Sample Business Contracts

Voting Agreement - RHI Holdings Inc. 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 RHI Holdings,  Inc., a Delaware corporation ("RHI"), and Tel-Save
Holdings, Inc., a Delaware corporation ("Acquiror").

         WHEREAS,   the  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,  RHI owns (either  beneficially  or of
record) the number of shares (the  "Shares")  of Company  Common Stock set forth
opposite such RHI'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 RHI execute and deliver to
Acquiror and Merger Sub this Agreement;


         NOW, THEREFORE, the parties agree as follows:

         1.  Agreement  to Vote  Shares.  RHI  agrees to vote the Shares and any
other shares of Company Common Stock which RHI, 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 sub
sidiaries 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.  RHI agrees with respect to itself and the Shares it owns

                  (a) It 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
         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,
         RHI may transfer its Shares if such  transferee  becomes a party to and
         bound by all of the terms of this Agreement.

                  (b) It 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 RHI herein  contained not
         being  true and  correct  at and as of the time  immediately  after the
         occurrence of such transaction, action or event.

                  (c) It has no present  intention  to sell the  Company  Common
         Stock acquired by it pursuant to the Merger. It agrees that it 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 it 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.

                  (d) RHI agrees that, upon the written request of Acquiror,  it
         shall  convert  such  number  of  shares  of  Series  I  6%  Cumulative
         Convertible  Preferred Stock,  par value $100.00 per share  ("Preferred
         Stock"),  as would result in the aggregate  number of shares of Company
         Common  Stock  owned of record on the record  date by RHI and the other
         persons who have  executed  similar  voting  agreements  dated the date
         hereof,  in the  aggregate,  equaling  at least  50% of the  shares  of
         Company  Common  Stock  outstanding  on the record date for the Special
         Meeting;  provided  that RHI  shall  not in any  event be  required  to
         convert a number of shares of Preferred Stock which,  when added to the
         number of shares of Company  Common  Stock owned by RHI,  equals 50% or
         more of the outstanding Company Common Stock.

         3.  Representations  and  Warranties.  RHI represents and warrants with
respect to itself and the Shares it owns that:

                  (a) It is the  record  or  beneficial  owner of the  number of
         Shares set forth on  Schedule A opposite  its name and,  except for the
         Shares,  it 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 RHI
         and  constitutes  the  legal,  valid  and  binding  obligation  of RHI,
         enforceable  against  RHI in  accordance  with its  terms.  RHI 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 RHI 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 RHI is a party or bound
         or to which the Shares are subject  which would  materially  impair the
         ability  of  RHI  to  perform  hereunder.  Consummation  by  RHI 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 RHI 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 RHI with respect to the Company Common Stock.

                  (c) The Shares owned by RHI and the certificates  representing
         such  Shares are now and at all times  during the term  hereof  will be
         held by RHI or by a nominee  or  custodian  for its  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

                  (d) 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

         4. Certain  Events.  RHI agrees that this Agreement and the obligations
hereunder  shall  attach to the Shares owned by it 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
RHI, 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 RHI. 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 exchanged.

         5. Specific Enforcement of Voting Agreement. RHI expressly acknowledges
that  damages  alone will not be  adequate  remedy for any breach by RHI 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 RHI 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 RHI:
                           c/o The Fairchild Corporation
                           300 West Service
                           PO Box 10803
                           Chantilly, Virginia
                           Attention:  Donald Miller, Esq.
                           Telecopy No:  (703) 478-5775

                           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 RHI and its 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 unen-
         forceable,  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) RHI hereby 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 RHI 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 re quest
         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 court.


                  (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


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

                                       RHI HOLDINGS, INC.

                                       By: /s/ Donald E. Miller
                                       Name: Donald E. Miller
                                       Title: Vice President

                                       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
RHI Holdings, Inc.                                        6,225,000