EXHIBIT 10.61

                              EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT  ("Agreement") is made and entered into as of the
16th day of December,  1998 between  Tel-Save.com,  Inc., a Delaware corporation
(the "Company"), and Norris M. Hall, III ("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 December 28, 1998 (the  "Commencement  Date") and shall  continue in
effect for a period of three years  thereafter,  except as hereinafter  provided
(the  "Term").  Notwithstanding  the  foregoing,  Employee  shall not assume the
Positions (as defined in Section 3.1 hereof) until January 4, 1998. 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  New  Hope,
Pennsylvania  (or such other location as Employee may be directed by the Gabriel
Battista)  prepared to commence  performing  his duties  hereunder  on or before
December 31, 1998.

     3. Positions and Duties.

     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


<PAGE>



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  Twenty-Five  Thousand Dollars
($225,000)  per year,  which Base Salary shall be paid to Employee 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 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 fifty percent (50%) 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 made available to Company's senior executive officers.

     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 this Agreement and that
are incurred,  reported and documented in accordance with Company's policies. 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.

     4.5 Stock Options.

          (a) Grant of Options.  Effective on the date hereof, Employee shall be
granted an option (the  "Option") to purchase  240,000 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


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<PAGE>



agreement shall be in substantially  the form thereof attached hereto as Exhibit
A. The Option shall have an exercise  price equal to $8 9/16 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 80,000 shares of Common Stock shall vest and become  exercisable
on the first anniversary of the date hereof, (ii) options with respect to 80,000
shares  of  Common  Stock  shall  vest  and  become  exercisable  on the  second
anniversary  of the date hereof and (iii)  options with respect to 80,000 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



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                    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;

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

               (vi) a person other than Gabriel Battista is elected by the Board
                    of Directors to serve as the Company's  principal  executive
                    officer.

     The fair market value of Common Stock for purposes of this Agreement  shall
mean the last  reported  sale price of a share of the Common Stock on the Nasdaq
National  Market System  preceding the date in question or if no sale took place
on such day, such last reported  sale price on the then next  preceding  date on
which such sale took place.  Notwithstanding the foregoing, the Options shall be
forfeited  by Employee if an  Employment  Presentment  does not take place on or
before December 31, 1998.

          (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.


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<PAGE>



     4.6 Signing  Bonus.  In  consideration  of  Employee's  agreement to become
employed by Company,  Company  shall pay  Employee  One Hundred  Fifty  Thousand
Dollars  ($150,000) (the "Signing Bonus") by means of a wire transfer on earlier
of the  Commencement  Date,  upon  Employee's  commencement  of employment  with
Company  as herein  provided  and the date and time in which  this  contract  is
executed.

     4.7 Relocation of Employee.

     (a)  Subject  to the  terms  and  conditions  and  limitations  in  Section
4.7(b)(iv) the Company shall pay Employee's  reasonable moving expenses incurred
in  connection  with  Employee's  move from his  current  residence  in Atlanta,
Georgia  ("Old  Residence")  to a new  residence  in  the  greater  metropolitan
Washington D. C. area ("New Residence").

     (b)  (i)  Subject  to the  limitations  in  Section  4.7(b)(iv),  upon  the
consummation of the sale of Employee's Old Residence,  the Company agrees to pay
Employee the amount of money equal to the difference  between the purchase price
that Employee paid for such residence and the sale price that Employee  received
in  connection  with  the  sale of such  residence.  If the  Employees  existing
residence  fails to sell at or above his previous sales price,  the Company will
pay the  Employee an amount equal to the  difference,  but not to exceed two (2)
percentage points of the existing mortgage.

          (ii) Subject to the  limitations in Section  4.7(b)(iv),  in the event
that and so long as the Employee owns both a New Residence and his Old Residence
during the period  commencing  on the date  hereof and  terminating  nine months
thereafter  ("Transition  Period"), the Company shall reimburse the Employee for
the  greater of (i) his  monthly  mortgage  for his New  Residence  and (ii) his
monthly  mortgage  payment for his Old Residence,  provided,  however,  that the
Company shall  reimburse  the Employee  only for one such mortgage  payment each
month during the Transition Period.

          (iii) Subject to the limitations of Section 4.7(b)(iv),  to the extent
that Employee has not purchased the New Residence, the Company shall provide the
Employee with a two-bedroom  rental  residence,  as the Company shall  determine
during the Transition Period. The Company will also pay reasonable  expenses for
family travel associated with finding a new residence and relocation.

          (iv)  Notwithstanding  the  foregoing,  (i) Employee  shall obtain the
Company's prior approval for any single moving  expenditure in excess of $1,000;
(ii) the Company,  prior to the Company paying any amounts to Employee  pursuant
to this  Section 4.7,  has the right to review,  examine and confirm  Employee's
bills and  invoices  with  respect  to these  matters  and  (iii) the  Company's
aggregate liability to Employee pursuant to this Section 4.7(b) shall not exceed
seventy-five thousand dollars ($75,000.00).


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<PAGE>



     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.


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<PAGE>



     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  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 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.



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     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



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<PAGE>



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


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<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



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<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:   Norris M. Hall, III
                           16740 Queen Anne Road
                           Upper Marlboro, MD  20774
                           Fax No.:

         If to Company:    Tel-Save.com, Inc.
                           6805 Route 202
                           New Hope, Pennsylvania 18938
                           Attn: President
                           Fax No.:  (215) 862-1515

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.


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<PAGE>



     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.


Tel-Save.com, Inc.



By:                                         
   -----------------------------------
   Name:
   Title:



--------------------------------------
Norris M. Hall, III


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