EXHIBIT 10.40



                                  TALK.COM INC.

                            INDEMNIFICATION AGREEMENT

         This Indemnification  Agreement ("Agreement") is made as of October 14,
1999, by and between Talk.com Inc., a Delaware corporation (the "Company"),  and
Janet Kirschner ("Indemnitee").

         WHEREAS,  pursuant to that  certain  employment  agreement  between the
Company,  Talk.com  Holding  Corp.  and  Indemnitee  dated October 14, 1999 (the
"Employment Agreement") Indemnitee will commence service, on or prior to October
__, 1999 as  Controller  of the Company and will  perform a valuable  service in
such capacity for the Company; and

         WHEREAS,  the  Company  desires to attract  and retain the  services of
highly qualified individuals,  such as Indemnitee,  to serve the Company and, in
order to induce Indemnitee to enter into the Employment  Agreement,  the Company
agreed  to  enter  into  an  agreement   with   Indemnitee   providing  for  the
indemnification of Indemnitee as provided herein.

         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.   Indemnification.


                  (a) Indemnification of Indemnitee. The Company shall indemnify
and  hold  harmless  Indemnitee  to  the  fullest  extent  permitted  by  law if
Indemnitee was or is or becomes a party to, or witness or other  participant in,
or is threatened to be made a party to, or witness or other  participant in, any
threatened, pending or completed action, suit, proceeding or alternative dispute
resolution mechanism,  or any hearing,  inquiry or investigation that Indemnitee
in good faith believes might lead to the  institution of any such action,  suit,
proceeding or alternative dispute resolution mechanism, whether civil, criminal,
administrative,  investigative or other (collectively, hereinafter a "Claim") by
reason  of,  or  arising  in whole or in part out of,  any  event or  occurrence
related to the fact that  Indemnitee  is or was a  director,  officer,  manager,
employee, agent, representative or fiduciary of the Company, a subsidiary of the
Company  (a  "Subsidiary")  or an  affiliate  (as  defined in Rule 405 under the
Securities  Act of 1933, as amended) of the Company (an  "Affiliate"),  or is or
was serving at the request of the Company or any  Subsidiary  or  Affiliate as a
director,  officer,  manager,  employee,  agent,  representative or fiduciary of
another  corporation,  limited liability  company,  partnership,  joint venture,
employee  benefit plan,  trust or other entity or enterprise  (collectively,  an
"Other  Entity"),  or by  reason  of any  action  or  inaction  on the  part  of
Indemnitee while serving in any of such capacities,  whether or not the basis of
the Claim is an alleged action in an official  capacity as a director,  officer,
manager,  employee,  agent,  representative or fiduciary of the Company,  or any
Subsidiary,   Affiliate  or  Other  Entity  (any  of  the  foregoing  capacities
referenced in this Section 1(a), an "Indemnified Capacity"), against any and all
costs,  expenses and other amounts actually and reasonably  incurred and/or,  as
the case may be, paid (including,  without  limitation,  attorneys' fees and all
other  costs,  expenses and  obligations  actually  and  reasonably  incurred in
connection  with  investigating,  defending,  being a witness  in, or  otherwise
participating in (including on appeal),  or preparing to defend, any Claim), and
judgements,  fines, penalties and amounts paid in connection with the settlement
of any Claim and any  federal,  state,  local or  foreign  taxes  imposed on the
Indemnitee  as a result of the actual or deemed  receipt of any  payments  under
this  Agreement,  including all interest,  assessments and other charges paid or
payable by the  Indemnitee  in  connection  with or in  respect  of such  costs,
expenses and other amounts (collectively,  hereinafter, the "Expenses"). Without
limiting  the rights of  Indemnitee  under  Section  2(a) below,  the payment of
Expenses  actually  paid by  Employee  shall be made by the  Company  as soon as
practicable,  but in any event no later  than  thirty  (30) days  after  written
demand by Indemnitee therefor is presented to the Company.  Any event giving use
to the right of Indemnitee to be  indemnified  hereinafter is referred to herein
as an "Indemnifiable Event."





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                  (b) Reviewing Party.  Notwithstanding  the foregoing,  (i) the
obligations  of the Company  under  Section  1(a) hereof shall be subject to the
condition  that the  Reviewing  Party (as defined in Section 10(e) hereof) shall
not have determined (in a written opinion,  in any case in which the Independent
Legal Counsel (as defined in Section 10(d) hereof) is involved) that  Indemnitee
would not be  permitted to be  indemnified  under  applicable  law, and (ii) the
obligation  of the Company to make an advance  payment of Expenses to Indemnitee
pursuant to Section 2(a) hereof (an "Expense  Advance")  shall be subject to the
condition that, if, when and to the extent that the Reviewing  Party  determines
that  Indemnitee  would not be permitted to be so indemnified  under  applicable
law, the Company shall be entitled to be  reimbursed  by Indemnitee  (who hereby
agrees to so  reimburse  the Company)  for all such  amounts  theretofore  paid;
provided,  however,  that if Indemnitee  has  commenced or thereafter  commences
legal proceedings in a court of competent jurisdiction to secure a determination
that Indemnitee  could be indemnified  under  applicable law, any  determination
made by the  Reviewing  Party  that  Indemnitee  would  not be  permitted  to be
indemnified  under  applicable law shall not be binding and Indemnitee shall not
be required to  reimburse  the  Company  for any Expense  Advance  until a final
judicial  determination  is made with respect thereto (as to which all rights of
appeal  therefrom  have been  exhausted or lapsed).  Indemnitee's  obligation to
reimburse the Company for any Expense Advance shall be unsecured and no interest
shall be charged thereon.  If there has not been a Change in Control (as defined
in Section 10(c)  hereof),  the Reviewing  Party shall be selected by members of
the Board of  Directors  who are not or were not, as the case may be, a party or
parties, as the case may be, to the Claim in respect of which indemnification is
sought,  and if there  has been a Change  in  Control  (other  than a Change  in
Control  which  has  been  approved  by a  majority  of the  Company's  Board of
Directors who were directors  immediately prior to such Change in Control),  the
Reviewing Party shall be the Independent  Legal Counsel.  If, within thirty (30)
days after the Company's  receipt of written  notice from  Indemnitee  demanding
such  indemnification  (the "30-Day  Period") (i) the Reviewing Party determines
that Indemnitee  substantively would not be permitted to be indemnified in whole
or in part under  applicable  law or makes no  determination  in that regard or,
(ii) Indemnitee shall not have received full  indemnification  from the Company,
Indemnitee shall have the right to commence  litigation  seeking a determination
by a court of competent  jurisdiction  as to the  propriety  of  indemnification
under the circumstances  involved or challenging any such determination (or lack
thereof) by the Reviewing  Party or any aspect  thereof,  including the legal or
factual  bases  therefor or the failure of the  Company to fully  indemnify  the
Indemnitee,  and the Company hereby consents to service of process and to appear
in any such  proceeding and hereby appoints the Secretary of the Company (or, if
such office is not filled at a time in question,  any Assistant Secretary of the
Company  or,  if such  office  is not  filled  at a time in  question,  any Vice
President  of the Company - each,  a "Service  Receiver")  as its agent for such
service of process.  Any  determination  by the Reviewing Party not otherwise so
challenged shall be conclusive and binding on the Company and Indemnitee.

                  (c) Change in Control.  The Company  agrees that if there is a
Change in Control  (other than a Change in Control  which has been approved by a
majority of the  Company's  Board of Directors  who were  directors  immediately
prior to such Change in Control),  then, with respect to all matters  thereafter
arising  concerning the rights of Indemnitee to payments of Expenses and Expense
Advances  under this  Agreement or any other  agreement  or under the  Company's
Certificate  of  Incorporation  or Bylaws as now or  hereafter  in  effect,  the
Company shall seek legal advice only from the  Independent  Legal Counsel.  Such
counsel, among other things, shall render its written opinion to the Company and
Indemnitee as to whether and to what extent  Indemnitee would be permitted to be
indemnified  under applicable law. The Company agrees to pay the reasonable fees
of the Independent  Legal Counsel  referred to above and to fully indemnify such
counsel  against  any and all  expenses  (including  attorneys'  fees),  claims,
liabilities  and damages  arising out of or  relating to this  Agreement  or its
engagement pursuant hereto.


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                  (d) Mandatory Payment of Expenses.  Notwithstanding  any other
provision of this  Agreement,  to the extent that Indemnitee has been successful
on the merits or otherwise,  including,  without limitation, the dismissal of an
action without  prejudice,  in connection  with any Claim,  Indemnitee  shall be
indemnified  against all Expenses actually and reasonably incurred by Indemnitee
in connection therewith.

            2.   Expenses; Indemnification Procedure.

                  (a)Advancement  of  Expenses.  The Company  shall  advance all
Expenses incurred by Indemnitee so that the Company,  and not Indemnitee,  shall
be obligated to pay such incurred Expenses.  The advances of Expenses to be made
hereunder shall be paid by the Company to Indemnitee as soon as practicable, but
in any event no later  than five (5) days  after  written  demand by  Indemnitee
therefor to the Company.

                  (b) Notice and Cooperation by Indemnitee. Indemnitee shall, as
a  condition  precedent  to  Indemnitee's  right to be  indemnified  under  this
Agreement,  give the  Company  notice in writing as soon as  practicable  of any
Claim made against Indemnitee for which  indemnification will or could be sought
under this  Agreement;  but the  Indemnitee's  failure to so notify the  Company
shall not relieve the Company from any liability  that it may have to Indemnitee
under this Agreement, except to the extent that the Company is able to establish
that its  ability  to avoid  liability  under  such  Claim was  prejudiced  in a
material  respect by such failure.  Notice to the Company shall be directed to a
Service  Receiver at the address of the Company shown on the  signature  page of
this Agreement (or such other address as the Company shall  designate in writing
to Indemnitee).  In addition,  Indemnitee  shall, at the expense of the Company,
provide the Company  with such  information  and  cooperation  with respect to a
Claim,  or any matters  related to such Claim,  as it may reasonably  require in
connection with the  indemnification  provided for herein and as shall be within
Indemnitee's  power.  Any  costs  or  expenses  (including  attorneys'  fees and
disbursements)  actually and reasonably incurred by Indemnitee in so cooperating
shall  be  borne  by  the  Company  (irrespective  of  the  determination  as to
Indemnitee's  entitlement to  indemnification),  which shall pay any such amount
within fifteen (15) days after receiving a request therefor from Indemnitee, and
the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

                  (c) No  Presumptions;  Burden of Proof.  For  purposes of this
Agreement, the termination of any Claim by judgment,  order, settlement (whether
with  or  without  court  approval)  or  conviction,  or  upon  a plea  of  nolo
contendere,  or its equivalent,  shall not create a presumption  that Indemnitee
did not meet any particular standard of conduct or have any particular belief or
that a court has determined that  indemnification is not permitted by applicable
law. In  addition,  neither the  failure of the  Reviewing  Party to have made a
determination  as to  whether  Indemnitee  has met any  particular  standard  of
conduct  or had  any  particular  belief,  nor an  actual  determination  by the
Reviewing  Party that Indemnitee has not met such standard of conduct or did not
have such belief,  prior to the commencement of legal  proceedings by Indemnitee
to secure a judicial  determination  that Indemnitee should be indemnified under
applicable law, shall be a defense to a claim for  indemnification by Indemnitee
hereunder or create a presumption  that  Indemnitee  has not met any  particular
standard of conduct or did not have any particular  belief.  In connection  with
any  determination by the Reviewing Party or otherwise as to whether  Indemnitee
is entitled  to be  indemnified  hereunder,  the burden of proof shall be on the
Company to establish that Indemnitee is not so entitled.


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                  (d) Notice to Insurers.  If, at the time of the receipt by the
Company of a notice of a Claim pursuant to Section 2(b) hereof,  the Company has
one or more  policies  of  liability  insurance  in effect  which may cover such
Claim, the Company shall give prompt notice of the commencement of such Claim to
the  applicable  insurer(s) in accordance  with the  procedures set forth in the
applicable  policies.  The Company shall thereafter take all action necessary or
desirable to cause such  insurers to pay, on behalf of  Indemnitee,  all amounts
payable as a result of such Claim in accordance with the terms of such policies.

                  (e) Selection of Counsel.  In the event that the Company shall
be  obligated  hereunder  to pay the  Expenses  with  respect to any Claim,  the
Company,  except as otherwise  provided  below,  shall be entitled to assume the
defense of such Claim at its own expense  with counsel  approved by  Indemnitee,
upon the  delivery to  Indemnitee  of written  notice of its  election so to do.
Indemnitee's approval of such counsel shall not be unreasonably withheld.  After
delivery  of  such  notice,  approval  of such  counsel  by  Indemnitee  and the
retention of such counsel by the Company,  the Company will not be liable to the
Indemnitee under this Agreement for any fees of counsel subsequently incurred by
the  Indemnitee  with  respect  to such  Claim,  other than as  provided  below.
Indemnitee shall have the right to employ Indemnitee's own counsel in connection
with a Claim,  but the fees and expenses of such counsel  incurred after written
notice from the Company of its assumption of the defense thereof shall be at the
expense of  Indemnitee,  unless (i) the  employment of counsel by Indemnitee has
been  previously  authorized by the Company,  or,  following a Change in Control
(other  than a Change in Control  approved  by a majority  of the members of the
Board of  Directors  who were  directors  immediately  prior to such  Change  in
Control),  the  employment  of counsel by  Indemnitee  has been  approved by the
Independent Legal Counsel,  (ii) Indemnitee shall have reasonably concluded that
there may be a conflict of interest  between the Company and  Indemnitee  in the
conduct of any such  defense,  or (iii) the  Company  shall not,  in fact,  have
employed  or  retained or  continued  to employ or retain  counsel to assume the
defense  of such  Claim,  in each of  which  cases  the  fees  and  expenses  of
Indemnitee's  counsel shall be at the expense of the Company.  The Company shall
not be entitled  to assume or control the defense of any Claim  brought by or on
behalf of the Company or as to which the  Indemnitee  has reached the conclusion
that there may be a conflict of interest between the Company and Indemnitee. The
Company  shall not settle any Claim in any manner which would impose any penalty
or limitation on Indemnitee  without the  Indemnitee's  written  consent  (which
approval shall not be unreasonably withheld).


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                  (f) Settlement of Claims. The Company shall not be required to
indemnify  Indemnitee under this Agreement for any amounts paid in settlement of
any Claim effected  without the Company's  written consent;  provided,  however,
that  consent  by the  Company  to the  settlement  of any  claim  shall  not be
unreasonably  withheld.  Notwithstanding the foregoing,  however, if a Change in
Control has occurred  (other than a Change in Control  approved by a majority of
the members of the Board of Directors who were  directors  immediately  prior to
such  Change in  Control),  then the  Company  shall be  required  to  indemnify
Indemnitee for amounts paid in settlement of any Claim if the Independent  Legal
Counsel  has  approved  such  settlement  or has not made a  determination  with
respect to such  settlement  within (30) days after the  effective  date of such
Change in Control.

            3.   Additional Indemnification Rights; Non-Exclusivity.

                  (a) Scope.  The Company hereby agrees to indemnify  Indemnitee
to  the   fullest   extent   permitted   by  law,   notwithstanding   that  such
indemnification is not specifically  authorized by the Company's  Certificate of
Incorporation or Bylaws or by statute. In the event of any change after the date
of this Agreement in any applicable law, statute or rule which expands the right
of the Company to indemnify  Indemnitee,  it is the intent of the parties hereto
that Indemnitee shall enjoy under this Agreement the greater  benefits  afforded
by such change.  In the event of any change in any  applicable  law,  statute or
rule which  narrows the right of the Company to indemnify the  Indemnitee,  such
change, to the extent not otherwise  required by such law, statute or rule to be
applied  to this  Agreement,  shall  have no  effect  on this  Agreement  or the
parties' rights and obligations hereunder.

                  (b)Non-Exclusivity.   The  indemnification  provided  by  this
Agreement shall be in addition to any rights to which Indemnitee may be entitled
under the Company's Certificate of Incorporation or Bylaws, any agreement,  vote
of  stockholders  or  directors,  the  General  Corporation  Law of the State of
Delaware, or otherwise.  The indemnification provided under this Agreement shall
continue  as to  Indemnitee  for any  Indemnifiable  Event  while  serving in an
Indemnified  Capacity  even though  Indemnitee  may have ceased to serve in such
Indemnified Capacity.

             4.   No  Duplication  of Payments.  The Company shall not be liable
under this  Agreement  to make any payment in  connection  with any Claim to the
extent  Indemnitee has otherwise  actually received payment (under any insurance
policy or otherwise) of the amounts otherwise indemnifiable hereunder.


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            5.    Partial  Indemnification.  If Indemnitee is entitled under any
provision of this Agreement to  indemnification  by the Company for a portion of
any of the Expenses in connection with the  investigation,  appeal or settlement
of any  Claim,  but  not  for  the  total  amount  thereof,  the  Company  shall
nevertheless indemnify Indemnitee for such portion of the Expenses.

            6.    Mutual   Acknowledgment.   Both  the  Company  and  Indemnitee
acknowledge  that,  in certain  instances,  applicable  law or public policy may
prohibit  the Company  from  indemnifying  Indemnitee  under this  Agreement  or
otherwise.   Indemnitee  understands  and  acknowledges  that  the  Company  has
undertaken or may be required in the future to undertake with the Securities and
Exchange  Commission  to submit the  question of  indemnification  to a court in
certain  circumstances  for a determination  of the Company's right under public
policy to indemnify Indemnitee.

            7.    Liability  Insurance.   To  the  extent  the  Company  or  any
Subsidiary or Affiliate maintains  liability insurance  applicable to directors,
officers,  managers,  employees,  agents,  representatives or fiduciaries of the
Company or such Subsidiary or Affiliate  (collectively,  the "Covered Persons"),
Indemnitee  shall be  covered  by such  policies  in such a manner as to provide
Indemnitee  the same rights and benefits as are  accorded to the most  favorably
insured of the  Covered  Persons  who is then  serving in the same  capacity  or
capacities, as the case may be, as Indemnitee.

           8.     Exceptions.   Any  other  provision  herein  to  the  contrary
notwithstanding,  the Company  shall not be  obligated  pursuant to the terms of
this Agreement:

                  (a) Excluded Action or Omissions.  To indemnify Indemnitee for
any  Expenses  resulting  from  acts,   omissions  or  transactions  from  which
Indemnitee  may not be  indemnified  under  applicable  law, or for any Expenses
resulting  from  Indemnitee's  conduct  which is finally  adjudged  to have been
willful misconduct or knowingly fraudulent conduct;

                  (b) Claims  Initiated by  Indemnitee.  To indemnify or advance
Expenses to Indemnitee with respect to Claims  initiated or brought  voluntarily
by  Indemnitee  and not by way of  defense,  regardless  of  whether  Indemnitee
ultimately is determined to be entitled to such indemnification, Expense Advance
or  insurance  recovery,  as the  case  may  be,  except  (i)  with  respect  to
proceedings  brought to  establish  or enforce  (a) a right to, or for,  Expense
Advances  and/or,  as the case may be, (b) any other right of  Indemnitee  under
this Agreement or any other agreement or insurance policy or under the Company's
Certificate  of  Incorporation  or Bylaws now or  hereafter  in effect,  (ii) in
specific  cases,  if the Board of  Directors  has  approved  the  initiation  or
bringing of such suit or (iii) as otherwise  required  under  applicable  law or
statute;

                  (c)  Lack of  Good  Faith.  To  indemnify  Indemnitee  for any
Expenses  incurred by Indemnitee  with respect to any  proceeding  instituted by
Indemnitee  to enforce or  interpret  this  Agreement,  if a court of  competent
jurisdiction  determines  that  each  of the  material  assertions  made  by the
Indemnitee in such proceeding was not made in good faith or was frivolous; or

                  (d) Claims Under Section  16(b).  To indemnify  Indemnitee for
Expenses and the payment of profits  arising from the purchase and sale or, sale
and  purchase,  by Indemnitee of securities in violation of Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any similar
successor statute.


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            9.    Period of Limitations. No legal action shall be brought and no
cause of action shall be asserted by or in the right of the Company with respect
to the matters addressed in this Agreement against  Indemnitee,  or Indemnitee's
estate,  spouse, heirs, executors or personal or legal representatives after the
expiration of two(2) years from the date of accrual of such cause of action, and
any claim or cause of action of the  Company  shall be  extinguished  and deemed
released  unless  asserted by the timely  filing of a legal  action  within such
two-year period; provided, however, that if any shorter period of limitations is
otherwise  applicable  to any such cause of action,  such  shorter  period shall
govern.

            10.   Construction of Certain Phrases.

                  (a) Company. For purposes of this Agreement, references to the
"Company" shall include,  in addition to the resulting  entity,  any constituent
entity (including any constituent of a constituent)  absorbed in a consolidation
or merger which, if its separate  existence had continued,  would have had power
and authority to indemnify its directors, officers, managers, employees, agents,
representation  or  fiduciaries,  so that if  Indemnitee  is or was a  director,
officer, employee, agent or fiduciary of such constituent corporation,  or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer,  manager,  employee, agent or fiduciary of an Other Entity,  Indemnitee
shall stand in the same position  under the  provisions of this  Agreement  with
respect to the resulting or surviving entity as Indemnitee would have stood with
respect to such constituent entity if its separate existence had continued.  The
consummation of any transaction described in this Section 10(a) shall be subject
to the requirements of Section 12, below.

                  (b)  Miscellaneous  Terms.  For  purposes  of this  Agreement,
references to "fines" shall include any excise taxes assessed on Indemnitee with
respect to an employee  benefit plan;  and references to "serving at the request
of the Company or any  Subsidiary or Affiliate" or words of similar import shall
include  any  service  as  a  director,   officer,  manager,   employee,  agent,
representative  or fiduciary of the Company which imposes duties on, or involves
services by, such director, officer, manager, employee, representative, agent or
fiduciary with respect to an employee  benefit plan, or its  participants or its
beneficiaries;  and if Indemnitee acted in good faith and in a manner Indemnitee
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan,  Indemnitee  shall be deemed to have  acted in a
manner "not opposed to the best interests of the Company" as referred to in this
Agreement or under any applicable law or statute.

                  (c) Change in  Control.  For  purposes  of this  Agreement,  a
"Change in Control"  shall be deemed to have  occurred if (i) any  "person"  (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a
trustee or other fiduciary holding  securities under an employee benefit plan of
the Company or a corporation owned directly or indirectly by the stockholders of
the Company in substantially the same proportions as their ownership of stock of
the  Company,  is or becomes  the  "beneficial  owner" (as defined in Rule 13d-3
under the  Exchange  Act),  directly or  indirectly,  of Voting  Securities  (as
defined below) of the Company representing more than twenty percent (20%) of the
total  voting  power  represented  by  the  Company's  then  outstanding  Voting
Securities, (ii) during any period of two (2) consecutive years, individuals who
at the beginning of such period constitute the Board of Directors of the Company
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) and (iv) of this Section  10(c)) whose election by the Board
of  Directors  or  nomination  for election by the  Company's  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  period or whose
election or nomination  for election was  previously so approved,  cease for any
reason to  constitute  a  majority  thereof,  or (iii) the  stockholders  of the
Company  approve  a merger  or  consolidation  of the  Company  with  any  other
corporation  other  than a merger or  consolidation  which  would  result in the
Voting  Securities  of  the  Company   outstanding   immediately  prior  thereto
continuing to represent  (either by remaining  outstanding or by being converted
into Voting Securities of the surviving entity) at least 80% of the total voting
power of the resulting or surviving entity  outstanding  immediately  after such
merger or consolidation,  or (iv) the stockholders of the Company approve a plan
of  complete  liquidation  of the  Company  or an  agreement  for  the  sale  or
disposition by the Company (in one transaction or a series of  transactions)  of
all  or  substantially  all  of the  Company's  assets.  For  purposes  of  this
Agreement,  "Voting  Securities"  shall mean any securities the holders of which
vote generally in the election of directors.


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                  (d) Independent Legal Counsel. For purposes of this Agreement,
"Independent  Legal  Counsel"  shall mean an attorney or firm of attorneys,  who
shall not have otherwise performed services for the Company or Indemnitee within
the then prior three years  (other than with respect to matters  concerning  the
rights of Indemnitee under this Agreement, or of other indemnitees under similar
indemnity  agreements)  selected by the Company and  approved by  Indemnitee  in
writing, which approval shall not be unreasonably withheld.  Notwithstanding the
foregoing,  the term  "Independent  Legal Counsel" shall not include any firm or
person  who,  under  the  applicable  standards  of  professional  conduct  then
prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine  Indemnitee's  right to  indemnification
under this Agreement.

                  (e)  Reviewing  Party.  For  purposes  of  this  Agreement,  a
"Reviewing Party" shall mean (i) any person or group of persons  consisting of a
member or members of the Company's  Board of Directors  and/or,  as the case may
be, or any other person  appointed by the Board of Directors  who is not a party
to the particular Claim for which Indemnitee is seeking indemnification, or (ii)
Independent Legal Counsel.

            11.   Counterparts.  This  Agreement  may be executed in one or more
counterparts,  each of which  shall  constitute  an  original  and all of which,
together, shall constitute one and the same document.

            12.   Binding Effect;  Successors and Assigns.  This Agreement shall
be binding  upon and inure to the benefit of and be  enforceable  by the parties
hereto and their respective successors and permitted assigns, heirs and personal
and legal representatives. The Company may not assign its obligations under this
Agreement to any  individual  or entity  except by operation of law to an entity
acquiring all or substantially  all of the business and/or,  as the case may be,
assets of the Company (a  "Successor")  and, in any such case, the Company shall
continue to be  obligated  hereunder.  The Company  shall  require and cause any
Successor by written agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform  this  Agreement in the same manner and
to the same  extent  that the  Company  would be  required to perform if no such
succession had taken place.  This Agreement shall continue in effect  regardless
of whether Indemnitee continues to serve in an Indemnified Capacity.


                                       8


<PAGE>


            13.   Attorneys' Fees. In the event that any action is instituted by
Indemnitee in a court of competent  jurisdiction  under this  Agreement or under
any  liability  insurance  policies  maintained  by the Company to  enforce,  or
interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be
paid all Expenses actually and reasonably incurred by Indemnitee with respect to
such action,  regardless of whether Indemnitee is ultimately  successful in such
action,  and shall be  entitled  to an  advance of such  Expenses  in the manner
provided in Section 2 (a), above, with respect to such action, unless, as a part
of such action,  the court in which such action is brought  determines that each
of the material assertions made by Indemnitee as a basis for such action was not
made in good faith or was frivolous.  In the event of an action instituted by or
in the name of the Company  under this  Agreement to enforce or interpret any of
the  terms  of this  Agreement,  Indemnitee  shall  be  entitled  to be paid all
Expenses  actually  and  reasonably  incurred by  Indemnitee  in defense of such
action  (including  costs and expenses  incurred  with  respect to  Indemnitee's
counterclaims and cross-claims made in such action), and shall be entitled to an
advance of such Expenses in the manner  provided in Section 2 (a),  above,  with
respect to such  action,  unless as a part of such action such court  determines
that each of  Indemnitee's  material  defenses  to such  action were made in bad
faith or were frivolous.

            14.   Notice.  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
Fed Ex, 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 Indemnitee:          Janet Kirschner

         If to Company:             Talk.com Inc.
                                            12020 Sunrise Valley Drive
                                            Suite 250
                                            Reston, VA  20190
                                            Attn: Secretary

            15.   Consent to  Jurisdiction.  The  Company  and  Indemnitee  each
hereby irrevocably consent to the jurisdiction of the courts of the Commonwealth
of  Pennsylvania  for all purposes in  connection  with any action or proceeding
which  arises  out of or  relates  to this  Agreement  and agree that any action
instituted  under this  Agreement  shall be commenced,  prosecuted and continued
only in the courts of the  Commonwealth of Pennsylvania in and for the County of
Philadelphia,   which  shall  be  the   exclusive  and  only  proper  forum  for
adjudicating such a claim.

            16.   Severability.  The  provisions  of  this  Agreement  shall  be
severable  in the  event  that  any  of the  provisions  hereof  (including  any
provision within a single section, paragraph or sentence) are held by a court of
competent jurisdiction to be invalid, void or otherwise  unenforceable,  and the
remaining provisions shall remain enforceable to the fullest extent permitted by
law.  Furthermore,  to the  fullest  extent  possible,  the  provisions  of this
Agreement  (including,  without  limitation,  each  portion  of  this  Agreement
containing  any provision held to be invalid,  void or otherwise  unenforceable,
that is not itself held to be invalid, void or unenforceable) shall be construed
so as to give effect to the intent  manifested  by the  provision  held invalid,
illegal or unenforceable.


                                       9


<PAGE>


            17.   Choice of Law.  This  Agreement  shall be  governed by and its
provisions  construed and enforced in  accordance  with the laws of the State of
Delaware, without regard to the conflict of laws principles thereof.

            18.   Subrogation.  In the  event of  payment  to,  or on  behalf of
Indemnitee  under this Agreement,  the Company shall be subrogated to the extent
of such payment to all of the rights of recovery of  Indemnitee,  who shall,  at
Company's expense, execute all documents required and shall do all acts that may
be  necessary  to secure such rights and to enable the  Company  effectively  to
bring suit to enforce such rights.

            19.   Amendment  and   Termination.   No  amendment,   modification,
termination or cancellation of this Agreement shall be effective unless it is in
writing signed by both of the parties hereto. No waiver of any of the provisions
of this Agreement shall be deemed to, or shall constitute a waiver of, any other
provisions  hereof  (whether  or not  similar  thereto),  nor shall such  waiver
constitute a continuing  waiver.  Except as  specifically  set forth herein,  no
failure to exercise,  or any delay in exercising,  any right or remedy hereunder
shall constitute a waiver thereof.

            20.   Integration  and Entire  Agreement.  This Agreement sets forth
the entire understanding  between the parties hereto and supersedes all previous
written  and  oral  negotiations,  commitments,  understandings  and  agreements
relating to the subject matter hereof between the parties hereto.

            21.   No Construction as Employment Agreement.  Nothing contained in
this Agreement shall be construed as giving  Indemnitee any right to be retained
in the employ of the Company or any Subsidiaries.

            22.   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.


                                       10


<PAGE>



                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the date first above written.



                                                TALK.COM  INC.

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






AGREED TO AND ACCEPTED

INDEMNITEE:



------------------------------
Janet Kirschner


                                       11