EXHIBIT 10.51


                      NON-QUALIFIED STOCK OPTION AGREEMENT


To:  _____________________________:("Employee")
   ----------------------------------------------------------------------
                                      Name

                 _______________________________________________
   ----------------------------------------------------------------------
                                     Address

Date of Grant:    December 16, 1998

Exercise Price:   $8 9/16 per share


     Employee is hereby granted the option described below,  effective as of the
above date of grant,  to  purchase  shares of common  stock,  $.01 par value per
share  ("Stock"),  of  Tel-Save.com,  Inc. (the "Company") at the exercise price
shown above.  Capitalized terms used herein without definition have the meanings
assigned in the employment agreement dated as of the above date of grant between
the Company and Employee (the "Employment Agreement").

     1. Employee is hereby granted  options to purchase  240,000 shares of Stock
(the  "Option").  The Option shall have an exercise price equal to eight dollars
and 5625/10,000 cents ($8.5625) per share (the "Exercise Price") and, subject to
Section 2, below,  shall vest with respect to the indicated  number of shares of
Stock according to the following schedule:

          (a) eighty  thousand  (80,000)  shares of Stock  shall vest and become
exercisable upon the first anniversary of the date of grant.

          (b) eighty  thousand  (80,000)  shares of Stock  shall vest and become
exercisable upon the second anniversary of the date of grant.

          (c) eighty  thousand  (80,000)  shares of Stock  shall vest and become
exercisable upon the third anniversary of the date of grant.

          (d) Notwithstanding the foregoing,  (i) any portion of the Option that
was not  previously  vested  and  exercisable  shall  become  fully  vested  and
exercisable  on the  effective  date of any  termination  of the  employment  of
Employee under the Employment Agreement by the Company without Cause (as defined
in Section 6.3 of the  Employment  Agreement) or by Employee for Good Reason (as
defined in Section  6.4(b) of the  Employment  Agreement)  and (ii) the Board of
Directors of the Company (the "Board") or its designees may  accelerate or waive
the aforesaid  scheduled  vesting dates with respect to any or all of the shares
of Stock covered by the Option.



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     2. In the event of a "Change in  Control"  (as  hereafter  defined)  of the
Company,  any  portion  of  the  Option  that  was  not  previously  vested  and
exercisable on the effective  date of the Change in Control,  shall become fully
vested and  exercisable  on such  effective  date of such Change in  Control.  A
"Change in Control"  shall be deemed to have  occurred upon the happening of any
of the following events:

          (a)  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),  directly or  indirectly,  of
               securities  of the  Company  or any  Significant  Subsidiary  (as
               defined  below)  representing  fifty percent (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;
               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 sixty (60)-day  period referred to in Rule 13d-3 under the
               Exchange Act);

          (b)  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 (a), (b) or (d) of this Section 2) 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;

          (c)  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;



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          (d)  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;

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

          (f)  a person other than  Gabriel  Battista is elected by the Board of
               Directors to serve as the Company's principal executive officer.

     3.  Employee  may  exercise  the  Option  by giving  written  notice to the
Secretary of the Company on forms  supplied by the Company at its then principal
executive  office,  accompanied  by payment of the Exercise  Price for the total
number of shares  specified to be  purchased by Employee.  The payment may be in
any of the  following  forms:  (a) cash,  which may be  evidenced by a check and
includes cash received from a so-called  "cashless  exercise" of the Option; (b)
certificates  representing  shares  of Stock,  which  will be valued at the fair
market value (as defined in the Employment  Agreement) per share of the Stock on
the date of the Option  exercise in question,  accompanied  by an  assignment of
such Stock to the Company;  or (c) any  combination  of cash and Stock valued as
provided in clause (b), immediately above. Any assignment of Stock shall be in a
form and  substance  satisfactory  to the  Secretary of the  Company,  including
guarantees of  signature(s)  and payment of all transfer taxes, if the Secretary
of the Company deems such guarantees necessary or desirable.

     4. The Option  will,  to the extent not  previously  exercised by Employee,
expire on December 16, 2008.

     5. In the  event of any  change in the  outstanding  shares of the Stock by
reason of a stock  dividend,  stock  split,  consolidation,  transfer of assets,
reorganization,  conversion or what the Board deems in its reasonable discretion
to be similar  circumstances,  the number and kind of shares of Stock subject to
the Option and the Exercise Price shall be appropriately adjusted in a manner to
be determined in the reasonable discretion of the Board.

     6. The  Option is not  transferable  otherwise  than by will or the laws of
descent and distribution,  and is exercisable during Employee's lifetime only by
Employee, including, for this purpose, Employee's legal guardian or custodian in
the event of the disability of Employee.  Until the Exercise Price has been paid
in full pursuant to due exercise of this Option and certificate(s)  representing
Employee's  ownership of the purchased  shares are issued to Employee,  Employee
does not have any rights as a shareholder of the Company.  The Company  reserves
the right not to deliver to  Employee  the  certificate(s)  representing  shares
purchased by virtue of the  exercise of the Option  during any period of time in
which the Company deems, based on the written opinion of its counsel,  that such
delivery  would violate a federal,  state,  local or securities  exchange  rule,
regulation or law.

     7. Notwithstanding anything to the contrary contained herein, the Option is
not exercisable:


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          (a) During any period of time in which the Company deems, based on the
written opinion of its counsel, that the exercisability of the Option, the offer
to sell the shares underlying the Option,  or the sale thereof,  would violate a
federal, state, local or securities exchange rule, regulation or law; or

          (b) Until Employee has paid or made suitable  arrangements  to pay all
federal,  state and local income tax withholding  required to be withheld by the
Company in connection with the Option exercise.

     8. The  following  two  paragraphs  shall be  applicable  if,  on a date of
exercise of the Option,  the Stock to be purchased pursuant to such exercise has
not been  registered  under the  Securities Act of 1933, as amended (the "Act"),
and under  applicable state securities laws, and shall continue to be applicable
for so long as such registration has not occurred:

          (a)  Employee  hereby  agrees,  warrants and  represents  that he will
acquire the Stock to be issued  hereunder  for his own  account  for  investment
purposes  only,  and not with a view to, or in  connection  with,  any resale or
other distribution of any shares of such Stock,  except as hereafter  permitted.
Employee  further  agrees  that he will not at any time  make any  offer,  sale,
transfer,  pledge or other  disposition  of such  Stock to be  issued  hereunder
without  an  effective  registration  statement  under  the Act,  and  under any
applicable  state  securities  laws or an opinion of counsel  acceptable  to the
Company to the effect  that the  proposed  transaction  will be exempt from such
registration.   Employee  shall  execute  such   instruments,   representations,
acknowledgments and agreements as the Company may, in its sole discretion,  deem
advisable to avoid any violation of federal, state, local or securities exchange
rule, regulation or law.

          (b) The  certificates  for Stock to be issued  to  Employee  hereunder
shall bear the following legend:

               "The shares  represented by this  certificate  have not
          been  registered  under  the  Securities  Act  of  1933,  as
          amended,  or under  applicable  state  securities  laws. The
          shares  have been  acquired  for  investment  and may not be
          offered, sold, transferred, pledged or otherwise disposed of
          without  an  effective   registration  statement  under  the
          Securities Act of 1933, as amended, and under any applicable
          state securities laws or an opinion of counsel acceptable to
          the Company  that the  proposed  transaction  will be exempt
          from such registration."

The foregoing  legend shall be removed upon  registration of the legended shares
under the Act and under any applicable  state laws or upon receipt of an opinion
of  counsel  acceptable  to the  Company  that  said  registration  is no longer
required.


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     9. The sole  purpose of the  agreements,  warranties,  representations  and
legend  set forth in the two  immediately  preceding  paragraphs  is to  prevent
violations of the Act, and any applicable state securities laws.

     10. It is the  intention of the Company and Employee  that the Option shall
not be an  "Incentive  Stock  Option" as that term is used in Section 422 of the
Internal Revenue Code of 1986, as amended, and the regulations  thereunder.  The
Option is not granted pursuant to any stock option plan.

     11. This  agreement  and the  Employment  Agreement  constitute  the entire
understanding  between  the  Company and  Employee  with  respect to the subject
matter hereof and no amendment,  modification  or waiver of this  agreement,  in
whole or in part,  shall be  binding  upon the  Company  or  Employee  unless in
writing and signed by the Executive  Vice President of the Company and Employee.
This agreement and the performances of the parties  hereunder shall be construed
in  accordance   with,  and  governed  by  the  laws  of,  the  Commonwealth  of
Pennsylvania.

     Employee shall sign a copy of this agreement and return it to the Company's
Secretary,  thereby indicating  Employee's  understanding of, and agreement with
its terms and conditions.

                                                 TEL-SAVE.COM, INC,


                                                  By:___________________________






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I hereby  acknowledge  receipt of a copy of the foregoing stock option agreement
and, having read it, hereby signify my understanding  of, and my agreement with,
its terms and conditions.




                                                         January    , 1999
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                                                               (Date)
_____________________________




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