As of February __, 1999

Mr. Emmanuel 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 15, 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.   Except as  specifically  provided in paragraphs 4 and 5 of this letter
          agreement and except for your entitlement,  if any, to indemnification
          and  reimbursement  by Company or Holdings  arising out of your having
          been an officer or director thereof, provided that you hereby agree to
          cooperate with Company or Holdings to the extent reasonably  requested
          by Company or  Holdings  in any  proceeding  that may give rise to any
          such  indemnification,  neither you nor your  estate or  beneficiaries
          shall be entitled to any other payments, compensation,  perquisites or
          other  benefits,  from Company or Holdings or any subsidiary  thereof,
          under or by reason of the  Employment  Agreement or otherwise  and all
          such other payments,  compensation,  perquisites or other benefits are
          hereby  expressly  waived by you (for yourself and for your estate and
          your  beneficiaries).  Company  shall  withhold any state,  federal or
          other taxes that it may be required to withhold  from or with  respect
          to any such payments, compensation, perquisites or other benefits.

     3.   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 ______ __, 1999. Furthermore, you agree
          that you will, prior


<PAGE>



          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.

     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.

     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:
                                                        ------------------------
                                                        Name
                                                        Title


                                                     Tel-Save.com, Inc.

                                                     By:
                                                        ------------------------
                                                        Name
                                                        Title

Accepted and agreed as of the date first above written:


---------------------------------
Emmanuel DeMaio