EXHIBIT 10.3



                              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 Kenneth G. Baritz ("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  President  of the  Company,  and  such  other  duties  and
responsibilities  consistent with the foregoing duties and  responsibilities  as
may be  reasonably  assigned or  delegated to him from time to time by Company's
Chief  Executive   Officer  or  Company's  Board  of  Directors  (the  "Board"),
including,  without limitation,  service as an employee,  officer or director of
affiliates  (as that term is  defined  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

                                      -vi-
<PAGE>

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 Three Hundred Thousand Dollars  ($300,000)
per year,  which  Base  Salary  shall be paid to  Employee  in  accordance  with
Company's usual and customary payroll practices.

         4.2  BENEFIT  PLANS AND  ARRANGEMENTS.  Employee  shall be  entitled to
participate in and to receive  benefits under Company's  employee  benefit plans
and  arrangements  (including,  but not  limited  to,  bonus  plans) as are made
available to the Company's  senior  executive  officers  during the Term,  which
employee  benefit plans and arrangements may be altered from time to time at the
discretion of the Board (the "Benefits").  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 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


                                      -vii-
<PAGE>

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;

                         (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%)


                                     -viii-
<PAGE>


                  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 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.

                                      -xi-
<PAGE>

         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  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.

                                      -x-

<PAGE>


         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,  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

                                      -xi-
<PAGE>

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, 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

                                     -xii-

<PAGE>

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.

         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


                                     -xiii-

<PAGE>

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:   Kenneth G. Baritz
                           6558 Landings Court
                           Boca Raton, FL  33496
                           Fax No.:  (954) 739-2476

         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

<PAGE>

         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.

                                      -xv-

<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:



---------------------------------
Kenneth G. Baritz


                                     -xvi-