Exhibit
      10.36


EMPLOYMENT
        AGREEMENT
 
 
 THIS
        EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 13th day
        of July, 2005, between Talk America Holdings, Inc., a Delaware corporation
        (“Company”), and Mark A. Wayne (“Employee”), and amends and supercedes that
        certain Employment Agreement dated July 20, 2004, as amended, among LDMI
        Telecommunications, Inc. and Mark A. Wayne (“Former Agreement”).
 
 Preliminary
        Statement
 
 WHEREAS,
        Company desires to employ Employee and Employee desires to be employed by
        Company; and
 
 WHEREAS,
        Company and Employee desire to enter into this Agreement that sets forth
        the
        terms and conditions of said continued 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 reporting and withholding). Employee
        and Company agree that the Employee Severance Retention Agreement between
        LDMI
        Telecommunications, Inc. and Mark Wayne dated July 12, 2005 shall remain
        in full
        force and effect (a copy of which is attached hereto).
 
 2.  Term
        of Agreement .
        The
        term of Employee’s employment hereunder shall continue in effect for a period of
        three (3) years after the date hereof, except as hereinafter provided (the
        “Term”).
 
 3.  Position
        and Duties . Except
        as
        may otherwise be agreed upon between Company and Employee, Employee shall
        perform such duties and have such responsibilities as Senior Vice President
        -
        Business Sales of the Company, 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 the Company’s Chief Executive
        Officer or the 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 of the Securities Act of 1933, as amended (the
        “Act”)) of Company (collectively, “Affiliates”) without additional compensation.
        References in this Agreement to Employee’s employment with Company shall be
        deemed to refer to employment with Company or an Affiliate. Employee shall
        perform his duties and responsibilities to the best of his abilities in a
        diligent, trustworthy, business like and efficient manner. Employee shall
        devote
        substantially all of his working time and efforts to the business and affairs
        of
        Company; provided, however, that nothing in this Agreement shall preclude
        the
        Employee from (i) engaging in charitable activities and community affairs;
        (ii)
        managing his personal investments and affairs, subject to the limitations
        of
        Section 10 hereof; and (iii) acting as a director of another corporation
        if the
        Chairman of the Board or the Chief Executive Officer of Company shall have
        consented to Employee’s accepting such directorship.
 
 
 
 4.  Compensation
        and Related Matters .
 
 4.1   Base
        Salary .
        During
        the Term, Company shall pay to Employee an annualized base salary of not
        less
        than $175,000, subject to review from time to time by the Board (“Base Salary”).
        Base Salary shall be paid in accordance with Company’s usual and customary
        payroll practices.
 
 4.2  Benefit
        Plans and Arrangements .
 
 (i)  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 may be altered from time to time at
        the
        discretion of the Board (collectively with the benefits referred to in Section
        4.3, the “Benefits”).
 
 (ii)  Notwithstanding
        the foregoing, for the balance of 2005, Employer shall only be entitled to
        bonuses and sales commissions under LDMI Telecommunications, Inc. bonus plans.
        Employee shall be eligible to receive during the balance of 2005 a cash bonus
        under the LDMI Telecommunications, Inc. bonus plans based upon achievement
        by
        Employee of goals and objectives (the “Bonus Objectives”) to be established and
        determined by the Chief Executive Officer of Company, which Bonus Objectives
        shall be provided quarterly in writing to Employee. The cash bonus shall
        be as
        determined by the CEO of Company.
 
 (iii)  Without
        limitation of the generality of the foregoing, the Benefits shall include
        a
        minimum of three (3) weeks of paid vacation each calendar year, which, if
        not
        used in its entirety in any year, may be carried over to the next succeeding
        calendar year, provided that Employee shall not be entitled to more than
        five
        (5) weeks of paid vacation in any calendar year. Employee acknowledges and
        agrees that bonuses, annual or otherwise, are performance-based and
        discretionary with the Company’s Chief Executive Officer and the
        Board.
 
 4.3  Perquisites .
        During
        the Term of his employment hereunder, Employee shall be entitled to receive
        fringe benefits as are made available to the Company’s senior executive
        officers. In
        addition, during the Term, Company will provide Employee with an automobile,
        as
        Company shall determine, and Company shall keep such automobile fully insured
        in
        accordance with Company’s practices for similarly situated
        employees.
 
 4.4  Expenses .
        Company
        shall promptly reimburse Employee for all normal and reasonable out-of-pocket
        expenses related to Company’s business that are actually paid or incurred by him
        in the performance of his services under this Agreement and that are incurred,
        reported and documented in accordance with Company’s policies.
 
 4.5  Options .
        It is
        the Company’s intention that Employee shall be granted options to purchase
        shares of Common Stock of Talk America Holdings, Inc. in an amount and at
        such
        time as may be approved by the Compensation Committee of Talk America Holdings,
        Inc. after such time as the shareholders of Talk America Holdings, Inc. approve
        the 2005 Incentive Plan.
 
 
 5.  Termination .
        The
        Term may be terminated under the following circumstances:
 
 5.1  Death .
        The
        Term shall terminate upon the Employee’s 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 the Term for Cause. For purposes of
        this
        Agreement, Company shall have “Cause” to terminate Employee’s employment
        hereunder upon (i) material breach by Employee of any material provision
        of this
        Agreement if Employee fails to cure such
        breach in the 30 day period following written notice specifying in reasonable
        detail the nature of the breach ;
        (ii)
        willful misconduct by Employee as an employee of Company in connection with
        misappropriating any funds or property of Company or attempting to willfully
        obtain any personal profit from any transaction in which Employee has an
        interest that is adverse to the interests of Company ; (iii) Employee’s gross
        neglect or unreasonable refusal to perform the duties assigned to Employee
        under
        or pursuant to this Agreement if
        Employee fails to eliminate such neglect in the 30 day period following written
        notice specifying in reasonable detail the nature of the gross neglect; or
        (iv)
        conviction or plea of nolo contendere by Employee to a felony or a misdemeanor
        involving moral turpitude.
 
 5.4  By
        Employee .
 
 (i)  Employee
        may terminate employment hereunder for any reason (other than Good Reason)
        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 the
        termination of the Term and such termination under this Section
        5.4.
 
 (ii)  Employee
        may terminate employment hereunder for Good Reason immediately and with notice
        to Company. “Good Reason” for termination by Employee shall include, but is not
        limited to, the following:
 
 (a)  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;
 
 (b)  Failure
        by Company to maintain Employee in a title and position commensurate with
        that
        referred to in Section 3 of this Agreement without Employee’s express written
        consent;
 
 (c)  The
        assignment to Employee of any duties inconsistent with the Employee’s title and
        position as contemplated by Section 3 of this Agreement, or any other action
        by
        Company that results in a diminution of Employee’s position, authority, duties
        or responsibilities without Employee’s express written consent; or
 
 (d)  The
        relocation of Company’s offices at which Employee is principally employed to a
        location more than 50 miles away from Southfield, Michigan, or Company’s
        requiring Employee to be based anywhere other than Company’s offices in
        Southfield, Michigan without Employee’s express written consent except for
        required travel on Company’s business to the extent substantially consistent
        with Employee’s travel obligations during the year preceding the date of this
        Agreement (including, without limitation, periodic travel to and work at
        Company’s offices in Pennsylvania, Florida and Virginia).
 
 5.5  Without
        Cause .
        Company
        may otherwise terminate the Term at any time upon written notice to
        Employee.
 
 
 6.  Compensation
        In the Event of Termination .
        Except
        as otherwise provided in Section 7.3, in the event that Employee’s employment
        pursuant to this Agreement terminates prior to the end of the Term of this
        Agreement, 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: (i) by Employee for
        Good Reason or (ii) by Company without Cause, then Company shall (a) pay to
        Employee all amounts due to Employee pursuant to any bonus or commission
        that
        was due to Employee as of the date of such termination, pursuant to the terms
        of
        such bonus or commission (a “Due Bonus”), (b) continue
        to pay and provide Employee t he
        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 first 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 his employment
        hereunder without Good Reason, all compensation and Benefits, as specified
        in
        Section 4 of this Agreement, heretofore payable or provided to the Employee
        shall cease to be payable or provided, except for (a) any Base Salary, Due
        Bonus
        and Benefits that may have been earned and are due and payable but that have
        not
        been paid as of the date of termination and (b) reimbursements for expenses
        that
        may have been incurred, but that 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 his
        estate or beneficiaries any compensation except for (a) any Base Salary,
        Due
        Bonus and any Benefits that may have been earned and are due and payable
        but
        that have not been paid as of the date of death, (b)
        reimbursement of expenses that may have been incurred, but that 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 first 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 his estate or beneficiaries any compensation except for: (a) any Base
        Salary,
        Due Bonus and any Benefits that may have been earned and are due and payable
        but
        that have not been paid as of the date of such Disability; and (b) reimbursement
        for expenses that may have been incurred but that 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 his 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 the Exercise Period, if
        less.
 
 6.5  No
        Mitigation .
        In the
        event of any termination of employment under Section 5 or Section 7.3, Employee
        shall be under no obligation to seek other employment; provided, however,
        to the
        extent that Employee does obtain other employment subsequent to the termination
        of Employee’s employment hereunder, Company’s obligations to continue to pay or
        provide Benefits under this Agreement for the period from and after the date
        of
        commencement of such other employment shall terminate.
 
 
 7.  Change
        in Control .
 
 7.1  Change
        in Control . For
        purposes of this Agreement, “Change in Control” shall be deemed to have occurred
        if:
 
 7.1.1   any
        Person (as defined in Section 3(a)(9) under the Securities Exchange Act of
        1934,
        as amended (the “Exchange Act”)), other than Company or any Significant
        Subsidiary (as defined below), 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
        Company or any Significant Subsidiary (as defined below) representing 50%
        or
        more of the combined voting power of the Company’s, or such Significant
        Subsidiary’s, as the case may be, then outstanding securities;
 
 7.1.2   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 Company to effect a transaction
        described in 7.1.3, 7.1.4 or 7.1.5) 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 Company or a Significant
        Subsidiary;
 
 7.1.3   the
        consummation of a merger or consolidation of Company or any subsidiary of
        Company owning directly or indirectly all or substantially all of the
        consolidated assets of Company (a “Significant Subsidiary”) with any other
        entity, other than a merger or consolidation that would result in the holder(s)
        of voting securities of Company or a Significant Subsidiary outstanding
        immediately prior thereto continuing to hold more than fifty percent (50%)
        of
        the combined voting power of the surviving or resulting entity outstanding
        immediately after such merger or consolidation;
 
 7.1.4   the
        stockholders of Company approve a plan or agreement for the sale or disposition
        of fifty percent (50%) or more of the consolidated assets of Company in which
        case the Board shall determine the effective date of the Change of Control
        resulting therefrom; or
 
 7.1.5   any
        other
        event occurs that the Board determines, in its discretion, would materially
        alter the structure of Company or its ownership.
 
 7.2  Options
        Vesting . In
        the
        event of a Change in Control of Company, all outstanding options granted
        to you
        by Company shall vest immediately and become exercisable as to all shares
        then
        subject thereto that are not then vested and exercisable.
 
 
 7.3  Termination
        after Change in Control .
 
 7.3.1  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 5 of this
        Agreement. The rights and obligations of Employee and Company under this
        Agreement upon or after any termination of the Term shall survive any such
        termination.
 
 7.3.2  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) twelve 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 one year 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 at the
        Company’s expense; 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.
 
 8.  Unauthorized
        Disclosure .
        Employee shall not, without the prior written consent of Company, disclose
        or
        use in any way, either during the 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 (including, without limitation of the generality
        of
        the foregoing, any and all information referred to in Section 10 hereof),
        whether or not conceived of or prepared by him, that is related to the actual
        or
        anticipated business, services, research and development of Company or any
        of
        its Affiliates or to existing or future products or services of Company or
        any
        of its Affiliates; provided, that the foregoing shall not apply to (i)
        information that is not unique to Company or that is generally known to the
        industry or the public other than as a result of Employee’s breach of this
        covenant, (ii) information known to the Employee prior to the date he first
        became an employee of Company or any of its Affiliates (except insofar as
        it is
        part of the information that is the exclusive property of Company as provided
        in
        Section 10), or (iii) 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 administrative 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
        nonetheless, in the written opinion of its counsel, compelled to disclose
        information to a court or tribunal or otherwise stand liable for contempt
        or
        suffer other serious censure or penalty, Employee may disclose such information
        to such court or tribunal without liability to any other party
        hereto.
 
 9.  Tangible
        Items .
        All
        files, records, documents, manuals, books, forms, reports, memoranda, studies,
        data, calculations, recordings, 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, are and shall remain the exclusive property of Company and
        its
        Affiliates and shall not be removed from their premises, except as required
        in
        the course of employment by Company or its Affiliates, without the prior
        written
        consent of Company, and the same shall be promptly returned by Employee on
        the
        termination of Employee’s employment with Company, its Affiliates or at any time
        prior thereto upon the request of Company.
 
 
 10.  Inventions
        and Patents .
        Employee agrees that all inventions, innovations, ideas, concepts, improvements,
        developments, methods, designs, analyses, drawings, reports, and all similar
        or
        related information that relates to the actual or anticipated business,
        services, research and development of Company or any of its Affiliates or
        existing or future products or services of Company or any of its Affiliates,
        tangible or intangible, and that are conceived, developed or made by or at
        the
        direction of Employee while employed by Company, and all rights to the results
        and proceeds of any thereof and all now known and hereafter existing rights
        of
        every kind and nature throughout the universe, in perpetuity and in all
        languages, pertaining to such results and proceeds and all elements thereof
        for
        all now known and hereafter existing uses, media and form will be owned
        exclusively by Company; and the foregoing is inclusive of a full irrevocable
        and
        perpetual assignment to Company. Employee
        acknowledges that there are, and may be, new uses, media, means and forms
        of
        exploitation throughout the universe employing current and/or future technology
        yet to be developed, and the parties specifically intend the foregoing full,
        irrevocable and perpetual grant of rights to Company to include all such
        now
        known and unknown uses, media and form of exploitation, throughout the universe.
        Employee agrees to execute at any time upon the Company’s request such further
        documents or do such other acts (whether
        before, during or after the Term) as
        may be
        required to evidence and/or confirm the Company’s ownership of any or all of the
        foregoing. The termination, completion or breach of this Agreement for any
        reason and by either party shall not affect the Company’s exclusive ownership of
        any or all of the foregoing.
 
 11.  Certain
        Restrictive Covenants .
        Employee agrees that, during the Term and for a period one year immediately
        following termination of his employment with Company for any reason, provided
        that Company has met and continues to meet its obligations pursuant to the
        terms
        of this Agreement following termination, he will not act either directly
        or
        indirectly as a partner, officer, director, five or more percent stockholder,
        employee, employer or consultant 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
        competitive with the business of Company, except with the express written
        consent of the Board. Employee further agrees for a period of one year
        immediately following termination of his employment with the Company for
        any
        reason, provided that Company has met and continues to meet its obligations
        pursuant to the terms of this Agreement following termination, he will not
        employ or offer to employ, call on, solicit, actively interfere with Company’s
        or any Affiliate’s relationship with, or attempt to divert or entice away, any
        employee of Company or any Affiliate.
 
 12.  Employee
        Representations .
        Employee hereby represents and warrants to Company that (i) 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 contract, agreement,
        instrument, order, judgment or decree to which Employee is a party or by
        which
        he is bound, (ii) except as disclosed to Company in writing prior to the
        execution of this Agreement, Employee is not a party to or bound by any
        employment agreement, non-compete agreement or confidentiality agreement
        with
        any other person or entity, and (iii) 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.
 
 13.  Company
        Representations .  Company
        represents and warrants (i) that it is duly authorized and empowered to enter
        into this Agreement, (ii) that the performance of its obligations under this
        Agreement will not violate any agreement between it and any other person,
        firm
        or organization and (iii) upon the execution and delivery of this Agreement
        by
        the Employee, this Agreement shall be the valid and binding obligation of
        Company, enforceable in accordance in accordance with its terms.
 
 
 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 employee benefit plan, program or arrangement provided to officers,
        directors or employees of Company.
 
 16.  Rights
        of Executive’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 his 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 that 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 his incompetence, reference in this Agreement to Employee
        shall
        be deemed where appropriate, to refer to his 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 agency legally empowered to enforce this Agreement, any term,
        restriction, covenant, or promise is found to be unreasonable and for that
        reason unenforceable, 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 agency 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, such modification or
        amendment in any event to apply only with respect to the operation of this
        Agreement in the particular jurisdiction in which such adjudication is
        made.
 
 18.  Notice .
        For the
        purposes of this Agreement, notices, demands and all other communications
        provided for in the Agreement shall be in writing and shall be deemed to
        have
        been duly given when received if delivered in person or by overnight courier
        or
        if mailed by United States registered mail, return receipt requested, postage
        prepaid, to the following addresses:
 
 If
        to
        Employee:
 
 Mark
        A.
        Wayne
 19512
        Coventry
 Riverview,
        Michigan 48192
 
 If
        to
        Company:
 
 Talk
        America Holdings, Inc.
 6805
        Route 202
 New
        Hope,
        Pennsylvania 18938
 Attn:
        General Counsel
 
 Either
        party may change its address for notices by written notice to the other party
        in
        accordance with this Section.
 
 
 19.  Miscellaneous .
        No
        provision of this Agreement may be modified, waived or discharged unless
        such
        waiver, modification or discharge is agreed to in writing signed by Employee
        and
        Company. No waiver by either party hereto at any time of any breach by the
        other
        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. 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.
 
 20.  Headings .
        The
        headings in this Agreement are inserted for convenience only and shall have
        no
        significance in the interpretation of this Agreement.
 
 21.  Successors .
        This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their heirs, personal representatives and successors, including without
        limitation any Affiliate to which Company may assign this Agreement. Employee
        may not assign or transfer his rights to compensation and benefits, except
        by
        will or operation of law and except as provided in Section 16
        above.
 
 22.  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.
 
 23.  Release . Employee
        agrees to release and hereby releases all claims or causes of action described
        in the next sentence that Employee may have against Company or LDMI
        Telecommunications, Inc. or any of their parents, subsidiaries, affiliates,
        directors, officers, partners, employees, successors, agents, attorneys,
        assigns, insurers, or employee benefit programs and the trustees,
        administrators, fiduciaries, or insurers of such programs (“Releasees”).
        Employee hereby releases all claims or causes of action (whether presently
        known
        or unknown) or obligations of any and all kinds and nature arising on or
        before
        the date of execution of this Agreement that Employee has or may have against
        Releasees arising out of the Former Agreement. Employee also specifically
        agrees
        and understands that the release contained in this paragraph includes claims
        that Employee presently does not know or suspect to exist, even if Employee
        would not have entered into this Agreement had Employee known that those
        claims
        existed. Employee understands and agrees that the foregoing release means
        that
        Employee is giving up the right to sue the Releasees on any claim or cause
        of
        action released.
 
 IN
        WITNESS WHEREOF, each of the parties hereto has executed this Agreement as
        of
        the day and year first written above.
 
 TALK
        AMERICA HOLDINGS, INC.
 
 
 By:
        /s/ Aloysius T. Lawn, IV
 Name:
        Aloysius T. Lawn, IV
 Title:
        EVP - General Counsel
 
  /s/
        Mark A. Wayne
 Mark A. Wayne
 Employee