TALK AMERICA HOLDINGS, INC.
                                    As Issuer
                 4-1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2002
                     -------------------------------------


                             ----------------------
                          FIRST SUPPLEMENTAL INDENTURE
                            Dated as of April 2, 2002
                             ----------------------


                             ----------------------
                      U.S. BANK TRUST NATIONAL ASSOCIATION,
                                   As Trustee
                             ----------------------


<PAGE>


     FIRST  SUPPLEMENTAL  INDENTURE  dated  as  of  April  2,  2002  (the "First
Supplemental  Indenture")  among  Talk America Holdings, Inc. (formerly Tel-Save
Holdings,  Inc.),  a  Delaware  corporation (the "Company"), as issuer, and U.S.
Bank  Trust  National  Association  (formerly  First Trust of New York, National
Association,  the "Trustee"), as Trustee, to the Indenture dated as of September
9,  1997  by  and  between  the  Company  and  the  Trustee  (the  "Indenture").

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

     WHEREAS, the Company and the Trustee have heretofore executed and delivered
the  Indenture  providing  for  the  issuance of 4-1/2% Convertible Subordinated
Notes  due 2002 (collectively, the "Securities," and individually, a "Security")
of  the  Company;

     WHEREAS,  Section  of  11.02 of the Indenture provides that the Company and
the  Trustee  may amend the Indenture with the written consent of the Holders of
at  least  a  majority  in  principal  amount  of  then-outstanding  Securities;

     WHEREAS,  the  Company has obtained the consents of a majority in principal
amount  of  the  Securities to amend the definition of "Designated Event" in the
Indenture  and  to  remove "Termination of Trading" as a "Designated Event"; and

     WHEREAS,  all  other acts and proceedings required by law, by the Indenture
and  by  the certificate of incorporation and bylaws of the Company to make this
First  Supplemental  Indenture  a  valid  and binding agreement for the purposes
expressed  herein,  in  accordance  with  its  terms,  have  been  duly done and
performed;

     NOW,  THEREFORE,  in  consideration  of  the premises and the covenants and
agreements  contained  herein, and for other good and valuable consideration the
receipt  of  which  is  hereby acknowledged, and for the equal and proportionate
benefit  of  the  Holders  of the Securities, the Company and the Trustee hereby
agree  as  follows:

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SECTION  1.     AMENDMENTS  TO  THE  INDENTURE
                ------------------------------

     (a)     The  definition  of  "Designated  Events" in Article I Section 1.01
shall  be  amended  and  shall  read  as  follows:

     "Designated  Events"  means  the  occurrence  of  a  Change  of  Control.
      ------------------

     (b)     Article  I  Section 1.01 shall be amended in its entirety to remove
the  reference  to  and  the  definition  of  "Termination  of  Trading".

SECTION  2.     OPERATIVENESS
                -------------

     This  First  Supplemental  Indenture will become operative and binding upon
each  of  the  Company and the Trustee and the Holders on the day and year first
above  written.

SECTION  3.     REFERENCE  TO  AND  EFFECT  ON  THE  INDENTURE
                ----------------------------------------------

     (a)  On  and after the operative date of this First Supplemental Indenture,
each  reference  in the Indenture to "this Indenture," "hereunder," "hereof," or
"herein"  shall mean and be a reference to the Indenture as supplemented by this
First  Supplemental  Indenture  unless  the  context  otherwise  requires.

(b)     Except as specifically amended above, the Indenture shall remain in full
force  and  effect  and  is  hereby  ratified  and  confirmed.

SECTION  4.     GOVERNING  LAW
                --------------

     This  First  Supplemental  Indenture  shall  be  construed  and enforced in
accordance  with  the  laws  of  the  State  of  New  York.

SECTION  5.     DEFINED  TERMS
                --------------

     Unless  otherwise  indicated, capitalized terms used herein and not defined
shall  have  the  respective  meanings  given  such  terms  in  the  Indenture.

SECTION  6.     CONFLICTS
                ---------

     In  the  event  of  a  conflict  between  the  terms  and conditions of the
Indenture  and  the  terms  and conditions of this First Supplemental Indenture,
then  the  terms  and  conditions  of  this  First  Supplemental Indenture shall
prevail.

SECTION  7.     TRUST  INDENTURE  ACT  CONTROLS
                -------------------------------

     If  any provision of this First Supplemental Indenture limits, qualifies or
conflicts  with  another  provision  of this First Supplemental Indenture or the
Indenture that is required to be included by the Trust Indenture Act of 1939, as
amended  (the  "Act"), as in

                                        2
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force  at  the date this First Supplemental Indenture is executed, the provision
required  by  said  Act  shall  control.

SECTION  8.     COUNTERPARTS  AND  METHOD  OF  EXECUTION
                ----------------------------------------

     This  First Supplemental Indenture may be executed in several counterparts,
all  of  which  together  shall  constitute one agreement binding on all parties
hereto,  notwithstanding  that  all  the  parties  have  not  signed  the  same
counterpart.

SECTION  9.     TITLES
                ------

     Section  titles  are for descriptive purposes only and shall not control or
alter the meaning of this First Supplemental Indenture as set forth in the text.

                                        3
<PAGE>

     IN  WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture  to  be  executed  as  of  the  day  and  year  first  above  written.

                                   TALK  AMERICA  HOLDINGS,  INC.
                                   (formerly  TEL-SAVE  HOLDINGS,  INC.)

                                   By:  /s/  Aloysius  T.  Lawn  IV
                                   Name:  Aloysius  T.  Lawn,  IV
                                   Title:  Executive  Vice  President-General
                                   Counsel  and  Secretary


                                   By:  /s/  Edward  B.  Meyercord,  III
                                   Name:  Edward  B.  Meyercord,  III
                                   Title:  President and  Treasurer


                                   U.S.  BANK  TRUST  NATIONAL
                                   ASSOCIATION  (formerly  FIRST  TRUST
                                   OF  NEW  YORK,  NATIONAL
                                   ASSOCIATION)

                                   By:  /s/  Barbara  A.  Nastro
                                   Name:  Barbara  A.  Nastro
                                   Title:  Vice  President


                                        4
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STATE  OF  PENNSYLVANIA     )
          :     ss:
COUNTY  OF  BUCKS          )

     On  the  4th day of April, 2002, before me personally came Aloysius T. Lawn
IV, to me known, who, being by me duly sworn, did depose and say that he resides
at  1409  Bramble  Lane,  West  Chester,  PA 19380; that he is an Executive Vice
President-General  Counsel  of  Talk  America Holdings, Inc., one of the parties
described  in  and  which  executed  the  above  instrument;  that  he knows the
corporate seal of said corporation; that the seal affixed to the said instrument
is  such  corporate  seal;  that it was so affixed to the corporate seal of said
corporation;  that  the  seal  affixed  to the said instrument is such corporate
seal;  that  it  was  so  affixed by authority of the board of directors of said
corporation;  and  that  he  signed  his  name  thereto  by  like  authority.

[NOTARIAL  SEAL]
                                        /s/ Amy McCusker
                                        Notary  Public


                                        5
<PAGE>

STATE  OF  PENNSYLVANIA     )
          :     ss:
COUNTY  OF  BUCKS          )

     On  the  4th  day  of  April,  2002,  before  me  personally came Edward B.
Meyercord,  III,  to  me  known, who, being by me duly sworn, did depose and say
that  he  resides  at  415  Ridgeview  Road,  Princeton,  NJ  08540;  that he is
President,  Treasurer  and a Director of Talk America Holdings, Inc., one of the
parties  described in and which executed the above instrument; that he knows the
corporate seal of said corporation; that the seal affixed to the said instrument
is  such  corporate  seal;  that it was so affixed to the corporate seal of said
corporation;  that  the  seal  affixed  to the said instrument is such corporate
seal;  that  it  was  so  affixed by authority of the board of directors of said
corporation;  and  that  he  signed  his  name  thereto  by  like  authority.

[NOTARIAL  SEAL]
                                        /s/ Amy McCusker
                                        Notary  Public

                                        6
<PAGE>

STATE  OF  NEW YORK     )
                        :     ss:
COUNTY  OF  QUEENS      )

     On the 4th day of April, 2002, before me personally came Barbara Nastro, to
me  known,  who,  being by me duly sworn, did depose and say that she resides at
100  Wall  Street,  New York City; that he is a Trust Officer of U.S. Bank Trust
National  Association,  one  of  the parties described in and which executed the
above instrument; that he knows the corporate seal of said corporation; that the
seal  affixed  to  the  said  instrument  is such corporate seal; that it was so
affixed  to the corporate seal of said corporation; that the seal affixed to the
said  instrument  is such corporate seal; that it was so affixed by authority of
the  board of directors of said corporation; and that he signed his name thereto
by  like  authority.

[NOTARIAL  SEAL]
                                        /s/ Janet P. O'Hara
                                        Notary  Public

                                        7
<PAGE>

Source: OneCLE Business Contracts.