EXHIBIT 10.41



                      NON-QUALIFIED STOCK OPTION AGREEMENT


To:               Janet Kirschner ("Employee")
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                                      Name


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                                     Address

Date of Grant:    October 14, 1999
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Exercise Price:   $11 1/8 per share
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         Employee is hereby granted the option described below,  effective as of
the above date of grant, to purchase shares of common stock,  $.01 par value per
share ("Stock"),  of Talk.com,  Inc. (the "Company") at the exercise price shown
above.  Capitalized  terms used  herein  without  definition  have the  meanings
assigned in the employment agreement dated as of the above date of grant between
the Company, Talk.com Holding Corp. and Employee (the "Employment Agreement").

         1. Employee is hereby  granted  options to purchase  150,000  shares of
Stock (the  "Option").  The Option shall have an exercise  price equal to eleven
dollars and 1/8  ($11.125)  per share (the  "Exercise  Price")  and,  subject to
Section 2, below,  shall vest with respect to the indicated  number of shares of
Stock according to the following schedule:

                  (a) fifty  thousand  (50,000)  shares of Stock  shall vest and
become exercisable upon the first anniversary of the date of grant.

                  (b) fifty  thousand  (50,000)  shares of Stock  shall vest and
become exercisable upon the second anniversary of the date of grant.

                  (c) fifty  thousand  (50,000)  shares of Stock  shall vest and
become exercisable upon the third anniversary of the date of grant.


                  (d)  Notwithstanding  the  foregoing,  (i) any  portion of the
Option that was not previously  vested and exercisable shall become fully vested
and  exercisable on the effective  date of any  termination of the employment of
Employee under the Employment Agreement by the Company without Cause (as defined
in Section 6.3 of the  Employment  Agreement) or by Employee for Good Reason (as
defined in Section  6.4(b) of the  Employment  Agreement)  and (ii) the Board of
Directors of the Company (the "Board") or its designees may  accelerate or waive
the aforesaid  scheduled  vesting dates with respect to any or all of the shares
of Stock covered by the Option.


<PAGE>


         2. In the event of a "Change in Control" (as hereafter  defined) of the
Company,  any  portion  of  the  Option  that  was  not  previously  vested  and
exercisable on the effective  date of the Change in Control,  shall become fully
vested and  exercisable  on such  effective  date of such Change in  Control.  A
"Change in Control"  shall be deemed to have  occurred upon the happening of any
of the following events:

                  (a) 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),  directly or  indirectly,  of  securities  of the Company or any
Significant  Subsidiary (as defined below)  representing  fifty percent (50%) or
more  of the  combined  voting  power  of the  Company's,  or  such  Significant
Subsidiary's, as the case may be, then outstanding securities;  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 sixty (60)-day period referred to in Rule 13d-3 under the Exchange Act);

                  (b) 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  (a), (b) or (d) of this
Section  2)  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;

                  (c) 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;

                  (d)  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;


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<PAGE>


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


         3.  Employee may exercise  the Option by giving  written  notice to the
Secretary of the Company on forms  supplied by the Company at its then principal
executive  office,  accompanied  by payment of the Exercise  Price for the total
number of shares  specified to be  purchased by Employee.  The payment may be in
any of the  following  forms:  (a) cash,  which may be  evidenced by a check and
includes cash received from a so-called  "cashless  exercise" of the Option; (b)
certificates  representing  shares  of Stock,  which  will be valued at the fair
market value (as defined in the Employment  Agreement) per share of the Stock on
the date of the Option  exercise in question,  accompanied  by an  assignment of
such Stock to the Company;  or (c) any  combination  of cash and Stock valued as
provided in clause (b), immediately above. Any assignment of Stock shall be in a
form and  substance  satisfactory  to the  Secretary of the  Company,  including
guarantees of  signature(s)  and payment of all transfer taxes, if the Secretary
of the Company deems such guarantees necessary or desirable.

         4.   The  Option  will,  to the  extent  not  previously  exercised  by
Employee, expire on October 13, 2009.

         5.   In the event of any change in the outstanding  shares of the Stock
by reason of a stock dividend, stock split,  consolidation,  transfer of assets,
reorganization,  conversion or what the Board deems in its reasonable discretion
to be similar  circumstances,  the number and kind of shares of Stock subject to
the Option and the Exercise Price shall be appropriately adjusted in a manner to
be determined in the reasonable discretion of the Board.

         6.   The Option is not transferable  otherwise than by will or the laws
of descent and distribution,  and is exercisable during Employee's lifetime only
by Employee, including, for this purpose, Employee's legal guardian or custodian
in the event of the  disability of Employee.  Until the Exercise  Price has been
paid  in  full  pursuant  to due  exercise  of this  Option  and  certificate(s)
representing  Employee's  ownership  of  the  purchased  shares  are  issued  to
Employee, Employee does not have any rights as a shareholder of the Company. The
Company  reserves  the right  not to  deliver  to  Employee  the  certificate(s)
representing shares purchased by virtue of the exercise of the Option during any
period of time in which the Company deems,  based on the written  opinion of its
counsel, that such delivery would violate a federal,  state, local or securities
exchange rule, regulation or law.

         7.   Notwithstanding  anything to the contrary  contained  herein,  the
Option is not exercisable:

                  (a)  During  any  period of time in which the  Company  deems,
based on the written  opinion of its  counsel,  that the  exercisability  of the
Option, the offer to sell the shares underlying the Option, or the sale thereof,
would violate a federal, state, local or securities exchange rule, regulation or
law; or


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<PAGE>


                  (b) Until Employee has paid or made suitable  arrangements  to
pay all federal,  state and local income tax withholding required to be withheld
by the Company in connection with the Option exercise.

         8.   The following two paragraphs  shall be applicable if, on a date of
exercise of the Option,  the Stock to be purchased pursuant to such exercise has
not been  registered  under the  Securities Act of 1933, as amended (the "Act"),
and under  applicable state securities laws, and shall continue to be applicable
for so long as such registration has not occurred:

                  (a) Employee  hereby agrees,  warrants and represents  that he
will acquire the Stock to be issued hereunder for his own account for investment
purposes  only,  and not with a view to, or in  connection  with,  any resale or
other distribution of any shares of such Stock,  except as hereafter  permitted.
Employee  further  agrees  that he will not at any time  make any  offer,  sale,
transfer,  pledge or other  disposition  of such  Stock to be  issued  hereunder
without  an  effective  registration  statement  under  the Act,  and  under any
applicable  state  securities  laws or an opinion of counsel  acceptable  to the
Company to the effect  that the  proposed  transaction  will be exempt from such
registration.   Employee  shall  execute  such   instruments,   representations,
acknowledgments and agreements as the Company may, in its sole discretion,  deem
advisable to avoid any violation of federal, state, local or securities exchange
rule, regulation or law.

                  (b) The  certificates  for  Stock  to be  issued  to  Employee
hereunder shall bear the following legend:

                           "The shares  represented by this certificate have not
                  been registered  under the Securities Act of 1933, as amended,
                  or under  applicable  state  securities  laws. The shares have
                  been  acquired for  investment  and may not be offered,  sold,
                  transferred,  pledged  or  otherwise  disposed  of  without an
                  effective  registration  statement under the Securities Act of
                  1933, as amended,  and under any applicable  state  securities
                  laws or an opinion of counsel  acceptable  to the Company that
                  the   proposed   transaction   will  be   exempt   from   such
                  registration."

The foregoing  legend shall be removed upon  registration of the legended shares
under the Act and under any applicable  state laws or upon receipt of an opinion
of  counsel  acceptable  to the  Company  that  said  registration  is no longer
required.

         9. The sole purpose of the agreements, warranties,  representations and
legend  set forth in the two  immediately  preceding  paragraphs  is to  prevent
violations of the Act, and any applicable state securities laws.

         10. It is the  intention  of the Company and  Employee  that the Option
shall not be an "Incentive  Stock Option" as that term is used in Section 422 of
the Internal Revenue Code of 1986, as amended,  and the regulations  thereunder.
The Option is not granted pursuant to any stock option plan.


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<PAGE>


         11. This agreement and the Employment  Agreement  constitute the entire
understanding  between  the  Company and  Employee  with  respect to the subject
matter hereof and no amendment,  modification  or waiver of this  agreement,  in
whole or in part,  shall be  binding  upon the  Company  or  Employee  unless in
writing and signed by the Executive  Vice President of the Company and Employee.
This agreement and the performances of the parties  hereunder shall be construed
in  accordance   with,  and  governed  by  the  laws  of,  the  Commonwealth  of
Pennsylvania.

         Employee  shall  sign a copy of this  agreement  and  return  it to the
Company's  Secretary,   thereby  indicating  Employee's  understanding  of,  and
agreement with its terms and conditions.

                                             TALK.COM INC,




                                             By:
                                               ---------------------------------


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<PAGE>



I hereby  acknowledge  receipt of a copy of the foregoing stock option agreement
and, having read it, hereby signify my understanding  of, and my agreement with,
its terms and conditions.




                                                  October 14, 1999
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Janet Kirschner                                         (Date)


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