AMENDMENT NO. 1 to
                              EMPLOYMENT AGREEMENT


         THIS AMENDMENT NO. 1 ("Amendment")  dated as of March 28, 2001, entered
into by and among Talk.com Inc., a Delaware  corporation  (the  "Company"),  and
Gabriel Battista ("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 November 13, 1998 (the "Agreement")  pursuant to which the
Company  employs  Employee as its Chairman of the Board of  Directors  and Chief
Executive Officer; 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 or prior to  December  31,  1998 (the date when  Employee  commences
employment hereunder,  the "Commencement Date") and shall continue in effect for
a period of six years thereafter, except as hereinafter provided (the "Term")."

2.  Section 4.1 of the  Agreement  is hereby  amended in its entirety to read as
follows:

"4.1 BASE SALARY.  During the Term,  Company shall pay to Employee a base salary
("Base  Salary") at the rate of five hundred  thousand  dollars  ($500,000)  per
year, which Base Salary shall be paid to Employee  commencing on January 1, 2002
in accordance with the Company's usual and customary payroll practices. The Base
Salary for the period beginning on the Commencement  Date and ending on December
31, 2001 has been previously paid to Employee by the Company and remains subject
to the other terms of this Agreement."

3. The last  sentence of Section  4.8(a) of the  Agreement is hereby  amended to
read as follows: "For purposes of this Agreement, "Change in Control" shall have
the meaning set forth in Section 4.12 below."


<PAGE>

4. The Agreement is hereby amended to insert the following after Section 4.11 of
the Agreement:

         "4.12.   Change in Control.

                  4.12.1   Change in Control.  For  purposes of this  Agreement,
"Change in Control" shall be deemed to have occurred if:

                  4.12.1.1 any Person (as defined in Section  3(a)(9)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act")),  other than
Company or any 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 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,  as  the  case  may  be,  then  outstanding
securities;

                  4.12.1.2  during any period of two years,  individuals  who at
the beginning of such period  constitute  the Board and any new director  (other
than a director  designated  by a person who has entered into an agreement  with
Company to effect a  transaction  described in  4.12.1.3,  4.12.1.4 or 4.12.1.5)
whose  election by the Board or  nomination  for  election by  stockholders  was
approved by a vote of at least  two-thirds  (2/3) 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
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 or
other actual or threatened  solicitation  of proxies or consents by or on behalf
of an individual,  corporation,  partnership, group, association or other entity
other than the Board,  cease for any reason to constitute at least a majority of
the Board of either Company or a Significant Subsidiary;

                  4.12.1.3  the  consummation  of a merger or  consolidation  of
Company or any  subsidiary  of Company  owning  directly  or  indirectly  all or
substantially  all  of  the  consolidated  assets  of  Company  (a  "Significant
Subsidiary")  with any other entity,  other than a merger or consolidation  that
would result in the  holder(s) of voting  securities of Company or a Significant
Subsidiary  outstanding  immediately prior thereto  continuing to hold more than
fifty percent  (50%) of the combined  voting power of the surviving or resulting
entity outstanding immediately after such merger or consolidation;

                  4.12.1.4  the  stockholders  of  Company  approve  a  plan  or
agreement  for the sale or  disposition  of fifty  percent  (50%) or more of the
consolidated  assets of  Company  in which case the Board  shall  determine  the
effective date of the Change of Control resulting therefrom; or



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<PAGE>

                  4.12.1.5 any other event occurs that the Board determines,  in
its  discretion,  would  materially  alter  the  structure  of  Company  or  its
ownership.

         4.12.2   TERMINATION AFTER CHANGE IN CONTROL.

                  4.12.2.1 If a Change of Control shall occur during the Term of
this Agreement,  the term of Employee's  employment  hereunder shall continue in
effect  until the later of the first  anniversary  of the date of the  Change in
Control  and the date that the Term  would  otherwise  have  terminated  without
regard to the  extension in this  sentence,  except for earlier  termination  as
provided in Section 6 of this Agreement.  The rights and obligations of Employee
and Company under this Agreement upon or after any termination of the Term shall
survive any such termination.

                  4.12.2.2  Notwithstanding  the provisions of Section 7 hereof,
if a Change in Control has  occurred  and  Employee's  employment  hereunder  is
terminated  within one year of such Change in Control:  (i) by Employee for Good
Reason or (ii) by Company without Cause,  then Company shall (a) pay to Employee
the Base Salary and Benefits  through the date of  termination  plus all amounts
due to Employee  pursuant to any Due Bonus;  (b) pay to  Employee,  as severance
pay, a lump sum amount equal to the sum of (x)  twenty-four  months' Base Salary
plus (y) an  amount  equal to the  average  annual  incentive  bonus  earned  by
Employee from Company during the last four (4) completed fiscal years of Company
preceding  the date of Change in  Control,  or if  Employee  was not an  officer
during  any or all of such  prior  four (4)  fiscal  years,  the  average of the
incentives  received  during the fiscal years when Employee was such an officer;
(c) for a period of two years after the date of termination,  arrange to provide
Employee with life, disability, sickness and accident, health, vision and dental
insurance  benefits  substantially  similar to those that  Employee was entitled
prior to the Change in Control,  as well as with the other  fringe  benefits and
perquisites  to which  Employee  was  entitled  pursuant to Section 4.5; and (d)
reimburse Employee for expenses that may have been incurred,  but which have not
been paid as of the date of termination,  subject to the requirements of Section
4.6 hereof."

5.  Section 5 of the Agreement is hereby deleted in its entirety.

6.  The first sentence of Section 7 is hereby amended to read as follows:

"Except as provided in Section  4.12,  in the event that  Employee's  employment
hereunder  terminates prior to the end of the Term,  Company shall make payments
to Employee as set forth below:"

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

TALK.COM INC.                               EMPLOYEE


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


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Source: OneCLE Business Contracts.