EXHIBIT 10.48 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 8th day of March, 2000 between Talk.com, Inc., a Delaware corporation (the "Company"), and Warren Brasselle ("Employee"). WHEREAS, Company...Employment Agreement • April 1st, 2002 • Talk America • Radiotelephone communications • Pennsylvania
RECITALS:Registration Rights Agreement • January 20th, 1999 • Tel Save Com Inc • Radiotelephone communications • New York
CREDIT AGREEMENTCredit Agreement • August 14th, 1997 • Tel Save Holdings Inc • Radiotelephone communications • North Carolina
EXHIBIT 10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 3rd day of July, 1997 by and among Tel-Save, Inc. ("Company"), a Pennsylvania corporation and a wholly-owned subsidiary of Tel- Save Holdings,...Employment Agreement • November 14th, 1997 • Tel Save Holdings Inc • Radiotelephone communications • Pennsylvania
TOIndenture • March 5th, 2002 • Talk America • Radiotelephone communications • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 2nd day of October, 2001, between Talk America Holdings, Inc., a Delaware corporation ("Company"), and Jeffrey Earhart...Employment Agreement • November 14th, 2001 • Talk America • Radiotelephone communications • Pennsylvania
EXHIBIT 10.1 VOTING AGREEMENT THIS VOTING AGREEMENT (the "Agreement") is dated as of March 24, 2000 by and among TALK.COM, INC., a Delaware corporation ("Parent"), ALADDIN ACQUISITION CORP., a Delaware corporation and a wholly- owned subsidiary of...Voting Agreement • April 7th, 2000 • Talk Com • Radiotelephone communications • Virginia
EXHIBIT G-1 PLEDGE AGREEMENT dated as of August 25, 1997, among TEL-SAVE HOLDINGS, INC., a Delaware corporation (the "Pledgor") and SALOMON BROTHERS HOLDING COMPANY INC, a Delaware corporation ("SBHC"), as collateral agent (in such capacity, the...Pledge Agreement • September 2nd, 1997 • Tel Save Holdings Inc • Radiotelephone communications • New York
FIRST SUPPLEMENTAL INDENTURE Dated as of April 2, 2002 ----------------------First Supplemental Indenture • April 12th, 2002 • Talk America • Radiotelephone communications • New York
to INDENTURE ---------Supplemental Indenture • April 12th, 2002 • Talk America • Radiotelephone communications • New York
1 EXHIBIT (c)(3) STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, dated as of December 18, 1997 (the "Agreement"), is by and between TEL-SAVE HOLDINGS, INC., a Delaware corporation ("Parent"), and SYMETRICS INDUSTRIES, INC., a Florida corporation...Stock Option Agreement • December 22nd, 1997 • Tel Save Holdings Inc • Radiotelephone communications • Delaware
RECITALSRegistration Rights Agreement • September 24th, 2001 • Talk America • Radiotelephone communications • New York
PURCHASE AGREEMENT REGARDING THE STOCK OF EMERGENCY TRANSPORTATION CORPORATIONPurchase Agreement • January 20th, 1999 • Tel Save Com Inc • Radiotelephone communications • New York
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 AGREEMENTNon-Qualified Stock Option Agreement • December 19th, 2000 • Talk Com • Radiotelephone communications • Delaware
AmongMerger Agreement • July 23rd, 1997 • Tel Save Holdings Inc • Radiotelephone communications • New York
BETWEENServices Agreement • July 7th, 2000 • Talk Com • Radiotelephone communications • Virginia
Exhibit 10.1 SECOND AMENDMENT TO RIGHTS AGREEMENT SECOND AMENDMENT, dated as of December 13, 2002 (this "Amendment") to the Rights Agreement dated as of August 19, 1999, and amended as of September 19, 2001 (the "Agreement"), between Talk America...Rights Agreement • December 13th, 2002 • Talk America • Radiotelephone communications • Delaware
H-1Security Agreement • September 2nd, 1997 • Tel Save Holdings Inc • Radiotelephone communications • New York
EXHIBIT 4.4 [RESTATED ACCESS ONE COMMUNICATION CORP. 1997 STOCK OPTION PLAN OR RESTATED ACCESS ONE COMMUNICATIONS CORP. 1999 STOCK OPTION PLAN] INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 19th, 2000 • Talk Com • Radiotelephone communications • Delaware
D-1Guarantee Agreement • September 2nd, 1997 • Tel Save Holdings Inc • Radiotelephone communications • New York
EXHIBIT 10.2 TALK AMERICA HOLDINGS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of April 14, 2003, by and between Talk America Holdings, Inc., a Delaware corporation (the "Company"), and Helen Manich...Indemnification Agreement • May 14th, 2003 • Talk America Holdings Inc • Radiotelephone communications • Delaware
TEL-SAVE HOLDINGS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of _________, by and between Tel-Save Holdings, Inc., a Delaware corporation (the "Company"), and Edward B. Meyercord, III ("Indemnitee")....Indemnification Agreement • March 18th, 1997 • Tel Save Holdings Inc • Radiotelephone communications • Delaware
EXHIBIT 10.49 THIS NOTE IS SUBJECT TO THE RIGHTS OF MCG FINANCE CORPORATION (AND ITS SUCCESSORS, ASSIGNEES, TRANSFEREES, PLEDGEES, AND PARTICIPANTS) UNDER A SUBORDINATION AGREEMENT DATED OCTOBER 15, 1999.Promissory Note • July 7th, 2000 • Talk Com • Radiotelephone communications
EXHIBIT 4.5Warrant Agreement • April 2nd, 2001 • Talk Com • Radiotelephone communications • Delaware
EXHIBIT 10.5 GUARANTYGuaranty • November 14th, 2000 • Talk Com • Radiotelephone communications • Virginia
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • April 7th, 2000 • Talk Com • Radiotelephone communications • Delaware
This Settlement Agreement (the "Agreement"), dated as of November 20, 1997, by and among Intermedia Communications, Inc. ("ICI"), Moonlight Acquisition Corp. ("Moonlight"), Tel-Save Holdings, Inc. ("Tel-Save"), Shared Technologies Fairchild Inc.,...Settlement Agreement • November 24th, 1997 • Tel Save Holdings Inc • Radiotelephone communications • New York
RECITALSExchange Agreement • January 20th, 1999 • Tel Save Com Inc • Radiotelephone communications • New York
EXHIBIT 10.43 SUBLEASE AGREEMENT ------------------ This Sublease made the ____ day of January, 1997 (this "Sublease") by and between GEMINI AIR CARGO, LLC, a Delaware limited liability company, as successor-in-interest to Potomac Financial Group,...Sublease Agreement • April 2nd, 1999 • Tel Save Com Inc • Radiotelephone communications
LEASELease • April 2nd, 1999 • Tel Save Com Inc • Radiotelephone communications • Virginia
TOIndenture • March 14th, 2002 • Talk America • Radiotelephone communications • New York
EXHIBIT 99.1 SECOND AMENDMENT TO INVESTMENT AGREEMENT This AMENDMENT, dated as of August 2, 2000 (the "Second Amendment"), to the Investment Agreement, dated as of December 31, 1998 and previously amended as of February 22, 1999 (as in effect on the...Investment Agreement • August 3rd, 2000 • Talk Com • Radiotelephone communications
EXHIBIT 10.68 OFFICE LEASE by and between RESTON PLAZA I & II, LLC ("Landlord")Office Lease • April 1st, 2002 • Talk America • Radiotelephone communications • Virginia
Exhibit 4.4 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR...Warrant Agreement • November 5th, 1996 • Tel Save Holdings Inc • Radiotelephone communications • Delaware
ARTICLE ICredit Agreement • September 2nd, 1997 • Tel Save Holdings Inc • Radiotelephone communications • New York
