EXHIBIT 10.39

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT  ("Agreement") is made and entered into as of
the 14th day of  October,  1999 among  Talk.com  Inc.,  a  Delaware  corporation
("Talk.com") and Talk.com Holding Corp., a Pennsylvania corporation and a wholly
owned   subsidiary  of  Talk.com  Inc.  (the   "Company")  and  Janet  Kirschner
("Employee").


         WHEREAS,  Talk.com and Company desires to employ Employee as Controller
of Talk.com  and the  Company  and in certain  other  capacities,  and  Employee
desires to be employed by Talk.com and Company; and

         WHEREAS,  Talk.com and Company and  Employee  desire to enter into this
Agreement that sets forth the terms and conditions of said employment.

         NOW THEREFORE, in consideration of the foregoing,  the mutual covenants
set forth  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which is hereby  acknowledged,  the  undersigned  hereby agree as
follows:

         1. Employment.  Company agrees to employ Employee, and Employee accepts
such  employment  and agrees to serve  Company,  on the terms and conditions set
forth  herein.  Except as otherwise  specifically  provided  herein,  Employee's
employment shall be subject to the employment  policies and practices of Company
in effect from time to time during the term of Employee's  employment  hereunder
(including,   without  limitation,   its  practices  as  to  tax  reporting  and
withholding).

         2. Term of Agreement. The term of Employee's employment hereunder shall
commence on November 15, 1999 (the  "Commencement  Date") and shall  continue in
effect for a period of five years  thereafter,  except as  hereinafter  provided
(the "Term").  Employee  agrees to and shall  present  herself at the offices of
Company in New Hope,  Pennsylvania  prepared to commence  performing  her duties
hereunder on or before the Commencement Date.

         3.       Positions and Duties.

         3.1 Officer  Positions.  Except as may otherwise be agreed upon between
Company  and  Employee,  Employee  shall  perform  such  duties  and  have  such
responsibilities  as  Controller  and such  other  duties  and  responsibilities
consistent with the foregoing duties and  responsibilities  as may be reasonably
assigned or  delegated  to him from time to time by  Company's  Chief  Executive
Officer or  Company's  Board of  Directors  (the  "Board"),  including,  without
limitation,  service as an employee,  officer or director of affiliates (as that
term is defined in Rule 405 under the  Securities  Act of 1933,  as amended (the
"Act")) (hereinafter, "Affiliates") of Company, without additional compensation.
References  in this  Agreement to  Employee's  employment  with Company shall be
deemed  to refer to  employment  with  Company  and/or,  as the case may be,  an
Affiliate,  as the  context  requires.  Employee  shall  perform  her duties and
responsibilities  to  the  best  of  her  abilities  hereunder  in  a  diligent,
trustworthy,   businesslike   and  efficient   manner.   Employee  shall  devote
substantially all of her working time and efforts to the business and affairs of
Company;  provided,  however,  that  nothing in this  Agreement  shall  preclude
Employee from (a) engaging in charitable  activities and community affairs,  and
(b) managing her personal investments and affairs (subject to the limitations in
Section 10 hereof.





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         4.       Compensation and Related Matters.

         4.1 Base Salary. During the Term, Company shall pay to Employee a base
salary  ("Base  Salary")  at the  rate of One  Hundred  Fifty  Thousand  Dollars
($150,000)  per year,  which Base Salary shall be paid to Employee in accordance
with Company's usual and customary payroll practices.

         4.2  Benefit  Plans and  Arrangements.  Employee  shall be  entitled to
participate in and to receive  benefits under Company's  employee  benefit plans
and  arrangements  (including,  but not  limited  to,  bonus  plans) as are made
available to the Company's  senior  executive  officers  during the Term,  which
employee  benefit plans and arrangements may be altered from time to time at the
discretion of the Board (the "Benefits").  Employee acknowledges and agrees that
bonuses,  annual or otherwise,  are performance based and discretionary with the
Board of Directors or a Committee thereof.

         4.3  Perquisites.  During  the  Term,  Employee  shall be  entitled  to
receive  fringe  benefits as are made  available to Company's  senior  executive
officers.

         4.4  Expenses.  Company  shall  promptly  reimburse  Employee  for  all
out-of-pocket  expenses related to Company's  business that are actually paid or
incurred by him in the performance of her services under this Agreement and that
are incurred,  reported and documented in accordance with Company's policies. In
addition,  during the Term,  Company will provide Employee with an automobile or
an  automobile  allowance,  as  Company  shall  determine,  and if  the  Company
determines  to provide  Employee  with an  automobile,  Company  shall keep such
automobile  fully insured in accordance  with Company's  practices for similarly
situated employees.

         4.5  Stock Options.

                  (a) Grant of Options.  Effective on the date hereof,  Employee
shall be granted an award of an option to purchase  150,000 shares of the Common
Stock  (the  "Option")  in  accordance  with  the  stock  option   agreement  in
substantially in the form thereof attached hereto as Exhibit A. The Option shall
have an exercise price equal to $11 1/8, which is equal to the fair market value
(as defined below) of the Common Stock on the date hereof. The Option expires on
the tenth anniversary of the date hereof and shall vest and become  exercisable,
subject to accelerated  vesting in the event of a Change in Control  (defined as
provided below) of Company in installments, as follows: (i) options with respect
to 50,000 shares of Common Stock shall vest and become  exercisable on the first
anniversary  of the date hereof;  (ii) options with respect to 50,000  shares of
Common Stock shall vest and become  exercisable on the second anniversary of the
date hereof and (iii)  options  with  respect to 50,000  shares of Common  Stock
shall vest and become  exercisable on the third  anniversary of the date hereof.
In the event of a Change in Control of Company,  all of the options issued under
the Option which are not then vested and exercisable  shall  immediately  become
vested and  exercisable.  The fair market  value of Common Stock for purposes of
this Agreement  shall mean the last reported sale price of a share of the Common
Stock on the Nasdaq National Market System  preceding the date in question or if
no sale took place on such day,  such last  reported sale price on the then next
preceding  date  on  which  such  sale  took  place.  For the  purposes  of this
Agreement, a "Change of Control" shall be deemed to have occurred if:


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                           (i)      any  Person (as  defined in Section  3(a)(9)
                                    under the  Securities  Exchange Act of 1934,
                                    as amended (the "Exchange Act")), other than
                                    the Company,  becomes the  Beneficial  Owner
                                    (as defined in Rule 13d-3 under the Exchange
                                    Act; provided, that a Person shall be deemed
                                    to be the  Beneficial  Owner  of all  shares
                                    that  any  such  Person  has  the  right  to
                                    acquire   pursuant  to  any   agreement   or
                                    arrangement  or upon  exercise of conversion
                                    rights,  warrants,   options  or  otherwise,
                                    without regard to the 60 day period referred
                                    to in Rule 13d-3  under the  Exchange  Act),
                                    directly or indirectly, of securities of the
                                    Company or any  Significant  Subsidiary  (as
                                    defined below)  representing  50% or more of
                                    the combined  voting power of the Company's,
                                    or such  subsidiary's,  as the  case may be,
                                    then outstanding securities;

                           (ii)     during any period of two years,  individuals
                                    who  at  the   beginning   of  such   period
                                    constitute  the Board  and any new  director
                                    (other  than  a  director  designated  by  a
                                    person  who has  entered  into an  agreement
                                    with the  Company  to  effect a  transaction
                                    described in clauses (i),  (iii), or (iv) of
                                    this  Section  2(a))  whose  election by the
                                    Board  or   nomination   for   election   by
                                    stockholders  was  approved  by a vote of at
                                    least two-thirds (2/3) of the directors then
                                    still in office who either were directors at
                                    the  beginning  of the  two-year  period  or
                                    whose  election or  nomination  for election
                                    was  previously  so approved,  but excluding
                                    for this purpose any such new director whose
                                    initial  assumption  of  office  occurs as a
                                    result of  either  an  actual or  threatened
                                    election   contest   or  other   actual   or
                                    threatened   solicitation   of   proxies  or
                                    consents  by or on behalf of an  individual,
                                    corporation, partnership, group, association
                                    or other entity other than the Board,  cease
                                    for any  reason  to  constitute  at  least a
                                    majority  of  the  Board  of  either  or the
                                    Company or a Significant Subsidiary;


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                           (iii)    the    consummation    of   a   merger    or
                                    consolidation   of   the   Company   or  any
                                    subsidiary of the Company owning directly or
                                    indirectly all or  substantially  all of the
                                    consolidated   assets  of  the   Company  (a
                                    "Significant  Subsidiary")  with  any  other
                                    entity, other than a merger or consolidation
                                    which would result in the voting  securities
                                    of the Company or a  Significant  Subsidiary
                                    outstanding    immediately   prior   thereto
                                    continuing  to  represent  more  than  fifty
                                    percent  (50%) of the combined  voting power
                                    of  the   surviving  or   resulting   entity
                                    outstanding immediately after such merger or
                                    consolidation;

                           (v)      (iv) the shareholders of the Company approve
                                    a  plan  or   agreement   for  the  sale  or
                                    disposition  of fifty  percent (50%) or more
                                    of the consolidated assets of the Company in
                                    which  case the Board  shall  determine  the
                                    effective  date  of the  Change  of  Control
                                    resulting therefrom; and


                           (vi)     any  other  event  occurs  which  the  Board
                                    determines,   in   its   discretion,   would
                                    materially   alter,  the  structure  of  the
                                    Company or its ownership.



                  (b)  Registration  Statement.   Company  will  file  with  the
Securities  and  Exchange   Commission  and  any  applicable   state  securities
regulatory  authorities  a  Registration  Statement  on the  applicable  form to
register the resale of the Award and Form S-8 (or if unavailable, a registration
statement  on Form S-3) to register  the shares  issuable  upon  exercise of the
Option under the Act and any applicable  state  securities or "Blue Sky" laws as
soon as  practicable  after  the date  hereof.  Notwithstanding  the  foregoing,
Company shall be entitled to postpone for a reasonable period of time the filing
or the effectiveness of such registration statement if the Board shall determine
in good faith that such filing or effectiveness would be materially  detrimental
to the Company's business interests.

         4.6  Bonuses.  Company shall pay Employee on January 3, 2000 the sum of
Seventy-Five Thousand Dollars ($75,000).

         5.   Termination.  The Term of Employee's  employment  hereunder may be
terminated under the following circumstances:


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<PAGE>


         5.1  Death. The Term of Employee's employment hereunder shall terminate
upon her death.

         5.2  Disability.  If Employee becomes  physically or mentally  disabled
during the term hereof so that he is unable to perform services  required of him
pursuant to this Agreement for an aggregate of six (6) months in any twelve (12)
month period (a `Disability"),  Company, at its option, may terminate Employee's
employment hereunder.

         5.3  Cause.  Upon  written  notice,  Company may  terminate  Employee's
employment  hereunder  for  Cause  (as  defined  below).  For  purposes  of this
Agreement,  Company  shall  have  "Cause"  to  terminate  Employee's  employment
hereunder  upon (a) a material  breach by Employee of any material  provision of
this  Agreement,   (b)  willful   misconduct  by  Employee  in  connection  with
misappropriating  any funds or property of Company, (c) attempting to obtain any
personal  profit from any  transaction in which Employee has an interest that is
adverse to the interests of Company without prior written  disclosure thereof to
the Board or (d)  Employee's  gross  neglect  in the  performance  of the duties
required to be performed by Employee under this Agreement.

         5.4  By Employee. Employee may terminate her employment hereunder:

                  (a) Upon sixty (60) days'  prior  written  notice to  Company,
provided that, upon the giving of such notice by Employee, Company may establish
an earlier date for such termination under this Section 5.4 (a).

                  (b) For Good Reason (as defined  below)  immediately  and with
notice to Company.  "Good Reason" for termination by Employee shall include, but
is not limited to, the following:

                           (i)      Material  breach  of any  provision  of this
                                    Agreement by Company, which breach shall not
                                    have been  cured by  Company  within  thirty
                                    (30) days of receipt  of  written  notice of
                                    said material breach;

                           (ii)     Failure by Company to maintain Employee in a
                                    position  commensurate with that referred to
                                    in Section 3 of this Agreement; or

                           (iii)    The  assignment  to  Employee  of any duties
                                    inconsistent   with   Employee's   position,
                                    authority,  duties  or  responsibilities  as
                                    contemplated  by  Section  3  hereof  or any
                                    other  action by Company  that  results in a
                                    diminution  of  such  position,   authority,
                                    duties or responsibilities.

         5.5   Without  Cause.  Company  may  otherwise  terminate  the  Term of
Employee's employment at any time upon written notice to Employee.


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<PAGE>


         6.    Compensation  In the  Event of  Termination.  In the  event  that
Employee's employment hereunder terminates prior to the end of the Term, Company
shall make payments to Employee as set forth below:

         6.1   By Employee for Good Reason;  By Company  Without  Cause.  In the
event that  Employee's  employment  hereunder is terminated  by Company  without
Cause or by Employee for Good Reason, then the Company shall (a) pay to Employee
all amounts due to Employee pursuant to any bonus that was due to Employee as of
the  date of such  termination,  pursuant  to the  terms  of such  bonus (a "Due
Bonus"),  (b)  continue to pay to Employee the Base Salary and Benefits to which
Employee would be entitled  hereunder in the manner  provided for herein for the
period of time ending on the  earlier of the date when the Term would  otherwise
have expired in accordance  with Section 2 hereof and the second  anniversary of
the date of such termination,  (c) reimburse Employee for expenses that may have
been  incurred,  but  which  have not been  paid as of the date of  termination,
subject to the  requirements  of Section 4.4 hereof and (d) one hundred  percent
(100%)  of the  outstanding  stock  options  granted  to the  Employee  that are
unvested shall immediately vest and become exercisable.

         6.2   By Company for Cause;  By Employee  Without Good  Reason.  In the
event that Company shall  terminate  Employee's  employment  hereunder for Cause
pursuant  to Section  5.3 hereof or  Employee  shall  terminate  her  employment
hereunder  without Good Reason,  all compensation and Benefits,  as specified in
Section 4 of this Agreement,  theretofore  payable or provided to Employee shall
cease to be payable or provided,  except for any Due Bonus and any Benefits that
may have  been due and  payable  but that  have not been  paid as of the date of
termination and reimbursement of expenses that may have been incurred, but which
have not been paid as of the date of termination, subject to the requirements of
Section 4.4 hereof.

         6.3  Death.  In the event of  Employee's  death,  Company  shall not be
obligated to pay Employee or her estate or beneficiaries any compensation except
for (a) any Due Bonus or any Benefits  that may have been earned and are due and
payable  as of the date of death,  but which have not been paid as of such date,
(b)  reimbursement  of expenses that may have been incurred,  but which have not
been paid as of the date of death,  subject to the  requirements  of Section 4.4
hereof,  and (c) all  outstanding  stock  options  granted to Employee  that are
unvested shall immediately vest and become  exercisable and Employee's estate or
beneficiaries,  as the case may be, shall have the right to exercise any of such
stock  options  during the period  commencing on the date of death and ending on
the second  anniversary of the date of such  termination or for the remainder of
the  period  set  forth in the  option  agreement  applicable  to the  option in
question (the "Exercise Period'), if less.

         6.4   Disability. In the event of Employee's Disability,  Company shall
not be obligated to pay Employee or her estate or  beneficiaries  any additional
compensation  except  for:  (a) any Due  Bonus and  Benefits  that may have been
earned and are due and payable as of the date of such Disability, but which have
not been paid as of such date, and (b)  reimbursement for expenses that may have
been incurred but which have not been paid as of the date of Disability, subject
to the  requirements of Section 4.4 hereof.  Upon termination due to Disability,
fifty percent (50%) of the  outstanding  stock options  granted to Employee that
are unvested shall  immediately vest and become  exercisable and Employee or her
estate or  beneficiaries,  as the case may be,  shall have the right to exercise
any of such stock options during the period commencing on the date of Disability
and ending on the second  anniversary  of the date of the  Disability or for the
remainder of Exercise Period, if less.


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<PAGE>


         6.5   No  Mitigation.  In the event of any  termination  of  employment
under  Section 5 hereof,  Employee  shall be under no  obligation  to seek other
employment;  provided;  however,  that to the extent that  Employee  does obtain
other  employment   subsequent  to  the  termination  of  Employee's  employment
hereunder,  the  obligations  of  Company to pay  Benefits  (which is defined in
Section 4.2 of this Agreement and the term  "Benefits"  does not include Options
granted  pursuant to Section 4.5 of this  Agreement for purposes of this Section
6.5) under this Agreement from and after the date of  commencement of such other
employment shall terminate.

         7.    Unauthorized  Disclosure.  Employee shall not,  without the prior
written consent of Company, disclose or use in any way, either during Employee's
employment with Company or thereafter,  except as required in the course of such
employment,  any confidential  business or technical information or trade secret
acquired  in the  course of such  employment,  whether  or not  conceived  of or
prepared  by him,  which is related to any service or business of Company or any
Affiliate;  provided,  however,  that  the  foregoing  shall  not  apply  to (a)
information  that is not unique to the Company or that is generally known to the
industry  or the  public  other  than as a result of  Employee's  breach of this
covenant, (b) information known to Employee other than from information provided
by Company or (c)  information  that Employee is required to disclose to, or by,
any governmental or judicial authority; provided, however, if Employee should be
required in the course of judicial or other governmental proceedings to disclose
any  information,  Employee  shall give Company prompt written notice thereof so
that Company may seek an  appropriate  protective  order and/or waive in writing
compliance with the  confidentiality  provisions of this  Agreement.  If, in the
absence of a protective order or the receipt of a waiver by Company, Employee is
compelled  to disclose  information  to, or pursuant to the  requirements  of, a
court or other governmental authority, Employee may disclose such information to
such court or other governmental  authority without liability to any other party
hereto.

         8.    Tangible Items. All files, records,  documents,  manuals,  books,
forms,  reports,   memoranda,   studies,  data,  calculations,   recordings  and
correspondence,  in whatever form they may exist, and all copies,  abstracts and
summaries of the  foregoing  and all physical  items  related to the business of
Company and its  affiliates,  other than  merely  personal  items,  whether of a
public  nature or not,  and whether  prepared by Employee or not,  and which are
received by Employee from, or on behalf of Company or an Affiliate in the course
of her  employment  hereunder  are and shall  remain the  exclusive  property of
Company and any such Affiliate and shall not be removed from the premises of the
Company or such Affiliate,  as the case may be, except as required in the course
of Employee's  employment  hereunder,  without the prior written  consent of the
Company's Chief Executive  Officer or the Board,  and the same shall be promptly
returned by Employee upon the termination of Employee's  employment with Company
or at any time prior thereto upon the request of the Company's  Chief  Executive
Officer or the Board.


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<PAGE>


         9.    Inventions  and  Patents.  Employee  agrees that all  inventions,
innovations,  improvements,  developments, methods, designs, analyses, drawings,
reports, and all similar or related information that relates to Company's actual
or anticipated business, research and development or existing or future products
or services and that are conceived,  developed or made by or at the direction of
Employee  while  Employee  is  employed  by  Company  will be owned by  Company.
Employee  also  agrees to  promptly  perform,  at the  expense of  Company,  all
reasonable  actions  (whether  before,  during or after the Term)  necessary  to
establish and confirm such ownership.

         10.   Certain Restrictive Covenants.  During the Term, and for a period
ending  twelve  (12)  months  after the  earlier of  Employee's  termination  of
employment  hereunder,  Employee agrees that he will not act, either directly or
indirectly, as a partner, officer, director,  substantial stockholder (an equity
interest of 5% or more) or  employee  of, or render  advisory or other  services
for, or in connection  with, or become  interested  in, or make any  substantial
financial  investment  in any firm,  corporation,  business  entity or  business
enterprise that is a provider of  telecommunication  services that competes with
Employer (each, a "Competitor"),  except with the express written consent of the
Board which shall not be unreasonably withheld.  Employee further agrees that in
the event of the  termination  of her employment  under Section 5 hereof,  for a
period of twelve (12) months  thereafter,  she will not, directly or indirectly,
employ,  offer to employ, or actively interfere with the relationship of Company
or an Affiliate with, any employee of Company or any employee of any Affiliate.

         11.   Employee   Representations   and   Covenants.   Employee   hereby
represents,  warrants and covenants to Company that (a) the execution,  delivery
and  performance  of this  Agreement by Employee  does not and will not conflict
with, breach,  violate or cause a default under any employment,  non-competition
or confidentiality contract or agreement,  instrument; order, judgment or decree
to  which  Employee  is a party  or by  which  he is  bound;  (b)  Employee,  in
performing this Agreement and the duties of Employee's  employment with Company,
will not  disclose or utilize  any trade  secrets of a former  employer,  unless
Employee has first obtained express written  authorization  from any such former
employer for their disclosure or use; (c) Employee has not brought, and will not
bring to Company,  any documents,  records,  information or other materials of a
former employer that are not generally available to the public,  unless Employee
has first obtained express written  authorization  from any such former employer
for their  possession  and use; and (d) upon the  execution and delivery of this
Agreement by Company,  this Agreement shall be the valid and binding  obligation
of Employee,  enforceable  in accordance  with its terms,  subject to applicable
bankruptcy,  insolvency  and  similar  laws  affecting  the rights of  creditors
generally.

         12.   Company Representations. Company represents and warrants (a) that
it is duly  authorized  and  empowered  to enter  into this  Agreement,  (b) the
execution,  delivery and  performance  of this Agreement by Company does not and
will not conflict with,  breach,  violate or cause a default under any contract,
agreement,  instrument, order, judgment or decree to which Company is a party or
by which it is bound,  and (c) upon the execution and delivery of this Agreement
by  Employee,  this  Agreement  shall be the valid  and  binding  obligation  of
Company,  enforceable  in  accordance  with its  terms,  subject  to  applicable
bankruptcy,  insolvency  and  similar  laws  affecting  the  rights of  creditor
generally.

         13.   Indemnification.  Prior to the  Commencement  Date,  Company  and
Employee  shall  enter  into an  indemnification  agreement  in a form  mutually
acceptable  to Company and Employee and  containing  terms no less  favorable to
Employee  than those  contained  in any  indemnification  or  similar  agreement
currently in effect between Company and any of its officers.

         14.  Remedies.   Employee   acknowledges   that  the  restrictions  and
agreements  contained in this  Agreement are reasonable and necessary to protect
the  legitimate  interests of Company,  and that any violation of this Agreement
will cause  substantial  and  irreparable  injury to  Company  that would not be
quantifiable and for which no adequate remedy would exist at law and agrees that
injunctive  relief,  in  addition  to all  other  remedies,  shall be  available
therefor.

         15.  Effect of  Agreement  on Other  Benefits.  Except as  specifically
provided  in this  Agreement,  the  existence  of this  Agreement  shall  not be
interpreted to preclude,  prohibit or restrict  Employee's  participation in any
other  employee  benefit  plan or other plans or programs  provided to officers,
directors or employees of Company.


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         16.  Rights  of  Employee's   Estate.  If  Employee  dies  prior to the
payment of all amounts  due and owing to him under the terms of this  Agreement,
such amounts shall be paid to such  beneficiary or beneficiaries as Employee may
have last  designated  in writing  filed with the  Secretary  of Company  or, if
Employee  has  made no  beneficiary  designation,  to  Employee's  estate.  Such
designated beneficiary or the executor of Employee's estate, as the case may be,
may exercise all of Employee's rights hereunder.  If any beneficiary  designated
by Employee shall predecease Employee, the designation of such beneficiary shall
be deemed  revoked,  and any  amounts  which  would  have been  payable  to such
beneficiary shall be paid to Employee's  estate.  If any designated  beneficiary
survives  Employee,  but dies before payment of all amounts due hereunder,  such
payments  shall,  unless  Employee  has  designated  otherwise,  be made to such
beneficiary's estate. In the event of Employee's death or judicial determination
of her  incompetence,  reference in this  Agreement to Employee  shall be deemed
where  appropriate,  to  refer  to  her  beneficiary,   estate  or  other  legal
representative.

         17.  Severability.  It is the intent and  understanding  of the parties
hereto that if, in any action  before any court or other  tribunal of  competent
jurisdiction legally empowered to enforce this Agreement, any term, restriction,
covenant,  or  promise  is  held  to  be  unenforceable  as a  result  of  being
unreasonable or for any other reason, then such term, restriction,  covenant, or
promise shall not thereby be terminated,  but, that it shall be deemed  modified
to the extent  necessary to make it  enforceable by such court or other tribunal
and,  if it cannot be so  modified,  that it shall be deemed  amended  to delete
therefrom such provision or portion  adjudicated to be invalid or unenforceable,
and this agreement shall be deemed to be in full force and effect as so modified
and such modification or amendment in any event shall apply only with respect to
the operation of this  Agreement in the  particular  jurisdiction  in which such
adjudication is made.

         18. Notices.  Any notices or demands given in connection herewith shall
be in  writing  and  deemed  given when (a)  personally  delivered,  (b) sent by
facsimile  transmission  to a number  provided in writing by the addressee and a
confirmation  of the  transmission is received by the sender or (c) two (2) days
after being deposited for delivery with a recognized overnight courier,  such as
Federal  Express,  and  addressed or sent, as the case may be, to the address or
facsimile number set forth below or to such other address or facsimile number as
such party may in writing designate:

         If to Employee:   Janet Kirschner

         If to Company:    Talk.com Inc.
                           12020 Sunrise Valley Drive
                           Suite 250
                           Reston, VA  20190
                           Attn: General Counsel
                           Fax No.: (703) 391-7525

Either  party may change its address for notices by written  notice to the other
party in accordance with this Section 17.

         19. Waiver.  No provision of this Agreement may be modified,  waived or
discharged  unless such  waiver,  modification  or  discharge  is agreed to in a
writing  executed by Employee and Company.  No waiver by any party hereto at any
time of any breach by another party hereto of, or compliance with, any condition
or  provision  of this  Agreement  to be  performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time.

         20.   Governing  Law. The validity,  interpretation,  construction  and
performance  of this  Agreement  shall be governed  by the laws of  Pennsylvania
relating to contracts made and to be performed entirely therein.

         21.   Headings.  The  headings  in  this  Agreement  are  inserted  for
convenience  only and shall have no significance in the  interpretation  of this
Agreement.

         22.   Successors.   Company  may  not  assign  any  of  its  rights  or
obligations under this Agreement hereunder.  Employee may assign her rights, but
not her  obligations,  hereunder and all of Employee's  rights  hereunder  shall
inure to the benefit of his estate, personal representatives, designees or other
legal representatives. All of the rights of Company hereunder shall inure to the
benefit of, and be enforceable by the successors of Company. Any person, firm or
corporation  succeeding  to  the  business  of  Company  by  merger,   purchase,
consolidation  or otherwise  shall be deemed to have assumed the  obligations of
Company hereunder;  provided, however, that Company shall,  notwithstanding such
assumption  by a successor,  remain  primarily  liable and  responsible  for the
fulfillment of its obligations under this Agreement.

         23.   Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

         24.   Certain Words.  As used in this  Agreement,  the words  "herein,"
"hereunder,"  "hereof"  and  similar  words  shall  be  deemed  to refer to this
Agreement in its entirety, and not to any particular provision of this Agreement
unless the context clearly requires otherwise.


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<PAGE>



         IN  WITNESS  WHEREOF,  each of the  parties  hereto has  executed  this
Agreement as of the day and year first written above.


Talk.com Inc.                                         Talk.com Holding Corp.



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




-----------------------------
Janet Kirscherner


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