EXHIBIT 10.61

                               AMENDMENT NO. 1 to
                              EMPLOYMENT AGREEMENT


         THIS AMENDMENT NO. 1 ("Amendment")  dated as of March 28, 2001, entered
into by and among Talk.com Inc., a Delaware  corporation  (the  "Company"),  and
George Vinall ("Employee").

                              W I T N E S S E T H :

         WHEREAS,  the  Company  and  Employee  are  parties  to  an  Employment
Agreement dated as of December 16, 1998 (the "Agreement")  pursuant to which the
Company employs Employee as its Senior Vice President, Business Development; and

         WHEREAS,  the Company and  Employee  desire to amend the  Agreement  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.  Section 2 of the  Agreement  is hereby  amended in its  entirety  to read as
follows:

"2.  TERM OF  AGREEMENT.  The  term of  Employee's  employment  hereunder  shall
commence  on  December  28, 1998 (the date when  Employee  commences  employment
hereunder, the "Commencement Date") and shall continue in effect for a period of
six years thereafter, except as hereinafter provided (the "Term")."

2.  Section 4.1 of the  Agreement  is hereby  amended in its entirety to read as
follows:

"4.1 BASE SALARY.  During the Term,  Company shall pay to Employee a base salary
("Base Salary") at the rate of two hundred fifty thousand dollars ($250,000) per
year,  which  Base  Salary  shall be paid to  Employee  in  accordance  with the
Company's usual and customary payroll practices."

3. The Agreement is hereby amended to add the following after Section 4.6:

         4.7      TERMINATION AFTER CHANGE IN CONTROL.

                  4.7.1    If a Change of Control shall occur during the Term of
this Agreement,  the term of Employee's  employment  hereunder shall continue in
effect  until the later of the first  anniversary  of the date of the  Change in
Control  and the date that the Term  would  otherwise  have  terminated  without
regard to the  extension in this  sentence,  except for earlier  termination  as
provided in Section 6 of this Agreement. The rights and



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obligations  of Employee  and  Company  under this  Agreement  upon or after any
termination of the Term shall survive any such termination.

                  4.7.2    Notwithstanding  the  provisions of Section 6 hereof,
if a Change in Control has  occurred  and  Employee's  employment  hereunder  is
terminated  within one year of such Change in Control:  (i) by Employee for Good
Reason or (ii) by Company without Cause,  then Company shall (a) pay to Employee
the Base Salary and Benefits  through the date of  termination  plus all amounts
due to Employee  pursuant to any Due Bonus;  (b) pay to  Employee,  as severance
pay, a lump sum amount equal to the sum of (x)  twenty-four  months' Base Salary
plus (y) an  amount  equal to the  average  annual  incentive  bonus  earned  by
Employee from Company during the last four (4) completed fiscal years of Company
preceding  the date of Change in  Control,  or if  Employee  was not an  officer
during  any or all of such  prior  four (4)  fiscal  years,  the  average of the
incentives  received  during the fiscal years when Employee was such an officer;
(c) for a period of two years after the date of termination,  arrange to provide
Employee with life, disability, sickness and accident, health, vision and dental
insurance  benefits  substantially  similar to those that  Employee was entitled
prior to the Change in Control,  as well as with the other  fringe  benefits and
perquisites  to which  Employee  was  entitled  pursuant to Section 4.3; and (d)
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."

4.  The first sentence of Section 6 is hereby amended to read as follows:

"Except as provided  in Section  4.7,  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:"

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



TALK.COM INC.                               EMPLOYEE


By:  /s/                                     /s/
    --------------------------------        ---------------------------------
     Name:  Aloysius T. Lawn IV              George Vinall
     Title: EVP - General Counsel
              and Secretary



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