EXHIBIT 10.55

                       CONSULTING AGREEMENT

       THIS CONSULTING  AGREEMENT (the  "Agreement") is made and entered into as
of this 5th day of July, 2000, by and between ACCESS ONE COMMUNICATIONS CORP., a
New Jersey corporation (the "Company"),  and MCG CREDIT CORPORATION,  a Delaware
corporation (the "Consultant").

                                    RECITALS

       A. The Company,  TALK.COM,  INC., a Delaware  corporation  ("Talk"),  and
Aladdin  Acquisition  Corp., a  wholly-owned  subsidiary of Talk, are parties to
that  certain  Agreement  and Plan of Merger  dated March 24, 2000 (the  "Merger
Agreement").

       B. The  effectiveness  of this Agreement is conditioned on the closing of
the Merger Agreement (the "Closing") and shall be assumed by Talk at such time.

       C. The  Company  desires to retain  the  Consultant  to  provide  certain
services to the Company,  and the  Consultant  desires to provide such services,
all on the terms and subject to the conditions hereinafter set forth.

       NOW,  THEREFORE,  for good and  valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:

       1.  RETAINER.  The  Company  hereby  retains  the  Consultant,   and  the
Consultant  hereby  accepts such  retention  by the Company,  upon the terms and
subject to the conditions set forth herein.

       2. TERM. Subject to earlier termination pursuant to Section 5 hereof, the
term of this Agreement (the "Term") shall commence as of the date of the Closing
and shall continue until terminated by either party upon prior written notice of
at least 10 business  days (the "Notice  Period") to the other party;  provided,
however,  that during the Notice Period,  the Consultant  shall use commercially
reasonable  efforts to complete,  or bring to a reasonable  point of transition,
any project for which it was  performing  Consulting  Services  (as such term is
hereinafter defined) at the time the termination notice was given.

       3. SERVICES. During the Term, the Consultant shall render to the Company,
on a non-exclusive basis, such services regarding strategic opportunities as the
Consultant  and the  Company  may  hereafter  mutually  agree from time to time,
including  with respect to the  bundling of elements of local and  long-distance
telecommunications  services  (the  "Consulting  Services").  The scope,  terms,
timing and  deliverables  associated  with the provision of any such  Consulting
Services  shall also be subject to the mutual  agreement  of the Company and the
Consultant  from time to time.  Subject to compliance by the Consultant with the
confidentiality  restrictions  under  Section 6,  however,  the  Company  hereby
acknowledges  and  consents to the  Consultant

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providing   similar  services  to,  investing  in  and  otherwise   engaging  in
transactions  with  (including the provision of financing to) other  enterprises
that operate in the same or related industries and/or markets.

       4.  COMPENSATION.   As  compensation  for  the  execution,  delivery  and
performance  of this  Agreement,  the  Consultant  shall  receive a  Warrant  to
purchase  300,000 shares of the Common Stock, par value $0.01 per share, of Talk
at  the  Closing  pursuant  to  a  Warrant  containing  customary  and  mutually
acceptable  terms,  conditions,  rights and  protections.  Without  limiting the
foregoing,  the  Warrant  (a)  shall be  immediately  exercisable,  (b) shall be
effective for a period of 10 years from the date of issuance,  (c) shall provide
for a cashless exercise alternative,  and (d) shall have an exercise price equal
to the average  closing  price of Common Stock as reported on the NASDAQ  during
the 10 business days  immediately  preceding  the Closing.  The Warrant shall be
fully earned for all purposes as of the Closing Date.

       5. TERMINATION.

          5.1 Notwithstanding  anything herein to the contrary,  the Company may
immediately  terminate this  Agreement by written notice to the Consultant  upon
any of the  following  events:  (i) the  Consultant's  material  breach  of this
Agreement;  (ii) the  Consultant's  breach of any of the provisions of Article 6
hereof; or (iii) the Consultant's bankruptcy, whether voluntary or involuntary.

          5.2 In the event that the Merger  Agreement is not  consummated,  this
Agreement shall be deemed null and void ab initio.

       6. CONFIDENTIALITY.  The Consultant shall employ reasonable procedures to
treat as  confidential  all  written,  non-public  information  delivered to the
Consultant  pursuant to or in connection  with the services  provided under this
Agreement concerning the performance, operations, assets, structure and business
plans of the Company. While other or different confidentiality procedures may be
employed by the Consultant, the actual procedures employed by the Consultant for
this purpose will be  conclusively  deemed to be reasonable if they are at least
as protective of such  information as the procedures  generally  employed by the
Consultant to safeguard the confidentiality of the Consultant's own confidential
information.  Notwithstanding  the  foregoing,  the  Consultant may disclose any
information  concerning the Company in the Consultant's  possession from time to
time (a) to any lender to or investor in the Consultant  (including  prospective
lenders and investors),  but subject to a reasonable  confidentiality  agreement
regarding any non-public confidential  information thereby disclosed, and (b) in
response to credit inquiries consistent with general banking practices,  and (c)
to any federal or state regulator of the Consultant, and (d) to the Consultant's
affiliates,  employees, legal counsel,  appraisers,  accountants and agents, and
(e) to any  person  pursuant  to  compulsory  judicial  process,  and (f) to any
judicial or arbitration forum in connection with enforcing this Agreement or the
Warrant or defending any action based upon this  Agreement or the Warrant or the
relationship between the Consultant and the Company, and (g) to any other person
with respect to the public or non-confidential portions of any such information.
Moreover,  the Consultant

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(without  any  compensation,  remuneration  or notice to the  Company)  may also
include operational and performance and structural information and data relating
to the  Company  in  compilations,  reports  and  data  bases  assembled  by the
Consultant  (or its  affiliates)  and used to  conduct,  support,  assist in and
validate  portfolio,  industry  and credit  research and analysis for itself and
other persons;  provided,  however, that the Consultant may not thereby disclose
to other  persons  any  information  relating to the Company in a manner that is
attributable  to the Company unless (1) such  disclosure is permitted  under the
standards outlined above in this Section or (2) the Company otherwise separately
consents thereto.

       7. MISCELLANEOUS.

          7.1 Independent Relationship;  Taxes. The Consultant is not authorized
by this  Agreement  to assume or to create  any  obligation  or  responsibility,
express or  implied,  on behalf of or in the name of the  Company or to bind the
Company in any manner or to anything  whatsoever.  The Consultant  shall perform
all services  hereunder as an  "independent  contractor" and not as an employee,
agent, distributor, representative,  affiliate, partner or joint venturer of the
Company.  Notwithstanding  anything to the contrary herein, this Agreement in no
manner  shall  be  construed  to  create  an  employment  or   employee/employer
relationship  between the  Company and the  Consultant.  The  Consultant  is not
authorized  to assume or create any  obligation  or  responsibility,  express or
implied,  on behalf of, or in the name of, the Company or to bind the Company in
any manner.  The Company shall not be responsible for the withholding or payment
of  federal,  state or other  taxes,  including,  but not  limited  to,  income,
workers' compensation, unemployment and social security taxes, payable by reason
of services rendered by the Consultant to the Company.

          7.2  Entire  Agreement.  This  Agreement  together  with that  certain
Agreement Regarding MCG Warrants and Options dated effective as of July 5, 2000,
by and among Talk, MCG Finance Corporation (an affiliate of the Company) and the
Consultant  collectively  constitute  the entire  agreement  of the parties with
respect to the provision of the Consulting  Services (other than with respect to
the  compensation  therefor),  and  supersede  and  terminate  any and all prior
agreements  or  contracts,  oral or written,  entered  into  between the parties
relating to the provision of the Consulting Services.

          7.3  Amendments.  This  Agreement  shall not be amended  or  otherwise
modified except by a written instrument duly executed by the parties hereto.

          7.4 Governing Law;  Jurisdiction.  THIS AGREEMENT SHALL BE GOVERNED BY
AND  CONSTRUED IN  ACCORDANCE  WITH THE  DOMESTIC  LAWS OF THE  COMMONWEALTH  OF
VIRGINIA  WITHOUT  GIVING  EFFECT TO ANY CHOICE OR CONFLICT OF LAW  PROVISION OR
RULE (WHETHER OF THE  COMMONWEALTH OF VIRGINIA OR ANY OTHER  JURISDICTION)  THAT
WOULD  CAUSE THE  APPLICATION  OF THE LAWS OF ANY  JURISDICTION  OTHER  THAN THE
COMMONWEALTH OF VIRGINIA. Each of the parties 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 also agrees not to bring any action

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or proceeding  arising out of or relating to this  Agreement in any other court.
Each of the parties 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.

          7.5  Assignment.  Neither  party  may  assign  its  respective  rights
hereunder  (other than to an affiliate of such party)  without the prior written
consent of the other party (which  consent shall not be  unreasonably  withheld,
delayed or conditioned);  provided,  however,  that at the Closing,  the Company
shall assign this Agreement to Talk, and Talk shall assume and succeed to all of
the Company's rights and obligations  hereunder  without any further act or deed
by either party hereto.

          7.6  Notices.  All  notices,  requests,  consents,  demands  and other
communications  that are required or may be given under this Agreement  shall be
in  writing  and  shall be deemed  to have  been  duly  given if (i)  personally
delivered;  (ii) sent by telecopy  or other wire  transmission  with  successful
transmission acknowledged;  (iii) sent by Federal Express or other overnight air
express;  or (iv) sent by registered or certified mail, return receipt requested
and  postage  prepaid.  All  notices  delivered  to a party shall be sent to the
following respective addresses:

     If to the Consultant:

                                        MCG Credit Corporation
                                        1100 Wilson Boulevard, Suite 800
                                        Arlington, Virginia 22209
                                        Attention:  Steven F. Tunney, CFO
                                        Facsimile:  703-247-7505
                                                   And
                                        Attention:  Samuel G. Rubenstein
                                        Facsimile:  703-247-7545

     If to the Company:

                                        Access One Communications Corp.
                                        3427 NW 55th Street
                                        Fort Lauderdale, FL 33309
                                        Attention: Kenneth G. Baritz
                                        Facsimile: (954) 739-2476

     with a copy to:                    Blank Rome Tenzer Greenblatt LLP
                                        405 Lexington Avenue
                                        New York, NY  10174
                                        Attention:  Michael S. Mullman, Esq.
                                        Facsimile:  (212) 885-5001

     and a copy to:                     Talk.com, Inc.
                                        6805 Route 202
                                        New Hope, PA  18938
                                        Attention:  Aloysius T. Lawn, IV, Esq.
                                        Executive Vice President -
                                        General Counsel and Secretary
                                        Facsimile: (215) 862-1960

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     with a copy to:                    Kelley Drye & Warren LLP
                                        1200 19th Street, N.W., Suite 500
                                        Washington, DC  20036
                                        Attention:  Joseph B. Hoffman, Esq.
                                        Facsimile:  (202) 955-9792

or to such other  address  and/or  facsimile  number as the party to receive the
notice or request so designates by written notice to the other. Notices pursuant
to subsection (i) or subsection  (ii) shall be deemed given on the day delivered
or transmitted,  respectively. Notices delivered pursuant to subsection (iii) or
subsection  (iv) shall be deemed given on the second  business day following the
day sent, whether or not such notice was actually received on such day.

          7.7 No  Waiver.  No waiver  of any  breach  of any  provision  of this
Agreement  shall  constitute  a waiver of any prior,  concurrent  or  subsequent
breach  of the same or any  other  provisions  hereof,  and no  waiver  shall be
effective unless made in writing and signed by an authorized  representative  of
the waiving party.

          7.8  Parties  Intent  to Save  Provisions.  If any  provision  of this
Agreement  shall be held by a court of  competent  jurisdiction  to be  illegal,
invalid or unenforceable,  the remaining  provisions hereof shall remain in full
force and effect.

          7.9 Further Assurances.  Each party agrees to take such further action
and execute,  deliver and/or file such documents or instruments as are necessary
to carry out the terms and purposes of this Agreement.

          7.10 Terminology and Construction; Section Headings. All words in this
Agreement,  regardless of the number and gender in which they are used, shall be
deemed and  construed to include any other number,  singular or plural,  and any
other gender,  masculine,  feminine or neuter,  as the context of this Agreement
may require.  Unless otherwise  indicated,  any reference in this Agreement to a
Section,  Article  or  Exhibit  shall mean the  applicable  section,  article or
exhibit of or to this  Agreement.  The term "  Agreement"  includes  any and all
exhibits  hereto and amendment  hereto.  The use herein of the word "parties" or
"party" shall mean the  Consultant  and/or the Company,  as the case may be. The
section headings in this Agreement are intended solely for convenience and shall
be given no effect in the construction and interpretation hereof.

          7.11  Limitation on  Liability.  THE COMPANY AND THE  CONSULTANT  EACH
AGREES  THAT  NEITHER  PARTY  HERETO  (NOR  ANY OF  THEIR  DIRECTORS,  OFFICERS,
EMPLOYEES  OR AGENTS)  SHALL HAVE ANY  LIABILITY TO ANY OTHER PARTY HERETO OR TO
ANY OTHER PERSON (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) FOR LOSSES OR
COSTS  SUFFERED  OR  INCURRED  IN  CONNECTION  WITH OR IN

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ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED OR THE RELATIONSHIP ESTABLISHED
BY THIS  AGREEMENT,  OR ANY ACT,  OMISSION  OR  EVENT  OCCURRING  IN  CONNECTION
HEREWITH,  EXCEPT FOR  FORESEEABLE  ACTUAL LOSSES  RESULTING  DIRECTLY FROM SUCH
PARTY'S OWN GROSS NEGLIGENCE,  WILLFUL MISCONDUCT OR FRAUD. MOREOVER, WHETHER OR
NOT SUCH  DAMAGES ARE RELATED TO A CLAIM THAT IS SUBJECT TO THE WAIVER  EFFECTED
ABOVE AND WHETHER OR NOT SUCH WAIVER IS EFFECTIVE, NEITHER PARTY HERETO (NOR ANY
OF THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS) SHALL HAVE ANY LIABILITY WITH
RESPECT TO ANY SPECIAL,  INDIRECT,  CONSEQUENTIAL,  PUNITIVE OR  NON-FORESEEABLE
DAMAGES  SUFFERED BY ANY OTHER PARTY  HERETO OR ANY OTHER  PERSON IN  CONNECTION
WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS  CONTEMPLATED OR THE RELATIONSHIP
ESTABLISHED  BY THIS  AGREEMENT,  OR ANY ACT,  OMISSION  OR EVENT  OCCURRING  IN
CONNECTION HEREWITH.

          7.12 Waiver of Jury Trial.  THE COMPANY AND THE CONSULTANT EACH HEREBY
KNOWINGLY,  VOLUNTARILY  AND  INTENTIONALLY  WAIVES  ANY RIGHTS IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  (WHETHER  AS CLAIM,  COUNTER-CLAIM,
AFFIRMATIVE  DEFENSE OR OTHERWISE)  IN CONNECTION  WITH OR IN ANY WAY RELATED TO
ANY OF THIS AGREEMENT, OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS
(WHETHER  VERBAL OR  WRITTEN),  ACTIONS OR INACTIONS  OF THE  CONSULTANT  OR THE
COMPANY.

          7.13  Counterparts.  This  Agreement  may be  executed  in one or more
counterparts,  each of  which  shall be  deemed  an  original  and both of which
together shall constitute one and the same agreement.

                           [SIGNATURE PAGE TO FOLLOW]


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          IN  WITNESS  WHEREOF,   the  parties  have  executed  this  Consulting
Agreement on the date first set forth above.

                                                 ACCESS ONE COMMUNICATIONS CORP.

                                                 By: /s/ Elizabeth Stallings
                                                    ----------------------------
                                                    Name:
                                                          ----------------------
                                                    Title:
                                                          ----------------------


                                                 MCG CREDIT CORPORATION

                                                 By: /s/ Steven F. Tunney
                                                    ----------------------------
                                                    Name:
                                                          ----------------------
                                                    Title:
                                                          ----------------------


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