AMENDMENT NO. 2 to
                              EMPLOYMENT AGREEMENT

     THIS  AMENDMENT NO. 2 ("Amendment") dated as of June 17, 2002, entered into
by  and  among  Talk  America  Holdings,  Inc.,  a  Delaware  corporation  (the
"Company"),  and  Kevin  Griffo  ("Employee").

                         W  I  T  N  E  S  S  E  T  H :
                         ------------------------------

     WHEREAS,  the  Company  and Employee are parties to an Employment Agreement
dated  as  of March 24, 2000, as amended (the "Agreement") pursuant to which the
Company  employs  Employee as its Executive Vice President - Local Services; and

     WHEREAS, the Company and Employee desire to amend the Agreement as provided
herein.

     NOW  THEREFORE, in consideration of the foregoing, the mutual covenants set
forth  herein  and  other  good  and  valuable  consideration,  the  receipt and
sufficiency  of  which  is  hereby acknowledged, the undersigned hereby agree as
follows:

1.  Section  2  of  the  Agreement  is hereby amended in its entirety to read as
follows:

"2.     TERM OF AGREEMENT.     The term of Employee's employment hereunder shall
commence  on  March  24,  2000  (the  date  when  Employee  commences employment
hereunder,  the "Commencement Date") and shall continue in effect until December
31,  2004,  except  as  hereinafter  provided  (the  "Term")."

     IN  WITNESS WHEREOF, each of the parties hereto has executed this Amendment
as  of  the  day  and  year  first  written  above.

    TALK  AMERICA  HOLDINGS,  INC.                  EMPLOYEE

    By: /s/ Aloysius  T.  Lawn  IV                 /s/ Kevin  Griffo
        -------------------------                  -----------------
       Name:   Aloysius  T.  Lawn  IV                Kevin  Griffo
       Title:  EVP  -  General  Counsel
               and  Secretary

Source: OneCLE Business Contracts.