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Voting Trust Agreement - Daniel Borislow, America Online Inc. and Tel-Save Holdings Inc.

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                             VOTING TRUST AGREEMENT

           This VOTING TRUST  AGREEMENT,  dated as of February  22, 1997,  among
DANIEL  BORISLOW  ("Trustee"),  AMERICA  ONLINE,  INC.,  a Delaware  corporation
("AOL")  and  TEL-SAVE  HOLDINGS,  INC.,  a Delaware  corporation  ("Holdings").
Capitalized  terms used herein  without  definition  shall have the meanings set
forth in the Marketing Agreement described in the first recital below.

                              W I T N E S S E T H:

           WHEREAS, AOL, Tel-Save,  Inc., a Pennsylvania  corporation ("TS") and
Holdings  have  entered  into  a  telecommunications  marketing  agreement  (the
"Marketing Agreement"), dated as of February 22, 1997, pursuant to which AOL has
agreed to market  telecommunications  services to be provided by TS to customers
of AOL's online  services on the terms and subject to the  conditions  set forth

           WHEREAS,  pursuant to the terms of the Marketing Agreement,  Holdings
entered into two Warrant Agreements,  each dated as of the date hereof (together
with each Additional Warrant described below, the "Warrants" or individually,  a
"Warrant"),  one giving AOL the right to acquire  5,000,000 shares of the common
stock,  par value $.01 per share,  of Holdings (the "Holdings  Common Stock") on
the terms and subject to the  conditions  thereof,  and the other giving AOL the
right to acquire up to  7,000,000  shares of Holdings  Common Stock on the terms
and subject to the conditions thereof;

           WHEREAS, upon the terms and conditions of the Marketing Agreement, in
connection with each of the first two Extension  Periods elected by AOL, if any,
Holdings shall deliver to AOL an Additional  Warrant to purchase up to 1,000,000
shares of Holdings Common Stock;

           WHEREAS,  pursuant  to the  terms  and  conditions  of the  Marketing
Agreement,   AOL,  TS  and  Holdings  have  entered  into  a  Warrantholder  and
Stockholders  Agreement,  dated as of the date  hereof (the  "Warrantholder  and
Stockholder  Agreement"),  pursuant  to  which  AOL  has  been  granted  certain
registration rights in connection with the Holdings Common Stock issuable


to AOL pursuant to the exercise of the Warrants in accordance with its terms and
has agreed to certain  restrictions  on the resale of the Holdings Common Stock;

           WHEREAS,  AOL has agreed to give Trustee the right to vote all of the
shares  of  Holdings  Common  Stock  to be  issued  to it upon  exercise  of its
Warrants, upon the terms and conditions set forth below.

           NOW,  THEREFORE,  in consideration of the terms and conditions herein
contained,  each of the parties,  intending to be legally bound hereby, agree as

           1. Creation of Voting Trust.  Upon exercise of any of the Warrants by
AOL, AOL agrees,  subject to Section 3 below,  that the  certificates  for those
shares of Holdings  Common Stock issued upon such exercise will be registered in
the name of AOL and AOL shall  immediately  transfer and deposit  with  Trustee,
duly endorsed,  or accompanied by duly executed stock powers in favor of Trustee
pursuant to Section 6 below, all such certificates for the purpose of vesting in
Trustee  such  rights and voting  powers as are more fully set forth  herein and
subject to the terms and conditions set forth herein.  All voting  securities of
Holdings  received by AOL with respect to the Holdings  Common Stock  originally
transferred to Trustee,  including,  but not limited to, stock dividends,  stock
splits,  and other  recapitalizations,  shall likewise be held in trust with the
Trustee.  Such voting  securities  of Holdings  received  with  respect,  and in
addition,  to the Holdings  Common Stock  originally  transferred to Trustee are
hereafter referred to collectively as the "Trust Stock."

           (b) In exchange for such Trust Stock,  Trustee shall issue to AOL (or
any  transferee of AOL provided AOL gives written  notice to Trustee of the name
and address of the transferee) voting trust certificates ("Trust Certificates"),
in the form  attached  hereto as Appendix  1. All  distributions  received  with
respect  to the Trust  Stock  that are not in the form of voting  securities  of
Holdings,  including, but not limited to, cash dividends, cash distributions and
non-voting securities, shall be promptly transferred by Trustee to AOL or to the
then holder of the Trust  Certificates  if AOL has advised Trustee in writing of
any transfer of the


Trust Certificates as provided above.  Trustee hereby accepts his appointment as
voting trustee hereunder.

           2. Power and  Authority  of  Trustee.  Trustee  shall  possess and be
entitled to exercise all of the voting  rights and voting  powers of an absolute
owner of the Trust  Stock  including,  but not limited to, the power to vote (i)
for election or removal of directors,  (ii) for amendments to Holdings' Articles
of  Incorporation  or By-laws,  and (iii) to merge,  consolidate,  liquidate  or
dissolve  Holdings or sell all or  substantially  all of the assets of Holdings.
Further, in connection with the election of a Company Designee(s) (as defined in
the  Warrantholder  and Stockholders  Agreement),  Trustee shall vote such Trust
Stock and any shares of Holdings Common Stock  beneficially  owned by Trustee in
favor of such Company Designee(s).

           3. Term. The trust hereby created shall terminate upon the earlier to
occur of (i) Trustee ceasing to serve as either the Chief  Executive  Officer or
Chairman of the Board (and as Chairman  is involved in the  business  affairs of
Holdings)  of  Holdings;  (ii) the sale of all of the  Trust  Stock  issued  and
issuable to AOL upon exercise of its Warrants in  accordance  with the terms and
conditions  hereof;  and (iii) a "change of control" of  Holdings.  A "change of
control"  shall be  deemed to have  occurred  upon the  happening  of any of the
following events:

                    1. A person  other  than Mr.  Borislow  or Gary  McCulla  is
elected by the Board of Directors to serve as the Holdings'  principal executive

                    2.   During  any  period  of  twelve   consecutive   months,
individuals  who at the  beginning  of such  period  constituted  the  Board  of
Directors of Holdings  (together  with any new or  replacement  directors  whose
election by the Board of Directors or whose nomination for election by Holdings'
stockholders  was approved by a vote of at least 66-2/3% of the  directors  then
still in office who were either  directors  at the  beginning  of such period or
whose election or nomination for election was previously so approved)  cease for
any reason to constitute a majority of the directors then in office;


                    3.  Within  any  period of twelve  consecutive  months,  any
"person" or "group" (each as defined in Section 13(d) of the Securities Exchange
Act of  1934,  as  amended  (the  "Exchange  Act")),  who or  which  was  not an
"Affiliate"  (as defined in the  Exchange  Act) of Holdings at the  beginning of
such period,  becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange  Act) of more  than 50% of the total  voting  power of all  classes  of
voting stock of Holdings; or

                    4. Any merger,  consolidation,  sale of all or substantially
all of the assets of Holdings or stock acquisition.

Upon termination of this Agreement (either pursuant to this Section 3 or Section
4), the Trustee shall deliver  certificates for the Trust Stock then held by the
Trustee to AOL or the then holders of the Trust Certificates.

           4. AOL's Right to Sell Trust Stock.  AOL shall have the right, at any
time,  to withdraw  Trust Stock from the Voting  Trust  created  hereunder if it
intends to immediately sell such stock,  either privately or publicly;  provided
that such sale is made pursuant to the terms and conditions of the Warrantholder
and Stockholders  Agreement (including the provisions  restricting the resale of
such Trust Stock) and not in violation of the  provisions  of  subparagraph  (b)
below.  If AOL shall elect to exercise such right,  the Voting Trustee shall use
all reasonable efforts to withdraw the Trust Stock from the Voting Trust as soon
as practicable to permit such sale;  provided that if such sale is not effected,
AOL shall  promptly  return any such  stock to the  Voting  Trust and such stock
shall, until such sale, continue to be Voting Stock.

           (b) For the term of this Agreement, AOL shall not be permitted to do,
either directly or indirectly, any of the following:

               (i) knowingly  sell any of the Trust Stock to any person or group
           (within the meaning of Section 13(d) of the  Securities  Exchange Act
           of 1934,  as amended and related rules (the  "Exchange  Act") who has
           publicly  indicated  the desire or intention  to acquire  Holdings by
           merger, consolidation or other form of business


           combination  or to  acquire  any or all or  substantially  all of the
           assets of Holdings;

               (ii)  knowingly  become a member of a group  other  than with any
           related person(s) for the purpose of acquiring, holding, disposing or
           voting of securities of Holdings (within the meaning of Section 13(d)
           of the Exchange Act and related rules);

unless,  in the event of clause  (i),  Mr.  Borislow  shall have  indicated  his
intention  to sell to such group and, in the case of clause  (ii),  the Board of
Directors of Holdings shall not have rejected the offer.

           (c) Upon the sale of such Trust  Stock in  accordance  with the terms
and conditions hereof, such stock shall cease to be Trust Stock.

           5.  Trustee's  Duties and  Immunities.  In voting the shares of Trust
Stock or in doing any act with respect to the control or  management of Holdings
or its affairs,  either in person or by proxy,  Trustee shall act in good faith.
AOL hereby waives any conflict of interest that Trustee may  personally  have so
long as Trustee  has acted in good  faith.  Trustee  shall not be liable for any
error  of  judgment  or  mistake  of law or  other  mistake,  and  shall  not be
responsible   for  any  act  or  omission   with   respect  to  his  duties  and
responsibilities as voting trustee, or for any losses that may result therefrom,
unless  such  losses can be proven by clear and  convincing  evidence  to be the
result of willful misconduct, gross negligence or bad faith.

           6. Endorsement.  The certificates for shares of Holdings Common Stock
issued  to AOL and  transferred  and  assigned  to  Trustee  hereunder  shall be
endorsed as follows:

               The  shares  represented  by  this  certificate  are  subject  to
               restrictions  imposed by the federal  Securities  Act of 1933, as
               amended and applicable  state securities laws. The shares may not
               be sold or  transferred  in the  absence  of  registration  or an
               exemption  therefrom  under such  Securities Act of 1933 and such
               applicable  state  securities  laws.


               In  addition,  all shares  represented  by this  certificate  are
               subject to a Warrantholder and Stockholder  Agreement dated as of
               February 22, 1997, and a Voting Trust Agreement,  dated as of the
               same date, both of which are at the office of Tel-Save  Holdings,
               Inc., New Hope, Pennsylvania.

           7. Trustee's  Indemnity.  Trustee shall be entitled to be indemnified
fully  against  all costs,  charges,  expenses  and other  liabilities  properly
incurred  by Trustee in the  exercise of any power  conferred  upon him by these
presents; and AOL hereby covenants with Trustee that in the event that AOL shall
hold harmless and keep  indemnified  Trustee from all loss or damage that he may
sustain or be put to by reason of anything he may  lawfully do in the  execution
of this Agreement.

           8.  Appointment of Substitute  Trustee.  In the event that Trustee is
unable for any reason to vote the Trust Stock,  but continues to hold the office
of Chief Executive Officer or Chairman of the Board (and as Chairman is involved
in the  business  affairs of  Holdings) of  Holdings,  Trustee  shall  appoint a
substitute Trustee (and give notice to AOL of such appointment),  and any person
so appointed shall thereupon be vested with all the duties, powers and authority
of a Trustee  hereunder  as if  originally  named herein for the sole purpose of
casting a particular vote at the direction of Trustee.

           9. Reports.  Trustee is hereby  authorized  and instructed to prepare
and file any reports  with  respect to the Trust Stock as may be required  under
state  or  federal  securities  laws.  AOL will  cooperate  in any way as may be
reasonably necessary for the preparation and filing of any such reports.

           10. General.  This Agreement  contains the entire  understanding  and
agreement of the parties with respect to the subject matter contained herein. No
amendment or  supplement  to this  Agreement  or waiver  hereof shall be binding
unless reduced to writing and signed by all of the parties  hereto.  Words shall
be construed to be of such number and gender as the circumstances  require. This
Agreement  shall inure to the benefit of and be legally binding upon the parties


hereto  and the  heirs,  executors,  administrators,  successors,  assigns,  and
transferees  of them and each of them.  This  Agreement  shall be construed  and
enforced  in  accordance  with the laws of the State of Delaware  applicable  to
contracts  made  and to be  performed  solely  in the  State of  Delaware.  This
Agreement may be executed in one or more counterparts, each of which so executed
shall be  deemed  to be an  original  and  such  counterparts  shall,  together,
constitute and be one and the same document.


           IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement
the day and year first above written.


   Name: Daniel Borislow              Name: David M. Colburn
   Title: Chairman & CEO              Title: Senior Vice-President

By:_________________________          DANIEL BORISLOW,
                                      Voting Trustee


                                                                      Appendix 1

                            VOTING TRUST CERTIFICATE

                             TEL-SAVE HOLDINGS, INC.
                    (A Corporation in the State of Delaware)

No.___________________                             _________ Common Shares


           This is to certify that _______,  (hereinafter  call the "Holder") or
its  transferor  has  deposited  under the Voting  Trust  Agreement  hereinafter
mentioned a certificate or  certificates  for ________ shares of Common Stock of
Tel-Save Holdings, Inc. (hereinafter called the "Corporation"), a corporation of
the State of  Delaware,  and  until the  termination  of the said  Voting  Trust
Agreement is entitled to receive  payments equal to the amount of dividends,  if
any,  received  by the  Trustee  upon the  shares of stock  represented  by this
certificate,  less any taxes imposed thereon that the Trustee may be required to
pay thereon or to withhold  therefrom  under any present or future law affecting
the  matter  and also less the  expenses  of the  Trustee.  The  shares of stock
deposited  hereunder  are  shares  of the  only  class  of  common  stock of the
Corporation  issued and  outstanding  at the date of the aforesaid  Voting Trust
Agreement,  and this certificate shall likewise  represent any and all shares of
stock of said class or of any other class or classes which, upon any increase or
reclassification  of the class of stock of the corporation,  shares of which are
at the time deposited under said Voting Trust Agreement, shall be issued in lieu
of, or in respect of, the shares of stock so originally  deposited,  which stock
shall have been  received by the Trustee on account of his  ownership as Trustee
of the stock  theretofore  held by him under the said Voting Trust Agreement and
represented by this certificate.

           Upon the termination of the Voting Trust  Agreement,  the holder,  or
registered  assigns,  shall be entitled to receive a certificate or certificates
for the number of shares of stock of such class represented by this Voting Trust
Certificate.  Until  the  actual  delivery  to the  holder  hereof  of the stock
certificate or certificates  represented or called for hereby, the Trustee shall
possess,  and shall be entitled to


exercise, all rights and powers of absolute owners and holders of record of said
stock deposited hereunder,  including the right to vote for every purpose and to
consent to or waive any corporate act of the  corporation  of any kind; it being
expressly  stipulated that no voting right, or right to give consents or waivers
in respect of such stock,  passes to the holder hereof or such holder's  assigns
by or under this certificate or by or under any agreement, express or implied.

           This  certificate  is issued under and pursuant to, and the rights of
the holder  hereof are subject to and limited by, the terms and  conditions of a
Voting Trust  Agreement,  dated the ___ day of February  1997, and the duplicate
original of the Voting  Trust  Agreement  has been filed in and will be found at
the  office  of the  Corporation,  Wilmington,  Delaware.  At all  times  during
business  hours the Voting Trust  Agreement is and will be open to inspection by
any stockholder of the corporation or his or her attorney.

           Stock  certificates  shall be due for delivery and shall be delivered
by the Trustee at said office of the  Corporation,  in exchange for Voting Trust
Certificates, upon the termination of said Voting Trust Agreement, in accordance
with its provisions or in accordance with law.

           In the event of the  dissolution  or total or partial  liquidation of
the Corporation the money and other property  received by the Trustee in respect
of the stock  represented by this certificate  shall be paid or delivered to the
holder of record hereof,  but only upon surrender of this certificate in case of
dissolution or the  presentation of this certificate for the notation thereon of
the distribution in case of a partial liquidation.

           This  certificate  and the right,  title and  interest  in and to the
shares of stock in respect of which this certificate is issued, are transferable
on the books of the Corporation by the registered  holder hereof in person or by
attorney duly authorized, according to the rules established for that purpose by
the  Corporation  and on  surrender  hereof  properly  assigned;  and  until  so
transferred the Corporation may treat the registered  holder hereof as the owner
for all


purposes  whatsoever  except that no delivery  of stock  certificates  hereunder
shall be made without the surrender hereof.

           As a condition  of making or  permitting  any transfer or delivery of
stock  certificates  or Voting Trust  Certificates,  the Trustee may require the
payment of a sum  sufficient  to pay or reimburse him for any stamp tax or other
Governmental charge in connection therewith and for his expenses as Trustee.

           IN WITNESS WHEREOF, the Trustee has signed this certificate this ____
day of February, 1997.

                                                  Daniel Borislow