EXHIBIT 10.47

                                           General Terms and Conditions - Part A
                                                                          Page 1


                                    AGREEMENT

         THIS  AGREEMENT  is made by and between  BellSouth  Telecommunications,
Inc.,  ("BellSouth"),  a Georgia corporation,  and The Other Phone Company, Inc.
d/b/a Access One Communications, Inc. ("Access One"), a Florida corporation, and
shall be deemed  effective as of February 17, 2000.  This Agreement may refer to
either BellSouth or Access One or both as a "Party" or "Parties."

                               W I T N E S S E T H

         WHEREAS,  BellSouth  is a  local  exchange  telecommunications  company
authorized  to provide  telecommunications  services  in the states of  Alabama,
Florida,  Georgia,  Kentucky,  Louisiana,  Mississippi,  North  Carolina,  South
Carolina and Tennessee; and

         WHEREAS, Access One is or seeks to become an alternative local exchange
telecommunications  company  ("CLEC")  authorized to provide  telecommunications
services  in the  states of  Alabama,  Florida,  Georgia,  Kentucky,  Louisiana,
Mississippi, North Carolina, South Carolina, and Tennessee; and

         WHEREAS,  the  Parties  wish to resell  BellSouth's  telecommunications
services and/or  interconnect  their  facilities,  purchase network elements and
other services, and exchange traffic specifically for the purposes of fulfilling
their obligations pursuant to sections 251 and 252 of the Telecommunications Act
of 1996 ("the Act").

         NOW THEREFORE,  in  consideration  of the mutual  agreements  contained
herein, BellSouth and Access One agree as follows:

1.                PURPOSE

                  The  Parties  agree  that  the  rates,  terms  and  conditions
                  contained  within this Agreement,  including all  Attachments,
                  comply  and  conform  with  each  Parties'  obligations  under
                  sections  251 and  252 of the  Act.  The  resale,  access  and
                  interconnection obligations contained herein enable Access One
                  to provide competing telephone exchange service to residential
                  and business  subscribers  within the  territory of BellSouth.
                  The Parties  agree that Access One will not be  considered  to
                  have offered telecommunications  services to the public in any
                  state  within  BellSouth's  region  until  such time as it has
                  ordered services for resale or interconnection  facilities for
                  the purposes of providing  business and/or  residential  local
                  exchange service to customers.

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                                           General Terms and Conditions - Part A
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2.                TERM OF THE AGREEMENT

2.1               The  term of this  Agreement  shall  be two  years,  beginning
                  February  17, 2000 and shall apply to the state(s) of Alabama,
                  Florida,  Georgia,  Kentucky,  Louisiana,  Mississippi,  North
                  Carolina,   South  Carolina,  and  Tennessee.  If  as  of  the
                  expiration  of this  Agreement,  a  Subsequent  Agreement  (as
                  defined in Section  2.2  below) has not been  executed  by the
                  Parties,  this Agreement  shall  continue on a  month-to-month
                  basis while a Subsequent  Agreement is being  negotiated.  The
                  Parties' rights and obligations with respect to this Agreement
                  after expiration shall be as set forth in Section 2.4 below.

2.2               The Parties agree that by no later than one hundred and eighty
                  (180) days prior to the  expiration  of this  Agreement,  they
                  shall  commence   negotiations   with  regard  to  the  terms,
                  conditions  and prices of resale and/or local  interconnection
                  to be  effective  beginning  on the  expiration  date  of this
                  Agreement ("Subsequent Agreement").

2.3               If,  within  one  hundred  and   thirty-five   (135)  days  of
                  commencing the  negotiation  referred to in Section 2.2 above,
                  the Parties are unable to satisfactorily  negotiate new resale
                  and/or local  interconnection  terms,  conditions  and prices,
                  either  Party  may  petition  the   Commission   to  establish
                  appropriate local  interconnection  and/or resale arrangements
                  pursuant to 47 U.S.C.  252.  The Parties  agree that,  in such
                  event,  they shall encourage the Commission to issue its order
                  regarding the appropriate local interconnection  and/or resale
                  arrangements  no  later  than  the  expiration  date  of  this
                  Agreement.  The  Parties  further  agree that in the event the
                  Commission  does not issue its order  prior to the  expiration
                  date of this Agreement,  or if the Parties continue beyond the
                  expiration  date of this  Agreement  to  negotiate  the  local
                  interconnection  and/or resale arrangements without Commission
                  intervention,  the terms,  conditions  and  prices  ultimately
                  ordered by the Commission,  or negotiated by the Parties, will
                  be effective  retroactive  to the day following the expiration
                  date of this Agreement.

2.4               Notwithstanding  the  foregoing,  in the event  that as of the
                  date of  expiration of this  Agreement and  conversion of this
                  Agreement  to a  month-to-month  term,  the  Parties  have not
                  entered into a Subsequent  Agreement and either no arbitration
                  proceeding  has been  filed in  accordance  with  Section  2.3
                  above,   or  the  Parties  have  not  mutually  agreed  (where
                  permissible) to extend the arbitration  window for petitioning
                  the  applicable  Commission(s)  for  resolution of those terms
                  upon which the Parties have not agreed,  then either Party may
                  terminate  this  Agreement  upon sixty (60) days notice to the
                  other  Party.  In the event  that  BellSouth  terminates  this
                  Agreement as provided above, BellSouth shall continue to offer
                  services to Access One pursuant to the terms,  conditions  and
                  rates  set  forth  in   BellSouth's   Statement  of  Generally
                  Available Terms (SGAT) to the extent an SGAT has been approved
                  by the applicable  Commission(s).  If any state Commission has
                  not  approved  a  BellSouth   SGAT,   then  upon   BellSouth's

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                                           General Terms and Conditions - Part A
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                  termination  of this Agreement as provided  herein,  BellSouth
                  will  continue to provide  services to Access One  pursuant to
                  BellSouth's then current standard  interconnection  agreement.
                  In  the   event   that  the  SGAT  or   BellSouth's   standard
                  interconnection  agreement  becomes  effective  as between the
                  Parties,  the Parties may  continue to  negotiate a Subsequent
                  Agreement, and the terms of such Subsequent Agreement shall be
                  effective  retroactive to the day following expiration of this
                  Agreement.

3.                ORDERING PROCEDURES

3.1               Access One shall provide BellSouth its Carrier  Identification
                  Code (CIC),  Operating Company Number (OCN), Group Access Code
                  (GAC) and Access  Customer  Name and  Address  (ACNA)  code as
                  applicable prior to placing its first order.

3.2               The   Parties   agree  to  adhere  to  the   BellSouth   Local
                  Interconnection  and Facility  Based Ordering Guide and Resale
                  Ordering Guide, as appropriate for the services ordered.

3.3               Access One shall pay charges for  Operational  Support Systems
                  (OSS) as set forth in this Agreement in Attachment 1 and/or in
                  Attachment 2, 3, 5 and 7 as applicable.

4.                PARITY

                  When Access One  purchases,  pursuant to  Attachment 1 of this
                  Agreement,  telecommunications services from BellSouth for the
                  purposes of resale to end users,  BellSouth shall provide said
                  services so that the services are equal in quality, subject to
                  the same conditions, and provided within the same provisioning
                  time  intervals  that  BellSouth  provides to its  affiliates,
                  subsidiaries   and  end  users.  To  the  extent   technically
                  feasible,  the  quality of a Network  Element,  as well as the
                  quality  of the access to such  Network  Element  provided  by
                  BellSouth  to Access One shall be at least equal in quality to
                  that which  BellSouth  provides to itself.  The quality of the
                  interconnection  between  the  networks of  BellSouth  and the
                  network  of Access  One  shall be at a level  that is equal to
                  that  which  BellSouth  provides  itself,  a  subsidiary,   an
                  Affiliate, or any other party. The interconnection  facilities
                  shall be  designed  to meet the same  technical  criteria  and
                  service standards that are used within BellSouth's network and
                  shall  extend  to  a  consideration   of  service  quality  as
                  perceived  by end users and service  quality as  perceived  by
                  Access One.
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                                           General Terms and Conditions - Part A
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5.                WHITE PAGES LISTINGS

                  BellSouth shall provide Access One and their customers  access
                  to white pages directory listings under the following terms:

5.1               Listings.  Access  One  shall  provide  all new,  changed  and
                  deleted  listings on a timely basis and BellSouth or its agent
                  will include  Access One  residential  and  business  customer
                  listings  in the  appropriate  White  Pages  (residential  and
                  business) or alphabetical directories. Directory listings will
                  make  no   distinction   between   Access  One  and  BellSouth
                  subscribers.

5.2               Rates.  BellSouth  and Access  One will  provide to each other
                  subscriber primary listing  information in the White Pages for
                  a non-recurring charge.

5.3               Procedures  for Submitting  Access One Subscriber  Information
                  are found in BellSouth's Ordering Guide for manually processed
                  listings  and  in  the  Local  Exchange   Ordering  Guide  for
                  mechanically submitted listings.

5.3.1             Notwithstanding  any provision(s) to the contrary,  Access One
                  agrees  to  provide  to  BellSouth,  and  BellSouth  agrees to
                  accept,  Access One's  Subscriber  Listing  Information  (SLI)
                  relating to Access One's  customers in the geographic  area(s)
                  covered  by  this   Interconnection   Agreement.   Access  One
                  authorizes  BellSouth  to  release  all  such  Access  One SLI
                  provided  to  BellSouth  by  Access  One to  qualifying  third
                  parties via either license agreement or BellSouth's  Directory
                  Publishers   Database  Service  (DPDS),   General   Subscriber
                  Services  Tariff,  Section  A38.2,  as the same may be amended
                  from time to time.  Such CLEC SLI shall be  intermingled  with
                  BellSouth's  own customer  listings of any other CLEC that has
                  authorized  a  similar   release  of  SLI.  Where   necessary,
                  BellSouth   will  use  good  faith  efforts  to  obtain  state
                  commission approval of any necessary  modifications to Section
                  A38.2 of its tariff to  provide  for  release  of third  party
                  directory listings, including modifications regarding listings
                  to  be  released  pursuant  to  such  tariff  and  BellSouth's
                  liability therunder.  BellSouth's  obligation pursuant to this
                  Section  shall not  arise in any  particular  state  until the
                  commission  of such state has approved  modifications  to such
                  tariff.

5.3.2             No  compensation  shall be paid to Access One for  BellSouth's
                  receipt of Access One SLI,  or for the  subsequent  release to
                  third  parties  of  such  SLI.  In  addition,  to  the  extent
                  BellSouth  incurs costs on an ongoing basis to administer  the
                  release of Access One SLI,  Access One shall pay to  BellSouth
                  its  proportionate  share of the reasonable  costs  associated
                  therewith.

5.3.3             BellSouth  shall not be liable for the  content or accuracy of
                  any SLI  provided by Access One under this  Agreement.  Access
                  One shall  indemnify,  hold harmless and defend BellSouth from
                  and against any damages, losses, liabilities,  demands
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                                           General Terms and Conditions - Part A
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                  claims,  suits,  judgments,  costs and expenses (including but
                  not  limited  to  reasonable  attorneys'  fees  and  expenses)
                  arising from BellSouth's  tariff  obligations or otherwise and
                  resulting  from or arising out of any third  party's  claim of
                  inaccurate  Access  One  listings  or use of the SLI  provided
                  pursuant to this Agreement.  BellSouth shall forward to Access
                  One any  complaints  received  by  BellSouth  relating  to the
                  accuracy or quality of Access One listings.

5.3.4             Listings and  subsequent  updates will be released  consistent
                  with  BellSouth   system  changes  and/or  update   scheduling
                  requirements.

5.4               Unlisted/Non-Published   Subscribers.   Access   One  will  be
                  required  to provide to  BellSouth  the names,  addresses  and
                  telephone  numbers of all Access One customers that wish to be
                  omitted from directories.

5.5               Inclusion  of Access One  Customers  in  Directory  Assistance
                  Database.  BellSouth  will  include  and  maintain  Access One
                  subscriber  listings  in  BellSouth's   Directory   Assistance
                  databases at no recurring  charge and Access One shall provide
                  such  Directory  Assistance  listings at no recurring  charge.
                  BellSouth and Access One will formulate appropriate procedures
                  regarding lead-time, timeliness, format and content of listing
                  information.

5.6               Listing  Information  Confidentiality.  BellSouth  will accord
                  Access One's directory  listing  information the same level of
                  confidentiality  that  BellSouth  accords  its  own  directory
                  listing  information,  and  BellSouth  shall  limit  access to
                  Access  One's  customer  proprietary   confidential  directory
                  information to those  BellSouth  employees who are involved in
                  the preparation of listings.

5.7               Optional Listings.  Additional  listings and optional listings
                  will be offered by BellSouth at tariffed rates as set forth in
                  the General Subscriber Services Tariff.

5.8               Delivery.  BellSouth  or its agent shall  deliver  White Pages
                  directories  to  Access  One  subscribers  at no  charge or as
                  specified in a separate BAPCO agreement.
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                                           General Terms and Conditions - Part A
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6.                BONA FIDE  REQUEST/NEW  BUSINESS  REQUEST  PROCESS FOR FURTHER
                  UNBUNDLING

                  If Access One is a facilities  based  provider or a facilities
                  based and resale provider, this section shall apply. BellSouth
                  shall,  upon  request  of Access  One,  provide  to Access One
                  access to its  network  elements at any  technically  feasible
                  point for the  provision  of Access  One's  telecommunications
                  service  where such access is necessary and failure to provide
                  access  would  impair  the  ability  of Access  One to provide
                  services that it seeks to offer. Any request by Access One for
                  access to a network element,  interconnection  option,  or for
                  the provisioning of any service or product that is not already
                  available shall be treated as a Bona Fide Request/New Business
                  Request,  and shall be submitted to BellSouth  pursuant to the
                  Bona  Fide  Request/New  Business  Request  process  set forth
                  following.

 6.1              A Bona Fide Request/New Business Request shall be submitted in
                  writing  to Access  One's  Account  Manager  by Access One and
                  shall  specifically   identify  the  requested  service  date,
                  technical   requirements,   space  requirements   and/or  such
                  specifications  that  clearly  define  the  request  such that
                  BellSouth has sufficient  information to analyze and prepare a
                  response.  Such a request  also  shall  include  Access  One's
                  designation  of the  request  as  being  (i)  pursuant  to the
                  Telecommunications  Act of 1996 or (ii)  pursuant to the needs
                  of the business.

7.                COURT  ORDERED  REQUESTS  FOR CALL  DETAIL  RECORDS  AND OTHER
                  SUBSCRIBER INFORMATION

7.1               To the extent technically  feasible,  BellSouth maintains call
                  detail  records  for  Access  One end users for  limited  time
                  periods  and  can  respond  to  subpoenas  and  court  ordered
                  requests for this  information.  BellSouth shall maintain such
                  information  for Access  One end users for the same  length of
                  time it maintains such information for its own end users.

7.2               Access One agrees that BellSouth will respond to subpoenas and
                  court ordered requests delivered directly to BellSouth for the
                  purpose of  providing  call detail  records  when the targeted
                  telephone numbers belong to Access One end users.  Billing for
                  such  requests  will be generated by BellSouth and directed to
                  the law enforcement agency initiating the request.

7.3               Where  BellSouth  is  providing  to  AT&T   telecommunications
                  services for resale or  providing to AT&T the local  switching
                  function,  then AT&T  agrees  that in those  cases  where AT&T
                  receives   subpoenas  or  court  ordered  requests   regarding
                  targeted  telephone  numbers  belonging to AT&T end users,  if
                  AT&T does not have the requested information, AT&T will advise
                  the law enforcement  agency initiating the request to redirect
                  the subpoena or court ordered request to BellSouth.  Where the
                  request  has been  forwarded  to  BellSouth,  billing for call
                  detail information will be generated by BellSouth and directed
                  to the law enforcement agency initiating the request.
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                                           General Terms and Conditions - Part A
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7.4               In all other instances, Access One will provide Access One end
                  user and/or other  customer  information  that is available to
                  Access One in response to subpoenas and court orders for their
                  own customer  records.  When BellSouth  receives  subpoenas or
                  court ordered requests  regarding  targeted  telephone numbers
                  belonging  to AT&T end users,  BellSouth  will  advise the law
                  enforcement  agency  initiating  the request to  redirect  the
                  subpoena or court ordered request to AT&T.

8.                LIABILITY AND INDEMNIFICATION

8.1               BellSouth   Liability.    BellSouth   shall   take   financial
                  responsibility for its own actions in causing,  or its lack of
                  action in preventing,  unbillable or uncollectible  Access One
                  revenues.

8.2               Access One Liability. In the event that Access One consists of
                  two (2) or more separate entities as set forth in the preamble
                  to this  Agreement,  all such  entities  shall be jointly  and
                  severally  liable for the obligations of Access One under this
                  Agreement.

8.3               Liability  for Acts or  Omissions  of Third  Parties.  Neither
                  BellSouth  nor  Access  One  shall  be  liable  for any act or
                  omission  of another  telecommunications  company  providing a
                  portion of the services provided under this Agreement.

8.4               Limitation of Liability.


8.4.1             Each Party's liability to the other for any loss, cost, claim,
                  injury  or   liability   or  expense,   including   reasonable
                  attorney's  fees  relating to or arising out of any  negligent
                  act or omission in its  performance of this Agreement  whether
                  in contract  or in tort,  shall be limited to a credit for the
                  actual cost of the  services or  functions  not  performed  or
                  improperly performed.

8.4.2             Limitations in Tariffs.  A Party may, in its sole  discretion,
                  provide in its tariffs and  contracts  with its  Customer  and
                  third parties that relate to any service,  product or function
                  provided or  contemplated  under this  Agreement,  that to the
                  maximum extent  permitted by Applicable  Law, such Party shall
                  not be  liable  to  Customer  or third  Party for (i) any Loss
                  relating  to or  arising  out of this  Agreement,  whether  in
                  contract,  tort or  otherwise,  that  exceeds  the amount such
                  Party  would  have  charged  that  applicable  person  for the
                  service,  product or function  that gave rise to such Loss and
                  (ii) Consequential  Damages. To the extent that a Party elects
                  not to place in its tariffs or contracts  such  limitations of
                  liability,  and the  other  Party  incurs  a Loss as a  result
                  thereof,  such Party shall  indemnify  and reimburse the other
                  Party  for that  portion  of the Loss  that  would  have  been
                  limited  had the  first  Party  included  in its  tariffs  and
                  contracts the  limitations  of liability that such other Party
                  included in its own tariffs at the time of such Loss.
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                                           General Terms and Conditions - Part A
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8.4.3             Neither  BellSouth  nor Access One shall be liable for damages
                  to the  other's  terminal  location,  POI or  other  company's
                  customers'   premises  resulting  from  the  furnishing  of  a
                  service,  including,  but not limited to, the installation and
                  removal  of  equipment  or  associated  wiring,  except to the
                  extent caused by a company's  negligence or willful misconduct
                  or by a  company's  failure  to  properly  ground a local loop
                  after disconnection.

8.4.4             Under no  circumstance  shall a Party be responsible or liable
                  for indirect, incidental, or consequential damages, including,
                  but not limited to, economic loss or lost business or profits,
                  damages  arising from the use or  performance  of equipment or
                  software,  or the loss of use of  software  or  equipment,  or
                  accessories  attached thereto,  delay, error, or loss of data.
                  In connection  with this  limitation of liability,  each Party
                  recognizes  that  the  other  Party  may,  from  time to time,
                  provide advice, make recommendations, or supply other analyses
                  related  to the  Services,  or  facilities  described  in this
                  Agreement, and, while each Party shall use diligent efforts in
                  this  regard,  the  Parties  acknowledge  and agree  that this
                  limitation  of  liability  shall  apply to  provision  of such
                  advice, recommendations, and analyses.

8.5               Indemnification   for  Certain  Claims.  The  Party  providing
                  services  hereunder,  its affiliates  and its parent  company,
                  shall be indemnified,  defended and held harmless by the Party
                  receiving services hereunder against any claim, loss or damage
                  arising  from  the  receiving  company's  use of the  services
                  provided  under this  Agreement  pertaining  to (1) claims for
                  libel, slander or invasion of privacy arising from the content
                  of the  receiving  company's  own  communications,  or (2) any
                  claim,  loss or damage  claimed by the  customer  of the Party
                  receiving services arising from such company's use or reliance
                  on the  providing  company's  services,  actions,  duties,  or
                  obligations arising out of this Agreement.

8.6               Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN
                  THIS  AGREEMENT,  NEITHER PARTY MAKES ANY  REPRESENTATIONS  OR
                  WARRANTIES TO THE OTHER PARTY  CONCERNING THE SPECIFIC QUALITY
                  OF ANY SERVICES,  OR FACILITIES PROVIDED UNDER THIS AGREEMENT.
                  THE PARTIES  DISCLAIM,  WITHOUT  LIMITATION,  ANY  WARRANTY OR
                  GUARANTEE  OF  MERCHANTABILITY  OR  FITNESS  FOR A  PARTICULAR
                  PURPOSE,  ARISING  FROM  COURSE  OF  PERFORMANCE,   COURSE  OF
                  DEALING, OR FROM USAGES OF TRADE.

9.                INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION

9.1               No  License.   No  patent,   copyright,   trademark  or  other
                  proprietary   right  is   licensed,   granted   or   otherwise
                  transferred  by  this   Agreement.   Access  One  is  strictly
                  prohibited  from  any use,  including  but not  limited  to in
                  sales,  in
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                                           General Terms and Conditions - Part A
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                  marketing or advertising of  telecommunications  services,  of
                  any BellSouth name, service mark or trademark.

9.2               Ownership of Intellectual  Property. Any intellectual property
                  which  originates from or is developed by a Party shall remain
                  in the exclusive ownership of that Party. Except for a limited
                  license to use patents or copyrights  to the extent  necessary
                  for the Parties to use any facilities or equipment  (including
                  software) or to receive any service  solely as provided  under
                  this Agreement, no license in patent, copyright,  trademark or
                  trade secret,  or other  proprietary or intellectual  property
                  right now or hereafter  owned,  controlled  or licensable by a
                  Party,  is granted  to the other  Party or shall be implied or
                  arise by estoppel.  It is the  responsibility of each Party to
                  ensure at no  additional  cost to the other  Party that it has
                  obtained any  necessary  licenses in relation to  intellectual
                  property  of third  Parties  used in its  network  that may be
                  required  to enable the other Party to use any  facilities  or
                  equipment (including software),  to receive any service, or to
                  perform its respective obligations under this Agreement.

9.3               Indemnification.  The Party  providing  a service  pursuant to
                  this Agreement will defend the Party receiving such service or
                  data  provided as a result of such service  against  claims of
                  infringement  arising  solely  from  the use by the  receiving
                  Party of such service and will  indemnify the receiving  Party
                  for  any  damages  awarded  based  solely  on such  claims  in
                  accordance with Section 8 of this Agreement.

9.4               Claim of Infringement. In the event that use of any facilities
                  or equipment (including  software),  becomes, or in reasonable
                  judgment of the Party who owns the affected  network is likely
                  to become, the subject of a claim, action, suit, or proceeding
                  based on intellectual property  infringement,  then said Party
                  shall  promptly  and at its sole  expense,  but subject to the
                  limitations of liability set forth below:

9.4.1             modify or  replace  the  applicable  facilities  or  equipment
                  (including software) while maintaining form and function, or

9.4.2             obtain a license sufficient to allow such use to continue.

9.4.3             In the  event  9.4.1 or 9.4.2 are  commercially  unreasonable,
                  then said Party may,  terminate,  upon reasonable notice, this
                  contract with respect to use of, or services  provided through
                  use  of,  the  affected  facilities  or  equipment  (including
                  software),  but  solely to the  extent  required  to avoid the
                  infringement claim.

9.5               Exception to Obligations.  Neither Party's  obligations  under
                  this  Section  shall apply to the extent the  infringement  is
                  caused by: (i)  modification  of the  facilities  or equipment
                  (including  software)  by  the  indemnitee;  (ii)  use  by the
                  indemnitee of the facilities or equipment (including software)
                  in  combination   with  equipment
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                                           General Terms and Conditions - Part A
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                  or facilities  (including software) not provided or authorized
                  by  the  indemnitor   provided  the  facilities  or  equipment
                  (including  software)  would not be  infringing if used alone;
                  (iii)  conformance to  specifications  of the indemnitee which
                  would  necessarily  result in infringement;  or (iv) continued
                  use by the indemnitee of the affected  facilities or equipment
                  (including   software)   after  being   placed  on  notice  to
                  discontinue use as set forth herein.

9.6               Exclusive Remedy.  The foregoing shall constitute the Parties'
                  sole and exclusive  remedies and obligations with respect to a
                  third  party  claim  of  intellectual   property  infringement
                  arising out of the conduct of business under this Agreement.

10.               PROPRIETARY AND CONFIDENTIAL INFORMATION

10.1              Proprietary and Confidential  Information:  Defined. It may be
                  necessary   for   BellSouth   and  Access  One,  each  as  the
                  "Discloser,"  to provide to the other party,  as  "Recipient,"
                  certain  proprietary and confidential  information  (including
                  trade  secret  information)   including  but  not  limited  to
                  technical,  financial,  marketing, staffing and business plans
                  and information,  strategic information, , proposals,  request
                  for  proposals,   specifications,   drawings,  prices,  costs,
                  procedures,  processes,  business systems,  software programs,
                  techniques,  customer  account data,  call detail  records and
                  like information (collectively the  Discloser's"Information").
                  All  Information  shall be provided to Recipient in written or
                  other  tangible  or  electronic  form,  clearly  marked with a
                  confidential and,  proprietary  notice . Information orally or
                  visually provided to Recipient must be designated by Discloser
                  as confidential and proprietary at the time of such disclosure
                  and must be reduced to writing marked with a confidential  and
                  proprietary  notice and  provided to Recipient  within  thirty
                  (30) calendar days after such oral or visual disclosure.

10.2              Use and  Protection of  Information.  Recipient  shall use the
                  Information  solely  for the  purpose(s)  of  performing  this
                  Agreement,  and Recipient shall protect  Information  from any
                  use, distribution or disclosure except as permitted hereunder.
                  Recipient  will  use the  same  standard  of  care to  protect
                  Information  as  Recipient  uses to  protect  its own  similar
                  confidential and proprietary information,  but not less than a
                  reasonable   standard   of  care.   Recipient   may   disclose
                  Information  solely to the Authorized  Representatives  of the
                  Recipient  who  (a)  have a  substantive  need  to  know  such
                  Information in connection  with  performance of the Agreement;
                  (b) have been  advised  of the  confidential  and  proprietary
                  nature of the Information;  and (c) have personally  agreed in
                  writing   to  protect   from   unauthorized   disclosure   all
                  confidential and proprietary information,  of whatever source,
                  to which they have  access in the course of their  employment.
                  "Authorized  Representatives" are the officers,  directors and
                  employees  of  Recipient  and  its  Affiliates,   as  well  as
                  Recipient's  and  its  Affiliates'  consultants,  contractors,
                  counsel and agents.  "  Affiliates"  means any company that is
                  owned
<PAGE>

                                           General Terms and Conditions - Part A
                                                                         Page 11


                  in  whole  or in  part,  now or in  the  future,  directly  or
                  indirectly through a subsidiary, by a party hereto.

10.3              Ownership,  Copying  &  Return  of  Information.   Information
                  remains at all times the property of Discloser.  Recipient may
                  make  tangible  or  electronic  copies,  notes,  summaries  or
                  extracts  of   Information   only  as  necessary  for  use  as
                  authorized  herein.  All such tangible or  electronic  copies,
                  notes,  summaries  or  extracts  must be marked  with the same
                  confidential   and  proprietary   notice  as  appears  on  the
                  original.  Upon  Discloser's  request,  all or  any  requested
                  portion of the  Information  (including,  but not  limited to,
                  tangible and electronic copies,  notes,  summaries or extracts
                  of any information)  will be promptly returned to Discloser or
                  destroyed , and Recipient will provide  Discloser with written
                  certification  stating that such Information has been returned
                  or destroyed.

10.4              Exceptions . Discloser's Information does not include: (a) any
                  information   publicly   disclosed  by   Discloser;   (b)  any
                  information  Discloser  in  writing  authorizes  Recipient  to
                  disclose  without  restriction;  (c) any  information  already
                  lawfully known to Recipient at the time it is disclosed by the
                  Discloser, without an obligation to keep confidential;  or (d)
                  any  information  Recipient  lawfully  obtains from any source
                  other  than  Discloser,  provided  that such  source  lawfully
                  disclosed and/or independently developed such information.  If
                  Recipient is required to provide  Information  to any court or
                  government  agency pursuant to written court order,  subpoena,
                  regulation or process of law,  Recipient  must first  provided
                  Discloser with prompt written notice of such  requirement  and
                  cooperate with Discloser to  appropriately  protect against or
                  limit  the scope of such  disclosure.  To the  fullest  extent
                  permitted  by law,  Recipient  will  continue  to  protect  as
                  confidential  and  proprietary  all  Information  disclosed in
                  response to a written  court order,  subpoena,  regulation  or
                  process of law.
10.5              Equitable Relief.  Recipient  acknowledges and agrees that any
                  breach or  threatened  breach of this  Agreement  is likely to
                  cause Discloser  irreparable  harm for which money damages may
                  not  be  an  appropriate  or  sufficient   remedy.   Recipient
                  therefore agrees that Discloser or its Affiliates, as the case
                  may be, are entitled to receive  injunctive or other equitable
                  relief to remedy or prevent any breach or threatened breach of
                  this  Agreement.  Such remedy is not the exclusive  remedy for
                  any breach or threatened  breach of this Agreement,  but is in
                  addition to all other rights and remedies  available at law or
                  in equity.

10.6              Survival of Confidentiality  Obligations.  The parties' rights
                  and  obligations  under  this  Section  10 shall  survive  and
                  continue in effect until two (2) years after the expiration or
                  termination   date  of  this  Agreement  with  regard  to  all
                  Information  exchanged  during  the  term of  this  Agreement.
                  Thereafter,  the  parties'  rights and  obligations  hereunder
                  survive and continue in effect with respect to any Information
                  that is a trade secret under applicable law.
<PAGE>
                                           General Terms and Conditions - Part A
                                                                         Page 12


11.               ASSIGNMENTS

                  Any assignment by either Party to any non-affiliated entity of
                  any  right,  obligation  or  duty,  or of any  other  interest
                  hereunder,  in whole or in part,  without  the  prior  written
                  consent of the other Party  shall be void.  A Party may assign
                  this  Agreement  or  any  right,  obligation,  duty  or  other
                  interest  hereunder  to an  Affiliate  company  of  the  Party
                  without the consent of the other Party.  All  obligations  and
                  duties of any Party under this  Agreement  shall be binding on
                  all  successors  in interest  and  assigns of such  Party.  No
                  assignment or delegation  hereof shall relieve the assignor of
                  its  obligations  under this  Agreement  in the event that the
                  assignee fails to perform such obligations.

12.               RESOLUTION OF DISPUTES

                  Except as  otherwise  stated in this  Agreement,  the  Parties
                  agree that if any dispute arises as to the  interpretation  of
                  any   provision  of  this   Agreement  or  as  to  the  proper
                  implementation  of this  Agreement,  either Party may petition
                  the Commission for a resolution of the dispute.  However, each
                  Party reserves any rights it may have to seek judicial  review
                  of  any  ruling  made  by  the  Commission   concerning   this
                  Agreement.

13.               TAXES

13.1              Definition.  For purposes of this  Section,  the terms "taxes"
                  and "fees" shall include but not limited to federal,  state or
                  local sales,  use,  excise,  gross  receipts or other taxes or
                  tax-like  fees  of  whatever  nature  and  however  designated
                  (including  tariff  surcharges and any fees,  charges or other
                  payments,  contractual  or  otherwise,  for the use of  public
                  streets or rights of way, whether designated as franchise fees
                  or  otherwise)  imposed,  or sought to be imposed,  on or with
                  respect to the services furnished hereunder or measured by the
                  charges or payments  therefore,  excluding any taxes levied on
                  income.

13.2              Taxes and Fees Imposed  Directly On Either  Providing Party or
                  Purchasing Party.

13.2.1            Taxes and fees imposed on the providing  Party,  which are not
                  permitted or required to be passed on by the  providing  Party
                  to its  customer,  shall  be borne  and paid by the  providing
                  Party.

13.2.2            Taxes and fees imposed on the purchasing Party,  which are not
                  required to be  collected  and/or  remitted  by the  providing
                  Party, shall be borne and paid by the purchasing Party.

13.3              Taxes and Fees Imposed on  Purchasing  Party But Collected And
                  Remitted By Providing Party.
<PAGE>

                                           General Terms and Conditions - Part A
                                                                         Page 13


13.3.1            Taxes and fees imposed on the purchasing  Party shall be borne
                  by the  purchasing  Party,  even if the  obligation to collect
                  and/or  remit  such  taxes or fees is placed on the  providing
                  Party.

13.3.2            To the extent  permitted  by  applicable  law,  any such taxes
                  and/or  fees shall be shown as  separate  items on  applicable
                  billing  documents  between the Parties.  Notwithstanding  the
                  foregoing,  the  purchasing  Party shall remain liable for any
                  such taxes and fees  regardless  of whether  they are actually
                  billed by the providing  Party at the time that the respective
                  service is billed.

13.3.3            If the  purchasing  Party  determines  that in its opinion any
                  such taxes or fees are not payable,  the providing Party shall
                  not bill  such  taxes or fees to the  purchasing  Party if the
                  purchasing  Party provides written  certification,  reasonably
                  satisfactory to the providing Party, stating that it is exempt
                  or otherwise not subject to the tax or fee,  setting forth the
                  basis therefor,  and satisfying any other  requirements  under
                  applicable law. If any authority seeks to collect any such tax
                  or fee that the purchasing  Party has determined and certified
                  not to be payable,  or any such tax or fee that was not billed
                  by the providing  Party,  the purchasing Party may contest the
                  same in good faith,  at its own expense.  In any such contest,
                  the  purchasing  Party shall  promptly  furnish the  providing
                  Party with copies of all filings in any  proceeding,  protest,
                  or  legal   challenge,   all  rulings   issued  in  connection
                  therewith, and all correspondence between the purchasing Party
                  and the taxing authority.

13.3.4            In the event that all or any portion of an amount sought to be
                  collected  must be paid in order to contest the  imposition of
                  any such tax or fee,  or to avoid the  existence  of a lien on
                  the assets of the providing  Party during the pendency of such
                  contest,  the purchasing  Party shall be responsible  for such
                  payment  and shall be entitled to the benefit of any refund or
                  recovery.

13.3.5            If it is ultimately  determined that any additional  amount of
                  such a tax or fee  is  due  to  the  imposing  authority,  the
                  purchasing Party shall pay such additional  amount,  including
                  any interest and penalties thereon.

13.3.6            Notwithstanding any provision to the contrary,  the purchasing
                  Party shall  protect,  indemnify and hold harmless (and defend
                  at the purchasing  Party's  expense) the providing  Party from
                  and  against  any  such  tax or  fee,  interest  or  penalties
                  thereon,  or other  charges  or  payable  expenses  (including
                  reasonable  attorney  fees) with  respect  thereto,  which are
                  incurred by the providing  Party in connection  with any claim
                  for or contest of any such tax or fee.

13.3.7            Each  Party  shall  notify  the other  Party in writing of any
                  assessment,   proposed  assessment  or  other  claim  for  any
                  additional  amount of such a tax or fee by a taxing authority;
                  such notice to be  provided,  if  possible,  at least ten (10)
                  days
<PAGE>
                                           General Terms and Conditions - Part A
                                                                         Page 14


                  prior to the date by which a response, protest or other appeal
                  must be filed,  but in no event  later than  thirty  (30) days
                  after  receipt  of such  assessment,  proposed  assessment  or
                  claim.

13.4              Taxes and Fees  Imposed  on  Providing  Party But Passed On To
                  Purchasing Party.

13.4.1            Taxes  and fees  imposed  on the  providing  Party,  which are
                  permitted or required to be passed on by the  providing  Party
                  to its customer, shall be borne by the purchasing Party.

13.4.2            To the extent  permitted  by  applicable  law,  any such taxes
                  and/or  fees shall be shown as  separate  items on  applicable
                  billing  documents  between the Parties.  Notwithstanding  the
                  foregoing,  the  purchasing  Party shall remain liable for any
                  such taxes and fees  regardless  of whether  they are actually
                  billed by the providing  Party at the time that the respective
                  service is billed.

13.4.3            If the purchasing  Party disagrees with the providing  Party's
                  determination  as to the application or basis for any such tax
                  or  fee,  the  Parties  shall  consult  with  respect  to  the
                  imposition and billing of such tax or fee. Notwithstanding the
                  foregoing,   the   providing   Party  shall  retain   ultimate
                  responsibility for determining  whether and to what extent any
                  such taxes or fees are  applicable,  and the purchasing  Party
                  shall abide by such  determination  and pay such taxes or fees
                  to the  providing  Party.  The  providing  Party shall further
                  retain ultimate responsibility for determining whether and how
                  to contest the  imposition  of such taxes and fees;  provided,
                  however,  that any such contest  undertaken  at the request of
                  the  purchasing  Party  shall  be at  the  purchasing  Party's
                  expense.

13.4.4            In the event that all or any portion of an amount sought to be
                  collected  must be paid in order to contest the  imposition of
                  any such tax or fee,  or to avoid the  existence  of a lien on
                  the assets of the providing  Party during the pendency of such
                  contest,  the purchasing  Party shall be responsible  for such
                  payment  and shall be entitled to the benefit of any refund or
                  recovery.

13.4.5            If it is ultimately  determined that any additional  amount of
                  such a tax or fee  is  due  to  the  imposing  authority,  the
                  purchasing Party shall pay such additional  amount,  including
                  any interest and penalties thereon.

13.4.6            Notwithstanding any provision to the contrary,  the purchasing
                  Party shall protect indemnify and hold harmless (and defend at
                  the purchasing  Party's  expense) the providing Party from and
                  against any such tax or fee, interest or penalties thereon, or
                  other  reasonable  charges  or  payable  expenses   (including
                  reasonable  attorney  fees) with  respect  thereto,  which are
                  incurred by the providing  Party in connection  with any claim
                  for or contest of any such tax or fee.
<PAGE>

                                           General Terms and Conditions - Part A
                                                                         Page 15


13.4.7            Each  Party  shall  notify  the other  Party in writing of any
                  assessment,   proposed  assessment  or  other  claim  for  any
                  additional  amount of such a tax or fee by a taxing authority;
                  such notice to be  provided,  if  possible,  at least ten (10)
                  days prior to the date by which a  response,  protest or other
                  appeal  must be filed,  but in no event later than thirty (30)
                  days after receipt of such assessment,  proposed assessment or
                  claim.

13.5              Mutual  Cooperation.  In  any  contest  of a tax or fee by one
                  Party,  the other Party  shall  cooperate  fully by  providing
                  records,   testimony  and  such   additional   information  or
                  assistance  as may  reasonably  be  necessary  to  pursue  the
                  contest.  Further, the other Party shall be reimbursed for any
                  reasonable  and  necessary  out-of-pocket  copying  and travel
                  expenses incurred in assisting in such contest.

14.               FORCE MAJEURE

                  In the event performance of this Agreement,  or any obligation
                  hereunder,   is  either  directly  or  indirectly   prevented,
                  restricted,  or  interfered  with by  reason  of fire,  flood,
                  earthquake  or  like  acts  of God,  wars,  revolution,  civil
                  commotion,  explosion,  acts of public enemy, embargo, acts of
                  the government in its sovereign capacity,  labor difficulties,
                  including without limitation,  strikes, slowdowns,  picketing,
                  or boycotts,  unavailability of equipment from vendor, changes
                  requested by Customer,  or any other circumstances  beyond the
                  reasonable  control and without the fault or negligence of the
                  Party affected, the Party affected,  upon giving prompt notice
                  to the other Party,  shall be excused from such performance on
                  a  day-to-day   basis  to  the  extent  of  such   prevention,
                  restriction,  or  interference  (and  the  other  Party  shall
                  likewise be excused from  performance of its  obligations on a
                  day-to-day basis until the delay,  restriction or interference
                  has  ceased);  provided  however,  that the Party so  affected
                  shall use  diligent  efforts to avoid or remove such causes of
                  non-performance  and both Parties shall proceed  whenever such
                  causes are removed or cease.

15.               YEAR 2000 COMPLIANCE

                  Each Party warrants that it has implemented a program the goal
                  of which is to ensure that all software,  hardware and related
                  materials (collectively called "Systems") delivered, connected
                  with BellSouth or supplied in the furtherance of the terms and
                  conditions  specified  in this  Agreement:  (i)  will  record,
                  store,  process and display calendar dates falling on or after
                  January  1,  2000,  in the  same  manner,  and  with  the same
                  functionality as such software records,  stores, processes and
                  calendar  dates  falling on or before  December 31, 1999;  and
                  (ii)  shall  include  without  limitation  date  data  century
                  recognition,  calculations  that  accommodate same century and
                  multicentury formulas and date values, and date data interface
                  values that reflect the century.
<PAGE>

                                           General Terms and Conditions - Part A
                                                                         Page 16


16.               MODIFICATION OF AGREEMENT

16.1              BellSouth shall make available, pursuant to 47 USC ss. 252 and
                  the FCC rules and regulations regarding such availability,  to
                  Access One any  interconnection,  service,  or network element
                  provided under any other agreement filed and approved pursuant
                  to 47 USC ss. 252.  The Parties  shall adopt all rates,  terms
                  and conditions concerning such other interconnection,  service
                  or network  element and any other rates,  terms and conditions
                  that are interrelated or were negotiated in exchange for or in
                  conjunction  with  the  interconnection,  service  or  network
                  element being adopted. The adopted  interconnection,  service,
                  or  network  element  and  agreement  shall  apply to the same
                  states as such other  agreement and for the identical  term of
                  such other agreement.

16.2              If Access One changes its name or makes changes to its company
                  structure or identity due to a merger,  acquisition,  transfer
                  or any other reason, it is the responsibility of Access One to
                  notify  BellSouth of said change and request that an amendment
                  to this Agreement,  if necessary,  be executed to reflect said
                  change.

16.3              No  modification,  amendment,  supplement to, or waiver of the
                  Agreement  or any of its  provisions  shall be  effective  and
                  binding upon the Parties unless it is made in writing and duly
                  signed by the Parties.

16.4              Execution  of this  Agreement by either Party does not confirm
                  or infer that the executing  Party agrees with any decision(s)
                  issued pursuant to the  Telecommunications Act of 1996 and the
                  consequences of those  decisions on specific  language in this
                  Agreement.  Neither  Party  waives  its  rights  to  appeal or
                  otherwise  challenge  any  such  decision(s)  and  each  Party
                  reserves  all of its rights to pursue any and all legal and/or
                  equitable remedies, including appeals of any such decision(s).

16.5              In the  event  that  any  effective  legislative,  regulatory,
                  judicial or other legal action materially affects any material
                  terms of this  Agreement,  or the  ability  of  Access  One or
                  BellSouth  to perform any  material  terms of this  Agreement,
                  Access One or  BellSouth  may,  on thirty  (30) days'  written
                  notice  require  that  such  terms  be  renegotiated,  and the
                  Parties  shall   renegotiate   in  good  faith  such  mutually
                  acceptable  new terms as may be  required.  In the event  that
                  such new terms are not  renegotiated  within  ninety (90) days
                  after  such  notice,  the  Dispute  shall be  referred  to the
                  Dispute Resolution procedure set forth in Section 12.

16.6              If any provision of this Agreement, or the application of such
                  provision  to  either  Party  or  circumstance,  shall be held
                  invalid, the remainder of the Agreement, or the application of
                  any such provision to the Parties or circumstances  other than
                  those to  which it is held  invalid,  shall  not be  effective
                  thereby,   provided   that  the  Parties   shall   attempt  to
                  reformulate  such  invalid  provision  to give  effect to such
                  portions thereof as may be valid without  defeating the intent
                  of such provision.
<PAGE>

                                           General Terms and Conditions - Part A
                                                                         Page 17


17.               WAIVERS

                  A  failure  or delay of  either  Party to  enforce  any of the
                  provisions  hereof,  to  exercise  any option  which is herein
                  provided,  or to require  performance of any of the provisions
                  hereof  shall in no way be  construed  to be a waiver  of such
                  provisions or options,  and each Party,  notwithstanding  such
                  failure,  shall have the right  thereafter  to insist upon the
                  specific  performance of any and all of the provisions of this
                  Agreement.

18.               GOVERNING LAW

                  This  Agreement  shall  be  governed  by,  and  construed  and
                  enforced in accordance with, the laws of the State of Georgia,
                  without regard to its conflict of laws principles.

19.               ARM'S LENGTH NEGOTIATIONS

                  This  Agreement was executed  after arm's length  negotiations
                  between the undersigned Parties and reflects the conclusion of
                  the  undersigned  that this Agreement is in the best interests
                  of all Parties.

20.               NOTICES

20.1              Every  notice,  consent,  approval,  or  other  communications
                  required or contemplated by this Agreement shall be in writing
                  and shall be delivered  in person or given by postage  prepaid
                  mail, address to:

                           BELLSOUTH TELECOMMUNICATIONS, INC.

                           CLEC Account Team
                           9th Floor
                           600 North 19th Street
                           Birmingham, Alabama 35203

                           and

                           General Attorney - COU
                           Suite 4300
                           675 W. Peachtree St.
                           Atlanta, GA 30375

                           ACCESS ONE COMMUNICATIONS

                           Ken Baritz
                           3427 NW 55th Street
                           Fort Lauderdale, FL 33309
<PAGE>

                                           General Terms and Conditions - Part A
                                                                         Page 18


                  or at such other address as the intended recipient  previously
                  shall have designated by written notice to the other Party.

20.2              Where specifically required,  notices shall be by certified or
                  registered mail. Unless otherwise  provided in this Agreement,
                  notice by mail shall be effective on the date it is officially
                  recorded as delivered by return receipt or equivalent,  and in
                  the absence of such record of  delivery,  it shall be presumed
                  to have been  delivered  the fifth day, or next  business  day
                  after the fifth day, after it was deposited in the mails.

20.3              BellSouth shall provide Access One notice via Internet posting
                  of price changes and of changes to the terms and conditions of
                  services available for resale.

21.               RULE OF CONSTRUCTION

                  No rule of construction  requiring  interpretation against the
                  drafting  Party  hereof shall apply in the  interpretation  of
                  this Agreement.

22.               HEADINGS OF NO FORCE OR EFFECT

                  The headings of Articles and  Sections of this  Agreement  are
                  for convenience of reference only, and shall in no way define,
                  modify or restrict the meaning or  interpretation of the terms
                  or provisions of this Agreement.

23.               MULTIPLE COUNTERPARTS

                  This Agreement may be executed multiple counterparts,  each of
                  which  shall be deemed  an  original,  but all of which  shall
                  together constitute but one and the same document.

24.               IMPLEMENTATION OF AGREEMENT

                  If Access One is a facilities  based  provider or a facilities
                  based and resale provider, this section shall apply. Within 60
                  days of the  execution  of this  Agreement,  the Parties  will
                  adopt a schedule for the implementation of the Agreement.  The
                  schedule  shall  state  with   specificity   time  frames  for
                  submission  of including but not limited to,  network  design,
                  interconnection  points,   collocation  arrangement  requests,
                  pre-sales  testing  and full  operational  time frames for the
                  business and residential  markets. An implementation  template
                  to be used for the  implementation  schedule is  contained  in
                  Attachment 10 of this Agreement.
<PAGE>

                                           General Terms and Conditions - Part A
                                                                         Page 19


25.               FILING OF AGREEMENT

                  Upon  execution  of this  Agreement it shall be filed with the
                  appropriate   state   regulatory   agency   pursuant   to  the
                  requirements  of  Section  252 of the Act.  If the  regulatory
                  agency  imposes  any  filing or public  interest  notice  fees
                  regarding the filing or approval of the Agreement,  Access One
                  shall be responsible  for  publishing the required  notice and
                  the  publication  and/or notice costs shall be borne by Access
                  One.

26.               ENTIRE AGREEMENT

                  This  Agreement and its  Attachments,  incorporated  herein by
                  this  reference,  sets  forth  the  entire  understanding  and
                  supersedes  prior  Agreements  between the Parties relating to
                  the  subject  matter  contained  herein  and  merges all prior
                  discussions  between them, and neither Party shall be bound by
                  any   definition,   condition,   provision,    representation,
                  warranty,  covenant or promise other than as expressly  stated
                  in this Agreement or as is  contemporaneously  or subsequently
                  set forth in writing and executed by a duly authorized officer
                  or representative of the Party to be bound thereby.

                  THIS AGREEMENT MAY INCLUDE ATTACHMENTS WITH PROVISIONS FOR THE
                  FOLLOWING SERVICES:

                  Network Elements  and Other Services
                  Local Interconnection
                  Resale
                  Collocation

                  THE FOLLOWING SERVICES ARE INCLUDED AS OPTIONS FOR PURCHASE BY
                  ACCESS ONE.  ACCESS ONE SHALL  ELECT SAID  SERVICES BY WRITTEN
                  REQUEST TO ITS ACCOUNT MANAGER IF APPLICABLE.
                  Optional Daily Usage File (ODUF)
                  Enhanced Optional Daily Usage File (EODUF)
                  Access Daily Usage File (ADUF)
                  Line Information Database (LIDB) Storage
                  Centralized Message Distribution Service (CMDS)
                  Calling Name (CNAM)
<PAGE>

                                           General Terms and Conditions - Part A
                                                                         Page 20


IN WITNESS  WHEREOF,  the Parties have executed this  Agreement the day and year
above first written.

BELLSOUTH TELECOMMUNICATIONS, INC.           THE OTHER PHONE COMPANY, INC. D/B/A
                                             ACCESS ONE COMMUNICATIONS, INC.

     /s/ JERRY HENDRIX                               /s/ KENNETH BARITZ
---------------------------------------      -----------------------------------
           Signature                                       Signature


        Jerry D. Hendrix                                   Ken Baritz
---------------------------------------      -----------------------------------
             Name                                            Name


Sr. Director - Interconnection Services                      CEO
---------------------------------------      ----------------------------------
             Title                                          Title


          March 6, 2000                                February 17, 2000
---------------------------------------      ----------------------------------
              Date                                           Date


<PAGE>


                                           General Terms and Conditions - Part B
                                                                         Page 21


                                   DEFINITIONS

AFFILIATE is defined as a person that (directly or indirectly) owns or controls,
is owned or controlled by, or is under common ownership or control with, another
person.  For purposes of this  paragraph,  the term "own" means to own an equity
interest (or equivalent thereof) of more than 10 percent.

CENTRALIZED  MESSAGE  DISTRIBUTION  SYSTEM is the Telcordia  (formerly BellCore)
administered  national system, based in Kansas City, Missouri,  used to exchange
Exchange Message Interface (EMI) formatted data among host companies.

COMMISSION  is  defined  as  the  appropriate   regulatory  agency  in  each  of
BellSouth's nine state region, Alabama, Florida, Georgia,  Kentucky,  Louisiana,
Mississippi, North Carolina, South Carolina, and Tennessee.

DAILY  USAGE  FILE is the  compilation  of  messages  or copies of  messages  in
standard  Exchange Message  Interface (EMI) format exchanged from BellSouth to a
CLEC.

EXCHANGE MESSAGE  INTERFACE is the nationally  administered  standard format for
the exchange of data among the Exchange  Carriers within the  telecommunications
industry.

INFORMATION   SERVICE  means  the  offering  of  a  capability  for  generating,
acquiring, storing, transforming,  processing,  retrieving, utilizing, or making
available   information   via   telecommunications,   and  includes   electronic
publishing,  but  does  not  include  any  use of any  such  capability  for the
management,  control,  or  operation  of  a  telecommunications  system  or  the
management of a telecommunications service.

INTERCOMPANY  SETTLEMENTS (ICS) is the revenue associated with charges billed by
a company  other  than the  company  in whose  service  area such  charges  were
incurred.  ICS on a national  level  includes third number and credit card calls
and is administered by Telcordia  (formerly  BellCore)'s  Calling Card and Third
Number  Settlement  System  (CATS).  Included is traffic that  originates in one
Regional Bell Operating  Company's  (RBOC) territory and bills in another RBOC's
territory.

INTERMEDIARY  FUNCTION is defined as the  delivery of traffic from Access One; a
CLEC other than  Access One or another  telecommunications  carrier  through the
network of  BellSouth  or Access One to an end user of Access  One; a CLEC other
than Access One or another telecommunications carrier.

LOCAL  INTERCONNECTION  is defined  as 1) the  delivery  of local  traffic to be
terminated  on each Party's local network so that end users of either Party have
the ability to reach end users of the other Party  without the use of any access
code or  substantial  delay in the  processing  of the call;  2) the LEC network
features,  functions,  and  capabilities  set  forth in this  Agreement;  and 3)

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                                           General Terms and Conditions - Part B
                                                                         Page 22


Service Provider Number Portability sometimes referred to as temporary telephone
number portability to be implemented pursuant to the terms of this Agreement.

LOCAL TRAFFIC is defined as any telephone  call that  originates in one exchange
and  terminates  in  either  the same  exchange,  or other  local  calling  area
associated with the originating  exchange as defined and specified in Section A3
of BellSouth's  General  Subscriber  Service Tariff.  As  clarification  of this
definition  and for reciprocal  transport and  termination  compensation,  Local
Traffic  does not  include  traffic  that  originates  from or is directed to or
through an enhanced service provider or information service provider. As further
clarification,  Local  Traffic  does  not  include  calls  that do not  transmit
information  of the  user's  choosing.  In any  event,  neither  Party  will pay
reciprocal  compensation  to the other if the "traffic" to which such reciprocal
compensation  would otherwise apply was generated,  in whole or in part, for the
purpose of creating an obligation on the part of the originating  carrier to pay
reciprocal compensation for such traffic.

MESSAGE DISTRIBUTION is routing determination and subsequent delivery of message
data from one company to another.  Also included is the interface  function with
CMDS, where appropriate.

MULTIPLE  EXCHANGE CARRIER ACCESS BILLING  ("MECAB") means the document prepared
by the Billing  Committee  of the  Ordering  and Billing  Forum  ("OBF:),  which
functions  under the auspices of the Carrier  Liaison  Committee of the Alliance
for  Telecommunications  Industry Solutions ("ATIS") and by Telcordia  (formerly
BellCore) as Special Report SR-BDS-000983, Containing the recommended guidelines
for the billing of Exchange  Service access  provided by two or more LECs and/or
CLECs or by one LEC in two or more states within a single LATA.

NETWORK ELEMENT is defined to mean a facility or equipment used in the provision
of a telecommunications  service.  Such term may include, but is not limited to,
features,  functions,  and  capabilities  that  are  provided  by  means of such
facility  or  equipment,  including  but not  limited  to,  subscriber  numbers,
databases,  signaling  systems,  and  information  sufficient  for  billing  and
collection  or  used in the  transmission,  routing,  or  other  provision  of a
telecommunications  service.  BellSouth  offers access to the Network  Elements,
unbundled loops; network interface device;  sub-loop elements;  local switching;
transport; tandem switching; operator systems; signaling; access to call-related
databases; dark fiber as set forth in Attachment 2 of this Agreement.

NON-INTERCOMPANY  SETTLEMENT SYSTEM (NICS) is the Telcordia  (formerly BellCore)
system that calculates non-intercompany settlements amounts due from one company
to another within the same RBOC region.  It includes  credit card,  third number
and collect messages.

PERCENT  OF  INTERSTATE  USAGE  (PIU) is  defined  as a factor to be  applied to
terminating  access services  minutes of use to obtain those minutes that should
be rated as interstate  access services  minutes of use. The numerator  includes
all interstate  "non-intermediary"  minutes of use, including interstate minutes
of use that are forwarded due to service  provider number  portability  less any
interstate  minutes  of use for  Terminating  Party Pays  services,  such as 800
Services. The denominator includes all  "non-intermediary",  local,  interstate,
intrastate,  toll and access

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                                           General Terms and Conditions - Part B
                                                                         Page 23


minutes of use adjusted for service provider number portability less all minutes
attributable to terminating Party pays services.

PERCENT  LOCAL  USAGE  (PLU) is defined as a factor to be applied to  intrastate
terminating  minutes of use. The numerator shall include all  "non-intermediary"
local minutes of use adjusted for those minutes of use that only apply local due
to Service Provider Number Portability.  The denominator is the total intrastate
minutes of use  including  local,  intrastate  toll,  and access,  adjusted  for
Service  Provider  Number  Portability  less intrastate  terminating  Party pays
minutes of use.

REVENUE   ACCOUNTING   OFFICE   (RAO)  STATUS   COMPANY  is  a  local   exchange
company/alternate  local  exchange  company that has been  assigned a unique RAO
code. Message data exchanged among RAO status companies is grouped (i.e. packed)
according to From/To/Bill RAO combinations.

SERVICE CONTROL POINTS ("SCPs") are defined as databases that store  information
and have the ability to manipulate data required to offer particular services.

SIGNAL TRANSFER POINTS ("STPs") are signaling message switches that interconnect
Signaling Links to route signaling messages between switches and databases. STPs
enable the exchange of Signaling  System 7 ("SS7")  messages  between  switching
elements,  database  elements and STPs. STPs provide access to various BellSouth
and third party network elements such as local switching and databases.

SIGNALING LINKS are dedicated  transmission  paths carrying  signaling  messages
between carrier switches and signaling networks.  Signal Link Transport is a set
of two  or  four  dedicated  56  kbps  transmission  paths  between  Access  One
designated   Signaling  Points  of   Interconnection   that  provide  a  diverse
transmission path and cross connect to a BellSouth Signal Transfer Point.

TELECOMMUNICATIONS means the transmission,  between or among points specified by
the user, of information of the user's  choosing,  without change in the form or
content of the information as sent and received.

TELECOMMUNICATIONS  SERVICE means the offering of  telecommunications  for a fee
directly  to the  public,  or to such  classes  of  users  as to be  effectively
available directly to the public, regardless of the facilities used.

TELECOMMUNICATIONS  ACT OF 1996  ("ACT")  means Public Law 104-104 of the United
States Congress  effective  February 8, 1996. The Act amended the Communications
Act of 1934 (47, U.S.C. Section 1 et. seq.).