EXHIBIT 4.5



                           NON-QUALIFIED STOCK OPTION




To:
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              NAME

         -------------------------------------
              ADDRESS


Exercise Price:  $
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Date of Grant:
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         You (the  "Optionee")  are  hereby  granted  in  connection  with  your
employment  with Talk.com Inc. (the  "Company"),  or any subsidiary or affiliate
thereof,  an  option  ("Option"),  effective  as of the date of grant  ("Date of
Grant"), to purchase ________ shares of common stock of Company,  $.01 par value
("Common Stock"), at the exercise price shown above.

                  1.       The vesting dates for this option are as follows:  in
installments,  as follows: (i) ______ shares of common stock may be purchased on
the first  anniversary of the Date of Grant and, (ii) ________  shares of common
stock may be purchased on the second anniversary of the Date of Grant, and (iii)
_______ shares of common stock may be purchased on the third  anniversary of the
Date of Grant;  provided,  however,  the Option  shall only vest as set forth in
(i),  (ii), and (iii) if the Optionee has been employed by the Company or any of
its  affiliates  between  the Date of  Grant  and the  vesting  date and on such
vesting date.  In addition,  the Option will vest in full (less any component or
portion  which  would  otherwise  be  vested  or  exercisable  and  any  portion
previously  vested and  exercised)  upon a "Change of Control"  (as that term is
defined herein). Notwithstanding  the  foregoing  the  Board of Directors of the
Company (the "Board") or its designees may accelerate or waive such vesting date
with respect to any or all of the shares of Common Stock covered by the Option.

                  A.       "Change of Control"  shall be deemed to have occurred
upon the happening of any of the following events:


                  (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  (or  a
                           Significant  Subsidiary as defined below) 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  Significant  Subsidiary's
                           then outstanding securities;

                  (ii)     during any period of two  years,  individuals  who at
                           the beginning of such period  constitute the Board of
                           Company and any new  director  (other than a director
                           designated  by a  person  who  has  entered  into  an
                           agreement  with the  Company to effect a  transaction
                           described  in  clauses  (i),  (iii),  or (iv) of this
                           paragraph)  whose election by the Board or nomination
                           for election by  stockholders  was approved by a vote
                           of at least two-thirds 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

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                           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
                           (as such terms are used in Rule 14a-11 of  Regulation
                           14A  under  the  Exchange  Act) or  other  actual  or
                           threatened  solicitation of proxies or consents by or
                           on behalf of an individual, corporation, partnership,
                           group, associate or other entity or Person other than
                           the  Board,  cease for any  reason to  constitute  at
                           least a majority of the Board of the Company;

                  (iii)    the  consummation of a merger or consolidation of the
                           Company  or  any   subsidiary   owning   directly  or
                           indirectly   all   or   substantially   all   of  the
                           consolidated  assets of the Company ( a  "Significant
                           Subsidiary")  with  any  other  entity,  including  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 50% of the combined
                           voting power of the  surviving  or  resulting  entity
                           outstanding   immediately   after   such   merger  or
                           consolidation;

                  (iv)     the  stockholders  of the  Company  approve a plan or
                           agreement  for  the  sale  or  disposition  of all or
                           substantially  all of the consolidated  assets of the
                           Company in which case the Board shall  determine  the
                           effective  date of the  Change of  Control  resulting
                           therefrom; and

                  (v)      any other event occurs which the Board determines, in
                           its discretion,  would materially alter the structure
                           of the Company or its ownership.

         2.       The Optionee may exercise the Option by giving  written notice
to the  Secretary  of the  Company on forms  supplied by the Company at its then
principal executive office, accompanied by payment of the exercise price for the
total  number of shares  the  Optionee  specifies  that the  Optionee  wishes to
purchase.  The payment may be in any of the following forms: (a) cash, which may
be evidenced by a check and includes cash  received  from a so-called  "cashless
exercise"; (b) (unless prohibited by the Board) certificates representing shares
of Common  Stock of the  Company,  which will be valued by the  Secretary of the
Company at the fair market value per share of the Company's  Common Stock on the
date  of  delivery  of  such  certificates  of the  Company,  accompanied  by an
assignment of the stock to the Company;  or (c) (unless prohibited by the Board)
any  combination  of cash and Common Stock of the Company  valued as provided in
clause  (b).  Any  assignment  of  stock  shall  be  in  a  form  and  substance
satisfactory  to  the  Secretary  of  the  Company,   including   guarantees  of
signature(s)  and  payment of all  transfer  taxes if the  Secretary  deems such
guarantees necessary or desirable.

         3.       The Company agrees to use commercially  reasonable  efforts to
file a Form S-8 and  register  the  shares  issuable  upon the  exercise  of the
Options  contemplated herein under the Securities Act of 1933 and any applicable
state securities registration requirements and to cause such shares to be listed
on NASDAQ (if such shares are not already listed or so registered).

         4.       Your Option will,  to the extent not  previously  exercised by
you,  as to any shares  purchasable  hereunder  (i.e.  vested)  expire  upon the
earlier  of: (a) the tenth  anniversary  of the Date of Grant or (b) ninety (90)
days after your employment with the Company is terminated for any reason.

         5.       In the event of any  change in the  outstanding  shares of the
Common  Stock  of the  Company  by  reason  of a stock  dividend,  stock  split,
combination  of shares,  recapitalization,  merger,  consolidation,  transfer of
assets,  reorganization,  conversion  or what the Board deems in its  reasonable
discretion to be similar circumstances, the number and kind of shares subject to
this  Option  and the  exercise  price of such  shares  shall  be  appropriately
adjusted in a manner to be determined in the reasonable discretion of the Board.

         6.       Except as  otherwise  provided  by the Board or the  Committee
(as defined  below),  this Option is not  transferable  except as  designated by
Optionee or by will or the laws of descent and distribution,  and is exercisable
during  the  Optionee's  lifetime  only by the  Optionee,  including,  for  this
purpose,  the Optionee's legal guardian or custodian in the event of disability.
Until the exercise  price has been paid in full pursuant to due exercise of this
Option and the purchased shares are delivered to the Optionee, the Optionee does
not have any rights as a stockholder  of the Company.  The Company  reserves the
right not to  deliver to the  Optionee  the  shares  purchased  by virtue of the
exercise of this Option during any period of time in which the Company

<PAGE>

deems, in its sole discretion,  that such would violate a federal,  state, local
or securities exchange rule, regulation or law.

         7.       Notwithstanding  anything to the  contrary  contained  herein,
this Option is not exercisable  without the consent of the Company until all the
following events occur and during the following periods of time:

                  (a)      Until  this  Option  and  the  optioned   shares  are
                           approved and/or  registered with such federal,  state
                           and  local   regulatory   bodies  or   agencies   and
                           securities   exchanges   as  the   Company  may  deem
                           necessary or desirable; or

                  (b)      During any period of time in which the Company  deems
                           that the  exercisability of this Option, the offer to
                           sell  the  shares  optioned  hereunder,  or the  sale
                           thereof,  may  violate  a  federal,  state,  local or
                           securities  exchange rule,  regulation or law, or may
                           cause the Company to be legally obligated to issue or
                           sell more shares than the Company is legally entitled
                           to issue or sell.

                  (c)      Until  the  Optionee   has  paid  or  made   suitable
                           arrangements to pay (i) all federal,  state and local
                           income tax withholding required to be withheld by the
                           Company in  connection  with the Option  exercise and
                           (ii) the Optionee's  portion of other federal,  state
                           and local  payroll and other taxes due in  connection
                           with the Option exercise.

         8.       The following two  paragraphs  shall be applicable  if, on the
date of exercise of this Option,  the Common  Stock to be purchased  pursuant to
such  exercise has not been  registered  under the  Securities  Act of 1933,  as
amended,  and under  applicable  state securities laws, and shall continue to be
applicable for so long as such registration has not occurred:

                  (a)      The Optionee  hereby agrees,  warrants and represents
                           that he will  acquire  the Common  Stock to be issued
                           hereunder for his own account for investment purposes
                           only, and not with a view to, or in connection  with,
                           any  resale  or  other  distribution  of any of  such
                           shares,  except as hereafter permitted.  The Optionee
                           further  agrees that he will not at any time make any
                           offer, sale, transfer, pledge or other disposition of
                           such Common Stock to be issued  hereunder  without an
                           effective registration statement under the Securities
                           Act of 1933,  as  amended,  and under any  applicable
                           state  securities  laws  or  an  opinion  of  counsel
                           acceptable  to the  Company  to the  effect  that the
                           proposed   transaction   will  be  exempt  from  such
                           registration.   The  Optionee   shall   execute  such
                           instruments,  representations,   acknowledgments  and
                           agreements   as  the   Company   may,   in  its  sole
                           discretion,  deem advisable to avoid any violation of
                           federal,  state,  local or securities  exchange rule,
                           regulation or law.

                  (b)      The certificates for Common Stock to be issued to the
                           Optionee hereunder shall bear the following legend:

                                    "The shares  represented by this certificate
                                    have   not   been   registered   under   the
                                    Securities Act of 1933, as amended, or under
                                    applicable state securities laws. The shares
                                    have been  acquired for  investment  and may
                                    not be offered, sold,  transferred,  pledged
                                    or   otherwise   disposed   of   without  an
                                    effective  registration  statement under the
                                    Securities  Act of  1933,  as  amended,  and
                                    under any applicable  state  securities laws
                                    or an opinion of counsel  acceptable  to the
                                    Company that the proposed  transaction  will
                                    be exempt from such registration."

                           The   foregoing   legend   shall  be   removed   upon
                           registration   of  the  legended   shares  under  the
                           Securities  Act of 1933,  as  amended,  and under any
                           applicable  state laws or upon receipt of any opinion
                           of  counsel  acceptable  to  the  Company  that  said
                           registration is no longer required.

<PAGE>

         9.       The   sole    purpose   of   the    agreements,    warranties,
representations and legend set forth in the two immediately preceding paragraphs
is to prevent  violations of the  Securities  Act of 1933,  as amended,  and any
applicable state securities laws.

         10.      It is the  intention of the Company and the Optionee that this
Option shall not be an "Incentive  Stock Option" as that term is used in Section
422 of the Code and the  regulations  thereunder.  This  Option  is not  granted
pursuant to any stock option plan.  Notwithstanding the foregoing, the Board and
the Compensation Committee or similar committee thereof (the  "Committee") shall
have plenary  authority to interpret  the Option,  prescribe,  amend and rescind
rules and regulations relating to it, and make all other  determinations  deemed
necessary or advisable for the administration and/or exercise of the Option.

         11.      This Option constitutes the entire  understanding  between the
Company  and the  Optionee  with  respect to the  subject  matter  hereof and no
amendment,  modification or waiver of this Option, in whole or in part, shall be
binding upon the Company  unless in writing and signed by an authorized  officer
of the Company.  This Option and the performances of the parties hereunder shall
be  construed  in  accordance  with and  governed  by the  laws of the  State of
Delaware.

         Please  sign the copy of this  Option  and  return it to the  Company's
Secretary, thereby indicating your understanding of and agreement with its terms
and conditions.

                                         TALK.COM INC.


                                         By:
                                             ----------------------------------
                                              Aloysius T. Lawn IV
                                              Executive Vice President-General
                                              Counsel and Secretary

I hereby acknowledge receipt of a copy of the foregoing stock Option and, having
read it hereby signify my understanding of, and my agreement with, its terms and
conditions.



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Optionee                                     Date