printer-friendly

Sample Business Contracts

Exchange Agreement - Tel-Save.com Inc., Mark Pavol, and D&K Grantor Retained Annuity Trust

Sponsored Links

                               EXCHANGE AGREEMENT

     THIS EXCHANGE  AGREEMENT (this "Agreement") is entered into as of this 31st
day of December, 1998, by and between Tel-Save.com, Inc., a Delaware corporation
(the "Company"),  Tel-Save, Inc., a Pennsylvania corporation and a subsidiary of
the Company  (the  "Subsidiary"),  and Mark Pavol as Trustee of that certain D&K
Grantor  Retained  Annuity  Trust dated June 15, 1998 (the  "Participant").  The
Company,  the  Subsidiary,  and the  Participant  shall sometimes be referred to
individually as a "Party" and two or more of them shall sometimes be referred to
collectively as the "Parties."


                                    RECITALS

     A.   The Company owns and holds four  Subordinated  Promissory  Notes, each
          dated  August  25,  1998,  each  made  by  Communication   Telesystems
          International,  d.b.a. WorldxChange  Communications  ("WorldxChange"),
          and each originally made payable to Gerard Klauer Mattison & Co., Inc.
          ("GKM") (except that the  Subordinated  Promissory Note in the initial
          principal  amount of  $1,200,000  was  originally  made payable to the
          Company).  These  notes  are  in  the  initial  principal  amounts  of
          $20,000,000,  $20,000,000,  $15,000,000, and $1,200,000, respectively.
          Copies of these notes are attached hereto as Exhibits A-1 through A-4,
          respectively.  These notes shall be referred to sometimes individually
          as a "WorldxChange Note" and collectively as the "WorldxChange Notes."

     B.   The  WorldxChange  Notes  are  secured  as  provided  in that  certain
          Security  Agreement  dated  as of  August  25,  1998,  by and  between
          WorldxChange  and GKM (the  "Security  Agreement"),  and by those  two
          certain Stock Pledge Agreements,  each dated as of August 25, 1998, by
          and between GKM and Roger B. Abbott and  Rosalind M. Abbott and Edward
          S. Soren, respectively (collectively, the "Pledge Agreements"). A copy
          of the Security  Agreement is attached  hereto as Exhibit B. Copies of
          the Pledge  Agreements  are  attached  hereto as Exhibits C-1 and C-2,
          respectively.  The WorldxChange  Notes are subordinated as provided in
          that  certain  Intercreditor  Agreement  dated as of August 25,  1998,
          between Foothill Capital Corporation,  a California  corporation,  the
          Company,  and  GKM  (the  "Intercreditor  Agreement").  A copy  of the
          Intercreditor   Agreement  is  attached   hereto  as  Exhibit  D.  The
          WorldxChange Notes, the Security Agreement, the Pledge Agreements, and
          the  Subordination  Agreement  may  sometimes  be  referred  to herein
          collectively as the "WorldxChange Loan Documents."


                                       1

<PAGE>


     C.   GKM has assigned to the Company all of its rights, title, and interest
          in and to: each of the WorldxChange Notes, the Security Agreement, and
          the two Pledge Agreements.

     D.   The  Participant  owns and  holds  those  certain  4-1/2%  Convertible
          Subordinated  Promissory  Notes  due 2002 in the  aggregate  principal
          amount of $16,070,000,  and those certain 5% Convertible  Subordinated
          Promissory  Notes  due  2004  in the  aggregate  principal  amount  of
          $46,475,000,  each made by the Company.  These notes shall be referred
          to sometimes  individually as a "Company Note" and collectively as the
          "Company Notes."

     E.   The  Parties  desire  that the  Company  grant to the  Participant  an
          approximately   ninety-nine   percent  (99%)   participation   in  the
          WorldxChange  Notes, that the Participant  assign the Company Notes to
          the Company,  that the  Subsidiary  act as collateral  and  collection
          agent with  regard to the  WorldxChange  Notes,  and that the  Parties
          enter into certain related transactions, all as set forth herein.

          NOW,  THEREFORE,  in consideration of the covenants and agreements set
forth below,  and for other  consideration  the receipt and adequacy of which is
hereby acknowledged, the Parties hereby agree as follows:


     1.   Recitals.  The Parties acknowledge and agree that the Recitals to this
Agreement are true and correct.

     2.   The Company Notes.

          2.1  The  Participant  represents and warrants to the Company that the
               Participant  is the owner and holder of the Company  Notes,  free
               and clear of any and all liens, claims, and encumbrances,  except
               for restrictions imposed by applicable securities laws.

          2.2  This Agreement has been duly authorized,  executed, and delivered
               by the Trustee and,  when  executed and  delivered by the Company
               and the  Subsidiary,  shall  constitute  the  valid  and  binding
               agreement  of  the  Trust,   enforceable  against  the  Trust  in
               accordance  with its terms.  This  Agreement does not violate any
               charter  document  of the  Trust nor any  agreement  by which the
               Trust or any of its property is bound.

          2.3  The  Participant's  Interest is being acquired by the Trustee for
               investment for the Trust's  account,  not as an agent or nominee,
               and not with a view to the resale or  distribution  thereof.  The
               Trustee understands that the Participant's  Interest has not been
               registered or qualified under any applicable  securities laws and
               that the

                                       2


<PAGE>

               transfer   thereof  is  restricted  by  such  laws.  The  Trustee
               represents  that he is experienced in evaluating and investing in
               interests  similar  to the  Participant's  Interest  and has such
               knowledge and experience in financial and business  matters as to
               be capable of evaluating the merits and risks of such investment,
               and that the Trust has the ability to bear the economic  risks of
               such investment.

          2.4  The  Participant  acknowledges  that  it has  entered  into  this
               Agreement in reliance upon its own independent  investigation  of
               all relevant facts and circumstances,  and not in reliance on any
               information, representation, or advice provided by the Company or
               the Subsidiary.  The Participant  further  acknowledges  that the
               Participant  shall,  independently  and  without  reliance on the
               Company  or the  Subsidiary  and  based  on  such  documents  and
               information  as the  Participant  deems  appropriate at the time,
               continue to make its own  independent  credit and other decisions
               in taking or not taking any action under this Agreement.

          2.5  The Participant hereby absolutely and irrevocably sells, assigns,
               and  transfers  to the Company all of the  Participant's  rights,
               title,  and  interest in and to each of the Company  Notes.  Such
               rights are evidenced only by a book entry and not by a promissory
               note.

          2.6  Concurrently   with  the  execution  and  delivery  hereof,   the
               Participant is delivering to the Company an appropriate letter of
               authorization  transferring the Company Notes to an account to be
               designated by the Company.

     3.   The WorldxChange Notes.

          3.1  The Company  represents and warrants to the Participant  that the
               Company is the owner and holder of the WorldxChange  Notes,  free
               and clear of any and all liens, claims, and encumbrances,  except
               for restrictions imposed by applicable  securities laws, and that
               the  Company  is  the  sole  Secured  Party  under  the  Security
               Agreement and under the Pledge Agreements.

          3.2  This Agreement has been duly authorized,  executed, and delivered
               by  the  Company  and  the  Subsidiary  and,  when  executed  and
               delivered by the Trustee,  shall constitute the valid and binding
               agreement of the Company and the Subsidiary,  enforceable against
               the Company and the Subsidiary in accordance with its terms. This
               Agreement does not violate the  Certificate of  Incorporation  or
               By-Laws of the Company or the  Subsidiary,  nor any  agreement by
               which the Company or the  Subsidiary or any of their  property is
               bound. Neither the Company nor the Subsidiary has any actual


                                       3

<PAGE>


               knowledge  of:  (a) any claim or offset by  WorldxChange  against
               either the  Company  or the  Subsidiary;  nor (b) any  defense by
               WorldxChange to the enforcement of the WorldxChange Notes.

          3.3  Subject to the terms of this Agreement, the Company hereby grants
               and  sells  to  the  Participant,   and  the  Participant  hereby
               purchases  from the Company  (without  recourse to the Company or
               the Subsidiary except to the extent expressly provided in Section
               5 hereof) a ninety-nine  percent (99%) undivided  interest in the
               WorldxChange  Notes subject to the  provisions of this  Agreement
               regarding   allocation   of  costs  and   payment  of  fees  (the
               "Participant's  Interest" or the "Participant's Pro Rata Share").
               The  Company's   remaining  one  percent  (1%)  interest  in  the
               WorldxChange  Notes subject to the  provisions of this  Agreement
               regarding  allocation  of  costs  and  payment  of fees  shall be
               referred to herein as the "Company's  Interest" or the "Company's
               Pro Rata Share."

          3.4  Participant  shall  be  the  legal  owner  of  the  Participant's
               Interest,  and  the  holder  of  an  equitable  interest  in  the
               WorldxChange  Notes.  This  Agreement  constitutes  a sale of the
               Participant's  Interest and shall in no fashion be construed as a
               loan from the Participant to the Company.

          3.5  The Subsidiary agrees to be responsible,  subject to the terms of
               this Agreement,  for taking  reasonable action for the collection
               of the WorldxChange Notes and the disbursement to the Participant
               of the Participant's Interest in the proceeds of any and all such
               collections.  The Company or the Subsidiary  shall  establish and
               maintain a separate  account for all such  proceeds and shall not
               commingle  such proceeds  with its other funds.  Both the Company
               and the Trustee  agree to cooperate  with the  Subsidiary in such
               collection efforts including,  without limitation,  giving prompt
               notice to the Subsidiary of any event or circumstance  that might
               affect   such   collection,   giving   appropriate   notices   to
               WorldxChange  upon request by the Subsidiary,  and cooperating in
               action  under  or  in  connection  with  the  WorldxChange   Loan
               Documents.

          3.6  Not less frequently than quarterly shortly following the 25th day
               of each  November,  February,  May, and August during the term of
               this Agreement,  the Subsidiary shall submit to the Participant a
               written  report that shall  identify all payments  made since the
               Subsidiary's  preceding  report to the Participant  regarding the
               Worldxchange Notes, any costs incurred by the Company or the


                                       4

<PAGE>


               Subsidiary hereunder in that period, any fees owed to the Company
               or the Subsidiary hereunder,  the nature of any default under the
               WorldxChange  Notes, and any action being taken by the Company or
               the  Subsidiary  in  connection  with  any such  default  (each a
               "Report").  If a  Report  reflects  that  sums  are due  from the
               Company or the  Subsidiary  to the  Participant,  payment of such
               sums shall  accompany the Report.  If a Report reflects that sums
               are due from the  Participant  to the Company or the  Subsidiary,
               the  Participant  shall  wire  transfer  to  the  Company  or the
               Subsidiary,  as appropriate,  the amount of such sums immediately
               upon receipt of the Report.

          3.7  The  Subsidiary  agrees to service the  WorldxChange  Notes,  and
               shall take or refrain from taking action with respect  thereto as
               the  Subsidiary  would  normally  do with  respect  to loans of a
               comparable  nature in which  participation  has not been granted.
               The Subsidiary may deal with the  WorldxChange  Loan Documents as
               an absolute owner thereof,  except that the Subsidiary agrees not
               to make any material amendment of the WorldxChange Loan Documents
               or to take any material action  regarding the  WorldxChange  Loan
               Documents,  including  without  limitation  any of the  following
               amendments to any of the WorldxChange Loan Documents, without the
               Participant's  prior  written  consent:   (a)  reduction  in  the
               interest rate or  forgiveness of an interest on, or principal of,
               any of the  WorldxChange  Notes; or (b) voluntary  termination of
               the security  interest in any material  portion of the collateral
               granted  under the  Security  Agreement  or either of the  Pledge
               Agreements.  If  the  Subsidiary  requests  the  consent  of  the
               Participant  to  any  action  in  connection   with  any  of  the
               WorldxChange Loan Documents, the Trustee shall respond in writing
               either to: (a) grant such  request;  or (b)  suggest a  practical
               alternative  action.  If the Subsidiary  shall not receive such a
               response from the Trustee within ten (10) business days after the
               Subsidiary's  request  therefor,  the  Subsidiary  shall have the
               right, in its sole discretion,  and without further notice to the
               Participant,  to take action regarding any modification,  waiver,
               or  release  of  any  of  the  terms  of  the  WorldxChange  Loan
               Documents,  or regarding the modification,  waiver, or release of
               any  collateral or to regarding the  substitution  or exchange of
               any collateral,  to consent to any action or failure to act by an
               entity liable on any portion of the  WorldxChange  Notes,  and to
               exercise or refrain from exercising any powers or rights under or
               in respect of the  WorldxChange  Loan Documents or any collateral
               therefor including,  without limitation,  the right to enforce or
               refrain from  enforcing the  obligations of any entity liable for
               the payment of the  WorldxChange  Notes or the performance of any
               of the


                                       5

<PAGE>


               WorldxChange Loan Documents. Any person may deal with the Company
               or  the  Subsidiary  as  if  no  participation  interest  in  the
               WorldxChange Notes had been granted.

          3.8  The Company or the Subsidiary  shall hold possession of and title
               to all of the WorldxChange Loan Documents and related  collateral
               in its name. The Participant  shall have the right to examine and
               make copies of all original  WorldxChange  Loan  Documents and of
               the Company's or the Subsidiary's records with respect thereto at
               any  reasonable  time during the  Company's  or the  Subsidiary's
               normal business hours,  upon reasonable  notice to the Company or
               the Subsidiary, as appropriate.

          3.9  Upon  learning of the  existence of any event or  condition  that
               would   constitute   an  Event  of  Default   under  any  of  the
               WorldxChange Loan Documents, the Subsidiary shall take action, or
               shall refrain from taking  action,  as it shall  determine it its
               good  faith  business  judgment,  subject  to the  terms  of this
               Agreement.  If the Participant  shall pay, in advance,  all costs
               associated  therewith,  the Company  shall  exercise  its Limited
               Purchase Option under Section 17 of the Intercreditor Agreement.

          3.10 If,  as a  result  of  any  Event  of  Default  under  any of the
               WorldxChange  Loan Documents,  related  collateral is acquired by
               foreclosure  sale or  otherwise,  title  shall  be  taken  in the
               Subsidiary's name or in the name of an entity affiliated with the
               Subsidiary  or in the name of another  nominee  designated by the
               Subsidiary, all in the sole discretion of the Subsidiary.

          3.11 In the event of the failure to pay taxes, assessments,  insurance
               premiums,  claims  against  any of the  collateral,  or any other
               amount required to be paid by any entity  obligation under any of
               the  WorldxChange  Loan Documents,  the Subsidiary may (but shall
               not be obligated to) advance  amounts  necessary to pay the same,
               and  the  Participant  shall  reimburse  the  Subsidiary  for the
               Participant's  Pro Rata Share of the amount  thereof  immediately
               upon  demand  therefor.  The  Participant  shall  also pay to the
               Subsidiary, upon request by the Subsidiary, the Participant's Pro
               Rata  Share  of  all  costs  and  expenses   (including   without
               limitation   court  costs  and   attorneys'fees   and   expenses)
               reasonably   incurred  by  the  Company  or  the   Subsidiary  in
               connection with the enforcement of any of the  WorldxChange  Loan
               Documents  or the  protection  or  preservation  of  any  related
               collateral or the protection of the Company's  rights,  including
               without   limitation  any  of  the  foregoing   incurred  in  any
               litigation   with  any   entity   obligated   under  any  of  the
               WorldxChange   Loan  Documents  or  any   shareholder,   officer,
               director,  affiliate,  receiver, or trustee thereof, or any other
               creditor of such obligor,


                                       6

<PAGE>


               and including without limitation any of the foregoing incurred in
               connection with any claim of invalidity,  preferential  transfer,
               fraudulent  conveyance,  negligence,  or  lender  liability.  The
               Participant  shall also reimburse the Company or the  Subsidiary,
               immediately upon demand therefor,  for the Participant's Pro Rata
               Share of any  amounts  paid by the Company or the  Subsidiary  in
               settlement  or  compromise  of any  claim or action  referred  to
               generally or specifically in this Section.

          3.12 Any and all  costs  reasonably  incurred  by the  Company  or the
               Subsidiary   hereunder   or  in   connection   with  any  of  the
               WorldxChange  Loan Documents,  including  without  limitation any
               costs incurred under the immediately preceding Section hereof and
               the  costs  of any  collection  actions,  shall  be  borne by the
               Company  and  by  the   Participant  in  accordance   with  their
               respective  Pro Rata Shares.  The  Subsidiary  may reimburse such
               costs from the  Participant's  Interest and, if the Participant's
               Interest is not  sufficient  at any time to pay such  costs,  the
               Participant  agrees to  reimburse  the  Company for the amount of
               such unreimbursed  costs promptly upon demand therefor.  Proceeds
               of the  collection of any and all amounts under the  WorldxChange
               Loan Documents shall be applied in the following order: first, to
               the fee  referred  to in  Section  4  hereof;  second,  to  costs
               incurred hereunder or under the WorldxChange Loan Documents;  and
               third, to the Participant's Interest and the Company's Interest.

          3.13 The  Trustee  acknowledges  and  agrees  that:  (a)  any  and all
               collections  on  the  WorldxChange   Notes  are  subject  to  the
               Subordination  Agreement;  (b) it will hold the  Company  and the
               Subsidiary   harmless  for  any  collection  action  or  omission
               undertaken  by the Company or the  Subsidiary  with regard to the
               WorldxChange  Notes at the  request  or with the  consent  of the
               Trustee;  (c) it will  assert no claim or  liability  against the
               Company or the Subsidiary  for any collection  action or omission
               undertaken by the Company or the  Subsidiary  in good faith;  and
               (d) the Participation Interest is only an interest to participate
               in  receipts  by  the  Company  or  the   Subsidiary   under  the
               WorldxChange  Notes,  to pay for costs incurred by the Company or
               the  Subsidiary  hereunder,   and  to  pay  fees  earned  by  the
               Subsidiary hereunder, and the Trustee shall have no right to take
               any  direct  action,  and will not take any direct  action,  with
               regard to any of the WorldxChange Loan Documents.

          3.14 The sole  responsibility of the Subsidiary shall be to administer
               the  WorldxChange  Loan  Documents  with the same  care  that the
               Subsidiary  exercises on its own behalf, as though this Agreement
               had not been executed. Neither the Company nor the Subsidiary


                                       7

<PAGE>


               shall be liable to the Participant or to any other person for any
               error of  judgment  or for any action or  failure to act,  except
               that each of the Company and the  Subsidiary  shall be  severally
               liable  for its own bad  faith  or  willful  misconduct.  Without
               limiting the generality of the foregoing:  (a) the Subsidiary may
               consult with legal counsel  (including without limitation counsel
               for  WorldxChange),  independent  public  accountants,  and other
               experts  selected by the  Subsidiary  and neither the Company nor
               the  Subsidiary  shall  not be  liable  for any  action  taken or
               omitted  in  good  faith  by the  Company  or the  Subsidiary  in
               accordance  with the  advice  of such  counsel,  accountants,  or
               experts;  (b) except as expressly set forth  herein,  neither the
               Company nor the Subsidiary makes any warranty or  representation,
               express or implied,  with respect  toWorldxChange,  its financial
               condition, any collateral, or any similar matter, and neither the
               Company  nor  the  Subsidiary   shall  be  responsible   for  any
               statement,  warranty, or representation made in, or in connection
               with,  the  WorldxChange  Loan  Documents  or for  the  financial
               condition or business  affairs of any entity  obligated under any
               of the WorldxChange Loan Documents,  or for performance of any of
               the WorldxChange Loan Documents, or for the existence or value of
               any collateral;  (c) neither the Company nor the Subsidiary shall
               be  responsible  for the  performance  or observance of any term,
               covenant,  or condition in any of the WorldxChange Loan Documents
               on the part of any entity other than the  Company,  and shall not
               have any duty to inspect any collateral,  property,  or books and
               records  associated with any of the WorldxChange  Loan Documents;
               (d) neither the Company nor the Subsidiary  makes any warranty or
               representation  as to, and shall not be responsible  for, the due
               execution,  legality,  validity,   enforceability,   genuineness,
               sufficiency,  or  collectability  of any of the WorldxChange Loan
               Documents or any related collateral;  and (e) neither the Company
               nor the Subsidiary  shall incur any liability under or in respect
               of any of the  WorldxChange  Loan  Documents or any collateral by
               acting on any notice,  consent,  certificate,  or other document,
               instrument, or writing, believed by the Company or the Subsidiary
               to be genuine or signed or sent by the proper person.

          3.15 If  either  the  Company,  the  Subsidiary,  or  the  Participant
               receives any payment or prepayment on the  WorldxChange  Notes in
               excess of the portion of such payment to which the Company or the
               Participant  is  entitled  under  this  Agreement,  whether  such
               amounts   are   paid  or   received   or   applied   voluntarily,
               involuntarily,  or by operation of law, by  application of offset
               or otherwise,  the Party receiving such excess payment shall make
               such payment to the other Parties as shall result in the Company,
               the  Subsidiary,  and the  Participant  receiving the amount that
               each is entitled to receive


                                        8

<PAGE>


               under this Agreement;  provided,  however, that if thereafter any
               such excess  payment or any part thereof is returned by the Party
               receiving  it, the  appropriate  portion  of such  payment by the
               receiving  Party to the other Party shall be  rescinded,  so that
               the Company, the Subsidiary,  and the Participant each shall have
               received  the  amount  that each of them is  entitled  to receive
               under this Agreement.

          3.16 In the event that the Company or the Subsidiary is required,  for
               any  reason,  to repay to any  person  all or any  portion of any
               payment  received  by the  Company  or the  Subsidiary  and  with
               respect to which the Company or the Subsidiary  made a payment to
               the Participant,  then the Participant shall immediately remit to
               the  Subsidary  the  Participant's  Pro Rata Share of the payment
               required to be repaid by the Company or the Subsidiary.

          3.17 The  Participant  shall  promptly  disclose  to the  Company  any
               material  information  received or  obtained by it that  reflects
               upon the financial condition of any entity obligated under any of
               the WorldxChange Loan Documents (other than the Company), or that
               reflects  upon the  ability of any such  obligor  to perform  its
               obligations under any of the WorldxChange Loan Documents.

          3.18 Except for the  obligations  evidenced by the  WorldxChange  Loan
               Documents,  none the Company, the Subsidiary,  or the Participant
               has  made  any  loans  to,  or has  any  financial  interest  in,
               WorldxChange  or any  principal  or affiliate  thereof.  Any such
               loans made or interest  acquired  hereafter by the  Company,  the
               Subsidiary,  or the  Participant  shall be  reported  promptly in
               writing to the other Parties.

     4.   Limited Guaranty Fee.

          4.1  For a fee in connection with the Subsidiary's  obligations  under
               this Agreement,  the Participant  agrees to pay to the Subsidiary
               thirty-two percent (32%) of each interest payment made on account
               of the WorldxChange Notes.

          4.2  The  Subsidiary  may collect such fee by deducting  the amount of
               such fee from the Participant's  Interest. The Participant agrees
               to pay any  unpaid fee to the  Subsidiary  promptly  upon  demand
               therefor.

     5.   Limited Guaranty.

          5.1  Subject to the  limitations  and conditions set forth below,  the
               Subsidiary makes the guaranty set forth in Section 5.2 hereof:


                                       9

<PAGE>


               5.1.1     The  Participant  hereby agrees that the Subsidiary may
                         make reasonable efforts to collect all amounts owing on
                         the WorldxChange  Notes,  including without  limitation
                         that the Subsidiary may seek a judgment from a court of
                         competent jurisdiction that money is then due and owing
                         by  WorldxChange   under  the  WorldxChange  Notes  and
                         identifying the amount of such money (the  "Judgment").
                         The  costs  of  such   collection   efforts   shall  be
                         reimbursed to the Company or the Subsidiary as provided
                         herein.

               5.1.2     There must not be in existence any material  default by
                         the Participant under this Agreement.

               5.1.3     The limited  guaranty  set forth in this Section 5 does
                         not cover  amounts owed or paid by the  Participant  to
                         the Subsidiary pursuant to Section 4 hereof.

          5.2  Provided  that the  limitations  and  conditions  of Section  5.1
               hereof have been met, the  Subsidiary  guarantees  the payment to
               the Participant of the  Participant's  Interest in the amount set
               forth in the  principal  and  interest  due and  owing  under the
               WorldxChange  Notes,  less any and all amounts paid, owing, or to
               be owing  under  this  Agreement,  including  without  limitation
               Section 4  hereof,  and less any such  amounts  that are not then
               payable as a result of any action or inaction by the Trustee.

     6.   Miscellaneous.

          6.1  Costs and Expenses.  Except as herein provided, each Party hereto
               shall pay its or his own costs and  expenses in  connection  with
               this  Agreement  and  the   transactions   contemplated   hereby,
               including without limitation the costs and expenses of its or his
               attorneys,  accountants,  advisors,  finders,  brokers, and other
               agents and representatives.

          6.2  Notices.  All notices which are required or permitted to be given
               pursuant to the terms of this  Agreement  shall be in writing and
               shall be  sufficient  in all  respects  if given in  writing  and
               delivered   personally  or  by  telegraph  or  by  registered  or
               certified mail, postage prepaid, as follows:

               If to the Company:

                         Tel-Save.com, Inc.
                         6805 Route 202


                                       10

<PAGE>

                             New Hope, PA 18938
                             Attention:  General Counsel

                    With a copy to:

                             Arnold & Porter
                             777 S. Figueroa Street, Suite 4400
                             Los Angeles, California 90017-2513
                             Attention:  Theodore G. Johnsen, Esq.

                    If to the Subsidiary:

                             Tel-Save, Inc.
                             6805 Route 202
                             New Hope, PA 18938
                             Attention:  Aloysius T. Lawn, Esq.

                    With a copy to:

                             Arnold & Porter
                             777 S. Figueroa Street, Suite 4400
                             Los Angeles, California 90017-2513
                             Attention:  Theodore G. Johnsen, Esq.

                    If to the Trustee:

                             Mark Pavol
                             One Cavalier Court
                             Ringoes, New Jersey

                    With a copy to:

                             Joseph Galda, Esq.
                             Buchanan Ingersoll, P.C.
                             11 Penn Center
                             14th Floor
                             1835 Market Street
                             Philadelphia, PA 19103

               Notice shall be deemed to have been given upon receipt thereof as
               to  communications  that are personally  delivered or telegraphed
               and five (5) days after  deposit of the same in any United States
               mail  post  office  box in the  state  to  which  the  notice  is
               addressed,  or seven (7) days  after  deposit of same in any such
               post  office  box other  than in the state to which the notice is
               addressed,  postage prepaid, addressed as set forth above. Notice
               shall not be deemed given under the preceding sentence unless and
               until  notice shall be given to all  addressees  above other than
               the sender. The addresses


                                       11

<PAGE>


               and  addressees for the purpose of this Section may be changed by
               giving  written  notice  of such  change in the  manner  provided
               herein for giving notice. Unless and until such written notice is
               given,  the addresses  and  addressees as stated by prior written
               notice,  or as provided herein if no written notice of change has
               been  given,  shall be  deemed  to  continue  in  effect  for all
               purposes hereunder.

          6.3  Survival of Representations  and Warranties.  Notwithstanding any
               investigation made by any party hereto, all  representations  and
               warranties  made herein shall  survive the execution and delivery
               of this Agreement.

          6.4  Applicable  Law. This  Agreement  and all documents  executed and
               delivered in connection  herewith and the rights and  obligations
               of the  parties  hereto  and  thereto  shall be  governed  by and
               construed  in  accordance  with the laws of the State of New York
               other than and without  giving effect to the laws of the State of
               New York relating to choice of law.

          6.5  Applicable  Jurisdiction.  The  Parties  hereby  agree  that  any
               action, at law or in equity,  arising under this Agreement or any
               of the other  documents  executed  and  delivered  in  connection
               herewith,  shall be filed in and only in the state  courts of the
               State of New York or a United States  District Court in the State
               of New York.  The  Parties  hereby  consent  and submit to the in
               personam  jurisdiction  of such courts for purposes of litigating
               any such action.

          6.6  Assignments.  This Agreement,  the Exhibits hereto, and the other
               documents executed and delivered in connection  herewith shall be
               binding  upon and inure to the benefit of the Parties  hereto and
               their  respective  personal  and  legal  representatives,  heirs,
               successors, and assigns; provided,  however, that no Party hereto
               may assign or transfer its or his rights in and to this Agreement
               or any  other  document  executed  and  delivered  in  connection
               herewith,  without the prior written consent of the other Parties
               hereto.

          6.7  Entire Agreement.  This Agreement and the Exhibits hereto and the
               related  documents  being  entered  into in  connection  herewith
               embody the complete agreement and understanding among the Parties
               with  respect to the  subject  matter  hereof and  supersede  and
               preempt any prior understandings,  agreements, or representations
               by or among the Parties,  written or oral, which may have related
               to the subject matter hereof in any way.

          6.8  Severability. Whenever possible, each provision of this Agreement
               will be interpreted in such manner as to be effective


                                       12

<PAGE>


               and valid under  applicable  law,  but if any  provision  of this
               Agreement is held to be prohibited by or invalid under applicable
               law, such  provision  will be  ineffective  only to the extent of
               such   prohibition  or  invalidity,   without   invalidating  the
               remainder of this Agreement.

          6.9  Counterparts.  This  Agreement  may be  executed  in two or  more
               counterparts, any one of which need not contain the signatures of
               more than one Party,  but all such  counterparts  taken  together
               will constitute one and the same Agreement.

          6.10 Descriptive Headings.  The descriptive headings of this Agreement
               are inserted for convenience only and do not constitute a part of
               this Agreement.

          6.11 Terminology. As used in this Agreement, the masculine,  feminine,
               or neuter  gender,  and the singular or plural  number,  shall be
               deemed to include the others whenever the context so indicates or
               requires.

          6.12 Legal  Fees.  If any  legal  action or any  arbitration  or other
               proceeding   is  brought  for  the   enforcement   or  ----------
               interpretation  of  this  Agreement,  or  because  of an  alleged
               dispute, default, misrepresentation, or breach in connection with
               any of the  provisions  of  this  Agreement,  the  successful  or
               prevailing   Party  shall  be  entitled  to  recover   reasonable
               attorneys'  fees,  expenses,  and other  costs  incurred  in that
               action or  proceeding in addition to any other relief to which it
               or he may  be  entitled.  The  right  to  such  attorneys'  fees,
               expenses,  and costs  shall be deemed  to have  accrued  upon the
               commencement  of such action and shall be enforceable  whether or
               not such action is prosecuted to judgment.

          6.13 Broker's or Finder's Fees. Each of the Parties represents to each
               of the others  that it or he does not have any  liability  to any
               broker or any representative,  nor owe any fee or compensation to
               any agent,  finder,  or broker,  in  connection  with the subject
               matter  of this  Agreement,  and each of them  hereby  agrees  to
               indemnify   and  hold   harmless  the  other  Party  against  any
               liability,   damage,  cost,  or  expense  (including   reasonable
               attorneys'  fees)  incurred  by  reason  of  the  breach  of  the
               foregoing representation.

          6.14 Advice  of  Counsel.  Each  Party  has  carefully  reviewed  this
               Agreement,  is familiar with the terms and conditions herein, and
               was advised by legal  counsel  with respect  thereto.  Each Party
               agrees that the terms and  conditions  set forth  herein are fair
               and not unconscionable.


                                       13

<PAGE>


          6.15 Relationship  of the  Parties.  Nothing in this  Agreement  shall
               create a partnership,  joint venture, employment relationship, or
               any  other  relationship  between  the  Parties  other  than  the
               relationship of independent contractors.

          6.16 Further Cooperation.  Each Party covenants and agrees to prepare,
               execute,  acknowledge,  file, record, publish, and deliver to the
               other Party such other  instruments,  documents,  and  statements
               including,  without  limitation,  instruments  and  documents  of
               assignment,  transfer, and conveyance, and take such other action
               as may be reasonably necessary or convenient in the discretion of
               the requesting  Party to carry out more  effectively the purposes
               of this Agreement.

          6.17 Modifications.  This  Agreement  may  not  be  altered,  amended,
               changed, waived, terminated, or modified in any manner unless the
               same shall be in writing  and signed by or on behalf of the Party
               to be bound.

          6.18 Offsets. No Party shall offset against any amount that such Party
               is  obligated  to pay under this  Agreement  any  amount  owed or
               alleged by such Party to be owed to it for any reason  other than
               this  Agreement;  a Party  may  offset  against  an  amount it is
               obligated to pay under this  Agreement any amount owed or alleged
               by such Party to be owed to it under this Agreement.


                                       14

<PAGE>


          6.19 Exhibits.  Exhibits  A-1 through  A-3,  Exhibit B.,  Exhibits C-1
               through C-2, and Exhibit D are hereby incorporated herein by this
               reference.


                                                   Tel-Save.com, Inc.

                                                   By
                                                   -----------------------------
                                                              Name
                                                              Title

                                                   The Subsidiary

                                                   By
                                                   -----------------------------
                                                              Name
                                                              Title

                                                   The Trustee

                                                   -----------------------------
                                                   Mark Pavol, as Trustee of the
                                                   D&K Grantor Retained Annuity
                                                   Trust dated June 15, 1998


                                       15