EXHIBIT 10.50


                               TEL-SAVE.COM, INC.

                            INDEMNIFICATION AGREEMENT

          This Indemnification  Agreement ("Agreement") is made as of January 5,
1999, by and between Tel-Save.com, Inc., a Delaware corporation (the "Company"),
and ___________________________ ("Indemnitee").

          WHEREAS,  pursuant to that certain  employment  agreement  between the
Company and  Indemnitee  dated  December 18, 1998 (the  "Employment  Agreement")
Indemnitee  will  commence  service,  on or prior to January 4, 1999 Senior Vice
President, Network Management of the Company and will perform a valuable service
in such capacity for the Company; and

          WHEREAS,  the Company  desires to attract  and retain the  services of
highly qualified individuals,  such as Indemnitee,  to serve the Company and, in
order to induce Indemnitee to enter into the Employment  Agreement,  the Company
agreed  to  enter  into  an  agreement   with   Indemnitee   providing  for  the
indemnification of Indemnitee as provided herein.

          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.   Indemnification.

          (a)  Indemnification  of Indemnitee.  The Company shall  indemnify and
hold harmless  Indemnitee to the fullest  extent  permitted by law if Indemnitee
was or is or  becomes a party  to, or  witness  or other  participant  in, or is
threatened  to be made a party to,  or  witness  or other  participant  in,  any
threatened, pending or completed action, suit, proceeding or alternative dispute
resolution mechanism,  or any hearing,  inquiry or investigation that Indemnitee
in good faith believes might lead to the  institution of any such action,  suit,
proceeding or alternative dispute resolution mechanism, whether civil, criminal,
administrative,  investigative or other (collectively, hereinafter a "Claim") by
reason  of,  or  arising  in whole or in part out of,  any  event or  occurrence
related to the fact that  Indemnitee  is or was a  director,  officer,  manager,
employee, agent, representative or fiduciary of the Company, a subsidiary of the
Company  (a  "Subsidiary")  or an  affiliate  (as  defined in Rule 405 under the
Securities  Act of 1933, as amended) of the Company (an  "Affiliate"),  or is or
was serving at the request of the Company or any  Subsidiary  or  Affiliate as a
director,  officer,  manager,  employee,  agent,  representative or fiduciary of
another  corporation,  limited liability  company,  partnership,  joint venture,
employee  benefit plan,  trust or other entity or enterprise  (collectively,  an
"Other  Entity"),  or by  reason  of any  action  or  inaction  on the  part  of
Indemnitee while serving in any of such capacities,  whether or not the basis of
the Claim is an alleged action in an official  capacity as a director,  officer,
manager,  employee,  agent,  representative or fiduciary of the Company,  or any
Subsidiary,   Affiliate  or  Other  Entity  (any  of  the  foregoing  capacities
referenced in this Section 1(a), an "Indemnified Capacity"), against any and all
costs,  expenses and other amounts actually and reasonably  incurred and/or,  as
the case may be, paid (including,  without  limitation,  attorneys' fees and all
other  costs,  expenses and  obligations  actually  and  reasonably  incurred in
connection  with


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investigating,  defending,  being a witness in, or  otherwise  participating  in
(including  on appeal),  or preparing  to defend,  any Claim),  and  judgements,
fines, penalties and amounts paid in connection with the settlement of any Claim
and any federal,  state,  local or foreign taxes imposed on the  Indemnitee as a
result of the actual or deemed  receipt of any  payments  under this  Agreement,
including  all  interest,  assessments  and other charges paid or payable by the
Indemnitee  in connection  with or in respect of such costs,  expenses and other
amounts (collectively, hereinafter, the "Expenses"). Without limiting the rights
of Indemnitee under Section 2(a) below, the payment of Expenses actually paid by
Employee shall be made by the Company as soon as  practicable,  but in any event
no later than thirty (30) days after written  demand by  Indemnitee  therefor is
presented to the Company.  Any event giving use to the right of Indemnitee to be
indemnified hereinafter is referred to herein as an "Indemnifiable Event."

          (b)  Reviewing   Party.   Notwithstanding   the  foregoing,   (i)  the
obligations  of the Company  under  Section  1(a) hereof shall be subject to the
condition  that the  Reviewing  Party (as defined in Section 10(e) hereof) shall
not have determined (in a written opinion,  in any case in which the Independent
Legal Counsel (as defined in Section 10(d) hereof) is involved) that  Indemnitee
would not be  permitted to be  indemnified  under  applicable  law, and (ii) the
obligation  of the Company to make an advance  payment of Expenses to Indemnitee
pursuant to Section 2(a) hereof (an "Expense  Advance")  shall be subject to the
condition that, if, when and to the extent that the Reviewing  Party  determines
that  Indemnitee  would not be permitted to be so indemnified  under  applicable
law, the Company shall be entitled to be  reimbursed  by Indemnitee  (who hereby
agrees to so  reimburse  the Company)  for all such  amounts  theretofore  paid;
provided,  however,  that if Indemnitee  has  commenced or thereafter  commences
legal proceedings in a court of competent jurisdiction to secure a determination
that Indemnitee  could be indemnified  under  applicable law, any  determination
made by the  Reviewing  Party  that  Indemnitee  would  not be  permitted  to be
indemnified  under  applicable law shall not be binding and Indemnitee shall not
be required to  reimburse  the  Company  for any Expense  Advance  until a final
judicial  determination  is made with respect thereto (as to which all rights of
appeal  therefrom  have been  exhausted or lapsed).  Indemnitee's  obligation to
reimburse the Company for any Expense Advance shall be unsecured and no interest
shall be charged thereon.  If there has not been a Change in Control (as defined
in Section 10(c)  hereof),  the Reviewing  Party shall be selected by members of
the Board of  Directors  who are not or were not, as the case may be, a party or
parties, as the case may be, to the Claim in respect of which indemnification is
sought,  and if there  has been a Change  in  Control  (other  than a Change  in
Control  which  has  been  approved  by a  majority  of the  Company's  Board of
Directors who were directors  immediately prior to such Change in Control),  the
Reviewing Party shall be the Independent  Legal Counsel.  If, within thirty (30)
days after the Company's  receipt of written  notice from  Indemnitee  demanding
such  indemnification  (the "30-Day  Period") (i) the Reviewing Party determines
that Indemnitee  substantively would not be permitted to be indemnified in whole
or in part under  applicable  law or makes no  determination  in that regard or,
(ii) Indemnitee shall not have received full  indemnification  from the Company,
Indemnitee shall have the right to commence  litigation  seeking a determination
by a court of competent  jurisdiction  as to the  propriety  of  indemnification
under the circumstances  involved or challenging any such determination (or lack
thereof) by the Reviewing  Party or any aspect  thereof,  including the legal or
factual  bases  therefor or the failure of the  Company to fully  indemnify  the
Indemnitee,  and the Company hereby consents to service of process and to appear
in any such  proceeding and hereby appoints the Secretary of the Company (or, if
such office is not filled at a time in question,  any Assistant



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Secretary of the Company or, if such office is not filled at a time in question,
any Vice President of the Company - each, a "Service Receiver") as its agent for
such service of process.  Any determination by the Reviewing Party not otherwise
so challenged shall be conclusive and binding on the Company and Indemnitee.

          (c) Change in Control. The Company agrees that if there is a Change in
Control (other than a Change in Control which has been approved by a majority of
the Company's  Board of Directors who were directors  immediately  prior to such
Change in  Control),  then,  with  respect  to all  matters  thereafter  arising
concerning the rights of Indemnitee to payments of Expenses and Expense Advances
under this Agreement or any other  agreement or under the Company's  Certificate
of Incorporation or Bylaws as now or hereafter in effect, the Company shall seek
legal advice only from the Independent Legal Counsel. Such counsel,  among other
things,  shall render its written  opinion to the Company and  Indemnitee  as to
whether and to what extent Indemnitee would be permitted to be indemnified under
applicable law. The Company agrees to pay the reasonable fees of the Independent
Legal Counsel  referred to above and to fully indemnify such counsel against any
and all expenses (including  attorneys' fees),  claims,  liabilities and damages
arising out of or relating to this Agreement or its engagement pursuant hereto.

          (d) Mandatory Payment of Expenses. Notwithstanding any other provision
of this  Agreement,  to the extent that  Indemnitee  has been  successful on the
merits or otherwise,  including,  without limitation, the dismissal of an action
without prejudice, in connection with any Claim, Indemnitee shall be indemnified
against  all  Expenses  actually  and  reasonably   incurred  by  Indemnitee  in
connection therewith.

     2.   Expenses; Indemnification Procedure.

          (a)  Advancement  of Expenses.  The Company shall advance all Expenses
incurred  by  Indemnitee  so that  the  Company,  and not  Indemnitee,  shall be
obligated  to pay such  incurred  Expenses.  The advances of Expenses to be made
hereunder shall be paid by the Company to Indemnitee as soon as practicable, but
in any event no later  than five (5) days  after  written  demand by  Indemnitee
therefor to the Company.

          (b) Notice and  Cooperation  by  Indemnitee.  Indemnitee  shall,  as a
condition   precedent  to  Indemnitee's  right  to  be  indemnified  under  this
Agreement,  give the  Company  notice in writing as soon as  practicable  of any
Claim made against Indemnitee for which  indemnification will or could be sought
under this  Agreement;  but the  Indemnitee's  failure to so notify the  Company
shall not relieve the Company from any liability  that it may have to Indemnitee
under this Agreement, except to the extent that the Company is able to establish
that its  ability  to avoid  liability  under  such  Claim was  prejudiced  in a
material  respect by such failure.  Notice to the Company shall be directed to a
Service  Receiver at the address of the Company shown on the  signature  page of
this Agreement (or such other address as the Company shall  designate in writing
to Indemnitee).  In addition,  Indemnitee  shall, at the expense of the Company,
provide the Company  with such  information  and  cooperation  with respect to a
Claim,  or any matters  related to such Claim,  as it may reasonably  require in
connection with the  indemnification  provided for herein and as shall be within
Indemnitee's  power.  Any  costs  or  expenses  (including  attorneys'  fees and
disbursements)  actually and reasonably incurred by



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Indemnitee in so cooperating shall be borne by the Company  (irrespective of the
determination as to Indemnitee's  entitlement to  indemnification),  which shall
pay any such amount within fifteen (15) days after receiving a request  therefor
from  Indemnitee,  and  the  Company  hereby  indemnifies  and  agrees  to  hold
Indemnitee harmless therefrom.

          (c) No Presumptions;  Burden of Proof. For purposes of this Agreement,
the  termination of any Claim by judgment,  order,  settlement  (whether with or
without court approval) or conviction, or upon a plea of nolo contendere, or its
equivalent,  shall not create a  presumption  that  Indemnitee  did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law. In addition,
neither the failure of the Reviewing  Party to have made a  determination  as to
whether  Indemnitee  has met  any  particular  standard  of  conduct  or had any
particular  belief,  nor an actual  determination  by the  Reviewing  Party that
Indemnitee  has not met such  standard  of conduct or did not have such  belief,
prior to the  commencement  of  legal  proceedings  by  Indemnitee  to  secure a
judicial  determination  that Indemnitee  should be indemnified under applicable
law, shall be a defense to a claim for  indemnification by Indemnitee  hereunder
or create a presumption  that Indemnitee has not met any particular  standard of
conduct  or  did  not  have  any  particular  belief.  In  connection  with  any
determination  by the Reviewing  Party or otherwise as to whether  Indemnitee is
entitled  to be  indemnified  hereunder,  the  burden  of proof  shall be on the
Company to establish that Indemnitee is not so entitled.

          (d) Notice to Insurers.  If, at the time of the receipt by the Company
of a notice of a Claim  pursuant to Section 2(b) hereof,  the Company has one or
more policies of liability  insurance in effect which may cover such Claim,  the
Company  shall  give  prompt  notice of the  commencement  of such  Claim to the
applicable  insurer(s)  in  accordance  with  the  procedures  set  forth in the
applicable  policies.  The Company shall thereafter take all action necessary or
desirable to cause such  insurers to pay, on behalf of  Indemnitee,  all amounts
payable as a result of such Claim in accordance with the terms of such policies.

          (e)  Selection  of  Counsel.  In the event that the  Company  shall be
obligated  hereunder to pay the Expenses with respect to any Claim, the Company,
except as otherwise  provided below,  shall be entitled to assume the defense of
such Claim at its own expense  with  counsel  approved by  Indemnitee,  upon the
delivery to Indemnitee of written notice of its election so to do.  Indemnitee's
approval of such counsel shall not be unreasonably  withheld.  After delivery of
such notice,  approval of such counsel by  Indemnitee  and the retention of such
counsel by the Company,  the Company will not be liable to the Indemnitee  under
this Agreement for any fees of counsel  subsequently  incurred by the Indemnitee
with respect to such Claim, other than as provided below.  Indemnitee shall have
the right to employ Indemnitee's own counsel in connection with a Claim, but the
fees and expenses of such counsel incurred after written notice from the Company
of its assumption of the defense  thereof shall be at the expense of Indemnitee,
unless  (i)  the  employment  of  counsel  by  Indemnitee  has  been  previously
authorized  by the  Company,  or,  following  a Change in Control  (other than a
Change  in  Control  approved  by a  majority  of the  members  of the  Board of
Directors who were directors  immediately prior to such Change in Control),  the
employment of counsel by Indemnitee has been approved by the  Independent  Legal
Counsel,  (ii) Indemnitee  shall have  reasonably  concluded that there may be a
conflict of interest  between the Company and  Indemnitee  in the conduct of any
such defense, or (iii) the Company shall not, in fact, have employed or retained
or



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continued  to employ or retain  counsel to assume the defense of such Claim,  in
each of which cases the fees and expenses of  Indemnitee's  counsel  shall be at
the  expense of the  Company.  The  Company  shall not be  entitled to assume or
control the defense of any Claim brought by or on behalf of the Company or as to
which the Indemnitee has reached the conclusion  that there may be a conflict of
interest  between the Company and  Indemnitee.  The Company shall not settle any
Claim in any manner which would impose any penalty or  limitation  on Indemnitee
without  the   Indemnitee's   written  consent  (which  approval  shall  not  be
unreasonably withheld).

          (f)  Settlement  of  Claims.  The  Company  shall not be  required  to
indemnify  Indemnitee under this Agreement for any amounts paid in settlement of
any Claim effected  without the Company's  written consent;  provided,  however,
that  consent  by the  Company  to the  settlement  of any  claim  shall  not be
unreasonably  withheld.  Notwithstanding the foregoing,  however, if a Change in
Control has occurred  (other than a Change in Control  approved by a majority of
the members of the Board of Directors who were  directors  immediately  prior to
such  Change in  Control),  then the  Company  shall be  required  to  indemnify
Indemnitee for amounts paid in settlement of any Claim if the Independent  Legal
Counsel  has  approved  such  settlement  or has not made a  determination  with
respect to such  settlement  within (30) days after the  effective  date of such
Change in Control.

     3.   Additional Indemnification Rights; Non-Exclusivity.

          (a) Scope.  The Company  hereby agrees to indemnify  Indemnitee to the
fullest extent permitted by law,  notwithstanding  that such  indemnification is
not  specifically  authorized by the Company's  Certificate of  Incorporation or
Bylaws  or by  statute.  In the  event  of any  change  after  the  date of this
Agreement in any applicable law,  statute or rule which expands the right of the
Company to  indemnify  Indemnitee,  it is the intent of the parties  hereto that
Indemnitee  shall enjoy under this  Agreement the greater  benefits  afforded by
such change.  In the event of any change in any applicable law,  statute or rule
which narrows the right of the Company to indemnify the Indemnitee, such change,
to the extent not otherwise  required by such law, statute or rule to be applied
to this Agreement, shall have no effect on this Agreement or the parties' rights
and obligations hereunder.

          (b)  Non-Exclusivity.  The indemnification  provided by this Agreement
shall be in addition to any rights to which Indemnitee may be entitled under the
Company's  Certificate  of  Incorporation  or  Bylaws,  any  agreement,  vote of
stockholders or directors, the General Corporation Law of the State of Delaware,
or otherwise.  The indemnification  provided under this Agreement shall continue
as to Indemnitee  for any  Indemnifiable  Event while serving in an  Indemnified
Capacity  even though  Indemnitee  may have ceased to serve in such  Indemnified
Capacity.

     4. No Duplication  of Payments.  The Company shall not be liable under this
Agreement  to make  any  payment  in  connection  with any  Claim to the  extent
Indemnitee has otherwise  actually  received payment (under any insurance policy
or otherwise) of the amounts otherwise indemnifiable hereunder.

     5. Partial  Indemnification.  If Indemnitee is entitled under any provision
of this Agreement to  indemnification by the Company for a portion of any of the
Expenses in



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connection with the  investigation,  appeal or settlement of any Claim,  but not
for  the  total  amount  thereof,  the  Company  shall  nevertheless   indemnify
Indemnitee for such portion of the Expenses.

     6. Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that,
in certain  instances,  applicable law or public policy may prohibit the Company
from  indemnifying  Indemnitee  under this  Agreement or  otherwise.  Indemnitee
understands and acknowledges  that the Company has undertaken or may be required
in the future to undertake with the Securities and Exchange Commission to submit
the  question  of  indemnification  to a court in  certain  circumstances  for a
determination   of  the  Company's   right  under  public  policy  to  indemnify
Indemnitee.

     7.  Liability  Insurance.  To the extent the Company or any  Subsidiary  or
Affiliate  maintains  liability  insurance  applicable to  directors,  officers,
managers,  employees,  agents,  representatives or fiduciaries of the Company or
such Subsidiary or Affiliate (collectively,  the "Covered Persons"),  Indemnitee
shall be covered by such policies in such a manner as to provide  Indemnitee the
same rights and  benefits as are accorded to the most  favorably  insured of the
Covered  Persons who is then serving in the same capacity or capacities,  as the
case may be, as Indemnitee.

     8. Exceptions.  Any other provision herein to the contrary notwithstanding,
the Company shall not be obligated pursuant to the terms of this Agreement:

          (a) Excluded  Action or  Omissions.  To indemnify  Indemnitee  for any
Expenses  resulting from acts,  omissions or transactions  from which Indemnitee
may not be indemnified under applicable law, or for any Expenses  resulting from
Indemnitee's  conduct which is finally adjudged to have been willful  misconduct
or knowingly fraudulent conduct;

          (b) Claims  Initiated by Indemnitee.  To indemnify or advance Expenses
to  Indemnitee  with  respect  to Claims  initiated  or brought  voluntarily  by
Indemnitee  and  not  by  way  of  defense,  regardless  of  whether  Indemnitee
ultimately is determined to be entitled to such indemnification, Expense Advance
or  insurance  recovery,  as the  case  may  be,  except  (i)  with  respect  to
proceedings  brought to  establish  or enforce  (a) a right to, or for,  Expense
Advances  and/or,  as the case may be, (b) any other right of  Indemnitee  under
this Agreement or any other agreement or insurance policy or under the Company's
Certificate  of  Incorporation  or Bylaws now or  hereafter  in effect,  (ii) in
specific  cases,  if the Board of  Directors  has  approved  the  initiation  or
bringing of such suit or (iii) as otherwise  required  under  applicable  law or
statute;

          (c) Lack of Good  Faith.  To  indemnify  Indemnitee  for any  Expenses
incurred by Indemnitee  with respect to any proceeding  instituted by Indemnitee
to enforce or interpret  this  Agreement,  if a court of competent  jurisdiction
determines  that each of the material  assertions made by the Indemnitee in such
proceeding was not made in good faith or was frivolous; or

          (d) Claims Under Section 16(b).  To indemnify  Indemnitee for Expenses
and the  payment of profits  arising  from the  purchase  and sale or,  sale and
purchase,  by  Indemnitee  of  securities  in violation of Section  16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any similar
successor statute.


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     9. Period of Limitations.  No legal action shall be brought and no cause of
action  shall be asserted by or in the right of the Company  with respect to the
matters addressed in this Agreement against Indemnitee,  or Indemnitee's estate,
spouse,  heirs,  executors  or  personal  or  legal  representatives  after  the
expiration of two(2) years from the date of accrual of such cause of action, and
any claim or cause of action of the  Company  shall be  extinguished  and deemed
released  unless  asserted by the timely  filing of a legal  action  within such
two-year period; provided, however, that if any shorter period of limitations is
otherwise  applicable  to any such cause of action,  such  shorter  period shall
govern.

     10.  Construction of Certain Phrases.

          (a)  Company.  For  purposes  of  this  Agreement,  references  to the
"Company" shall include,  in addition to the resulting  entity,  any constituent
entity (including any constituent of a constituent)  absorbed in a consolidation
or merger which, if its separate  existence had continued,  would have had power
and authority to indemnify its directors, officers, managers, employees, agents,
representation  or  fiduciaries,  so that if  Indemnitee  is or was a  director,
officer, employee, agent or fiduciary of such constituent corporation,  or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer,  manager,  employee, agent or fiduciary of an Other Entity,  Indemnitee
shall stand in the same position  under the  provisions of this  Agreement  with
respect to the resulting or surviving entity as Indemnitee would have stood with
respect to such constituent entity if its separate existence had continued.  The
consummation of any transaction described in this Section 10(a) shall be subject
to the requirements of Section 12, below.

          (b) Miscellaneous Terms. For purposes of this Agreement, references to
"fines" shall include any excise taxes assessed on Indemnitee with respect to an
employee  benefit plan; and references to "serving at the request of the Company
or any  Subsidiary or  Affiliate"  or words of similar  import shall include any
service as a director,  officer,  manager,  employee,  agent,  representative or
fiduciary of the Company which imposes duties on, or involves  services by, such
director,  officer, manager, employee,  representative,  agent or fiduciary with
respect to an employee benefit plan, or its  participants or its  beneficiaries;
and if  Indemnitee  acted in good  faith and in a manner  Indemnitee  reasonably
believed  to be in the  interest of the  participants  and  beneficiaries  of an
employee benefit plan, Indemnitee shall be deemed to have acted in a manner "not
opposed to the best  interests of the Company" as referred to in this  Agreement
or under any applicable law or statute.

          (c) Change in Control.  For purposes of this  Agreement,  a "Change in
Control"  shall be deemed to have  occurred if (i) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Exchange  Act),  other than a trustee or
other fiduciary holding securities under an employee benefit plan of the Company
or a corporation owned directly or indirectly by the stockholders of the Company
in  substantially  the  same  proportions  as  their  ownership  of stock of the
Company,  is or becomes the  "beneficial  owner" (as defined in Rule 13d-3 under
the Exchange  Act),  directly or  indirectly,  of Voting  Securities (as defined
below) of the Company  representing  more than twenty percent (20%) of the total
voting power  represented by the Company's then outstanding  Voting  Securities,
(ii)  during any period of two (2)  consecutive  years,  individuals  who at the
beginning  of such period  constitute  the Board of Directors of the Company and
any new director  (other than a director  designated by a person who has entered


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into an agreement with the Company to effect a transaction  described in clauses
(i),  (iii)  and (iv) of this  Section  10(c))  whose  election  by the Board of
Directors or nomination for election by the Company's  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 period or whose  election  or
nomination  for election  was  previously  so approved,  cease for any reason to
constitute a majority thereof,  or (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation other than a
merger or  consolidation  which  would  result in the Voting  Securities  of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining  outstanding  or by being  converted  into  Voting  Securities  of the
surviving  entity) at least 80% of the total  voting  power of the  resulting or
surviving entity outstanding immediately after such merger or consolidation,  or
(iv) the  stockholders of the Company approve a plan of complete  liquidation of
the Company or an agreement for the sale or  disposition  by the Company (in one
transaction  or a series of  transactions)  of all or  substantially  all of the
Company's assets. For purposes of this Agreement, "Voting Securities" shall mean
any securities the holders of which vote generally in the election of directors.

          (d)  Independent  Legal  Counsel.  For  purposes  of  this  Agreement,
"Independent  Legal  Counsel"  shall mean an attorney or firm of attorneys,  who
shall not have otherwise performed services for the Company or Indemnitee within
the then prior three years  (other than with respect to matters  concerning  the
rights of Indemnitee under this Agreement, or of other indemnitees under similar
indemnity  agreements)  selected by the Company and  approved by  Indemnitee  in
writing, which approval shall not be unreasonably withheld.  Notwithstanding the
foregoing,  the term  "Independent  Legal Counsel" shall not include any firm or
person  who,  under  the  applicable  standards  of  professional  conduct  then
prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine  Indemnitee's  right to  indemnification
under this Agreement.

          (e)  Reviewing  Party.  For purposes of this  Agreement,  a "Reviewing
Party" shall mean (i) any person or group of persons  consisting  of a member or
members of the Company's Board of Directors  and/or,  as the case may be, or any
other  person  appointed  by the  Board of  Directors  who is not a party to the
particular  Claim for  which  Indemnitee  is  seeking  indemnification,  or (ii)
Independent Legal Counsel.

     11.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which  shall  constitute  an  original  and all of which,
together, shall constitute one and the same document.

     12. Binding Effect; Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of and be  enforceable  by the parties  hereto and
their respective successors and permitted assigns,  heirs and personal and legal
representatives. The Company may not assign its obligations under this Agreement
to any  individual or entity  except by operation of law to an entity  acquiring
all or substantially  all of the business and/or,  as the case may be, assets of
the Company (a "Successor") and, in any such case, the Company shall continue to
be obligated  hereunder.  The Company  shall  require and cause any Successor by
written agreement in form and substance satisfactory to Indemnitee, expressly to
assume and agree to perform  this  Agreement  in the same manner and to the same
extent that the Company would be required to perform if no such  succession  had
taken place.  This  Agreement  shall



                                       8
<PAGE>



continue in effect  regardless  of whether  Indemnitee  continues to serve in an
Indemnified Capacity.

     13.  Attorneys'  Fees.  In the  event  that any  action  is  instituted  by
Indemnitee in a court of competent  jurisdiction  under this  Agreement or under
any  liability  insurance  policies  maintained  by the Company to  enforce,  or
interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be
paid all Expenses actually and reasonably incurred by Indemnitee with respect to
such action,  regardless of whether Indemnitee is ultimately  successful in such
action,  and shall be  entitled  to an  advance of such  Expenses  in the manner
provided in Section 2 (a), above, with respect to such action, unless, as a part
of such action,  the court in which such action is brought  determines that each
of the material assertions made by Indemnitee as a basis for such action was not
made in good faith or was frivolous.  In the event of an action instituted by or
in the name of the Company  under this  Agreement to enforce or interpret any of
the  terms  of this  Agreement,  Indemnitee  shall  be  entitled  to be paid all
Expenses  actually  and  reasonably  incurred by  Indemnitee  in defense of such
action  (including  costs and expenses  incurred  with  respect to  Indemnitee's
counterclaims and cross-claims made in such action), and shall be entitled to an
advance of such Expenses in the manner  provided in Section 2 (a),  above,  with
respect to such  action,  unless as a part of such action such court  determines
that each of  Indemnitee's  material  defenses  to such  action were made in bad
faith or were frivolous.

     14. Notice. 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 Fed Ex, 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 Indemnitee:         




         If to Company:   Tel-Save.com, Inc.
                          6805 Route 202
                          New Hope, Pennsylvania 18938
                          Attn: Secretary
                          Fax No.:  (215) 862-1515

     15.  Consent to  Jurisdiction.  The  Company  and  Indemnitee  each  hereby
irrevocably  consent to the  jurisdiction  of the courts of the  Commonwealth of
Pennsylvania  for all purposes in connection with any action or proceeding which
arises out of or relates to this Agreement and agree that any action  instituted
under this  Agreement  shall be commenced,  prosecuted and continued only in the
courts  of  the   Commonwealth   of  Pennsylvania  in  and  for  the  County  of
Philadelphia,   which  shall  be  the   exclusive  and  only  proper  forum  for
adjudicating such a claim.


                                       9
<PAGE>



     16.  Severability.  The provisions of this Agreement  shall be severable in
the event that any of the provisions  hereof  (including any provision  within a
single  section,  paragraph  or  sentence)  are  held  by a court  of  competent
jurisdiction to be invalid, void or otherwise  unenforceable,  and the remaining
provisions  shall remain  enforceable  to the fullest  extent  permitted by law.
Furthermore,  to the fullest extent  possible,  the provisions of this Agreement
(including,  without limitation,  each portion of this Agreement  containing any
provision  held to be  invalid,  void or  otherwise  unenforceable,  that is not
itself held to be invalid,  void or  unenforceable)  shall be construed so as to
give effect to the intent  manifested by the provision held invalid,  illegal or
unenforceable.

     17. Choice of Law. This  Agreement  shall be governed by and its provisions
construed  and  enforced in  accordance  with the laws of the State of Delaware,
without regard to the conflict of laws principles thereof.

     18.  Subrogation.  In the event of payment  to, or on behalf of  Indemnitee
under this  Agreement,  the Company  shall be  subrogated  to the extent of such
payment to all of the rights of recovery of Indemnitee,  who shall, at Company's
expense,  execute  all  documents  required  and  shall do all acts  that may be
necessary to secure such rights and to enable the Company  effectively  to bring
suit to enforce such rights.

     19. Amendment and Termination. No amendment,  modification,  termination or
cancellation of this Agreement shall be effective unless it is in writing signed
by both of the  parties  hereto.  No  waiver  of any of the  provisions  of this
Agreement  shall be  deemed  to,  or shall  constitute  a waiver  of,  any other
provisions  hereof  (whether  or not  similar  thereto),  nor shall such  waiver
constitute a continuing  waiver.  Except as  specifically  set forth herein,  no
failure to exercise,  or any delay in exercising,  any right or remedy hereunder
shall constitute a waiver thereof.

     20. Integration and Entire Agreement.  This Agreement sets forth the entire
understanding between the parties hereto and supersedes all previous written and
oral negotiations,  commitments,  understandings and agreements  relating to the
subject matter hereof between the parties hereto.

     21. No  Construction  as Employment  Agreement.  Nothing  contained in this
Agreement  shall be construed as giving  Indemnitee  any right to be retained in
the employ of the Company or any Subsidiaries.

     22.  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.


                                       10
<PAGE>



     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                            TEL-SAVE.COM, INC.

                                            By:                                 
                                               ---------------------------------

                                            Title:                              
                                                  ------------------------------






AGREED TO AND ACCEPTED

INDEMNITEE:



---------------------------------
________________________







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