EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT  ("Agreement") is made and entered into as of
the 28th day of March,  2001,  between  Talk.com  Inc.,  a Delaware  corporation
("Company"), and Edward B. Meyercord, III ("Employee").

                              Preliminary Statement

         WHEREAS,  Employee has been an employee of Company and Company  desires
to continue to employ  Employee and Employee  desires to continue 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).

         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  Chief  Operating  Officer,  Chief  Financial  Officer  and
Treasurer,  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  (the   affiliates   of  Company,   "Affiliates")   without   additional
compensation. References in this Agreement to Employee's employment



<PAGE>

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 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 $300,000,  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.  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"). 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  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.

         5.       Termination.  The Term may be  terminated  under the following
circumstances:



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<PAGE>

                  5.1      Death.  The Term shall  terminate upon the Employee's
death.

                  5.2      Disability.  Company  may  terminate  the  Term  as a
result of Employee's  physical or mental incapacity in accordance with Company's
disability policy (a "Disability").

                  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  without prior written  disclosure  thereof to, and consent from, the
Board; or (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.

                  5.4      By Employee.

                           (i)      Employee may  terminate  the Term 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
position commensurate with that referred to in Section 3 of this Agreement;

                           (c)      The  assignment  to  Employee  of any duties
inconsistent with the Employee's position, authority, duties or responsibilities
as contemplated  by Section 3 of this Agreement,  or any other action by Company
that  results  in  a  diminution  of  such   position,   authority,   duties  or
responsibilities; or

                           (d)      The relocation of Company's offices at which
Employee is



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<PAGE>

principally  employed  to a  location  more  than 50 miles  away  from New Hope,
Pennsylvania,  or Company's  requiring  Employee to be based anywhere other than
Company's  offices  in New Hope,  Pennsylvania  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 executive offices
in 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 that was
due to  Employee  as of the date of such  termination,  pursuant to the terms of
such bonus (a "Due  Bonus"),  (b) continue to pay and provide  Employee the 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  earlier of the date
when the Term would  otherwise have expired in accordance  with Section 2 hereof
and the  second  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 Cause. 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 any 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 termination  and  reimbursements  for expenses that may have been
incurred,  reported and documented 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 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
termination  and  reimbursements  for  expenses  that  may have  been  incurred,
reported  and  documented  but  that  have  not  been  paid  as of the  date  of
termination, (b) reimbursement of expenses that may have been incurred, but that
have not been paid as of the date of death,



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<PAGE>

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 second 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 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 termination;  and (b) reimbursement for expenses that may have been incurred,
reported  and  documented  but  that  have  not  been  paid  as of the  date  of
termination, 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;



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<PAGE>

                  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;

                  7.1.5    any other event occurs that the Board determines,  in
its  discretion,  would  materially  alter  the  structure  of  Company  or  its
ownership; or

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

         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


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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)  twenty-four  months' Base Salary
plus (y) an  amount  equal to the  average  annual  incentive  bonus  earned  by
Employee from Company during the last four (4) completed fiscal years of Company
preceding  the date of Change in  Control,  or if  Employee  was not an  officer
during  any or all of such  prior  four (4)  fiscal  years,  the  average of the
incentives  received  during the fiscal years when Employee was such an officer;
(c) for a period of two years after the date of termination,  arrange to provide
Employee with life, disability, sickness and accident, health, vision and dental
insurance  benefits  substantially  similar to those that  Employee was entitled
prior to the Change in Control,  as well as with the other  fringe  benefits and
perquisites  to which  Employee  was  entitled  pursuant to Section 4.3; and (d)
reimburse Employee for expenses that may have been incurred,  but which have not
been paid as of the date of termination,  subject to the requirements of Section
4.4 hereof.

         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.



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<PAGE>

         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,  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 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. For a period ending twelve (12)
months after the earlier of the Employee's  termination of employment  hereunder
or the Term,  Employee agrees that he will not act either directly or indirectly
as a partner, officer, director,  substantial stockholder or employee, 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 that in
the event of the termination of his employment  under Section 5, for a period of
one year  thereafter,  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.



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<PAGE>

         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
other  employee  benefit  or  other  plans or  programs  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.



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<PAGE>

         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:

         Edward B. Meyercord
         415 Ridgeview Road
         Princeton, NJ  08540


         If to Company:

         Talk.com Inc.
         6805 Route 202
         New Hope, Pennsylvania 18938
         Attn: Chief Executive Officer

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.



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<PAGE>

         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 15 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.

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

                                           TALK.COM INC.


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



                                            /s/
                                           -------------------------------------
                                           Edward B. Meyercord, III
                                           Employee


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