EXHIBIT 10.54

                  AGREEMENT REGARDING MCG WARRANTS AND OPTIONS

       This Agreement (the  "Agreement")  is dated effective as of July 5, 2000,
by and among Talk.com Inc. ("Talk"),  Access One Communications  Corp.  ("Access
One") and MCG Finance Corporation ("MCG").

       1. Pursuant to Section 5(n) of that certain  Agreement and Plan of Merger
dated  March 24,  2000 (the  "Merger  Agreement"),  by and among  Talk,  Aladdin
Acquisition  Corp., a  wholly-owned  subsidiary of Talk, and Access One, and the
other documents and agreements executed in connection with the Merger Agreement,
MCG hereby agrees (as provided in the Merger Agreement) to accept at the Closing
of the Merger  Agreement,  shares of Talk Common Stock in full  satisfaction  of
MCG's  rights  under those  certain  warrant  agreements  by and between MCG and
Access  One  dated  June  30,  1999  and   November   30,   1999,   respectively
(collectively, the "Warrant Agreements"); provided, however, that such agreement
by MCG shall be deemed null and void if the Merger  Agreement is not consummated
on or before  September 30, 2000. Each of the parties hereto further agrees that
the exact  number of  shares of Talk  Common  Stock to be issued to MCG shall be
subject to the terms and  conditions  of the Warrant  Agreements  and the Merger
Agreement as if MCG exercised its Warrants  immediately  prior to the Closing of
the Merger.  The  exercise  price of the  Warrants  shall be paid by MCG by wire
transfer of immediately  available funds immediately prior to the Closing of the
Merger  (using  wiring  instructions  provided  to MCG by Access  One at least 2
business  days prior to such  payment).  Access One and Talk further agree that,
prior to or concurrent  with the Closing of the Merger,  the entire  outstanding
indebtedness owed by Access One to MCG shall be unconditionally and indefeasibly
paid in full (without any offset or deduction) in  immediately  available  funds
and all further commitments of MCG and Access One thereunder shall be terminated
(other than waivers, reinstatement rights, and reimbursement and indemnification
protections  thereunder  in favor of MCG,  which  provisions  shall survive such
termination).

       2.  The  parties  acknowledge  and  agree  that  in  consideration  of  a
consulting  arrangement  and services  provided by MCG or an  affiliate  thereof
(regarding strategic opportunities,  including the bundling of elements of local
service  and long  distance,  the  actual  documentation  for  which  Consulting
Agreement shall be in the form attached hereto as Exhibit A and shall be entered
into by and  between  Access  One and MCG or such  affiliate  at or prior to the
closing of the Merger). Talk shall issue to MCG or such affiliate at the closing
of the Merger  (pursuant to a separate  option or warrant  agreement  containing
customary and mutually acceptable terms, conditions, rights and protections, but
that is not under any existing Talk option or other  compensation  plan) options
or warrants  representing  300,000 shares of Talk Common Stock (the  "Consulting
Options").  The  Consulting  Options  shall have an exercise  price equal to the
average  closing price of Talk Common Stock as reported on the NASDAQ during the
10   business   days   immediately   preceding   the   Closing  of  the  Merger.
Notwithstanding  anything in this Agreement,  or anything else, to the contrary,
if the  Merger  between  Access  One  and  Talk  is not  consummated,  then  the
Consulting  Options shall not be issued and shall be deemed null and void. MCG's
or  such  affiliate's  performance  of  its  consulting  duties  shall  commence
immediately after the Closing of the Merger.

       3.  Except  as  specifically  agreed  to  above,  all  of the  terms  and
conditions  of the  Warrant  Agreements  remain  in full  force and  effect  and
unaffected  hereby.  All capitalized terms used herein and not otherwise defined
shall have the meanings  ascribed to them in either the Merger  Agreement and/or
Warrant Agreements, as the case may be.

<PAGE>


       4. This  Agreement,  together  with the documents  expressly  referred to
herein, constitute the entire agreement among the parties hereto with respect to
the subject  matter  contained  herein and  supersede all prior  agreements  and
understandings  among the parties  with  respect to such  subject  matter.  This
Agreement may not be modified,  amended,  altered or  supplemented  except by an
agreement in writing executed by Talk, Access One and MCG.

       5. This  Agreement  shall be binding  on and inure to the  benefit of the
parties   hereto  and  their   respective   successors,   assigns  and  personal
representatives,  but neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (other than
an affiliate thereof) without the prior written consent of the other parties.

       6. Except as expressly set forth below,  this Agreement shall be governed
by and construed in  accordance  with the domestic laws of the State of Delaware
without  giving  effect  to any  choice or  conflict  of law  provision  or rule
(whether of the State of Delaware  or any other  jurisdiction)  that would cause
the  application  of the  laws of any  jurisdiction  other  than  the  State  of
Delaware. Each of the parties hereto submits to the jurisdiction of any state or
federal  court  sitting  in  the  Commonwealth  of  Virginia  in any  action  or
proceeding  arising  out of or relating  to this  Agreement  and agrees that all
claims in respect of the action or proceeding may be heard and determined in any
such court.  Each party hereto also agrees not to bring any action or proceeding
arising out of or relating to this  Agreement  in any other  court.  Each of the
parties hereto waives any defense of  inconvenient  forum to the  maintenance of
any  action or  proceeding  so  brought  and  waives  any bond,  surety or other
security  that might be required of any other party with respect  thereto.  Each
party hereto agrees that a final judgment in any action or proceeding so brought
shall be conclusive  and may be enforced by suit on the judgment or in any other
manner  provided  by law or at equity.  EACH  PARTY  HERETO  HEREBY  IRREVOCABLY
WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN
ANY ACTION,  PROCEEDING OR  COUNTERCLAIM  (WHETHER BASED UPON CONTRACT,  TORT OR
OTHERWISE)  ARISING  OUT  OF OR  RELATING  TO  THIS  AGREEMENT  OR  ANY  OF  THE
TRANSACTIONS CONTEMPLATED HEREBY.

       7. This Agreement may be executed,  including execution by facsimile,  in
any number of counterparts,  each of which shall be deemed to be an original and
all of which together shall constitute one and the same document.

       8.  Any  term  or  provision  of  this   Agreement  that  is  invalid  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or  unenforceability  without rendering invalid
or  unenforceable  the  remaining  terms and  provisions  of this  Agreement  or
affecting  the validity or  enforceability  of any of the terms or provisions of
this Agreement in any other jurisdiction.  If any provision of this Agreement is
so broad as to be unenforceable,  such provision shall be interpreted to be only
so broad as is enforceable.

       9. Each party hereto shall execute and deliver such additional  documents
and take such additional  actions as may be necessary or desirable to consummate
the transactions contemplated by this Agreement.

<PAGE>


       10. Nothing in this Agreement,  expressed or implied,  shall be construed
to give any  person  or  entity  other  than the  parties  hereto  any  legal or
equitable  right,  remedy or claim under or by reason of this  Agreement  or any
provision contained herein.

AGREED:

MCG FINANCE CORPORATION                                ACCESS ONE COMMUNICATIONS
                                                       CORP.


By:    /s/ Steven F. Tunney                       By:    /s/ Elizabeth Stallings
       -----------------------                           -----------------------

Name:                                             Name:
       -----------------------                           -----------------------

Title:                                            Title:
       -----------------------                           -----------------------

TALK.COM INC.


By:    /s/ Aloysius T. Lawn IV
       -----------------------

Name:
       -----------------------

Title:
       ---------------------------------