Sample Business Contracts

Voting Agreement - Anthony D. Autorino and Tel-Save Holdings Inc.

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                                VOTING AGREEMENT

         This Voting Agreement ("Agreement") is entered into as of July 16, 1997
by and between Anthony D. Autorino (the  "Stockholder")  and Tel-Save  Holdings,
Inc., a Delaware corporation ("Acquiror").

         WHEREAS,  Shared  Technologies  Fairchild Inc., a Delaware  corporation
(the  "Company"),  Acquiror and TSHCo,  Inc., a Delaware  corporation,  a wholly
owned  subsidiary of Acquiror  ("Merger  Sub"),  are parties to an Agreement and
Plan of  Merger  dated  as of July  16,  1997  (the  "Merger  Agreement")  which
provides, among other things, for the merger of the Company with and into Merger
Sub (the  "Merger"),  with Merger Sub as the  surviving  corporation  becoming a
wholly owned subsidiary of Acquiror and which must be approved by holders of the
requisite  percentages of the outstanding shares of capital stock of the Company
entitled to vote upon the Merger  (such  shares of capital  stock,  the "Company
Common Stock") at a special meeting of the Company's  stockholders (the "Special
Meeting") called for the purpose of approving the Merger, all in accordance with
the  requirements  of  the  Delaware  General  Corporation  Law,  the  Company's
Certificate of Incorporation and the Company's By-Laws;

         WHEREAS,   as  of  the  date  hereof,   the  Stockholder  owns  (either
beneficially or of record) the number of shares (the "Shares") of Company Common
Stock set forth opposite such Stockholder's name on Schedule A hereto; and

         WHEREAS,  as a condition to the  willingness  of Acquiror to enter into
the Merger  Agreement,  Acquiror has requested that the Stockholder  execute and
deliver to Acquiror and Merger Sub this Agreement;


         NOW, THEREFORE, the parties agree as follows:

         1. Agreement to Vote Shares.  The Stockholder agrees to vote the Shares
and any other shares of Company  Common Stock which he,  directly or indirectly,
controls at the Special  Meeting or at any other meeting of the  stockholders of
the Company, however called, and in any action by consent of the stockholders of
the Company (a) in favor of the  Merger,  (b) in favor of the Merger  Agreement,
and (c) against any amendment of the Company's  Certificate of  Incorporation or
By-Laws or other  proposal or  transaction  involving  the Company or any of its
subsidiaries  which  amendment  or other  proposal or  transaction  would in any
manner  impede,  frustrate,  prevent  or  nullify,  or result in a breach of any
covenant, representation or warranty or any other obligation or agreement of the
Company under or with respect to, the Merger, the Merger Agreement or any of the
other transactions contemplated by the Merger Agreement.

         2. Covenants.  The  Stockholder  agrees with respect to himself and the
Shares he owns that:

                  (a) He shall  not,  except  consistent  with the terms of this
         Agreement,  (i) transfer (which term shall include, without limitation,
         for the purposes of this  Agreement,  any sale,  gift,  pledge or other
         disposition),  or consent to any  transfer of, any or all of the Shares
         or any interest therein, (ii) enter into any contract,  option or other
         agreement or  understanding  with respect to any transfer of any or all
         of the Shares or any interest therein, (iii) take any other action that
         would in any way restrict,  limit or interfere with the  performance of
         his or its  obligations  hereunder  or  the  transactions  contemplated
         hereby, or (iv) grant any proxies or powers of attorney with respect to
         any of the Shares, deposit any Shares into a voting trust or enter into
         a voting  agreement  with respect to such Shares.  Notwithstanding  the
         foregoing,  the  Stockholder  may  transfer  his or its  Shares if such
         transferee  becomes  a party to and  bound by all of the  terms of this

                  (b) He will not enter into any  transaction,  take any action,
         or directly or indirectly cause any event to occur that would result in
         any of the  representations  or  warranties of the  Stockholder  herein
         contained not being true and correct at and as of the time  immediately
         after the occurrence of such transaction, action or event.

                  (c) He has no present  intention  to sell the  Company  Common
         Stock acquired by him pursuant to the


         Merger. He agrees that he will not sell,  transfer or otherwise dispose
         of any Company  Common Stock for 30 days prior to the effective date of
         the Merger or any Company  Common  Stock  received by him in the Merger
         until after such time as results  covering at least 30 days of combined
         operations of the Company and Acquiror have been published by Acquiror,
         in the form of a quarterly earnings report, a report to the SEC on Form
         10-K,  10-Q or 8-K, or any other public  filing or  announcement  which
         includes such combined results of operations.

         3.  Representations  and  Warranties.  The  Stockholder  represents and
warrants with respect to himself and the Shares he owns that:

                  (a) He is the  record  or  beneficial  owner of the  number of
         Shares set forth on  Schedule A opposite  his name and,  except for the
         Shares,  he is not the record or beneficial  owner of any shares of the
         Company Common Stock.

                  (b) This Agreement has been duly executed and delivered by the
         Stockholder and constitutes the legal,  valid and binding obligation of
         the Stockholder, enforceable against the Stockholder in accordance with
         its terms.  The  Stockholder  has all necessary  power and authority to
         execute  and  deliver  this  Agreement,   to  perform  its  obligations
         hereunder  and to  consummate  the  transactions  contemplated  hereby.
         Neither  the  execution   and  delivery  of  this   Agreement  nor  the
         consummation by the Stockholder of the transactions contemplated hereby
         will result in a violation of, or a default  under,  or conflict  with,
         any contract, trust, commitment, agreement, understanding,  arrangement
         or restriction of any kind to which the Stockholder is a party or bound
         or to which the Shares are subject  which would  materially  impair the
         ability of the  stockholder to perform  hereunder.  Consummation by the
         Stockholder of the transactions  contemplated  hereby will not violate,
         or require any consent,  approval,  or notice under, any  provision  of
         any  judgment,   order,  decree,   statute,  law,  rule  or  regulation
         applicable  to the  Stockholder  or the  Shares,  except for any filing
         under the  Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976,  as
         amended,  and the filing of an amendment to the Schedules  13D, if any,
         filed by the Stockholder with respect to the Company Common Stock.

                  (c) The Shares owned by him and the certificates  representing
         such  Shares are now and at all times  during the term  hereof  will be
         held by the Stockholder


         or by a nominee or  custodian  for his  benefit,  free and clear of all
         liens,   claims,   security  interests,   proxies,   voting  trusts  or
         agreements,  understandings  or arrangements or any other  encumbrances
         whatsoever,  except  for  any  such  encumbrances  or  proxies  arising

                  No  broker,  investment  banker,  financial  adviser  or other
         person is entitled to any broker's,  finder's,  financial  adviser's or
         other similar fee or commission  in  connection  with the  transactions
         contemplated  hereby  based upon  arrangements  made by or on behalf of
         such Stockholder.

         4. Certain Events.  The Stockholder  agrees that this Agreement and the
obligations  hereunder  shall  attach  to the  Shares  owned by him and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Shares shall pass,  whether by operation of law or otherwise,  including without
limitation such person's heirs, guardians,  administrators or successors. In the
event   of  any   stock   split,   stock   dividend,   merger,   reorganization,
recapitalization  or  other  change  in the  capital  structure  of the  Company
affecting the Company Common Stock, or the  acquisition of additional  shares of
Company  Common Stock by the  Stockholder,  this  Agreement and the  obligations
hereunder shall attach to any additional shares of Company Common Stock or other
voting  securities of the Company issued to or acquired by the  Stockholder.  In
the event of a stock dividend or  distribution,  or any change in Company Common
Stock by reason of any stock dividend, split-up, recapitalization,  combination,
exchange of shares or the like,  the term  "Shares"  shall be deemed to refer to
and include the Shares as well as all such stock dividends and distributions and
any  shares  into  which or for which any or all of the Shares may be changed or

         5. Specific Enforcement of Voting Agreement.  The Stockholder expressly
acknowledges  that damages  alone will not be adequate  remedy for any breach by
the  Stockholder of this  Agreement and that Acquiror,  in addition to any other
remedies  it may have,  will be  entitled  as a matter of right,  to  injunctive
relief,  including specific performance,  in any court of competent jurisdiction
with  respect  to any  actual or  threatened  breach by the  Stockholder  of the
provisions of this Agreement.

         6. Termination.  This Agreement,  and all rights and obligations of the
parties  hereunder,  shall  terminate  upon  the  first  to  occur  of  (a)  the
consummation of the Merger, (b) January 15, 1998, or (c) the date of termination
of the Merger Agreement by any of the parties thereto.


         7. Miscellaneous.

                  (a) All communication under this Agreement shall be in writing
         and shall be deemed given if delivered  personally or sent by overnight
         courier  (providing  proof of delivery) to the parties at the following
         addresses  (or at such other  address for a party as shall be specified
         by like notice):

                           If to Acquiror:
                           6805 Route 202
                           New Hope, Pennsylvania  18938
                           Attention:  Aloysius T. Lawn, IV
                           Telecopy:  (215) 862-1085

                           with a copy to:
                           Arnold & Porter
                           399 Park Avenue
                           New York, New York  10022
                           Attention:  Jonathan C. Stapleton
                           Telecopy:  (215) 715-1399

                           If to the Stockholder:
                           c/o Shared Technologies Fairchild Inc.
                           100 Great Meadow Road
                           Wethersfield, CT  06109
                           Attention:  Kenneth Dorros
                           Telecopy:  (860) 258-2455

                           with a copy to:
                           Cahill Gordon & Reindel
                           80 Pine Street
                           New York, New York  10005
                           Attention:  James J. Clark, Esq.
                           Telecopy No.:  (212) 269-5420

                  (b) The headings contained in this Agreement are for reference
         purposes  only  and  shall  not  affect  in  any  way  the  meaning  or
         interpretation of this Agreement.

                  (c) This Agreement  constitutes the entire agreement  relating
         to  the  subject  matter  covered  herein,  and  supersedes  all  prior
         agreements and understandings, both written and oral, among the parties
         with respect to the subject matter hereof.

                  (d) Neither this Agreement nor any of the rights, interests or
         obligations  under this  Agreement  shall be  assigned,  in whole or in
         part, by operation of law or otherwise,  by any of the parties  without
         the prior  written  consent  of the  other  parties,  except  that this
         Agreement shall be binding upon the Stockholder and his


         successors and assigns and except as provided in Section 2(a).

                  (e) The construction and performance of this Agreement will be
         governed by the laws of the State of Delaware,  regardless  of the laws
         that might otherwise govern under applicable principles of conflicts of
         laws thereof.

                  (f) If any term, provision, covenant or restriction herein, or
         the application  thereof to any circumstance,  shall, to any extent, be
         held  by a court  of  competent  jurisdiction  to be  invalid,  void or
         unenforceable,  the remainder of the terms,  provisions,  covenants and
         restrictions   herein  and  the   application   thereof  to  any  other
         circumstances,  shall remain in full force and effect, shall not in any
         way be affected, impaired or invalidated,  and shall be enforced to the
         fullest extent permitted by law.

                  (g) The  Stockholders  agrees that  irreparable  damage  would
         occur and that  Acquiror  would not have any adequate  remedy at law in
         the  event  that  any of the  provisions  of this  Agreement  were  not
         performed in accordance  with their  specific  terms or were  otherwise
         breached.  It is accordingly  agreed that Acquiror shall be entitled to
         an injunction or injunctions to prevent  breaches by any Stockholder of
         this Agreement and to enforce  specifically the terms and provisions of
         this  Agreement in any court,  in addition to any other remedy to which
         it is entitled at law or in equity.  In  addition,  each of the parties
         hereto (i) consents to submit such party to the  personal  jurisdiction
         of any Federal  court  located in the State of Delaware or any Delaware
         state court in the event any dispute  arises out of this  Agreement  or
         any of the  transactions  contemplated  hereby,  (ii)  agrees that such
         party will not attempt to deny or defeat such personal  jurisdiction by
         motion or other  request for leave from any such court and (iii) agrees
         that such party will not bring any action relating to this Agreement of
         any of the transactions  contemplated  hereby in any court other than a
         Federal  court  sitting in the State of  Delaware  or a Delaware  state

                  (h) No  amendment,  modification  or waiver in respect of this
         Agreement  shall be  effective  against any party unless is shall be in
         writing and signed by such party.

                  (i)  This   Agreement   may  be   executed   in  one  or  more
         counterparts, all of which shall be considered one and


         the  same  agreement,  and  shall  become  effective  when  one or more
         counterparts  have been signed by each of the parties and  delivered to
         the other parties,  it being  understood that all parties need not sign
         the same counterpart.


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
agreement to be duly executed all as of the day and year first above written.

                                      /s/ Anthony D. Autorino
                                      Anthony D. Autorino

                                      TEL-SAVE HOLDINGS, INC.

                                       By: /s/ Edward B. Meyercord, III
                                       Name: Edward B. Meyercord, III
                                       Title: Executive Vice President


                                   SCHEDULE A

Stockholder                                             Number of Shares Owned
Anthony D. Autorino                                     779,618