EXHIBIT 10.1

                                VOTING AGREEMENT

                  THIS VOTING  AGREEMENT (the  "Agreement") is dated as of March
24, 2000 by and among TALK.COM, INC., a Delaware corporation ("Parent"), ALADDIN
ACQUISITION  CORP.,  a Delaware  corporation  and a  wholly-owned  subsidiary of
Parent  ("Parent  Subsidiary"),  ACCESS ONE  COMMUNICATIONS  CORP., a New Jersey
corporation  ("Company")  and all of the  other  signatories  identified  on the
signature pages hereto (collectively, the "Stockholder").

                              W I T N E S S E T H:

                  WHEREAS,  Parent,  Company and Parent  Subsidiary are entering
into an  Agreement  and  Plan of  Merger  of even  date  herewith  (the  "Merger
Agreement"), pursuant to which Parent will acquire all of the outstanding shares
of voting common stock, $0.001 par value per share and all derivative securities
issued by the Company convertible or exercisable into such Company voting common
stock (collectively, the "Common Stock"), of the Company pursuant to a merger of
Parent Subsidiary with and into Company (the "Merger");

                  WHEREAS, Stockholder collectively owns, as of the date hereof,
15,885,786 shares of Common Stock (the "Existing  Shares," and together with any
shares of Common Stock acquired by  Stockholder  after the date hereof and prior
to the  termination  hereof,  the  "Shares")  as reflected on Exhibit A attached
hereto;

                  WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, and in reliance on Stockholder's representations,  warranties,
covenants and agreements hereunder,  Parent and Parent Subsidiary have requested
that  Stockholder  agree,  and  Stockholder  has  agreed,  to  enter  into  this
Agreement; and

                  WHEREAS,  this  Agreement is being  entered into  concurrently
with the execution of the Merger Agreement.

                  NOW,  THEREFORE,  in  consideration  of  the  representations,
warranties,  covenants and  agreements  herein  contained,  the parties agree as
follows.  Capitalized  terms not otherwise defined herein shall have the meaning
set forth in the Merger Agreement.

1. Agreement to Vote.  Stockholder  hereby agrees that,  during the term of this
Agreement, at any meeting of the stockholders of Company, however called, and in
any action by consent of the stockholders of Company, however taken, Stockholder
shall  cause the Shares to be present  for quorum  purposes  and to vote at such
meeting  and shall  cause the  Shares  to be voted in any such  consent,  and in
either case,  shall:  (a) vote the Shares in favor of the adoption of the Merger
Agreement;  (b) vote the Shares against any action or agreement  that would,  or
could   reasonably  be  expected  to,  result  in  a  breach  of  any  covenant,
representation  or warranty or any other  obligation  or agreement of Company or
its stockholders under the Merger Agreement or that would result in a failure to
satisfy  any  condition  on the part of the  Company or its  stockholders  to be
satisfied under the Merger Agreement;  (c) vote the Shares against any action or
agreement

<PAGE>

that would, or could reasonably be expected to, impede,  interfere with,  delay,
postpone or attempt to discourage  the Merger,  including but not limited to (i)
any  extraordinary  corporate  transaction  (other than the  Merger),  such as a
merger,  other  business   combination,   recapitalization,   reorganization  or
liquidation,  involving the Company (a "Business Combination Transaction"), (ii)
a sale or transfer  of a material  amount of assets of the Company or any of its
Subsidiaries,  (iii) any change in the  management  or board of directors of the
Company,  except as otherwise agreed to in writing by Parent,  (iv) any material
change in the present  capitalization  of the Company or (v) any other  material
change in the  corporate  structure or business of the Company;  and (d) without
limiting the foregoing, consult with Parent prior to any such meeting or consent
and, in either case,  vote the Shares in such manner as is  determined by Parent
to be  in  compliance  with  the  provisions  of  this  Section  1.  Stockholder
acknowledges  receipt  and  review  of  a  copy  of  the  Merger  Agreement.  In
furtherance of this Section 1,  Stockholder  hereby  irrevocably  grants to, and
appoints,  Parent, and any individual  designated in writing by Parent, and each
of them  individually,  as its proxy and  attorney-in-fact  (with  full power of
substitution),  for and in its name,  place and stead, to vote the Shares at any
meeting of the  stockholders  of the Company  called with  respect to any of the
matters  specified in this Agreement.  Stockholder  understands and acknowledges
that Parent is entering into the Merger  Agreement in reliance on  Stockholder's
execution and delivery of this  Agreement.  Stockholder  hereby affirms that the
irrevocable  proxy set forth in this Section 1 is given in  connection  with the
execution of the Merger  Agreement,  and that such irrevocable proxy is given to
secure the performance of the duties of Stockholder under this Agreement. Except
as  otherwise  provided  for herein,  Stockholder  hereby (i)  affirms  that the
irrevocable  proxy is coupled with an interest and may under no circumstances be
revoked, (ii) ratifies and confirms all that the proxies appointed hereunder may
lawfully  do or cause to be done by virtue  hereof and (iii)  affirms  that this
irrevocable  proxy is executed and intended to be irrevocable in accordance with
the provisions of Section  14A:5-19 of the New Jersey Business  Corporation Act.
Notwithstanding  any other  provision of this Agreement,  the irrevocable  proxy
granted  hereunder  shall  automatically  terminate on the  termination  of this
Agreement pursuant to Section 4.

2.  Representations  and Warranties of Stockholder.  Stockholder  represents and
warrants  to Parent  and  Parent  Subsidiary  with  respect  to that part of the
Existing Shares owned by it as follows:

     2.1 Ownership of Shares. On the date hereof, Stockholder is the sole record
and beneficial owner of the Existing Shares, except as set forth on Schedule 2.1
attached  hereto.  For  purposes  of this  Agreement,  beneficial  ownership  of
securities  shall  be  determined  in  accordance  with  Rule  13d-3  under  the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act").  On the date
hereof  and at the  Closing  Date,  neither  Stockholder  nor any  Affiliate  of
Stockholder  (other than Company)  owns or will own, of record or  beneficially,
solely or jointly  with  others,  (i) any shares of Common  Stock other than the
Existing  Shares and shares of Common Stock acquired on the exercise of employee
stock  options  granted by the  Company or  warrants  issued by the  Company (as
listed on Schedule 2.1 attached hereto) or (ii) any securities  convertible into
or  exchangeable  or  exercisable  for  shares of Common  Stock or any rights to
acquire any shares of Common Stock other than employee stock options  granted by
Company or warrants  issued by the Company (as listed on Schedule  2.1  attached
hereto).  Except as set  forth on  Schedule  2.1  attached  hereto,  Stockholder
currently has with respect to the Existing Shares, and at Closing will have with
respect to the Shares,  good, valid and marketable  title, free and clear of all
liens,


                                      -2-
<PAGE>


encumbrances,  restrictions,  options,  warrants,  rights  to  purchase,  voting
agreements  or  voting  trusts,  and  claims  of  every  kind  (other  than  the
encumbrances  created by this Agreement and other than  restrictions on transfer
under applicable federal and state securities laws).

     2.2 Power;  Binding Agreement.  Stockholder has the full legal right, power
and authority to enter into and perform all of Stockholder's  obligations  under
this  Agreement.  The execution,  delivery and  performance of this Agreement by
Stockholder will not violate any other agreement to which Stockholder is a party
including,  without limitation,  any voting agreement,  stockholder agreement or
voting trust. This Agreement has been duly executed and delivered by Stockholder
and constitutes a legal, valid and binding agreement of Stockholder, enforceable
in  accordance  with its  terms.  Neither  the  execution  or  delivery  of this
Agreement nor the consummation by Stockholder of the  transactions  contemplated
hereby  will (a)  require  any  consent or  approval of or filing with any third
party,  including any  governmental or other regulatory body, other than filings
required  under the federal  securities  laws and consents or waivers  listed on
Schedule 2.2 attached hereto, all of which have been obtained, or (b) constitute
a violation  of,  conflict  with or  constitute a default  under,  any contract,
commitment,  agreement,  understanding,  arrangement or other restriction of any
kind to which  Stockholder is a party or by which Stockholder or its property is
bound.

     2.3  Finder's  Fees.  No person or entity is, or will be,  entitled  to any
commission or finder's fees from  Stockholder in connection  with this Agreement
or the transactions  contemplated herein exclusive of any commission or finder's
fees referred to in the Merger Agreement.

3.  Representations  and  Warranties  of Parent and Parent  Subsidiary.  Each of
Parent and Parent Subsidiary represents and warrants to Stockholder as follows:

     3.1  Authority.  Each of Parent  and Parent  Subsidiary  has the full legal
right,  power and  authority  to enter into and perform  all of its  obligations
under this Agreement. The execution,  delivery and performance of this Agreement
by each of Parent and Parent  Subsidiary  will not violate or conflict  with any
other  agreement to which it is a party.  This  Agreement has been duly executed
and delivered by each of Parent and Parent  Subsidiary and  constitutes a legal,
valid and binding agreement of each of Parent and Parent Subsidiary, enforceable
against Parent and Parent  Subsidiary in accordance with its terms.  Neither the
execution or delivery of this Agreement nor the consummation of the transactions
contemplated hereby by each of Parent and Parent Subsidiary will (a) require any
consent  or  approval  of  or  filing  with  any  third  party,   including  any
governmental or other  regulatory  body,  other than filings  required under the
federal  securities  laws, or (b)  constitute a violation  of,  conflict with or
default under, any contract, commitment, agreement,  understanding,  arrangement
or other restriction of any kind to which Parent or Parent Subsidiary is a party
or by which either of them or their property is bound.

     3.2  Finder's  Fees.  No person or entity is, or will be,  entitled  to any
commission or finder's fee from Parent or Parent  Subsidiary in connection  with
this  Agreement  or  the  transactions  contemplated  herein  exclusive  of  any
commission or finder's fees referred to in the Merger Agreement.

                                      -3-
<PAGE>

4.  Termination.  The term of this  Agreement  commences  on the  execution  and
delivery of this Agreement by all of the parties  hereto and continues  until it
is terminated in accordance  with its terms.  This Agreement  shall terminate on
the earliest of (a) the Effective  Time (as defined in the Merger  Agreement) or
(b) the date 90 days after the termination of the Merger Agreement in accordance
with its terms and, in addition,  (i) the provisions of Sections 5 and 7 through
17 shall survive any termination of this  Agreement,  and (ii) the provisions of
Sections 2 and 3 shall survive for a period of one year after any termination of
this Agreement.

5. Expenses.  Each party hereto will pay all of its expenses in connection  with
the transactions contemplated by this Agreement,  including, without limitation,
the fees and expenses of its counsel and other advisers.

6. Covenants

     6.1 Except in accordance with the provisions of this Agreement, Stockholder
(and  the  Company,  pursuant  to  Section  6.3  hereof)  agrees,  prior  to the
termination of this Agreement as provided in Section 4 above,  not to,  directly
or indirectly:

         (a) sell, transfer,  pledge,  encumber,  assign or otherwise dispose of
(including  by  merger,   testamentary  disposition,   interspousal  disposition
pursuant  to a domestic  relations  proceeding  or  otherwise  or  otherwise  by
operation of law), or enter into any contract,  option or other  arrangement  or
understanding  with  respect  to  the  sale,  transfer,   pledge,   encumbrance,
assignment or other  disposition of, any of the Shares;  except that Stockholder
may transfer Shares, with the prior written consent of Parent which shall not be
unreasonably withheld, to a trust of which there are no beneficiaries other than
the parents, spouse or children of Stockholder,  or otherwise make transfers for
estate  planning  purposes,  so long as the  trust and the  trustee(s)  or other
transferee(s)  thereof  deliver  a  written  agreement  to  Parent,   reasonably
acceptable  to  Parent,  to be  bound  by the  restrictions  set  forth  in this
Agreement,  and Parent receives an opinion of counsel reasonably satisfactory to
it that this  Agreement  is binding on such  trust and the  trustee(s)  or other
transferee(s)  thereof,  as if such trust and trustee(s) or other  transferee(s)
were Stockholder.  Any action taken in violation of this Section 6.1(a) shall be
void and of no effect;

         (b) grant any proxies  with  respect to any Shares,  deposit any Shares
into a voting trust or enter into a voting agreement with respect to any Shares;
or

         (c) take any action to solicit,  initiate or encourage any inquiries or
proposals  that  constitute,  or could  reasonably  be  expected  to lead to, an
Acquisition  Proposal  (as  defined  in  the  Merger  Agreement)  or  engage  in
negotiations  or  discussions  with any  person or entity  (or group of  persons
and/or entities) other than Parent or its Affiliates concerning,  or provide any
non-public  information  to any  person or entity  relating,  to an  Acquisition
Proposal or otherwise  assist or facilitate  any effort or attempt by any person
or entity  (other than Parent and Parent  Subsidiary)  to make or  implement  an
Acquisition  Proposal.  Stockholder  will  immediately  cease and  terminate any
existing  solicitation,   initiation,  encouragement,  activity,  discussion  or
negotiation on its part with any parties  conducted  heretofore  with respect to
any proposed,  potential or contemplated  Acquisition Proposal,  and will notify
Parent promptly if it becomes aware of any  Acquisition  Proposal or any request
for  non-public  information in connection  with

                                      -4-
<PAGE>

an Acquisition Proposal or for access to the properties, books or records of the
Company by any person or entity  that  informs  the  Company  (or its  officers,
directors,  representatives,  agents,  Affiliates  or  associates)  that  it  is
considering  making or has made an  Acquisition  Proposal.  Such notice shall be
made orally and in writing and shall  indicate  the  identity of the offeror and
the terms and conditions of such proposal, inquiry or contact.

     6.2 Stockholder agrees, during the term of this Agreement, to notify Parent
promptly of the number of any shares of Common  Stock  acquired  by  Stockholder
after the date hereof.

     6.3 The Company  recognizes  and agrees to use its best  efforts to enforce
the transfer restrictions placed on the Shares under this Agreement.

7. Survival of  Representations  and  Warranties.  Except as expressly  provided
otherwise,  all  representations,  warranties,  covenants and agreements made by
Stockholder,  Parent or Parent  Subsidiary in this  Agreement  shall survive the
termination of this Agreement as set forth in Section 4 and any investigation at
any time made by or on behalf of any party.

8. Notices. All notices or other communications  required or permitted hereunder
shall be in writing (except as otherwise  provided herein),  given in the manner
provided in the Merger Agreement,  and shall be deemed duly given when received,
addressed as follows:

                                  If to Parent or Parent Subsidiary:

                                  Talk.com, Inc.
                                  6805 Route 202
                                  New Hope, Pennsylvania 18938
                                  Aloysius T. Lawn, IV, Esq.
                                  Executive Vice President -
                                  General Counsel and Secretary
                                  Facsimile:  (215) 862-1960

                                  With a copy to:

                                  Kelley Drye & Warren LLP
                                  1200 19th Street, N.W.
                                  Suite 500
                                  Washington, D.C.  20036
                                  Attention:  Joseph B. Hoffman, Esq.
                                  Facsimile:  (202) 955-9792

                                  If to Stockholder:

                                  To the address and facsimile  number set forth
                                  on   the   signature    page   opposite   such
                                  Stockholder's name


                                      -5-

<PAGE>

                                  If to Company:

                                  Access One Communications Corp.
                                  3427 NW 55th Street
                                  Fort Lauderdale, FL  33309
                                  Attention:  Kenneth G. Baritz
                                  Facsimile:  (954) 739-2476

                                  With a copy to:

                                  Blank Rome Tenzer Greenblatt LLP
                                  405 Lexington Avenue
                                  New York, NY  10174
                                  Attn: Michael S. Mullman, Esq.
                                  Facsimile:  (212) 885-5001

9. Entire  Agreement;  Amendment.  This  Agreement,  together with the documents
expressly referred to herein,  constitute the entire agreement among the parties
hereto with respect to the subject  matter  contained  herein and  supersede all
prior  agreements  and  understandings  among the parties  with  respect to such
subject  matter.  This  Agreement  may  not be  modified,  amended,  altered  or
supplemented  except by an  agreement  in writing  executed  by  Parent,  Parent
Subsidiary, Company and Stockholder.

10.  Legend.  In addition to any other legend that may be required by applicable
law,  each  share  certificate  representing  Shares  that are  subject  to this
Agreement  shall  have  endorsed,  to the  extent  appropriate,  on its face the
following words:

                    THE   SECURITIES   REPRESENTED  BY  THIS
                    CERTIFICATE  MAY NOT BE  OFFERED,  SOLD,
                    TRANSFERRED,      PLEDGED,     ASSIGNED,
                    HYPOTHECATED  OR  OTHERWISE  DISPOSED OF
                    UNLESS SUCH  TRANSFER  COMPLIES WITH THE
                    PROVISIONS OF A VOTING  AGREEMENT  DATED
                    AS  OF  MARCH  __,  2000  (THE   "VOTING
                    AGREEMENT"),  A COPY OF WHICH IS ON FILE
                    AND MAY BE  INSPECTED  AT THE  PRINCIPAL
                    OFFICE OF THE  COMPANY.  NO  TRANSFER OF
                    THE SECURITIES WILL BE MADE ON THE BOOKS
                    OF THE  COMPANY  UNLESS  ACCOMPANIED  BY
                    EVIDENCE OF COMPLIANCE WITH THE TERMS OF
                    SUCH VOTING  AGREEMENT.  THE  SECURITIES
                    REPRESENTED BY THIS CERTIFICATE ARE ALSO
                    SUBJECT TO OTHER RIGHTS AND  OBLIGATIONS
                    AS SET FORTH IN THE VOTING AGREEMENT.

11. Assigns.  This Agreement shall be binding on and inure to the benefit of the
parties   hereto  and  their   respective   successors,   assigns  and  personal
representatives,  but neither this Agreement

                            -6-
<PAGE>

nor any of the rights,  interests or  obligations  hereunder
shall be assigned by any of the parties  hereto  without the
prior written consent of the other parties.

12. Governing Law. Except as expressly set forth below,  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 hereto 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 hereto 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 hereto 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 hereto 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 hereto 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 8 above 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 8 above.  Nothing  in this  Section  12,
however,  shall affect the right of any party  hereto to serve legal  process in
any other manner permitted by law or at equity.  Each party hereto 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 OF PARENT, PARENT SUBSIDIARY,  COMPANY AND STOCKHOLDER HEREBY
IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT,
TORT OR  OTHERWISE)  ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.

13.  Injunctive  Relief.  The parties agree that in the event of a breach of any
provision  of this  Agreement,  the  aggrieved  party may be without an adequate
remedy at law. The parties  therefore agree that in the event of a breach of any
provision of this Agreement,  the aggrieved party shall be entitled to obtain in
any court of  competent  jurisdiction  a decree of  specific  performance  or to
enjoin  the  continuing  breach  of such  provision,  in each case  without  the
requirement that a bond be posted and without having to prove actual damages, as
well as to obtain damages for breach of this Agreement.  By seeking or obtaining
such relief, the aggrieved party will not be precluded from seeking or obtaining
any other relief to which it may be entitled.

14.  Counterparts;   Facsimile  Signatures.  This  Agreement  may  be  executed,
including execution by facsimile,  in any number of counterparts,  each of which
shall be deemed to be an original and all of which together shall constitute one
and the same document.

15.  Severability.  Any term or provision of this  Agreement  that is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or  unenforceability  without rendering invalid
or  unenforceable  the  remaining  terms and  provisions

                                      -7-
<PAGE>

of this  Agreement or affecting  the  validity or  enforceability  of any of the
terms  or  provisions  of  this  Agreement  in any  other  jurisdiction.  If any
provision of this Agreement is so broad as to be  unenforceable,  such provision
shall be interpreted to be only so broad as is enforceable.

16.  Further  Assurances.  Each party  hereto  shall  execute and  deliver  such
additional  documents  and take such  additional  actions as may be necessary or
desirable to consummate the transactions contemplated by this Agreement.

17. Third Party Beneficiaries.  Nothing in this Agreement, expressed or implied,
shall be construed  to give any person or entity  other than the parties  hereto
any  legal or  equitable  right,  remedy  or claim  under or by  reason  of this
Agreement or any provision contained herein.

                                      -8-
<PAGE>


IN WITNESS  WHEREOF,  Parent,  Parent  Subsidiary,  Stockholder and Company have
executed  this  Agreement or caused this  Agreement to be executed by their duly
authorized  officers,  as the  case may be,  each as of the date and year  first
above written.

                                              ACCESS ONE COMMUNICATIONS CORP.



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


                                              ALADDIN ACQUISITION CORP.



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


                                              TALK.COM, INC.



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



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




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



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                                      -9-
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                                      -10-