TALK COM
EXHIBIT 10.43
<DOCUMENT>
<TYPE>EX-10.43
<SEQUENCE>11
<FILENAME>0011.txt
<DESCRIPTION>EXHIBIT 10.43
<TEXT>


                                                                   EXHIBIT 10.43

                               AMENDMENT NO. 1 to
                              EMPLOYMENT AGREEMENT


         THIS AMENDMENT NO. 1 ("Amendment")  dated as of March 28, 2001, entered
into by and among Talk.com Inc., a Delaware  corporation  (the  "Company"),  and
Kenneth G. Baritz ("Employee").

                              W I T N E S S E T H :

         WHEREAS,  the  Company  and  Employee  are  parties  to  an  Employment
Agreement  dated as of March 24,  2000 (the  "Agreement")  pursuant to which the
Company employs Employee as its President; and

         WHEREAS,  the Company and  Employee  desire to amend the  Agreement  as
provided herein.

         NOW THEREFORE, in consideration of the foregoing,  the mutual covenants
set forth  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which is hereby  acknowledged,  the  undersigned  hereby agree as
follows:

1. The Agreement is hereby amended to add the following after Section 4.5:

         4.6      TERMINATION AFTER CHANGE IN CONTROL.

                  4.6.1 If a Change of Control  shall  occur  during the Term of
this Agreement,  the term of Employee's  employment  hereunder shall continue in
effect  until the later of the first  anniversary  of the date of the  Change in
Control  and the date that the Term  would  otherwise  have  terminated  without
regard to the  extension in this  sentence,  except for earlier  termination  as
provided in Section 6 of this Agreement.  The rights and obligations of Employee
and Company under this Agreement upon or after any termination of the Term shall
survive any such termination.

                  4.6.2 Notwithstanding the provisions of Section 6 hereof, if a
Change in Control has occurred and Employee's employment hereunder is terminated
within one year of such  Change in Control:  (i) by Employee  for Good Reason or
(ii) by Company  without Cause,  then Company shall (a) pay to Employee the Base
Salary and  Benefits  through  the date of  termination  plus all amounts due to
Employee  pursuant to any Due Bonus;  (b) pay to Employee,  as severance  pay, a
lump sum amount equal to the sum of (x) twenty-four months' Base Salary plus (y)
an amount equal to the average  annual  incentive  bonus earned by Employee from
Company during the last four (4) completed fiscal years of Company preceding the
date of Change in Control,  or if Employee was not an officer  during any or all
of such prior four (4) fiscal  years,  the  average of the  incentives  received
during the fiscal years when  Employee was such an officer;  (c) for a period of
two years after the date of termination,  arrange to provide Employee with life,

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disability,  sickness and accident, health, vision and dental insurance benefits
substantially similar to those that Employee was entitled prior to the Change in
Control,  as well as with the other  fringe  benefits and  perquisites  to which
Employee was entitled  pursuant to Section 4.3; and (d)  reimburse  Employee for
expenses  that may have been  incurred,  but which  have not been paid as of the
date of termination, subject to the requirements of Section 4.4 hereof."

2.  The first sentence of Section 6 is hereby amended to read as follows:

"Except as provided  in Section  4.6,  in the event that  Employee's  employment
hereunder  terminates prior to the end of the Term,  Company shall make payments
to Employee as set forth below:"

         IN  WITNESS  WHEREOF,  each of the  parties  hereto has  executed  this
Amendment as of the day and year first written above.



TALK.COM INC.                               EMPLOYEE


By:  /s/                                     /s/
    ---------------------------------       ------------------------------------
     Name:  Aloysius T. Lawn IV              Kenneth G. Baritz
     Title: EVP - General Counsel
              and Secretary


                                       2

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