Appendix 1

　　VOTING TRUST CERTIFICATE

　　TEL-SAVE HOLDINGS, INC.

　　(A Corporation in the State of Delaware)

　　No.___________________ _________ Common Shares

　　VOTING TRUST CERTIFICATE FOR SHARES OF COMMON STOCK

　　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