warrants

                           VOID AFTER AUGUST __, 2005

         STOCK PURCHASE WARRANT CERTIFICATE FOR PURCHASE OF COMMON STOCK

                                  TALK.COM INC.

                               THIS CERTIFIES THAT

         FOR VALUE  RECEIVED  ________ or  registered  assigns (the  "Registered
Holder")  is  the  owner  of  the  number  of  Common  Stock  Purchase  Warrants
("Warrants")  specified above.  Each Warrant  initially  entitles the Registered
Holder  to  purchase,  subject  to the terms  and  conditions  set forth in this
Certificate and the Warrant Agreement (as hereinafter  defined),  one fully paid
and  non-assessable  share of Common Stock, $.01 par value ("Common Stock"),  of
TALK.COM INC., a Delaware  corporation (the "Company"),  at any time between the
Initial   Exercise  Date  (as  herein  defined)  and  the  Expiration  Date  (as
hereinafter  defined),  on  the  presentation  and  surrender  of  this  Warrant
Certificate with the Subscription  Form on the reverse hereof duly executed,  at
the corporate  office of the Company,  accompanied by payment of _______ Dollars
and ________ Cents ($____) per share of Common Stock, subject to adjustment from
time to time  pursuant to the terms and  provisions  of Section 8 of the Warrant
Agreement in lawful money of the United States of America in cash or by official
bank or certified check made payable to TALK.COM INC.

         This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are  subject in all  respects  to the terms and  conditions  set
forth in the Warrant  Agreement (the "Warrant  Agreement") dated August 9, 2000,
by and between the Company and the Registered  Holder.  Terms not defined herein
shall have the meanings assigned to them in the Warrant Agreement.

         In the  event of  certain  contingencies  provided  for in the  Warrant
Agreement,  the  Purchase  Price  and/or  the  number of shares of Common  Stock
subject to  purchase  on the  exercise of each  Warrant  represented  hereby are
subject to modification or adjustment.

                                      B-1
<PAGE>

         Each Warrant  represented  hereby is  exercisable  at the option of the
Registered  Holder,  but no fractional shares of Common Stock will be issued. In
the case of the exercise of less than all the Warrants  represented  hereby, the
Company shall cancel this Warrant  Certificate on the surrender hereof and shall
execute and deliver a new Warrant  Certificate or Warrant  Certificates  of like
tenor,  which the  Warrant  Agent  shall  countersign,  for the  balance of such
Warrants.

         The term "Initial Exercise Date" shall mean as of the date hereof.

         The term  "Expiration  Date"  shall  mean 5:00 p.m.  (New York time) on
August __, 2005, or such earlier date as the Warrants shall be redeemed. If such
date shall in the State of New York be a holiday or a day on which the banks are
authorized  to close,  then the  Expiration  Date shall mean 5:00 p.m. (New York
time) the next  following day which in the State of New York is not a holiday or
a day on which banks are authorized to close.

         This Warrant  Certificate is  exchangeable,  on the surrender hereof by
the Registered Holder at the corporate office of the Company,  for a new Warrant
Certificate  or  Warrant  Certificates  of  like  tenor  representing  an  equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered  Holder at the
time of such surrender.  Upon due presentment  with any transfer fee in addition
to any tax or other  governmental  charge imposed in connection  therewith,  for
registration  of transfer of this  Warrant  Certificate  at such  office,  a new
Warrant  Certificate or Warrant  Certificates  representing  an equal  aggregate
number of  Warrants  will be  issued to the  transferee  in  exchange  therefor,
subject to the limitations provided in the Warrant Agreement.

         Prior to the exercise of any Warrant represented hereby, the Registered
Holder  shall not be entitled  to any rights of a  stockholder  of the  Company,
including,  without  limitation,  the right to vote or to receive  dividends  or
other  distributions,  and shall not be  entitled  to receive  any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.

         Prior to due presentment for transfer hereof,  the Company may deem and
treat the  Registered  Holder as the  absolute  owner hereof and of each Warrant
represented hereby (notwithstanding any notations of ownership or writing hereon
made by anyone  other than a duly  authorized  officer of the  Company)  for all
purposes and shall not be affected by any notice to the contrary.

         This  Warrant  Certificate  shall  be  governed  by  and  construed  in
accordance with the laws of the State of Delaware.


                                      B-2
<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly  executed,  manually  or in  facsimile  by its  officer  thereunto  duly
authorized and a facsimile of its corporate seal to be imprinted hereon.

                                        TALK.COM INC.

                                        By:_____________________________________
                                             Name:
                                             Title:


Date:_________________________________



[Seal]

                                      B-3
<PAGE>


                                SUBSCRIPTION FORM

     (To Be Executed by the Registered Holder in Order to Exercise Warrants)

                           --------------------------

   THE UNDERSIGNED  REGISTERED  HOLDER hereby elects to exercise Warrants
   of TALK.COM  INC.  represented  by this  Warrant  Certificate,  and to
   purchase the securities issuable on the exercise of such Warrants, and
   requests that  certificates for such securities shall be issued in the
   name of:

                   ------------------------------------------

        whose taxpayer identification number is: ________________________

   and be delivered to:

                   ------------------------------------------

                   ------------------------------------------

                   ------------------------------------------

                   ------------------------------------------
                     (please print or type name and address)

and if such number of Warrants  shall not be all the Warrants  evidenced by this
Warrant  Certificate,  that a new  Warrant  Certificate  for the balance of such
Warrants be registered in the name of, and delivered to, the  Registered  Holder
at the address stated below:

                   ------------------------------------------

                   ------------------------------------------

                   ------------------------------------------
                                    (Address)

                           ---------------------------
                                     (Date)

                           ---------------------------
                        (Taxpayer Identification Number)


                           ---------------------------
                                   (Signature)

                              SIGNATURE GUARANTEED

                           ---------------------------

         (Bank or trust company having an office or correspondent in the
           United States or a broker or dealer which is a member of a
          registered securities exchange or the National Association of
                            Securities Dealers, Inc.)

                                      B-4
<PAGE>


                                   ASSIGNMENT

     (To Be Executed by the Registered Holder in Order to Assign Warrants)

                           ---------------------------

 FOR VALUE RECEIVED, the Undersigned Registered Holder hereby sells, assigns and
 transfers unto

                   ------------------------------------------
                                  (insert name)

whose taxpayer identification or other identifying number is: ______________ and
 whose address is:

                   ------------------------------------------

                   ------------------------------------------

                   ------------------------------------------

                   ------------------------------------------
                         (please print or type address)

the following  number of the Warrants  represented by this Warrant  Certificate:
___________________,   and   hereby   irrevocably   constitutes   and   appoints
___________________  Attorney to transfer this Warrant  Certificate on the books
of the Company, with full power of substitution in the premises.

                           ---------------------------
                                     (Date)

                           ---------------------------
                                   (Signature)

                              SIGNATURE GUARANTEED

                   ------------------------------------------
         (Bank or trust company having an office or correspondent in the
           United States or a broker or dealer which is a member of a
          registered securities exchange or the National Association of
                            Securities Dealers, Inc.)

                                      B-5