EXHIBIT 10.2


                            INDEMNIFICATION AGREEMENT

                  THIS  INDEMNIFICATION  AGREEMENT  (this  "Agreement")  is made
effective  March 24, 2000 by and among Talk.com,  Inc., a Delaware  corporation,
("Purchaser") and Access One Communications Corp., a New Jersey corporation (the
"Company" or the "Surviving Corporation").

                  WHEREAS,  Purchaser,  Aladdin  Acquisition  Corp.,  a Delaware
corporation and a wholly-owned  subsidiary of Purchaser  ("Merger  Subsidiary"),
and the Company  entered  into an  Agreement  and Plan of Merger dated March 24,
2000 (the "Merger  Agreement"),  providing  for the merger of Merger  Subsidiary
with and into the Company (the "Merger").

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual  covenants  set forth herein,  and as an  inducement  to  consummate  the
Merger, the parties hereto hereby agree as follows:

         1. Defined  Terms.  Capitalized  terms used and not defined herein have
the respective meanings ascribed to them in the Merger Agreement.

         2. Indemnification by the Company and the Stockholders.

                  (a) Subject to the  limitations  of Section 2(b), the Company,
prior to the  Effective  Time  agrees,  and all of the holders of the  Company's
securities  (including  but not  limited to holders of capital  stock,  warrants
and/or options) (the "Stockholders"), jointly and severally, after the Effective
Time agree,  to indemnify in full Purchaser,  Merger  Subsidiary and the Company
and their respective  officers,  directors,  employees,  agents and shareholders
(collectively,  the  "Purchaser  Indemnified  Parties")  and hold them  harmless
against any loss,  liability,  deficiency,  damage,  expense or cost  (including
reasonable legal expenses), actually incurred or paid (collectively,  "Losses"),
which Purchaser  Indemnified  Parties may suffer,  sustain or become subject to,
prior to the first  anniversary  of the  Effective  Time, as a result of (i) any
misrepresentation  in any of the  representations  and warranties of the Company
contained in the Merger Agreement or in any exhibits, schedules, certificates or
other  documents  delivered  or to be  delivered  by or on behalf of the Company
pursuant  to the  terms of the  Merger  Agreement  or  otherwise  referenced  or
incorporated in the Merger Agreement (collectively,  the "Company Documents") or
(ii) any breach of, or failure to  perform,  any  agreement  or  covenant of the
Company  or the  Stockholders  contained  in the  Merger  Agreement,  the Voting
Agreement,  this  Agreement  or  any  of the  Company  Documents  (collectively,
"Purchaser Losses").

                  (b) The  Company  and the  Stockholders  will be liable to the
Purchaser  Indemnified  Parties for any  Purchaser  Losses (i) only if Purchaser
Indemnified Parties deliver to the Company and the Stockholders  written notice,
setting forth in reasonable detail the identity,  nature and amount of Purchaser
Losses  related to such claim or claims  prior to the first  anniversary  of the
Effective  Time and (ii) only if the aggregate  amount of all  Purchaser  Losses
exceeds One Million Dollars  ($1,000,000) (the "Basket  Amount"),  in which case
the Company and the  Stockholders  shall be obligated to indemnify the Purchaser
Indemnified Parties for the

                                       -i-
<PAGE>

excess of the  aggregate  amount of all such  Purchaser  Losses  over the Basket
Amount. A Purchaser  Indemnified  Party's failure to provide the detail required
by clause (i) in the preceding  sentence shall not constitute either a breach of
this Agreement by the Purchaser  Indemnified  Party or any basis for the Company
or the Stockholders to assert that a Purchaser  Indemnified Party did not comply
with the terms of this Section 2 sufficient to cause the  Purchaser  Indemnified
Party to have  waived its  rights  under this  Section  2.  Notwithstanding  the
foregoing,  the Company and the  Stockholders  shall not be liable for Purchaser
Losses that cannot be satisfied from the proceeds of Parent Shares held pursuant
to the Escrow Agreement.

         3. Indemnification by Purchaser.

                  (a)  Subject to the  limitations  of Section  3(b),  Purchaser
agrees to indemnify in full the  Stockholders  (collectively,  the  "Stockholder
Indemnified Parties") and hold them harmless against any Losses which any of the
Stockholder  Indemnified Parties may suffer,  sustain or become subject to prior
to the  first  anniversary  of  the  Effective  Time:  (i)  as a  result  of any
misrepresentation  in any of the representations and warranties of Purchaser and
Merger Subsidiary  contained in the Merger Agreement and (ii) as a result of any
breach  of,  or  failure  to  perform,  any  agreement  of  Purchaser  or Merger
Subsidiary  contained  in  the  Merger  Agreement  (collectively,   "Stockholder
Losses").

                  (b) Purchaser  will be liable to the  Stockholder  Indemnified
Parties for any  Stockholder  Losses  only if  Stockholder  Indemnified  Parties
deliver to Purchaser  written  notice,  setting forth in  reasonable  detail the
identity,  nature  and  amount of  Stockholder  Losses  related to such claim or
claims prior to the first  anniversary  of the  Effective  Time.  A  Stockholder
Indemnified  Party's  failure to provide the detail  required  by the  preceding
sentence shall not  constitute  either a breach of this Agreement by the Company
or the Stockholders or any basis for Purchaser to assert that the Company or the
Stockholders did not comply with the terms of this Section 3 sufficient to cause
either the Company or the  Stockholders  to have waived  their rights under this
Section 3.

         4. Method of Asserting Claims.  As used herein, an "Indemnified  Party"
shall  refer to a  "Purchaser  Indemnified  Party" or  "Stockholder  Indemnified
Party," as  applicable,  the  "Notifying  Party" shall refer to the party hereto
whose Indemnified  Parties are entitled to  indemnification  hereunder,  and the
"Indemnifying Party" shall refer to the party hereto obligated to indemnify such
Notifying Party's Indemnified Parties.

                  (a) In the event that any of the Indemnified Parties is made a
defendant in or party to any action or proceeding,  judicial or  administrative,
instituted by any third party for  liabilities (or the related costs or expenses
of which) are Losses (any such third party action or proceeding  being  referred
to as a "Claim"),  the Notifying Party shall give the Indemnifying  Party prompt
notice thereof. The failure to give such notice shall not affect any Indemnified
Party's  ability to seek  reimbursement  unless such failure has  materially and
adversely  affected the  Indemnifying  Party's ability to defend  successfully a
Claim.  The  Indemnifying  Party  shall be  entitled  to contest and defend such
Claims  provided  that the  Indemnifying  Party (i) has a  reasonable  basis for
concluding that such defense may be successful and (ii) diligently  contests and
defends  such Claim.  Notice of the  intention so to contest and defend shall be
given by the  Indemnifying  Party to the  Notifying  Party  within  twenty  (20)
business  days after the  Notifying

                                      -ii-
<PAGE>

Party's  notice of such Claim (but,  in all events,  at least five (5)  business
days  prior to the date that  answer to such  Claims is due to be  filed).  Such
contest and defense  shall be conducted by reputable  attorneys  employed by the
Indemnifying  Party.  The Notifying  Party shall be entitled at any time, at its
own cost and  expense  (which  expense  shall not  constitute  a Loss unless the
Notifying  Party  reasonably  determines  that  the  Indemnifying  Party  is not
adequately  representing  or,  because  of  a  conflict  of  interest,  may  not
adequately represent,  any interests of the Indemnified Parties, and only to the
extent that such expenses are  reasonable),  to  participate in such contest and
defense and to be represented by attorneys of its or their own choosing.  If the
Notifying Party elects to participate in such defense,  the Notifying Party will
cooperate with the  Indemnifying  Party in the conduct of such defense.  Neither
the Notifying Party nor the Indemnifying Party may concede, settle or compromise
any Claim  without the consent of the other party,  which  consents  will not be
unreasonably  withheld.  Notwithstanding  the  foregoing,  (i) if a Claim  seeks
equitable relief or (ii) if the subject matter of a Claim relates to the ongoing
business of any of the Indemnified Parties,  which Claim, if decided against any
of the  Indemnified  Parties,  would  materially  adversely  affect the  ongoing
business or reputation  of any of the  Indemnified  Parties,  then, in each such
case,  the  Indemnified  Parties alone shall be entitled to contest,  defend and
settle such Claim in the first instance and, if the  Indemnified  Parties do not
contest,  defend or settle such  Claim,  the  Indemnifying  Party shall have the
right to contest and defend (but not settle) such Claim.

                  (b) In the event any  Indemnified  Party  should  have a claim
against  any  Indemnifying  Party that does not involve a Claim,  the  Notifying
Party shall  deliver a notice of such claim with  reasonable  promptness  to the
Indemnifying  Party. If the Indemnifying Party notifies the Notifying Party that
it does not  dispute the claim  described  in such notice or fails to notify the
Notifying  Party  within  thirty (30) days after  delivery of such notice by the
Notifying Party whether the  Indemnifying  Party disputes the claim described in
such notice,  the Loss in the amount  specified in the Notifying  Party's notice
will be  conclusively  deemed a  liability  of the  Indemnifying  Party  and the
Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on
demand. If the Indemnifying Party has timely disputed its Liability with respect
to such claims,  the Chief Executive  Officers of each of the Indemnifying Party
and the Notifying  Party (or the principal  individuals  involved in the case of
the  Stockholders)  will proceed in good faith to negotiate a resolution of such
dispute,  and if not resolved  through the  negotiations of such Chief Executive
Officers or principal  individuals  within sixty (60) days after the delivery of
the  Notifying  Party's  notice of such claims,  such dispute  shall be resolved
fully and finally by an  arbitrator  selected  pursuant  to, and an  arbitration
governed  by  the  Commercial  Arbitration  Rules  of the  American  Arbitration
Association.  The  arbitrator  shall resolve the dispute within thirty (30) days
after  selection and judgment on the award  rendered by such  arbitrator  may be
entered in any court of competent jurisdiction.

                  (c) After the Closing,  the rights set forth in this Agreement
and the Escrow  Agreement  shall be each  party's  sole and  exclusive  remedies
against the other party hereto for  misrepresentations  or breaches of covenants
contained in the Merger  Agreement or this Agreement and the Related  Documents.
Notwithstanding  the  foregoing,   nothing  herein  shall  prevent  any  of  the
Indemnified  Parties from bringing an action based upon  allegations of fraud or
other intentional  breach of an obligation of or with respect to either party in
connection  with  the  Merger  Agreement  or  this  Agreement  and  the  Related
Documents.  In  the  event  such  action  is  brought,  the  prevailing  party's
attorneys' fees and costs shall be paid by the nonprevailing party.


                                     -iii-



<PAGE>

         5.   Contribution.   In  order  to  provide  for  just  and   equitable
contribution in circumstances in which the indemnification  provided for in this
Agreement  for any reason is held to be  unenforceable  although  applicable  in
accordance with its terms,  the  Stockholders,  jointly and severally,  agree to
contribute the Escrow Amount to satisfy the Purchaser Losses.

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

         7. No Third-Party Beneficiaries.  Notwithstanding any term or provision
of this  Agreement,  this  Agreement does not create any right of subrogation or
enforcement  on the part of (and shall not inure to the  benefit  of) any person
other than the  parties  hereto or their  respective  successors  and  permitted
assigns.

         8. Governing Law;  Forum;  Jury Trial Waiver.  THIS AGREEMENT  SHALL BE
GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE DOMESTIC LAWS OF THE STATE OF
DELAWARE  WITHOUT  GIVING  EFFECT TO ANY CHOICE OR CONFLICT OF LAW  PROVISION OR
RULE  (WHETHER OF THE STATE OF DELAWARE  OR ANY OTHER  JURISDICTION)  THAT WOULD
CAUSE THE  APPLICATION OF THE LAWS OF ANY  JURISDICTION  OTHER THAN THE STATE OF
DELAWARE.  Each of the  parties  submits  to the  jurisdiction  of any  state or
federal  court  sitting  in  the  Commonwealth  of  Virginia  in any  action  or
proceeding  arising  out of or relating  to this  Agreement  and agrees that all
claims in respect of the action or proceeding may be heard and determined in any
such court. Each party also agrees not to bring any action or proceeding arising
out of or relating to this  Agreement  in any other  court.  Each of the parties
waives any defense of  inconvenient  forum to the  maintenance  of any action or
proceeding so brought and waives any bond,  surety or other  security that might
be required of any other party with  respect  thereto.  Each party  appoints C-T
Corporation  (the "Process  Agent") as his or its agent to receive on his or its
behalf service of copies of the summons and complaint and any other process that
might be served in the action or  proceeding.  Any party may make service on any
other party by sending or  delivering  a copy of the process (A) to the party to
be served at the address and in the manner provided for the giving of notices in
Section 10 below or (B) to the party to be served in care of the  Process  Agent
at the address and in the manner  provided  for the giving of notices in Section
10 below.  Nothing in this  Section 8,  however,  shall  affect the right of any
party to serve legal process in any other manner  permitted by law or at equity.
Each party agrees that a final  judgment in any action or  proceeding so brought
shall be conclusive  and may be enforced by suit on the judgment or in any other
manner provided by law or at equity.  EACH PARTY HEREBY  IRREVOCABLY  WAIVES, TO
THE FULLEST EXTENT  PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING  OR  COUNTERCLAIM  (WHETHER  BASED ON  CONTRACT,  TORT OR  OTHERWISE)
ARISING  OUT OF OR  RELATING  TO  THIS  AGREEMENT  OR  ANY  OF THE  TRANSACTIONS
CONTEMPLATED HEREBY.

         9.  Assignability.  This Agreement shall not be assignable by any party
hereto without the prior written consent of the other parties hereto;  provided,
however,  that in the event of the death of any Stockholder,  such Stockholder's
estate, personal representatives,  executors,  heirs and legatees shall be bound
hereby as if a party hereto.

                                      -iv-

<PAGE>

         10.  Notices.  Any  notices  required  to be given  hereunder  shall be
delivered in accordance with Section 9(g) of the Merger Agreement,  with notices
to the  Stockholders  being sent to the  respective  addresses  specified on the
signature pages hereof.

         11.  Entire  Agreement.   This  Agreement  (together  with  the  Merger
Agreement  and the  Related  Documents)  constitutes  the entire  agreement  and
supersedes all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof.

         12.  Severability.  If any term or other provision of this Agreement is
invalid, illegal or unenforceable,  all other provisions of this Agreement shall
remain in full force and effect so long as the  economic or legal  substance  of
the transactions  contemplated  hereby is not affected in any manner  materially
adverse to any party.

                  IN  WITNESS  WHEREOF,   the  undersigned  have  executed  this
Agreement effective on the date first set forth above.

                                           TALK.COM, INC.



                                           By:
                                              ----------------------------------
                                           Its:



                                           ACCESS ONE COMMUNICATIONS CORP.



                                           By:
                                              ----------------------------------
                                           Its:



                                      -v-