EXHIBIT 10.4

                               SERVICES AGREEMENT

                                     BETWEEN

                         ACCESS ONE COMMUNICATIONS CORP.

                                       AND

                          TALK.COM HOLDING CORP., INC.


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                                TABLE OF CONTENTS

                                                                            PAGE


1.   Definitions...............................................................1

2.   Services; Service Orders..................................................6

3.   Term......................................................................6

4.   Billing And Payment; Rates And Charges....................................7

5.   Audits....................................................................8

6.   Most Favored Purchaser....................................................8

7.   Data Retention............................................................9

8.   Taxes.....................................................................9

     8.1      Filing of Returns................................................9

     8.2      Taxes - Calculation and Billing..................................9

     8.3      Universal Service Assessment....................................10

     8.4      Taxes/Additional Charges........................................10

     8.5      Tax Reporting...................................................11

9.   Termination..............................................................11

10.  Warranties And Limitation Of Liability...................................12

11.  Indemnification..........................................................12

12.  Confidentiality..........................................................13

13.  Notices..................................................................15

14.  Compliance With Law......................................................16

15.  Effect of Tariffs........................................................16

16.  Software Development.....................................................16

17.  Force Majeure............................................................16

18.  Waivers..................................................................17

19.  Assignment...............................................................17

20.  Independent Contractors..................................................17

21.  Integration..............................................................18

22.  Governing Law; Arbitration...............................................18

23.  Construction.............................................................18

24.  Headings.................................................................18

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                                TABLE OF CONTENTS
                                  (CONTINUED)

25.  Third Parties............................................................19

26.  Trade Names and Trademarks...............................................19

27.  Unenforceability Of Provisions...........................................19

28.  Cumulative Rights And Remedies...........................................19

29.  Amendments...............................................................19

30.  Survival Of Provisions...................................................19

31.  Counterparts.............................................................19


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                               SERVICES AGREEMENT

         This Services Agreement is made as of this 24th day of March, 2000 (the
"EFFECTIVE DATE") by and between Access One  Communications  Corp., a New Jersey
corporation,  on behalf of itself and its Affiliates  that may provide a portion
of the services under this Agreement ("ACCESS ONE"), and Talk.com Holding Corp.,
Inc., a Pennsylvania corporation ("TALK.COM").

                                    RECITALS

         WHEREAS,  the Parties are  Telecommunications  Carriers  subject to the
Communications Act of 1934, as amended; and

         WHEREAS,  Access One is  engaged in the  business  of  providing  Local
Exchange  Services and Exchange Access Services  through the use of combinations
of unbundled  Network Elements  obtained from Incumbent Local Exchange  Carriers
and otherwise; and

         WHEREAS,  Talk.Com  desires to offer  Telephone  Exchange  Services and
Exchange  Access  Services  by  reselling   telecommunications   facilities  and
services, and Administrative Support Services, obtained from Access One; and

         WHEREAS,  Access One  desires  to sell its  capabilities  in  providing
Telephone   Exchange   Services,   Exchange   Access   Services,   and   certain
Administrative  Support  Services,  to  Talk.Com  for use by Talk.Com to provide
Telephone Exchange Services and Exchange Access Services to its End Users.

         NOW, THEREFORE, in consideration of the mutual promises,  covenants and
warranties  contained  herein,  and intending to be legally  bound  hereby,  the
Parties hereby agree as follows:

                                    AGREEMENT

1.       DEFINITIONS

         Whenever used in this  Agreement,  the  following  terms shall have the
         respective  meanings  given to them in this  Section 1. Said terms also
         shall  have the  said  meanings  when  used in any  exhibit,  schedule,
         attachment,  or addendum  hereto or in any  document  made or otherwise
         delivered pursuant to this Agreement. Each term defined in this Section
         1 shall be deemed to refer to the singular, plural, masculine, feminine
         or neuter as the context requires.

         1.1  "AAA" refers to the American Arbitration Association.

         1.2  "ACT" means the Communications  Act of 1934, 47 U.S.C.ss.151,  et.
              seq.,  as  amended  by  the  Telecommunications  Act of  1996  and
              otherwise, and all rules, regulations,  orders, policies and other
              pronouncements   of  the  FCC,   implementing  or  enforcing  such
              statutes.

         1.3  "ADMINISTRATIVE   SUPPORT  SERVICES"  refers  to  both  the  UNE-P
              Administrative  Support  Services and TSR  Administrative  Support
              Services as defined herein.

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         1.4  "AGREEMENT" means this Services Agreement,  as originally executed
              and as the same may be amended,  modified  and  supplemented  from
              time to time by  exhibits,  schedules,  attachments  or  addendums
              executed in accordance herewith.

         1.5  "AFFILIATE"  means, when used with reference to a specific Person,
              any Person  that,  directly  or  indirectly,  through  one or more
              intermediaries,  Controls,  is  Controlled  by or is under  common
              Control with such  specific  Person.  This term shall also include
              any  person  who,  directly  or  indirectly,  through  one or more
              intermediaries,  has the contractual right or option to acquire or
              vote more  than ten  percent  (10%) of the  voting  interest  of a
              specific Person.

         1.6  "ASSIGNMENT" means a sale, exchange, transfer or other disposition
              of all or any portion of a Party's rights hereunder.

         1.7  "AUTHORIZATIONS"  has the  meaning  set forth in Section 14 of the
              Agreement.

         1.8  "AUTOMATIC NUMBER IDENTIFICATION" or "ANI" is the directory number
              of the calling station,  used by a Telecommunications  Carrier for
              routing and billing purposes.

         1.9  "BILLING SERVICES" are as described in Exhibit B of the Agreement.

         1.10 "BTN" or  "BILLING  TELEPHONE  NUMBER"  has the meaning set for in
              Section 1.20 of Exhibit A of the Agreement.

         1.11 "BUSINESS DAY" means any day other than  Saturdays,  Sundays,  and
              legal holidays.

         1.12 "CARRIER  ACCESS  BILLING  SYSTEM" or "CABS" has the  meaning  set
              forth in Section  5.1 of Exhibit B of the  Agreement.

         1.13 "CALL  DETAIL  RECORDS"  or "CDR"  has the  meaning  set  forth in
              Section 3.1 of Exhibit B of the Agreement.

         1.14 "CONTROL" (or the verb form "CONTROLLED"), means a Person shall be
              deemed to control another Person when such controlling  Person has
              the power,  directly or indirectly,  to cause the direction of the
              management or policies of such other Person,  whether  through the
              ownership of voting securities, by contract, agency or otherwise.

         1.15 "CUSTOMER PROPRIETARY NETWORK INFORMATION" or "CPNI" is as defined
              by the Act.

         1.16 "CUSTOMER  SERVICE RECORDS" or "CSRS" has the meaning set forth in
              Section 1.14 of Exhibit A of the Agreement.

         1.17 "CUSTOMER" means any End-User of the Services.

         1.18 "DIRECTORY  NUMBER" or "DN" means a unique  ten-digit  number that
              resides on a Access One  switch,  also  referred  to as a "working
              telephone number".

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         1.19 "ELECTRONIC  DATA EXCHANGE  INTERFACE" or "EDI" refers to industry
              standard  computer-to-computer  exchange of business  records over
              telephone lines and the Internet.

         1.20 "EXCHANGE MESSAGE INTERFACE" or "EMI" has the meaning set forth in
              Section 3.1 of Exhibit B of the Agreement.

         1.21 "END USER"  means a Customer  that  purchases  Telephone  Exchange
              Services or Telephone Toll Services from Talk.com.

         1.22 "EUCL" means the "END-USER  COMMON LINE CHARGE" (also known as the
              "SUBSCRIBER LINE CHARGE" or "SLC"),  as established and defined by
              FCC regulations governing Switched Access Services.

         1.23 "EFFECTIVE  DATE" has the meaning set forth in the first paragraph
              of this Agreement.

         1.24 "EXCHANGE ACCESS" is as defined by the Act.

         1.25 "FCC" refers to the Federal Communications Commission.

         1.26 "FINAL ORDER" means an action by any  applicable  federal or state
              agency  or  court  as to  which:  (i) no  request  for stay by the
              federal or state agency or court of the action is pending, no such
              stay is in  effect,  and,  if any  deadline  for  filing  any such
              request is  designated  by statute or  regulation,  it has passed;
              (ii) no petition for rehearing or reconsideration of the action is
              pending  and the time for filing  any such  petition  has  passed;
              (iii)  the  federal  or state  agency  or court  does not have the
              action  under  reconsideration  on its own motion and the time for
              such reconsideration has passed; and (iv) no appeal to a court, or
              request for stay by a court,  of the federal or state  agency's or
              court's  action is pending or in effect,  and if any  deadline for
              filing such appeal or request is designated by statute or rule, it
              has passed.

         1.27 "ILEC" means an "INCUMBENT  LOCAL EXCHANGE  CARRIER" as defined by
              the Act.

         1.28 "INDEMNIFIED  PERSON" has the meaning set forth in Section 11.1 of
              the Agreement.

         1.29 "INDEMNIFYING  PARTY" has the meaning set forth in Section 11.1 of
              the Agreement.


         1.30 "IXC" means an  interexchange  carrier  providing  Telephone  Toll
              Services.

         1.31 "JOINT  IMPLEMENTATION  PLAN" has the meaning set forth in Section
              4.2 of Exhibit A of the Agreement.

         1.32 "JOINT  IMPLEMENTATION  TEAM" has the meaning set forth in Section
              2.1 of Exhibit A of the Agreement.

         1.33 "LEC" means a "LOCAL EXCHANGE CARRIER" as defined by the Act.

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         1.34 "LOA" or "LETTER OF  AUTHORIZATION"  is as defined in 47 C.F.R.ss.
              64.1100.

         1.35 "LOSS" has the meaning set forth in Section 11.1 of the Agreement.

         1.36 "MERGER  AGREEMENT"  refers  to the  Agreement  and Plan of Merger
              dated March 24, 2000 and entered  between  Talk.com Inc.,  Aladdin
              Acquisition Corp., and Access One Communications Corp. pursuant to
              which Talk.com,  Inc. would acquire all of the stock of Access One
              Communications Corp.

         1.37 "MPB" or "MEET BILLING POINT" has the meaning set forth in Section
              5.2 of Exhibit B of the Agreement.

         1.38 "NETWORK ELEMENT" is as defined by the Act.

         1.39 "NETWORK DATA MOVER" or "NDM" has the meaning set forth in Section
              3.1 of Exhibit B of the Agreement.

         1.40 "NOTICE OF CLAIM" has the meaning set forth in Section 11.2 of the
              Agreement.

         1.41 "NRC" means a non-recurring charge.

         1.42 "OSS" or "OPERATIONS SUPPORT SYSTEMS" has the meaning set forth in
              Section 1.7 of Exhibit A of the Agreement.

         1.43 "PARTY" or "PARTIES"  refers to one or both of the parties to this
              Agreement, Access One or Talk.com, as the context indicates.

         1.44 "PERSON"  means  any  general  partnership,  limited  partnership,
              limited  liability  company,  corporation,  joint venture,  trust,
              business trust,  governmental  agency,  cooperative,  association,
              individual   or   other   entity,   and  the   heirs,   executors,
              administrators,  legal representatives,  successors and assigns of
              such person as the context may require.

         1.45 "PHASE I" refers to the first 180 days after the Effective Date of
              this Agreement. During such period, the Talk.com base of End Users
              of  its  Telephone  Toll  Services  that  subscribed  to  Talk.com
              Telephone Toll Services  through America On Line ("AOL"),  will be
              transitioned  to the Access One  platform for  Telephone  Exchange
              Services and Exchange  Access  Services to the extent feasible and
              desirable to Talk.com. In addition, during such period, Access One
              shall  provide  customer  service,  billing  inquiry  and  trouble
              reporting on Talk.com's behalf.

         1.46 "PHASE II" refers to the period of time  beginning  181 days after
              the  Effective  Date  and  ending  as of the  termination  of this
              Agreement.  During  such  time,  both  AOL-derived  End  Users and
              non-AOL-derived End Users of Talk.com Telephone Toll Services will
              be transitioned to the Access One platform for Telephone  Exchange
              Services and Exchange Access  Service(s) as feasible and desirable
              to Talk.com. In addition,  during such period,  Talk.com will take
              back from Access One the  customer  service,  billing  inquiry and
              trouble  reporting  functions  associated  with the  provision  of
              Services to Talk.com End Users.

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         1.47 "PICC"  means the  "PRESUBSCRIBED  INTEREXCHANGE  CARRIER  CHARGE"
              element of  Switched  Access  charges,  as further  defined by FCC
              regulations governing the provision of Switched Access Services.

         1.48 "PROPRIETARY   INFORMATION"   means  information  marked  with  an
              appropriate  legend  relating  to the  business or  operations  of
              Talk.com, Access One, or their subsidiaries, Affiliates, End Users
              and  consultants  including,  but not limited  to, all  technical,
              marketing  and  financial   information   relating  thereto,   any
              information relating to the pricing, methods, processes, financial
              data,   lists,   apparatus,    statistics,   programs,   research,
              development  or related  information  of  Talk.com,  Access One or
              their  subsidiaries  or Affiliates,  or Talk.com's or Access One's
              End Users,  concerning past, present or future business activities
              or operations of said entities or the provision of Services  under
              this  Agreement,  as  further  described  in  Section  12.1 of the
              Agreement.

         1.49 "REGULATORY  REQUIREMENT" has the meaning set forth in Section 9.1
              of the Agreement.

         1.50 "SERVICES"  refers to the UNE-P  facilities and services,  the TSR
              services,  the  Administrative  Support Services,  and the Billing
              Services,  delineated in Exhibits A-C to the Agreement,  purchased
              by Talk.com to be resold to End Users in certain geographic market
              areas, or otherwise used by Talk.com to provide Telephone Exchange
              Services and Exchange Access Services.

         1.51 "SERVICE  AREAS"  refer  to the  geographic  markets  referred  in
              Exhibit A of the Agreement as amended from time-to-time.

         1.52 "SERVICE  OUTAGE"  refers to a  failure  of any  component  of the
              Service(s)  that  results in a complete  loss of call  origination
              and/or receipt capability.

         1.53 "SUBSIDIARY" means any person owned or controlled by Access One or
              Talk.com.

         1.54 "STATE COMMISSION" is as defined by the Act.

         1.55 "SWITCHED ACCESS RATES" refers to the rates applicable to Switched
              Access Services.

         1.56 "SWITCHED  ACCESS  SERVICE" means the offering of  transmission or
              switching services to Telecommunications  Carriers for the purpose
              of origination or termination of Telephone Toll Services, and is a
              subset of Exchange Access Services.

         1.57 "TARIFFED  SERVICES"  are services  offered  pursuant to effective
              tariffs filed with the various applicable State Commissions and/or
              the FCC.

         1.58 "TAX" or "TAXES" has the  meaning  set forth in Section  8.1(A) of
              the Agreement.

         1.59 "TELECOMMUNICATION CARRIER" is as defined by the Act.

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         1.60 "TELEPHONE EXCHANGE SERVICES" is as defined by the Act.

         1.61 "TELECOMMUNICATIONS SERVICES" is as defined by the Act.

         1.62 "TELEPHONE TOLL SERVICES" is as defined by the Act.

         1.63 "TSR ADMINISTRATIVE SUPPORT SERVICES" is as described in Section 3
              of Exhibit A.

         1.64 "UNE-PLATFORM"  or "UNE-P" refers to various  combinations  of the
              loop, port,  transport,  and other Network Elements  obtained from
              ILECs.  Each such Network  Element  combination  is  sufficient to
              enable  Telecommunications  Carriers to provide Telephone Exchange
              Service(s) and Switched Access Service(s)  exclusively through the
              use such combination of Network Elements.

         1.65 "UNE-P ADMINISTRATIVE  SUPPORT SERVICES" as described in Section 2
              of Exhibit A.

         1.66 "USF" or  "UNIVERSAL  SERVICE  FUND" has the  meaning set forth in
              Section 8.4.

1.67     "USAA" refers to the United States Arbitration Act, 9 U.S.C.ss.1-16.

2.       SERVICES; SERVICE ORDERS

         2.1  Access One shall, in accordance  with this  Agreement,  provide to
              Talk.com  those  Telephone  Exchange  Services,   Exchange  Access
              Services,  Administrative  Support Services, and Billing Services,
              as defined and identified in the attached Exhibits A-C.

         2.2  Orders for the  Services  shall be  transmitted  and  processed in
              accordance with Talk.com's then-current, standard order procedures
              and  guidelines,  as  well  as  any  procedures  set  out  in  the
              applicable  Exhibit for a specific Service (as such procedures and
              guidelines may be modified from time to time by Talk.com).

3.       TERM

         The initial term of this  Agreement is 5 years from the Effective  Date
         and will continue  thereafter for  successive 1 year terms,  unless (a)
         either  Party  gives  written  notice  to the  other of its  intent  to
         terminate  this Agreement at least 90 days prior to the end of the then
         current term, or, (b) either Party  terminates this Agreement  pursuant
         to the terms of Sections 3 or 9 of this Agreement.

4.       BILLING AND PAYMENT; RATES AND CHARGES

         4.1  Talk.com shall pay Access One for the Services at the rates,  fees
              and charges set forth below and in Exhibit C hereto.  As indicated
              on Exhibit C, Access One shall  provide the  Services  and related
              facilities at rates specified therein.

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              (A)    Certain  rate  elements  are marked  with [X] on Exhibit C,
                     meaning  that  the  specific   rate  level  is  yet  to  be
                     determined  by the Parties.  The Parties agree to negotiate
                     in good faith to  establish  specific  rates within 14 days
                     after the  Effective  Date  hereof.  If the Parties fail to
                     agree,  either  Party may submit the matter to  arbitration
                     pursuant to Section 22 of the Agreement. In such event, the
                     arbitrator shall establish rates which permit Access One to
                     recover  their direct  incremental  cost of  providing  the
                     requested  service or facility plus a return of 10 percent,
                     and such determination shall be binding upon the Parties.

              (B)    All stated  pricing  assumes  that  Talk.com and Access One
                     will become  Affiliates  within 1 year after the  Effective
                     Date  hereof  through   consummation  of  the  transactions
                     contemplated by the Merger Agreement. In the event that the
                     Parties do not become  Affiliates  through  consummation of
                     the  transactions  contemplated  by  the  Merger  Agreement
                     within 1 year after the Effective Date hereof,  all pricing
                     will be  automatically  and  immediately  revised.  In such
                     event, all services and facilities to be provided by Access
                     One  to  Talk.com  pursuant  to  this  Agreement  shall  be
                     provided  at the direct  incremental  cost to Access One of
                     obtaining and providing  such service or facility,  without
                     mark-up,  overhead  allocation or profit to Access One, for
                     the remainder of the initial term. Provided,  however, that
                     if the  transactions  contemplated by the Merger  Agreement
                     are not consummated  within 1 year after the Effective Date
                     hereof, for reasons that are not attributable to any action
                     or  inaction  of  Access  One or its  Affiliates,  then the
                     initial pricing shall not be so revised.

        4.2   Access One shall  invoice  Talk.com via facsimile for the Services
              and for any other  sums due  Access  One on a monthly  basis.  All
              invoices must itemize  related circuit charges (and or credits) by
              individual circuit components and must identify circuit charges by
              their Service Order Number, Talk.com Circuit Identification Number
              and  Access  One  Circuit  Identification  Number.  Recurring  and
              non-recurring   charges  must  be  separately  itemized  for  each
              circuit.

        4.3   Each Invoice  shall be paid by Talk.com in  immediately  available
              U.S.  funds so that the payment is received by Access One no later
              than 30 days from the date of the Invoice.  The Parties agree that
              (a) the Invoice  date will be the same day the Invoice is faxed to
              Talk.com (with  electronic  confirmation of receipt),  and (b) the
              Invoice  will  be  faxed  on a  Business  Day  and  followed  by a
              confirmation copy sent by first class U.S. mail.

        4.4   Talk.com shall have the right to dispute in good faith any charges
              included on Access One invoices.  In the event of any dispute, the
              entire invoice, whether disputed or not, shall be paid as provided
              in Section 4.3. All invoicing  disputes that cannot be resolved by
              negotiation  will be resolved in accordance with the provisions of
              Section  22.  Notwithstanding  any  provisions  contained  in this
              Agreement to the contrary,  Talk.com's  failure to pay any invoice
              or portion thereof as a result of an unresolved  dispute shall not
              be  considered  a  breach  of the  terms  and  provisions  of this
              Agreement.

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        4.5   Talk.com shall not be responsible to pay any Access One charge not
              invoiced to  Talk.com  within 90 days after such Access One charge
              originated,   provided  that  such  timeframe  shall  be  extended
              concomitant to any tardiness  attributable  to delayed  billing of
              Access One by the  ILEC(s).  For  purposes of this  Section 4.5, a
              recurring  monthly  Service  charge will be deemed to originate on
              the first day of the month (e.g.,  recurring charges for the month
              of January  will be deemed to  originate  on January 1). By way of
              example, Talk.com will not be obligated to pay a recurring monthly
              Service  charge  for the month of  January  if that  charge is not
              invoiced  to Talk.com on or before that date that is 90 days after
              January 1.

        4.6   If at any time  Talk.com  pays  Access  One an  amount  that is in
              excess of Talk.com's  actual  obligations to Access One under this
              Agreement  with respect to  Services,  Access One shall credit the
              amount of the  overpayment  towards  Talk.com's  obligations  next
              coming due under this Agreement.

5.      AUDITS

        5.1   If Talk.com  disputes  the  accounts  receivable  or Access  One's
              invoices  under  this  Agreement,   desires  to  check  or  verify
              compliance  by  Access  One with the  terms  of  Section  6 of the
              Agreement,  or seeks to verify  costs  incurred  by Access  One in
              providing services and facilities  hereunder,  Talk.com shall have
              the right from time to time,  but no more than once in any 3 month
              period of the term of this Agreement or any renewal  thereof,  and
              for a period of 90 days  following  the  expiration of the term or
              any renewal  thereof,  to have access to and conduct an inspection
              of Access  One's  books,  documents,  and  records  as may,  under
              recognized  accounting  practices,  contain information bearing on
              the accounts receivable,  Access One's invoices or compliance with
              Section 6. Such audit shall be conducted:


              (A)    during normal  business hours after 5 days advance  written
                     notice if conducted by in-house Talk.com finance staff;

              (B)    during normal  business hours after 30 days advance written
                     notice if conducted by an independent accredited accounting
                     firm of Talk.com's choice; and

              (C)    at Talk.com's expense.

6.       MOST FAVORED PURCHASER

         During the term of this  Agreement and any subsequent  extensions,  the
         rates for Services  provided  under this  Agreement  must be no greater
         than the rates for substantially similar services made available to any
         third party by Access One, whether under tariff, pursuant to a contract
         or otherwise. If the rates under this Agreement are at any time greater
         than the rates  made  available  to a third  party as set forth  above,
         Access One shall  decrease the rates under this  Agreement as necessary
         to eliminate this  discrepancy.  Any rate adjustments  required by this
         Section 6 will be made  retroactive  to the date the lower  rates  were
         made available to the third party.  If it is determined that Access One
         has not fully  complied  with the terms of this  Section 6,  Access One
         shall refund to Talk.com of the  difference  between the dollar  amount
         that Talk.com paid for the affected  Service and the dollar amount that
         Talk.com  would have paid for the affected  Service had Access One been
         in full compliance.

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7.       DATA RETENTION

         All End User invoicing, data, customer invoices, exemption certificates
         and taxing  procedures,  regardless of format will be maintained  for a
         period of 7 years. All such information shall be treated as Proprietary
         Information  in  accordance  with the  provisions of Section 12 of this
         Agreement.

8.       TAXES

         8.1  FILING OF RETURNS

              (A)    Talk.com shall timely file, to the extent  required by law,
                     all  returns  for  federal,  state  and local  sales,  use,
                     excise,  gross  receipts  or other  taxes or tax like  fees
                     ("TAX" or "TAXES") imposed on or with respect to Talk.com's
                     services  and pay or remit all these Taxes to the  imposing
                     authority.

              (B)    Access  One shall  use,  for the tax  status of  Talk.com's
                     End-Users,  such  information  as may be supplied to Access
                     One by Talk.com  regarding tax  exemptions of End-Users who
                     use Talk.com's services.

              (C)    Access One is solely  responsible for maintaining  this tax
                     exempt information in an accurate and complete manner.

              (D)    Access One shall furnish  Talk.com all  information  (in an
                     electronic format) in Access One's possession necessary for
                     Talk.com to file accurate and timely tax returns.

         8.2  TAXES - CALCULATION AND BILLING

              Whenever providing  Billing services for Talk.com pursuant to this
              Agreement:

              (A)    Access One shall use the same tax practice  and  procedures
                     to apply Taxes,  including such taxes as sales taxes, local
                     school taxes,  excise taxes,  utility taxes,  and any other
                     identified in the normal course of business,  in accordance
                     with  Access  One's  standard   procedures  on  similar  or
                     comparable services, unless notified in writing by Talk.com
                     to do otherwise.  Access One shall implement any legislated
                     tax law or tax rate changes into its procedures as required
                     by applicable tax law for services billed by Access One.

              (B)    Access One shall not be entitled to retain or receive  from
                     Talk.com any  statutory  fee or share of Taxes to which the
                     person  collecting these Taxes is entitled under applicable
                     law.

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              (C)    Talk.com  shall give Access One 60 days prior notice of Tax
                     billing changes,  and Access One shall use its best efforts
                     to implement these changes within 60 days of notification.

              (D)    Access  One  shall  be  responsible  for  implementing  any
                     legislated  Tax  rate  changes  on  Taxes  currently  being
                     charged to End-Users on Talk.com's  behalf,  which are also
                     being billed for Access One's end users.

              (E)    Talk.com  shall have the right to review  Access  One's tax
                     procedures  and  supporting  documentation,  and Access One
                     shall supply Talk.com with this  documentation upon request
                     by Talk.com at a mutually agreeable location.  Talk.com can
                     request  Access  One to  change  its  tax  procedures  with
                     respect to applying and billing  Taxes and Access One shall
                     implement such change.

              (F)    Talk.com  shall hold Access One harmless from any liability
                     arising out of Access One's  implementation  of tax billing
                     changes while these changes are being  implemented,  except
                     to the extent arising out of Access One's negligent acts or
                     omissions or willful misconduct.

         8.3  UNIVERSAL SERVICE ASSESSMENT

              Whenever  Access  One  provides   Billing  Services  for  Talk.com
              pursuant to this Agreement,  Access One shall bill and collect all
              surcharges  imposed by  Talk.com  for the  recovery  of federal or
              state universal service recovery  programs or similar  assessments
              (collectively,  "USF"), in a manner, format and amount directed by
              Talk.com.

         8.4  TAXES/ADDITIONAL CHARGES

              (A)    Talk.com shall pay all sales,  use, excise or other similar
                     consumption  taxes,  if any,  that are by the  terms of the
                     relevant  statute  or  ordinance  imposed  upon the  entity
                     receiving the Services  provided under this  Agreement.  In
                     the event  Talk.com  believes  it is  exempt  from any tax,
                     Talk.com   will  provide   Access  One  with  an  exemption
                     certificate evidencing the claimed exemption,  which Access
                     One shall honor.  In no case will  Talk.com be  responsible
                     for any income taxes levied upon Access  One's  income,  or
                     any real or personal property taxes assessed against Access
                     One or its  property,  including any gross  receipts  taxes
                     assessed  in lieu  of  income  or  property  taxes,  or any
                     municipal franchise taxes.  Notwithstanding anything to the
                     contrary  in this  Section  8.4,  Talk.com  may protest and
                     contest by appropriate proceedings any Tax for which it may
                     be liable under this Agreement.

              (B)    Talk.com  shall  not be  obligated  to pay  any  additional
                     charges other than those  contemplated  by this  Agreement;
                     except that  Talk.com may pay  additional  one time charges
                     where  such  charges  are   negotiated  and  agreed  to  by
                     Talk.com.

                                       12

<PAGE>


         8.5  TAX REPORTING.

              Access  One shall   provide   such  reports  to  Talk.com  as  are
              reasonably  required  by  Talk.com to report  and  pay  applicable
              taxes  and  USF.  Such  reports  shall  be issued at intervals and
              in formats reasonably directed by Talk.com.

9.       TERMINATION

         9.1  If  the  FCC,  a  State   Commission   or  a  court  of  competent
              jurisdiction issues a rule, regulation,  law or order that has the
              effect of canceling, changing, or superseding any material term or
              provision   of   this   Agreement    (collectively,    "REGULATORY
              REQUIREMENT"), then this Agreement will be deemed modified in such
              a way as the Parties  mutually agree is consistent  with the form,
              intent and purpose of this  Agreement  and is  necessary to comply
              with such Regulatory  Requirement.  Should the Parties not be able
              to agree on  modifications  necessary  to comply with a Regulatory
              Requirement  within 30 days after the  Regulatory  Requirement  is
              effective,  then upon  written  notice  either  Party may,  to the
              extent  practicable,  terminate  that  portion  of this  Agreement
              impacted by the Regulatory Requirement.

         9.2  Either Party may terminate  this  Agreement upon the other Party's
              insolvency, dissolution or cessation of business operations.

         9.3  In the event of a breach of any material term or condition of this
              Agreement by a Party, the other Party may terminate this Agreement
              upon 30 days written notice,  unless the breaching Party cures the
              breach  during  the  30  day  period.  A  breach  that  cannot  be
              reasonably  cured  within a 30 day  period may be  addressed  by a
              written waiver of this paragraph signed by the Parties.

         9.4  Notwithstanding  any other provision of this  Agreement,  Talk.com
              may  terminate  this  Agreement  at any time by  providing 30 days
              advance written notice of termination to Access One.

         9.5  In the  event  that the  merger  transaction  contemplated  in the
              Merger  Agreement  is not  consummated  within  1 year  after  the
              Effective  Date of this  Agreement,  and such failure to close the
              merger  transaction is not  attributable to any action or inaction
              of Access One or its  Affiliates,  then  Access One may  terminate
              this  Agreement by providing  120 days advance  written  notice of
              termination to Talk.com.

         9.6  Notwithstanding  anything  contained  in  this  Agreement  to  the
              contrary, if either Party terminates this Agreement, then Talk.com
              will  have a  reasonable  time  period  to  continue  to  use  the
              Services,    while   Talk.com   procures   and   transitions   its
              telecommunications traffic to another service provider. Each Party
              acknowledges  that a  reasonable  time period is at least 120 days
              and no more than 180 days from the date of termination. Access One
              acknowledges  that its  failure to comply with the  provisions  of
              this Section will cause  irreparable  harm to Talk.com that cannot
              be  adequately   compensated  for  in  damages,   and  accordingly
              acknowledges  that Talk.com  will be entitled,  in addition to any
              other  remedies  available to it, to  interlocutory  and permanent
              injunctive   relief  to  restrain  any  anticipated,   present  or
              continuing breach of this Section.

                                       13

<PAGE>

10.      WARRANTIES AND LIMITATION OF LIABILITY

         IN NO EVENT SHALL  EITHER  PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD
         PARTIES  FOR  ANY  INDIRECT,  SPECIAL,  INCIDENTAL,   CONSEQUENTIAL  OR
         EXEMPLARY  DAMAGES  RELATING  TO  OR  ARISING  FROM  THE  PROVISION  OF
         SERVICES,  OR OTHERWISE  RELATING TO THE PERFORMANCE BY EITHER PARTY OF
         ITS OBLIGATIONS UNDER THIS AGREEMENT,  INCLUDING,  WITHOUT  LIMITATION,
         DAMAGES BASED ON LOSS OF REVENUES,  PROFITS OR BUSINESS  OPPORTUNITIES,
         WHETHER  OR NOT  ACCESS  ONE OR  TALK.COM  HAD OR  SHOULD  HAVE HAD ANY
         KNOWLEDGE,  ACTUAL  OR  CONSTRUCTIVE,   THAT  THESE  DAMAGES  MIGHT  BE
         INCURRED;  EXCEPT  THAT THE  FOREGOING  IS NOT  INTENDED  TO LIMIT  ANY
         REMEDIES EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

11.      INDEMNIFICATION

         11.1 Each Party (the  "INDEMNIFYING  PARTY")  shall  indemnify and hold
              harmless  the other Party,  its  officers,  directors,  employees,
              shareholders and agents (each an "INDEMNIFIED PERSON") against any
              losses,  lawsuits,   claims,  damages,   liabilities,   penalties,
              actions,   proceedings   or   judgments   (each  a  "LOSS,"   and,
              collectively,  "LOSSES") to which an Indemnified Person may become
              subject,  related to or arising out of gross negligence or willful
              misconduct by the Indemnifying Party in its performance under this
              Agreement,  or arising out of the negligence or willful misconduct
              in its performance under Section 1.13 of Exhibit A.

         11.2 Upon obtaining  knowledge of a Loss, an  Indemnified  Person shall
              promptly give the  Indemnifying  Party written  notice of any Loss
              that an Indemnified  Person has determined has given or could give
              rise to a claim  for  indemnification  under  this  Section  11 (a
              "NOTICE OF CLAIM").  A Notice of Claim must specify in  reasonable
              detail the nature  and all known  particulars  related to the Loss
              for which  indemnification  is sought  under this  Section 11, but
              failure  to  give  a  Notice  of  Claim   shall  not  release  the
              Indemnifying Party from indemnifying an Indemnified Person, unless
              the Indemnifying Party is actually prejudiced thereby.

         11.3 The  Indemnifying  Party shall assume the defense of any Loss that
              is a claim by a third  party  against an  Indemnified  Person.  An
              Indemnified  Person  has the  right,  but not the  obligation,  to
              participate,  at its own cost and expense, in the defense or other
              opposition of any Loss through  legal  counsel  selected by it and
              has the  right,  but not the  obligation,  to  assert  any and all
              cross-claims  or  counterclaims  that it may have. An  Indemnified
              Person shall, at the Indemnifying Party's expense:

              (A)    at all times  cooperate in all reasonable  ways with,  make
                     its relevant files and records available for inspection and
                     copying by, make its employees  reasonably available to and
                     otherwise render reasonable  assistance to the Indemnifying
                     Party upon request; and

                                       14

<PAGE>


               (B)   not compromise or settle any Loss without the prior written
                     consent of the Indemnifying Party.

         11.4  If the  Indemnifying  Party  proposes to settle or compromise any
               Loss,  the  Indemnifying  Party shall give written notice to that
               effect  (together  with a statement in  reasonable  detail of the
               terms and conditions of the proposed settlement or compromise) to
               the  Indemnified   Person  within  a  reasonable  time  prior  to
               effecting the settlement or compromise.  Notwithstanding anything
               contained in this Section to the contrary,  an Indemnified Person
               may object to the settlement or compromise of any Loss whereupon:

               (A)    the  Indemnified  Person shall assume the defense or other
                      opposition of this Loss; and

               (B)    the  Indemnifying  Party will be released from any and all
                      liability  with  respect to this Loss to the  extent  that
                      this liability exceeds the liability that the Indemnifying
                      Party  would  have had in respect  of this  settlement  or
                      compromise.

         11.5  To the extent that  any terms of this Section 11 are inconsistent
               with any terms of Section 8, any inconsistent terms of  Section 8
               prevail.

12.      CONFIDENTIALITY

         12.1  Each  Party  agrees  that  the  following   information   is  the
               confidential   and  proprietary   information  or  trade  secrets
               (collectively, "PROPRIETARY INFORMATION") of the disclosing party
               and will remain the sole and exclusive property of the disclosing
               party:

               (A)    all  information  furnished  by the  other  Party  that is
                      labeled "confidential;"

               (B)    all  information  with  respect to which the  recipient is
                      notified  in  writing  that  the   information   is  being
                      transmitted on a confidential basis;

               (C)    the provisions of this Agreement;

               (D)    any  information  whatsoever with respect to the End-Users
                      and Services;

               (E)    the  course of  dealing  between  the  Parties  under this
                      Agreement; and

               (F)    End  User   billing  data  and  account   information   as
                      referenced in Section 7 hereof.

         12.2  Proprietary  Information  shall  not include information that the
               receiving party can demonstrate:

               (A)    is,  as of the  time  of  its  disclosure,  or  thereafter
                      becomes part of the public  domain  through a source other
                      than the receiving party;

               (B)    was  known  to the  receiving  party as of the time of its
                      disclosure;

                                       15

<PAGE>

               (C)    is independently  developed by the receiving party without
                      access to the  Proprietary  Information  of the disclosing
                      party; or

               (D)    is  subsequently  learned  from a third  party not under a
                      confidentiality obligation to the providing party.

         12.3  Except as provided for in this Agreement, each Party shall:

               (A)    not make any disclosure of the Proprietary  Information to
                      anyone other than its employees and agents who have a need
                      to know in connection with the performance of the Parties'
                      obligations under this Agreement;

               (B)    take measures to protect the  confidentiality of the other
                      Party's  Proprietary  Information  that, in the aggregate,
                      are no less  protective  than  those  measures  it uses to
                      protect  the   confidentiality   of  its  own  proprietary
                      information;

               (C)    advise those to whom disclosure of Proprietary Information
                      is  made of the  confidential  nature  of the  Proprietary
                      Information  and of the  prohibitions  contained  in  this
                      Section 12;

               (D)    not  duplicate  the  Proprietary  Information,  except  as
                      reasonably  necessary  to perform  their duties under this
                      Agreement; and

               (E)    not remove or destroy any proprietary or copyright  notice
                      appearing on the Proprietary Information. Each Party shall
                      notify its employees  and agents of their  confidentiality
                      obligations  with respect to the  Proprietary  Information
                      and shall  require  its  employees  and agents to agree to
                      comply with these obligations.

         12.4  If the  receiving  party is requested  or legally  compelled by a
               governmental   agency  to   disclose   any  of  the   Proprietary
               Information of the disclosing  party,  the receiving party agrees
               that it will  provide the  disclosing  party with prompt  written
               notice of these  requests  so that the  disclosing  party has the
               opportunity to pursue its legal and equitable  remedies regarding
               potential disclosure.

         12.5  Each Party  acknowledges  that its breach or threatened breach of
               this Section may cause the disclosing party irreparable harm that
               would  not  be  adequately   compensated  by  monetary   damages.
               Accordingly, in the event of any breach or threatened breach, the
               receiving party agrees that equitable relief, including temporary
               or permanent  injunctions,  is an available remedy in addition to
               any legal remedies to which the disclosing party may be entitled.

         12.6  Notwithstanding  anything  contained  in this  Section  12 to the
               contrary,  either Party may make  disclosure  to  purchasers  and
               prospective  purchasers of their respective companies,  auditors,
               attorneys,  financial advisors,  lenders and prospective lenders,
               investors and prospective  investors,  provided that in each case
               the   recipient   agrees   in   writing   to  be   bound  by  the
               confidentiality   provisions  set  forth  in  this  Section.   In
               addition, either Party may make disclosure as required by a court
               order or as otherwise required by law, securities exchange or SEC
               rules or regulations,  or in any legal or arbitration  proceeding
               relating to this Agreement.

                                       16

<PAGE>

         12.7  Neither  Party  shall  publish  or use  any  advertising,  sales,
               promotions  or  other  publicity  materials  that  use the  other
               Party's name, logo, trademarks or service marks without the prior
               written  approval of the other  Party.  Each Party  agrees not to
               issue any  publicity  materials,  press  releases or other public
               statements  that  refer to,  or  describe  any  aspect  of,  this
               Agreement or the Services  provided  pursuant to this  Agreement,
               without the prior written approval of the other Party.

         12.8  The Parties shall strictly adhere to all  requirements of the Act
               and FCC regulations  governing the use and protection of Customer
               Proprietary  Network  Information  ("CPNI") in the  provision  of
               Service(s) under this Agreement.

13.      NOTICES

         All notices,  including but not limited to, demands, requests and other
         communications   required  or  permitted   under  this  Agreement  (not
         including  Invoices) shall be in writing and shall be deemed given: (i)
         when delivered in person, (ii) 24 hours after deposit with an overnight
         delivery service for next day delivery,  (ii) the same day when sent by
         facsimile  transmission during normal business hours, receipt confirmed
         by sender's  equipment,  or (iii) three  business days after deposit in
         the United States mail, postage prepaid,  registered or certified mail,
         return receipt  requested,  and addressed to the recipient Party at the
         address set forth below:

                  For Access One:           Kevin Griffo
                                            President
                                            Access One Communications Corp.
                                            6849 West Colonial Drive
                                            Orlando, Florida  32818
                                            Telephone: 407/313-1300
                                            Facsimile: 407/313-1313

                                       17

<PAGE>


                  For Talk.com              Al Lawn
                                            Vice President and General Counsel
                                            Talk.com
                                            6805 Route 202
                                            New Hope, Pennsylvania  18938
                                            Telephone: 215/862-1092
                                            Facsimile: 215/862-1085

14.      COMPLIANCE WITH LAW

         During the term of this  Agreement,  the Parties  shall comply with all
         local,  state  and  federal  laws and  regulations  applicable  to this
         Agreement and to their respective businesses. Further, each Party shall
         obtain,  file  and  maintain  any  tariffs,  permits,   certifications,
         authorizations, licenses or similar documentation as may be required by
         the FCC, a State  Commission or any other  governmental  body or agency
         having  jurisdiction  over its  business  ("AUTHORIZATIONS").  Upon the
         request of a Party,  which request shall not be more frequent than once
         every 6 months (unless based on a request or an order of a governmental
         body or agency having  jurisdiction over either Party), the other Party
         will provide copies of the requested Authorizations.

15.      EFFECT OF TARIFFS

         Talk.com and Access One are both Telecommunications Carriers and intend
         that this  Agreement  be deemed an  intercarrier  agreement  as between
         them.  Furthermore,  to the  extent  this  Agreement  is subject to FCC
         regulations,  Talk.com  and Access  One agree  that as an  intercarrier
         agreement this Agreement is not subject to the filing  requirements  of
         Section  211(a) of the  Communications  Act of 1934 (47 U.S.C.  Section
         211(a)) as  implemented in 47 C.F.R.  Section  43.51.  The provision of
         Services to Talk.com shall be governed  exclusively by this  Agreement,
         and  shall  not be  affected  by any  local,  state or  federal  tariff
         existing  as of the date of this  Agreement  or  subsequently  filed by
         Access One or any  Affiliate  of Access  One.  Access One agrees not to
         file any federal or state tariff covering  Services provided under this
         Agreement,  unless Talk.com gives its express, written prior consent to
         such filing.

16.      SOFTWARE DEVELOPMENT

         The Parties  mutually  agree that  Talk.com  may  identify  and require
         improvements  and  enhancements  to software  and systems of Access One
         necessary or useful to provide the Services.  In such event, Access One
         shall  engage  in the  development  work  specified  by  Talk.com,  and
         Talk.com shall reimburse the direct  incumbent  out-of-pocket  costs of
         such development efforts.  Access One shall own only resulting software
         improvements.

17.      FORCE MAJEURE

         Neither Party shall be liable under this Agreement for delays, failures
         to perform,  damages or any consequence  thereof,  caused by, or due to
         fire,  earthquake,  flood,  water,  the  elements,   explosions,  civil
         disturbances, governmental actions, shortages of equipment or supplies,
         unavailability   of  transportation  or  any  other  cause  beyond  its
         reasonable control.

<PAGE>


18.      WAIVERS

         No waiver of any term or  condition of this  Agreement  is  enforceable
         unless it is in  writing  and  signed by the Party  against  whom it is
         sought to be charged. No failure or delay by either Party in exercising
         any right,  power or remedy  will  operate  as a waiver of this  right,
         power or remedy,  unless  otherwise  provided  in this  Agreement.  The
         waiver  by  either  Party  of  any  of  the  covenants,  conditions  or
         agreements to be performed by the other or any breach thereof shall not
         operate or be  construed as a waiver of any  subsequent  breach of this
         covenant, condition or agreement.

19.      ASSIGNMENT

         Neither Party may sell, assign or transfer any of its rights, duties or
         obligations  under this Agreement  without the prior written consent of
         the other Party and any assignment not in compliance  with this Section
         19 is void.  Notwithstanding  the  foregoing,  either  Party  may sell,
         assign or transfer any of its rights,  duties or obligations under this
         Agreement to an Affiliate (whether by assignment,  merger,  transfer of
         assets, sale of stock, operation of law or otherwise) without the prior
         written  consent of the other  Party;  except that the  assignor  shall
         remain fully liable for all of the terms, conditions, duties, covenants
         and  other  obligations  under  this  Agreement.  A Party,  in its sole
         discretion,  may enforce the terms,  conditions,  duties, covenants and
         other obligations under this Agreement against the assignor or assignee
         upon the  material  breach of this  Agreement by either the assignor or
         assignee.

20.      INDEPENDENT CONTRACTORS

         20.1  Each Party shall perform its obligations  under this Agreement as
               an  independent  contractor  and not as the  agent,  employee  or
               servant of the other Party.

         20.2  Neither Party nor any person  furnished by a Party will be deemed
               employees,  agents or  servants of the other Party or entitled to
               any  benefits  available  under the  plans for the other  Party's
               employees.

         20.3  Each  Party has and hereby  retains  the right to  exercise  full
               control  of and  supervision  over  its  own  performance  of the
               obligations  under this  Agreement  and retains full control over
               the  employment,  direction,  compensation  and  discharge of all
               employees assisting in the performance of these obligations. Each
               Party is solely  responsible for all matters  relating to payment
               of its  employees,  including  compliance  with  social  security
               taxes,  withholding  taxes  and all other  regulations  governing
               these  matters.  Each Party is  responsible  for its own acts and
               those   of  its   own   subordinates,   employees,   agents   and
               subcontractors during the performance of that Party's obligations
               under this Agreement.

                                       19

<PAGE>

         20.4  Neither Party may knowingly  employ any person during the term of
               this Agreement to perform  services under this Agreement who is a
               full or part-time employee of the other Party.

21.      INTEGRATION

         This  Agreement  and all  Exhibits,  schedules  and  other  attachments
         incorporated in this Agreement,  represent the entire agreement between
         the Parties with respect to the subject  matter of this  Agreement  and
         supersede  and merge all prior  agreements,  promises,  understandings,
         statements, representations, warranties, indemnities and inducements to
         the  making of this  Agreement  relied  upon by either  Party,  whether
         written or oral.

22.      GOVERNING LAW; ARBITRATION

         This Agreement is governed by the laws of the  Commonwealth of Virginia
         without regard to any choice of law principles that could result in the
         application of the laws of any other jurisdiction.  Any dispute arising
         out of or  related  to this  Agreement  which  cannot  be  resolved  by
         negotiation shall be settled by binding  arbitration in accordance with
         the American Arbitration  Association  Arbitration Rules and Procedures
         ("AAA"),  as  amended  by this  Agreement.  The  costs of  arbitration,
         including  the fees and  expenses  of the  arbitrator,  shall be shared
         equally by the Parties unless the arbitration award provides otherwise.
         Each Party shall bear the cost of preparing  and  presenting  its case.
         The Parties agree that this provision and the arbitrator's authority to
         grant relief shall be subject to the United States  Arbitration  Act, 9
         U.S.C. 1-16 et seq. ("USAA"), the provisions of this Agreement, and the
         ABA-AAA Code of Ethics for  Arbitrators  in  Commercial  Disputes.  The
         Parties agree that the  arbitrator  shall have no power or authority to
         make awards or issue orders of any kind except as  expressly  permitted
         by this  Agreement,  and in no  event  shall  the  arbitrator  have the
         authority  to make any award that  provides  for  punitive or exemplary
         damages.  The  arbitrator's  decision shall follow the plain meaning of
         relevant  documents,  and shall be final and binding.  The award may be
         confirmed  and  enforced in any court of  competent  jurisdiction.  All
         post-award  proceedings shall be governed by the USAA.  Notwithstanding
         the foregoing,  the Parties hereby  mutually agree that a disruption or
         cessation  of  services  provided by Access One  hereunder  could cause
         damages to Talk.com that cannot be adequately  remedied or  compensated
         through an award of  monetary  damages at law.  Therefore,  the Parties
         mutually  agree and consent that Talk.com may file an action seeking an
         award of  temporary  injunctive  relief  during the pendency of any AAA
         proceeding.  Any such action  brought by Talk.com  under this Agreement
         shall be venued in the state or federal courts of Virginia. The Parties
         each  consent to the  jurisdiction  and venue of these courts and waive
         any right to object to this jurisdiction and venue.

23.      CONSTRUCTION

         This Agreement is the joint work product of both Parties.  Accordingly,
         in the event of ambiguity, no presumption may be imposed against either
         Party by reason of document preparation.

                                       20

<PAGE>

24.      HEADINGS

         The headings and numbering of sections and paragraphs in this Agreement
         are for convenience  only and shall not be construed to define or limit
         any  of  the  terms  in  this   Agreement  or  affect  the  meaning  or
         interpretation of this Agreement.

25.      THIRD PARTIES

         The provisions of this Agreement and the rights and obligations created
         under this  Agreement  are  intended for the sole benefit of Access One
         and Talk.com, and do not create any right, claim or benefit on the part
         of any person not a Party to this Agreement, including End Users.

26.      TRADE NAMES AND TRADEMARKS

         All trade names,  trademarks  and service  marks owned or employed by a
         Party or any Subsidiary or Affiliate of that Party, used or employed in
         the Party's  business  operation,  shall remain the sole and  exclusive
         property  of that  Party,  or such  Affiliate,  and such  trade  names,
         trademarks  and  service  marks  shall not be used by the  other  Party
         without the prior written consent of the Party or such Affiliate.  Each
         Party shall immediately  discontinue any use of the other Party's marks
         and names upon termination hereof.

27.      UNENFORCEABILITY OF PROVISIONS

         The illegality or  unenforceability  of any provision of this Agreement
         does not affect the legality or  enforceability  of any other provision
         or portion.  If any  provision  or portion of this  Agreement is deemed
         illegal or  unenforceable  for any  reason,  there will be deemed to be
         made such minimum change in the provision or portion as is necessary to
         make it valid and enforceable as so modified.

28.      CUMULATIVE RIGHTS AND REMEDIES

         Except as may otherwise be provided in this Agreement, the assertion by
         a  Party  of any  right  or the  obtaining  of any  remedy  under  this
         Agreement shall not preclude this Party from asserting or obtaining any
         other right or remedy, at law or in equity, under this Agreement.

29.      AMENDMENTS

         Except as may otherwise be provided in this  Agreement,  any amendments
         or  modifications  to this Agreement must be in writing and executed by
         Access One and Talk.com.

30.      SURVIVAL OF PROVISIONS

         Sections  4, 5, 6, 7, 8, 9, 10,  11,  12, 15, 16, 22, 29 and 31 survive
         the expiration or termination of this Agreement.

31.      COUNTERPARTS

         This Agreement may be executed in several  counterparts,  each of which
         constitute an original,  but all of which  constitute  one and the same
         instrument.

                                       21

<PAGE>

         IN WITNESS  WHEREOF,  THE  Parties  have caused  this  Agreement  to be
executed  by their duly  authorized  officers as of the day and year first above
written.

AGREED:

ACCESS ONE COMMUNICATIONS CORP.        TALK.COM HOLDING CORP., INC.


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

Name: Ken Baritz                        Name: Aloysius T. Lawn IV
      -------------------------               ----------------------------------

Title: CEO                              Title: EVP-General Counsel and Secretary
       ------------------------                ---------------------------------

Date:3-24-00                            Date:03/24/00
     --------------------------              -----------------------------------


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