EXHIBIT 10.4


                              EMPLOYMENT AGREEMENT

                  THIS EMPLOYMENT  AGREEMENT  ("Agreement")  is made and entered
into the 24th day of March, 2000, between Talk.com, Inc., a Delaware corporation
(the "Company"), and Kevin Griffo ("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 the date  hereof  (the  "Commencement  Date")  and  shall
          continue in effect for a period of three years  thereafter,  except as
          hereinafter provided (the "Term").

     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,   Local
               Services,  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

                                     -xvii-
<PAGE>

               is  defined  in Rule 405 under  the  Securities  Act of 1933,  as
               amended  (the  "Act"))  (hereinafter,  "Affiliates")  of Company,
               without additional compensation.  References in this Agreement to
               Employee's  employment  with Company  shall be deemed to refer to
               employment with Company and/or, as the case may be, an Affiliate,
               as the context requires. Other than travel in the ordinary course
               of  business,  Employee's  duties and  responsibilities  shall be
               undertaken  primarily  at the  current  offices of the  Company's
               wholly-owned  subsidiary,  Access One  Communications  Corp.,  or
               within a fifty (50) mile radius of such current offices. Employee
               shall perform his duties and  responsibilities to the best of his
               abilities hereunder in a diligent,  businesslike manner. Employee
               shall devote substantially all of his working time and efforts to
               the  business  and affairs of Company;  provided,  however,  that
               nothing  in this  Agreement  shall  preclude  Employee  from  (a)
               engaging in charitable  activities and community affairs, and (b)
               managing his  personal  investments  and affairs  (subject to the
               limitations in Section 10 hereof).

     4.   COMPENSATION AND RELATED MATTERS.


          4.1  BASE  SALARY.  During the Term,  Company  shall pay to Employee a
               base salary  ("Base  Salary")  at the rate of Two  Hundred  Fifty
               Thousand Dollars  ($250,000) 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").  Employee  acknowledges
               and agrees that  bonuses,  annual or otherwise,  are  performance
               based and discretionary  with the Chairman and a committee of the
               Board of Directors.

          4.3  PERQUISITES.  During  the Term,  Employee  shall be  entitled  to
               receive fringe benefits as are made available to Company's senior
               executive officers.

          4.4  EXPENSES.  Company  shall  promptly  reimburse  Employee  for all
               out-of-pocket  expenses  related to Company's  business  that are
               actually  paid  or  incurred  by him in  the  performance  of his
               services under this Agreement and that are incurred, reported and
               documented in accordance  with Company's  policies.  In addition,
               during  the  Term,   Company  will  provide   Employee   with  an
               automobile,  as Company shall  determine,  and Company shall keep
               such  automobile  fully  insured  in  accordance  with  Company's
               practices for similarly situated employees.

          4.5  STOCK OPTIONS.

               (a)  GRANT OF OPTIONS.  Effective  on the date  hereof,  Employee
                    shall be granted an option (the  "Option")  to purchase  One
                    Million Three Hundred Thousand  (1,300,000) shares of Common
                    Stock in  accordance  with a stock  option  agreement  to be
                    mutually  agreed to, and executed  by,  Company and Employee
                    prior to the Commencement Date, which stock option agreement
                    shall be in  substantially  the form thereof attached
<PAGE>


                    hereto as Exhibit A. The Option shall have an exercise price
                    equal to $13.69 per share, which is equal to the fair market
                    value of the Common Stock on the date  hereof,  shall expire
                    on the tenth  anniversary  of the date hereof and shall vest
                    and become  exercisable,  subject to accelerated  vesting in
                    the event of a Change in Control (defined as provided below)
                    of Company in  installments,  as follows:  (i) options  with
                    respect to  433,333  shares of Common  Stock  shall vest and
                    become  exercisable  on the  first  anniversary  of the date
                    hereof,  (ii)  options  with  respect to  433,333  shares of
                    Common Stock shall vest and become exercisable on the second
                    anniversary  of the  date  hereof  and  (iii)  options  with
                    respect to  433,334  shares of Common  Stock  shall vest and
                    become  exercisable  on the  third  anniversary  of the date
                    hereof. In the event of a Change in Control of Company,  the
                    Option shall vest  immediately and become  exercisable as to
                    all shares then subject thereto that are not then vested and
                    exercisable.  For  purposes  of this  Agreement,  "Change in
                    Control" shall be deemed to have occurred if:

                    (i)  any Person (as  defined  in Section  3(a)(9)  under the
                         Securities  Exchange  Act  of  1934,  as  amended  (the
                         "Exchange Act")),  other than the Company,  becomes the
                         Beneficial  Owner (as  defined in Rule 13d-3  under the
                         Exchange Act;  provided,  that a Person shall be deemed
                         to be the Beneficial  Owner of all shares that any such
                         Person  has  the  right  to  acquire  pursuant  to  any
                         agreement or arrangement or upon exercise of conversion
                         rights, warrants, options or otherwise,  without regard
                         to the 60 day period  referred  to in Rule 13d-3  under
                         the  Exchange   Act),   directly  or   indirectly,   of
                         securities of the Company or any Significant Subsidiary
                         (as  defined  below)  representing  50% or  more of the
                         combined  voting  power  of  the  Company's,   or  such
                         subsidiary's,  as the  case  may be,  then  outstanding
                         securities;

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

                                     -xix-

<PAGE>

                    (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; or

                    (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   shall  file  with  the
                    Securities and Exchange  Commission and any applicable state
                    securities regulatory  authorities a Registration  Statement
                    on Form S-8 (or if unavailable,  a registration statement on
                    Form S-3) to register the shares  issuable  upon exercise of
                    the Option under the Act and any applicable state securities
                    or "Blue  Sky"  laws as soon as  practicable  after the date
                    hereof.  Notwithstanding  the  foregoing,  Company  shall be
                    entitled to  postpone  for a  reasonable  period of time the
                    filing or the effectiveness of such  registration  statement
                    if the Board shall  determine in good faith that such filing
                    or  effectiveness  would be  materially  detrimental  to the
                    Company's business interests.

     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

                                      -xx-

<PAGE>

Employee of any material  provision of this  Agreement if Employee fails to cure
such  breach  in  the 30 day  period  following  written  notice  specifying  in
reasonable detail the nature of the breach,  (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  if  Employee  fails to  eliminate  such  neglect in the 30 day period
following written notice specifying in reasonable detail the nature of the gross
neglect.

     5.4 BY EMPLOYEE. Employee may terminate his employment hereunder:

         (a) Upon sixty (60) days' prior  written  notice to  Company,  provided
that,  upon the giving of such  notice by  Employee,  Company may  establish  an
earlier date for such termination under this Section 5.4 (a).

         (b) For Good Reason (as defined below)  immediately  and with notice to
Company.  "Good Reason" for  termination by Employee  shall include,  but is not
limited to, the following:

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

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

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

     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  after the  closing of the Merger (as  hereinafter
defined), 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


                                     -xxi-


<PAGE>


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.  In the event
that Employee's  employment  hereunder is terminated by Company without Cause or
by Employee for Good Reason prior to the closing of the Merger,  Employee  shall
be entitled only to the amount due under (c) above and no options shall vest.

     6.2 BY COMPANY FOR CAUSE;  BY EMPLOYEE  WITHOUT GOOD  REASON.  In the event
that Company shall terminate Employee's  employment hereunder for Cause pursuant
to Section 5.3 hereof or  Employee  shall  terminate  his  employment  hereunder
without Good Reason, all compensation and Benefits, as specified in Section 4 of
this  Agreement,  theretofore  payable or provided to Employee shall cease to be
payable or  provided,  except for any Due Bonus and any  Benefits  that may have
been due and payable  but that have not been paid as of the date of  termination
and  reimbursement  of expenses that may have been incurred,  but which have not
been paid as of the date of termination,  subject to the requirements of Section
4.4 hereof.

     6.3  DEATH.  In the event of  Employee's  death  after the  closing  of the
Merger,  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.
In the event of Employee's death prior to the closing of the Merger,  Employee's
estate or beneficiaries shall be entitled only to the amount due under (b) above
and no options shall vest.

     6.4 DISABILITY.  In the event of Employee's Disability after the closing of
the Merger,  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
the Exercise Period, if less. In the event of Employee's Disability prior to the
closing of the Merger,  Company  shall not be  obligated  to pay Employee or his
estate or beneficiaries  any amount due under this Section 6.4 except (b) hereof
and no options shall vest.

     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,

                                     -xxii-
<PAGE>

that to the extent that Employee does obtain other employment  subsequent to the
termination of Employee's  employment  hereunder,  the obligations of Company to
pay Benefits  under this Agreement  from and after the date of  commencement  of
such other employment shall terminate.

     7. UNAUTHORIZED  DISCLOSURE.  Employee shall not, without the prior written
consent  of  Company,  disclose  or use in any  way,  either  during  Employee's
employment with Company or thereafter,  except as required in the course of such
employment,  any confidential  business or technical information or trade secret
acquired  in the  course of such  employment,  whether  or not  conceived  of or
prepared  by him,  which is related to any service or business of Company or any
Affiliate;  provided,  however,  that  the  foregoing  shall  not  apply  to (a)
information  that is not unique to the Company or that is generally known to the
industry  or the  public  other  than as a result of  Employee's  breach of this
covenant, (b) information known to Employee other than from information provided
by Company or (c)  information  that Employee is required to disclose to, or by,
any governmental or judicial authority; provided, however, if Employee should be
required in the course of judicial or other governmental proceedings to disclose
any  information,  Employee  shall give Company prompt written notice thereof so
that Company may seek an  appropriate  protective  order and/or waive in writing
compliance with the  confidentiality  provisions of this  Agreement.  If, in the
absence of a protective order or the receipt of a waiver by Company, Employee is
compelled  to disclose  information  to, or pursuant to the  requirements  of, a
court or other governmental authority, Employee may disclose such information to
such court or other governmental  authority without liability to any other party
hereto.

     8. TANGIBLE ITEMS. All files, records,  documents,  manuals,  books, forms,
reports, memoranda, studies, data, calculations,  recordings and correspondence,
in whatever form they may exist, and all copies,  abstracts and summaries of the
foregoing  and all  physical  items  related to the  business of Company and its
affiliates, other than merely personal items, whether of a public nature or not,
and whether  prepared by  Employee  or not,  and which are  received by Employee
from,  or on behalf of Company or 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
eighteen (18) months after the earlier of Employee's  termination  of employment
hereunder and the end of the Term,  Employee agrees that he will not act, either
directly or indirectly, as a partner, officer,


                                    -xxiii-

<PAGE>


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.  Notwithstanding
anything  to the  contrary  in this  Agreement,  in the  event  that  Employee's
employment  is  terminated  for any  reason  prior to the  closing of the Merger
described in the Agreement and Plan of Merger of even date herewith by and among
Company,  Aladdin Acquisition Corp. and Access One Communications Corp. ("Access
One") (the  "Merger"),  Employee may be affiliated in any position (as employee,
officer,  director or otherwise) of Access One without  violating the provisions
of this Section 10.

     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,  noncompetition  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 creditors generally.

     13. 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. therefor.

                                     -xxiv-


<PAGE>

     14.  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.

     15. EFFECT OF AGREEMENT ON OTHER BENEFITS.  Except as specifically provided
in this  Agreement,  the existence of this Agreement shall not be interpreted to
preclude,  prohibit or restrict  Employee's  participation in any other employee
benefit  plan or other plans or  programs  provided to  officers,  directors  or
employees of Company.

     16. RIGHTS OF EMPLOYEE'S  ESTATE.  If Employee dies prior to the payment of
all amounts due and owing to him under the terms of this Agreement, such amounts
shall be paid to such  beneficiary  or  beneficiaries  as Employee may have last
designated  in writing  filed with the  Secretary of Company or, if Employee has
made  no  beneficiary   designation,   to  Employee's  estate.  Such  designated
beneficiary  or the  executor  of  Employee's  estate,  as the case may be,  may
exercise all of Employee's  rights hereunder.  If any beneficiary  designated by
Employee shall predecease Employee, the designation of such beneficiary shall be
deemed  revoked,  and  any  amounts  which  would  have  been  payable  to  such
beneficiary shall be paid to Employee's  estate.  If any designated  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:   Kevin Griffo
                           3837 Norbury Court
                           Orlando, FL  32835
                           Fax No.:  (407) 578-5004


                                     -xxv-

<PAGE>

         With a copy to:   Blank Rome Tenzer Greenblatt LLP
                           405 Lexington Avenue
                           New York, NY  10174
                           Attn: Michael S. Mullman, Esq.
                           Fax No.:  (212) 885-5001

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

Either  party may change its address for notices by written  notice to the other
party in accordance with this Section 18.

     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 New York 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.


                                     -xxvi-

<PAGE>


                  IN WITNESS  WHEREOF,  each of the parties  hereto has executed
this Agreement as of the day and year first written above. Talk.com, Inc.


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



------------------------------
Kevin Griffo



                                    -xxvii-