EXHIBIT 99.2 August 2, 2000 Mr. Gabriel Battista Chief Executive Officer Talk.com, Inc. 12020 Sunrise Valley Drive Reston, VA 22091 RE: INVESTMENT AGREEMENT BETWEEN TALK.COM, INC. AND AMERICA ONLINE, INC. DATED AS OF DECEMBER 31, 1998, AS AMENDED ON...

                                                                    EXHIBIT 99.2



                                                August 2, 2000



Xx. Xxxxxxx Xxxxxxxx
Chief Executive Officer
Xxxx.xxx, Inc.
00000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX  00000


     RE:  INVESTMENT  AGREEMENT BETWEEN XXXX.XXX,  INC. AND AMERICA ONLINE, INC.
          DATED AS OF DECEMBER 31, 1998,  AS AMENDED ON FEBRUARY 22, 1999 AND AS
          FURTHER AMENDED ON AUGUST 2, 2000 (THE "INVESTMENT AGREEMENT")

Dear Xx. Xxxxxxxx:

     This letter  confirms  that America  Online does not intend to exercise its
right to receive a Make Whole  Amount (as defined in the  Investment  Agreement)
pursuant to Section 5.1(b) of the Investment Agreement before December 31, 2000.


                                   Sincerely,



                                   Xxx Xxxxxxxxx
                                   Senior Vice President - Business Affairs



cc:      Xxxx X. Xxxxxxxxx
         Xxxxxxx X. Leader
         Xxxxxx X. Xxxxxxx