EXHIBIT 10.36


                   AMENDMENT OF REGISTRATION RIGHTS AGREEMENT
                             (Borislow and Trust II)


     THIS AMENDMENT OF  REGISTRATION  RIGHTS  AGREEMENT  (this  "Amendment")  is
entered into as of the 18th day of March, 1999, by and among TEL-SAVE.com, INC.,
a Delaware  corporation (the "Company"),  DANIEL M. BORISLOW, a former director,
officer,  and  shareholder  of the Company  ("Borislow"),  and SETH  TOBIAS,  as
Trustee of that certain D&K Grantor Retained Annuity Trust dated August 18, 1998
("Trust II").

                                    RECITALS:

     A. The  parties  hereto and MARK  PAVOL,  as Trustee  of that  certain  D&K
Grantor  Retained  Annuity  Trust dated June 15, 1998 (the "Trust") have entered
into that certain  Registration  Rights  Agreement dated as of December 31, 1998
(the "Registration Rights Agreement").

     B. The parties  hereto,  the Trust,  and certain other parties have entered
into that  certain  Agreement  dated  March 15,  1999,  pertaining,  among other
things, to the modification of certain promissory notes issued by Communications
TeleSystems  International,  and it is a condition  to that  Agreement  that the
parties hereto agree to enter into this Amendment.

     C. The  Company  and the Trust  have  agreed  to a  separate  Amendment  of
Registration Rights Agreement (The Trust).

     NOW, THEREFORE, for valuable consideration,  the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     1.  Definitions.  Terms in this Agreement with initial  capital letters and
not otherwise  defined herein shall have the meanings  defined for such terms in
the Registration Rights Agreement.

     2. Amendment of Section 7(a) of the Registration Rights Agreement.  Section
7(a) of the  Registration  Rights Agreement is hereby amended to read in full as
follows:

     "(a) The Company agrees that in the event that it makes a public or private
     offering  of its debt  securities  in  exchange  for  cash,  to the  extent
     permitted by law the Company will, at the option of Borislow or (subject to
     the terms stated herein) Trust II, utilize up to forty percent (40%) of the
     net cash  proceeds of that  offering to the  Company  after  payment of the
     expenses  relating to the offering that are to be borne by the Company (the
     "Net  


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     Cash  Proceeds") to  repurchase  at the then fair market value  convertible
     subordinated  notes of the Company then owned of record and beneficially by
     Borislow  or Trust  II;  provided,  however,  that the  rights  of Trust II
     hereunder  are  subject and  subordinate  to the rights of Borislow in this
     Section 7(a).  Notwithstanding  the foregoing,  this Section 7(a) shall not
     apply  to  any  debt  offering  by  the  Company  to a  bank  or  financial
     institution  or in a commercial  context.  Borislow may exercise his option
     set forth in this Section 7(a) by delivering  notice to the Company  within
     five (5) days after the  receipt by  Borislow  of written  notice  from the
     Company, such notice to be sent by Registered or Certified Mail with Return
     Receipt  Requested,  that the  Company  intends to make a public or private
     offering of its debt  securities  in exchange for cash.  To the extent that
     any Net Cash  Proceeds  remain  after  Borislow's  exercise  or  failure to
     exercise  timely his option set forth in this  Section  7(a),  Trust II may
     exercise its rights under this Section 7(a) to the extent of such remaining
     balance of Net Cash Proceeds. Trust II may exercise its option set forth in
     this Section 7(a) by delivering  notice to the Company within five (5) days
     after the  receipt by Trust II of written  notice  from the  Company,  such
     notice to be sent by  Registered  or  Certified  Mail with  Return  Receipt
     Requested, that the Company intends to make a public or private offering of
     its debt securities in exchange for cash.

     3. Amendment of Section 7(d) of the Registration Rights Agreement.  Section
7(d) of the  Registration  Rights Agreement is hereby amended to read in full as
follows:

     "(d) For the period commencing  January 1, 1999, through June 30, 2000, the
     Company  shall  not make  any  offer  or sale of any of its  capital  stock
     (including  its  Common  Stock)  unless  and  until  Borislow  has  sold or
     otherwise disposed of all shares of Common Stock now held by him; provided,
     however,  that this  Section  7(d)  shall not  prohibit  the  Company  from
     offering  or selling  shares of its  Common  Stock in  connection  with any
     employee benefit plan or stockholder  rights  distribution;  and,  provided
     further,  that up to the entire  proceeds from the sale of shares of Common
     Stock in connection with such employee benefit plans or stockholder  rights
     distributions  ("Sale  Proceeds")  during the  eighteen  (18) month  period
     referred to above in this Section 7(d) shall be used, at Borislow's  option
     and if  permitted by  applicable  law and as provided  herein,  to purchase
     Common Stock then owned by Borislow.  Notwithstanding  the  foregoing,  and
     without  in any way  prejudicing  any other  rights of  Borislow,  Borislow
     

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     hereby:  (1)  irrevocably  waives the rights  provided to him under Section
     7(d) of the  Registration  Rights  Agreement  with  respect  only to  those
     proceeds ("Proceeds")  generated upon the exercise of options through March
     18,  1999;  and (2) agrees that the option set forth in Section 7(d) of the
     Registration  Rights  Agreement  with  respect  to the  Proceeds  generated
     through March 18, 1999, has terminated.

          "(i)  Borislow may exercise his option by giving timely notice of such
     exercise to the  Company.  Such notice shall be timely if it is received by
     the Company either:  (A) within five (5) days after the receipt by Borislow
     of a written  Receipt  Notice  (hereinafter  defined)  sent to  Borislow by
     Registered or Certified Mail with Return Receipt  Requested;  or (B) within
     five (5) days after the receipt by Borislow of a written  Quarterly  Notice
     (hereinafter defined) sent to Borislow by Registered or Certified Mail with
     Return Receipt Requested.

          "(ii) The Company  agrees to give Borislow  written notice within five
     (5) calendar days after the Company's  receipt of any Sale  Proceeds,  such
     notice to be sent by  Registered  or  Certified  Mail with  Return  Receipt
     Requested and such notice to state such receipt and the amount of such Sale
     Proceeds  (the  "Receipt  Notice").  The  Company  agrees to give  Borislow
     written notice within five (5) calendar days after the end of each calendar
     quarter of the amount of any Sale Proceeds as to which the option set forth
     in this Section 7(d) shall remain  unexercised and unterminated at the time
     of such notice, such notice to be sent by Registered or Certified Mail with
     Return Receipt  Requested (the "Quarterly  Notice").  Borislow's option set
     forth in this  Section 7(d) shall  terminate as to any Sale  Proceeds as to
     which he shall have  failed to exercise  such  option  pursuant to a proper
     Receipt Notice and a proper Quarterly Notice.

          "(iii) The purchase price of any Common Stock purchased pursuant to an
     option  exercised  in response to a Receipt  Notice shall be the average of
     the daily  closing  prices (or of the closing bid and asked prices) for the
     ten (10) trading days immediately  preceding either the date of the receipt
     by the Company of the notice of the  exercise of such option or the date of
     the  exercise of such option with respect to Common Stock that is listed on
     a national securities exchange or traded on the over-the-counter  market or
     quoted on NASDAQ.


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          "(iv) The purchase price of any Common Stock purchased  pursuant to an
     option  exercised in response to a Quarterly Notice shall be the average of
     the daily  closing  prices (or of the closing bid and asked prices) for the
     last ten (10) trading days of the calendar quarter then most recently ended
     with  respect  to Common  Stock  that is listed  on a  national  securities
     exchange or traded on the over-the-counter market or quoted on NASDAQ."

          "(v) The valuation of the Common Stock and the closing of the purchase
     and sale  shall  take  place as  expeditiously  as  practicable  after  the
     exercise by Borislow of his option set forth in this Section 7(d)."

     4. Amendment of Section 7(e) of the Registration Rights Agreement.  Section
7(e) of the  Registration  Rights Agreement is hereby amended to read in full as
follows:

     "(e) The Company  agrees to make  available  to Borislow,  upon  reasonable
     notice from Borislow,  in connection with one (1) securities offering to be
     made by  Borislow  on or prior  to June 30,  2000,  the  following  Company
     employees to participate in a standard  securities  offering "road show" of
     not longer than ten (10) days' duration regarding that offering:  the Chief
     Executive Officer of the Company;  and certain other appropriate  employees
     of the Company as designated by such Chief Executive  Officer.  The Company
     may delay such participation if the time of such participation requested by
     Borislow would cause undue hardship on the Company;  in the event of such a
     delay,  the June 30, 2000,  date set forth above in this Section 7(e) shall
     be extended by one day for each day of such  delay.  The Company  shall pay
     for the reasonable out of pocket  expenses  incurred by the Company and its
     officers in complying with this Section."

     5. Amendment of Section 9(a) of the Registration Rights Agreement.  Section
9(a) of the  Registration  Rights Agreement is hereby amended to read in full as
follows:

     "(a) Borislow holds and owns, of record and beneficially, not less than two
     percent (2%) of the outstanding Common Stock, calculated on a fully-diluted
     basis,  including  shares that are issuable  upon  exercise of  convertible
     securities  or  other  derivative  securities  of  the  Company;  provided,
     however, that if Borislow owns, of record and beneficially,  less than such
     amount of Common Stock, this Agreement, as amended, shall be of no force or


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     effect; and provided further, that if Borislow later holds two percent (2%)
     or more of such Common Stock, solely as a result his ownership at that time
     of shares of Common Stock now owned of record and  beneficially by Borislow
     plus  shares of Common  Stock  then  owned of record  and  beneficially  by
     Borislow as a result of distributions  from the Trust or Trust II, then the
     provisions  of this  Agreement,  as  amended,  shall  again be of force and
     effect;  and  provided  further,  that the running of any time  periods set
     forth in this Agreement, as amended, shall not be tolled as a result of any
     period during which this Agreement shall not have been in force or effect."

     6. Additional Agreements.

          (a) The Company  agrees to accept and  Borislow  agrees to transfer to
the Company,  concurrently  with the execution  and delivery of this  Amendment,
$4,940,000  principal amount of the Company's 5% Convertible  Subordinated Notes
due 2004 (the  "Notes")  in  complete  satisfaction  of  Borislow's  outstanding
obligation to the Company in the amount of $4,312,500 related to the exercise on
March 3, 1999,  by Borislow of an option to  purchase  750,000  shares of Common
Stock of the Company.  Borislow  represents and warrants to the Company that the
Notes are owned by Borislow  of record and  beneficially  and that,  immediately
prior to the  transfer of the Notes to the  Company,  the Notes will be free and
clear of any and all liens,  claims,  and  encumbrances.  Concurrently  with the
execution and delivery  hereof,  Borislow is delivering to the Company  evidence
satisfactory to the Company as to the transfer of the Notes from Borislow to the
Company.

          (b) The Company agrees to purchase from Borislow,  and Borislow agrees
to  sell  to the  Company,  $6,537,000  principal  amount  of the  Company's  5%
Convertible  Subordinated  Notes due 2004 (the  "Additional  Notes")  for a cash
payment to Borislow  of  $5,706,690.  Borislow  represents  and  warrants to the
Company  that the Notes are owned by  Borislow  of record and  beneficially  and
that,  immediately prior to the transfer of the Notes to the Company,  the Notes
will be free and clear of any and all liens, claims, and encumbrances created by
the Company.  Concurrently with the execution and delivery hereof:  (1) Borislow
is  delivering  to the Company  evidence  satisfactory  to the Company as to the
transfer  of the  Additional  Notes from  Borislow to the  Company;  and (2) the
Company is delivering $5,706,690 to Borislow.

     7. Miscellaneous.

          (a) Each of the parties hereto  represents and warrants to, and agrees
with,  each of the other  parties  hereto  that,  at the date  hereof:  (i) such
representing  and  warranting  party is not in  default  under the  Registration
Rights  Agreement;  (b)  such  party  


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     has not suffered any damage under the Registration Rights Agreement and has
     no cause of action, right of set-off or counterclaim, or any other claim of
     any  nature  whatsoever  against  any of the  other  parties  hereto or any
     director,  officer,  attorney, agent, employee, or affiliate of any of such
     other  parties  under  the  Registration   Rights  Agreement  or  otherwise
     (collectively, "Claims"); and (c) such party hereby waives and relinquishes
     any and all Claims.  Each such party further hereby agrees to indemnify and
     hold  harmless  each of the other  parties and their  respective  officers,
     directors,  attorneys,  agents, employees, and affiliates harmless from any
     loss,  damage,  judgment,  liability,  and expense (including counsel fees)
     suffered by or rendered against the other parties or any of them on account
     of  anything  arising  out  of  the  Registration  Rights  Agreement,  this
     Amendment, or any other document delivered pursuant hereto.

          (b) Except as expressly  modified by this Amendment,  the Registration
Rights Agreement continues in full force and effect.

     IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of the
day and year first above written.



                                     Tel-Save.com, Inc.
Witness


                                     By:    
------------------------------          ------------------------------
Aloysius T. Lawn, Secretary          Name:
                                     Title:

Address:                             Borislow


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Address:                             Trust II


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                                    Seth Tobias, as Trustee of that certain D&K
                                    Grantor Retained Annuity Trust dated
                                    _______, 1998



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has not suffered any damage under the  Registration  Rights Agreement and has no
cause of action,  right of set-off or  counterclaim,  or any other  claim of any
nature  whatsoever  against  any of the other  parties  hereto or any  director,
officer,  attorney,  agent,  employee, or affiliate of any of such other parties
under the Registration Rights Agreement or otherwise  (collectively,  "Claims");
and (c) such party hereby waives and relinquishes any and all Claims.  Each such
party  further  hereby  agrees to indemnify  and hold harmless each of the other
parties and their respective officers, directors,  attorneys, agents, employees,
and affiliates harmless from any loss, damage, judgment,  liability, and expense
(including  counsel fees)  suffered by or rendered  against the other parties or
any of them on  account  of  anything  arising  out of the  Registration  Rights
Agreement, this Amendment, or any other document delivered pursuant hereto.

          (c) Except as expressly  modified by this Amendment,  the Registration
Rights Agreement continues in full force and effect.

     IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of the
day and year first above written.



                                           Tel-Save.com, Inc.
Witness


                                        By:  
------------------------------             ------------------------------
Aloysius T. Lawn, Secretary             Name:
                                        Title:

Address:                                Borislow


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