EXHIBIT 10.49

                           NON-QUALIFIED STOCK OPTION



To:       KEVIN  GRIFFO
          3837  Norbury  Court
          Orlando,  FL   32835


Exercise  Price:     $  13.69
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Date  of  Grant:          3-24-00
                          -------


     You  (the "Optionee") are hereby granted in connection with your employment
with  Talk.com  Inc. (the "Company"), or any subsidiary or affiliate thereof, an
option  ("Option"),  effective  as  of  the  date of grant ("Date of Grant"), to
purchase  1,300,000  shares  of common stock of Company, $.01 par value ("Common
Stock"),  at  the  exercise  price  shown  above.

     1.     The  vesting  dates for this option are as follows: in installments,
as  follows:  (i)  433,334  shares of common stock may be purchased on the first
anniversary of the Date of Grant and, (ii) 866,666 shares of common stock may be
purchased  on  the  second anniversary of the Date of Grant;  provided, however,
the  Option  shall  only  vest as set forth in (i) and (ii) if  the Optionee has
been  continuously  employed by the Company or any of its affiliates between the
Date  of  Grant and the vesting date and on such vesting date.  In addition, the
Option will vest in full (less any component or portion which would otherwise be
vested  or  exercisable  and any portion previously vested and exercised) upon a
"Change  of  Control"  (as  that  term  is defined herein).  Notwithstanding the
foregoing  the  Board of Directors of the Company (the "Board") or its designees
may  accelerate  or  waive  such  vesting date with respect to any or all of the
shares  of  Common  Stock  covered  by  the  Option.

       A.     "Change  of  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 (or a 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
               the  Company  or  any  Significant  Subsidiary (as defined below)
               representing

<PAGE>

               50% or more of the combined voting power of the Company's or such
               Significant  Subsidiary's  then  outstanding  securities;

          (b)  during  any period of two years, individuals who at the beginning
               of  such  period  constitute  the  Board  of  Company and any new
               director  (other  than  a director designated by a person who has
               entered  into  an  agreement  with  the  Company  to  effect  a
               transaction  described  in  clauses  (i),  (iii), or (iv) of this
               paragraph) whose election by the Board or nomination for election
               by  stockholders was approved by a vote of at least two-thirds 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  (as  such  terms  are  used  in Rule 14a-11 of
               Regulation  14A  under  the  Exchange  Act)  or  other  actual or
               threatened solicitation of proxies or consents by or on behalf of
               an  individual,  corporation,  partnership,  group,  associate or
               other entity or Person other than the Board, cease for any reason
               to  constitute  at  least a majority of the Board of the Company;

          (c)  the  consummation  of a merger or consolidation of the Company or
               any subsidiary owning directly or indirectly all or substantially
               all  of  the  consolidated assets of the Company ( a "Significant
               Subsidiary")  with  any  other  entity,  including  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 50% of the combined
               voting  power  of  the  surviving or resulting entity outstanding
               immediately  after  such  merger  or  consolidation;

          (d)  the  stockholders  of the Company approve a plan or agreement for
               the  sale  or  disposition  of  all  or  substantially all of the
               consolidated  assets of the Company in which case the Board shall
               determine  the  effective date of the Change of Control resulting
               therefrom;  and

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

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

     2.     The Optionee 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  the Optionee specifies that the Optionee wishes to purchase.
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";  (b)  (unless  prohibited  by  the  Board)  certificates representing
shares  of

<PAGE>

 Common Stock of the Company, which will be valued by the Secretary of
the  Company at the fair market value per share of the Company's Common Stock on
the  date  of  delivery  of  such certificates of the Company, accompanied by an
assignment  of the stock to the Company; or (c) (unless prohibited by the Board)
any  combination  of  cash and Common Stock of the Company valued as provided in
clause  (b).  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 deems such
guarantees  necessary  or  desirable.

     3.     The  Company agrees to use commercially reasonable efforts to file a
Form  S-8  and  register  the  shares  issuable upon the exercise of the Options
contemplated  herein  under  the Securities Act of 1933 and any applicable state
securities  registration  requirements  and to cause such shares to be listed on
NASDAQ  (if  such  shares  are  not  already  listed  or  so  registered).

     4.     Your  Option will, to the extent not previously exercised by you, as
to  any  shares  purchasable  hereunder  (i.e.  vested)  expire  on  the  tenth
anniversary  of  the  Date  of  Grant.

     5.     In  the  event of any change in the outstanding shares of the Common
Stock  of the Company by reason of a stock dividend, stock split, combination of
shares,  recapitalization,  merger,  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 subject to this
Option  and the exercise price of such shares shall be appropriately adjusted in
a  manner  to  be  determined  in  the  reasonable  discretion  of  the  Board.

     6.     Except  as  otherwise  provided  by  the  Board or the Committee (as
defined below), this Option is not transferable except as designated by Optionee
or  by  will  or the laws of descent and distribution, and is exercisable during
the  Optionee's  lifetime only by the Optionee, including, for this purpose, the
Optionee's  legal  guardian  or custodian in the event of disability.  Until the
exercise price has been paid in full pursuant to due exercise of this Option and
the  purchased  shares are delivered to the Optionee, the Optionee does not have
any  rights as a stockholder of the Company.  The Company reserves the right not
to  deliver  to  the  Optionee the shares purchased by virtue of the exercise of
this  Option  during  any period of time in which the Company deems, in its sole
discretion,  that  such  would  violate  a  federal,  state, local or securities
exchange  rule,  regulation  or  law.

     7.     Notwithstanding  anything  to  the  contrary  contained herein, this
Option  is  not  exercisable  without  the  consent of the Company until all the
following  events  occur  and  during  the  following  periods  of  time:

          (a)  Until  this  Option  and  the optioned shares are approved and/or
               registered  with  such federal, state and local regulatory bodies
               or  agencies  and  securities  exchanges  as the Company may deem
               necessary  or  desirable;  or

          (b)  During  any  period  of  time in which the Company deems that the
               exercisability  of  this  Option,  the  offer  to sell the shares
               optioned  hereunder,  or the sale thereof, may violate a federal,
               state,  local  or securities exchange rule, regulation or law, or
               may  cause  the  Company  to

<PAGE>

               be  legally  obligated  to  issue  or  sell  more shares than the
               Company  is  legally  entitled  to  issue  or  sell.

          (c)  Until  the Optionee has paid or made suitable arrangements to pay
               (i)  all federal, state and local income tax withholding required
               to  be  withheld  by  the  Company  in connection with the Option
               exercise  and (ii) the Optionee's portion of other federal, state
               and  local  payroll  and  other  taxes due in connection with the
               Option  exercise.

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

          (a)  The  Optionee hereby agrees, warrants and represents that he will
               acquire  the  Common  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 of
               such  shares, except as hereafter permitted. The Optionee further
               agrees  that  he  will  not  at  any  time  make any offer, sale,
               transfer,  pledge or other disposition of such Common Stock to be
               issued  hereunder  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  to  the  effect  that  the proposed
               transaction  will  be exempt from such registration. The Optionee
               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  Common Stock to be issued to the Optionee
               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 Securities Act of 1933, as amended, and
               under any

<PAGE>

               applicable  state  laws or upon receipt of any opinion of counsel
               acceptable  to  the  Company  that said registration is no longer
               required.

     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 Securities Act of 1933, as amended, and any applicable state
securities  laws.

     10.     It  is  the  intention  of  the  Company and the Optionee that this
Option  shall not be an "Incentive Stock Option" as that term is used in Section
422  of  the  Code  and  the regulations thereunder.  This Option is not granted
pursuant  to any stock option plan. Notwithstanding the foregoing, the Board and
the  Compensation Committee or similar committee thereof (the "Committee") shall
have  plenary  authority  to  interpret the Option, prescribe, amend and rescind
rules  and  regulations relating to it, and make all other determinations deemed
necessary  or  advisable  for  the administration and/or exercise of the Option.

     11.     This  Option  constitutes  the  entire  understanding  between  the
Company  and  the  Optionee  with  respect  to  the subject matter hereof and no
amendment,  modification or waiver of this Option, in whole or in part, shall be
binding  upon  the Company unless in writing and signed by an authorized officer
of the Company.  This Option and the performances of the parties hereunder shall
be  construed  in  accordance  with  and  governed  by  the laws of the State of
Delaware.

     Please  sign  the  copy  of  this  Option  and  return  it to the Company's
Secretary, thereby indicating your understanding of and agreement with its terms
and  conditions.

                                        TALK.COM  INC.


                                        By:  /s/  Aloysius  T.  Lawn  IV
                                              ---------------------------
                                             Aloysius  T.  Lawn  IV
                                             Executive  Vice  President-General
                                                      Counsel  and  Secretary

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



/s/  Kevin  Griffo                       1/31/01
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Optionee                                   Date