EXHIBIT 10.6

                                 TALK.COM, INC.

                                  March 8, 2000




PERSONAL AND CONFIDENTIAL

Ken Baritz
Access One Communications Corp.
12001 Science Drive
Suite 130
Orlando, FL  32826

Re:      Confidentiality Agreement

Dear Ken:

      In  connection  with  the  assessment  of  a  possible   transaction  (the
"Transaction")  involving  Talk.com,  Inc. (the  "Company"),  you have requested
certain  information  regarding  the business  and affairs of the  Company.  The
Company is willing to provide  the  information  to you only if you agree to use
the information solely to assess the Transaction and to maintain the information
in confidence.  Therefore,  in consideration of the Company  furnishing you with
such  information  and for other good and  valuable  consideration,  receipt and
sufficiency of which is acknowledged, the parties agree as follows:

      1. As used in this  Agreement,  "Confidential  Information"  means all the
information  regarding the business and affairs of the Company,  provided by the
Company or its  representatives,  for the  purpose of making the  aforementioned
assessment.  Confidential  Information  shall exclude any information  which (i)
becomes  available  to you from a source,  other than the  Company,  that is not
under a confidentiality  obligation to the Company,  (ii) was known to you prior
to its disclosure to you by the Company  through no breach of a  confidentiality
obligation  to the Company,  (iii) is required to be disclosed by the Company or
you to governmental  agencies by law, or (iv) is required to be disclosed by the
Company  or  you  under   operation   of  law.   As  used  in  this   Agreement,
"representative" shall mean any and all directors,  officers,  employees, agents
or  representatives,   including  without  limitation,  attorneys,  accountants,
consultants, potential lenders and financial advisors.

      2. You shall keep the Confidential Information confidential and shall not,
without the prior written consent of the Company,  disclose or permit disclosure
of any Confidential  Information in any manner whatsoever,  in whole or in part.
You shall not use Confidential Information for any purpose other than evaluating
the Transaction.

<PAGE>

      3. You hereby agree not to disclose your  assessment of, or interest in, a
Transaction to any person or firm other than those who have a legitimate need to
know about the  Transaction and to corporate  counsel and to financial  advisors
retained by you to assist you in connection  with the  Transaction,  and you and
your  representatives  will use your best efforts to safeguard  and protect such
information from disclosure by any other person or entity.

      4. In connection with your  consideration  of a Transaction  involving the
Company and your access to, review and/or use of the  Confidential  Information,
it is further agreed that you will not solicit for employment any employee of or
to the Company for a period of one year from the date hereof,  which employee or
consultant  served in that  capacity as of the date hereof or became  engaged in
such capacity at any time during the term of this Agreement.

      5.  The  parties  agree  that  any  disclosure  or  use  of   Confidential
Information in violation of this Agreement would result in irreparable damage to
the Company for which no adequate  remedy would be available at law.  Therefore,
the parties agree that such  disclosure or use of  Confidential  Information  in
violation of this  Agreement  shall be entitled to equitable  relief,  including
injunctive  relief and specific  performance,  in the event of any breach of the
provisions of this Agreement.

      6. You  represent  and warrant that (i) you are not a party to any written
or oral  agreement  or  commitment  with  respect  to the sale,  merger or other
disposition  of the  Company  or its  assets  to a  third  party  and  (ii)  the
execution,  delivery  and  performance  of  this  Agreement  will  not  violate,
interfere  with or  conflict  with any  instrument,  agreement,  undertaking  or
understanding  (oral  or  written)  to which  you are a party  or any  judgment,
decree, statute, rule or regulation binding upon you.

      7. The  obligations,  covenants and duties imposed by this Agreement shall
remain in full force and effect for the period of time in which you have in your
possession or under your control any  Confidential  Information and for a period
of one year  thereafter,  but  shall  terminate  immediately  in the  event  the
Transaction is completed.

      8. This Agreement  shall be governed and construed in accordance  with the
laws of the State of Florida  applicable to agreements  made and to be performed
within such State.  This  Agreement  may not be modified or changed  except in a
writing executed by the parties.

                                            Sincerely,

                                            Talk.com, Inc.


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

<PAGE>

AGREED TO AND ACCEPTED as of the
24 day of March , 2000.
--        -----

Access One Communications Corp.

By:    /s/ Kenneth  Baritz
       -----------------------------
Name:  Kenneth  Baritz
       -----------------------------
Title: CEO
       -----------------------------