EXHIBIT 10.74


                             AMENDMENT  NUMBER  FOUR
                                       TO
                            TALK.COM  LOAN  DOCUMENTS

     This AMENDMENT NUMBER FOUR TO TALK.COM LOAN DOCUMENTS (this "AMENDMENT") is
entered  into  as of April 3, 2002 (the "Amendment Number Four Closing Date") by
and among TALK AMERICA INC. (f/k/a Talk.com Holding Corp.) ("TALK AMERICA"), and
ACCESS  ONE  COMMUNICATIONS  CORP. ("ACCESS ONE"), and each other Borrower under
and  as  defined  in  the  Credit  Agreement (defined below) (together with Talk
America and Access One, the "BORROWERS"), and TALK AMERICA HOLDINGS, INC. (f/k/a
Talk.com,  Inc.)  ("TALK HOLDINGS" or "GUARANTOR", and, including any successor,
permitted  assignee, executor, administrator or personal representative thereof,
an  "Other  Primary  Obligor")  (Borrowers  and  each  Other Primary Obligor are
sometimes  referred  to  herein individually as an "Obligor" and collectively as
the  "Obligors"),  and  THE  LENDERS  THAT  ARE  PARTIES HERETO, and MCG CAPITAL
CORPORATION  (as  assignee  of  the interest of MCG Finance Corporation ("MCG"),
including  any  successors,  assigns,  participants,  pledgees  and transferees,
"ADMINISTRATIVE  AGENT").

                                 R E C I T A L S
                                 - - - - - - - -

     WHEREAS,  Borrowers, MCG and each Lender are parties to that certain Credit
Facility Agreement executed and effective as of October 20, 2000 (as amended and
modified  from  time  to  time  prior  to  the date hereof, the "Original Credit
Agreement";  as  amended  hereby  and  as  may  be  further amended and modified
hereafter,  the  "Credit  Agreement");  and

     WHEREAS,  each  of the Obligors desire to amend the Credit Agreement as set
forth  in  this  Amendment;  and

     WHEREAS,  each  Obligor  has  determined that it is in its best interest to
execute  this  Amendment  inasmuch  as each such Obligor will derive substantial
direct  and  indirect  benefits  from  the  amendments  contemplated hereby; and

     WHEREAS,  Lenders  are willing to accommodate the Obligors upon and subject
to  the  terms,  conditions  and  provisions  of  this  Amendment;

     NOW,  THEREFORE, in consideration of the covenants and agreements contained
herein  and  in  the  other  Loan  Documents,  and  other  good  and  valuable
consideration  (receipt  and  sufficiency of which are hereby acknowledged), and
intending  to  be  legally  bound hereby, each Obligor, Administrative Agent and
each  Lender  hereby  agree  as  follows:

                  ARTICLE 1:  AMENDMENTS TO THE LOAN DOCUMENTS

     1.1.  Amendment  of  Section  5.10  of the Credit Agreement - Dividends and
Distributions.  Section  5.10  of  the  Credit  Agreement  is hereby amended and
restated  in  its  entirety  to  read  as  follows:

     "5.10.  Distributions  or  Dividends.  No  Borrower  will  declare  or make
(directly  or  indirectly) any payment or distribution with respect to, or incur
any liability for the purchase, acquisition, redemption or retirement of, any of
its  equity  interests (including warrants therefor)

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or as a dividend, return of capital or other payment or distribution of any kind
to  any  holder  of  any  such  equity  interest.

     Notwithstanding the foregoing, (a) a Borrower may pay lawful dividends to a
holder  of  its equity who is also a Borrower, and (b) a Borrower may pay lawful
dividends  to  TALK  HOLDINGS so long as (i) TALK HOLDINGS is the only legal and
beneficial  owner  of  shares  of  capital  stock  of such Borrower, and (ii) no
Default  then  exists  under  the  Loan Documents, and (iii) no Default would be
caused  by  the  payment  of  such  dividend  (including,  any Default under the
Guaranty  by  TALK  HOLDINGS  and/or  any  Default  under  the Credit Agreement;
provided,  however, that pro forma compliance with the financial covenants under
Section 4.1 (other than the Liquidity Covenant under Section 4.1.6) shall not be
required),  and  (iv) Borrowers provide Administrative Agent with written notice
at  least  5  Business  Days prior to such dividend (other than a dividend under
Clauses  (E)  or  (F)) identifying the intended purpose therefor and documenting
compliance  with  the conditions of this Section 5.10 (except that, with respect
to  the  dividend  on  the  date  hereof, Administrative Agent acknowledges that
Borrowers have timely provided such written notice), and (v) such dividend is to
be  used  by TALK HOLDINGS within 5 Business Days after such dividend is paid to
Talk  Holdings  for  one  or  more  of  the  following  purposes  only:

(A)  The  payment  of  regularly  scheduled  interest payments due under the AoL
     Convertible  Notes  (inclusive of subsequently issued notes pursuant to the
     payment  in  kind  provisions thereof) assuming (and on the condition) that
     Talk Holdings elects to pay in kind interest to the maximum extent possible
     under the AoL Notes, and which amounts shall not exceed 103% of the amounts
     therefore  identified  on  Schedule  5.10  hereto,  and/or

(B)  The  payment  of  regularly  scheduled interest payments due under the 2002
     Convertible  Notes,  the 2004 Convertible Notes and the Exchange Securities
     (inclusive  of  subsequently  issued  notes pursuant to the payment in kind
     provisions  thereof)  assuming  (and  on  the condition) that Talk Holdings
     elects  to  pay  in kind interest to the maximum extent possible under such
     obligations,  and  which  amounts  shall  not  exceed  103%  of the amounts
     therefore  identified  on  Schedule  5.10  hereto,  and/or

(C)  The  repurchase,  redemption,  repayment  or other satisfaction of any 2002
     Convertible  Notes and any 2004 Convertible Notes on April 4, 2002 pursuant
     to  Guarantor's  2002 Offering Circular, and which amounts shall not exceed
     103%  of  the  amounts therefore identified on Schedule 5.10 hereto, and/or

(D)  The  repurchase,  redemption,  repayment  or other satisfaction of any 2002
     Convertible  Notes  and any 2004 Convertible Notes after April 4, 2002 at a
     price  not greater than the par amount thereof, and which amounts shall not
     exceed  103%  of  the amounts therefore identified on Schedule 5.10 hereto,
     and/or

(E)  The  payment  of  premiums for directors' and officers' liability insurance
     and/or  fees  for  any listing of TALK AMERICA'S common stock on the Nasdaq
     National Market or SmallCap Market List, and which amounts shall not exceed
     the  amounts  therefore  identified  on  Schedule  5.10  hereto,  and/or

(F)  The  payment  of  directors'  fees  for non-management directors, and which
     amounts  shall not exceed the amounts therefore identified on Schedule 5.10
     hereto.

          FOR  AVOIDANCE  OF  DOUBT,  the  authorization under this Section 5.10
     (and/or  under  any  other provision of any Loan Document) for Borrowers to
     declare  and  make  dividends  to  Talk

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     Holdings  for  certain  identified purposes and/or for Talk Holdings to use
     such  dividends  for  such  identified purposes shall in no manner limit or
     otherwise  modify  Borrowers'  obligations  under  Sections  1.1.6.5.f  and
     1.2.6.5.f (as added pursuant to Amendment Number Three) to make one or more
     prepayments  to  Lenders  upon  the  occurrence  of  certain  events.  "

     1.2.  Subordination  of and Payments on Inter-Corporate Debt. Talk Holdings
and  Borrowers hereby acknowledge and agree that any and all existing and future
indebtedness  of  any  Borrower  to Talk Holdings (whether or not evidenced by a
promissory  note)  is and shall be unsecured and subordinate in right of payment
to  the  prior  and  indefeasible  payment  in  full of all indebtedness owed to
Administrative  Agent  and/or any Lender under the Loan Documents. Talk Holdings
and Borrowers hereby further acknowledge and agree that no payment shall be made
on  any such inter-corporate indebtedness unless such payment at such time would
be  permitted  as  a  dividend  under  Section 5.10 of the Credit Agreement, and
subject to such compliance and Borrowers providing Administrative Agent with the
5  Business  Days  advance  notice  required  under  Section  5.10 of the Credit
Agreement,  then  Lenders  hereby  consent  to  such  payments  under  such
inter-corporate  notes.  Talk  Holdings hereby covenants and agrees that it will
not  transfer,  assign, pledge or encumber any such inter-corporate indebtedness
other  than  in  favor  of  Administrative  Agent  for the benefit of Lenders or
pursuant  to  a pledge in favor of AoL as support for the AoL Convertible Notes.
Talk  Holdings hereby waives any and all rights of setoff and/or recoupment that
it  has  or  may  have  under  or  in  connection  with any such inter-corporate
indebtedness.  Talk  Holdings and Borrowers hereby further acknowledge and agree
that  all  written  evidence  of  such inter-corporate indebtedness shall have a
legend  thereon  conspicuously  identifying  the  requirements  and restrictions
imposed  under  this Section 1.2 hereof. Administrative Agent and Lenders hereby
acknowledge  and  agree  that  inter-corporate  debt  between Borrowers and Talk
Holdings  issued  and  maintained  in  compliance  with  the  terms  of the Loan
Documents  (as  modified  by  this Section 1.4) shall not be included within the
definition  of  "Funded  Debt".  At any time, upon the request of Administrative
Agent,  unless  required  to be delivered to AoL pursuant to a pledge supporting
the  AoL  Convertible  Notes, then Talk Holdings shall deliver to Administrative
Agent  all written instruments evidencing any such inter-corporate indebtedness.

     1.3.  Waiver  of  Existing  Defaults.  Administrative Agent and each Lender
hereby  waives any Default or Event of Default under Section 7.1.4 of the Credit
Agreement  resulting  from  (a)  Borrowers' failure to be in compliance with the
covenants  set  forth  in  Sections  5.7  (Acquisitions  and  Investments),  5.9
(Transactions  with  Affiliates) and 5.11 (Payment of Subordinated Indebtedness)
of the Credit Agreement as a result the payment from time to time prior to April
1,  2002 of the obligations of Guarantor from the accounts of Borrowers, and (b)
Borrowers'  failure to be in compliance with the covenants set forth in Sections
5.2  (Indebtedness),  5.9  (Transactions  with  Affiliates) and 5.11 (Payment of
Subordinated Indebtedness) of the Credit Agreement as a result the incurrence by
Borrowers  of inter-corporate debt in favor of Talk Holdings and/or the payments
thereon  from time to time prior to April 1, 2002, and (c) Borrowers' failure to
be  in  compliance  with the covenants set forth in Sections 5.2 and 5.10 of the
Credit  Agreement  and  Section  10.j of the Guaranty as a result of Guarantor's
payment  to  AoL  on  February,  2002  of  $1,226,960 as a prepayment of the AoL
Convertible  Notes  pursuant  to  the  letter  agreement dated February 21, 2002
between  Guarantor  and  AoL  (the  "AoL  Letter Agreement"), and (d) Borrowers'
failure  to  timely  provide  Administrative  Agent  with the notice required by
Section  4.13  thereof  as a result of the matters described in Clauses (a), (b)
and  (c)  hereof.

     1.4.  Consents  re  Restructuring of Subordinated Indebtedness. Pursuant to
Sections 10.3 and 10.4 of the Credit Agreement and Section 16.c of the Guaranty,
Administrative Agent and Lenders hereby consent to (a) the issuance by Guarantor
of  Exchange  Securities in exchange for the 2002 Convertible Notes and the 2004
Convertible  Notes  pursuant  to Guarantor's 2002 Offering Circular, and (b) the
issuance  by  Guarantor of additional indebtedness from time to time pursuant to
any  payment-in-

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kind provisions of the AoL Convertible Notes or the Exchange Securities, and (c)
the  payments  by  Guarantor  to  AoL  from  time  to  time as and to the extent
dividends  therefore  would then be permitted under Section 5.10(b)(v)(A) of the
Credit  Agreement.

     1.5. Deposit Accounts and Control Agreements. Within 30 calendar days after
the Amendment Number Four Closing Date, Borrowers will deliver to Administrative
Agent  a  fully  executed  control  agreement  (in form and substance reasonably
acceptable  to Administrative Agent) with respect to each deposit account of any
Borrower (other than the deposit accounts maintained by Talk America at PNC Bank
and SouthTrust Bank) that at any time during the 6 calendar months preceding the
Amendment Number Four Closing Date had a balance in excess of $75,000. Borrowers
covenant  and  agree that as of and after the date hereof Borrowers shall not at
any  time  maintain  in  the  aggregate  balances  at  financial  and investment
institutions  not  subject  to  a  control  agreement  collectively in excess of
$250,000.  The  failure of Borrowers to deliver any such control agreement on or
before  March  15,  2002  pursuant  to Section 1.13 of Amendment Number Three to
Talk.com  Loan  Documents  dated  as  of  February  12,  2002 among Obligors and
Administrative  Agent  shall  not constitute a Default or Event of Default under
the  Loan  Documents.

     1.6.  Definitions  - Revisions and Additions. The following definitions are
either added to Article 9 of the Original Credit Agreement in alphabetical order
or  amended  and  restated  in  their  entirety:

               a.  ""Exchange  Securities"  means  the debt securities issued by
          Guarantor  in  exchange  for  2002  Convertible  Notes  and/or  2004
          Convertible  Notes  pursuant to Guarantor's 2002 Offering Circular, as
          such securities may be amended and modified from time to time with the
          prior  consent  of  Administrative  Agent."

               b.  ""2002  Offering  Circular" means the Guarantor's Schedule TO
          (SEC  File  #005-48510)  filed  with  the  Securities  and  Exchange
          Commission  on February 22, 2002, as amended by Amendment No. 1, filed
          March 5, 2002, and Amendment No. 2, filed March 5, 2002, and Amendment
          No.  3,  filed  March  14,  2002, and Amendment No. 4, filed March 22,
          2002,  and  Amendment  No.  5,  filed  April  2,  2002."

     1.7.  Documentation Fee. Within 15 Business Days after the Amendment Number
Four  Closing  Date,  Borrowers  shall  pay  a  Documentation Fee in immediately
available  funds to Administrative Agent in the amount of $1,500.00 to cover all
fees,  costs  and  expenses  in connection with the preparation and execution of
this  Amendment  Number  Four.

     1.8.  Reaffirmation  of  Collateralization  Hereunder.  To  the  extent not
otherwise  already covered by the Loan Documents, each Obligor hereby grants and
pledges  to  Administrative  Agent for the ratable benefit of Lenders a present,
absolute,  unconditional  and  continuing security interest in and pledge of and
collateral  assignment of all of the Collateral under and as defined in the Loan
Documents  to  which  such  Obligor  is a party as collateral security for funds
advanced  pursuant  to  this  Amendment, the Credit Agreement and the other Loan
Documents.

     1.9.  References  in Other Loan Documents. In furtherance of the foregoing,

          a.  References  in the Original Credit Agreement to the "Agreement" or
     "Credit Agreement" hereafter mean the Credit Agreement (as amended hereby).
     References  in the other Loan Documents to the "Credit Agreement" hereafter
     mean  the  Credit  Agreement  (as  amended  hereby).

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<PAGE>

          b.  References in the Loan Documents (including in the Original Credit
     Agreement)  to  the  other  "Loan  Documents"  (either  as  a  group  or
     individually)  or  to  such  other  documents  by their individual separate
     titles  hereafter  mean  such Loan Documents (as amended hereby) as well as
     the  Additional  Loan  Documents.

     1.10.  Relationship  to  Loan Documents. This Amendment is an amendment and
supplement  to  (and  not  a  novation  of)  the  Loan  Documents as well as the
schedules thereto without any discharge, release or satisfaction of the existing
obligations  or  indebtedness  (or,  except  to  the  extent expressly set forth
herein, any guaranty or collateral security therefor), all of which obligations,
indebtedness  and  security remains outstanding under the Loan Documents. Except
as specifically amended by this Amendment or another document executed as of the
date  hereof,  the  Loan  Documents  are,  and continue to be, in full force and
effect  as  in effect prior to the date hereof. This Amendment becomes effective
as  to  any  party  as  of the date of its, his or her execution hereof, and the
failure of any party hereto to execute this Amendment shall in no way effect the
obligations  hereunder  of the parties hereto that have executed this Amendment.


                            ARTICLE 2:  MISCELLANEOUS

     2.1. Loan Document; Definitions. This Amendment is a Loan Document executed
pursuant  to  the  Credit  Agreement  and  (unless otherwise expressly indicated
herein)  is  to  be  construed,  administered and applied in accordance with the
terms  and  provisions  thereof.  Capitalized terms used herein without separate
definitions  have  the  meaning  ascribed  to  such terms in the Original Credit
Agreement  (if such a definition exists therein) or in the other Loan Documents.
The  rules  of construction and the number and gender provisions under Article 9
of  the  Original  Credit  Agreement  are  also  applicable  herein.

     2.2.  Additional  Representations  and  Covenants.  Each Obligor, as of the
Amendment  Number  Four  Closing  Date,  makes the following representations and
warranties  solely with respect to this Amendment and any Loan Document to which
such  Obligor  is  a  signatory:

          2.2.1.  Authorization  and Enforceability. Each Obligor represents and
     warrants  (a)  that  it,  he  or she (as applicable) has the full power and
     authority  to  enter  into,  to  deliver and to perform this Amendment, the
     Credit  Agreement  and the other Loan Documents to which it, he or she is a
     party,  and  all  other  agreements  and actions required of it, him or her
     hereunder,  and  (b)  that  all  actions  necessary or appropriate for such
     Obligor's execution, delivery and performance of this Amendment, the Credit
     Agreement  and  the  other  Loan  Documents,  and  all other agreements and
     actions  required  hereunder  or  thereunder  have  been properly and fully
     taken, and (c) that, upon execution and delivery, this Amendment as well as
     the  Credit  Agreement  and  the  other  Loan Documents will constitute the
     legal,  valid  and  binding  obligations  of  each  party hereto or thereto
     enforceable  in  accordance  with  the  terms  hereof  or  thereof.

          2.2.2. Representations and Warranties. Each Obligor hereby renews each
     and  all representations and warranties made by it, him or her contained in
     the  Loan Documents (other than in the Original Credit Agreement), and each
     Obligor  hereby  represents  and warrants that all such representations and
     warranties (as modified by the schedules related thereto) are true, correct
     and  complete  in  all  material respects on and as of the Amendment Number
     Four  Closing  Date.

          2.2.3. No Default. Each Obligor hereby represents and warrants that no
     Default or Event of Default under the Loan Documents to which it, he or she
     is  a party will result from the execution, delivery or performance of this
     Amendment.

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     2.3.  Obligor  Solvency.  Obligors  (on  a  consolidated  basis)  are  not
"insolvent,"  as  such term is defined in Section 101(32) of the Bankruptcy Code
(11  U.S.C.  101(32)).  Obligors  (on  a consolidated basis), by virtue of their
obligations  and actions in connection with the Loan Documents, have not engaged
in  and  are  not  engaging  in  any  transaction  that constitutes a fraudulent
transfer  or  fraudulent  conveyance  under  applicable  federal  or  state  law
(including  under  Section  548  of  the  Bankruptcy  Code  or under the Uniform
Fraudulent  Transfer  Act  or  the  Uniform  Fraudulent  Conveyance  Act).

     2.4.  Binding  and  Governing  Law.  This  Amendment  has been delivered by
Borrowers  and  the other Obligors and has been received by Administrative Agent
in  the Commonwealth of Virginia. This Amendment shall be binding upon and shall
inure  to  the  benefit  of  the parties hereto and their respective successors,
assigns,  heirs, personal representatives and executors. This Amendment shall be
governed as to its validity, interpretation, construction and effect by the laws
of  the  Commonwealth of Virginia (without giving effect to the conflicts of law
rules  of  the  Commonwealth  of  Virginia).

     2.5. Survival. All agreements, representations, warranties and covenants of
any  Obligor  contained  herein or in any documentation required hereunder shall
survive  the  execution  and delivery of this Amendment and (except as otherwise
expressly provided herein) will continue in full force and effect so long as any
indebtedness  or  other  obligation  of  any  Borrower  or  other  Obligor  to
Administrative  Agent  or  any  Lender remains outstanding under any of the Loan
Documents.

     2.6.  No  Waiver;  Delay  in Acting. To be effective, any waiver by Lenders
must  be  expressed in a writing executed by Administrative Agent (with approval
by Lenders). The execution, delivery and performance of this Amendment shall not
act  as  a waiver of any Default or any right, power or remedy of Administrative
Agent  or  any  Lender  under  any  Loan  Document  or  any other agreements and
documents  executed in connection herewith or therewith and shall not constitute
a  waiver of any provision thereof. If Administrative Agent or any Lender waives
any  power,  right or remedy arising hereunder or under any applicable law, then
such  waiver  will  not  be  deemed  to be a waiver upon the later occurrence or
recurrence  of any events giving rise to the earlier waiver. No failure or delay
by  Administrative  Agent or any Lender to insist upon the strict performance of
any  term, condition, covenant, or agreement of this Amendment or any other Loan
Document,  or  to  exercise  any right, power or remedy hereunder or thereunder,
will  constitute a waiver of any such term, condition, covenants or agreement or
of  any  such  breach,  or  preclude  Administrative  Agent  or  any Lender from
exercising  any  such  right,  power,  or  remedy at any later time or times. By
accepting  payment  after  the  due  date  of  any amount payable under any Loan
Document, neither Administrative Agent nor Lenders will be deemed to have waived
the right either to require prompt payment when due of all other amounts payable
under  a  Loan  Document or to declare an Event of Default for failure to effect
such  prompt  payment of any such other amount. The remedies provided herein are
cumulative and not exclusive of each other, the remedies provided by law, and/or
the  remedies  provided  by  the  other  Loan  Documents.

     2.7.  Modification.  Except  as  otherwise  provided  in this Amendment, no
modification  or  amendment hereof shall be effective unless made in writing and
signed  by  Administrative  Agent (with approval by Lenders) and any other party
hereto  as  to  which  such  amendment  or  modification  is  applicable.

     2.8.  Headings.  The  various  headings  in this Amendment are inserted for
convenience  only  and  shall  not  affect the meaning or interpretation of this
Amendment  or  any  provision  hereof.

     2.9.  Prior Agreements. This Amendment shall completely and fully supersede
all other and prior agreements and correspondence (both written and oral) by and
among  Obligors,  Administrative  Agent  and  Lenders  concerning  the terms and
conditions  of  this  Amendment.

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     2.10.  Severability.  If  fulfillment  of  any  provision  hereof  or  any
transaction  related  hereto  or  to  the  other  Loan  Documents  at  the  time
performance  thereof  shall  be  due  shall  involve  transcending  the limit of
validity  prescribed  by  law,  then  ipso facto, the obligation to be fulfilled
shall  be  reduced  to  the  limit  of such validity. If any clause or provision
herein  contained  operates  or  would  prospectively operate to invalidate this
Amendment  or  any other Loan Document, in whole or in part, then such clause or
provision only shall be void, as though not herein or therein contained, and the
remainder  of this Amendment and the other Loan Documents shall remain operative
and  in full force and effect; provided, however, if any such provision pertains
to  the  repayment  of  any  indebtedness  under  the  Loan  Documents, then the
occurrence of any such invalidity shall constitute an immediate Event of Default
under  the  Credit  Agreement.

     2.11.  Counterparts.  This  Amendment  may  be  executed  in  any number of
counterparts  with the same effect as if all the signatures on such counterparts
appeared  on  one  document.  Each  such  counterpart  shall  be deemed to be an
original,  but  all such counterparts together shall constitute one and the same
instrument.

     2.12.  Waiver  of  Subrogation.  Until  the  indebtedness  under the Credit
Agreement  is  paid  in  full  (unconditionally  and  indefeasibly) and the Loan
Documents  are  terminated,  each  Obligor  hereby  waives any and all rights of
subrogation,  contribution  and reimbursement that it, he or she may now have or
hereafter  acquire  with respect to its, his or her obligations hereunder, under
any  Loan  Document  or under any other agreement that it, he or she may have or
may  hereafter  enter  into  with  Administrative  Agent  or  any  Lender.

     2.13. Waiver of Suretyship Defenses. Each Obligor hereby waives any and all
defenses  and  rights  of  discharge  based  upon  suretyship  or  impairment of
collateral (including, without limitation, lack of attachment or perfection with
respect  thereto)  that it, he or she may now have or may hereafter acquire with
respect  to  Administrative  Agent  or  any  Lender  or  any  of its, his or her
obligations hereunder, under any Loan Document or under any other agreement that
it,  he or she may have or may hereafter enter into with Administrative Agent or
any  Lender.

     2.14.  WAIVER  OF  LIABILITY.  EACH  OBLIGOR  (A)  AGREES  THAT  NEITHER
ADMINISTRATIVE  AGENT  NOR  ANY  LENDER  (NOR  ANY OF THEIR DIRECTORS, OFFICERS,
EMPLOYEES  OR  AGENTS) SHALL HAVE ANY LIABILITY TO ANY OBLIGOR (WHETHER SOUNDING
IN  TORT, CONTRACT OR OTHERWISE) FOR LOSSES OR COSTS SUFFERED OR INCURRED BY ANY
OBLIGOR  IN  CONNECTION  WITH  OR  IN  ANY  WAY  RELATED  TO  THE  TRANSACTIONS
CONTEMPLATED  OR  THE RELATIONSHIP ESTABLISHED BY ANY LOAN DOCUMENT, OR ANY ACT,
OMISSION  OR  EVENT  OCCURRING  IN  CONNECTION HEREWITH OR THEREWITH, EXCEPT FOR
FORESEEABLE ACTUAL LOSSES RESULTING DIRECTLY AND EXCLUSIVELY FROM ADMINISTRATIVE
AGENT'S  OR  SUCH LENDER'S OWN GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD AND
(B) WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM AGAINST ADMINISTRATIVE
AGENT  OR ANY LENDER (OR THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS) WHETHER
SOUNDING  IN  TORT,  CONTRACT  OR  OTHERWISE,  EXCEPT FOR CLAIMS FOR FORESEEABLE
ACTUAL  LOSSES RESULTING DIRECTLY AND EXCLUSIVELY FROM ADMINISTRATIVE AGENT'S OR
SUCH  LENDER'S  OWN  GROSS  NEGLIGENCE,  WILLFUL  MISCONDUCT OR FRAUD. MOREOVER,
WHETHER OR NOT SUCH DAMAGES ARE RELATED TO A CLAIM THAT IS SUBJECT TO THE WAIVER
EFFECTED  ABOVE  AND  WHETHER  OR  NOT  SUCH  WAIVER  IS  EFFECTIVE,  NEITHER
ADMINISTRATIVE AGENT NOR ANY LENDER (NOR THEIR DIRECTORS, OFFICERS, EMPLOYEES OR
AGENTS)  SHALL  HAVE  ANY  LIABILITY  WITH  RESPECT  TO (AND EACH OBLIGOR HEREBY
WAIVES,  RELEASES  AND  AGREES  NOT  TO  SUE  UPON  ANY  CLAIM FOR) ANY SPECIAL,
INDIRECT,  CONSEQUENTIAL,  PUNITIVE  OR  NON-FORESEEABLE DAMAGES SUFFERED BY ANY
OBLIGOR  IN  CONNECTION  WITH  OR  IN  ANY  WAY  RELATED  TO  THE  TRANSACTIONS
CONTEMPLATED  OR  THE RELATIONSHIP ESTABLISHED BY ANY LOAN DOCUMENT, OR ANY ACT,
OMISSION  OR  EVENT  OCCURRING  IN  CONNECTION  HEREWITH  OR  THEREWITH.

                                        7
<PAGE>

     2.15.  FORUM  SELECTION;  CONSENT  TO  JURISDICTION.  ANY  LITIGATION  IN
CONNECTION  WITH  OR  IN  ANY WAY RELATED TO ANY LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT,  COURSE  OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), ACTIONS OR
INACTIONS OF ADMINISTRATIVE AGENT, ANY LENDER OR ANY OBLIGOR WILL BE BROUGHT AND
MAINTAINED  EXCLUSIVELY  IN THE COURTS OF THE COMMONWEALTH OF VIRGINIA OR IN THE
UNITED  STATES  DISTRICT  COURT  FOR THE EASTERN DISTRICT OF VIRGINIA; PROVIDED,
HOWEVER,  THAT  ANY SUIT SEEKING ENFORCEMENT AGAINST ANY OBLIGOR, ANY COLLATERAL
OR  ANY  OTHER  PROPERTY  MAY  ALSO  BE  BROUGHT  (AT ADMINISTRATIVE AGENT'S AND
LENDERS'  OPTION)  IN THE COURTS OF ANY OTHER JURISDICTION WHERE SUCH COLLATERAL
OR  OTHER  PROPERTY MAY BE FOUND OR WHERE ADMINISTRATIVE AGENT OR ANY LENDER MAY
OTHERWISE  OBTAIN  PERSONAL  JURISDICTION OVER SUCH OBLIGOR. EACH OBLIGOR HEREBY
EXPRESSLY  AND  IRREVOCABLY  SUBMITS  TO  THE  JURISDICTION OF THE COURTS OF THE
COMMONWEALTH OF VIRGINIA AND OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN
DISTRICT  OF  VIRGINIA FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE
AND  IRREVOCABLY  AGREES  TO  BE  BOUND BY ANY FINAL AND NON-APPEALABLE JUDGMENT
RENDERED  THEREBY  IN  CONNECTION  WITH  SUCH  LITIGATION.  EACH OBLIGOR FURTHER
IRREVOCABLY  CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED OR CERTIFIED MAIL,
POSTAGE  PREPAID,  OR  BY PERSONAL SERVICE WITHIN OR OUTSIDE THE COMMONWEALTH OF
VIRGINIA.  EACH  OBLIGOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT  PERMITTED  BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE
TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED
TO  ABOVE  AND  ANY  CLAIM  THAT  ANY  SUCH  LITIGATION  HAS  BEEN BROUGHT IN AN
INCONVENIENT  FORUM. TO THE EXTENT THAT ANY OBLIGOR HAS OR HEREAFTER MAY ACQUIRE
ANY  IMMUNITY  FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
THROUGH  SERVICE  OR  NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION  OR  OTHERWISE)  WITH  RESPECT  TO  ITSELF  OR ITS PROPERTY, THEN SUCH
OBLIGOR  HEREBY  IRREVOCABLY  WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER  THIS  AGREEMENT.

     2.16.  WAIVER  OF  JURY  TRIAL.  ADMINISTRATIVE AGENT, EACH LENDER AND EACH
OBLIGOR  EACH  HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS
IT  MAY  HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (WHETHER AS CLAIM,
COUNTER-CLAIM,  AFFIRMATIVE  DEFENSE  OR OTHERWISE) IN CONNECTION WITH OR IN ANY
WAY  RELATED  TO  ANY OF THE LOAN DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING,  STATEMENTS  (WHETHER  VERBAL  OR  WRITTEN),  ACTIONS  OR  INACTIONS OF
ADMINISTRATIVE  AGENT,  ANY LENDER OR ANY OBLIGOR. EACH OBLIGOR ACKNOWLEDGES AND
AGREES  (A)  THAT  IT  HAS  RECEIVED  FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A
PARTY),  AND  (B)  THAT  IT  HAS  BEEN  ADVISED  BY  LEGAL COUNSEL IN CONNECTION
HEREWITH,  AND  (C)  THAT  THIS  PROVISION  IS  A  MATERIAL  INDUCEMENT  FOR
ADMINISTRATIVE  AGENT  AND  EACH  LENDER  ENTERING  INTO  THE LOAN DOCUMENTS AND
FUNDING  ADVANCES  THEREUNDER.

     2.17.  Construction.  The  language  in all parts of this Amendment and the
other Loan Documents in all cases shall be construed as a whole according to its
fair  meaning.

                      [BALANCE OF PAGE INTENTIONALLY BLANK]

                                        8
<PAGE>

     IN  WITNESS  WHEREOF,  the  undersigned  (where  appropriate, by their duly
authorized  officers) have executed this AMENDMENT NUMBER FOUR, as an instrument
under seal (whether or not any such seals are physically attached hereto), as of
the  day  and  year  first  above  written.

ATTEST:                                TALK  AMERICA  INC.  (f/k/a  Talk.com
                                       Holding  Corp.)


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

[SEAL]

ATTEST:                                ACCESS  ONE  COMMUNICATIONS
                                       CORP.


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

[SEAL]

ATTEST:                                OMNICALL,  INC.


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

[SEAL]

ATTEST:                                THE  OTHER  PHONE  COMPANY,  INC.


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

[SEAL]

                       [SIGNATURES CONTINUE ON NEXT PAGE]

<PAGE>

     IN  WITNESS  WHEREOF,  the  undersigned  (where  appropriate, by their duly
authorized  officers) have executed this AMENDMENT NUMBER FOUR, as an instrument
under seal (whether or not any such seals are physically attached hereto), as of
the  day  and  year  first  above  written.


ATTEST:                               TALK AMERICA OF VIRGINIA, INC.
                                      (f/k/a Tel-Save Holdings of Virginia,Inc.)


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

[SEAL]

ATTEST:                               TALK  AMERICA  HOLDINGS,  INC.  (f/k/a
                                      Talk.com,  Inc.)


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

[SEAL]



                       [SIGNATURES CONTINUE ON NEXT PAGE]

<PAGE>

     IN  WITNESS  WHEREOF,  the  undersigned  (where  appropriate, by their duly
authorized  officers) have executed this AMENDMENT NUMBER FOUR, as an instrument
under seal (whether or not any such seals are physically attached hereto), as of
the  day  and  year  first  above  written.


WITNESS:                              MCG  CAPITAL  CORPORATION  (IN  ITS
                                      OWN CAPACITY AS ADMINISTRATIVE AGENT AND
                                      LENDER,  AND AS SERVICER FOR ITS FUNDING
                                      AFFILIATES  AND SECURITIZATION VEHICLES)


By:  /s/ Ruth Thomas                 By:  /s/ John S. Patton
                                     Name:  John  S.  Patton
                                     Title:  Managing  Director

<PAGE>