TEL-SAVE HOLDINGS, INC.

                            INDEMNIFICATION AGREEMENT


             This  Indemnification   Agreement   ("Agreement")  is  made  as  of
_________,  by and between Tel-Save Holdings,  Inc., a Delaware corporation (the
"Company"), and Edward B.
Meyercord, III ("Indemnitee").

             WHEREAS,  Indemnitee  is an officer of the Company  and  performs a
valuable service in such capacity for the Company;

             WHEREAS,  the Company and  Indemnitee  recognize the  difficulty in
obtaining liability insurance for its directors, officers, employees, agents and
fiduciaries,  the  significant  increases in the cost of such  insurance and the
general reductions in the coverage of such insurance;

             WHEREAS,   the  Company  and  Indemnitee   further   recognize  the
substantial increase in corporate litigation in general,  subjecting  directors,
officers, employees, agents and fiduciaries to expensive litigation risks at the
same time as the  availability  and  coverage of  liability  insurance  has been
severely limited;

             WHEREAS,   Indemnitee  does  not  regard  the  current   protection
available as adequate  under the present  circumstances,  and the Indemnitee and
other directors,  officers, employees, agents and fiduciaries of the Company may
not be  willing  to  continue  to serve in such  capacities  without  additional
protection; and

             WHEREAS,  the Company desires to attract and retain the services of
highly qualified individuals,  such as Indemnitee,  to serve the Company and, in
part,  in order to induce  Indemnitee  to  continue  to provide  services to the
Company,  wishes to provide for the indemnification and advancing of expenses to
Indemnitee to the maximum extent permitted by law.

             NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

                    1. Indemnification.
                       ---------------

                             (a) Indemnification of Expenses.  The Company shall
indemnify Indemnitee to the fullest extent


<PAGE>


                                      - 2 -


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 (hereinafter a "Claim") by reason of (or arising in part out of) any event
or occurrence related to the fact that Indemnitee is or was a director, officer,
employee,  agent or fiduciary of the Company,  or any subsidiary of the Company,
or is or was  serving at the  request of the  Company or any  subsidiary  of the
Company  as a  director,  officer,  employee,  agent  or  fiduciary  of  another
corporation, partnership, joint venture, trust or other enterprise, or by reason
of any  action or  inaction  on the part of  Indemnitee  while  serving  in such
capacity  whether  or not the  basis of the  Claim is the  alleged  action in an
official capacity as a director,  officer,  employee,  agent or fiduciary of the
Company or any subsidiary, or in any other capacity while serving as a director,
officer,  employee,  agent or  fiduciary  of the Company or any  subsidiary,  as
described  above  (hereinafter  an  "Indemnifiable  Event")  against any and all
expenses actually and reasonably incurred or paid (including attorneys' fees and
all other costs,  expenses and obligations  actually and reasonably  incurred in
connection with investigating, defending, being a witness in or participating in
(including on appeal),  or preparing to defend,  be a witness in or  participate
in, any such action, suit, proceeding, alternative dispute resolution mechanism,
hearing, inquiry or investigation,  and amounts actually and reasonably incurred
or paid in settlement of any such action, suit, proceeding,  alternative dispute
resolution mechanism, hearing, inquiry or investigation),  and judgments, fines,
penalties  and  amounts  incurred  or paid,  in  connection  with the defense or
settlement of such 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  (collectively,  hereinafter  "Expenses"),  including  all
interest,  assessments  and other  charges paid or payable by the  Indemnitee in
connection  with or in respect of such Expenses.  Such payment of Expenses shall
be made by the  Company  as soon as  practicable  but in any event no later than
thirty (30) days after


<PAGE>

                                      -3-


written demand by Indemnitee therefor is presented to the Company.

                             (b) Reviewing Party. Notwithstanding the foregoing,
(i) the  obligations  of the Company  under Section 1(a) shall be subject to the
condition that the Reviewing  Party (as described in Section 10(e) hereof) shall
not have determined (in a written opinion,  in any case in which the Independent
Legal Counsel  referred to 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)  (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  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  should 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 a party to the Claim in respect
of which  indemnification  is  sought,  and if there  has been  such 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
referred to in Section 1(c) hereof.  If there has been no  determination  by the
Reviewing   Party  or  if  the  Reviewing   Party   determines  that  Indemnitee
substantively would not be permitted to be indemnified in whole or in part under
applicable  law, or if Indemnitee  shall not have received full  indemnification
from the Company within thirty (30) days after the Company's  receipt of written
notice by the


<PAGE>


                                      -4-

Indemnitee  demanding such  indemnification,  Indemnitee shall have the right to
commence litigation seeking an initial determination by the court 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.  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  of the  Company  (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  Articles of  Incorporation or Bylaws as now or
hereafter in effect,  the Company shall seek legal advice only from  Independent
Legal Counsel (as defined in Section  10(d) hereof)  selected by the Company and
approved in writing by the Indemnitee  (which approval shall not be unreasonably
withheld). 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. The


<PAGE>

                                      -5-


advances 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/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 such liability was prejudiced in a material respect by
such failure and except as provided in Section 2(f). Notice to the Company shall
be directed to the Chief  Executive  Officer of the Company at the address 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 give
the Company such information and cooperation as it may reasonably require and as
shall be within Indemnitee's power. Any costs or expenses (including  attorneys'
fees and  disbursements)  actually and  reasonably  incurred by Indemnitee in so
cooperating shall be borne by the Company  (irrespective of the determination as
to  Indemnitee's   entitlement  to  indemnification)   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, action, suit or proceeding,  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 Indemnitee's claim or create a


<PAGE>

                                      -6-


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 the  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  liability  insurance in effect which may cover such Claim,  the
Company  shall  give  prompt  notice of the  commencement  of such  Claim to the
insurers in accordance with the procedures set forth in the respective policies.
The Company shall  thereafter  take all  necessary or desirable  action to cause
such  insurers to pay,  on behalf of the  Indemnitee,  all amounts  payable as a
result of such action, suit, proceeding,  inquiry or investigation in accordance
with the terms of such policies.

                             (e) Selection of Counsel.  In the event the Company
shall  be  obligated  hereunder  to  pay  the  Expenses  of  any  action,  suit,
proceeding, inquiry or investigation,  the Company, except as otherwise provided
below, shall be entitled to assume the defense of such action, suit, proceeding,
inquiry or investigation at its own expense with counsel approved by Indemnitee,
upon the  delivery to  Indemnitee  of written  notice of its  election so to do.
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 the same action,  suit,  proceeding,  inquiry or
investigation,  other than as provided  below.  The Company shall not settle any
Proceeding  in any manner  which would impose any penalty or  limitation  on the
Indemnitee without the Indemnitee's written consent (which approval shall not be
unreasonably   withheld).   The  Indemnitee  shall  have  the  right  to  employ
Indemnitee's  own  counsel  in any such  action,  suit,  proceeding,  inquiry or
investigation,  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  the  Indemnitee,  unless  (i)  the  employment  of  counsel  by the
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


<PAGE>

                                      -7-


of the Board of Directors who were directors immediately prior to such Change in
Control),  the  employment of counsel by the Indemnitee has been approved by the
Independent Legal Counsel,  (ii) the Indemnitee shall have reasonably  concluded
that there may be a conflict of interest  between the Company and the Indemnitee
in the conduct of any such defense,  or (iii) the Company shall not in fact have
employed or retained or shall not in fact  continue to employ or retain  counsel
to  assume  the  defense  of  such   action,   suit,   proceeding,   inquiry  or
investigation,  in each of which cases the fees and expenses of the 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  action,  suit,  proceeding,
inquiry or  investigation  brought by or on behalf of the Company or as to which
the Indemnitee has made the conclusion  that there may be a conflict of interest
between the Company and the Indemnitee.

                    (f) Settlement of Claims. The Company shall not be liable to
indemnify  Indemnitee under this Agreement for any amounts paid in settlement of
any Claim effected without the Company's written consent, such consent not to be
unreasonably  withheld;  provided,  however,  that 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),  the Company shall be liable for  indemnification  of  Indemnitee  for
amounts paid in  settlement  if the  Independent  Legal Counsel has approved the
settlement.

                    3. Additional Indemnification Rights; Nonexclusivity.
                       -------------------------------------------------

                    (a)  Scope.  The  Company  hereby  agrees to  indemnify  the
Indemnitee to the fullest  extent  permitted by law,  notwithstanding  that such
indemnification  is not specifically  authorized by the other provisions of this
Agreement,  the Company's Articles of Incorporation,  the Company's 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 the Indemnitee, it is the intent of the parties hereto that Indemnitee
shall enjoy by 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


<PAGE>

                                      -8-


effect on this Agreement or the parties' rights and obligations hereunder.

                             (b) Nonexclusivity. The indemnification provided by
this  Agreement  shall be in addition to any rights to which  Indemnitee  may be
entitled  under  the  Company's  Articles  of  Incorporation,  its  Bylaws,  any
agreement,  any vote of stockholders  or  disinterested  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 action
taken  or not  taken  while  serving  in an  indemnified  capacity  even  though
Indemnitee may have ceased to serve in such capacity.

                    4. No  Duplication  of  Payments.  The Company  shall not be
liable under this  Agreement to make any payment in connection  with any action,
suit, proceeding, inquiry or investigation made against Indemnitee to the extent
Indemnitee has otherwise  actually received payment (under any insurance policy,
Articles  of  Incorporation,  Bylaw  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 some or a
portion of Expenses in the investigation,  defense,  appeal or settlement of any
civil or criminal action, suit, proceeding,  inquiry or investigation,  but not,
however,  for all of the total amount  thereof,  the Company shall  nevertheless
indemnify  Indemnitee  for the portion of such  Expenses to which  Indemnitee is
entitled.

                    6. Mutual  Acknowledgment.  Both the Company and  Indemnitee
acknowledge that in certain  instances,  Federal law or applicable public policy
may prohibit the Company from indemnifying its directors,  officers,  employees,
agents or fiduciaries 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 maintains
liability  insurance  applicable to directors,  officers,  employees,  agents or
fiduciaries, Indemnitee shall be covered by such policies in such a


<PAGE>

                                      -9-


manner as to provide  Indemnitee the same rights and benefits as are accorded to
the most  favorably  insured of the  Company's  directors,  if  Indemnitee  is a
director;  or of the Company's officers,  if Indemnitee is not a director of the
Company  but is an  officer;  or of  the  Company's  key  employees,  agents  or
fiduciaries,  if Indemnitee is not an officer or director but is a key employee,
agent or fiduciary.

                    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 relieved of liability  under  applicable  law, or for any
Expenses  resulting from  Indemnitee's  conduct with is finally adjudged to have
been willful misconduct or knowingly fraudulent;

                    (b) Claims Initiated by Indemnitee.  To indemnify or advance
expenses to  Indemnitee  with  respect to  proceedings  or 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,  advance expense payment or insurance recovery, as the case may
be,  except (i) with  respect to  proceedings  brought to establish or enforce a
right to or for advances of Expenses and/or indemnification under this Agreement
or any other  agreement or insurance  policy or under the Company's  Articles of
Incorporation  or Bylaws  now or  hereafter  in effect  relating  to Claims  for
Indemnifiable  Events,  (ii) in  specific  cases if the Board of  Directors  has
approved the initiation or bringing of such suit, or (iii) as otherwise required
under the General Corporation Law of the State of Delaware;

                    (c) Lack of Good  Faith.  To  indemnify  Indemnitee  for any
expenses incurred by the 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


<PAGE>

                                      -10-


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, or any similar successor statute.

                    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
against Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or
legal representatives after the expiration of two 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)  For  purposes  of  this  Agreement,  references  to the
"Company"  shall  include,  in  addition  to  the  resulting  corporation,   any
constituent corporation (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,  employees,
agents 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,
employee, agent or fiduciary of another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise,  Indemnitee shall stand in the
same  position  under the  provisions  of this  Agreement  with  respect  to the
resulting or surviving corporation as Indemnitee would have with respect to such
constituent corporation if its separate existence had continued.

                    (b) For  purposes of this  Agreement,  references  to "other
enterprises"  shall include employee benefit plans;  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"  shall
include any service as a director,  officer, employee, agent or fiduciary of the
Company  which  imposes  duties on, or  involves  services  by,  such  director,
officer,  employee, agent or fiduciary with respect to an employee benefit plan,
its


<PAGE>

                                      -11-


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.

                    (c) 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  Securities  Exchange Act of 1934, as amended),
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 said Act), directly or indirectly,  of securities of
the Company  representing more than 20% of the total voting power represented by
the Company's then outstanding Voting Securities,  (ii) during any period of two
consecutive  years,  individuals who at the beginning of such period  constitute
the Board of Directors of the Company and any new director 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  represented  by the Voting  Securities  of the Company or such  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 of (in one
transaction  or a  series  of  transactions)  all  or  substantially  all of the
Company's assets.

                    (d) For  purposes  of  this  Agreement,  "Independent  Legal
Counsel"  shall mean an attorney or firm of  attorneys,  selected in  accordance
with the


<PAGE>

                                      -12-


provisions  of  Section  1(c)  hereof,  who shall not have  otherwise  performed
services for the Company or  Indemnitee  within the last three years (other than
with  respect  to  matters  concerning  the  rights  of  Indemnitee  under  this
Agreement,   or  of  other  indemnitees  under  similar  indemnity  agreements).
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) For purposes of this  Agreement,  a "Reviewing  Party"
shall mean any  appropriate  person or body consisting of a member or members of
the  Company's  Board of Directors or any other person or body  appointed by the
Board  of  Directors  who is not a  party  to the  particular  Claim  for  which
Indemnitee is seeking indemnification, or Independent Legal Counsel.

                      (f) For purposes of this  Agreement,  "Voting  Securities"
shall mean any  securities of the Company that vote generally in the election of
directors.

                    11.  Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall constitute an original.

                    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, assigns, including any direct or
indirect  successor by purchase,  merger,  consolidation  or otherwise to all or
substantially all of the business and/or assets of the Company,  spouses, heirs,
and personal and legal representatives.  The Company shall require and cause any
successor  (whether  direct or indirect by purchase,  merger,  consolidation  or
otherwise) to all,  substantially  all, or a  substantial  part, of the business
and/or  assets  of the  Company,  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
continue in effect  regardless  of whether  Indemnitee  continues  to serve as a
director of the Company or of any other enterprise at the Company's request.


<PAGE>

                                      -13-


                    13.  Attorneys'  Fees.  In the  event  that  any  action  is
instituted by Indemnitee  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 the advancement of Expenses with respect to such action, unless as a
part of such  action  the  court of  competent  jurisdiction  over  such  action
determines  that each of the material  assertions  made by Indemnitee as a basis
for such action were not made in good faith or were  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 the  advancement  Expenses with respect to such action,  unless as a
part of such action the court having  jurisdiction  over such action  determines
that each of  Indemnitee's  material  defenses  to such  action were made in bad
faith or were frivolous.

                    14.  Notice.  All  notices,   requests,  demands  and  other
communications under this Agreement shall be in writing and shall be deemed duly
given (i) if delivered by hand and receipted for by the party addressee,  on the
date of such receipt, or (ii) if mailed by domestic certified or registered mail
with  postage  prepaid,  on the third  business  day after the date  postmarked.
Addresses for notice to either party are as shown on the signature  page of this
Agreement, or as subsequently modified by written notice.

                    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 court 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.


<PAGE>

                                      -14-


                    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  limitations,  each  portion  of this  Agreement
containing  any provision held to be invalid,  void or otherwise  unenforceable,
that is not itself 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  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  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 the parties hereto. No waiver of any of the provisions of
this  Agreement  shall be  deemed  or shall  constitute  a waiver  of any  other
provisions  hereof (whether or not similar),  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 and
merges 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

<PAGE>

                                      -15-


as giving  Indemnitee  any right to be  retained in the employ of the Company or
any of its subsidiaries.

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

                                                 TEL-SAVE HOLDINGS, INC.


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

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

                                                 22 Village Square

                                                 New Hope, Pennsylvania 18938


AGREED TO AND ACCEPTED

INDEMNITEE:


-----------------------
(indemnitee)


-----------------------
(address)