EXHIBIT 10.60

                              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 Michael Ferzacca ("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 Executive Vice  President,  Sales 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"),
including,  without limitation,  service as an employee,  officer or director of
affiliates  (as that term is  defined



<PAGE>



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 Three Hundred Thousand Dollars  ($300,000)
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 one hundred  percent  (100%) 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 award of 130,000  shares of Common Stock  ("Award")  and an option to
purchase  350,000 shares of the Common Stock (the  "Option") in accordance  with
the stock option  agreement to be mutually  agreed to, and executed by,  Company
and Employee prior to the Commencement  Date, which stock option agreement shall
be in 


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<PAGE>



substantially in the form thereof attached hereto as Exhibit A upon execution of
the option.  The Option shall have an exercise price equal to $8 9/16,  which is
equal to the fair  market  value (as defined  below) of the Common  Stock on the
date hereof.  The Option expires 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 116,666  shares of Common Stock shall
vest and become  exercisable on the first  anniversary of the date hereof,  (ii)
options  with  respect to 116,666  shares of Common  Stock shall vest and become
exercisable on the second  anniversary of the date hereof and (iii) options with
respect to 116,668  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,  all of the options  issued  under the Option which are not then vested
and exercisable shall immediately become vested and exercisable. 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.  The  Company  agrees to make a loan or an advance  ("Loan")  to Employee
sufficient to enable Employee to pay or satisfy  withholding and tax obligations
associated  with the  grant of the  Award.  The Loan  shall be made to  Employee
pursuant to a Promissory Note the form of which is attached hereto as Exhibit A.
Notwithstanding  the  foregoing,  the Option  and Award  shall be  forfeited  by
Employee if an Employment  Presentment does not take place on or before December
31, 1998.  For the purposes of this  Agreement,  a "Change of 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


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<PAGE>



                    Section 2(a)) whose  election by the Board or nomination for
                    election by stockholders  was approved by a vote of at least
                    two-thirds  (2/3) of the directors  then still in office who
                    either  were  directors  at the  beginning  of the  two-year
                    period or whose  election or  nomination  for  election  was
                    previously  so approved,  but excluding for this purpose any
                    such new director whose initial  assumption of office occurs
                    as a result  of either  an  actual  or  threatened  election
                    contest  or  other  actual  or  threatened  solicitation  of
                    proxies  or  consents  by or  on  behalf  of an  individual,
                    corporation, partnership, group, association or other entity
                    other than the Board,  cease for any reason to constitute at
                    least a majority  of the Board of either or the Company or a
                    Significant Subsidiary;

               (iii)the  consummation  of  a  merger  or  consolidation  of  the
                    Company or any subsidiary of the Company owning  directly or
                    indirectly  all or  substantially  all  of the  consolidated
                    assets of the Company ( a "Significant Subsidiary") with any
                    other  entity,  other than a merger or  consolidation  which
                    would  result in the voting  securities  of the Company or a
                    Significant Subsidiary outstanding immediately prior thereto
                    continuing to represent more than fifty percent (50%) of the
                    combined  voting power of the surviving or resulting  entity
                    outstanding immediately after such merger or consolidation;

               (iv) the  shareholders of the Company approve a plan or agreement
                    for the sale or  disposition  of fifty percent (50%) or more
                    of the consolidated  assets of the Company in which case the
                    Board shall  determine the  effective  date of the Change of
                    Control resulting therefrom;

               (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.

          (b) Registration Statement.  Company will file with the Securities and
Exchange Commission and any applicable state securities regulatory authorities a
Registration  Statement  on the  applicable  form to register  the resale of the
Award and Form S-8 (or if unavailable,  a registration statement on Form S-3) to
register the shares



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<PAGE>



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.

     4.6 Signing  Bonus.  In  consideration  of  Employee's  agreement to become
employed by Company,  Company  shall pay Employee Two Hundred  Thousand  Dollars
($200,000)  (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.

     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:


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<PAGE>



          (i)  Material  breach of any  provision of this  Agreement by Company,
               which breach shall not have been cured by Company  within  thirty
               (30) days of receipt of written notice of said material breach;

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

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

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

     6.  Compensation In the Event of Termination.  In the event that Employee's
employment hereunder terminates prior to the end of the Term, Company shall make
payments to Employee as set forth below:

     6.1 By Employee for Good Reason;  By Company  Without  Cause.  In the event
that Employee's  employment  hereunder is terminated by Company without Cause or
by Employee  for Good  Reason,  then the Company  shall (a) pay to Employee  all
amounts due to Employee pursuant to any bonus that was due to Employee as of the
date of such  termination,  pursuant to the terms of such bonus (a "Due Bonus"),
(b) continue to pay to Employee  the Base Salary and Benefits to which  Employee
would be entitled  hereunder in the manner provided for herein for the period of
time  ending on the  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.


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<PAGE>



     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.

     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



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<PAGE>



Company  may seek an  appropriate  protective  order  and/or  waive  in  writing
compliance with the  confidentiality  provisions of this  Agreement.  If, in the
absence of a protective order or the receipt of a waiver by Company, Employee is
compelled  to disclose  information  to, or pursuant to the  requirements  of, a
court or other governmental authority, Employee may disclose such information to
such court or other governmental  authority without liability to any other party
hereto.

     8. Tangible Items. All files, records,  documents,  manuals,  books, forms,
reports, memoranda, studies, data, calculations,  recordings and correspondence,
in whatever form they may exist, and all copies,  abstracts and summaries of the
foregoing  and all  physical  items  related to the  business of Company and its
affiliates, other than merely personal items, whether of a public nature or not,
and whether  prepared by  Employee  or not,  and which are  received by Employee
from,  or on behalf of Company or an Affiliate  in the course of his  employment
hereunder  are and shall remain the  exclusive  property of Company and any such
Affiliate  and shall not be removed  from the  premises  of the  Company or such
Affiliate,  as the case may be,  except as required in the course of  Employee's
employment  hereunder,  without the prior written consent of the Company's Chief
Executive  Officer or the  Board,  and the same shall be  promptly  returned  by
Employee upon the  termination of Employee's  employment  with Company or at any
time prior thereto upon the request of the Company's Chief Executive  Officer or
the Board.

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

     10. Certain Restrictive Covenants. During the Term, and for a period ending
six (6)  months  after the  earlier  of  Employee's  termination  of  employment
hereunder and the end of the Term for which the Employee is being compensated at
an annual rate equal to the Base Salary,  Employee  agrees that he will not act,
either  directly or indirectly,  as a partner,  officer,  director,  substantial
stockholder  (an  equity  interest  of 5% or more) or  employee  of,  or  render
advisory or other services for, or in connection with, or become  interested in,
or make any substantial financial investment in any firm, corporation,  business
entity or business  enterprise that competes with the business of Company (each,
a "Competitor"),  except with the express written consent of the Board. Employee
further  agrees that in the event of the  termination  of his  employment  under
Section 5 hereof,  for a period of twelve (12) months  thereafter,  he will not,
directly or indirectly,  employ, offer to employ, or actively interfere with the
relationship  of Company or an  Affiliate  with,  any employee of Company or any
employee of any Affiliate.



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<PAGE>



     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 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.


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<PAGE>



     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  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:   Michael Ferzacca
                           13561 Stoneband Lane
                           Gaithersburg, MD  20878
                           Fax No.:  (301) 947-8349

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


                                       10
<PAGE>



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

     19.  Waiver.  No provision  of this  Agreement  may be modified,  waived or
discharged  unless such  waiver,  modification  or  discharge  is agreed to in a
writing  executed by Employee and Company.  No waiver by any party hereto at any
time of any breach by another party hereto of, or compliance with, any condition
or  provision  of this  Agreement  to be  performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time.

     20.   Governing  Law.  The  validity,   interpretation,   construction  and
performance  of this  Agreement  shall be governed  by the laws of  Pennsylvania
relating to contracts made and to be performed entirely therein.

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

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

     23.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

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



                                       11
<PAGE>



     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:



----------------------------------------
Michael Ferzacca



                                       12
<PAGE>



                                                                       EXHIBIT A

                                 PROMISSORY NOTE

$______                                                   New Hope, Pennsylvania
                                                          December __, 1998


     1.  FOR  VALUE  RECEIVED,  Michael  Ferzacca  (hereinafter  referred  to as
"Maker"),  residing at 13561  Stoneband  Lane,  Gaithersburg,  MD 20878,  hereby
promises to pay to Tel-Save.com,  Inc.  (hereinafter referred to as "Payee"), at
its offices at 6805 Route 202, New Hope,  Pennsylvania  18938,  or at such other
place as the holder  hereof may from time to time  designate  in writing,  or to
order, the principal sum of ___________ AND 00/100 DOLLARS  ($________) (or such
lesser  amount  thereof as has been  disbursed by Payee to Maker  hereunder,  as
evidenced on the books and records of Payee),  which,  together with interest as
hereinafter provided, shall be payable as follows:

          (a) A payment of interest on the principal sum of this Promissory Note
outstanding  from time to time, at the Interest Rate,  from the date hereof,  to
and including the date that all principal amounts outstanding hereunder shall be
repaid in full, on the ____ day of each month after the date of this  Promissory
Note or otherwise on the date that all principal amounts  outstanding  hereunder
shall be due and payable.

          (b) On the  earlier of  December  __, 1999 or the date that the shares
held by Maker are sold (the "Maturity Date") the entire unpaid principal balance
of this  Promissory  Note,  together  with all accrued  fees and interest at the
Interest  Rate,  shall become  immediately  due and payable  after demand by the
Payee.

          For purposes of this  Promissory  Note the term "Interest  Rate" shall
mean  the  rate  of  interest  to be  paid  by  Maker  on any  principal  amount
outstanding  under this  Promissory  Note and shall be a rate per annum equal to
the prime rate  reported in the Money Rates column or section of The Wall Street
Journal,  as the rate in effect for corporate loans at large United States money
center  commercial banks with respect to the date (or nearest  practicable date)
of the first advance made under this Promissory Note.

     2. (a)  Notwithstanding  any other provision of this  Promissory  Note, all
payments made hereunder, including all amounts received by Payee pursuant to the
exercise of its security  interests  granted  hereby,  shall be applied first to
sums payable hereunder other than interest and principal,  secondly,  to payment
of interest on the principal  balance  outstanding  hereunder from time to time,
and the balance, if any, to principal.


<PAGE>



          (b) The interest  payable on this  Promissory Note will be computed on
the basis of a 360 day year for the actual  number of elapsed days, in each case
including the date of any advance by Payee to Maker and the date of any payment.
Principal,  interest and all other sums payable under this Promissory Note shall
be paid in lawful money of the United  States in  immediately  available  funds,
free and clear of, and without  deduction  or offset for,  any present or future
taxes,  levies,  imposts,  charges,  withholdings,  or liabilities  with respect
thereto,  or any  other  defenses,  offsets,  set-offs,  claims,  counterclaims,
credits or deductions of any kind.

          (c) This  Promissory  Note may be prepaid in whole or in part,  at any
time before it becomes due, without penalty or premium.  Any prepayment shall be
applied first to any late charges or sums payable  hereunder other than interest
and principal, and then to accrued interest, and then to principal.

     3. (a) It is hereby  expressly  agreed  that the  entire  unpaid  principal
balance of this  Promissory  Note,  together  with  interest  and all other sums
payable to the holder hereof,  shall  immediately  become due and payable at the
option of Payee in the event that (i) Maker shall  default in making any payment
hereunder when due, and such default continues for fifteen (15) days; (ii) Maker
fails to observe or perform any other term,  covenant,  undertaking or agreement
contained in this  Promissory Note or Maker's  Employment  Agreement with Payee,
and such failure or default  continues  unremedied for a period of ten (10) days
after written  notice thereof has been given to Maker by Payee  specifying  such
failure and requiring it to be remedied;  or (iii) Maker shall,  or shall permit
another to, sell, assign, lease, convey,  mortgage,  pledge, encumber, or in any
manner  whatsoever  transfer  all or part of the  Collateral  (as  herein  after
defined),  or any interest  therein,  whether by operation of law or  otherwise,
except as permitted herein.

          (b) In addition,  in any such event specified in  subparagraph  (a) of
this  paragraph  3, Payee shall have and may  exercise  all rights and  remedies
provided in this  Promissory  Note, in law or in equity.  The Payee's failure to
accelerate for any cause shall not be deemed a waiver nor shall it prevent Payee
from doing so for a later or another cause.

     4. As  collateral  security  for the  payment  when due  (whether at stated
maturity,  by acceleration or otherwise) of all amounts owing to Payee from time
to time under this Promissory Note  (collectively,  the "Secured  Obligations"),
Maker does hereby  grant to Payee a security  interest in all of Maker's  right,
title and interest in those certain shares of common stock of Tel-Save.com, Inc.
owned by Maker  ("Stock")  and all proceeds and products of, and the proceeds of
any insurance covering, the foregoing property,  including,  without limitation,
the  stock of the Payee  issuable  upon  exercise  of the  aforementioned  stock
options and any cash or other  proceeds paid upon the sale or other  disposition
of such stock.


                                       2

<PAGE>



     5. This Promissory Note shall constitute a security agreement between Maker
and  Payee  for  purposes  of the  Uniform  Commercial  Code  in  effect  in the
Commonwealth  of  Pennsylvania.  In addition,  at Maker's  expense,  Maker shall
execute  and  deliver  to  Payee,  at such  times  and in such  places as may be
required or permitted by applicable  law, such UCC-1 Financing  Statements,  and
any other document or instrument  reasonably  required by Payee,  and shall take
such other  actions  as are  reasonably  required  by Payee,  to better  assure,
convey,  assign,  transfer and confirm unto Payee the property and rights hereby
or hereafter conveyed or assigned,  and create preserve and perfect the security
interests granted herein, or to enable Payee to exercise its rights and remedies
with  respect  thereto.  Further  to  the  foregoing,   Maker  hereby  expressly
authorizes  Payee to retain  possession of any stock issued by Payee pursuant to
paragraph 4.

     6. Payee  shall have all the rights  with  respect to the  Collateral  of a
secured creditor under the laws of the Commonwealth of Pennsylvania. Such rights
shall be in addition to, but not in limitation of, the other rights  afforded to
Lender by this Promissory Note, any document  described  herein, or at law or in
equity.

     7.  When the  Secured  Obligations  have been  paid in full,  the  security
interest  granted by this Promissory  Note shall terminate and be released,  and
any  Collateral  then in the possession or control of Payee shall be returned or
relinquished. Payee shall execute and deliver to the Maker upon such termination
such Uniform Commercial Code termination statements and such other documentation
as shall be reasonably  requested by Maker to effect the termination and release
of the security interest in the Collateral.

     8. If this  Promissory  Note is declared by Payee,  or  otherwise  becomes,
immediately  due and payable prior to the Maturity  Date in accordance  with the
terms of this  Promissory  Note,  or is not paid in full on the  Maturity  Date,
Maker agrees that interest  hereunder shall be calculated at a rate equal to the
Interest  Rate plus one percent  (1%) per annum from the date of said default or
defaults,  until  the date of  payment,  provided  that in no event  shall  such
interest rate exceed the maximum interest rate which Maker may pay by law.

     9. If any payment under this  Promissory  Note is not made when due (beyond
any applicable grace period),  Maker agrees to pay all reasonable  out-of-pocket
costs,  fees,  charges and expenses of collection by Payee,  including,  without
limitation, attorneys' fees and disbursements (which costs shall be added to the
amount due under this Promissory Note and shall be receivable therewith).  Maker
agrees to perform and comply with each of the terms,  covenants  and  provisions
contained  in this  Promissory  Note on the  part of  Maker  to be  observed  or
performed.


                                       3

<PAGE>



     10. No  extension  of time for  payment  of this  Promissory  Note,  or any
installment  hereof, and no alteration,  amendment or waiver of any provision of
this  Promissory  Note made by agreement  between  Payee and any other person or
party shall release, discharge,  modify, change or affect the liability of Maker
under this Promissory Note. Maker and any endorsers and guarantors  hereof,  and
all others who may become liable for all or any part of this obligation, consent
to any number of renewals or extensions of time for payment hereof.

     11.  Payee  shall  not be deemed  to waive  any of its  rights or  remedies
hereunder  unless such waiver be in writing and signed by Payee and then only to
the extent specifically set forth therein; a waiver on one occasion shall not be
construed as  continuing or as a bar to or waiver of such right or remedy on any
other occasion.  All remedies conferred upon Payee by this Promissory Note shall
be cumulative  and none shall be  exclusive,  and such remedies may be exercised
concurrently or consecutively at Payee's option.

     12.  Maker agrees  during the period of time that this Note is  outstanding
that Maker will not purchase or own any securities of any company except for the
Stock and  shares of common  stock of  Tel-Save.com,  Inc.  In  addition,  Maker
acknowledges that this Promissory Note and Maker's obligations hereunder are and
shall at all times  continue to be absolute and  unconditional  in all respects.
This Promissory Note sets forth the entire agreement and  understanding of Payee
and  Maker  with  respect  to  the  subject  matter  hereof.  MAKER  ABSOLUTELY,
UNCONDITIONALLY  AND IRREVOCABLY  WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY AND,
TO THE EXTENT  PERMITTED  BY  APPLICABLE  LAW,  TO ASSERT ANY  DEFENSE,  SETOFF,
COUNTERCLAIM  OR CROSSCLAIM OF ANY NATURE OR KIND WHATSOEVER  (EXCEPT  MANDATORY
COUNTERCLAIMS  AND THE DEFENSES OF PAYMENT AND ACTUAL  PERFORMANCE) WITH RESPECT
TO THIS PROMISSORY NOTE OR THE OBLIGATIONS OF MAKER HEREUNDER.

     13. All notices  hereunder  shall be in writing  and shall be  sufficiently
given for all purposes when  delivered  personally or sent by ordinary  mail, to
any  party  hereto at its  address  on the first  page  hereof or at such  other
address of which it shall have  notified the party giving such notice in writing
in accordance with the foregoing  requirements.  Any such notice shall be deemed
effective upon the fifth (5th) day following the date it is mailed.

     14. This Promissory  Note and the rights of the parties  hereunder shall be
governed by and construed  and  interpreted  in accordance  with the laws of the
Commonwealth  of  Pennsylvania.  If any provision  hereof is held to be illegal,
invalid or unenforceable in any jurisdiction,  the other provisions hereof shall
remain  in full  force  and  effect  in  such  jurisdiction  and  the  remaining
provisions


                                       4

<PAGE>



hereof  shall be liberally  construed in favor of the holder  hereof in order to
effectuate the provisions  hereof; and the invalidity of any provision hereof in
any  jurisdiction  shall not  affect  the  validity  or  enforceability  of such
provisions   in  any  other   jurisdiction,   including  the   Commonwealth   of
Pennsylvania.

     15.  Notwithstanding  anything to the contrary contained in this Promissory
Note, in no event shall the total of all charges  payable  hereunder that are or
could be held to be in the nature of interest  exceed the maximum rate permitted
to be charged by  applicable  law.  Should Payee  receive any payment that is or
would be in excess of that  permitted to be charged under such  applicable  law,
then  such  payment  shall  be  deemed  to have  been  made in error  and  shall
automatically  be applied to reduce the  principal  sum  outstanding  under this
Promissory Note.

     16.  This  Promissory  Note  may  not  be  changed,  altered,  modified  or
terminated in any way except by a written instrument duly executed by the holder
hereof.

     17. The  rights of Maker to receive  advances  under this  Promissory  Note
shall not be assignable,  whether by operation of law or otherwise, and does not
create or confer,  and shall not be deemed to create or confer,  any  beneficial
rights or interests in favor of third parties,  including,  without  limitation,
any right to obtain the proceeds in respect of an advance made hereunder.





                                                --------------------------------
                                                Michael Ferzacca



                                       5

<PAGE>





COMMONWEALTH OF   _________________)
                            : ss.:
COUNTY OF         _________________)


     On the ____ day of  December,  1998,  before  me  personally  came  Michael
Ferzacca to me known to be the  individual  described  in and who  executed  the
foregoing instrument, and acknowledged that he executed the same.





                                                --------------------------------
                                                Notary Public





                                       6