EXHIBIT 10.48

                              EMPLOYMENT AGREEMENT


     THIS  EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the
8th  day  of  March,  2000  between  Talk.com, Inc., a Delaware corporation (the
"Company"),  and  Warren  Brasselle  ("Employee").

     WHEREAS,  Company  desires  to  employ  Employee and Employee desires to be
employed  by  Company;  and

     WHEREAS, Company and Employee desire to enter into this Agreement that sets
forth  the  terms  and  conditions  of  said  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  tax  reporting  and
withholding).

     2.     TERM  OF  AGREEMENT.  The  term  of  Employee's employment hereunder
shall  commence on April 3, 2000 (the "Commencement Date") and shall continue in
effect  for  a  period of three years thereafter, except as hereinafter provided
(the  "Term").  For purposes of this Section 2, Employee shall be deemed to have
commenced  employment  hereunder  in  accordance with his obligations under this
Agreement  if  an  Employment  Presentment  (as  defined below) takes place. For
purposes  of  this  Agreement, an "Employee Presentment" shall be deemed to have
occurred  if  Employee does present himself at the offices of Company in Reston,
Virginia  (or  such  other  location  as Employee may be directed by the Gabriel
Battista)  prepared  to  commence  performing  his duties hereunder on or before
April  3,  2000.

     3.     POSITIONS  AND  DUTIES.
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     3.1     OFFICER  POSITIONS.  Except as may otherwise be agreed upon between
Company  and  Employee,  Employee  shall  perform  such  duties  and  have  such
responsibilities  as  Senior  Vice  President, Network Management 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  Company's Chief Executive Officer or Company's Board of Directors (the
"Board")  and  as  set forth in Exhibit A hereto, including, without limitation,
service  as  an  employee,  officer  or  director of affiliates (as that term is
defined  in  Rule  405 under the Securities Act of 1933, as amended (the "Act"))
(hereinafter,  "Affiliates")  of  Company,  without  additional  compensation.
References  in  this  Agreement  to  Employee's employment with Company shall be
deemed  to  refer  to  employment  with  Company  and/or, as the case may be, an
Affiliate,  as  the  context  requires.  Employee  shall  perform his duties and
responsibilities  to  the  best  of  his  abilities  hereunder  in  a  diligent,
trustworthy,  businesslike  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
Employee  from  (a) engaging in charitable activities and community affairs, and
(b) managing his personal investments and affairs (subject to the limitations in
Section  10  hereof.

4.     COMPENSATION  AND  RELATED  MATTERS.
       -----------------------------------

     4.1     BASE SALARY.  During the Term, Company shall pay to Employee a base
salary  ("Base  Salary")  at  the  rate  of  Two  Hundred Fifty Thousand Dollars
($250,000)  per  year, which Base Salary shall be paid to Employee in accordance
with  Company's  usual  and  customary  payroll  practices.

     4.2      SUPPLEMENTAL  PAYMENTS.  Employee  shall  be  entitled  to receive
payments  of $50,000 on June 31, 2000 and $50,000 on September 30, 2000 provided
that  Employee has not voluntarily terminated his employment with the Company or
been terminated "for cause" (as that term is defined herein) prior June 31, 2000
(for  the  initial  payment)  and  September,  30 2000 (for the second payment).

     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 and arrangements may be altered from time to time at the
discretion  of the Board (the "Benefits").  Annual bonuses to Employee may be up
to thirty percent (30%) of Base Salary.  Notwithstanding the foregoing, Employee
acknowledges and agrees that bonuses, annual or otherwise, are performance based
and  discretionary  with  the  Board  of  Directors  or  a  Committee  thereof.

     4.3     PERQUISITES.  During  the  Term,  Employee  shall  be  entitled  to
receive  fringe benefits as are generally made available to Company's employees.

     4.4     EXPENSES.  Company  shall  promptly  reimburse  Employee  for  all
out-of-pocket  expenses  related to Company's business that are actually paid or
incurred  by him in the performance of his services under the Agreement and that
are incurred, reported and documented in accordance with the Company's policies.

     4.5     STOCK  OPTIONS.
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(a)     GRANT  OF  OPTIONS.  Effective  on  the  date  hereof, Employee shall be
granted  an  option  (the "Ongoing Option") to purchase 180,000 shares of Common
Stock  in accordance with a stock option agreement to be mutually agreed to, and
executed  by,  Company  and Employee prior to the Commencement Date, which stock
option  agreement  shall be in substantially the form thereof attached hereto as
Exhibit  A.  The  Option shall have an exercise price equal to $14 3/8 per share
and  shall expire on the tenth anniversary of the date hereof and shall vest and
become  exercisable,  subject to accelerated vesting in the event of a Change in
Control  (defined as provided below) of Company in installments, as follows: (i)
options  with  respect  to  30,000  shares of Common Stock shall vest and become
exercisable on the date hereof and (ii) options with respect to 50,000 shares of
Common  Stock  shall vest and become exercisable on the first anniversary of the
date  hereof,  (iii) options with respect to 50,000 shares of Common Stock shall
vest  and  become  exercisable  on the second anniversary of the date hereof and
(iv) options with respect to 50,000 shares of Common Stock shall vest and become
exercisable  on  the  third  anniversary  of  the date hereof. In the event of a
Change in Control of Company, the Option shall vest and become exercisable as to
all  shares  then subject thereto that are not then vested and exercisable.  For
purposes of this Agreement, "Change in Control" shall be deemed to have occurred
if:

          (i)  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; 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 50% or more of the
               combined  voting power of the Company's, or such subsidiary's, as
               the  case  may  be,  then  outstanding  securities;

          (ii) 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  (i), (iii), or (iv) of this Section 2(a)) 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;

          (iii) 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;

          (iv) 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;  and

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

Notwithstanding  the foregoing, the Options shall be forfeited by Employee if an
Employment  Presentment  does  not  take  place  on  or  before  April  3, 2000.

          (b)     REGISTRATION STATEMENT.  Company will file with the Securities
and  Exchange  Commission  and  any  applicable  state  securities  regulatory
authorities  a  Registration  Statement  on  Form  S-8  (or  if  unavailable,  a
registration  statement  on  Form  S-3)  to  register  the  shares issuable upon
exercise  of  the  Option  under  the Act and any applicable state securities or
"Blue  Sky"  laws as soon as practicable after the date hereof.  Notwithstanding
the  foregoing, Company shall be entitled to postpone for a reasonable period of
time the filing or the effectiveness of such registration statement if the Board
shall  determine  in  good  faith  that  such  filing  or effectiveness would be
materially  detrimental  to  the  Company's  business  interests.

     5.     TERMINATION.  The  Term  of  Employee's  employment hereunder may be
terminated  under  the  following  circumstances:

     5.1     DEATH.  The Term of Employee's employment hereunder shall terminate
upon  his  death.

     5.2     DISABILITY.  If  Employee  becomes  physically or mentally disabled
during  the term hereof so that he is unable to perform services required of him
pursuant to this Agreement for an aggregate of six (6) months in any twelve (12)
month  period (a 'Disability"), Company, at its option, may terminate Employee's
employment  hereunder.

     5.3     CAUSE.  Upon  written  notice,  Company  may  terminate  Employee's
employment  hereunder  for  Cause  (as  defined  below).  For  purposes  of this
Agreement,  Company  shall  have  "Cause"  to  terminate  Employee's  employment
hereunder  upon  (a)  a material breach by Employee of any material provision of
this  Agreement,  (b)  willful  misconduct  by  Employee  in  connection  with
misappropriating  any funds or property of Company, (c) attempting to 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
the  Board  or  (d)  Employee's  gross  neglect in the performance of the duties
required  to  be  performed  by  Employee  under  this  Agreement.

     5.4     BY  EMPLOYEE.  Employee  may  terminate  his  employment hereunder:

     (a)  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  such  termination  under  this  Section  5.4  (a).

     (b)  For Good  Reason  (as  defined  below)  immediately and with notice to
Company.  "Good  Reason"  for  termination by Employee shall include, but is not
limited  to,  the  following:

          (i)  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;

          (ii) Failure  by  Company  to  maintain  Employee  in  a  position
               commensurate  with  that  referred  to  in  Section  3  of  this
               Agreement;  or

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

     5.5     WITHOUT  CAUSE.  Company  may  otherwise  terminate  the  Term  of
Employee's  employment  at  any  time  upon  written  notice  to  Employee.

     6.     COMPENSATION  IN  THE  EVENT  OF  TERMINATION.  In  the  event  that
Employee's employment hereunder terminates prior to the end of the Term, 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 by Company without
Cause or by Employee for Good Reason, then the 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 to 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 date which is six (6) months after the effective
date of such termination, (c) reimburse Employee for expenses that may have been
incurred, but which have not been paid as of the date of termination, subject to
the requirements of Section 4.4 hereof and (d) one hundred percent (100%) of the
outstanding  stock  options  granted  to  the  Employee  that are unvested shall
immediately  vest  and  become  exercisable.

     6.2     BY  COMPANY  FOR  CAUSE;  BY  EMPLOYEE WITHOUT GOOD REASON.  In the
event  that  Company  shall  terminate Employee's employment hereunder for Cause
pursuant  to  Section  5.3  hereof  or  Employee  shall terminate his employment
hereunder  without  Good  Reason, all compensation and Benefits, as specified in
Section  4  of this Agreement, theretofore payable or provided to Employee shall
cease  to be payable or provided, except for any Due Bonus and any Benefits that
may  have  been  due  and  payable but that have not been paid as of the date of
termination and reimbursement of 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.

     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 or any Benefits that may have been earned and are due and
payable  as  of the date of death, but which have not been paid as of such date,
(b)  reimbursement  of  expenses that may have been incurred, but which have not
been  paid  as  of the date of death, subject to the requirements of Section 4.4
hereof,  and  (c)  all  outstanding  stock  options granted to Employee that are
unvested  shall immediately vest and become exercisable and Employee's estate or
beneficiaries,  as the case may be, shall have the right to exercise any of such
stock  options  during  the period commencing on the date of death and ending on
the  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.

<PAGE>
     6.4     DISABILITY.  In  the  event of Employee's Disability, Company shall
not  be  obligated to pay Employee or his estate or beneficiaries any additional
compensation  except  for:  (a)  any  Due  Bonus and Benefits that may have been
earned and are due and payable as of the date of such Disability, but which have
not  been paid as of such date, and (b) reimbursement for expenses that may have
been incurred but which have not been paid as of the date of Disability, subject
to  the requirements of Section 4.4 hereof.  Upon termination due to Disability,
fifty  percent  (50%)  of the outstanding stock options granted to Employee that
are  unvested  shall immediately vest and become exercisable and Employee or his
estate  or  beneficiaries,  as the case may be, shall have the right to exercise
any of such stock options during the period commencing on the date of Disability
and  ending  on  the second anniversary of the date of the Disability or for the
remainder  of  Exercise  Period,  if  less.

     6.5     NO MITIGATION.  In the event of any termination of employment under
Section  5  hereof,  Employee  shall  be  under  no  obligation  to  seek  other
employment;  provided;  however,  that  to  the extent that Employee does obtain
other  employment  subsequent  to  the  termination  of  Employee's  employment
hereunder,  the obligations of Company to pay Benefits under this Agreement from
and  after  the  date  of commencement of such other employment shall terminate.

     7.     UNAUTHORIZED  DISCLOSURE.  Employee  shall  not,  without  the prior
written consent of Company, disclose or use in any way, either during 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,  whether or not conceived of or
prepared  by  him, which is related to any service or business of Company or any
Affiliate;  provided,  however,  that  the  foregoing  shall  not  apply  to (a)
information  that is not unique to the Company or that is generally known to the
industry  or  the  public  other  than  as a result of Employee's breach of this
covenant, (b) information known to Employee other than from information provided
by  Company  or (c) 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 other governmental 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
compelled  to  disclose  information  to,  or pursuant to the requirements of, a
court or other governmental authority, Employee may disclose such information to
such  court or other governmental authority without liability to any other party
hereto.

     8.     TANGIBLE  ITEMS.  All  files,  records,  documents,  manuals, books,
forms,  reports,  memoranda,  studies,  data,  calculations,  recordings  and
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, and which are
received by Employee from, or on behalf of Company or an Affiliate in the course
of  his  employment  hereunder  are  and  shall remain the exclusive property of
Company and any such Affiliate and shall not be removed from the premises of the
Company  or such Affiliate, as the case may be, except as required in the course
of  Employee's  employment  hereunder,  without the prior written consent of the
Company's  Chief  Executive Officer or the Board, and the same shall be promptly
returned  by Employee upon the termination of Employee's employment with Company
or  at  any time prior thereto upon the request of the Company's Chief Executive
Officer  or  the  Board.

     9.     INVENTIONS  AND  PATENTS.  Employee  agrees  that  all  inventions,
innovations,  improvements,  developments, methods, designs, analyses, drawings,
reports, and all similar or related information that relates to Company's actual
or anticipated business, research and development or existing or future products
or  services and that are conceived, developed or made by or at the direction of
Employee  while  Employee  is  employed  by  Company  will  be owned by Company.
Employee  also  agrees  to  promptly  perform,  at  the  expense of Company, all
reasonable  actions  (whether  before,  during  or  after the Term) necessary to
establish  and  confirm  such  ownership.

     10.     CERTAIN  RESTRICTIVE  COVENANTS.  During the Term, and for a period
ending  six (6) months after the earlier of Employee's termination of employment
hereunder and the end of the Term for which the Employee is being compensated at
an  annual  rate equal to the Base Salary, Employee agrees that he will not act,
either  directly  or  indirectly,  as  a partner, officer, director, substantial
stockholder  (an  equity  interest  of  5%  or  more)  or employee of, 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 that competes with the business of Company (each,
a  "Competitor"), 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  hereof,  for a period of twelve (12) months thereafter, he will not,
directly  or indirectly, employ, offer to employ, or actively interfere with the
relationship  of  Company  or  an Affiliate with, any employee of Company or any
employee  of  any  Affiliate.

     11.     EMPLOYEE  REPRESENTATIONS  AND  COVENANTS.  Employee  hereby
represents,  warrants  and covenants to Company that (a) 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 employment, non-competition
or  confidentiality contract or agreement, instrument; order, judgment or decree
to  which  Employee  is  a  party  or  by  which  he  is bound; (b) Employee, in
performing  this Agreement and the duties of Employee's employment with Company,
will  not  disclose  or  utilize  any trade secrets of a former employer, unless
Employee  has  first obtained express written authorization from any such former
employer for their disclosure or use; (c) Employee has not brought, and will not
bring  to  Company,  any  documents,  records,  information  or

<PAGE>

other  materials  of  a  former employer that are not generally available to the
public,  unless  Employee  has first obtained express written authorization from
any  such  former  employer  for  their  possession  and  use;  and (d) 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,  subject  to applicable bankruptcy, insolvency and similar laws affecting
the  rights  of  creditors  generally.

     12.     COMPANY  REPRESENTATIONS.  Company represents and warrants (a) that
it  is  duly  authorized  and  empowered  to  enter into this Agreement, (b) the
execution,  delivery  and  performance of this Agreement by Company does not and
will  not  conflict with, breach, violate or cause a default under any contract,
agreement,  instrument, order, judgment or decree to which Company is a party or
by  which it is bound, and (c) upon the execution and delivery of this Agreement
by  Employee,  this  Agreement  shall  be  the  valid  and binding obligation of
Company,  enforceable  in  accordance  with  its  terms,  subject  to applicable
bankruptcy,  insolvency  and  similar  laws  affecting  the  rights  of creditor
generally.

     13.     INDEMNIFICATION.  Prior  to  the  Commencement  Date,  Company  and
Employee  shall  enter  into  an  indemnification  agreement  in a form mutually
acceptable  to  Company  and  Employee and containing terms no less favorable to
Employee  than  those  contained  in  any  indemnification  or similar agreement
currently  in  effect  between  Company  and  any  of  its  officers.

     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  plan  or other plans or programs provided to officers,
directors  or  employees  of  Company.

     16.     RIGHTS OF EMPLOYEE'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  Employee's  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  which  would  have  been  payable  to  such
beneficiary  shall  be  paid  to  Employee's  estate.  If  any  designated

<PAGE>

beneficiary  survives  Employee,  but  dies  before  payment  of all amounts due
hereunder,  such  payments  shall,  unless Employee has designated otherwise, be
made  to such beneficiary's estate. In the event of Employee's death or judicial
determination of his incompetence, reference in this Agreement to Employee shall
be  deemed where appropriate, to refer to his beneficiary, estate or other legal
representative.

     17.     SEVERABILITY.  It  is  the  intent and understanding of the parties
hereto  that  if,  in any action before any court or other tribunal of competent
jurisdiction legally empowered to enforce this Agreement, any term, restriction,
covenant,  or  promise  is  held  to  be  unenforceable  as  a  result  of being
unreasonable  or for any other reason, 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 other tribunal
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,
and this agreement shall be deemed to be in full force and effect as so modified
and such modification or amendment in any event shall apply only with respect to
the  operation  of  this  Agreement in the particular jurisdiction in which such
adjudication  is  made.

     18.     NOTICES.  Any notices or demands given in connection herewith shall
be  in  writing  and  deemed  given  when  (a) personally delivered, (b) sent by
facsimile  transmission  to  a number provided in writing by the addressee and a
confirmation  of  the transmission is received by the sender or (c) two (2) days
after  being deposited for delivery with a recognized overnight courier, such as
Federal  Express,  and  addressed or sent, as the case may be, to the address or
facsimile number set forth below or to such other address or facsimile number as
such  party  may  in  writing  designate:

     If  to  Employee:    Warren  Brasselle
                          41832  Giddings  Lane
                          Leesburg  VA  20176
                          Phone  No:  (703)  779-0554

     If  to  Company:     Talk.com,  Inc.
                          6805  Route  202
                          New  Hope,  Pennsylvania  18938
                          Attn:  Aloysius  T.  Lawn,  IV
                          Fax  No.:  (215)  862-1092

Either  party  may change its address for notices by written notice to the other
party  in  accordance  with  this  Section  17.

     19.     WAIVER.  No  provision of this Agreement may be modified, waived or
discharged  unless  such  waiver,  modification  or  discharge is agreed to in a
writing  executed by Employee and Company.  No waiver by any party hereto at any
time of any breach by another 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.

     20.     GOVERNING  LAW.  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.

     21.     HEADINGS.  The  headings  in  this  Agreement  are  inserted  for
convenience  only  and  shall have no significance in the interpretation of this
Agreement.

     22.     SUCCESSORS.  Company  may  not  assign  any  of  its  rights  or
obligations under this Agreement hereunder.  Employee may assign his rights, but
not  his  obligations,  hereunder  and  all of Employee's rights hereunder shall
inure to the benefit of his estate, personal representatives, designees or other
legal  representatives.  All  of  the rights of Company hereunder shall inure to
the  benefit  of,  and be enforceable by the successors of Company.  Any person,
firm  or  corporation succeeding to the business of Company by merger, purchase,
consolidation  or  otherwise  shall be deemed to have assumed the obligations of
Company  hereunder;  provided, however, that Company shall, notwithstanding such
assumption  by  a  successor,  remain  primarily  liable and responsible for the
fulfillment  of  its  obligations  under  this  Agreement.

     23.     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.

     24.     CERTAIN  WORDS.  As  used  in  this  Agreement, the words "herein,"
"hereunder,"  "hereof"  and  similar  words  shall  be  deemed  to refer to this
Agreement in its entirety, and not to any particular provision of this Agreement
unless  the  context  clearly  requires  otherwise.

     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/  Aloysius  T.  Lawn  IV
        ---------------------------
       Aloysius  T.  Lawn,  IV
       Executive  Vice  President,  Secretary  and
       General  Counsel



      /s/  Warren  Brasselle
       ----------------------
       Warren  Brasselle