EXHIBIT 10.48




                          AGREEMENT AND PLAN OF MERGER

                             DATED OCTOBER 15, 1999

                                      AMONG


                         ACCESS ONE COMMUNICATIONS CORP.


                           OMNICALL ACQUISITION CORP.,

                                       AND

                                 OMNICALL, INC.

















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                                                  TABLE OF CONTENTS

<TABLE>
<S>                  <C>                                                                                                  <C>
ARTICLE I            DEFINITIONS AND CONSTRUCTION .......................................................................   1
              1.1    Definitions ........................................................................................   1
              1.2    Construction .......................................................................................   6

ARTICLE II           THE MERGER .........................................................................................   6
              2.1    The Merger .........................................................................................   6
              2.2    Common Stock of Newco to Become Common Stock of Surviving Corp. ....................................   7
              2.3    Conversion or Cancellation of Capital Stock of OmniCall ............................................   7
              2.4    Issuance of Merger Consideration ...................................................................   8
              2.5    Stock Transfer Books ...............................................................................   8
              2.6    Tax-Free Reorganization ............................................................................   8
              2.7    Dealer Stock Deferral ..............................................................................   8
              2.8    OmniCall Employee Options ..........................................................................   8
              2.9    Earn Out Payment; Determination and Payment; Timing ................................................   9

ARTICLE III          REPRESENTATIONS AND WARRANTIES OF OMNICALL AND THE PRINCIPAL SHAREHOLDERS ..........................  10
              3.1    Corporation Organization ...........................................................................  10
              3.2    Capitalization .....................................................................................  10
              3.3    Subsidiaries .......................................................................................  11
              3.4    No Commitments to Issue Capital Stock ..............................................................  11
              3.5    Authorization; Execution and Delivery ..............................................................  11
              3.6    Governmental Approvals and Filings .................................................................  12
              3.7    No Conflict ........................................................................................  12
              3.8    Financial Statements; Absence of Undisclosed Liabilities; Receivables; Supplies ....................  12
              3.9    Absence of Changes .................................................................................  13
              3.10   Tax Matters ........................................................................................  15
              3.11   Relations with Employees and Sales Agents; Benefit Plans ...........................................  16
              3.12   Properties .........................................................................................  17
              3.13   Compliance with Laws; Legal Proceedings ............................................................  17
              3.14   Brokers ............................................................................................  18
              3.15   Patents, Trademarks and Names ......................................................................  18
              3.16   Insurance ..........................................................................................  18
              3.17   Contracts, Etc .....................................................................................  19
              3.18   Permits, Authorizations, Etc .......................................................................  20
              3.19   Environmental Matters ..............................................................................  21
              3.20   OmniCall Acquisitions ..............................................................................  22
              3.21   Books and Records ..................................................................................  22
              3.22   Accuracy of Information ............................................................................  22
              3.23   Year 2000 Compliance ...............................................................................  22
</TABLE>


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<TABLE>
<S>                  <C>                                                                                                  <C>
ARTICLE IV           REPRESENTATIONS AND WARRANTIES OF ACCESS ONE, NEWCO, AND BARITZ ....................................  23
              4.1    Corporate Organization .............................................................................  23
              4.2    Authorization; Execution and Delivery ..............................................................  23
              4.3    Governmental Approvals and Filings .................................................................  23
              4.4    No Conflict ........................................................................................  23
              4.5    Brokers ............................................................................................  24
              4.6    Access One Common Stock ............................................................................  24
              4.7    Financial Statements; Absence of Undisclosed Liabilities; Receivables; Supplies ....................  24
              4.8    Tax Matters ........................................................................................  25
              4.9    Compliance with Laws; Legal Proceedings ............................................................  25
              4.10   Absence of Certain Changes .........................................................................  26
              4.11   Capitalization .....................................................................................  28
              4.12   Subsidiaries .......................................................................................  29
              4.13   No Commitments to Issue Capital Stock ..............................................................  29
              4.14   Relations With Employees and Sales Agents; Benefit Plans ...........................................  29
              4.15   Environmental Matters ..............................................................................  31
              4.16   Access One Information .............................................................................  31
              4.17   Year 2000 Compliance ...............................................................................  31
              4.18   Books and Records ..................................................................................  31
              4.19   Accuracy of Information ............................................................................  31
              4.20   Acknowledgment .....................................................................................  32
              4.21   Financial Arrangements .............................................................................  32

ARTICLE V            COVENANTS OF OMNICALL ..............................................................................  32
              5.1    Regular Course of Business .........................................................................  32
              5.2    Restricted Activities and Transactions .............................................................  32
              5.3    Consents, Approvals and Filings ....................................................................  34
              5.4    Access to Records and Properties ...................................................................  34

ARTICLE VI           COVENANTS OF ACCESS ONE ............................................................................  34
              6.1    Consents, Approvals and Filings ....................................................................  34
              6.2    Access to Records and Properties ...................................................................  34
              6.3    Board of Directors .................................................................................  35
              6.4    Regular Course of Business .........................................................................  35
              6.5    Funding and Reimbursement Obligations After August 25, 1999 ........................................  35
              6.6    Payment of OmniCall Debt ...........................................................................  35
              6.7    Restricted Activities and Transactions .............................................................  36
</TABLE>

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<PAGE>

<TABLE>
<S>                  <C>                                                                                                  <C>
ARTICLE VII          MUTUAL COVENANTS ...................................................................................  37
              7.1    Expenses ...........................................................................................  37
              7.2    Confidentiality; Public Announcements ..............................................................  37
              7.3    Further Assurances .................................................................................  38
              7.4    Preparation of Required Filings ....................................................................  38
              7.5    Representations To Remain Accurate .................................................................  38
              7.6    Best Efforts .......................................................................................  38

ARTICLE VIII         CONDITIONS TO OBLIGATIONS OF ACCESS ONE, NEWCO, AND BARITZ .........................................  38
              8.1    Representations and Warranties .....................................................................  39
              8.2    Performance of Covenants ...........................................................................  39
              8.3    Update Certificate .................................................................................  39
              8.4    No Governmental or Other Proceeding or Litigation ..................................................  39
              8.5    Approvals and Consents .............................................................................  39
              8.6    Opinion of Counsel .................................................................................  39
              8.7    Shareholder Approval ...............................................................................  40
              8.8    Material Adverse Change ............................................................................  40

ARTICLE IX           CONDITIONS TO OMNICALL'S AND THE PRINCIPAL SHAREHOLDERS' OBLIGATIONS ...............................  40
              9.1    Representations and Warranties .....................................................................  40
              9.2    Performance of Covenants ...........................................................................  40
              9.3    Update Certificate .................................................................................  40
              9.4    No Governmental of Other Proceeding or Litigation ..................................................  40
              9.5    Approvals and Consents .............................................................................  40
              9.6    Opinion of Counsel .................................................................................  40
              9.7    Shareholder Approval ...............................................................................  41
              9.8    Material Adverse Change ............................................................................  41

ARTICLE X            CLOSING; CLOSING DATE ..............................................................................  41

ARTICLE XI           TERMINATION ........................................................................................  41

ARTICLE XII          INDEMNIFICATION ....................................................................................  42
             12.1    Survival of Representations ........................................................................  42
             12.2    Indemnification of Access One and Newco by OmniCall and Principal Shareholders .....................  42
             12.3    Access One's, Baritz's and Newco's Indemnification of OmniCall and the Principal Shareholders ......  42
             12.4    Certain Limitations on Indemnification .............................................................  43

ARTICLE XIII         MISCELLANEOUS PROVISIONS ...........................................................................  43
             13.1    Entirety of Agreement ..............................................................................  43
             13.2    Notices ............................................................................................  43
</TABLE>

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<TABLE>
<S>                  <C>                                                                                                  <C>
             13.3    Amendment ..........................................................................................  44
             13.4    Non-Waiver .........................................................................................  44
             13.5    Counterparts .......................................................................................  44
             13.6    Assignment; Binding Nature; No Beneficiaries .......................................................  44
             13.7    Headings ...........................................................................................  44
             13.8    Governing Law; Consent to Jurisdiction .............................................................  44
             13.9    Specific Performance ...............................................................................  45
             13.10   Severability .......................................................................................  45
             13.11   No Shop Restriction ................................................................................  46
</TABLE>

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                          AGREEMENT AND PLAN OF MERGER

         AGREEMENT  AND PLAN OF MERGER  (this  "Agreement"),  dated  October 15,
1999,  among  Access  One  Communications  Corp.  ("Access  One"),  a New Jersey
corporation;  Ken Baritz,  a  principal  shareholder  of Access One  ("Baritz");
OmniCall  Acquisition Corp.  ("Newco"),  a Florida corporation;  OmniCall,  Inc.
("OmniCall"),  a South Carolina corporation;  and the OmniCall shareholders (the
"Principal Shareholders") listed on the signature pages of this Agreement.

         WHEREAS, the Boards of Directors of Access One and OmniCall, deeming it
advisable and for the respective benefit of Access One, Newco, and OmniCall, and
their shareholders,  have approved and adopted the merger of Newco with and into
OmniCall on the terms and conditions  hereinafter set forth (the "Merger"),  and
have  approved  and adopted  this  Agreement  and  authorized  the  transactions
contemplated hereby; and

         WHEREAS,  the Board of Directors of OmniCall has  recommended to all of
OmniCall's  shareholders (the "OmniCall  Shareholders") that the Merger and this
Agreement be approved and adopted; and

         WHEREAS,  Access  One,  Newco,  and  OmniCall  desire  to make  certain
representations,  warranties,  and agreements in connection  with, and establish
various conditions precedent to, the Merger; and

         NOW, THEREFORE,  in consideration of the mutual covenants,  agreements,
representations  and  warranties  herein  contained and subject to the terms and
conditions herein set forth, the parties hereto hereby agree as follows:

                                    ARTICLE I
                          DEFINITIONS AND CONSTRUCTION

         SECTION 1.1 Definitions. The following terms shall have the definitions
indicated:

         Access One. A corporation  organized and existing under the laws of New
Jersey;

         Access One Common Stock.  The common stock, par value $0.001 per share,
of Access One;

         Affiliated  Person means with  respect to OmniCall,  any (i) officer or
director of OmniCall;  (ii) any OmniCall Shareholder that owns, or has the right
to acquire,  more than five  percent  (5%) of OmniCall  Common  Stock on a fully
diluted basis; (iii) Person that, directly or indirectly, alone or together with
others,  controls,  is controlled by or is under common  control with  OmniCall;
(iv) Person that,  directly or  indirectly,  alone or together  with others,  is
controlled  by or under common  control with any officer or director of OmniCall
or any Principal  Shareholder or (v) Teleco,  Inc.;  With respect to Access One,
Affiliated  Person means any (i) officer or director of Access One;  (ii) Person
that,  directly or  indirectly,  alone or together  with  others,  controls,  is
controlled by, or is under

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common  control with Access One; or (iii) Person that,  directly or  indirectly,
alone or together with others,  is controlled  by, or under common  control with
any officer or director of Access One;

         Agreement.  This    Agreement  and  Plan   of   Merger,  including  all
schedules, appendices and exhibits attached hereto;

         Applicable  Benefits Law refers to the legal requirements  imposed upon
employee benefit plans by the United States or any political subdivision thereof
(including  any  requirements  enforced by the  Internal  Revenue  Service  with
respect to employee benefit plans intended to confer tax benefits on OmniCall or
its employees);

         Articles  of Merger.  The  Articles  of Merger to be executed by Access
One, Newco,  and OmniCall in a form appropriate for filing with the Secretary of
State of New Jersey,  Florida, and South Carolina, and relating to the effective
consummation of the Merger as contemplated by the Plan of Merger.

         Closing;  Closing Date.  The terms  "Closing" and "Closing  Date" shall
have the meanings ascribed to them in Article X hereof;

         Code. The Internal Revenue Code of 1986, as amended,  including, if the
context permits, the applicable regulations promulgated pursuant thereto;

         Confidential  Information.  The term  "Confidential  Information" shall
mean all  information of any kind concerning a party hereto that is furnished by
such  party or on its  behalf  pursuant  to this  Agreement  as a result  of the
transactions contemplated herein, and the discussions leading to this Agreement,
except  information  (i)  ascertainable  or obtained  from  public or  published
information,  (ii)  received  from a third party not known to the  recipient  of
Confidential  Information  to be under an  obligation  to keep such  information
confidential,  (iii) which is or becomes known to the public (other than through
a breach of this Agreement), (iv) of which the recipient was in possession prior
to  disclosure  thereof  in  connection  with  the  Merger,  or  (v)  which  was
independently  developed by the  recipient  without the benefit of  Confidential
Information;

         Derivative  Contract.  Any  exchange-traded or  over-the-counter  swap,
forward,  future,  option,  cap, floor or collar financial contract or any other
contract  not  included  on a  balance  sheet  which  is a  derivative  contract
(including various combinations thereof);

         Effective Time. The date and time which the Merger becomes effective as
set forth in the Articles of Merger. Subject to the terms and conditions hereof,
the  Effective  Time shall be such time on such date as Access One shall  notify
OmniCall in writing not less than five (5) days prior thereto,  which date shall
not be more than thirty (30) days after all  conditions  have been  satisfied or
waived in writing;

         Employee  Benefit  Plan shall  mean  executive  compensation,  deferred
compensation,  stock ownership,  stock purchase, stock option, restricted stock,
performance  share,  bonus and other


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incentive plans, pension,  profit sharing,  savings, thrift or retirement plans,
employee stock  ownership  plans,  life,  health,  dental and disability  plans,
vacation,  severance  pay,  sick leave,  dependent  care,  cafeteria and tuition
reimbursement  plans, and any other "employee  benefit plans" within the meaning
of the ERISA,  whether or not in writing,  currently  maintained  by OmniCall or
Access  One or with  respect  to  which  OmniCall  or  Access  One may  have any
liability or  obligation  (direct,  indirect,  contingent  or  otherwise) to any
employee,  former  employee,  director or former  director (or any dependents or
beneficiaries) of OmniCall or Access One or to any governmental entity;

         ERISA. The Employee Retirement Income Security Act of 1974, as amended;

         Equity  Participation Plan. The Equity  Participation  arrangements (or
whatever  form and type) that  OmniCall  has in place with its dealers and other
Affiliated Persons;

         Equity  Participations.  The rights to receive  equity under the Equity
Participation Plan;

         FBCA.  The Florida Business Corporation Act of 1989, as amended;

         GAAP. Generally accepted accounting principles consistently applied;

         IRS. The Internal Revenue Service;

         Knowledge.  When used in the  phrase  "to the  knowledge"  or a similar
phrase,  shall  mean the  actual  knowledge  of the  executive  officers  of the
referenced  party or parties,  as applicable,  after  reasonable  inquiry of the
other  executive  officers  and the  directors  of the  parties  and the Persons
responsible for the day-to-day  operations of the parties or their  subsidiaries
(although  this  definition  shall not give rise to any duty of any  independent
verification  or  confirmation  by  members  of  senior  management  or board of
directors  of the  entity  making  the  representation  or  warranty  from other
Persons);

         Lien. Any lien,  claim,  encumbrance,  security  interest,  assessment,
charge,  restriction  (including  restriction  on  voting  rights  or  rights of
disposition),  mortgage,  deed of trust,  equity of any  character,  third party
right of whatever nature or other similar or like charge;

          Material Adverse Event;  Material  Adverse Effect.  This shall mean an
event, effect,  occurrence or circumstance which, alone or when taken with other
breaches,  events,  effects,  occurrences or circumstances existing concurrently
therewith  (including  without  limitation,  any breach of a  representation  or
warranty  contained  herein by such party) (i) has or is reasonably  expected to
have a material adverse effect on the properties,  financial condition,  results
of  operations,  or business of such party and its  subsidiaries,  or (ii) would
materially prevent such party's, or any affiliated  party's,  ability to perform
its  obligations  under  this  Agreement  or  the  consummation  of  any  of the
transactions contemplated hereby; provided, however, that in determining whether
a Material Adverse Effect or Material Adverse Event has occurred, there shall be
excluded  any effect the cause of which is (a) any  change in  banking,  tax and
similar laws of


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general  applicability  or  interpretations  thereof  by courts or  governmental
authorities,  (b)  any  change  in GAAP or  regulatory  accounting  requirements
applicable  to the  parties  hereto,  (c) any action or  omission of OmniCall or
Access  One or a  subsidiary  thereof  taken with the prior  written  consent of
Access One or OmniCall,  as  applicable,  in  contemplation  of the  transaction
contemplated  herein, (d) any changes in general economic  conditions  affecting
financial  institutions  generally,  including  but not  limited  to  changes in
interest rates.

         Merger. The merger described in Section 2.1 hereof;

         Newco.  OmniCall Acquisition  Corporation,  a Florida corporation and a
wholly-owned subsidiary of Access One;

         NJBCA. The New Jersey Business Corporate Act of 1983, as amended;

         OmniCall.  OmniCall,  Inc., a corporation  organized and existing under
the laws of the State of South Carolina;

         OmniCall  Benefit  Plans.  All Benefit  Plans,  and all other  material
fringe  benefit plans or programs,  sponsored or maintained by OmniCall or under
which OmniCall may be obligated;

         OmniCall  Common Stock.  The common stock,  no par value per share,  of
OmniCall;

         OmniCall Debt.  OmniCall Debt shall mean all indebtedness,  obligations
or other  liabilities  of OmniCall (i) for  borrowed  money or evidenced by debt
securities,  notes or other similar  instruments,  including any money  borrowed
pursuant  to any credit  facility  and any  accrued  interest,  fees and charges
relating  thereto;  (ii) with respect to letters of credit issued for OmniCall's
account;  (iii) with respect to lease obligations,  including but not limited to
those  leases  where  Teleco  acted as lessee for  equipment  currently  used by
OmniCall;  (iv) to pay the deferred purchase price of property or services;  (v)
secured by a Lien on any  property of  OmniCall;  or (vi) that  certain  line of
credit in the original amount of Two Million Dollars ($2,000,000.00) in the name
of William M. Rogers at  SouthTrust  Bank,  N.A.,  which has been  utilized  for
OmniCall's benefit,  including any accrued interests thereon.  The OmniCall Debt
shall be set forth on Schedule 1.1;

         OmniCall Shareholders.  The Shareholders of OmniCall existing as of the
date of Closing and as identified on Schedule 3.2(c);

         OmniCall  Shareholder  Approvals.  This term shall mean the approval by
the requisite vote of the shareholders of OmniCall at the OmniCall Shareholders'
Meeting, all in accordance with this Agreement and the Plan of Merger;

         OmniCall Shareholders' Meeting. The meeting of OmniCall shareholders at
which the Merger will be voted upon;


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<PAGE>

         Person. An individual, a partnership, a corporation, a commercial bank,
an industrial bank, a savings  association,  a savings bank, a limited liability
company,  an  association,  a joint stock company,  a trust, a business trust, a
joint venture,  an unincorporated  organization,  a governmental  entity (or any
department, agency, or political subdivision thereof) or other entity;

         Proxy  Statement.  The joint  proxy  statement/prospectus  which may be
furnished  to  the  OmniCall   Shareholders  in  connection  with  the  OmniCall
Shareholders' Meeting and the matters contemplated hereby;

         Regulations. The regulations issued by the IRS under the Code;

         Regulatory  Approvals.  The order of any  federal  or state  Regulatory
Authority approving the Merger;

         Regulatory  Authority.  Any  federal  or state  governmental  agency or
authority  charged with the  supervision  or  regulation  of  telecommunications
businesses;

         Rights.  Rights  shall mean  (whether  or not fully  vested)  warrants,
calls,   commitments,   options,  rights  (whether  stock  appreciation  rights,
conversion rights,  exchange rights, profit participation rights, or otherwise),
securities or obligations  convertible  into or exchangeable  for, or giving any
Person  any  right to  subscribe  for or  acquire,  and  other  arrangements  or
commitments  which  obligate  a Person  to  issue,  otherwise  cause  to  become
outstanding,  sell, transfer, pledge, or otherwise dispose of any of its capital
stock or other ownership interests,  or any voting rights thereof or therein, or
to pay monetary  sums by reference to the existence or market  valuation,  or in
lieu and place, of any of its capital stock or ownership interests therein;

         SCBCA. The South Carolina Business Corporation Act of 1988, as amended;

         Working  Capital  shall mean the amount equal to the current  assets of
OmniCall minus the current liabilities of OmniCall,  as determined in accordance
GAAP; and

         Year 2000  Compliant  means that (a) the  services,  products  or other
item(s) at issue accurately  process,  provide and/or receive all date/time data
(including  calculating,   comparing,  sequencing,  processing  and  outputting)
within,   from,  into  and  between  centuries   (including  the  twentieth  and
twenty-first  centuries  and the  years  1999 and  2000),  including  leap  year
calculations,  and (b) neither the  performance  nor the  functionality  nor the
business' provision of the services, products and other item(s) at issue will be
affected by any dates/times prior to, on, after or spanning January 1, 2000. The
design of the services, products and other item(s) at issue to ensure compliance
with the "year 2000"  representations  and warranties and covenants contained in
this  Agreement   includes  proper   date/time  data  century   recognition  and
recognition of 1999 and 2000,  calculations that accommodate  single century and
multi-century  formulae  and  date/time  values  before,  on, after and spanning
January 1, 2000, and date/time  data interface  values that reflect the century,
1999 and 2000. In particular, but without limitation, such design means that (i)
no value for current  date/time will cause


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any  error,  interruption  or  decreased  performance  in or for such  services,
products and other item(s), (ii) all manipulations of date and time related data
(including  calculating,  comparing,  sequencing processing and outputting) will
produce correct results for all valid dates and times when used independently or
in combination  with other  services,  products  and/or items,  (iii)  date/time
elements in  interfaces  and data  storage will specify the century to eliminate
date ambiguity  without human  intervention,  including leap year  calculations,
(iv) where any date/time element is represented  without a century,  the correct
century will be unambiguous for all  manipulations  involving that element,  (v)
authorization codes, passwords and zaps (purge functions) will function normally
and in the same manner during, prior to, on and after January 1, 2000, including
the manner in which they  function  with  respect  to  expiration  dates and CPU
serial  numbers,  and (vi) the business'  supply of the  services,  products and
other item(s) will not be interrupted,  delayed, decreased or otherwise affected
by the advent of the year 2000.

         SECTION 1.2 Construction. In this Agreement words denoting the singular
include  the plural and vice  versa,  (ii) "it" or "its" or words  denoting  any
gender include all genders,  (iii) the word  "including"  shall mean  "including
without limitation",  whether or not expressed,  (iv) any reference to a statute
shall mean the statute and any regulations thereunder in force as of the date of
this Agreement or the Closing Date, as applicable,  unless  otherwise  expressly
provided,  (v) any reference herein to a Section,  Article,  Schedule or Exhibit
refers to a Section or Article  of or a Schedule  or Exhibit to this  Agreement,
unless otherwise stated,  and (vi) when calculating the period of time within or
following  which  any act is to be done or steps  taken,  the date  which is the
reference day in  calculating  such period shall be excluded and if the last day
of such period is not a business  day, then the period shall end on the next day
which is a business day.

                                   ARTICLE II
                                   THE MERGER

         SECTION 2.1 The  Merger.  Subject to the terms and  conditions  of this
Agreement,  including  the  fulfillment  (or  waiver) of all  conditions  to the
obligations of the parties contained herein, at the Effective Time of the Merger
and pursuant to the SCBCA, NJBCA, and FBCA, the following shall occur:

         (a) Newco  shall be merged with and into  OmniCall,  which shall be the
surviving corporation (the "Surviving  Corporation").  The separate existence of
Newco shall cease at the Effective  Time of the Merger,  and thereupon  OmniCall
and Newco  shall be a single  corporation  and the title to all real  estate and
other  property  owned by OmniCall  and Newco shall be vested in OmniCall as the
Surviving   Corporation  without  reversion  or  impairment  and  the  Surviving
Corporation  shall have all liabilities of Newco and OmniCall.  Without limiting
the generality of the foregoing, upon the Effective Time of Merger the Surviving
Corporation shall possess all the rights,  privileges,  powers and franchises as
well of a  public  as of a  private  nature,  subject  to all the  restrictions,
disabilities and duties of OmniCall and Newco; and all and singular, the rights,
privileges, powers and franchises of OmniCall and Newco, and all property, real,
personal and mixed, and all debts due to OmniCall or Newco on whatever  account,
as well for stock  subscriptions


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<PAGE>

as all other  things in action or  belonging to each of OmniCall and Newco shall
be vested in the Surviving Corporation;  and all property,  rights,  privileges,
powers and  franchises,  and all and every other interest shall be thereafter as
effectually  the property of the Surviving  Corporation as they were of OmniCall
and  Newco,  and the title to any real  estate  vested by deed or  otherwise  in
OmniCall or Newco shall not revert or be in any way impaired;  but all rights of
creditors  and all  liens  upon any  property  of  OmniCall  or  Newco  shall be
preserved  unimpaired,  and all debts,  liabilities  and duties of OmniCall  and
Newco shall thenceforth attach to the Surviving Corporation, and may be enforced
against it to the same extent as if said debts,  liabilities and duties had been
incurred or contracted by it.

         (b) The Articles of  Incorporation  of OmniCall,  in the form  attached
hereto as Exhibit A, shall be the  articles of  incorporation  of the  Surviving
Corporation until amended as permitted by law.


         (c) The Bylaws of OmniCall,  in the form attached  hereto as Exhibit B,
shall be the bylaws of the Surviving  Corporation  until amended as permitted by
law.

As soon as  practicable  after the terms and  conditions of this  Agreement have
been satisfied, articles of merger, substantially in the form attached hereto as
Exhibit C and properly  executed in accordance with the SCBCA,  NJBCA,  and FBCA
(the  "Articles of Merger"),  shall be filed with the office of the Secretary of
State of the State of South Carolina,  the State of New Jersey, and the State of
Florida.  The Merger shall become  effective  when the Articles of Merger are so
filed.  The date and time when the Merger is  effective  is  referred to in this
Agreement as the "Effective Time of the Merger."

         SECTION  2.2  Common  Stock of  Newco to  Become  the  Common  Stock of
OmniCall.  At the  Effective  Time of the  Merger,  by virtue of the  Merger and
without any action on the part of any holder thereof, each share of common stock
of Newco issued and outstanding  immediately  prior to the Effective Time of the
Merger shall be  converted  into one fully paid and  nonassessable  share of the
common stock, no par value per share, of OmniCall.

         SECTION 2.3 Conversion or Cancellation of Capital Stock of OmniCall. At
the Effective Time of the Merger, by virtue of the Merger and without any action
on the part of any holder thereof:

         (a)  Each  share  of  OmniCall  Common  Stock  issued  and  outstanding
immediately  prior to the Effective Time of the Merger shall be converted into a
number of shares of common stock,  par value $0.001 per share of Access One (the
"Access  One  Common  Stock)  equal to six  million  four  hundred  ninety-three
thousand,  seven hundred seventy-six (6,493,776) shares divided by the number of
OmniCall's  shares  outstanding at the Effective Time (the "Conversion  Ratio").
The  Conversion  Ratio will be subject to  appropriate  adjustment for any stock
splits or  combinations  after the date hereof and on or prior to the  Effective
Time of the  Merger;  provided,  however,  the Access  One  Common  Stock may be
increased pursuant to the provisions of Section 2.9.


                                       7
<PAGE>

         (b) Shares of OmniCall Common Stock owned by a holder who (i) shall not
have voted in favor of the Merger,  and (ii) shall have  delivered to OmniCall a
written  notice of his intent to demand  payment for his shares if the Merger is
effectuated  in the manner  provided in Section  33-13-101  et seq. of the SCBCA
(collectively,  the  "Dissenting  Shareholders"),  shall  not  be  converted  as
provided above, but shall be entitled to receive such  consideration as shall be
provided  in such  Sections of the SCBCA,  except that shares of any  Dissenting
Shareholder who shall  thereafter not perfect his right to appraisal as provided
in such Sections of the SCBCA shall  thereupon be deemed to have been  converted
as of the  Effective  Time of the Merger into shares of Access One Common Stock,
as provided above.

         (c) Each authorized but unissued share of OmniCall  Preferred Stock and
OmniCall Common Stock shall cease to exist.


                                       8
<PAGE>

         SECTION 2.4 Issuance of Merger Consideration.

         (a) Subject to the provisions of this Section 2.4(a),  at or as soon as
practicable  after the Effective Time of the Merger,  Access One shall issue and
deliver,  upon surrender by an OmniCall  Shareholder of one or more certificates
("Old Certificates")  representing OmniCall Common Stock for cancellation,  to a
holder  that  surrenders  Old  Certificates,  one  or  more  certificates  ("New
Certificates"),  registered  in the  name of such  holder,  for the  appropriate
number of shares of Access One Common Stock based on the Conversion Ratio.

         (b) No  dividends or other  distributions  declared on shares of Access
One Common Stock that are to be represented by New Certificates shall be paid to
any Person otherwise  entitled to receive the same until Old  Certificates  have
been  surrendered  in exchange for such New  Certificates  in the manner  herein
provided, and upon such surrender such dividends or other distributions shall be
paid to such  Persons in  accordance  with their  terms.  In no event  shall the
Persons entitled to receive such dividends or other distributions be entitled to
receive interest on such dividends or other distributions.

         (c)  Access One shall pay any  transfer  taxes in  connection  with the
exchange  of Old  Certificates  for  New  Certificates,  except  that if any New
Certificate  is to be  issued  in a name  other  than  that  in  which  the  Old
Certificate  surrendered  in  exchange  therefor  is  registered,  it shall be a
condition of such exchange that the Person requesting such exchange shall pay to
Access One any transfer or other taxes required by reason of the issuance of the
New  Certificate  in a name  other  than  the  registered  holder  of  such  Old
Certificate,  or shall establish to the satisfaction of Access One that such tax
has been paid or is not applicable.

         SECTION 2.5 Stock Transfer  Books.  At the close of business on the day
prior to the Effective Time of the Merger,  the stock transfer books of OmniCall
shall be closed and no transfer of OmniCall  Common  Stock shall  thereafter  be
made on such stock transfer books.

         SECTION 2.6 Tax-Free Reorganization. The parties intend that the Merger
qualify as a tax-free reorganization pursuant to Section 368 of the Code.

         SECTION  2.7  Dealer  Stock   Deferral.   All   OmniCall   dealers  who
participated in OmniCall's  Equity  Participation  Program may have their Access
One share issuance deferred until the earlier of: two (2) years from the date of
this  Agreement,  or thirty (30) days after a public  offering or initial public
offering  is made  for the  Access  One  stock.  A copy of said  stock  deferral
agreement  is attached  hereto as Exhibit D. A copy of the Equity  Participation
Program is attached  hereto as Schedule 2.7. All shares of stock which are to be
issued to dealers,  as set forth on Schedule 2.7, shall be treated as issued and
outstanding  shares of  OmniCall,  regardless  of  whether  or not their  actual
issuance is  deferred,  for  purposes of computing  the  Conversion  Ratio under
Section 2.3(a).

         SECTION 2.8 OmniCall  Employee  Options.  Access One shall grant to the
employees  of OmniCall  the right to continue  their  current  Stock Option Plan
under Access One upon the same


                                       9
<PAGE>

prices;  however,  the options shall be re-drafted to allow for one-third  (1/3)
vesting upon the Closing,  one-third  (1/3) vesting on January 1, 2001,  and the
remaining  one-third (1/3) vesting on January 1, 2002. Nothing contained in this
Section  2.8  shall be  construed  to  prohibit  an  employee  from  immediately
exercising  his or her currently  vested  options prior to five o'clock  eastern
standard time (5:00 p.m. EST) on Monday, October 11, 1999.

         SECTION 2.9  Earn Out Payment; Determination and Payment; Timing.

         (a) Earn Out  Payment.  In addition  to the  transfer of the Access One
Common Stock, OmniCall Shareholders may be entitled to receive additional shares
of Access One Common Stock (the "Earn Out Payment")  based upon the  performance
of the  division  of  OmniCall  known as OmniWeb or  BizKick  ("BizKick")  which
markets and sells web sites, data services,  Internet services,  bundled telecom
services  sold  through  Internet  channels,  and license . The Earn Out Payment
shall be based upon the gross sales of BizKick  during the period  beginning  on
the date of Closing and ending December 31, 2000 (the "Earn Out Period"), as set
forth in subparagraph(b) of this Section 2.9.

         (b) Calculation  and Form of Earn Out Payment.  The Earn Out Payment to
be made  pursuant to this  Section  2.9 shall be  evidenced  by the  issuance of
Access One Common Stock to OmniCall Shareholders,  in an amount to be determined
as follows:

                  (i) In the  event  BizKick's  gross  sales  are less  than One
Million  Dollars  ($1,000,000.00)  or OmniCall fails to acquire twelve  thousand
(12,000)   additional   customer   lines   (as   customarily   defined   in  the
telecommunications  industry) during the Earn Out Period,  Access One shall have
no  obligation  to make any Earn Out  Payment to  OmniCall  Shareholders.  It is
understood  and agreed  among the parties  hereto that the number of  additional
customer  lines to be acquired by OmniCall  has been  determined  based upon the
existing  rules  and  regulations  promulgated  by  the  Federal  Communications
Commission and individual  State  regulatory  agencies.  It is therefore  agreed
that,  in the event  such  rules and  regulations  are  subsequently  amended or
revised  and such  amendment  or  revision  has a  material  adverse  effect  on
OmniCall's  ability to secure the twelve thousand (12,000)  additional  customer
lines, such condition shall be of no effect and not be required.

                  (ii) In the  event  BizKick's  gross  sales  are  equal  to or
greater  than Three  Million  Dollars  ($3,000,000.00)  (the  "Target Earn Out")
during the Earn Out Period,  Access One shall cause to be issued,  and delivered
to OmniCall  Shareholders,  one million, six hundred thirty-six  thousand,  five
hundred  thirty-six  (1,636,536)  additional  shares of Access One Common Stock;
provided,  however,  that in the event BizKick's gross sales during the Earn Out
Period are equal to or greater than One Million Dollars ($1,000,000.00) but less
than the Target Earn Out,  Access One shall cause to be issued and  delivered to
OmniCall  Shareholders that number of shares of Access One Common Stock equal to
the percentage of BizKick's  gross sales as compared to the Target Earn Out. For
example,  if  BizKick's  gross  sales  during  the  Earn  Out  Period  equal  to
seventy-five  percent  (75%) of the Target Earn Out, the  OmniCall  Shareholders
shall be entitled to and shall  receive one  million,


                                       10
<PAGE>

two hundred  twenty-seven  thousand,  four  hundred two  (1,227,402)  additional
shares of Access One Common Stock.

             (c) Time of Earn Out Payment The Earn Out Payment, if any, shall be
evidenced by the delivery to the OmniCall  Shareholders of the additional Access
One  Common  Stock no later than  thirty  (30) days  after  receipt of  year-end
financial  statements  of BizKick for the fiscal year ended  December  31, 2000,
unless the parties  disagree as to the  computation  of the Earn Out Payment for
the Earn Out Period,  in which  event the Earn Out Payment  shall be made within
two (2)  business  days  following  resolution  of any  such  disagreement.  The
additional Access One Common Stock issued to the OmniCall  Shareholders pursuant
to this Section 2.9 shall be divided pro-rata among the OmniCall Shareholders in
accordance  with their  respective  ownership  interests  in the common stock of
OmniCall on the date of Closing.

             (d) Spin-Off on Sale Event. In the event Access One determines that
it would be in its best  interests to spin-off,  sell,  or otherwise  dispose of
BizKick  prior to  December  31,  2000,  then and in such  event,  the  OmniCall
Shareholders  shall  collectively  receive  in  cash  an  amount  equal  to  (i)
thirty-six percent (36%) of the gross proceeds of sale of BizKick, including any
consideration paid or to be paid under any ancillary  agreements with respect to
said sale, and without  reduction for any applicable  taxes assessed with regard
thereto or; (ii) thirty-six  percent (36%) of the spin-off valuation of BizKick,
including any  consideration  paid or to be paid under any ancillary  agreements
with respect to said spin-off,  and without  reduction for any applicable  taxes
assessed with regard thereto.

             (e) Cessation of Business. The board of directors of Access One may
determine, in their sole discretion, to cease all operations of BizKick. In such
event, all software and source codes to the software,  and other assets relating
thereto,  shall revert to the OmniCall  Shareholders or such other entity as the
OmniCall Shareholders shall direct. All of the then current obligations relating
to the HHT debt, as presently reflected on Schedule 1.1 hereof, shall be assumed
by the OmniCall  Shareholders or such other entity as the OmniCall  Shareholders
shall direct.

                                   ARTICLE III
    REPRESENTATIONS AND WARRANTIES OF OMNICALL AND THE PRINCIPAL SHAREHOLDERS

The  Principal  Shareholders  and  OmniCall  jointly  and  severally,  ,  hereby
represent and warrant to Access One and Newco as follows:

         SECTION 3.1  Corporate  Organization.  OmniCall is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
South  Carolina  and has all  requisite  corporate  power and  authority to own,
operate  and lease its  properties  and  assets as and where the same are owned,
operated  or leased and to conduct its  business  as it is now being  conducted.
OmniCall  is in good  standing  and duly  qualified  or  licensed  as a  foreign
corporation to do business in those jurisdictions listed on Schedule 3.1 hereto,
such  jurisdictions  being the only  jurisdictions  in which the location of the
property and assets  owned,  operated or leased by OmniCall or the nature of


                                       11
<PAGE>

the  business  conducted  by  OmniCall  makes such  qualification  or  licensing
necessary.  OmniCall has heretofore delivered to Access One complete and correct
copies of OmniCall's articles of incorporation and by-laws, as amended to and as
in effect on the date hereof.

         SECTION 3.2 Capitalization.

         (a) The authorized  capital stock of OmniCall consists of fifty million
(50,000,000) shares of OmniCall Common Stock and ten million (10,000,000) shares
of preferred stock. As of the date hereof, twelve million two hundred sixty-nine
thousand  (12,269,000)  shares of OmniCall Common Stock are currently issued and
outstanding. No shares of preferred stock are issued and outstanding.

         (b) All outstanding shares of OmniCall Common Stock are validly issued,
fully paid and nonassessable; and, except as set forth in OmniCall's Articles of
Incorporation,  or in the agreements  pursuant to which OmniCall Preferred Stock
was issued,  there are no  preemptive  or similar  rights in respect of OmniCall
Common Stock.  All shares of OmniCall Common Stock issuable upon the exercise of
options or granted under the Equity  Participation  Plan,  will,  when issued in
accordance  therewith,  be validly  issued,  fully paid and  nonassessable.  All
outstanding  shares of OmniCall  Common Stock issued since formation were issued
in  compliance  with  all  requirements  of all  applicable  federal  and  state
securities  laws and OmniCall has  otherwise  complied in all material  respects
with federal and state securities laws.

         (c)  Schedule  3.2(c)  hereto sets forth a complete and correct list of
each holder of outstanding shares of OmniCall Common Stock, the number of shares
of OmniCall Common Stock owned by each such holder and residence address of such
holders.

         (d) Schedule  3.2(d) hereto also sets forth a complete and correct list
of all options ("Stock  Options")  granted under  OmniCall's  Stock Option Plan,
indicating as to each holder  thereof,  the number of shares of OmniCall  Common
Stock subject  thereto and the  exercisability,  exercise price and  termination
date therefor.

         (e) Schedule  3.2(e) hereto also sets forth a complete and correct list
of all Persons with an Equity Participation and a complete and correct statement
of the extent of the Equity  Participation  of each  Person,  including  without
limitation  the  number  of  shares  of  OmniCall   Common  Stock  and/or  other
consideration such Person is entitled to receive hereunder.

         SECTION 3.3 Subsidiaries. OmniCall does not own twenty percent (20%) or
more of the outstanding voting securities or other equity interests of any other
entity.

         SECTION 3.4  No  Commitments  to Issue  Capital  Stock.  Except for the
Equity  Participations  providing for the issuance of approximately one million,
ninety thousand, seven hundred seventy-four (1,090,774) voting shares, and Stock
Options  to  purchase  a maximum  of one  hundred  two  thousand,  five  hundred
(102,500) shares, there are no outstanding options, warrants, calls, convertible
securities  or  other  rights,  agreements,  commitments  or  other  instruments
pursuant


                                       12
<PAGE>

to which OmniCall is or may become obligated to authorize, issue or transfer any
shares of its capital stock.  Except as set forth on Schedule 3.4 hereto,  there
are no agreements or  understandings  in effect among any of the shareholders of
OmniCall  or with  any  other  Person  with  respect  to the  voting,  transfer,
disposition or registration under the Securities Act of 1933, as amended, of any
shares of capital stock of OmniCall.

         SECTION 3.5  Authorization;  Execution and  Delivery.  OmniCall has all
requisite  corporate  power and  authority  to execute,  deliver and perform its
obligations  under this  Agreement.  The execution,  delivery and performance of
this Agreement by OmniCall and the consummation of the transactions contemplated
hereby and thereby have been duly authorized by all requisite  corporate  action
on the part of OmniCall,  except that  OmniCall's  shareholders  are required to
approve and adopt the Merger and this  Agreement.  This  Agreement has been duly
executed and delivered by OmniCall and,  subject to such  shareholder  approval,
constitutes  the legal,  valid and binding  obligation of OmniCall,  enforceable
against OmniCall in accordance with its terms.

         SECTION  3.6   Governmental   Approvals   and  Filings.   No  approval,
authorization,   consent,  license,   clearance  or  order  of,  declaration  or
notification  to, or filing or registration  with any governmental or regulatory
authority is required in order (a) to permit  OmniCall to consummate  the Merger
or  perform  its  obligations  under  this  Agreement,  or  (b) to  prevent  the
termination  of, or materially and adversely  affect,  any  governmental  right,
privilege,  authority,  franchise, license, permit or certificate of OmniCall to
provide its services or carry on its business ("Governmental  Licenses"),  or to
prevent any material loss or disadvantage to OmniCall's  business,  by reason of
the Merger,  except for (i) filing and  recording  of the  Articles of Merger as
required by the SCBCA, and (ii) as set forth in Schedule 3.6 hereto.

         SECTION 3.7 No Conflict.  Subject to compliance  with the  governmental
requirements  described  in Section 3.6 and  obtaining  the other  consents  and
waivers that are set forth and  described  on Schedule 3.7 hereto (the  "Private
Consents"), neither the execution, delivery and performance of this Agreement by
OmniCall,  nor the  consummation  by OmniCall of the  transactions  contemplated
hereby,  will (i)  conflict  with,  or result in a breach or  violation  of, any
provision of the articles of incorporation or by-laws of OmniCall; (ii) conflict
with,  result in a breach or violation of, give rise to a default,  or result in
the  acceleration  of  performance,  or permit the  acceleration or performance,
under  (whether  or not after the giving of notice or lapse of time or both) any
note, bond, indenture,  guaranty, lease, license, agreement or other instrument,
writ,  injunction,  order,  judgment  or decree to which  OmniCall or any of its
respective properties or assets is subject;  (iii) give rise to a declaration or
imposition  of any  material  Lien  upon  any of the  properties  or  assets  of
OmniCall;  or (iv) materially impair OmniCall's business or adversely affect any
Governmental  License  necessary to enable  OmniCall to carry on its business as
presently conducted.

         SECTION 3.8 Financial Statements;  Absence of Undisclosed  Liabilities;
Receivables; Supplies.


                                       13
<PAGE>

         (a)  OmniCall  has  heretofore  delivered  to Access One  complete  and
correct  copies  of  the  following  financial  statements  (collectively,   the
"Financial  Statements"),  all of which  have been  prepared  from the books and
records of OmniCall in accordance  with GAAP and fairly  present in all material
respects the financial  condition of OmniCall as at their  respective  dates and
the results of their operations for the periods covered thereby:

                  (i) audited  balance  sheets at December 31, 1998, and audited
statements of income,  cash flows and  shareholders'  equity of OmniCall for the
fiscal year then ended, audited by KPMG Peat Marwick LLP, independent  certified
public accountants, as set forth on Schedule 3.8(a); and

                  (ii) unaudited  balance sheet (the "Interim Balance Sheet") of
OmniCall as at July 31, 1999 (the "Interim  Balance Sheet Date") and  statements
of income and cash flows for the seven (7) months  then  ended,  as set forth on
Schedule 3.8(a).

Such  statements  of income do not contain any items of special or  nonrecurring
revenue or income or any revenue or income not earned in the ordinary  course of
business, except as expressly specified therein.

         (b) Except as and to the extent  reflected  or reserved  against on the
Interim  Balance Sheet,  OmniCall did not have, as of the Interim  Balance Sheet
Date, any material liabilities, debts or obligations (whether absolute, accrued,
contingent or otherwise) of any nature that would be required as of such date to
have been included on a balance sheet  prepared in accordance  with GAAP.  Since
the Interim Balance Sheet Date, there has been no material adverse change in the
business, operations,  assets, condition (financial or otherwise),  liabilities,
results of operations or prospects of OmniCall,  and no event has occurred which
is reasonably likely to cause any such material adverse change.

         (c) All receivables of OmniCall (including accounts  receivable,  loans
receivable and advances) which are reflected in the Interim  Balance Sheet,  and
all such receivables  which arise thereafter and prior to the Closing Date, have
arisen or will have  arisen  only from bona fide  transactions  in the  ordinary
course of business  and shall be fully  collectible  at the  aggregate  recorded
amounts  thereof  (except  to  the  extent  of  appropriate   reserves  therefor
established  in  accordance  with prior  practice and GAAP),  and to the best of
OmniCall's knowledge,  are not and will not be subject to defense,  counterclaim
or offset.

         (d) All  items of  supplies  and  other  consumables  reflected  on the
Interim Balance Sheet, and all such items of supplies and other consumables that
are acquired thereafter and prior to the Closing Date, are or will be useable in
the ordinary course of business.  OmniCall has and will through the Closing Date
maintain  a  sufficient  but not an  excessive  quantity  of  each  type of such
supplies and other  consumables in order to meet the normal  requirements of its
businesses and operations.


                                       14
<PAGE>

         SECTION  3.9 Absence of  Changes.  Except as set forth in Schedule  3.9
hereto or as expressly  previously  consented to in writing by Access One, since
the Interim Balance Sheet Date,  OmniCall has conducted its business only in the
ordinary course, and OmniCall has not:

         (a) amended or  otherwise  modified its  Articles of  Incorporation  or
By-laws (or similar organizational documents);

         (b) issued or sold or  authorized  for issuance or sale, or granted any
options  or made  other  agreements  (other  than  this  Agreement)  of the type
referred  to in Section 3.4 with  respect to any shares of its capital  stock or
any  other of its  securities,  or  altered  any term of any of its  outstanding
securities  or made any change in its  outstanding  shares of  capital  stock or
other  ownership  interests  or  its  capitalization,  whether  by  reason  of a
reclassification,  recapitalization,  stock  split or  combination,  exchange or
readjustment  of shares,  stock dividend or otherwise or redeemed,  purchased or
otherwise acquired any of its capital stock;

         (c) incurred any obligation or liability, absolute, accrued, contingent
or otherwise, whether due or to become due, except current liabilities for trade
or  business  obligations  incurred  in the  ordinary  course  of  business  and
consistent with prior practice;

         (d) recorded or accrued any item of revenue,  except as a result of the
provision of local, long distance and Internet telecommunications service in the
ordinary course of business and consistent with prior practice;

         (e)  been  subjected  to  any  Lien  or  other  restriction  any of its
properties, business or assets;

         (f)  discharged  or  satisfied  any  Lien,  or paid any  obligation  or
liability,  absolute, accrued, contingent or otherwise, whether due or to become
due,  other than  current  liabilities  shown on the Interim  Balance  Sheet and
current  liabilities  incurred  since  the  Interim  Balance  Sheet  Date in the
ordinary course of business and consistent with prior practice;

         (g) declared or made any payment of dividends or other  distribution to
its  shareholders  upon or in  respect of any shares of its  capital  stock,  or
purchased,  retired or  redeemed,  or obligated  itself to  purchase,  retire or
redeem, any shares of capital stock or other securities;

         (h) sold,  transferred,  leased to others or otherwise  disposed of any
properties or assets or purchased,  leased from others or otherwise acquired any
properties or assets except in the ordinary course of business;

         (i) canceled or compromised any debt or claim or waived or released any
right of substantial value;

         (j)  transferred  or granted  any  rights  under,  or entered  into any
settlement regarding the breach or infringement of, any United States or foreign
license, patent, copyright, trademark, trade


                                       15
<PAGE>

name, service mark, brand mark, brand name,  invention or similar rights or with
respect to any know-how, or modified any existing rights with respect thereto;

         (k) made any change in the rate of compensation,  commission,  bonus or
other  remuneration  payable,  or paid or  agreed  or  orally  promised  to pay,
conditionally or otherwise, any bonus, extra compensation,  pension or severance
or vacation pay, to any  shareholder,  director,  officer,  employee,  salesman,
distributor  or agent of  OmniCall  except in the  ordinary  course of  business
consistent  with prior  practice  pursuant to or in accordance  with  OmniCall's
severance  plan  described  on  Schedule  3.9  hereto  or plans in  effect as of
December 31, 1998 and not in contemplation of the Merger;

         (l) made  any  increase  in or  commitment  to  increase  any  employee
benefits,  adopted  or made any  commitment  to adopt  any  additional  Employee
Benefit  Plan  or  made  any  contribution,   other  than  regularly   scheduled
contributions, to any Employee Benefit Plan;

         (m) engaged in any transaction with any shareholder, director, officer,
employee,  salesman,  distributor  or agent of  OmniCall  other  than (i) normal
compensation  and other fees earned in their capacity as such in accordance with
past  practice,  (ii)  transactions  in the  ordinary  course  of  business  not
involving an  expenditure  in excess of an  aggregate  of One  Thousand  Dollars
($1,000.00) per individual,  EXCEPT for advanced made by William M. Rogers,  and
(iii)   transactions   in  accordance  with  the  provisions  of  Contracts  (as
hereinafter  defined in Section  3.17(b) with any such Person that are disclosed
on Schedule 3.17 hereto) or made any loans or advances to any director, officer,
employee,  salesman,  distributor  or agent other than travel and  entertainment
advances in the ordinary course of business consistent with prior practice;

         (n) made any loan or advance to any Person  other than travel and other
similar routine advances in the ordinary course of business consistent with past
practice,  or  acquired  any  capital  stock or other  securities  of any  other
corporation or any ownership interest in any other business enterprise;

         (o) changed its banking or safe deposit arrangements;

         (p) instituted,  settled or agreed to settle any litigation,  action or
proceeding  before any court or  governmental  body  relating to OmniCall or its
respective properties or assets;

         (q) entered into any transaction,  contract or commitment other than in
the ordinary course of business;

         (r) changed any  accounting  practices  or  principles  utilized in the
preparation of the Financial Statements;

         (s) suffered any change, event or condition that, in any case or in the
aggregate,  has had or is  reasonably  likely to result  in a  Material  Adverse
Effect;


                                       16
<PAGE>

         (t) entered into any  agreement or made any  commitment  to take any of
the types of action described in subparagraphs (a) through (s) above; or

         (u)  received  notice  from  any  OmniCall  Shareholder  that  they are
exercising their dissenters  rights as provided in Section 33-13-101 et. seq. of
the SCBCA.


         SECTION 3.10 Tax Matters. Except as set forth on Schedule 3.10 hereto:

         (a) OmniCall has timely filed with the appropriate  taxing  authorities
all returns in respect of Taxes of OmniCall  required to be filed  (taking  into
account any  extension of time to file granted to or on behalf of such  entity).
The  information  on such  returns is complete  and  accurate  in all  respects.
OmniCall has paid on a timely basis all Taxes of OmniCall  (whether or not shown
on any Tax  return)  due and  payable.  No returns  for  income  taxes have been
examined by the Internal Revenue Service or other taxing authority.

         (b) No unpaid  deficiencies  for Taxes have been  claimed  proposed  or
assessed by any taxing or other governmental  authority with respect to OmniCall
for any period  ending on or prior to the date hereof,  and there are no pending
or threatened audits,  investigations or claims for or relating to any liability
in respect of Taxes of OmniCall.  OmniCall has not  requested  any  extension of
time within which to file any currently  unfiled returns in respect of any Taxes
and no extension of a statute of limitations  relating to any Taxes is in effect
with respect to OmniCall.

         SECTION 3.11 Relations with Employees and Sales Agents; Benefit Plans.

         (1)      Except as set forth in Schedule 3.11(a) hereto:

                  (i) OmniCall has satisfactory relationships with its employees
and sales agents.

                  (ii) OmniCall is in material  compliance  with all  applicable
laws  respecting  employment and employment  practices,  terms and conditions of
employment,  and wages and hours and OmniCall is not engaged in any unfair labor
practices.

                  (iii) No collective  bargaining  agreement with respect to the
business of OmniCall is currently in effect or being negotiated. OmniCall has no
obligation to negotiate any such collective bargaining  agreement,  and there is
no  indication  that  the  employees  of  OmniCall  desire  to be  covered  by a
collective bargaining agreement.

                  (iv) There are no strikes, slowdowns or work stoppages pending
knowledge, been threatened since its inception. There is no representation claim
or petition  pending before the National Labor  Relations  Board or any state or
local labor agency and, to the best of OmniCall's  or, to the best of OmniCall's
knowledge,  threatened  with respect to the  employees of OmniCall,  nor has any
such strike, slowdown or work stoppage occurred or, to the best of OmniCall's


                                       17
<PAGE>


knowledge,  no question concerning  representation has been raised or threatened
since its inception respecting the employees of OmniCall.

                  (v)  There  are no  complaints  or  charges  against  OmniCall
pending  before the National Labor  Relations  Board or any state or local labor
agency and, to the best of OmniCall's knowledge,  no Person has threatened since
its  inception to file any  complaint or charge  against  OmniCall with any such
board or agency.

                  (vi) To the best of  OmniCall's  knowledge,  no  charges  with
respect to or relating to the business of OmniCall are pending  before the Equal
Employment Opportunity Commission,  or any state or local agency responsible for
the prevention of unlawful employment practices.

                  (vii) Since its inception, OmniCall has not received notice of
the intent of any federal,  state,  local or foreign agency  responsible for the
enforcement of labor or employment laws to conduct an investigation of OmniCall,
and, to the best of OmniCall's knowledge, no such investigation is in progress.

         (b) Each  Employee  Benefit  Plan (and each  related  trust,  insurance
contract  and fund) is in  compliance  in all  material  respects in form and in
operation with all applicable requirements of Applicable Benefits Law (including
ERISA and the Code),  and is being  administered  in all  material  respects  in
accordance  with all  relevant  plan  documents  to the extent  consistent  with
Applicable  Benefits Law. There has been no prohibited  transaction with respect
to any  Employee  Benefit  Plan  which  would  result in the  imposition  of any
material unpaid excise tax. No Employee  Benefit Plan is under  investigation or
audit of OmniCall.  There are no legal  actions or suits pending or, to the best
OmniCall's knowledge, threatened against any Employee Benefit Plan or the assets
of any Employee  Benefit Plan or against any  fiduciary of any Employee  Benefit
Plan and OmniCall has no knowledge of any facts that could give rise to any such
actions. There has not occurred any circumstance by reason of which OmniCall may
be liable  for an act or a failure  to act by a  fiduciary  with  respect  to an
Employee Benefit Plan.  There has been full compliance in all material  respects
with the  notice and  continuation  requirements  of  Section  4980B of the code
applicable to any Employee Benefit Plan.

         SECTION 3.12   Properties.

         (a)  Schedule  3.12 hereto  contains a complete and correct list of all
real property owned, leased or licensed by OmniCall, together with a description
of each lease,  sublease,  license or any other  instrument under which OmniCall
claims or holds such leasehold or other interest or the right to the use thereof
or  pursuant  to which  OmniCall  has  assigned,  sublet or  granted  any rights
therein,  identifying  the parties  thereto,  the rental or other payment terms,
expiration date and cancellation and renewal terms thereof.  Except as set forth
in said Schedule 3.12, to the best of OmniCall's knowledge,  all improvements on
such real property (i) conform in all material  respects to applicable  federal,
state,  local and  foreign  laws and zoning  and  building  ordinances  (and the
properties  are zoned for the  various  purposes  for which such real  estate is
presently used), and (ii) are in good


                                       18
<PAGE>

condition and repair,  normal wear and tear  excepted,  and there does not exist
any condition or conditions that,  individually or in the aggregate,  materially
interferes with the economic value or use thereof.

         (b) All material items of personal property owned or leased by OmniCall
or used in its business is in reasonably  good  operating  condition and repair,
normal wear and tear  excepted,  and is suitable for the purpose for which it is
utilized, and there does not exist any condition that materially interferes with
the economic value or use thereof.

         (c) All real and  personal  properties  and  assets  owned,  leased  or
licensed by OmniCall or used in its business are adequate and sufficient for all
current  operations  of OmniCall.  Except as set forth in Schedule  3.12 hereto,
OmniCall has good and marketable title to or another valid right to use all such
real and personal property and assets, free and clear of all Liens, except Liens
and  imperfections  of title that do not materially  detract from the value,  or
materially interfere with the present use, of such properties or assets.

         SECTION 3.13 Compliance with Laws; Legal Proceedings.

         (a) OmniCall, to the best of its knowledge,  is not in violation of, or
in default with respect to, (i) any applicable statute,  regulation,  ordinance,
writ,  injunction,  order, judgment or decree which violation or default has had
or is  reasonably  likely to result in a Material  Adverse  Effect,  or (ii) any
Governmental  License.  Without  limiting the generality of the  foregoing,  (i)
OmniCall has not received any citation from the  Occupational  Safety and Health
Administration  or any  Occupational  Safety and Health Act  ("OSHA")  inspector
setting  forth any material  respect in which the  facilities  or  operations of
OmniCall are not in  compliance  with OSHA,  and (ii)  neither  OmniCall nor any
officer,  director,  employee or agent of any thereof has  violated  the Foreign
Corrupt Practices Act of 1977, as amended.

         (b) Except as set forth in  Schedule  3.13  hereto,  there is no order,
writ, injunction,  judgment or decree outstanding and no legal,  administrative,
arbitration or other governmental proceeding or investigation pending or, to the
best of OmniCall's  knowledge,  threatened,  and there are no claims  (including
unasserted claims of which OmniCall is aware) against or relating to OmniCall or
any of their respective  properties,  assets or businesses that could reasonably
be expected,  individually or in the aggregate,  to result in a Material Adverse
Effect.

         SECTION 3.14 Brokers. Except for the Equity Participations,  no broker,
finder or investment  advisor acted  directly or indirectly as such for OmniCall
or any of the Principal  Shareholders  in connection  with this  Agreement,  the
Merger or the other transactions  contemplated  hereby,  and no broker,  finder,
investment  advisor or other Person is entitled to any fee or other  commission,
or other  remuneration,  in  respect  thereof  based  in any way on any  action,
agreement,  arrangement  or  understanding  taken  or  made by or on  behalf  of
OmniCall or any of the Principal Shareholders.


                                       19
<PAGE>

         SECTION  3.15  Patents,  Trademarks  and Names.  Schedule  3.15  hereto
contains  a  complete  and  correct  list  of  (i)  all  trademarks,   trademark
registrations   and   applications   therefor,   service  marks,   service  mark
registrations and applications therefor,  trade names,  copyrights,  patents and
applications for patents,  or other proprietary rights wholly or partially owned
or held by or  registered  in the name of OmniCall,  or used in the operation of
the business of OmniCall, and (ii) all names under which OmniCall does business.
OmniCall has all rights  under all patents,  trademarks,  service  marks,  trade
names  or  copyrights  (or any  applications  or  registrations  respecting  any
thereof),   discoveries,   improvements,   formulas,   know-how,   data,  plans,
specifications, trade secrets, computer software (including, without limitation,
computer  programs and data bases),  drawings or the like that OmniCall requires
in order to conduct its business as it is currently being conducted.

         SECTION 3.16  Insurance.  Schedule 3.16 hereto  contains a complete and
correct list of all policies of liability, theft, fidelity, life and other forms
of  insurance  held by OmniCall  (specifying  the  insurer,  amount of coverage,
annual premium, type of insurance,  policy number, any pending claims thereunder
and any other  claims  that were made  thereunder  during  the past  year).  The
policies  listed in  Schedule  3.16 are  outstanding  and fully in force and all
premiums due with respect to such policies  have been paid.  Except as set forth
in Schedule 3.16, such policies are with reputable  insurers,  provide  adequate
coverage  for all normal  risks  incident to  OmniCall's  and the  Subsidiaries'
assets,  properties  and business  operations and are in character and amount at
least equivalent to that carried by Persons engaged in a business subject to the
same or similar  perils or hazards.  Except as set forth in such Item,  OmniCall
has not,  during the past three  fiscal  years,  been  denied or had  revoked or
rescinded any policy of insurance.

         SECTION 3.17 Contracts; etc.

         (a) Set forth on Schedule 3.17 hereto is a complete and correct list of
each of the following  Contracts,  Government  Licenses and other instruments to
which OmniCall is a party or by which OmniCall or their respective properties or
assets  are bound  (reasonably  expected  to involve  more than  Fifty  Thousand
Dollars ($50,000.00);

                  (i) each  service or other  similar  type of  agreement  under
         which services are provided by any other Person to OmniCall;

                  (ii)  each  agreement  that  restricts  the  operation  of the
         business of OmniCall as presently  conducted  and each  agreement  that
         restricts the ability of OmniCall to retain agents or  distributors  or
         to solicit customers or employees;

                  (iii) each agreement with an Affiliated Person;

                  (iv) each  operating  lease (as lessor,  lessee,  sublessor or
         sublessee) of any real property;


                                       20
<PAGE>

                  (v) each  operating  lease (as lessor,  lessee,  sublessor  or
         sublessee)  of any  tangible  personal  property or assets  (except for
         leases calling for payment of less than Five Thousand  Dollars ($5,000)
         per year and/or having a term of less than one (1) year);

                  (vi) each  license  (as  licensor,  licensee,  sublicensor  or
         sublicensee)  of any  patents,  trademarks  or other  item of  property
         described  in  Section  3.15  (other  than  customary,   non-negotiated
         licenses of computer software);

                  (vii) each  agreement  under which  services  are  provided by
         OmniCall to any material customer;

                  (viii) each written  agreement for the purchase of supplies or
         product which calls for  performance  by OmniCall over a period of more
         than six (6) months or with  respect to which there exists an aggregate
         future liability of OmniCall in excess of Twenty-Five  Thousand Dollars
         ($25,000);

                  (ix) each  agreement  under which any money has been or may be
         borrowed or loaned or any note, bond,  indenture,  or other evidence of
         indebtedness  has been issued or assumed  (other than those under which
         there remain no ongoing obligations of OmniCall),  and each guaranty of
         any evidence of indebtedness or other obligation,  or of the net worth,
         of any Person (other than endorsements for the purpose of collection in
         the ordinary course of business);

                  (x) each mortgage, deed of trust, security agreement, purchase
         money  agreement,  conditional  sales  contract or capital lease (other
         than any mortgage, purchase money agreement, conditional sales contract
         or capital lease evidencing Liens solely on tangible  personal property
         or assets  under which there exists an  aggregate  future  liability of
         OmniCall  not  in  excess  of Ten  Thousand  Dollars  ($10,000.00)  per
         mortgage, agreement, contract or lease);

                  (xi) each partnership, joint venture or similar agreement;

                  (xii) each agreement  containing  restrictions with respect to
         the  payment  of  dividends  or  other   distributions  in  respect  of
         OmniCall's capital stock;

                  (xiii) each agreement to make unpaid capital  expenditures  in
         excess of Twenty-Five Thousand Dollars ($25,000); and

                  (xiv) each other agreement having an indefinite term or a term
         of more than one (1) year (other than those that are terminable at will
         or upon not more than  thirty  (30) days'  notice by  OmniCall  without
         penalty) or  requiring  payments by OmniCall of more than Ten  Thousand
         Dollars ($10,000.00) per year.


                                       21
<PAGE>

A complete and correct copy of each written agreement, lease, license, mortgage,
deed of trust,  instrument,  contract or other type of  document  required to be
disclosed pursuant to this Section 3.17(a) has been delivered to Access One.

         (b)  Each  agreement,   lease,  license,   mortgage,   deed  of  trust,
instrument, contract or other type of document required to be disclosed pursuant
to Section  3.11(a) and Section 3.17(a) to which OmniCall is a party or by which
OmniCall or its  respective  properties or assets are bound  (collectively,  the
"Contracts"),  except for  Contracts,  the loss of which has not had, and is not
reasonably likely to result in, a Material Adverse Effect, is valid, binding and
in full  force and effect and is  believed  to be  enforceable  by  OmniCall  in
accordance  with its  terms,  except as such  enforceability  may be  limited by
bankruptcy,  insolvency,  moratorium and other similar laws affecting creditors'
rights generally and by general  principles of equity.  OmniCall is not (with or
without the lapse of time or the giving of notice,  or both) in material  breach
of or in  material  default  under  any of the  Contracts,  and,  to the best of
OmniCall's knowledge, no other party to any of the Contracts is (with or without
the lapse of time or the giving of notice,  or both) in breach of or in material
default under any of the  Contracts.  None of  OmniCall's  existing or completed
agreements is subject to renegotiation with any governmental body.

         SECTION 3.18 Permits,  Authorizations,  etc.  Schedule 3.18 hereto sets
forth all Governmental Licenses and each other material approval, authorization,
consent,  license,  certificate of public convenience,  order or other permit of
all governmental agencies,  whether federal, state, local or foreign,  necessary
to  enable  OmniCall  or the  Subsidiaries  to  own,  operate  and  lease  their
properties and assets as and where such properties and assets are owned,  leased
or  operated  and to provide  service and carry on their  business as  presently
provided and conducted  (collectively  the  "Permits") or required to permit the
continued  conduct of such  business  following  the Closing  Date in the manner
conducted on the date of this Agreement  (indicating in each case whether or not
the consent of any Person is required for the  consummation of the  transactions
contemplated  hereby).  OmniCall has all necessary  Permits of all  governmental
agencies,  whether federal,  state, local or foreign, all of which are valid and
in good  standing with the issuing  agencies and not subject to any  proceedings
for  suspension,  modification  or revocation.  All reports  required by law are
believed  to  have  been  filed  with  regulatory  agencies  having  appropriate
jurisdiction and there is no action pending before any regulatory  agency or, to
the best of OmniCall's  knowledge,  threatened by any regulatory  agency that is
reasonably  likely to materially affect the validity and full use by OmniCall of
any Permit.

         SECTION 3.19 Environmental Matters.

         (a) For purposes of this Agreement, the capitalized terms defined below
shall have the meanings ascribed to them below.

                  (i) "Environment"  means all air, surface water,  groundwater,
         drinking water or land, including land surface or subsurface.


                                       22
<PAGE>

                  (ii) "Environmental  Law(s)" means all federal, state or local
         environmental,  land use,  health,  chemical use, safety and sanitation
         laws,  statutes,  ordinances,  rules,  regulations and codes (including
         without   limitation   specific   Governmental    Licenses,    permits,
         authorizations,   directives,  approvals  or  consents,  court  orders,
         injunctions or decrees, or agreements with governmental  agencies),  as
         in  effect  on the date  hereof,  relating  to  health,  safety  or the
         protection  of  the  Environment  and/or  governing  the  discharge  of
         pollutants or the use, storage, treatment, generation,  transportation,
         processing,  handling,  production or disposal of Hazardous  Substances
         and all statutes similar to or based upon the foregoing.

                  (iii) "Environmental    Permits"   means    all     approvals,
         authorizations,   consents,   permits,   licenses,   registrations  and
         certificates required by any applicable  Environmental Law relating to:
         (a) pollution or the protection of the Environment,  including  without
         limitation those relating to the emission,  Release or discharge of any
         Hazardous  Substances  into the  Environment,  (b) the use,  treatment,
         storage  disposal,  generation,  transport  or  handling  of  Hazardous
         Substances,  or (c) the cleanup or remediation of Hazardous  Substances
         from any real property.

                  (iv) "Hazardous  Substance(s)" means, without limitation,  any
         flammable  explosives,  radioactive  materials,  urea formaldehyde foam
         insulation, polychlorinated biphenyls, petroleum and petroleum products
         (including but not limited to waste petroleum and petroleum  products),
         methane,    hazardous   materials,    hazardous   wastes,   pollutants,
         contaminants  and  hazardous  or toxic  substances,  as  defined  in or
         regulated under any applicable Environmental Laws.

                  (v)  "Release"  means any past or present  spilling,  leaking,
         pumping, pouring, emitting, emptying, discharging, injecting, escaping,
         leaching,  dumping  or  disposing  of a  Hazardous  Substance  into the
         Environment.

         (b) OmniCall has obtained all Environmental  Permits that are presently
required for the lawful operation of its business, and Schedule 3.19 hereto sets
forth a complete  and correct  list of all  Environmental  Permits  possessed by
OmniCall or the  Subsidiaries.  OmniCall (i) is in compliance with all terms and
conditions of its  Environmental  Permits and is in  compliance  with and not in
default  under  any  applicable  Environmental  Law,  and (ii) has not  received
written  notice  of  any  violation  by or  claim  against  OmniCall  under  any
Environmental Law.

         (c) There have been no Releases by OmniCall of any Hazardous Substances
(i) into, on or under any of the properties owned or operated (or formerly owned
or  operated)  by  OmniCall,  or (ii)  into,  on or under any other  properties,
including  landfills  in  which  Hazardous  Substances  have  been  Released  or
properties  on or under which  OmniCall has performed  services,  in any case in
such a way as to create any material  unpaid  liability  (including the costs of
required remediation) under any applicable Environmental Law.

         (d) To the  best of  OmniCall's  knowledge,  there  are no  underground
storage tanks,


                                       23
<PAGE>

abandoned wells or landfills on any real property owned or leased by OmniCall.

         SECTION 3.20  OmniCall  Acquisitions.  OmniCall has never  acquired nor
agreed to acquire all or any part of the stock or assets (including any customer
list) of any Person,  other than HHT Enterprises,  Inc. and property acquired in
the ordinary  course of business which is currently a division of OmniCall known
as OmniWeb or BizKick.

         SECTION  3.21 Books and  Records.  All  accounts,  books,  ledgers  and
official and other records  prepared and kept by OmniCall  have been  truthfully
and  properly  kept and  completed  in all  respects,  and there are no material
inaccuracies or discrepancies of any kind contained or reflected therein.

         SECTION 3.22 Accuracy of Information.  No statement in this Article III
or in any  Schedule or  certificate  delivered  or to be  delivered  by OmniCall
pursuant to this  Agreement  contains or will contain any untrue  statement of a
material fact or omits or will omit to state any material fact necessary to make
the statements contained therein not misleading. The information about OmniCall,
the Merger, this Agreement and the transactions  contemplated hereby included by
OmniCall in material  soliciting  approval of the Merger by the  shareholders of
OmniCall,  and all other  information  contained  therein,  other  than  written
information  supplied by Access One specifically  for use therein,  will not, on
the date such  material is first  mailed to  shareholders  of OmniCall or on the
date of the shareholder meeting, as amended or supplemented,  contain any untrue
statement of a material  fact, or omit to state any material fact required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances under which they were made, not misleading.

         SECTION 3.23 Year 2000 Compliance.  OmniCall has (a) initiated a review
and assessment of all areas within its business and operations  (including those
affected by  suppliers  and  vendors)  that could  reasonably  be expected to be
relevant to whether  OmniCall is Year 2000  Compliant,  (b) developed a plan and
time line for ensuring  that  OmniCall is Year 2000  Compliant  (except for such
instances as individually or in the aggregate would not have a Material  Adverse
Effect) on a timely basis, and (c) to date,  implemented that plan in accordance
with that timetable. Based upon the foregoing, OmniCall believes that it is Year
2000 Compliant as of the date hereof except to the extent  described in Schedule
3.23 and except for such instances as individually or in the aggregate would not
have a Material Adverse Effect.

                                   ARTICLE IV
         REPRESENTATIONS AND WARRANTIES OF ACCESS ONE, NEWCO AND BARITZ

         Access One, Newco, and Baritz jointly and severally,,  hereby represent
and warrant to OmniCall and the Principal Shareholders as follows:

         SECTION  4.1   Corporate   Organization.   Access  One  and  Newco  are
corporations  duly  organized,  validly  existing and in good standing under the
laws of the State of New Jersey and the State of Florida, respectively, and each
has all requisite  corporate  power and authority to own,


                                       24
<PAGE>

operate  and lease its  properties  and  assets as and where the same are owned,
operated  or leased  and to conduct it  business  as it is now being  conducted.
Access One is in good  standing  and duly  qualified  or  licensed  as a foreign
corporation to do business in those jurisdictions listed on Schedule 4.1 hereto,
such  jurisdictions  being the only  jurisdictions  in which the location of the
property and assets owned, operated or leased by Access One or the nature of the
business   conducted  by  Access  One  makes  such  qualification  or  licensing
necessary. Newco was incorporated in October 1999, has conducted no business and
has no material  assets or liabilities on the date hereof.  Access One and Newco
have  heretofore  delivered  to  OmniCall  true  and  correct  copies  of  their
respective  certificates  of  incorporation  and by-laws as amended to and as in
effect on the date hereof.

         SECTION 4.2 Authorization;  Execution and Delivery.  Each of Access One
and Newco has all requisite  corporate  power and authority to execute,  deliver
and perform its obligations  under this Agreement and all other agreements to be
executed by Access One and Newco pursuant  hereto.  The execution,  delivery and
performance of this Agreement by Access One and Newco,  and the  consummation of
the transactions  contemplated hereby and thereby,  have been duly authorized by
all  requisite  corporate  action  on the part of  Access  One and  Newco.  This
Agreement has been duly executed and delivered by Access One , Newco, and Baritz
and constitutes the legal,  valid and binding  obligations of Access One, Newco,
and Baritz, enforceable against Access One, Newco, and Baritz in accordance with
their respective terms.

         SECTION  4.3   Governmental   Approvals   and  Filings.   No  approval,
authorization,   consent,  license,   clearance  or  order  of,  declaration  or
notification to, or filing or registration  with, any governmental or regulatory
authority  is  required  in order (a) to permit  Access One and Newco to perform
their  respective  obligations  under  this  Agreement,  or (b) to  prevent  the
termination  of, or materially and adversely  affect , any  governmental  right,
privilege, authority, franchise, license permit or certificate of Access One and
Newco  to  provide  its  services  or  carry  on  its  business   ("Governmental
Licenses"),  or to prevent any material loss or  disadvantage  to Access One and
Newco's business,  by reason of the Merger,  except for (i) filing and recording
of the  Articles of Merger as  required  by the NJBCA and FBCA,  and (ii) as set
forth in Schedule 4.3 hereto.

         SECTION 4.4 No Conflict.  Subject to compliance  with the  governmental
requirements  referred to in Section 4.3 and  obtaining  the other  consents and
waivers  that are set  forth and  described  on  Schedule  4.4  hereto  ("Access
One/Newco Private Consents"), neither the execution, delivery and performance of
this Agreement by Access One and Newco,  nor the  consummation by Access One and
Newco of the  transactions  contemplated  hereby or thereby,  will (i)  conflict
with,  or result in a breach or violation  of, any  provision of the articles of
incorporation  or by-laws of Access One or Newco;  (ii) conflict with, or result
in breach or  violation  of,  give  rise to a  default  under,  or result in the
acceleration of performance  under (whether or not after the giving of notice or
lapse of time or both) any note,  bond,  indenture,  guaranty,  lease,  license,
agreement or other instrument,  writ,  injunction,  order, judgment or decree to
which  Access One or Newco or any of their  respective  properties  or assets is
subject so as to materially  impair  Access One's or Newco's  ability to perform
its  obligations  under  this  Agreement,  (iii) give rise to a  declaration  or
imposition  of any  material  Lien  upon  any of the  properties  or  assets  of
OmniCall; or (iv) or to cause a Material Adverse Effect on


                                       25
<PAGE>

Access One.

         SECTION  4.5  Brokers.  No  broker  or finder  has  acted  directly  or
indirectly  as such for Access One or Newco in connection  with this  Agreement,
the Merger or the other transactions contemplated hereby, and no broker, finder,
investment  advisor or other Person is entitled to any fee or other  commission,
or other  remuneration,  in  respect  thereof  based  in any way on any  action,
agreement,  arrangement or understanding taken or made by or on behalf of Access
One or Newco.

         SECTION  4.6 Access One Common  Stock.  All shares of Access One Common
Stock to be issued in  connection  with,  the Merger or  pursuant to Section 2.4
will,  upon such  issuance,  be validly issued and  outstanding,  fully paid and
nonassessable.

         SECTION 4.7 Financial Statements;  Absence of Undisclosed  Liabilities;
Receivables; Supplies.

         (a)  Access One has  heretofore  delivered  to  OmniCall  complete  and
correct  copies  of  the  following  financial  statements  (collectively,   the
"Financial  Statements"),  all of which  have been  prepared  from the books and
records of Access One in accordance with GAAP and fairly present in all material
respects the financial  condition of Access One as at their respective dates and
the results of their operations for the periods covered thereby:

                  (i) audited  consolidated  balance sheets at October 31, 1998,
         and  audited   consolidated   statements  of  income,  cash  flows  and
         shareholders'  equity of Access  One for the  fiscal  year then  ended,
         audited  by  Nussabaum,  Yates & Wolpow,  P.C.,  independent  certified
         public accountants; and

                  (ii)  unaudited   consolidated  balance  sheet  (the  "Interim
         Balance Sheet") of Access One as at July 31, 1999 (the "Interim Balance
         Sheet Date") and  consolidated  statements of income and cash flows for
         the seven (7) months then ended, as set forth on Schedule 4.7(a).

Such  statements  of income do not contain any items of special or  nonrecurring
revenue or income or any revenue or income not earned in the ordinary  course of
business, except as expressly specified therein.

         (b) Except as and to the extent  reflected  or reserved  against on the
Interim Balance Sheet,  Access One did not have, as of the Interim Balance Sheet
Date, any material liabilities, debts or obligations (whether absolute, accrued,
contingent or otherwise) of any nature that would be required as of such date to
have been included on a balance sheet  prepared in accordance  with GAAP.  Since
the Interim  Balance  Sheet Date,  other than as disclosed  on Schedule  4.7(b),
there has been no material adverse change in the business,  operations,  assets,
condition  (financial  or  otherwise),  liabilities,  results of  operations  or
prospects of Access One, and no event has occurred which is reasonably likely to
cause any such material adverse change.


                                       26
<PAGE>

         (c) All receivables of Access One (including accounts receivable, loans
receivable and advances) which are reflected in the Interim  Balance Sheet,  and
all such receivables  which arise thereafter and prior to the Closing Date, have
arisen or will have  arisen  only from bona fide  transactions  in the  ordinary
course of business  and shall be fully  collectible  at the  aggregate  recorded
amounts  thereof  (except  to  the  extent  of  appropriate   reserves  therefor
established in accordance with prior practice and GAAP) and are not and will not
be subject to defense, counterclaim or offset.

         (d) All  items of  supplies  and  other  consumables  reflected  on the
Interim Balance Sheet, and all such items of supplies and other consumables that
are acquired thereafter and prior to the Closing Date, are or will be useable in
the  ordinary  course of  business.  Access One has and will through the Closing
Date  maintain a sufficient  but not an excessive  quantity of each type of such
supplies and other  consumables in order to meet the normal  requirements of its
businesses and operations.

         SECTION 4.8 Tax Matters. Except as set forth on Schedule 4.8 hereto:

         (a) Access One has timely filed with the appropriate taxing authorities
all returns in respect of Taxes of Access One required to be filed  (taking into
account any  extension of time to file granted to or on behalf of such  entity).
The information on such returns is complete and accurate in all respects. Access
One has paid on a timely  basis all Taxes of Access One (whether or not shown on
any Tax return) due and payable.  No returns for income taxes have been examined
by the Internal Revenue Service or other taxing authority.

         (b) No unpaid  deficiencies  for Taxes have been  claimed,  proposed or
assessed by any taxing or other  governmental  authority  with respect to Access
One for any  period  ending  on or prior to the date  hereof,  and  there are no
pending or threatened  audits,  investigations  or claims for or relating to any
liability in respect of Taxes of Access One.  Access One has not  requested  any
extension of time within which to file any currently  unfiled returns in respect
of any Taxes and no extension of a statute of limitations  relating to any Taxes
is in effect with respect to Access One.

         SECTION 4.9 Compliance with Laws; Legal Proceedings.

         (a) Access One is not in  violation  of, or in default with respect to,
(i) any applicable statute,  regulation,  ordinance,  writ,  injunction,  order,
judgment or decree which violation or default has had or is reasonably likely to
result in Material  Adverse Effect,  or (ii) any Governmental  License.  Without
limiting the  generality of the  foregoing,  (i) Access One has not received any
citation  from  the  Occupational  Safety  and  Health   Administration  or  any
Occupational Safety and Health Act ("OSHA") inspector setting forth any material
respect  in  which  the  facilities  or  operations  of  Access  One  are not in
compliance  with OSHA,  and (ii) neither  Access One nor any officer,  director,
employee or agent of any thereof has violated the Foreign Corrupt  Practices Act
of 1977, as amended.


                                       27
<PAGE>

         (b)  Except as set forth in  Schedule  4.9  hereto,  there is no order,
writ, injunction,  judgment or decree outstanding and no legal,  administrative,
arbitration or other governmental proceeding or investigation pending or, to the
best of Access One's knowledge,  threatened,  and there are no claims (including
unasserted  claims of which  Access One is aware)  against or relating to Access
One or any of its subsidiaries or any of their respective properties,  assets or
businesses that could reasonably be expected,  individually or in the aggregate,
to result in a material adverse effect on Access One and its subsidiaries  taken
as a whole.

         SECTION  4.10  Absence  of  Certain  Changes.  Except  as set  forth in
Schedule  4.10  hereto or as  expressly  previously  consented  to in writing by
OmniCall,  since the Interim Balance Sheet Date, there has not been any material
adverse change in the condition  (financial or otherwise),  properties,  assets,
liabilities or business  prospects of Access One and its  subsidiaries.  Without
limiting  the  foregoing,  Access One has  conducted  its  business  only in the
ordinary course, and Access One has not:

         (a) amended or  otherwise  modified its  Articles of  Incorporation  or
By-laws (or similar organizational documents);

         (b) issued or sold or  authorized  for issuance or sale, or granted any
options  or made  other  agreements  (other  than  this  Agreement)  of the type
referred to in Section 4.11 with  respect to any shares of its capital  stock or
any  other of its  securities,  or  altered  any term of any of its  outstanding
securities  or made any change in its  outstanding  shares of  capital  stock or
other  ownership  interests  or  its  capitalization,  whether  by  reason  of a
reclassification,  recapitalization,  stock  split or  combination,  exchange or
readjustment  of shares,  stock dividend or otherwise or redeemed,  purchased or
otherwise acquired any of its capital stock;

         (c) incurred any obligation or liability, absolute, accrued, contingent
or otherwise, whether due or to become due, except current liabilities for trade
or  business  obligations  incurred  in the  ordinary  course  of  business  and
consistent with prior practice;

         (d) recorded or accrued any item of revenue,  except as a result of the
provision of local, long distance and Internet telecommunications service in the
ordinary course of business and consistent with prior practice;

         (e)  been  subjected  to  any  Lien  or  other  restriction  any of its
properties, business or assets;

         (f)  discharged  or  satisfied  any  Lien,  or paid any  obligation  or
liability,  absolute, accrued, contingent or otherwise, whether due or to become
due,  other than  current  liabilities  shown on the Interim  Balance  Sheet and
current  liabilities  incurred  since  the  Interim  Balance  Sheet  Date in the
ordinary course of business and consistent with prior practice;


                                       28
<PAGE>

         (g) declared or made any payment of dividends or other  distribution to
its  shareholders  upon or in  respect of any shares of its  capital  stock,  or
purchased,  retired or  redeemed,  or obligated  itself to  purchase,  retire or
redeem, any shares of capital stock or other securities;

         (h) sold,  transferred,  leased to others or otherwise  disposed of any
properties or assets or purchased,  leased from others or otherwise acquired any
properties or assets except in the ordinary course of business;

         (i) canceled or compromised any debt or claim or waived or released any
right of substantial value;

         (j)  transferred  or granted  any  rights  under,  or entered  into any
settlement regarding the breach or infringement of, any United States or foreign
license,  patent,  copyright,  trademark,  trade name, service mark, brand mark,
brand name,  invention  or similar  rights or with respect to any  know-how,  or
modified any existing rights with respect thereto;

         (k) made any change in the rate of compensation,  commission,  bonus or
other  remuneration  payable,  or paid or  agreed  or  orally  promised  to pay,
conditionally or otherwise, any bonus, extra compensation,  pension or severance
or vacation pay, to any  shareholder,  director,  officer,  employee,  salesman,
distributor  or agent of Access One except in the  ordinary  course of  business
consistent  with prior practice  pursuant to or in accordance  with Access One's
severance  plan  described  on  Schedule  4.10  hereto  or plans in effect as of
December 31, 1998 and not in contemplation of the Merger;

         (l) made  any  increase  in or  commitment  to  increase  any  employee
benefits,  adopted  or made any  commitment  to adopt  any  additional  Employee
Benefit  Plan  or  made  any  contribution,   other  than  regularly   scheduled
contributions, to any Employee Benefit Plan;

         (m) engaged in any transaction with any shareholder, director, officer,
employee,  salesman,  distributor  or agent of Access  One other than (i) normal
compensation  and other fees earned in their capacity as such in accordance with
past  practice,  (ii)  transactions  in the  ordinary  course  of  business  not
involving an  expenditure  in excess of an  aggregate  of One  Thousand  Dollars
($1,000.00)  per  individual,  and (iii)  transactions  in  accordance  with the
provisions  of  Contracts  (as defined in Section 3.17 with any such Person that
are  disclosed  on  Schedule  4.10  hereto) or made any loans or advances to any
director,  officer, employee,  salesman,  distributor or agent other than travel
and  entertainment  advances in the ordinary course of business  consistent with
prior practice;

         (n) made any loan or advance to any Person  other than travel and other
similar routine advances in the ordinary course of business consistent with past
practice,  or  acquired  any  capital  stock or other  securities  of any  other
corporation or any ownership interest in any other business enterprise;

         (o)      changed its banking or safe deposit arrangements;


                                       29
<PAGE>

         (p) instituted,  settled or agreed to settle any litigation,  action or
proceeding  before any court or governmental  body relating to Access One or its
respective properties or assets;

         (q) entered into any transaction,  contract or commitment other than in
the ordinary course of business;

         (r) changed any  accounting  practices  or  principles  utilized in the
preparation of the Financial Statements;

         (s) suffered any change, event or condition that, in any case or in the
aggregate,  has had or is  reasonably  likely to result  in a  Material  Adverse
Effect; or

         (t) entered into any  agreement or made any  commitment  to take any of
the types of action described in subparagraphs (a) through (s) above.

         SECTION 4.11 Capitalization.

         (a) The  authorized  capital  stock of  Access  One  consists  of fifty
million  (50,000,000)  shares of Access One Common Stock and seven  million five
hundred thousand  (7,500,000)  shares of preferred stock. As of the date hereof,
fourteen million,  four hundred  fifty-three  thousand eight hundred ninety-nine
(14,453,899) shares of Access One Common Stock are issued and outstanding as set
forth on Schedule 4.11(a) attached hereto,  and no shares of preferred stock are
issued and outstanding,  (collectively,  the "Access One Capital Stock"). At the
date hereof,  options,  warrants and other obligations are outstanding providing
for the issuance of an additional two million,  six hundred twenty-five thousand
(2,625,000) shares of Access One Common Stock. These options, warrants and other
obligations, in the aggregate, have a weighted average exercise price of One and
2/100 Dollars ($1.02) per share.

         (b) All  outstanding  shares of Access One  Capital  Stock are  validly
issued,  fully paid and nonassessable;  and, except as set forth in Access One's
Articles of  Incorporation  or in the  agreements  pursuant to which  Access One
preferred stock was issued, there are no preemptive or similar rights in respect
of Access One Common Stock.  All outstanding  shares of Access One Capital Stock
issued  since  1991  were  issued in  compliance  with all  requirements  of all
applicable  federal and state securities laws. Access One has otherwise complied
in all material respects with federal and state securities laws.

         (c) Schedule 4.11(c) hereto also sets forth a complete and correct list
of all options ("Stock  Options")  granted under Access One's Stock Option Plan,
indicating as to each holder thereof,  the number of shares of Access One Common
Stock subject  thereto and the  exercisability,  exercise price and  termination
date therefor.


                                       30
<PAGE>

         SECTION 4.12 Subsidiaries.

         (a)  Except  for  the  subsidiaries  listed  in  Schedule  4.12  hereto
(collectively, the "Subsidiaries" and, individually, a "Subsidiary"),  there are
no entities twenty percent (20%) or more of whose outstanding  voting securities
or other equity interests are owned,  directly or indirectly through one or more
intermediaries,  by Access One. Each Subsidiary is a corporation duly organized,
validly  existing and in good standing under the laws of the jurisdiction of its
incorporation  and has all  requisite  corporate  power  and  authority  to own,
operate  and lease its  properties  and  assets as and where the same are owned,
operated or leased by such  Subsidiary  and to conduct its business as it is now
being  conducted.  Each  Subsidiary  is in good  standing and duly  qualified or
licensed as a foreign corporation to do business in each of the jurisdictions in
which such  qualification  or licensing is necessary.  Access One has heretofore
delivered to OmniCall complete and correct copies of each Subsidiary's  articles
of incorporation and by-laws, in each case as amended to and as in effect on the
date hereof.

         (b) Each of the  Subsidiaries  is  wholly-owned by Access One except as
stated on Schedule 4.12(b).  Except as set forth on Schedule 4.12(b), Access One
or such Subsidiary has good and valid title to all such shares free and clear of
all Liens. All of the outstanding shares of capital stock of each Subsidiary are
validly  issued,  fully paid and  nonassessable,  and there are no preemptive or
similar rights in respect of any shares of capital stock of any Subsidiary.

         SECTION 4.13 No Commitments to Issue Capital Stock. Except as set forth
on Schedule 4.11(c) hereto, there are no outstanding options,  warrants,  calls,
convertible  securities  or  other  rights,  agreements,  commitments  or  other
instruments  pursuant  to which  Access One or any  Subsidiary  is or may become
obligated to authorize, issue or transfer any shares of its capital stock.

         SECTION 4.14 Relations with Employees and Sales Agents; Benefit Plans.

         (2)      Except as set forth in Schedule 4.14(a) hereto:

                  (i)      Access One has  satisfactory  relationships  with its
                           employees and sales agents.

                  (ii)     Access  One  is  in  material   compliance  with  all
                           applicable laws respecting  employment and employment
                           practices,  terms and conditions of  employment,  and
                           wages and hours and Access One is not  engaged in any
                           unfair labor practices.

                  (iii)    No collective  bargaining  agreement  with respect to
                           the  business of Access One is currently in effect or
                           being  negotiated.  Access One has no  obligation  to
                           negotiate any such collective  bargaining  agreement,
                           and  there is no  indication  that the  employees  of
                           Access  One  desire  to be  covered  by a  collective
                           bargaining agreement.


                                       31
<PAGE>

                  (iv)     There are no  strikes,  slowdowns  or work  stoppages
                           pending  or, to the best of Access  One's  knowledge,
                           threatened  with  respect to the  employees of Access
                           One,  nor  has  any  such  strike,  slowdown  or work
                           stoppage  occurred  or, to the best of  Access  One's
                           knowledge, been threatened since its inception. There
                           is no representation claim or petition pending before
                           the National  Labor  Relations  Board or any state or
                           local labor  agency and, to the best of Access  One's
                           knowledge, no question concerning  representation has
                           been  raised  or   threatened   since  its  inception
                           respecting the employees of Access One.

                  (v)      There are no complaints or charges against Access One
                           pending before the National Labor  Relations Board or
                           any state or local  labor  agency and, to the best of
                           Access  One's  knowledge,  no Person  has  threatened
                           since its  inception to file any  complaint or charge
                           against Access One with any such board or agency.

                  (vi)     To the best of Access  One's  knowledge,  no  charges
                           with respect to or relating to the business of Access
                           One  are   pending   before   the  Equal   Employment
                           Opportunity Commission,  or any state or local agency
                           responsible for the prevention of unlawful employment
                           practices.

                  (vii)    Since  its  inception,  Access  One has not  received
                           notice of the intent of any federal,  state, local or
                           foreign  agency  responsible  for the  enforcement of
                           labor or employment laws to conduct an  investigation
                           of  Access  One,  and,  to the best of  Access  One's
                           knowledge, no such investigation is in progress.

         (b) Each  Employee  Benefit  Plan (and each  related  trust,  insurance
contract  and fund) is in  compliance  in all  material  respects in form and in
operation with all applicable requirements of Applicable Benefits Law (including
ERISA and the Code),  and is being  administered  in all  material  respects  in
accordance  with all  relevant  plan  documents  to the extent  consistent  with
Applicable  Benefits Law. There has been no prohibited  transaction with respect
to any  Employee  Benefit  Plan  which  would  result in the  imposition  of any
material  unpaid  excise tax. No  Employee  Benefit  Plan of Access One is under
investigation  or audit.  There are no legal actions or suits pending or, to the
best Access One's knowledge, threatened against any Employee Benefit Plan or the
assets of any  Employee  Benefit  Plan or against any  fiduciary of any Employee
Benefit  Plan and Access One has no  knowledge of any facts that could give rise
to any such actions.  There has not occurred any circumstance by reason of which
Access  One may be liable  for an act or a failure  to act by a  fiduciary  with
respect to an  Employee  Benefit  Plan.  There has been full  compliance  in all
material respects with the notice and continuation requirements of Section 4980B
of the Code applicable to any Employee Benefit Plan.


                                       32
<PAGE>

         SECTION 4.15 Environmental Matters.

         (a)  Access  One  has  obtained  all  Environmental  Permits  that  are
presently  required for the lawful operation of its business,  and Schedule 4.15
hereto  sets forth a complete  and  correct  list of all  Environmental  Permits
possessed  by Access One or the  subsidiaries.  Access One (i) is in  compliance
with all terms and conditions of its Environmental  Permits and is in compliance
with and not in default under any applicable Environmental Law, and (ii) has not
received  written  notice of any violation by or claim against  Access One under
any Environmental Law.

         (b)  There  have  been  no  Releases  by  Access  One of any  Hazardous
Substances  (i) into,  on or under any of the  properties  owned or operated (or
formerly  owned or operated) by Access One, or (ii) into,  on or under any other
properties, including landfills in which Hazardous Substances have been Released
or properties on or under which Access One has performed  services,  in any case
in such a way as to create any material unpaid liability (including the costs of
required remediation) under any applicable Environmental Law.

         (c) To the best of Access  One's  knowledge,  there are no  underground
storage tanks, abandoned wells or landfills on any real property owned or leased
by Access One.

         SECTION  4.16  Access One  Information.  The written  information  with
respect to Access One and Newco,  and their officers,  directors and affiliates,
which  will be  supplied  by Access One or Newco,  or any of their  accountants,
counsel or other authorized representatives,  specifically for use in soliciting
approval of the Merger by  shareholders  of  OmniCall  will not, on the date the
offering  materials are first mailed to  shareholders of OmniCall or on the date
of the  shareholders  meeting,  as amended or  supplemented,  contain any untrue
statement of a material  fact, or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.

         SECTION  4.17 Year 2000  Compliance.  Access  One has (a)  initiated  a
review and assessment of all areas within its business and operations (including
those affected by suppliers and vendors) that could reasonably be expected to be
relevant to whether Access One is Year 2000 Compliant,  (b) developed a plan and
time line for ensuring that Access One is Year 2000  Compliant  (except for such
instances as individually or in the aggregate would not have a Material  Adverse
Effect) on a timely basis, and (c) to date,  implemented that plan in accordance
with that  timetable.  Based upon the foregoing,  Access One believes that it is
Year 2000  Compliant  as of the date hereof  except to the extent  described  in
Schedule 4.17 and except for such instances as  individually or in the aggregate
would not have a Material Adverse Effect.

         SECTION  4.18 Books and  Records.  All  accounts,  books,  ledgers  and
official and other records  prepared and kept by Access One have been truthfully
and  properly  kept and  completed  in all  respects,  and there are no material
inaccuracies or discrepancies of any kind contained or reflected therein.


                                       33
<PAGE>

         SECTION 4.19 Accuracy of  Information.  No statement in this Article IV
or in any  Schedule or  certificate  delivered  or to be delivered by Access One
pursuant to this  Agreement  contains or will contain any untrue  statement of a
material fact or omits or will omit to state any material fact necessary to make
the statements  contained  therein not misleading.  The information about Access
One,  the  Merger,  this  Agreement  and the  transactions  contemplated  hereby
included  by Access One in  material  soliciting  approval  of the Merger by the
shareholders of Access One, and all other information  contained therein,  other
than written information supplied by OmniCall specifically for use therein, will
not, on the date such material is first mailed to  shareholders of Access One or
on the date of the shareholder meeting, as amended or supplemented,  contain any
untrue statement of a material fact, or omit to state any material fact required
to be stated  therein or necessary to make the statements  therein,  in light of
the circumstances under which they were made, not misleading.

         SECTION 4.20  Acknowledgment.  An Affiliated  Person of Access One owns
and operates a web base Internet  product  known as  "WebQuill"  which may be in
competition  with  BizKick;  however,  Access  One will not divert  business  to
WebQuill to the extent where such diversion frustrates the intent of Section 2.9
hereof.

         SECTION  4.21  Financial   Arrangements.   Nothing  contained  in  this
Agreement  conflicts  with or is  prohibited  by any  financial  arrangement  or
agreement which Access One has with any financial institution including, without
limitation,  MCG Finance Corporation.  No such agreement shall hinder Access One
from  complying  with the  terms and  conditions  of this  Agreement  including,
without  limitation,  the  provisions of Section 6.6 hereof.  The  Subordination
Agreement   required  by  MCG  Finance   Corporation  in  connection  with  this
transaction is attached as Exhibit G.

                                    ARTICLE V
                              COVENANTS OF OMNICALL

         SECTION 5.1 Regular  Course of  Business.  Except as  otherwise  stated
herein or consented to in writing by Access One,  prior to the Effective Time of
the Merger  OmniCall shall carry on its business  diligently and in the ordinary
course only and,  without  limiting the  generality of the  foregoing,  OmniCall
shall  use  its  and  its  best  efforts  to:  preserve  its  present   business
organization  intact;  keep  available  the  services  of its and their  present
executive  officers  and any  management  personnel  and  preserve  its  present
relationships with distributors,  customers,  suppliers and other persons having
business  dealings with it; maintain its and their  properties and assets (other
than those  disposed of in the  ordinary  course) in good repair and  condition,
except  for  ordinary  wear and tear and  damage by  unavoidable  casualty;  and
maintain  its books of account  and records in  accordance  with GAAP and in the
usual, regular and ordinary manner and consistent with past practice.

         SECTION 5.2 Restricted Activities and Transactions. Except as otherwise
consented  to in  writing  by Access  One,  prior to the  Effective  Time of the
Merger,  OmniCall  shall not take any of the  following  actions  (and  OmniCall
represents  that  except as set forth on  Schedule  5.2,  none of the


                                       34
<PAGE>

following actions have been taken since April 1, 1999):

         (a) amend its articles of incorporation or by-laws;

         (b) issue,  sell or deliver,  or agree to issue,  sell or deliver,  any
shares of any class of capital  stock of OmniCall,  any  securities  convertible
into any such shares or  convertible  into  securities in turn so convertible or
any options, warrants or other rights calling for the issuance, sale or delivery
of any such shares or  convertible  securities,  except  upon  exercise of stock
options referenced in Section 3.2 or pursuant to the Equity Participation Plan;

         (c) encumber any of its properties or assets;

         (d) except in the ordinary course of business (and consistent with past
practice),  (i)  borrow,  or agree to borrow,  any funds or  voluntarily  incur,
assume  or  become  subject  to,  whether  directly  or by  way of  guaranty  or
otherwise, any obligation or liability (absolute or contingent),  (ii) cancel or
agree to cancel any debts or claims,  (iii) lease,  sublease,  sell or otherwise
transfer,  agree to lease,  sublease,  sell or otherwise  transfer,  or grant or
agree to grant any preferential rights to lease or otherwise acquire, any of its
properties  or assets,  (iv) make or agree to make any  capital  expenditure  in
excess of Twenty-Five  Thousand  Dollars  ($25,000.00) in any individual case or
Fifty Thousand Dollars ($50,000.00) in the aggregate,  or (v) make or permit any
amendment or termination of any Contract;

         (e) grant any increase in compensation  to any employee  (except in the
ordinary  course of business  and  consistent  with past  practice),  officer or
director of OmniCall or any sales agent,  terminate any employment  agreement or
sales agency agreement with any sales agent listed on Schedule 3.11(a) hereto or
enter into any  agreement  to make any  special  bonus  payment to or  severance
arrangement  with any employee  (except in the  ordinary  course of business and
consistent  with past  practice),  officer,  director or sales  agent  listed on
Schedule 3.11(a) hereto;

         (f) enter  into or make any  change in any  employee  benefit  program,
except as required by law;

         (g) acquire  control or ownership of any Person,  or acquire control or
ownership of the customer list or any other substantial portion of the assets of
any Person, or merge, consolidate or otherwise combine with any other Person, or
enter into any agreement providing for any of the foregoing;

         (h)  change in any  material  respect  any  arrangement  with any sales
agent,  distributor or material customer or change the accounting  practices and
principles utilized in the preparation of the Financial Statements or the method
of recognition of revenue;

         (i) except in the ordinary  course of business,  enter into or agree to
enter into any transaction material to the business of OmniCall;


                                       35
<PAGE>

         (j) declare or pay any dividend or make any distribution on its capital
stock in cash, stock or property,  redeem,  repurchase or otherwise  acquire any
shares of OmniCall Common Stock;

         (k) fail duly and timely (by the due date or any duly granted extension
thereof)  to file any Tax  reports  or Tax  returns  required  to be filed  with
federal, state, local, foreign and other authorities;

         (l) unless it is contesting the same in good faith and, if appropriate,
has established  reasonable  reserves therefor,  fail either (i) promptly to pay
any  Taxes  that are  shown on such  returns  or  otherwise  lawfully  levied or
assessed upon or payable by it or on or with respect to any of its properties or
assets,  or  (ii)  to  withhold,  collect  and  pay to the  proper  governmental
authorities,  or hold in separate bank accounts for such payment,  any Taxes and
other assessments that are required by law to be so withheld, collected and paid
or so held;

         (m) take any  action,  a  primary  purpose  of which is to  reduce  the
OmniCall  Debt,  unless such action is clearly in accordance  with past OmniCall
practice and good business practices.

         SECTION 5.3  Consents,  Approvals and Filings.  OmniCall  shall use its
best  efforts and work with Access One to (i) comply as promptly as  practicable
with the  governmental  requirements  specified  in Section 3.6 and obtain on or
before the  Closing  Date all  necessary  approvals,  authorizations,  consents,
licenses,  clearances  or  orders of  governmental  and  regulatory  authorities
referred to in Section  3.6,  and (ii) obtain on or before the Closing  Date the
Private Consents referred to in Section 3.7.

         SECTION 5.4 Access to Records and  Properties.  Prior to the  Effective
Time of the Merger,  OmniCall  shall (a) provide Access One access to the books,
records  (including  Tax  returns  filed  or  in  preparation),  properties  and
personnel of OmniCall,  (b) cause its independent  public accountants to provide
Access One and its  employees,  agents and  representatives  full  access to the
audit work papers and their other records relating to OmniCall,  and (c) provide
to Access One such other  information  concerning  the  business,  operation and
financial  condition of OmniCall as Access One may reasonably  request.  Neither
any  investigation  by Access One,  nor the receipt by Access One of any data or
information  from  OmniCall,  nor any  knowledge  Access One obtains as a result
thereof or otherwise, shall affect any right of Access One or Newco to rely upon
the  representations  or warranties made in this Agreement or in any Schedule or
certificate  delivered pursuant to this Agreement or to terminate this Agreement
pursuant to Article XI.

                                   ARTICLE VI
                             COVENANTS OF ACCESS ONE

         SECTION 6.1 Consents,  Approvals and Filings.  Access One shall use its
best  efforts  to  comply  as  promptly  as  practicable  with the  governmental
requirements  specified  in Section  4.3 and to obtain on or before the  Closing
Date (or as soon as reasonably practicable  thereafter) all necessary approvals,
authorizations,  consents,  licenses,  clearances or orders of governmental  and
regulatory  authorities referred to in Section 4.3; and (ii) obtain on or before
the Closing Date the Access


                                       36
<PAGE>

One/Newco Private Consents referred to in Section 4.4.

         SECTION 6.2 Access to Records and  Properties.  Prior to the  Effective
Time of the Merger,  Access One shall (a) provide  OmniCall access to the books,
records  (including  Tax  returns  filed  or  in  preparation),  properties  and
personnel of Access One, (b) cause its independent public accountants to provide
OmniCall and its employees,  agents and representatives full access to the audit
work papers and their other  records  relating to Access One, and (c) provide to
OmniCall such other information concerning the business, operation and financial
condition  of  Access  One as  OmniCall  may  reasonably  request.  Neither  any
investigation  by  OmniCall,  nor  the  receipt  by  OmniCall  of  any  data  or
information  from Access One,  nor any  knowledge  OmniCall  obtains as a result
thereof  or  otherwise,  shall  affect  any right of  OmniCall  to rely upon the
representations  or  warranties  made in this  Agreement  or in any  Schedule or
certificate  delivered pursuant to this Agreement or to terminate this Agreement
pursuant to Article XI.

         SECTION 6.3 Board of Directors.  OmniCall  shall be assured of at least
one (1) seat on the Board of Directors of Access One.

         SECTION 6.4 Regular  Course of  Business.  Except as  otherwise  stated
herein or consented to in writing by OmniCall,  prior to the  Effective  Time of
the Merger Access One shall carry on its business diligently and in the ordinary
course only and,  without  limiting the generality of the foregoing,  Access One
shall  use  its  and  its  best  efforts  to:  preserve  its  present   business
organization  intact;  keep  available  the  services  of its and their  present
executive  officers  and any  management  personnel  and  preserve  its  present
relationships with distributors,  customers,  suppliers and other persons having
business  dealings with it; maintain its and their  properties and assets (other
than those  disposed of in the  ordinary  course) in good repair and  condition,
except  for  ordinary  wear and tear and  damage by  unavoidable  casualty;  and
maintain  its books of account  and records in  accordance  with GAAP and in the
usual, regular and ordinary manner and consistent with past practice.

         SECTION 6.5  Funding and  Reimbursement  Obligations  after  August 25,
1999.

         Since August 25, 1999,  William M. Rogers  ("Rogers")  has  contributed
monies in the form of loans to OmniCall  over and above the  OmniCall  Debt (the
"Post-August  Advances") to operate OmniCall's  business in accordance with past
practices,  all of which are listed on  Schedule  6.5.  In order to satisfy  the
indebtedness  of  OmniCall  to  Rogers,   OmniCall  shall,   with  Access  One's
unqualified  consent and agreement,  pursue collection of an arbitration dispute
with  e-spire  Communications,  Inc.,  formerly  known  as ACSI  Local  Switched
Services,  Inc.,  in regard to that certain  Switch  Partition  Agreement  dated
September 30, 1997, a copy of which has been provided to Access One. Any and all
proceeds  received by OmniCall as a result of these collection  procedures shall
be  immediately   assigned,   transferred   and  delivered  to  Rogers  in  full
satisfaction of the Post-August Advances together with interest accrued thereon.
Attorney fees and costs of the collection process,  after Closing,  shall be the
sole  responsibility  of Rogers.  Neither OmniCall nor Access One shall have any
liability to Rogers for Post-August Advances,  whether or not a recovery is made
from


                                       37
<PAGE>

e-spire  Communications,  Inc.; the  assignment of these rights and  liabilities
associated with e-spire  Communications,  Inc. shall be and is a full release of
any  liability  to Rogers  for  Post-August  Advances,  including  any  interest
thereon. Similarly,  OmniCall and Access One shall have no rights or interest in
the benefits or assets associated with the Switch Partition Agreement.

         SECTION 6.6 Payment of OmniCall Debt.  The OmniCall  leases in the name
of Teleco shall be assumed  simultaneously  with the  Closing,  and the OmniCall
Debt shall be paid as follows:

         (a) The line of credit,  in the initial  amount of Two Million  Dollars
($2,000,000.00), in the name of Rogers at SouthTrust Bank, N.A. shall be paid in
full at Closing;

         (b) The  payment  of  Three  Million  Dollars  ($3,000,000)  loaned  to
OmniCall by William M.  Rogers,  including  any  renewals  thereof  (the "Note")
attached as Schedule 6.6(b), shall be deferred and subordinated  pursuant to the
terms of the MCG Finance Corporation Subordination Agreement attached as Exhibit
G (with the  exception of interest on the Note which shall be paid by Access One
on the first day of each  month),  until the earlier of: (i) a change of control
of Access One as it exists after this merger; or (ii) an initial public offering
of Access  One,  at which  time the then  outstanding  balance  shall be due and
payable in full.  In the event that  neither  (i) nor (ii) of this  Section  6.6
shall have occurred on or before  October 1, 2000,  then  beginning  January 31,
2001,  payments of Seven  Hundred  Fifty  Thousand  Dollars  ($750,000.00)  plus
interest due shall be made by Access One, and such payments shall continue every
three (3) months  thereafter until either (i) or (ii) occurs,  at which time the
unpaid balance of the Note, together with any interest accrued but unpaid, shall
be paid in full by Access One.

         In  consideration  of the deferral of payment of the Note, , Access One
shall,  at  Closing,  grant to Rogers  warrants  for the  purchase of up to five
hundred  thousand  (500,000) shares of Access One Common Stock at a price of One
and 55/100  Dollars  ($1.55) per share.  The warrants shall expire on October 1,
2004,  provided  that  Access One is not default of its  obligations  under this
Section 6.6. The warrants shall otherwise be in a form  substantially  identical
to those given to other holders of Access One warrants.

         (c) all other debt including, but not limited to current debt, shall be
paid as and when the same becomes due, in accordance  with the respective  terms
thereof.

         SECTION 6.7 Restricted Activities and Transactions. Except as otherwise
consented to in writing by OmniCall,  prior to the Effective Time of the Merger,
Access  One shall not take any of the  following  actions  (and  Access  One and
Baritz represent that except as set forth on Schedule 6.7, none of the following
actions have been taken since April 1, 1999):

         (a) amend its articles of incorporation or by-laws;

         (b) issue,  sell or deliver,  or agree to issue,  sell or deliver,  any
shares of any class of capital stock of Access One, any  securities  convertible
into any such shares or  convertible  into  securities in turn so convertible or
any options, warrants or other rights calling for the issuance, sale


                                       38
<PAGE>

or delivery of any such shares or convertible  securities,  except upon exercise
of stock options referenced in Section 4.11(c);

         (c) encumber any of its properties or assets;

         (d) except in the ordinary course of business (and consistent with past
practice),  (i)  borrow,  or agree to borrow,  any funds or  voluntarily  incur,
assume  or  become  subject  to,  whether  directly  or by  way of  guaranty  or
otherwise, any obligation or liability (absolute or contingent),  (ii) cancel or
agree to cancel any debts or claims,  (iii) lease,  sublease,  sell or otherwise
transfer,  agree to lease,  sublease,  sell or otherwise  transfer,  or grant or
agree to grant any preferential rights to lease or otherwise acquire, any of its
properties  or assets,  (iv) make or agree to make any  capital  expenditure  in
excess of Twenty-Five  Thousand  Dollars  ($25,000.00) in any individual case or
Fifty Thousand Dollars ($50,000.00) in the aggregate,  or (v) make or permit any
amendment or termination of any Contract;

         (e) grant any increase in compensation  to any employee  (except in the
ordinary  course of business  and  consistent  with past  practice),  officer or
director of Access One or any sales agent, terminate any employment agreement or
sales  agency  agreement  with any sales agent  listed on Schedule 6.7 hereto or
enter into any  agreement  to make any  special  bonus  payment to or  severance
arrangement  with any employee  (except in the  ordinary  course of business and
consistent  with past  practice),  officer,  director or sales  agent  listed on
Schedule 6.7 hereto;

         (f) enter  into or make any  change in any  employee  benefit  program,
except as required by law;

         (g) acquire  control or ownership of any Person,  or acquire control or
ownership of the customer list or any other substantial portion of the assets of
any Person, or merge, consolidate or otherwise combine with any other Person, or
enter into any agreement providing for any of the foregoing;

         (h)  change in any  material  respect  any  arrangement  with any sales
agent,  distributor or material customer or change the accounting  practices and
principles utilized in the preparation of the Financial Statements or the method
of recognition of revenue;

         (i) except in the ordinary  course of business,  enter into or agree to
enter into any transaction material to the business of Access One;

         (j) declare or pay any dividend or make any distribution on its capital
stock in cash, stock or property,  redeem,  repurchase or otherwise  acquire any
shares of Access One Common Stock or Access One Capital Stock;

         (k) fail duly and timely (by the due date or any duly granted extension
thereof)  to file any Tax  reports  or Tax  returns  required  to be filed  with
federal, state, local, foreign and other authorities;



                                       39
<PAGE>

         (l) unless it is contesting the same in good faith and, if appropriate,
has established  reasonable  reserves therefor,  fail either (i) promptly to pay
any  Taxes  that are  shown on such  returns  or  otherwise  lawfully  levied or
assessed upon or payable by it or on or with respect to any of its properties or
assets,  or  (ii)  to  withhold,  collect  and  pay to the  proper  governmental
authorities,  or hold in separate bank accounts for such payment,  any Taxes and
other assessments that are required by law to be so withheld, collected and paid
or so held.


                                       40
<PAGE>

                                   ARTICLE VII
                                MUTUAL COVENANTS

         SECTION 7.1  Expenses.  Each of the parties  hereto shall pay all costs
and  expenses  incurred  by such  party  in  connection  with  the  transactions
contemplated by this  Agreement,  whether or not the  transactions  contemplated
hereby are consummated.

         SECTION 7.2 Confidentiality;  Public Announcements. Each party will and
will  cause  its  employees  and  agents to hold in  strict  confidence,  unless
disclosure is compelled by judicial or administrative process, or in the opinion
of its counsel,  by other requirements of law, all Confidential  Information and
will not  disclose  the same to any  Person.  The party  gaining  access to such
Confidential  Information  shall  exercise  the same degree of care with respect
thereto that any such party uses to preserve and safeguard its own  confidential
proprietary  information.  Confidential  Information  shall be used only for the
purpose of and in connection  with  consummating  the  transaction  contemplated
herein. If this Agreement is terminated,  each party hereto will promptly return
all  documents  received  by it from each other  party  containing  Confidential
Information.  None of the parties hereto shall make any disclosure to the public
or concerning the Merger, this Agreement or the transactions contemplated hereby
other than with the express written consent of the other parties hereto,  except
as may  be  required  by  law,  or by  rule,  regulation  or  announcement  of a
governmental or quasi-governmental agency. To the extent reasonably practicable,
any press  release  proposed to be issued by any party hereto shall be submitted
to  the  other  parties  hereto  for  approval,  which  approval  shall  not  be
unreasonably withheld or delayed.

         SECTION 7.3 Further Assurances. Each party hereto agrees to execute and
deliver such instruments and take such other actions as any other such party may
reasonably request in order to carry out the intent of this Agreement.

         SECTION 7.4 Preparation of Required  Filings.  Access One and Newco, on
the one hand,  and OmniCall,  on the other hand,  shall (a)  cooperate  with one
another in  determining  whether any filings are required to be made or consents
or approvals are required to be obtained in any  Jurisdiction in connection with
the consummation of the transactions  contemplated hereby and in making any such
filings  promptly and in seeking to obtain in a timely fashion any such consents
or approvals,  and (b) use their best efforts to cause the  satisfaction  of the
conditions  within their control to the others'  obligation at the Closing.  The
respective  parties  shall each  furnish  to one  another  and to one  another's
counsel  all  such  information  as may be  required  in order  to  fulfill  the
foregoing obligations.

         SECTION 7.5  Representations  to Remain  Accurate.  None of the parties
hereto will take,  agree to take, or knowingly  permit to be taken any action or
do or knowingly  permit to be done anything in the conduct of its  business,  or
otherwise,  which  would  cause  any of the  respective  representations  of the
parties  contained  herein to be or become untrue in any material  respect on or


                                       41
<PAGE>

before Closing.

         SECTION 7.6 Best Efforts. Each of the parties hereto will utilize their
respective  best efforts to cause all  conditions  to Closing for which they are
responsible to be satisfied on or before Closing.

                                  ARTICLE VIII
                          CONDITIONS TO OBLIGATIONS OF
                          ACCESS ONE, NEWCO, AND BARITZ

         The obligations of Access One,  Newco,  and Baritz under this Agreement
to consummate the Merger shall be subject to the satisfaction,  or to the waiver
by them in the manner  provided by Section  13.4, on or before the Closing Date,
of each of the following conditions:

         SECTION 8.1  Representations  and Warranties.  The  representations and
warranties  of  OmniCall  and  the  Principal  Shareholders  contained  in  this
Agreement or in any Schedule or certificate  delivered  pursuant hereto shall be
complete and correct as of the date when made,  shall be deemed  repeated at and
as of the Closing Date as if made on the Closing Date and shall then be complete
and correct.

         SECTION  8.2  Performance  of  Covenants.  OmniCall  and the  Principal
Shareholders  shall have  performed  and complied in all material  respects with
each  covenant,  agreement  and  condition  required  by  this  Agreement  to be
performed or complied with by them prior to or on the Closing Date.

         SECTION  8.3  Update  Certificate.  Access  One and  Newco  shall  have
received favorable certificates,  dated the Closing Date, signed by OmniCall and
each of the Principal  Shareholders  as to the matters set forth in Sections 8.1
and 8.2.

         SECTION 8.4 No Governmental or Other Proceeding or Litigation. No order
of any court or  administrative  agency  shall be in effect  that  restrains  or
prohibits  any  transaction  contemplated  hereby or that would  limit or affect
Access One's or Newco's  ownership or operation of the business of OmniCall;  no
suit, action,  investigation,  inquiry or proceeding by any governmental body or
other person or entity shall be pending or threatened  against Access One, Newco
or OmniCall that challenges the validity or legality,  or that seeks to restrain
the consummation, of the transactions contemplated hereby or that seeks to limit
or otherwise affect Access One's or Newco's right to own or operate the business
of  OmniCall;  and no written  advice  shall have been  received  by Access One,
Newco,  OmniCall or by any of their  respective  counsel  from any  governmental
body,  and remain in effect,  stating that an action or proceeding  will, if the
Merger  is  consummated  or  sought  to be  consummated,  be  filed  seeking  to
invalidate  or restrain the Merger or limit or otherwise  affect Access One's or
Newco's ownership or operation of the business of OmniCall.

         SECTION 8.5 Approvals and Consents.  All approvals of  applications  to
public


                                       42
<PAGE>

authorities,  federal, state, local or foreign, and all consents or approvals of
any non-governmental persons (including the Private Consents) who are parties to
Contracts  to which  OmniCall  is a party or to which  properties  or  assets of
OmniCall are subject, the granting of which is necessary for the consummation of
the Merger or for preventing the termination of any material  right,  privilege,
license or agreement of OmniCall or any material loss or  disadvantage to Access
One or the  business  of  OmniCall  by reason  of the  Merger,  shall  have been
obtained, and no such consent or approval shall have imposed a condition to such
consent or approval that, in the  reasonable  opinion of Access One, will have a
material adverse effect on the consolidated  financial position or operations of
Access One or on the business of OmniCall.

         SECTION 8.6 Opinion of Counsel. OmniCall shall have delivered to Access
One, Newco, and Baritz an opinion of Hunter & Tomaszek,  P.A., dated the Closing
Date and addressed to Access One, Newco, and Baritz, as to the matters set forth
on Exhibit E hereto, in form and substance  reasonably  acceptable to Access One
and its counsel.

         SECTION 8.7 Shareholder  Approval.  This Agreement shall have been duly
approved  and  adopted  at or prior to the  Effective  Time of the Merger by the
requisite vote of the shareholders of OmniCall in accordance with the SCBCA.

         SECTION 8.8 Material  Adverse Change.  No Material  Adverse Change with
respect to OmniCall  shall have occurred  after the date hereof  (including  any
Material  Adverse  Change)  resulting from the failure of William Rogers to fund
the operations of OmniCall after August 25, 1999 as  contemplated in Section 6.5
above.

                                   ARTICLE IX
      CONDITIONS TO OMNICALL'S AND THE PRINCIPAL SHAREHOLDERS' OBLIGATIONS

         The obligations of OmniCall and the Principal  Shareholders  under this
Agreement to consummate the Merger shall be subject to the  satisfaction,  or to
the waiver by OmniCall in the manner  contemplated by Section 13.4, on or before
the Closing Date, of each of the following conditions:

         SECTION 9.1  Representations  and Warranties.  The  representations and
warranties  of  Access  One and  Newco  contained  in this  Agreement  or in any
Schedule or certificate  delivered pursuant hereto shall be complete and correct
as of the date when made, shall be deemed repeated at and as of the Closing Date
as if made on the Closing Date and shall then be complete and correct.

         SECTION 9.2  Performance of Covenants.  Access One and Newco shall have
performed and complied in all material  respects with each  covenant,  agreement
and  condition  required by this  Agreement to be performed or complied  with by
them prior to or on the Closing Date.

         SECTION  9.3  Update  Certificate.   OmniCall  shall  have  received  a
favorable certificate, dated the Closing Date, signed by Access One and Newco as
to the matters set forth in Section 9.1


                                       43
<PAGE>

and 9.2.

         SECTION 9.4 No Governmental or Other Proceeding or Litigation. No order
of any court or  administrative  agency  shall be in effect  that  restrains  or
prohibits the Merger; no suit, action,  investigation,  inquiry or proceeding by
an  governmental  body or other person or entity shall be pending or  threatened
against Access One, Newco or OmniCall that  challenges the validity or legality,
or that seeks to restrain the consummation of the Merger;  and no written advice
shall have been  received by Access  One,  Newco,  OmniCall or their  respective
counsel from any governmental body, and remain in effect, stating that an action
or proceeding will, if the Merger is consummated or sought to be consummated, be
filed seeking to invalidate or restrain the Merger.

         SECTION 9.5 Approvals and Consents.  All approvals of  applications  to
public authorities,  federal,  state local or foreign,  the granting of which is
necessary for the consummation of the Merger, shall have been obtained.

         SECTION  9.6  Opinion of Counsel.  Access One shall have  delivered  to
OmniCall and the Principal Shareholders an opinion of Dreier & Baritz, LLP dated
the Closing Date and addressed to OmniCall and the Principal Shareholders, as to
the  matters  set forth on  Exhibit F hereto  in form and  substance  reasonably
acceptable to OmniCall, the Principal Shareholders, and their counsel.

         SECTION 9.7 Shareholder  Approval.  This Agreement shall have been duly
approved  and  adopted  at or prior to the  Effective  Time of the Merger by the
requisite vote of the  shareholders  of Access One in accordance  with the NJBCA
and Newco in accordance with the FBCA.

         SECTION 9.8 Material  Adverse Change.  No Material  Adverse Change with
respect to Access One shall have occurred after the date hereof.

                                    ARTICLE X
                              CLOSING; CLOSING DATE

         Unless this Agreement  shall have been terminated and the Merger herein
contemplated   shall  have  been   abandoned   pursuant   to  Article   XI,  and
notwithstanding anything in this Agreement to the contrary, the Closing shall be
held as soon as  practicable  after the  obtaining of all consents and approvals
required  pursuant to Sections 8.5 and 9.5 (to the extent the obtaining  thereof
has not been waived by the party or other entity  entitled to grant such waiver)
at the offices of Access One.  At such time (the  "Closing  Date") and place the
documents referred to in Section 2.7 and Articles VIII and IX shall be exchanged
by the parties and, as soon as  practicable  thereafter,  the Articles of Merger
shall be filed with the offices of the  Secretary of State of the State of South
Carolina,  New  Jersey,  and  Florida;  provided,  however,  that  if any of the
conditions  provided for in Article VIII or IX shall not have been met or waived
by the date on which the Closing is  otherwise  scheduled,  then the party whose
obligations are subject to the  satisfaction of such condition shall be entitled
to postpone the Closing by notice to the other parties  until such  condition or
conditions  shall have been met (which such other parties shall seek to cause to
happen at the earliest practicable date) or waived.


                                       44
<PAGE>

                                   ARTICLE XI
                                   TERMINATION

         This Agreement may be terminated and the Merger may be abandoned before
the Effective Time of the Merger, notwithstanding any approval of this Agreement
by the  shareholders  of OmniCall or by Access One, in its  capacity as the sole
shareholder of Newco:

         (a) by the mutual consent in writing of Access One, Newco and OmniCall;

         (b) by Access One and Newco, or by OmniCall,  at any time after January
31,  2000 (or such later date as shall have been  agreed to in writing by Access
One and OmniCall), if at the time notice of such termination is given the Merger
shall  not have  become  effective  other  than as a result  of a breach of this
Agreement by any of the parties giving such notice of termination;

         (c)  by   Access   One  or  Newco  if   there   has  been  a   material
misrepresentation  by  OmniCall  or the  Principal  Shareholders,  or a material
breach on the part of OmniCall  or the  Principal  Shareholders  of any of their
warranties or covenants set forth herein,  or a material  failure on the part of
OmniCall  or the  Principal  Shareholders  to  comply  with any of  their  other
obligations   hereunder;   or  by   OmniCall   if  there  has  been  a  material
misrepresentation  by Access One or Newco,  or a material  breach on the part of
Access One or Newco of any of their warranties or covenants set forth herein, or
a  material  failure  on the part of Access  One or Newco to comply  with any of
their other obligations hereunder.

The  exercise of the power of  termination  provided in this Article XI shall be
effective  only  after  written  notice  thereof,  signed on behalf of the party
exercising such power by its duly authorized  officer,  shall have been given to
the other  parties.  If this  Agreement is terminated  in  accordance  with this
Article XI, the Merger shall be abandoned  without  further  action by OmniCall,
Newco, or Access One.

                                   ARTICLE XII
                                 INDEMNIFICATION

         SECTION  12.1  Survival  of   Representations.   All   representations,
warranties,  covenants and agreements of the parties  hereto shall survive,  the
execution and delivery of this Agreement, and any Closing hereunder for a period
of eighteen (18) months.

         SECTION  12.2  Indemnification  of Access One and Newco by OmniCall and
the  Principal  Shareholders.  OmniCall and the  Principal  Shareholders  hereby
indemnify and agree to hold Access One and Newco and their respective  officers,
directors and  employees (an "Access One  Indemnified  Person")  harmless  from,
against and in respect of :

         (a) any and all loss,  liability or damage suffered or incurred by such
Access One


                                       45
<PAGE>

Indemnified Person by reason of any untrue representation, breach of warranty or
nonfulfillment of any material  covenant by OmniCall  contained herein or in any
Schedule,  certificate,  document or instrument  delivered by OmniCall to Access
One or Newco pursuant hereto or in connection herewith; and

         (b)  any  and  all  actions,  suits,   proceedings,   claims,  demands,
assessments,  judgments, costs and expenses including, reasonable legal fees and
expenses,  incident to any of the  foregoing  or incurred  in  investigating  or
attempting  to  avoid  the  same or to  oppose  the  imposition  thereof,  or in
enforcing this indemnity.

         SECTION  12.3 Access  One's,  Baritz's and Newco's  Indemnification  of
OmniCall and the Principal Shareholders.  Access One, Baritz, and Newco, jointly
and  severally,  hereby  indemnify  and agree to hold OmniCall and the Principal
Shareholders and their respective  officers,  directors,  and employees harmless
from, against and in respect of :

         (a) any and all loss,  liability  or damage  suffered  or  incurred  by
OmniCall, a Principal  Shareholder or any such officer,  director or employee by
reason of any untrue representation, breach of warranty or nonfulfillment of any
covenant  by  Access  One  or  Newco  contained   herein  or  in  any  Schedule,
certificate, document or instrument delivered by Access One or Newco to OmniCall
or such Principal Shareholder pursuant hereto or in connection herewith; and

         (b)  any  and  all  actions,  suits,   proceedings,   claims,  demands,
assessments,  judgments, costs and expenses, including reasonable legal fees and
expenses,  incident to any of the  foregoing  or incurred  in  investigating  or
attempting  to  avoid  the  same or to  oppose  the  imposition  thereof,  or in
enforcing this indemnity.

         SECTION 12.4 Certain Limitations on Indemnification.(a) Notwithstanding
anything  to  the  contrary   contained  in  this  Article  XII,  no  claim  for
indemnification under Section 12.2 or 12.3 shall be made unless any single claim
or group of claims (whether or not related) exceeds One Hundred Thousand Dollars
($100,000.00),  and in the case of  claims in  excess  of One  Hundred  Thousand
Dollars  ($100,000.00),  the initial One Hundred Thousand Dollars  ($100,000.00)
shall be subject to indemnification.

         (b) A Principal  Shareholder or Baritz shall be entitled to satisfy any
obligations of indemnification  hereunder,  in whole or in part, by surrendering
shares of Access One Common Stock as appropriate.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

         SECTION 13.1  Entirety of  Agreement.  This  Agreement  (including  all
Schedules  and  Exhibits   hereto),   together  with  the  other  documents  and
certificates  delivered  hereunder,  state the entire  agreement of the parties,
merge all prior negotiations,  agreements and understandings,  if any,


                                       46
<PAGE>

and state in full all  representations,  warranties  and  agreements  which have
induced this Agreement,  except that any confidentiality  agreements  heretofore
executed and  delivered  by the parties  hereto shall not be so merged and shall
continue in full force and effect.  Each party agrees that in dealing with third
parties no contrary representations will be made.

         SECTION  13.2  Notices.  All  notices and demands of any kind which any
party  hereto may be  required or desire to serve upon  another  party under the
terms of this Agreement  shall be in writing and shall be served upon such other
party, and their legal counsel: (a) by personal service upon such other party at
such other party's  address set forth on the signature  pages of this Agreement;
or (b) by mailing a copy  thereof  by  certified  or  registered  mail,  postage
prepaid,  with return  receipt  requested,  addressed to such other party at the
address of such other party set forth on the signature  pages of this Agreement;
or (c) by  sending a copy  thereof  by Federal  Express  or  equivalent  courier
service,  addressed  to such other  party at the address of such other party set
forth on the signature pages of this Agreement; or (d) by sending a copy thereof
by facsimile to such other party at the facsimile  number, if any, of such other
party set forth on the signature pages of this Agreement.

         In case of service by Federal Express or equivalent  courier service or
by facsimile or by personal service,  such service shall be deemed complete upon
receipt.  In the case of service by mail,  such service shall be deemed complete
upon reasonable proof of receipt.  The addresses and facsimile numbers to which,
and persons to whose  attention,  notices and demands shall be delivered or sent
may be changed from time to time by notice served, as hereinabove  provided,  by
any party upon the other parties.

         SECTION 13.3 Amendment.  Subject to the provisions of the SCBCA, NJBCA,
and FBCA,  this  Agreement  may be modified or amended only by an  instrument in
writing, duly executed by all of the parties hereto.

         SECTION 13.4 Non-waiver. No waiver by any party of any term, provision,
covenant,  representation or warranty contained in this Agreement (or any breach
thereof)  shall be  effective  unless  it is in  writing  executed  by the party
against  which  such  waiver is to be  enforced;  no  waiver  shall be deemed or
construed  as a  further  or  continuing  waiver  of any such  term,  provision,
covenant,  representation  or warranty (or breach) on any other occasion or as a
waiver of any other term, provision, covenant, representation or warranty (or of
the breach of any other term, provision,  covenant,  representation or warranty)
contained in this Agreement on the same or any other occasion.

         SECTION 13.5  Counterparts.  For the  convenience  of the parties,  any
number of counterparts  hereof may be executed,  each such executed  counterpart
shall be deemed an original and all such counterparts  together shall constitute
one and the same instrument.

         SECTION  13.6  Assignment;  Binding  Nature;  No  Beneficiaries.   This
Agreement may not be assigned by any party hereto without the written consent of
the other parties.  This Agreement  shall be binding upon,  inure to the benefit
of,  and be  enforceable  by the  parties  hereto  and their  respective  heirs,
personal representatives,  legatees, successors and permitted assigns. Except as
otherwise


                                       47
<PAGE>

expressly provided in Article XII, this Agreement shall not confer any rights or
remedies  upon any person  other than the  parties  hereto and their  respective
successors, heirs, personal representatives, legatees and permitted assigns.

         SECTION 13.7 Headings.  The headings in this Agreement are inserted for
convenience only and shall not constitute a part hereof.

         SECTION 13.8 Governing  Law;  Consent to  Jurisdiction.  This Agreement
shall be governed by, and construed and enforced in accordance with, the laws of
the State of Florida  applicable to contracts made and to be entirely  performed
therein.  In the event of any controversy or claim arising out of or relating to
this  Agreement,  or the breach or alleged  breach  hereof,  each of the parties
hereto  irrevocably  (i) submits to the  non-exclusive  jurisdiction of the U.S.
District  Court for the  District  of Florida  (or,  if such court does not have
jurisdiction,  the courts of the State of  Florida),  (ii) waives any  objection
which it may have at any time to the laying of venue of any action or proceeding
brought in any such court, (iii) waives any claim that such action or proceeding
has been  brought in an  inconvenient  forum,  and (iv) agrees  that  service of
process or of any other papers upon such party by registered mail at the address
to which  notices are required to be sent to such party under Section 13.2 shall
be deemed good, proper and effective service upon such party.

         SECTION  13.9  Specific   Performance.   Each  of  the  parties  hereto
acknowledges  and agrees that the other parties would be damaged  irreparably in
the event any of the covenants  contained in this  Agreement,  in the Investment
Undertaking  are not  performed  in  accordance  with  their  specific  terms or
otherwise are breached.  Accordingly, each of the parties hereto agrees that the
other  parties  shall be entitled to an  injunction  or  injunctions  to prevent
breaches of the  covenants  contained in this  Agreement,  or in the  Investment
Undertaking  and to enforce  specifically  this  Agreement,  and the  Investment
Undertaking  in addition to any other remedy to which such other  parties may be
entitled at law or in equity,  without proving damages or that monetary  damages
would not be an adequate  remedy for such breach.  The remedies  provided for or
permitted by this Agreement shall be cumulative and the exercise by any party of
any remedy  provided  for herein or available  hereunder  shall not preclude the
assertion  or exercise by such party of any other right or remedy  provided  for
herein or available hereunder.

         SECTION  13.10  Severability.  Any term or provision of this  Agreement
that is declared  invalid or  unenforceable in any situation in any jurisdiction
shall not affect the  validity  or  enforceability  of the  remaining  terms and
provisions  hereof or the validity or  enforceability  of the offending  term or
provision  in any other  situation  or in any other  jurisdiction.  If the final
judgment  of a  court  of  competent  jurisdiction  declares  that  any  term or
provision hereof is invalid or unenforceable,  the parties hereto agree that the
court making the determination of invalidity or unenforceability  shall have the
power, and is hereby directed, to reduce the scope, duration or area of the term
or provision,  to delete specific words or phrases, or to replace any invalid or
unenforceable  term or  provision  with a term or  provision  that is valid  and
enforceable  and that comes closest to  expressing  the intention of the invalid
and unenforceable term or provision,  and this Agreement shall be enforceable as
so modified  after the  expiration of the time within which the judgement may be


                                       48
<PAGE>

appealed.

         SECTION 13.11 No Shop  Restriction.  From the date of execution of this
Agreement,  until  January  31, 2000 or until the  earlier  termination  of this
Agreement,  whichever  shall first occur,  neither  OmniCall  nor the  Principal
Shareholders will, directly or indirectly,  without the prior written consent of
Access  One and  Baritz,  entertain,  encourage,  participate  in,  or  initiate
discussions or accept any offer or engage in negotiations  with any corporation,
partnership,  person or  entity  other  than  Access  One,  Newco,  and  Baritz,
concerning any possible proposal  regarding any transaction  involving the sale,
merger, or disposition of all or any part of OmniCall or any of its assets.

         IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement and
Plan of Merger to be duly executed this the day and year first above written.


In the presence of:                       ACCESS ONE COMMUNICATIONS CORP.

-------------------------------           By  /s/ Ken Baritz
                                             ------------------------------
                                              President

-------------------------------           And
                                              --------------------------------
                                              Secretary

                                          Address:      3427 N.W. 55th Street
                                                        Ft. Lauderdale, FL 33309
                                          Facsimile:    (954) 739-2476



-------------------------------           /s/ Ken Baritz
                                          ------------------------------
                                          Ken Baritz, individually
-------------------------------
                                          Address:      3427 N.W. 55th Street
                                                        Ft. Lauderdale, FL 33309
                                          Facsimile:    (954) 739-2476


         Continuation  of Signature  Page to Agreement  and Plan of Merger Dated
October 15, 1999 Among  Access One  Communications  Corp.  OmniCall  Acquisition
Corp., and OmniCall, Inc.

                                          OMNICALL ACQUISITION CORP.


                                       49
<PAGE>

-------------------------------         By /s/ Ken Baritz
                                          ------------------------------
                                           President
-------------------------------
                                        And /s/ Elizabeth Stallings
                                            ------------------------------
                                            Secretary

                                        Address:      3427 N.W. 55th Street
                                                      Ft. Lauderdale, FL 33309
                                        Facsimile:    (954) 739-2476



                                        OMNICALL, INC.


-------------------------------         By /s/ Larry K. Long
                                           --------------------------------
                                            President
-------------------------------
                                        And /s/ Robert J. Rogers
                                            ----------------------------------
                                            Secretary

                                        Address:    430 Woodruff Road, Suite 450
                                                    Greenville, SC 29607
                                        Facsimile:  (864) 297-4797



                                        OMNICALL, INC. PRINCIPAL SHAREHOLDERS:


-------------------------------         /s/ William M. Rogers
                                        ------------------------------------
                                        Rogers Family Investments, L.P., by
-------------------------------         William M.M. Rogers, President of Rogers
                                        Family Investments, LLC, its General
                                        Partner

                                        Address:    430 Woodruff Road, Suite 300
                                                    Greenville, SC 29607
                                        Facsimile:  (864) 234-0262


         Continuation  of Signature  Page to Agreement  and Plan of Merger Dated
October 15, 1999 Among  Access One  Communications  Corp.  OmniCall  Acquisition
Corp., and OmniCall, Inc.

                                       50
<PAGE>

-------------------------------        /s/ Frank G. Rogers--Partner
                                       ---------------------------------------
                                       Rogers Family Properties, L.P., by Frank
-------------------------------        G. Rogers, President of Rogers Family
                                       Management Company, LLC, its General
                                       Partner

                                       Address:     430 Woodruff Road, Suite 300
                                                    Greenville, SC 29607
                                       Facsimile:   (864) 234-0262


-------------------------------        /s/ Robert J. Rogers
                                       -------------------------------------
                                       Robert J. Rogers
-------------------------------
                                       Address:    219 Georges Highway
                                                   Simpsonville, SC 29681


-------------------------------        /s/ Larry K. Long
                                       ---------------------------------------
                                       Larry K. Long
-------------------------------
                                       Address:     430 Woodruff Road, Suite 450
                                                    Greenville, SC 29607
                                       Facsimile:   (864) 297-4797













         Continuation  of Signature  Page to Agreement  and Plan of Merger Dated
October 15, 1999 Among  Access One  Communications  Corp.  OmniCall  Acquisition
Corp., and OmniCall, Inc.


                                       51