EXHIBIT 4.1



      [RESTATED ACCESS ONE COMMUNICATIONS CORP. 1997 STOCK OPTION PLAN OR

        RESTATED ACCESS ONE COMMUNICATIONS CORP. 1999 STOCK OPTION PLAN]

                      NON-QUALIFIED STOCK OPTION AGREEMENT


To:                                                  (the "Optionee")
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Exercise Price:  $
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Date of Grant:
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         The Optionee is hereby granted in connection with Optionee's employment
with Talk.com Inc., or any subsidiary or affiliate  thereof  (collectively,  the
"Company" where the context so requires), an option (the "Option"), effective as
of the Date of Grant set forth above (the "Date of Grant"), to purchase ________
shares of common stock of Company,  $.01 par value (the "Common Stock"),  at the
exercise price shown above.

         The Option is granted pursuant to the terms of the [Restated Access One
Communications   Corp.   1997  Stock   Option  Plan  or   Restated   Access  One
Communications  Corp. 1999 Stock Option Plan] (the "Plan"),  a copy of which has
been furnished to the Optionee and the terms of which are incorporated herein by
reference.  Unless  otherwise  indicated,  whenever  capitalized  terms are used
herein, they shall have the meanings set forth in the Plan.

         The  Option is  granted in  substitution  of the option  granted to the
Optionee  on the Date of Grant,  covering  ________  shares  of common  stock of
Access One Communications  Corp.  ("Access One"), at an exercise price of $_____
per share, pursuant to the Company's acquisition of Access One and the Company's
becoming the successor sponsor of the Plan.

                  1.       Vesting.  Subject  to  Sections  2 and 7, the  Option
shall vest and become exercisable in full on August 9, 2000; provided,  however,
that the  Optionee  shall be entitled  to sell or  otherwise  transfer  only the
shares of Common Stock  acquired by the Optionee  upon exercise of the Option in
accordance with the following schedule:

                           (i)      ______ shares of Common Stock may be sold or
                  transferred  on or after the first  anniversary of the Date of
                  Grant, and

                           (ii)     an additional _______ shares of Common Stock
                  may be sold or transferred on or after the second  anniversary
                  of the Date of Grant, and

                           (iii)    an additional _______ shares of Common Stock
                  may be sold or transferred  on or after the third  anniversary
                  of the Date of Grant;

                  provided,  further,  however,  that  notwithstanding  anything
contained in this Section 1 to the  contrary,  the Optionee may sell or transfer
any or all of the  shares of Common  Stock  acquired  by the  Optionee  upon the
exercise of the Option on or after August 9, 2001.



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         2.       Option Term and Expiration.

                  2.1      Option  Term.  The  Option may be  exercised,  to the
extent that it is vested  pursuant to Section 1 hereof,  during the Option Term,
unless earlier  terminated upon Optionee's  termination from employment with the
Company as provided in Section 2.2 below. For purposes hereof, the "Option Term"
shall  commence on the Date of Grant and shall  expire on the tenth  anniversary
thereof. Upon the expiration of the Option Term, to the extent unexercised,  the
Option shall terminate and be of no further force or effect.

                  2.2      Expiration upon Termination of Employment.


                  (a)      Cause.   Subject  to  Section   2.1  above,   if  the
Optionee's  employment  with the Company is terminated by the Company for Cause,
the Option shall automatically  expire at the commencement of business as of the
date of such termination.

                  (b)      Retirement,  Disability or Death. Subject to Sections
2.1 and 7, if the  Optionee's  employment  with the  Company  is  terminated  on
account of the Optionee's Retirement, Disability or death, the Option shall: (i)
to the extent  exercisable at the time of such termination,  remain  exercisable
until the expiration of its term; and (ii) to the extent not  exercisable at the
time of such  termination,  expire at the close of  business on the date of such
termination.

                  (c)      Other than Cause,  Retirement,  Disability  or Death.
Subject to Sections 2.1 and 7, if the Optionee's  employment with the Company is
terminated  for any reason  other than for Cause by the Company or on account of
the Optionee's  Retirement,  Disability or death,  the Option shall:  (i) to the
extent exercisable at the time of such termination, remain exercisable following
such  termination  for a  period  of 3  months;  and  (ii)  to  the  extent  not
exercisable at the time of such termination,  expire at the close of business on
the date of such termination.

         3.       Exercise. The Optionee may exercise the Option, in whole or in
part,  in whole shares only,  by giving  written  notice to the Secretary of the
Company  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 combination of the following  forms: (a) cash, by certified check,
bank  cashier's  check or wire  transfer;  (b)  subject to the  approval  of the
Committee,  in shares of Common  Stock owned by the  Optionee and valued at such
shares'  Fair  Market  Value on the date of such  exercise;  (c)  subject to the
approval of the Committee,  pursuant to a "cashless exercise" made in accordance
with the Plan;  or (d) by such other  methods as the  Committee may approve from
time to time.  Any  payment in shares of Common  Stock  shall be effected by the
delivery of such shares to the Secretary of the Company,  duly endorsed in blank
or accompanied  by stock powers duly executed in blank,  together with any other
documents  and evidences as the Secretary of the Company shall require from time
to time.

         4.       Adjustments.  Adjustments to the Option upon changes in Common
Stock shall be made in accordance with Section 11 of the Plan.

         5.       Option Not  Transferable.  This Option may not be transferred,
pledged,  assigned,  hypothecated  or  otherwise  disposed  of in any way by the
Optionee,  except by will or laws of descent  and  distribution,  and during the
Optionee's life, may only be exercised by the Optionee.  Any attempt to effect a
transfer of this Option that is not otherwise  permitted by the  Committee,  the
Plan, or this agreement shall be null and void.

         6.       Registration.   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).

         7.       Securities  Laws   Restrictions.   The  sole  purpose  of  the
agreements,  warranties,  representations and legend set forth in this Section 7
is to prevent  violations of the  Securities  Act of 1933,  as amended,  and any
applicable  state securities laws. The Company reserves the right not to deliver
to the  Optionee  the shares  purchased



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by virtue of the  exercise of the Option  during any period of time in which the
Company deems, in its sole discretion, that such would violate a federal, state,
local or securities exchange rule, regulation or law.

                  7.1      Condition Upon Exercise.  Notwithstanding anything to
the contrary contained herein, the 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 the 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 the  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; or

                           (c)      Until the Optionee has paid or made suitable
arrangements to pay: (i) all federal,  state and local income tax 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.

                  7.2      Impact  of   Non-registration.   The   following  two
paragraphs  shall be applicable  if, on the date of exercise of the 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 the  Optionee  will  acquire  the  Common  Stock  to be  issued
hereunder for the Optionee's  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
the  Optionee  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>

         8.       Withholding  of Taxes.  In  accordance  with Section 15 of the
Plan,  the Company  may, in its  discretion,  withhold  from any amounts due and
payable by the Company to the Optionee (or secure payment,  in cash or in shares
of Common  Stock,  from the Optionee in lieu of  withholding)  the amount of any
federal or state  withholding or other taxes,  if any, due from the Company with
respect to the exercise of the Option,  and the Company may defer such  issuance
until such  withholding or payment is made unless  otherwise  indemnified to its
satisfaction with respect thereto.

         9.       No Rights as Shareholder or Continued Employment.

                  9.1      No Right as Shareholder.  The Optionee shall not have
any  privileges  of a  shareholder  of the Company with respect to any shares of
Common Stock  subject to (but not acquired  upon valid  exercise of) the Option,
nor shall the Company  have any  obligation  to pay any  dividends  or otherwise
afford any rights to which shares of Common  Stock are entitled  with respect to
such  shares  of  Common  Stock  covered  by the  Option,  until the date of the
issuance to the Optionee of a stock certificate evidencing such shares.

                  9.2      No  Right to  Continued  Employment.  Nothing  in the
Option shall confer upon the Optionee any right to continue in the employ of the
Company or to  interfere  in any way with the right of the Company to  terminate
the Optionee's employment at any time.


         10.      Miscellaneous Provisions.

                  10.1     Notices. All notices, requests and demands to or upon
a party  hereto  shall be in writing and shall be deemed to have been duly given
when delivered by hand or three days after being deposited in the mail,  postage
prepaid or, in the case of facsimile notice, when received, addressed as follows
or to such other  address  as either  party may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

                           (a)      If to the Company, to the following address:

                                    Talk.com Inc.
                                    6805 Route 202
                                    New Hope, PA  18938
                                    Attn: Secretary
                                    Facsimile: (215) 862-1960


                           (b)      If  to  the  Optionee,  to  the  address  or
                                    facsimile  number as shown on the  signature
                                    page hereto.

                  10.2     Amendment.   This  Option   agreement  and  the  Plan
constitutes the entire  understanding  between the Company and the Optionee with
respect to the subject matter hereof.  This Option agreement may be amended only
by a writing executed by the parties hereto which specifically states that it is
amending the Option.

                  10.3     Governing Law. Jurisdiction over disputes with regard
to the  validity,  construction  and effect of this  Option  agreement,  and all
actions taken or relating to the Option,  shall be  exclusively in the courts of
the  State  of  Delaware,  and the  Option  agreement  shall  be  construed  and
interpreted  in  accordance  with  and  governed  by the  laws of the  State  of
Delaware, other than the conflict of laws provisions of such laws.

                  10.4     Titles.  Titles are provided  herein for  convenience
only and are not to serve as a basis for  interpretation or construction of this
Option agreement.

                  10.5     Construction.  Notwithstanding  any provisions herein
to the  contrary,  the Board and the Committee  shall have plenary  authority to
interpret  the  Option  agreement,   prescribe,  amend  and  rescind  rules  and


<PAGE>

regulations relating to it, and make all other  determinations  deemed necessary
or advisable  for the  administration  and/or  exercise of the Option.  Any such
determination  by the Board or Committee  shall be final and  conclusive  on all
persons.

Please  sign this copy of the Option  agreement  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  Option agreement and,
having read it, hereby signify my  understanding  of, and my agreement with, its
terms and conditions.



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Optionee                                    Date


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Address


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Facsimile