EXHIBIT  10.58

                            INTERCONNECTION AGREEMENT
                           UNDER SECTIONS 251 AND 252
                                     OF THE
                         TELECOMMUNICATIONS ACT OF 1996


     This  Interconnection Agreement (the "Agreement"), is being entered into by
and between Michigan Bell Telephone Company d/b/a Ameritech Michigan ("Ameritech
Michigan"),  and Talk America, Inc. ("CLEC"), (each a "Party" and, collectively,
the  "Parties"),  pursuant to Sections 251 and 252 of the Telecommunications Act
of  1996  ("the  Act").

RECITALS

     WHEREAS, pursuant to Section 252(i) of the Act, CLEC has requested to adopt
individual  interconnection,  service  and/or  network  element  arrangements(s)
("Arrangement(s)")  from  the Interconnection Agreement by and between Ameritech
Michigan and Talk America, Inc. for the State of Michigan, which was approved by
the  Michigan  Public Service Commission ("the Commission") under Section 252(e)
of  the  Act  on  February  19,  2002  in  docket  number U-12465, including any
amendments  to  such Agreement (the "Separate Agreement"), which is incorporated
herein  by  reference;  and

     WHEREAS,  pursuant to Section 252(i), the Parties understand and agree that
CLEC  may  sectionally  adopt  any  Arrangements  contained  in  an approved and
effective  Michigan  Agreement  that  is  available  for adoption, including any
legitimately  related  terms,  with the exception of the reciprocal compensation
provisions  (and  any  legitimately  related terms) as a result of the FCC's ISP
Remand  Order (1)  (or  other  provisions,  as  applicable);

     WHEREAS, Ameritech Michigan is making such Arrangement(s) from the Separate
Agreement  available  to  CLEC  only  because of and, to the extent required by,
Section  252(i)  of  the  Act  under  this  Agreement;  and

     WHEREAS,  in  addition  to  the  Arrangement(s)  adopted  by  CLEC from the
Separate  Agreement, the Parties have voluntarily negotiated other provisions to
this  Agreement  which  are  set  forth in an Amendment to this Agreement (e.g.,
including  but  not  limited  to  reciprocal  compensation provisions), which is
incorporated  herein by this reference, and which is attached hereto and will be
submitted  to  the  Commission  for  approval;  and

     NOW,  THEREFORE, in consideration of the mutual provisions contained herein
and  other good and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged, CLEC and Ameritech Michigan hereby agrees as follows:

1.0     INCORPORATION  OF  RECITALS  AND  SEPARATE  AGREEMENT  BY  REFERENCE

1.1     The  foregoing  Recitals  are  hereby incorporated into and made part of
this  Agreement.

1.2     Except  as  expressly  stated herein, the Arrangement(s) adopted by CLEC
from  the  Separate  Agreement  (including  any  and  all applicable Appendices,
Schedules, Exhibits, Attachments and Amendments thereto) are incorporated herein
by  this  reference  and  form  an  integral  part  of  this  Agreement.

      (1) See  In  the  Matter  of  the  Implementation of the Local Competition
          Provisions in the Federal Telecommunications Act of 1996, Intercarrier
          Compensation  for  ISP-Bound  Traffic, CC Docket Nos. 96-98 and 99-68,
          Order on Remand and Report and Order, FCC 01-131 ("ISP Remand Order"),
          which  was  remanded  in WorldCom,  Inc.  v.  FCC,  No.  01-1218 (D.C.
          Cir.  2002).

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2.0     MODIFICATIONS  TO  SEPARATE  AGREEMENT

2.1     All  references  to "AMERITECH INFORMATION INDUSTRY SERVICES, a division
of  Ameritech  Services,  Inc.  a  Delaware Corporation" is hereby replaced with
"Michigan  Bell  Telephone  Company  d/b/a  Ameritech  Michigan,  a  Michigan
corporation"  and Ameritech Michigan's address of "350 North Orleans, 3rd Floor,
Chicago,  IL  60654"  is  hereby replaced with "444 Michigan Avenue, Detroit, MI
48266."  Finally,  the  following language is hereby deleted:  "on behalf of and
as  agent  for  Ameritech  Michigan."

2.2     References  in  the Separate Agreement to "CLEC" or to "Other" shall for
purposes  of  this  Agreement  be  deemed  to  refer  to  CLEC.

2.3     References  in  the Separate Agreement to the "Effective Date," the date
of  effectiveness  thereof  and  like  provisions  shall  for  purposes  of this
Agreement  be  deemed  to  refer  to  the  date which is ten (10) days following
Commission  approval  of  the Agreement or, absent Commission approval, the date
the  Agreement  is  deemed  approved  under  Section  252(e)(4)  of the Act.  In
addition,  unless  terminated  earlier  in  accordance  with  the  terms  of the
negotiated  Amendment  hereto,  as  applicable,  the  Termination  Date  of this
Agreement  shall  be:  "March  21,  2005"  (the  "Termination  Date").

2.4     The  Notices  Section  in  the  Separate  Agreement is hereby revised to
reflect  that  Notices  should  be  sent  to  CLEC  under  this Agreement at the
following  address:

              NOTICE  CONTACT               CLEC  CONTACT
              NAME/TITLE                    Alan  Kirk,  Dir.,  RBOC  Relations
              STREET  ADDRESS               12020  Sunrise  Valley  Drive,  #250
              CITY,  STATE,  ZIP  CODE      Reston,  VA  20191
              FACSIMILE  NUMBER             (703)  391-7525

2.5     The  Notices  Section  in  the  Separate  Agreement is hereby revised to
reflect  that  Notices should be sent to Ameritech Michigan under this Agreement
at  the  following  address:

              NOTICE  CONTACT               SBC-13  STATE  CONTACT
              NAME/TITLE                    Contract  Administration
                                            ATTN:  Notices  Manager
              STREET  ADDRESS               311  S.  Akard,  9th  Floor
                                            Four  SBC  Plaza
              CITY,  STATE,  ZIP  CODE      Dallas,  TX  75202-5398
              FACSIMILE  NUMBER             (214)  464-2006

2.6     In  Section  30.1.1  Authorization,  the  references  to "Ameritech" are
replaced  with  references  to  "Ameritech  Michigan"  and  Ameritech's state of
incorporation  is  the state of "Michigan."  In Section 30.1.2 after "State of',
CLEC's  state  of  incorporation  should  be  deemed  to  be  inserted.

2.7     Schedule  2.1,  "Implementation  Schedule"  of the Separate Agreement is
hereby  revised  to delete any carrier-specific interconnection or access to UNE
information  and to incorporate the following language in its place for purposes
of  this  Agreement:  "The interconnection activation points and interconnection
activation  date  shall  be  mutually  determined  by the Implementation Team in
accordance with Section 3.4.4 and Schedule 12.  Ameritech Michigan's position is
that any proposed interconnection with a switch that is not capable of providing
local  exchange  service (including 911 service) does not fall within the intent
or  scope  of  this  Agreement."

3.0     RESERVATION  OF  RIGHTS

3.1     In  entering  into this Agreement containing the Arrangement(s) from the
Separate  Agreement,  Ameritech  Michigan  is  not  waiving  any  of its rights,
remedies  or  arguments with respect to any legislative, regulatory, or judicial
actions or proceedings, including but not limited to its rights under the United

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States  Supreme  Court's  opinion  in Verizon v. FCC, 535 U.S.       (2002); the
D.C.  Circuit's  decision in United State Telecom Association, et al v. FCC, No.
00-101  (May  24,  2002); the FCC's Order In the Matter of the Local Competition
Provisions  of  the  Telecommunications Act of 1996, (FCC 99-370) (rel. November
24,  1999),  including  its  Supplemental Order Clarification (FCC 00-183) (rel.
June  2,  2000)  in CC Docket 96-98; or the FCC's Order on Remand and Report and
Order  in  CC  Dockets  No.  96-98 and 99-68 (the "ISP Intercarrier Compensation
Order")  (rel. April 27, 2001), which was remanded in WorldCom, Inc. v. FCC, No.
01-1218  (D.C.  Cir.  2002).  Rather, in entering into this Agreement, Ameritech
Michigan  fully  reserves  all  of  its  rights,  remedies  and arguments.  This
reservation  of  rights  includes,  but  is not limited to, its right to dispute
whether  any  UNEs  and/or UNE combinations identified in this Agreement must be
provided  under  Section  251  (c)(3)  and  251(d)  of  the  Act, and under this
Agreement.  This  reservation  also  includes,  but is not limited to, Ameritech
Michigan's  right to exercise its option at any time in the future to invoke the
Intervening  Law or Change of Law provisions in this Agreement and to adopt on a
date specified by Ameritech Michigan, the FCC ISP terminating compensation plan,
after  which  date  ISP-bound  traffic  will  be subject to the FCC's prescribed
terminating compensation rates, and other terms and conditions.  It is Ameritech
Michigan's  position  that the Arrangements in this Agreement are subject to the
change  of law provisions permitted under the Federal Rules except to the extent
otherwise  expressly  provided in the Separate Agreement and also are subject to
any  appeals  involving  the  Separate  Agreement.  In the event that any of the
rates,  terms  and/or  conditions  of  this  Agreement,  or  any  of the laws or
regulation  that  were  the  basis  for  a  provision  of  the  Agreement,  are
invalidated, modified or stayed by any action of any state or federal regulatory
bodies  or  courts  of  competent jurisdiction, including but not limited to any
finding  that  any  of  the UNEs and/or UNE combinations provided for under this
Agreement  do  not  meet the necessary and impair standards set forth in Section
251(d)(2)  of  the  Act, it is Ameritech Michigan's position and intent that the
Parties  immediately  incorporate changes from the Separate Agreement, made as a
result  of  any  such action into this Agreement.  Where revised language is not
immediately  available,  it is Ameritech Michigan's position and intent that the
Parties  shall  expend  diligent  efforts to incorporate the results of any such
action into this Agreement on an interim basis, but shall conform this Agreement
to the Separate Agreement, once such changes are filed with the Commission.  Any
disputes  between  the  parties  concerning  the  interpretations of the actions
required or the provision affected shall be handled under the Dispute Resolution
Procedures  set  forth  in  this  Agreement.

3.2     This  Agreement  (including  all  attachments  hereto)  and  every
interconnection,  service  and network element provided hereunder, is subject to
all  rates,  terms  and  conditions  contained  in this Agreement (including all
attachments  hereto)  that  are  legitimately  related  to such interconnection,
service  or  network element.  Without limiting the general applicability of the
foregoing,  the  General Terms and Conditions of this Agreement are specifically
agreed  by  the  Parties to be legitimately related to, and to be applicable to,
each  interconnection,  service  and  network  element  provided  hereunder.

     IN  WITNESS  WHEREOF,  the  Parties hereto have caused this Agreement to be
executed  as  of  this  23rd  day  of  September  ,  2002.



TALK  AMERICA,  INC.                    MICHIGAN  BELL  TELEPHONE  COMPANY
                                            D/B/A  AMERITECH  MICHIGAN
                                            BY:  SBC  TELECOMMUNICATIONS,  INC.,
                                            ITS  AUTHORIZED  AGENT

By:       /s/ Aloysius T. Lawn IV       By:       /s/  Mike  Auinbauh

Printed:  Aloysius  T.  Lawn  IV        Printed:  Mike  Auinbauh

Title:    EVP  -  General Counsel       Title:    President - Industry Markets

Date:     9/18/02                       Date:     9/23/02

AECN/OCN  #  TLHC/1200
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