REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT, dated as of December 31, 1998, is among
TEL-SAVE.com,  INC., a Delaware corporation (the "Company"), Daniel M. Borislow,
a director, officer, and shareholder of the Company ("Borislow"), Mark Pavol, as
Trustee of that certain D&K Grantor  Retained  Annuity Trust dated June 15, 1998
(the  "Trust"),  and _______,  as Trustee of that  certain D&K Grantor  Retained
Annuity Trust II dated ______, 1998 ("Trust II"). Borislow, the Trust, Trust II,
and Affiliates of Borislow may sometimes be referred to herein individually as a
"Purchaser"  and two or more of them may  sometimes be referred to herein as the
"Purchasers."

                                    RECITALS:

     A.   Borislow  is  the  owner   beneficially   and  of  record  of  certain
          securities;

     B.   Contemporaneously herewith, Borislow and the Company are entering into
          that certain Severance Agreement and related agreements, and desire to
          enter into this Registration Rights Agreement in connection therewith.

     NOW THEREFORE,  for valuable consideration,  the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:

1.   Definitions

     "Affiliate"  shall have the meaning  defined for that term in the rules and
regulations promulgated under the Exchange Act.

     "Commission" means the Securities and Exchange Commission.

     "Common Stock" means Common Stock, par value $.01 per share, of Holdings.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Prospectus" means the prospectus  included in any Registration  Statement,
as amended or  supplemented  by any  prospectus  supplement  with respect to the
terms of the offering of any portion of the  Registrable  Securities  covered by
the  Registration  Statement and by all other  amendments and supplements to the
prospectus, including post-effective amendments and all material incorporated by
reference in such prospectus.

     "Registrable Securities" means as of any date the shares of Common Stock of
the Company owned of record and  beneficially  by Borislow or the Trust or Trust
II or any  Affiliate  of Borislow at the date hereof and any Common Stock issued
or issuable with respect to any other  securities held on the date hereof by any
such parties (w) by  conversion,  (x) by way of stock split,  stock  dividend or
other distribution, (y) in connection with a combination of shares,


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recapitalization,  merger,  consolidation or other  reorganization or (z) in any
other way. Any Registrable Security will cease to be a Registrable Security when
a Registration  Statement  covering such Registrable  Security has been declared
effective by the Commission and such  Registrable  Securities have been disposed
of  pursuant to such  effective  Registration  Statement,  (ii) it is sold under
circumstances  in which  all of the  applicable  conditions  of Rule 144 (or any
similar  provisions then in force) under the Securities Act are met or it may be
sold  pursuant  to Rule  144(k)  under the  Securities  Act or (iii) it has been
otherwise transferred,  and the Company has delivered a new certificate or other
evidence of ownership  for it not bearing a legend and it may be resold  without
subsequent registration under the Securities Act.

     "Registration  Statement" means any registration  statement of the Company,
including  the  prospectus,  amendments  and  supplements  to such  Registration
Statement,  including  post-effective  amendments,  and  all  exhibits  and  all
material incorporated by reference in such Registration Statement, which relates
to Registrable Securities.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Selling Shareholder" shall have the meaning set forth in Section 3(a).

     "Underwriter"  means a securities  dealer that  purchases  any  Registrable
Securities  as  principal  and  not  as  part  of  such  dealer's  market-making
activities.

2.   Purchaser Understandings and Agreements

     Each of the  Purchasers  agrees  that it will  not  sell,  pledge,  assign,
transfer  or  otherwise  dispose  (collectively,  "Transfer")  of  any  of  such
restricted  Registrable  Securities unless the Transfer will be made pursuant to
an  exemption  from  the  registration  requirements  of the  Securities  Act or
pursuant to an effective  registration  statement  under the  Securities Act and
pursuant  to an  exemption  from  any  applicable  state  securities  laws or an
effective  registration  or  other  qualification  under  any  applicable  state
securities laws. Exemptions from such registration  requirements are limited and
the Company understands that each of the Purchasers has obtained advice from its
own counsel as to the nature and conditions of such  exemptions.  The Company is
under no obligation to register the Registrable Securities except as provided in
Section  3.  The  Company  shall  not  incur  any  liability  for any  delay  in
recognizing any Transfer of any restricted  Registrable  Security if the Company
reasonably believes that such Transfer may have been or would be in violation of
the provisions of applicable law or of this Agreement.

3.   Registration Procedures

     (a) As soon as practicable  after the date hereof,  the Company shall file,
at its sole election,  either (A) a  Registration  Statement on Form S-3 (or its
then  equivalent) to permit resale of all of the Registrable  Securities held by
the Purchasers or (B) a "shelf" Registration  Statement on Form S-3 (or its then
equivalent) with respect to the resale of all of the Registrable Securities held
by the  Purchasers  pursuant to Rule 415 (or any similar  provision  that may be
adopted by the Commission)  under the Securities Act; provided that the Company,
at its election,  may delay such filing or the effectiveness of the Registration
Statement,  but not  beyond the date of filing of its next  quarterly  or annual
report with the Commission under the Exchange Act, whichever is earlier,  if the
Board of Directors of the Company shall have  determined in good faith that such


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filing  or  effectiveness   would  be  detrimental  to  the  Company's  business
interests.  The  Company  shall  give  twenty  (20)  days  notice to each of the
Purchasers  of such  registration.  In its  capacity as a holder of  Registrable
Securities that are to be included in the  Registration  Statement,  each of the
Purchasers is sometimes referred to as the "Selling Shareholder".

     (b) The Company agrees to use commercially  reasonable  efforts to have the
Registration  Statement  described in Section 3(a) declared effective as soon as
practicable  after the date of filing  thereof,  but in any event,  within sixty
(60) days after such filing, and to keep such Registration  Statement  effective
for a period of not less than two (2) years  after  effectiveness,  except  that
such Date shall be extended by one day for each day beyond thirty (30) days that
the filing of the  Registration  statement is delayed pursuant to the provisions
of Section 4(b).

     (c)  Nothing  in  this  Section  3  shall  require  the  Company  to file a
registration statement for an underwritten offering or to participate therein.

4.   Registration

     In connection with the  Registration  Statement filed pursuant to Section 3
hereof:

     (a) The Company may  require  the  Selling  Shareholders  to furnish to the
Company such  information  regarding the  distribution of such securities as the
Company may from time to time  reasonably  request in writing as being necessary
or appropriate for completion of the  Registration  Statement,  and each Selling
Shareholder  agrees to cooperate with the Company in all reasonable  respects in
connection  with the  preparation  and  filing  of any  Registration  Statements
hereunder in which such  Registrable  Securities  are included or expected to be
included.

     (b) The Selling  Shareholders agree that, at any time when any Registration
Statement is effective,  upon receipt of any written  notice from the Company of
the happening of any of the following events:  (i) any request by the Commission
for amendments or supplements to the Registration Statement or the Prospectus or
for  additional  information,  (ii) the issuance by the  Commission  of any stop
order  suspending  the  effectiveness  of  the  Registration  Statement  or  the
initiation of any proceedings for that purpose, (iii) the receipt by the Company
of any notification  with respect to the suspension of the  qualification of the
Registrable  Securities  for  sale  in any  jurisdiction  or the  initiation  or
threatening of any  proceeding  for such purpose,  and (iv) the existence of any
fact (including,  without  limitation,  any fact the disclosure of which at such
time the Board of Directors of the Company  shall have  determined in good faith
would be detrimental to the Company's  business  interests)  that results in the
Registration  Statement,  the Prospectus or any document incorporated therein by
reference containing an untrue statement of material fact or omitting to state a
material fact required to be stated  therein or necessary to make the


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statements therein (in light of the circumstances under which they were made, in
the case of the  Prospectus)  not misleading  (provided that the Company may not
exercise this right for more than ninety (90) days in any twelve month  period),
the Selling Shareholders will forthwith  discontinue  disposition of Registrable
Securities   pursuant  to  the   Registration   Statement   until  such  Selling
Shareholder's  receipt of copies of a supplemented  or amended  Prospectus  that
does not contain an untrue  statement of a material  fact  required to be stated
therein  or  necessary  to  make  the  statements   therein,  in  light  of  the
circumstances under which they are made, not misleading,  or until it is advised
in writing by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental  filings that are incorporated
by reference in the Prospectus and, if so directed by the Company , such Selling
Shareholder  will deliver to the Company (at the Company's  expense) all copies,
other than permanent file copies then in such Selling Shareholder's  possession,
of the Prospectus  covering such Registrable  Securities  current at the time of
receipt of such notice.

     (c) The Company shall pay the costs and expenses of preparation  and filing
of: any Registration  Statement filed in accordance with Section 3(a), including
the costs of  printing  and  distributing  the  Registration  Statement  and any
preliminary and final  Prospectus,  the fees and disbursements of counsel to the
Company (including fees and disbursements  incurred for "blue sky" matters), the
costs and expenses of its accountants, any registration or other fees payable to
the  Commission,  any stock  exchange,  the National  Association  of Securities
Dealers,  Inc., and underwriting or brokerage fees, discounts or commissions and
any transfer  taxes.  All other costs shall be paid by the Selling  Shareholder,
including fees and  disbursements  of its counsel.  In connection  with any such
Registration  Statement,  the Selling Shareholder shall furnish the Company with
such information as may be required for inclusion in the Registration  Statement
or for submission to the  Commission  concerning  the Selling  Shareholder,  the
Shares and any plan of distribution.

     (d)  (i) The Selling  Shareholders shall  indemnify  and hold  harmless the
Company,  its directors,  its officers who sign the  Registration  Statement and
each person,  if any, who controls the Company  within the meaning of Section 15
of  the  Securities  Act  against  any  and  all  losses,  claims,  damages  and
liabilities  (including any investigation,  legal and other expenses incurred in
connection  with,  and any  amount  paid in  settlement  of, any  action,  suit,
proceeding  or  asserted  claim)  insofar as such  losses,  claims,  damages and
liabilities  arise out of or are based  upon any  untrue  statement  or  alleged
untrue statement of a material fact contained in the  Registration  Statement or
any amendments  thereto or any Prospectus or  preliminary  prospectus  forming a
part thereof or any  supplement  thereto or the omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein  not  misleading,  if  and to the  extent  such  untrue
statement or alleged untrue  statement or omission or alleged  omission was made
in reliance upon and in conformity  with written  information  furnished by such
Selling  Shareholder  expressly  for inclusion in such  Registration  Statement,
Prospectus,  preliminary prospectus, amendment or supplement. In connection with
an underwritten  offering of the Registrable  Securities,  the Underwriter  will
enter into an agreement under which such  Underwriter will indemnify the Company
to the extent that any untrue  statement or alleged untrue statement or omission
or alleged  omission was made in reliance  upon and in  conformity  with written
information  furnished by such  Underwriter  specifically  for  inclusion in the
Registration  Statement,   Prospectus,   preliminary  prospectus,  amendment  or
supplement.

          (ii) The  Company  shall  indemnify  and  hold  harmless  and  Selling
Shareholder and any of its trustees,  directors,  officers and partners and each
person,  if any,  who  controls  the Selling  Shareholder  within the meaning of
Section 15 of the Securities Act against any and all losses, claims, damages and
liabilities,  joint or several  (including  any  investigation,  legal and other
expenses  incurred in connection with, and any amount paid in settlement of, any
action,


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suit, proceeding or asserted claim) insofar as such losses,  claims, damages and
liabilities  arise out of or are based  upon.  any untrue  statement  or alleged
untrue statement of a material fact contained in the Registration  Statement and
any amendments  thereto or any Prospectus or  preliminary  prospectus  forming a
part thereof or any  supplement  thereto or the omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein not  misleading,  except any such untrue  statement  or
alleged  untrue  statement  or  omission  or  alleged  omission  that is made in
reliance  upon and in  conformity  with  information  furnished  by any  Selling
Shareholder  in  writing   specifically  for  inclusion  in  such   Registration
Statement,   Prospectus,   preliminary  prospectus,   amendment  or  supplement;
provided, that the Company shall not be liable in any such case to or in respect
of a Selling  Shareholder  to the  extent  that any such  loss,  claim,  damage,
liability  or  expense  arises out of or is based  upon an untrue  statement  or
alleged untrue statement or omission or alleged omission made in any preliminary
prospectus if such Selling  Shareholder  failed to send or deliver a copy of the
Prospectus with or prior to the delivery of written  confirmation of the sale of
Registrable  Securities and (ii) the Prospectus would have completely  corrected
such untrue statement or omission; and provided, further, that the Company shall
not be liable in any such case to or in respect of the  Selling  Shareholder  to
the extent that any such loss, claim, damage, liability or expense arises out of
or is based upon an untrue  statement or alleged untrue statement or omission or
alleged  omission in the Prospectus,  if such untrue statement or alleged untrue
statement,  omission or alleged omission is completely corrected in an amendment
or supplement to the Prospectus and if, having  previously  been furnished by or
on  behalf of the  Company  with  copies of the  Prospectus  as so  amended.  or
supplemented,  such Selling  Shareholder  thereafter fails to deliver (if and to
the extent  required by the  Securities  Act) such  Prospectus  as so amended or
supplemented,  prior to or concurrently with the sale of a Registrable  Security
to the person  asserting  such loss,  claim,  damage,  liability  or expense who
purchased  such  Registrable  Security  that is the  subject  thereof  from such
Selling Shareholder. In connection with any underwritten offering of Registrable
Securities,  the Company  will enter into an  agreement  under which the Company
will agree to indemnify the  Underwriters  to the same extent as it  indemnifies
the Selling Shareholders.

          (iii) Any party that  proposes  to assert the right to be  indemnified
under this Section 4(d) will promptly after receipt of notice of commencement of
any action, suit or proceeding against such party in respect of which a claim is
to be made against an  indemnifying  party under this Section 4(d),  notify each
such indemnifying party of the commencement of such action,  suit or proceeding,
enclosing  a copy of all  papers  served,  but the  omission  so to notify  such
indemnifying  party or any such action,  suit or proceeding shall not relieve it
from any liability  that it may have to any  indemnified  party  otherwise  than
under this Section  4(d). In case any such action,  suit or proceeding  shall be
brought against any indemnified party and it shall notify the indemnifying party
of the  commencement  thereof,  the  indemnifying  party  shall be  entitled  to
participate  in, and, to the extent that it shall wish,  jointly  with any other
indemnifying  party  similarly  notified,  to assume the defense  thereof,  with
counsel  satisfactory  to such  indemnified  party,  and after  notice  from the
indemnifying  party to such  indemnified  party of its election so to assume the
defense thereof the  indemnifying  party shall not be liable to such indemnified
party  for  any  legal  or  other  expenses,  other  than  reasonable  costs  of
investigation subsequently incurred by such indemnified party in connection with
the defense  thereof.  The indemnified  party shall have the right to employ its
counsel in any such action,  but the fees and expenses of such counsel  shall be
at the expense of such indemnified party unless (i) the


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employment  of  counsel by such  indemnified  party has been  authorized  by the
indemnifying parties, (ii) the indemnified party shall have reasonably concluded
that there may be a conflict of interest  between the  indemnifying  parties and
the  indemnified  party in the  conduct of the  defense of such action (in which
case the indemnifying  parties shall not have the right to direct the defense of
such  action  on  behalf of the  indemnified  party)  or (iii) the  indemnifying
parties  shall not in fact have  employed  counsel to assume the defense of such
action.  An  indemnifying  party shall not be liable for any  settlement  of any
action or claim effected without its consent.

     (e)  The  Company,   obligation  to  effect   registration  of  Registrable
Securities  hereunder shall include such qualification under applicable blue sky
or other  state  securities  laws as may be  necessary  to  enable  the  Selling
Shareholders to offer and sell the Registrable Securities.

     (f) The Company shall furnish as soon as available to each  Purchaser  such
number of copies of (i)  preliminary  and final  versions  of such  registration
statement and of each amendment, post-effective amendment and supplement thereto
(in each case including  exhibits),  (ii)  preliminary and final versions of the
prospectus contained in such registration  statement (including each preliminary
prospectus and any summary prospectus) and any other prospectus filed under Rule
424 under  the  Securities  Act,  in  conformity  with the  requirements  of the
Securities  Act, and (iii) such other  documents  relating to such  registration
statement, all as each Purchaser may reasonably request

     (g) The Company shall prepare and file with the Commission  such amendments
and  supplements  to such  registration  statement  and the  prospectus  used in
connection  therewith as may be necessary  to keep such  Registration  Statement
effective and to comply with the  provisions of the  Securities Act with respect
to the disposition of all Registrable Securities.

     (h) The Company  shall use its best  efforts to  register  or qualify  such
Registrable   Securities  under  such  securities  or  blue  sky  laws  of  such
jurisdictions  as the Purchasers shall  reasonably  request,  and do any and all
other  acts and  things  that may be  necessary  or  advisable  to  enable  each
Purchaser to consummate the disposition in such jurisdictions of its Registrable
Securities  covered by such  Registration  Statement;  provided,  however,  that
Holdings  shall not be  obligated  to file any  general  consent  to  service of
process or to qualify as a foreign  corporation or subject itself to taxation in
any jurisdiction in which it is not so qualified.

5.   Reporting Requirements

     (a) With a view to making  available  the  benefits  of  certain  rules and
regulations of the Commission  that may at any time permit the sale of Shares to
the public without  registration  or a registration on SEC Form S-3, the Company
agrees to use its best efforts to:

          (i) make and keep  public  information  available,  as those terms are
understood and defined in Rule 144 under the Securities Act;

          (ii) file with the Commission in a timely manner all reports and other
documents  required of Holdings  under the  Securities Act and the Exchange Act;
and

          (iii) so long as any of the Purchasers own Registrable Securities,  to
furnish to the Purchasers  forthwith upon request (1) a written statement by the
Company as to whether it


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complies with the reporting  requirements  of said Rule 144, the  Securities Act
and the Exchange Act, or whether it qualifies as a registrant  whose  securities
may be resold  pursuant to SEC Form S-3, (2) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company,  and (3) such other  information as may be reasonably  requested in
availing the Selling  Shareholders  of any rule or regulation of the  Commission
that  would   permit  the  selling  of  the   Registrable   Securities   without
registration.

6.   Opinion of Counsel

     Notwithstanding  the other provisions of this Agreement,  the condition set
forth in the first sentence of Section 2(b) as to each of the  Purchasers  shall
be deemed  satisfied upon  submission to the Company of an opinion,  in form and
substance  satisfactory  to the Company and its counsel,  of counsel  reasonably
satisfactory  to the Company and its counsel to the effect that a proposed sale,
Transfer or other  disposition  of the Shares held by such Purchaser may be made
without registration under the Act. Upon receipt of such an opinion, the Company
will issue a new certificate  without the foregoing  legend in substitution  for
any such certificate bearing such legend.

7.   Other Covenants of the Company.

     (a)  The Company agrees that in the event that it makes a public or private
          offering of its debt  securities  in exchange for cash,  to the extent
          permitted by law the Company will, at the option of Borislow, utilize:
          (i) up to  twenty  percent  (20%)  of the net  cash  proceeds  of that
          offering to the Company after payment of the expenses  relating to the
          offering that are to be borne by the Company (the "Net Cash Proceeds")
          to  repurchase  at  their  then  fair  market  value  any  convertible
          subordinated   notes  of  the   Company   then  owned  of  record  and
          beneficially by Borislow, Trust II, or the Trust; and (ii) up to forty
          percent  (40%) of the Net Cash  Proceeds to  repurchase  at their then
          fair market value any  convertible  subordinated  notes of the Company
          then owned of record and  beneficially  by Borislow,  Trust II, or the
          Trust.  Any  repurchase  under this  Section 7(a) shall be made in the
          following  order:  first,  from Borislow;  second,  from Trust II; and
          third,  from the Trust.  Notwithstanding  the foregoing,  this Section
          7(a) shall not apply to any debt  offering by the Company to a bank or
          financial institution or in a commercial context.

     (b)  Without the prior written consent of Borislow, which consent shall not
          be unreasonably  withheld,  the Company will not sell or agree to sell
          all or substantially  all its assets or, except in the ordinary course
          of  its  business  in  a  financing   transaction,   encumber  all  or
          substantially  all of its assets, in one transaction or in a series of
          related transactions.

     (c)  Without the prior written consent of Borislow, which consent shall not
          be  unreasonably  withheld,  the Company will not merge or consolidate
          with any other  corporation,  or agree to do so,  will not  acquire or
          agree  to  acquire  any  corporation  or  other  business  entity,  or
          substantially  all  of  the  capital  securities  of  any  entity,  or
          substantially  all of the  assets of any  entity,  in each case if the
          consideration


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<PAGE>


          paid therefor by the Company is material in nature.  For this purpose,
          materiality   shall  be  determined  as  provided  in  the  rules  and
          regulations promulgated under the Securities Act of 1933, as amended.

     (d)  For a period of eighteen  (18) months  commencing  on the date hereof,
          the  Company  shall  not make any  offer or sale of its  Common  Stock
          unless and until Borislow has sold or otherwise disposed of all shares
          of Common Stock now held by him; provided,  however, that this Section
          8(d) shall not prohibit the Company from offering or selling shares of
          its Common  Stock in  connection  with any employee  benefit  plans or
          stockholder rights distribution; and, provided further, that up to the
          entire net proceeds  from the sale of shares in  connection  with such
          employee benefit plans or stockholder rights  distributions during the
          eighteen (18) month period  referred to above in this Section shall be
          used,  at  Borislow's  option and if permitted by  applicable  law, to
          purchase Common Stock then owned by Borislow.

     (e)  The  Company  agrees to make  available  to Borislow  upon  reasonable
          notice from Borislow,  in connection with one (1) securities  offering
          to be made by  Borislow  within the next  eighteen  (18)  months,  the
          following  Company  employees to participate in a standard  securities
          offering "road show" of not longer than five days' duration  regarding
          that offering: the Chief Executive Officer of the Company; and certain
          other appropriate employees of the Company as designated by such Chief
          Executive  Officer.  The Company may delay such  participation  if the
          time of such  participation  requested  by Borislow  would cause undue
          hardship on the Company.

8.   Representation  and  Warranty by the  Company.  The Company  represents and
warrants to the Purchasers that the execution, delivery, and performance of this
Agreement have been duly authorized by the Board of Directors of the Company.

9.   Conditions to the  Obligations of the Company.  Each of the  obligations of
the Company hereunder is subject to the fulfillment of the following conditions:

     (a)  Borislow holds and owns, of record and beneficially, not less than two
          percent  (2%)  of  the  outstanding  Common  Stock,  calculated  on  a
          fully-diluted basis.

     (b)  There shall not exist a material  default or breach by any party other
          than  the  Company  under  this  Agreement  or any  of  the  following
          agreements,  each of  which is being  entered  into  contemporaneously
          herewith:  (a) Severance  Agreement  between Borislow and the Company;
          (b) Purchase Agreement Regarding the Stock of Emergency Transportation
          Corporation  between  Jimlew  Capital,  L.L.C.  and the  Company;  (c)
          Exchange Agreement between the Trust and the Company; (d) Agreement of
          Purchase and Sale of Real Property  between  Borislow and the Company;
          and (e) Lease between Borislow and the Company.

<PAGE>

10.  Notices


                                       8


     All  notices  or other  communications  under  this  Agreement  shall be in
writing  and  shall be  deemed to have  been  given on the date of  delivery  if
delivered  by hand or on the fifth date  after  mailing  it by  certified  mail,
postage  prepaid,  return receipt  requested,  or on the date of transmission if
delivered by facsimile  transmission  (which shall be followed by delivery of an
original copy), addressed as follows:

                              If to the Company:

                              Tel-Save.com, Inc.
                              6805 Route 202
                              New Hope, PA  18938
                              Facsimile No.: 215-862-1083

                              With a copy to:

                              Aloysius T. Lawn, IV, Esquire
                              General Counsel and Secretary
                              Tel-Save Holdings, Inc.
                              6805 Route 202
                              New Hope, PA  18938
                              Facsimile No.:  215-862-1085

                              If to the Purchasers at their respective addresses
                              as set forth opposite their respective  signatures
                              below.

     Any of the  Company  and the  Purchasers  may from time to time  change the
address or facsimile number to which notices to it are to be mailed hereunder by
notice in accordance with the provisions of this Section.

11.  Amendment

     Except as otherwise provided herein, this Agreement and any term hereof may
be changed,  waived,  discharged or terminated  only by an instrument in writing
signed by the party against which enforcement of such change, waiver,  discharge
or termination is sought.

12.  Severability

     If for any reason any  provision,  paragraph  or term of this  Agreement is
held to be invalid or  unenforceable,  all other valid  provisions  herein shall
remain in full force and effect and all terms, provisions and paragraphs of this
Agreement shall be deemed to be severable.

13.  Governing Law

     This Agreement  shall be deemed to be a contract made under the laws of the
State of New York and for all  purposes  shall be governed by and  construed  in
accordance with the laws of said State.



                                       9

<PAGE>


14.  Entire Agreement

     This Agreement  consists of all the terms and conditions  contained  herein
and all documents  incorporated herein specifically by reference and constitutes
the complete and exclusive  statement of the understandings  between the parties
and supersedes all proposals and prior  agreements (oral or written) between the
parties relating to the rights and obligations provided hereunder.

15.  Construction

     Section  headings  used  herein are  included  herein for  conveniences  of
reference  only and shall not  affect the  construction  of this  Agreement  nor
constitute a part of this Agreement for any other purpose.  The words  "herein,"
"hereof,"  "hereby,"  "hereto"  "hereunder" and words of similar import refer to
this  Agreement  as a  whole  and  not to a  paragraph,  subparagraph  or  other
subdivision  of this  Agreement.  Defined terms shall include the plural and the
singular as the context shall require.

16.  Successors and Assigns

     This  Agreement  shall  inure to the  benefit  of and be  binding  upon the
parties hereto and their respective heirs, successors and assigns.

17.  Counterparts

     This Agreement may be executed in any number of counterparts, each of which
shall  constitute  an original,  but together  shall be deemed to be one and the
same document.

     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
day and year first above written.

                                      Tel-Save.com, Inc.

Witness
-------

------------------------------        By:
Aloysius T. Lawn, Secretary               --------------------------------------
                                          Name:
                                          Title:

Address:                              Borislow


------------------------------
------------------------------
------------------------------        ------------------------------------------



                                       10

<PAGE>


Address:                              The Trust


------------------------------
------------------------------
------------------------------        ------------------------------------------
                                      Mark Pavol, as Trustee of that certain D&K
                                      Grantor  Retained Annuity Trust dated June
                                      15, 1998

Address:                              Trust II

------------------------------
------------------------------
------------------------------        ------------------------------------------
                                      __________________,  as  Trustee  of  that
                                      certain D&K Grantor Retained Annuity Trust
                                      II dated ____________, 1998

                                      Tel-Save.com, Inc.

Witness
-------

                                      By
------------------------------          ----------------------------------------
Aloysius T. Lawn, Secretary               Name:
                                          Title:




                                       11

Source: OneCLE Business Contracts.