EXHIBIT 10.2

                                                    General Terms and Conditions
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                                    AGREEMENT

     THIS  AGREEMENT  is made by and between BellSouth Telecommunications, Inc.,
("BellSouth"),  a  Georgia  corporation, and The Other Phone Company, Inc. d/b/a
Access  One Communications, a Florida corporation, The Other Phone Company, Inc.
d/b/a Talk America Inc., (NOT in Florida) a Florida corporation and Talk America
Inc.,  a  Pennsylvania corporation (collectively referred to as "Talk America"),
and  shall  be  deemed effective 30 days after the date of the last signature of
both Parties ("Effective Date"). This Agreement may refer to either BellSouth or
Talk  America  or  both  as  a  "Party"  or  "Parties".

                               W I T N E S S E T H

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

     WHEREAS,  Talk  America  is a CLEC authorized to provide telecommunications
services  in  one  or  more  of the following states: Alabama, Florida, Georgia,
Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee;
and

     WHEREAS,  Talk  America  wishes  to  resell  BellSouth's telecommunications
services  and purchase network elements and other services, and the Parties wish
to  interconnect  their facilities and exchange traffic pursuant to Sections 251
and  252  of  the  Act.

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

     DEFINITIONS

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

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

     COMPETITIVE  LOCAL  EXCHANGE  CARRIER  (CLEC)  means  a  telephone  company
     certificated  by  the  Commission  to provide local exchange service within
     BellSouth's  franchised  area.

     END  USER  means  the  ultimate  user  of  the  Telecommunications Service.

     FCC  means  the  Federal  Communication  Commission.

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                                                    General Terms and Conditions
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     GENERAL  TERMS  AND  CONDITIONS  means  this  document including all of the
     terms,  provisions  and  conditions  set  forth  herein.

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

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

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

1.   CLEC  CERTIFICATION

1.1  Talk America has provided to BellSouth in writing the certificate number or
     docket number, for the docket pending certification, for all states covered
     by  this  Agreement  except  Kentucky.

1.2  BellSouth  will  file  this  Agreement  with the appropriate commission for
     approval.

2.   TERM  OF  THE  AGREEMENT

2.1  The term of this Agreement shall be three years, beginning on the Effective
     Date and shall apply to the BellSouth territory in the state(s) of Alabama,
     Florida,  Georgia,  Kentucky, Louisiana, Mississippi, North Carolina, South
     Carolina  and  Tennessee.

2.2  The  Parties  agree that by no later than one hundred and eighty (180) days
     prior to the expiration of this Agreement, they shall commence negotiations
     for  a  new  agreement  to be effective beginning on the expiration date of
     this  Agreement  ("Subsequent  Agreement"). If as of the expiration of this
     Agreement,  a  Subsequent  Agreement  has not been executed by the Parties,
     then  except  as  set  forth  in  Section 2.3.2 below, this Agreement shall
     continue  on  a  month-to-month basis while a Subsequent Agreement is being
     negotiated.  The  Parties'  rights  and  obligations  with  respect to this
     Agreement  after  expiration  shall  be  as set forth in Section 2.3 below.

2.3  If,  within  one  hundred  and  thirty-five  (135)  days  of commencing the
     negotiation  referred  to  in  Section 2.2 above, the Parties are unable to
     negotiate  new  terms,  conditions  and  prices for a Subsequent Agreement,
     either  Party  may  petition the Commission to establish appropriate terms,
     conditions  and  prices  for the Subsequent Agreement pursuant to 47 U.S.C.
     252.  In  the  event  the  Commission does not issue its order prior to the
     expiration  date  of  this  Agreement,  or  if  the

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     Parties  continue beyond the expiration date of this Agreement to negotiate
     the  Subsequent  Agreement  without  Commission  intervention,  the  terms,
     conditions  and  prices ultimately ordered by the Commission, or negotiated
     by  the  Parties,  shall be retroactive to the day following the expiration
     date  of  this  Agreement.

2.3.1 Except as set forth in Section 2.3.2 below, notwithstanding the foregoing,
     in  the  event  that  as  of  the  date of expiration of this Agreement and
     conversion of this Agreement to a month-to-month term, the Parties have not
     entered  into a Subsequent Agreement and no arbitration proceeding has been
     filed  in  accordance  with  Section  2.3  above,  or  the Parties have not
     mutually  agreed  (where  permissible) to extend the arbitration window for
     petitioning the applicable Commission(s) for resolution of those terms upon
     which  the  Parties  have  not agreed, then either Party may terminate this
     Agreement upon sixty (60) days notice to the other Party. In the event that
     BellSouth  terminates  this  Agreement  as  provided above, BellSouth shall
     continue  to  offer  services  to  Talk  America  pursuant  to  the  terms,
     conditions  and  rates  set  forth  in  BellSouth's  then  current standard
     interconnection  agreement.  In  the  event  that  BellSouth's  standard
     interconnection  agreement  becomes  effective  as between the Parties, the
     Parties  may continue to negotiate a Subsequent Agreement, and the terms of
     such  Subsequent  Agreement  shall  be retroactive to the day following the
     expiration  date  of  this  Agreement.

2.3.2  Notwithstanding  Section  2.3  above, in the event that as of the date of
     expiration of this Agreement the Parties have not entered into a Subsequent
     Agreement  and  (1)  no arbitration proceeding has been filed in accordance
     with  Section  2.2 above, and (2) Talk America either is not certified as a
     CLEC  in  any  particular  state to which this Agreement applies or has not
     ordered  any  services  under  this Agreement as of the date of expiration,
     then  this Agreement shall not continue on a month to month basis but shall
     be  deemed  terminated  as  of  the  expiration  date  hereof.

3.   OPERATIONAL  SUPPORT  SYSTEMS

3.1  Talk America shall pay charges for Operational Support Systems (OSS) as set
     forth  in  this Agreement in Attachment 1 and/or in Attachments 2, 3 and 5,
     as  applicable.

4.   PARITY

4.1  When  Talk  America  purchases, pursuant to Attachment 1 of this Agreement,
     telecommunications  services  from  BellSouth for the purposes of resale to
     End  Users,  BellSouth shall provide said services so that the services are
     equal  in  quality, subject to the same conditions, and provided within the
     same provisioning time intervals that BellSouth provides to its affiliates,
     subsidiaries  and  End  Users. The quality of a Network Element, as well as
     the  quality of the access to such Network Element provided by BellSouth to
     Talk  America  shall  be  at least equal in quality to that which BellSouth
     provides to itself, its affiliates or any other telecommunications carrier.
     The  provisioning  intervals  for  Network  Elements  shall

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     be  at least equal to, but no longer than, those that BellSouth provides to
     itself.  BellSouth shall make available Network Elements to Talk America on
     the  same  terms  and  conditions  as BellSouth provides to its affiliates,
     subsidiaries,  End  Users  and  any  other  carriers.  The  quality  of the
     interconnection  between  the networks of BellSouth and the network of Talk
     America  shall be at a level that is equal to that which BellSouth provides
     itself, a subsidiary, an Affiliate, or any other party. The interconnection
     facilities  shall  be  designed  to  meet  the  same technical criteria and
     service standards that are used within BellSouth's network and shall extend
     to a consideration of service quality as perceived by BellSouth's end users
     and  service  quality  as  perceived  by  Talk  America.

5.   WHITE  PAGES  LISTINGS

5.1  BellSouth  shall  provide  Talk America and their customers access to white
     pages  directory  listings  in  the  same  manner  BellSouth  provides such
     listings  to  its  own  end users, and consistent with the following terms:

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

5.2.1  Rates. So long as Talk America provides subscriber listing information to
     BellSouth  in accordance with Section 5.3 below, BellSouth shall provide to
     Talk  America  one  (1)  primary  White  Pages  listing  per  Talk  America
     subscriber  at no charge other than applicable service order charges as set
     forth  in  Section A4 of the BellSouth General Subscriber Services Tariffs.
     These  service order charges are applicable for resale services only. These
     service  order  charges  are  in  addition  to  the  OSS  charges which are
     applicable  for  all  services.

5.3  Procedures  for Submitting Talk America Subscriber Information are found in
     The  BellSouth  Business  Rules  for  Local  Ordering.

5.3.1  Notwithstanding  any  provision(s)  to  the  contrary, Talk America shall
     provide to BellSouth, and BellSouth shall accept, Talk America's Subscriber
     Listing  Information  (SLI)  relating  to  Talk  America's customers in the
     geographic  area(s) covered by this Interconnection Agreement. Talk America
     authorizes  BellSouth  to  release  all  such  Talk America SLI provided to
     BellSouth  by  Talk  America to qualifying third parties via either license
     agreement  or  BellSouth's  Directory  Publishers  Database Service (DPDS),
     General  Subscriber  Services  Tariff,  Section  A38.2,  as the same may be
     amended from time to time. Such Talk America SLI shall be intermingled with
     BellSouth's  own  customer listings and listings of any other CLEC that has
     authorized  a  similar  release of SLI. Where necessary, BellSouth will use
     good  faith  efforts  to  obtain state commission approval of any necessary
     modifications  to  Section  A38.2  of  its tariff to provide for release of
     third  party directory listings, including modifications regarding listings
     to  be  released

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     pursuant  to  such tariff and BellSouth's liability thereunder. BellSouth's
     obligation pursuant to this Section shall not arise in any particular state
     until  the  commission  of  such  state  has approved modifications to such
     tariff.

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

5.3.3  Neither  BellSouth  nor  any  agent  shall  be  liable for the content or
     accuracy  of  any  SLI  provided by Talk America under this Agreement. Talk
     America  shall indemnify, hold harmless and defend BellSouth and its agents
     from  and  against any damages, losses, liabilities, demands claims, suits,
     judgments,  costs  and  expenses  (including  but not limited to reasonable
     attorneys'  fees  and expenses) arising from BellSouth's tariff obligations
     or  otherwise  and resulting from or arising out of any third party's claim
     of  inaccurate Talk America listings or use of the SLI provided pursuant to
     this  Agreement.  BellSouth  may  forward  to  Talk  America any complaints
     received  by  BellSouth relating to the accuracy or quality of Talk America
     listings.

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

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

5.5  Inclusion  of  Talk  America  Customers  in  Directory Assistance Database.
     BellSouth  will  include  and  maintain Talk America subscriber listings in
     BellSouth's  Directory Assistance databases at no recurring charge and Talk
     America  shall  provide  such Directory Assistance listings at no recurring
     charge.  Changes  to  subscriber  listing information may be subject to non
     recurring  charges as set forth in Section 5.2.1. BellSouth will update the
     Directory  Assistance  database  with the same timeliness as for its retail
     end users. BellSouth and Talk America will formulate appropriate procedures
     regarding lead-time, timeliness, format and content of listing information.

5.6  Listing  Information  Confidentiality. BellSouth will accord Talk America's
     directory  listing  information  the  same  level  of  confidentiality that
     BellSouth  accords  its  own  directory  listing information, and BellSouth
     shall  limit  access  to  Talk  America's customer proprietary confidential
     directory  information  to  those  BellSouth  employees  or  agents who are
     involved in the preparation of listings or directories and such information
     shall  not  be  used  for  other  purposes.

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

5.7.1 Enhanced Listings. Where BellSouth offers to publish, at no charge, in its
     white  pages  directory  Enhanced  White  Pages  Listings  to  its  retail
     customers,  BellSouth  shall  publish such listings, at no charge and under
     the  same  terms  and conditions, for Talk America for its end users. Where
     BellSouth  charges  its retail customers for Enhanced White Pages Listings,
     BellSouth  shall  publish such listings under the same terms and conditions
     to  Talk America for its Customers at the applicable wholesale discount set
     forth  in  Attachment  1.

5.8  Directories.  BellSouth  or  its  agent  shall  make  available White Pages
     directories  and Yellow Pages directories to Talk America subscribers at no
     charge  and in the same manner as BellSouth provides directories to its own
     end  users  or  as  specified  in  a  separate  BAPCO  agreement.

6.   BONA  FIDE  REQUEST/NEW  BUSINESS  REQUEST  PROCESS  FOR FURTHER UNBUNDLING

6.1  BellSouth  shall,  upon  request  of  Talk America, provide to Talk America
     access  to  its  network elements at any technically feasible point for the
     provision of Talk America's telecommunications service where such access is
     necessary  and  failure  to provide access would impair the ability of Talk
     America  to  provide  services  that it seeks to offer. Any request by Talk
     America for access to a network element, interconnection option, or for the
     provisioning  of any service or product that is not already available shall
     be treated as a Bona Fide Request/New Business Request (BFR/NBR), and shall
     be  submitted  to BellSouth pursuant to the BFR/NBR process as described in
     Attachment  11  to  this  Agreement.

6.2  Talk  America shall submit any BFR/NBR in writing to Talk America's Account
     Manager.  The  BFR/NBR  shall  specifically  identify the requested service
     date, technical requirements, space requirements and/or such specifications
     that  clearly  define  the  request  such  that  BellSouth  has  sufficient
     information  to  analyze  and  prepare  a  response. The BFR/NBR also shall
     include  Talk America's designation of the request as being (i) pursuant to
     the  Act  or  (ii)  pursuant  to  the  needs  of  the  business.

6.3  Upon request, a service or product requested by another carrier through the
     BFR/NBR process shall be available pursuant to an amendment to Talk America
     on the same rates, terms and conditions as set forth in the other carrier's
     amendment  for  such  service  or  product.

7.   LOCAL  DIALING  PARITY

     BellSouth  shall  provide  local dialing parity as described in the Act and
     required  by  FCC  rules,  regulations and policies. Talk America End Users
     shall  not  have  to  dial  any greater number of digits than BellSouth End
     Users  to complete the same call. In addition, Talk America End Users shall
     experience  at  least  the  same  service

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     quality as BellSouth End Users in terms of post-dial delay, call completion
     rate  and  transmission  quality.

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

8.1  Subpoenas  Directed  to BellSouth. Where BellSouth provides resold services
     or  local  switching for Talk America, BellSouth shall respond to subpoenas
     and  court ordered requests delivered directly to BellSouth for the purpose
     of providing call detail records when the targeted telephone numbers belong
     to  Talk  America end users. Billing for such requests will be generated by
     BellSouth  and  directed  to  the  law  enforcement  agency  initiating the
     request.  BellSouth  shall  maintain  such information for Talk America end
     users for the same length of time it maintains such information for its own
     end  users.

8.2  Subpoenas  Directed  to  Talk America. Where BellSouth is providing to Talk
     America telecommunications services for resale or providing to Talk America
     the  local switching function, then Talk America agrees that in those cases
     where  Talk  America receives subpoenas or court ordered requests regarding
     targeted  telephone  numbers belonging to Talk America end users, and where
     Talk  America  does  not  have the requested information, Talk America will
     advise  the  law  enforcement agency initiating the request to redirect the
     subpoena  or  court ordered request to BellSouth for handling in accordance
     with  7.1  above.

8.3  In  all  other  instances,  where  either  Party  receives  a  request  for
     information  involving  the other Party's end user, the Party receiving the
     request  will  advise  the law enforcement agency initiating the request to
     redirect  such  request  to  the  other  Party.

9.   LIABILITY  AND  INDEMNIFICATION

9.1  BellSouth  Liability. BellSouth shall take financial responsibility for its
     own  actions in causing, or its lack of action in preventing, unbillable or
     uncollectible  Talk  America  revenues.

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

9.3  Limitation  of  Liability.

9.3.1  With respect to any claim or suit, whether based in contract, tort or any
     other theory of legal liability, by Talk America, any Talk America customer
     or  by  any  other person or entity, for damages associated with any of the
     services  provided  by  BellSouth  pursuant  to  or in connection with this
     Agreement,  including  but  not  limited  to  the  installation, provision,
     preemption, termination, maintenance, repair or restoration of service, and

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     subject  to  the  provisions  of  the remainder of this Part A, BellSouth's
     liability  shall  be limited to an amount equal to the proportionate charge
     for  the  service provided pursuant to this Agreement for the period during
     which  the service was affected. With respect to any claim or suit, whether
     based  in  contract,  tort  or  any  other  theory  of  legal liability, by
     BellSouth,  any  BellSouth  customer  or by any other person or entity, for
     damages  associated  with  any  of  the  services  provided by Talk America
     pursuant to or in connection with this Agreement, including but not limited
     to  the  installation,  provision,  preemption,  termination,  maintenance,
     repair  or  restoration  of  service,  and subject to the provisions of the
     remainder  of this Part A, Talk America 's liability shall be limited to an
     amount  equal to the proportionate charge for the service provided pursuant
     to  this  Agreement  for  the period during which the service was affected.
     Notwithstanding the foregoing, claims for damages by Talk America, any Talk
     America  customer  or  any  other person or entity resulting from the gross
     negligence  or  willful  misconduct  of BellSouth and claims for damages by
     Talk  America  resulting  from  the failure of BellSouth to honor in one or
     more  material  respects any one or more of the material provisions of this
     Agreement  shall  not be subject to such limitation of liability. Likewise,
     claims for damages by BellSouth, any BellSouth customer or any other person
     or entity resulting from the gross negligence or willful misconduct of Talk
     America  and  claims for damages by BellSouth resulting from the failure of
     Talk  America  to honor in one or more material respects any one or more of
     the  material  provisions  of  this  Agreement shall not be subject to such
     limitation  of  liability.

9.3.2  Limitations  in Tariffs. Subject to the provisions of 9.3.1, a Party may,
     in  its  sole  discretion,  provide  in  its tariffs and contracts with its
     Customer  and third parties that relate to any service, product or function
     provided  or  contemplated under this Agreement, that to the maximum extent
     permitted  by Applicable Law, such Party shall not be liable to Customer or
     third  Party for (i) any Loss relating to or arising out of this Agreement,
     whether  in contract, tort or otherwise, that exceeds the amount such party
     would  have  charged  that  applicable  person  for the service, product or
     function that gave rise to such Loss and (ii) Consequential Damages. To the
     extent  that  a  Party elects not to place in its tariffs or contracts such
     limitations  of  liability,  and  the other Party incurs a Loss as a result
     thereof,  such Party shall indemnify and reimburse the other Party for that
     portion  of  the  Loss  that  would  have  been limited had the first Party
     included  in  its  tariffs  and contracts the limitations of liability that
     such  other  Party  included  in  its own tariffs at the time of such Loss.

9.3.3  Neither  BellSouth  nor  Talk  America shall be liable for damages to the
     other's  terminal  location,  POI  or  other  company's customers' premises
     resulting  from the furnishing of a service, including, but not limited to,
     the  installation  and removal of equipment or associated wiring, except to
     the  extent  caused by a company's negligence or willful misconduct or by a
     company's  failure  to  properly  ground  a local loop after disconnection.

9.3.4 Under no circumstance shall a Party be responsible or liable for indirect,
     incidental,  or  consequential  damages,  including,  but  not  limited to,
     economic  loss  or  lost

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     business  or  profits,  damages  arising  from  the  use  or performance of
     equipment  or  software,  or  the  loss of use of software or equipment, or
     accessories  attached thereto, delay, error, or loss of data. In connection
     with  this  limitation  of  liability, each Party recognizes that the other
     Party  may,  from  time  to  time, provide advice, make recommendations, or
     supply  other  analyses related to the Services, or facilities described in
     this  Agreement,  and,  while each Party shall use diligent efforts in this
     regard, the Parties acknowledge and agree that this limitation of liability
     shall  apply  to  provision  of such advice, recommendations, and analyses.

9.4  Indemnification  for  Certain  Claims. BellSouth and Talk America providing
     services,  their affiliates and their parent company, shall be indemnified,
     defended  and held harmless by each other against any claim, loss or damage
     arising  from  the  receiving  company's use of the services provided under
     this  Agreement  pertaining  to  (1) claims for libel, slander, invasion of
     privacy or copyright infringement arising from the content of the receiving
     company's  own  communications, or (2) any claim, loss or damage claimed by
     the  other company's customer arising from one company's use or reliance on
     the  other  company's services, actions, duties, or obligations arising out
     of this Agreement; provided that in the event of a claim arising under this
     Section  9.4(2),  to  the extent any claim, loss or damage is caused by the
     gross  negligence  or  willful  misconduct  of  the  providing  party,  the
     receiving  Party  shall  have  no  obligation  to indemnify, defend or hold
     harmless  the providing Party hereunder, subject to the other terms of this
     Section  9.

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

9.6  Talk  America  and  BellSouth  will  work  cooperatively  to minimize fraud
     associated with third-number billed calls, calling card calls, or any other
     services  related  to  this  Agreement.  The  Parties  fraud  minimization
     procedures  are  to  be  cost effective and implemented so as not to unduly
     burden  or  harm  one  Party  as  compared  to  the  other.

10.  INTELLECTUAL  PROPERTY  RIGHTS  AND  INDEMNIFICATION

10.1 No  License.  No patent, copyright, trademark or other proprietary right is
     licensed,  granted or otherwise transferred by this Agreement. Talk America
     is strictly prohibited from any use, including but not limited to in sales,
     in  marketing  or  advertising  of  telecommunications  services,  of  any
     BellSouth  name,  service mark or trademark. Notwithstanding the foregoing,
     Talk  America  may  use  BellSouth's  name  (1) in response to inquiries of
     customers  or  potential  customers  regarding  the

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     source  of  the  underlying  service  or  the identity of repair or service
     technicians  under  this  Agreement,  and  (2)  Talk  America  may  use the
     BellSouth  name  in  comparative  advertising  so  long as the reference is
     truthful  and  factual,  does  not  relate  to the source of the underlying
     service  and  does  not  imply  any  agency  relationship,  partnership,
     endorsement,  sponsorship  or  affiliation  by  or  with  BellSouth.

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

10.3 Indemnification.  The  Party providing a service pursuant to this Agreement
     will  defend  the Party receiving such service or data provided as a result
     of  such service against claims of infringement arising solely from the use
     by  the  receiving  Party  of such service in the manner contemplated under
     this  Agreement  and  will  indemnify  the  receiving Party for any damages
     awarded based solely on such claims in accordance with Section 9 preceding.

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

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

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

10.4.3  In  the  event 10.4.1 or 10.4.2 are commercially unreasonable, then said
     Party may, terminate, upon reasonable notice, this contract with respect to
     use  of,  or  services  provided through use of, the affected facilities or
     equipment  (including software), but solely to the extent required to avoid
     the  infringement  claim.

10.5 Exception  to  Obligations.  Neither Party's obligations under this Section
     shall  apply  to the extent the infringement is caused by: (i) modification
     of  the  facilities  or

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     equipment  (including  software)  by  the  indemnitee;  (ii)  use  by  the
     indemnitee  of  the  facilities  or  equipment  (including  software)  in
     combination  with equipment or facilities (including software) not provided
     or  authorized  by  the  indemnitor,  provided  the facilities or equipment
     (including  software)  would  not  be  infringing  if  used  alone;  (iii)
     conformance  to  specifications  of  the indemnitee which would necessarily
     result  in  infringement;  or  (iv)  continued use by the indemnitee of the
     affected facilities or equipment (including software) after being placed on
     notice  to  discontinue  use  as  set  forth  herein.

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

10.7 Dispute  Resolution.  Any  claim  arising  under  this  Section 10 shall be
     excluded from the dispute resolution procedures set forth in Section 13 and
     shall  be  brought  in  a  court  of  competent  jurisdiction.

11.  PROPRIETARY  AND  CONFIDENTIAL  INFORMATION

11.1 Proprietary and Confidential Information. It may be necessary for BellSouth
     and  Talk  America, each as the "Discloser," to provide to the other Party,
     as "Recipient," certain proprietary and confidential information (including
     trade  secret  information)  including  but  not  limited  to  technical,
     financial,  marketing,  staffing  and  business  plans  and  information,
     strategic  information,  proposals,  request for proposals, specifications,
     drawings,  maps,  prices,  costs,  costing  methodologies,  procedures,
     processes,  business  systems,  software  programs,  techniques,  customer
     account  data,  call  detail records and like information. This proprietary
     and  confidential  information  also  includes,  but  is not limited to all
     orders  for  Services  and  Network  Elements  placed  by either Party, and
     information  that would constitute customer proprietary network information
     and  recorded  usage  data, whether disclosed by the Discloser or otherwise
     acquired  by  the  Recipient  in  the  course  of  the  performance of this
     Agreement.  (This  proprietary and confidential information is collectively
     the  "Information").  All  such  Information  conveyed  in writing or other
     tangible  form  shall  be clearly marked with a confidential or proprietary
     legend.  Notwithstanding  the  foregoing, the Parties agree that all orders
     for  Services  and  Network  Elements and information that would constitute
     customer  proprietary  network  information  and  recorded  usage  data  is
     proprietary  and  confidential  information  and as such no confidential or
     proprietary  legend  is  required.  Information  conveyed  orally  by  the
     Discloser  to Recipient shall be designated as proprietary and confidential
     at  the  time  of  such oral conveyance, shall be reduced to writing by the
     Discloser  within  forty-five  (45)  days  thereafter, and shall be clearly
     marked  with a confidential or proprietary legend. All information provided
     to Recipient by Discloser shall be treated as proprietary and confidential.

11.2 Use  and  Protection  of  Information.  Recipient shall use the Information
     solely for the purpose(s) of performing this Agreement, and Recipient shall
     protect

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     Information  from  any  use, distribution or disclosure except as permitted
     hereunder.  Recipient  will  use  the  same  standard  of  care  to protect
     Information  as  Recipient uses to protect its own similar confidential and
     proprietary  information,  but not less than a reasonable standard of care.
     Recipient may disclose Information solely to the Authorized Representatives
     of  the  Recipient who (a) have a substantive need to know such Information
     in  connection  with performance of the Agreement; (b) have been advised of
     the  confidential  and  proprietary nature of the Information; and (c) have
     personally  agreed  in  writing to protect from unauthorized disclosure all
     confidential and proprietary information, of whatever source, to which they
     have  access  in  the  course of their employment. Unless otherwise agreed,
     Recipient  shall  not permit employees or agents of Recipient with end user
     marketing, product development, or any other non-Discloser purpose, to have
     access  to  Information  under any circumstances, and in no event shall the
     Information  be  used  to  create  a  lead  or other information base for a
     "winback"  sales  program.  "Authorized  Representatives" are the officers,
     directors  and  employees  of  Recipient  and  its  Affiliates,  as well as
     Recipient's  and  its  Affiliates'  consultants,  contractors,  counsel and
     agents.

11.3 Exceptions.  Discloser's  Information does not include: (a) any information
     publicly  disclosed  by Discloser; (b) any information Discloser in writing
     authorizes  Recipient  to disclose without restriction; (c) any information
     already  lawfully  known  to  Recipient  at the time it is disclosed by the
     Discloser,  without  an  obligation  to  keep  confidential;  or  (d)  any
     information  Recipient  lawfully  obtains  from  any  source  other  than
     Discloser,  provided  that  such  source  lawfully  disclosed  and/or
     independently  developed  such  information.  If  Recipient  is required to
     provide  Information  to any court or government agency pursuant to written
     court  order,  subpoena, regulation or process of law, Recipient must first
     provide  Discloser  with  prompt  written  notice  of  such requirement and
     cooperate  with  Discloser  to  appropriately  protect against or limit the
     scope of such disclosure. To the fullest extent permitted by law, Recipient
     will  continue  to  protect as confidential and proprietary all Information
     disclosed  in  response  to  a written court order, subpoena, regulation or
     process  of  law.

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

11.5 Recipient  agrees  to  use  the  Information  solely  for  the  purposes of
     negotiations  pursuant  to  47  U.S.C. 251 or in performing its obligations
     under  this  Agreement and for no other entity or purpose, except as may be
     otherwise  agreed  to  in  writing

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     by  the  Parties.  Nothing  herein  shall prohibit Recipient from providing
     information  requested  by the Federal Communications Commission or a state
     regulatory  agency  with  jurisdiction  over  this  matter, or to support a
     request  for  arbitration  or an allegation of failure to negotiate in good
     faith,  provided  Recipient  simultaneously  notifies  the  other Party and
     provides  the  other  Party  with  a  copy  of  the  information.

11.6 Recipient agrees not to publish or use the Information for any advertising,
     sales  promotions,  press  releases, or publicity matters that refer either
     directly or indirectly to the Information or to the Discloser or any of its
     affiliated  companies.

11.7 The disclosure of Information neither grants nor implies any license to the
     Recipient  under  any trademark, patent, copyright, or application which is
     now  or  may  hereafter  be  owned  by  the  Discloser.

11.8 Equitable  Relief.  Recipient  acknowledges  and  agrees that any breach or
     threatened  breach  of  this  Agreement  is  likely  to  cause  Discloser
     irreparable  harm  for  which  money  damages  may not be an appropriate or
     sufficient  remedy.  Recipient  therefore  agrees  that  Discloser  or  its
     Affiliates, as the case may be, are entitled to receive injunctive or other
     equitable  relief  to  remedy or prevent any breach or threatened breach of
     this  Agreement.  Such remedy is not the exclusive remedy for any breach or
     threatened breach of this Agreement, but is in addition to all other rights
     and  remedies  available  at  law  or  in  equity.

11.9 Survival  of  Confidentiality  Obligations.  The  Parties'  rights  and
     obligations  under  this  Section  11  shall survive and continue in effect
     until  two  (2)  years  after  the  expiration  or termination date of this
     Agreement  with regard to all Information exchanged during the term of this
     Agreement.  Thereafter,  the  Parties'  rights  and  obligations  hereunder
     survive  and  continue  in effect with respect to any Information that is a
     trade  secret  under  applicable  law.

11.10  Assignments

11.10.1  Any  assignment  by  either  Party  to any non-affiliated entity of any
     right,  obligation or duty, or of any other interest hereunder, in whole or
     in  part,  without  the  prior  written consent of the other Party shall be
     void.  Such  consent  will not be unreasonably withheld. A Party may assign
     this  Agreement  or any right, obligation, duty or other interest hereunder
     to  an  Affiliate  of  the  Party  without  the consent of the other Party;
     provided, however, that the assigning Party shall notify the other Party in
     writing  of  such  assignment  thirty (30) days prior to the Effective Date
     thereof  and,  provided  further,  if  the  assignee is an assignee of Talk
     America,  the  assignee  must  provide  evidence  of  Commission  CLEC
     certification.  The  Parties  shall  amend  this  Agreement to reflect such
     assignments  and shall work cooperatively to implement any changes required
     due  to such assignment. All obligations and duties of any Party under this
     Agreement  shall  be  binding  on all successors in interest and assigns of
     such  Party.  No  assignment  or  delegation

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                                                    General Terms and Conditions
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     hereof  shall  relieve the assignor of its obligations under this Agreement
     in  the  event  that  the  assignee  fails  to  perform  such  obligations.

12.  ESCALATION  PROCEDURES

     Each  Party  hereto shall provide the other party hereto with the names and
     telephone  numbers  or  pagers  of their respective managers up to the Vice
     Presidential  level  for  the  escalation of unresolved matters relating to
     their  performance  of  their duties under this Agreement. Each Party shall
     supplement  and  update  such information as necessary to facilitate prompt
     resolution  of  such  matters.  Each  Party  further agrees to establish an
     automatic  internal  escalation  procedure  relating to unresolved disputes
     arising  under  this  Agreement.

13.  RESOLUTION  OF  DISPUTES

13.1 Except  as  otherwise  provided  herein,  any dispute, controversy or claim
     (individually  and  collectively, a "Dispute") arising under this Agreement
     shall  be  resolved  in  accordance  with  the procedures set forth in this
     Section.  In  the  event  of a Dispute between the Parties relating to this
     Agreement,  and  upon  the  written  request  of  either Party, each of the
     Parties shall appoint within ten (10) calendar days after a Party's receipt
     of  such  request,  a designated representative who has authority to settle
     the  Dispute  and  who  is at a higher level of management than the persons
     with  direct  responsibility  for  administration  of  this  Agreement. The
     designated  representatives  shall  meet  as  often as they reasonably deem
     necessary in order to discuss the Dispute and negotiate in good faith in an
     effort  to  resolve  such Dispute. The specific format for such discussions
     will  be left to the discretion of the designated representatives; however,
     all  reasonable  requests for relevant information made by one Party to the
     other  Party  shall be honored. If the Parties are unable to resolve issues
     related  to  a  Dispute  within thirty (30) days after a Party's request is
     made  for  appointment  of  designated  representatives as set forth above,
     either  Party  may seek relief from the appropriate state regulatory agency
     of  any Dispute upon which the Parties hereto are unable to reach agreement
     or  may  seek such other relief to which it is entitled to under Applicable
     Law.  Notwithstanding  the  foregoing, in no event shall the Parties permit
     the  pendency  of  a  Dispute  to  disrupt  service  to any Talk America or
     BellSouth  End  User,  unless  such service is damaging or interfering with
     customer  services  or  network  operations.

13.2 The  Parties  agree  that  this  Section does not prevent either Party from
     seeking  temporary  equitable  remedies,  including  temporary  restraining
     orders.  A  request  by  a  Party  to a court or a regulatory authority for
     interim  measures  or  equitable relief shall not be deemed a waiver of the
     obligation  to  comply  with  the  Dispute  Resolution  provisions.

14.  TAXES

14.1 Definition.  For  purposes  of  this  Section, the terms "taxes" and "fees"
     shall  include  but  not  limited  to  federal,  state or local sales, use,
     excise,  gross  receipts  or  other

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     taxes or tax-like fees of whatever nature and however designated (including
     tariff  surcharges  and any fees, charges or other payments, contractual or
     otherwise,  for  the  use  of  public  streets  or  rights  of way, whether
     designated  as  franchise  fees  or  otherwise)  imposed,  or  sought to be
     imposed, on or with respect to the services furnished hereunder or measured
     by the charges or payments therefore, excluding any taxes levied on income.

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

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

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

14.3 Taxes  and  Fees  Imposed on Purchasing Party But Collected And Remitted By
     Providing  Party.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

15.  NETWORK  MAINTENANCE  AND  MANAGEMENT

15.1 The  Parties  shall  work  cooperatively  to  implement this Agreement. The
     Parties  shall  exchange appropriate information (e.g., maintenance contact
     numbers,  network  information,  information  required  to  comply with law
     enforcement  and  other  security  agencies  of  the  Government,  etc.) as
     reasonably  required  to  implement  and  perform  this  Agreement.

15.2 Each  Party  hereto  shall  design,  maintain  and operate their respective
     networks  as  necessary  to  ensure  that  the  other Party hereto receives
     service  quality  which  is  consistent  with  generally  accepted industry
     standards  at  least  at  parity  with the network service quality given to
     itself,  its  Affiliates,  its  End  Users.

15.3 Neither  Party  shall  use  any  service  or  facility  provided under this
     Agreement  in  a  manner  that  impairs  the  quality  of  service to other
     telecommunications  carriers'  or  to  either Party's End Users. Each Party
     will  provide the other Party notice of any such impairment at the earliest
     practicable  time.

15.4 BellSouth  agrees  to  provide  Talk  America  prior notice consistent with
     applicable  FCC  rules  and the Act of changes in the information necessary
     for  the  transmission and routing of services using BellSouth's facilities
     or  networks,  as well as other changes that affect the interoperability of
     those respective facilities and networks. This Agreement is not intended to
     limit  BellSouth's ability to upgrade its network through the incorporation
     of  new  equipment,  new  software  or  otherwise  so  long  as

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                                                    General Terms and Conditions
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     such  upgrades  are  not  inconsistent with BellSouth's obligations to Talk
     America  under  the  terms  of  this  Agreement.

16.  FORCE  MAJEURE

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

17.  ADOPTION  OF  AGREEMENTS

17.1 BellSouth  shall  make  available, pursuant to 47 USC 252 and the FCC rules
     and  regulations  regarding  such  availability,  to  Talk  America  any
     interconnection,  service,  or  network  element  provided  under any other
     agreement  filed  and  approved  pursuant  to 47 USC 252 in that respective
     state.  The  Parties shall adopt all rates, terms and conditions concerning
     such other interconnection, service or network element and any other rates,
     terms and conditions that are legitimately related to or were negotiated in
     exchange for or in conjunction with the interconnection, service or network
     element  being  adopted.  The  rates,  terms  and conditions adopted by the
     Parties  shall  be  effective  as of the date the Agreement is amended. The
     adopted  interconnection,  service,  or network element and agreement shall
     apply  to  the same states as such other agreement. The term of the adopted
     agreement  or  provisions shall expire on the same date as set forth in the
     agreement  which  was  adopted.

18.  MODIFICATION  OF  AGREEMENT

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

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

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                                                    General Terms and Conditions
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18.3 In  the event that any effective legislative, regulatory, judicial or other
     legal  action  materially  affects any material terms of this Agreement, or
     the  ability  of Talk America or BellSouth to perform any material terms of
     this  Agreement,  Talk  America  or  BellSouth  may,  on fifteen (15) days'
     written  notice  require  that  such terms be renegotiated, and the Parties
     shall  renegotiate  in good faith such mutually acceptable new terms as may
     be  required.  In the event that such new terms are not renegotiated within
     forty-five  (45)  days  after such notice, the Dispute shall be referred to
     the  Dispute Resolution procedure set forth in this Agreement. In the event
     that  the  Parties  reach agreement as to the new terms consistent with the
     above,  the  Parties  agree  to  make  the effective date of such amendment
     consistent  with  the  effective  date  specified  in the action or, if the
     action  is silent, then as negotiated between the Parties on a case by case
     basis.

18.4 Notwithstanding  anything to the contrary in this Agreement, this Agreement
     shall  not  be  amended or modified after the expiration date hereof as set
     forth  in  Section  2  above.

19.  NON-WAIVER  OF  LEGAL  RIGHTS

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

20.  INDIVISIBILITY

20.1 The Parties intend that this Agreement be indivisible and nonseverable, and
     each  of  the  Parties  acknowledges  that  it  has  assented to all of the
     covenants  and promises in this Agreement as a single whole and that all of
     such  covenants  and  promises, taken as a whole, constitute the essence of
     the contract. Without limiting the generality of the foregoing, each of the
     Parties  acknowledges  that any provision by BellSouth of Collocation Space
     (or  space pursuant to Adjacent Arrangement) under this Agreement is solely
     for  the purpose of facilitating the provision of other services under this
     Agreement  and that neither Party would have contracted with respect to the
     provisioning  of  Collocation  Space  (or  space  pursuant  to  Adjacent
     Arrangement)  if the covenants and promises of the other Party with respect
     to  the other services provided for under this Agreement had not been made.
     The  Parties  further  acknowledge  that  this  Agreement  is  intended  to
     constitute  a single transaction, that the obligations of the Parties under
     this  Agreement are interdependent, and that payment obligations under this
     Agreement  are  intended to be recoupable against other payment obligations
     under  this  Agreement.

21.  WAIVERS

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

22.  GOVERNING  LAW

22.1 To  the  extent  any  provisions  of  this  Agreement  are  subject  to the
     jurisdiction  of  the  FCC,  applicable federal rules and regulations shall
     govern those provisions. To the extent any provisions of this Agreement are
     subject  to the jurisdiction of the state Commission, applicable Commission
     rules  and  regulations shall govern those provisions. All other provisions
     of  this  Agreement  shall  be  governed  by, and construed and enforced in
     accordance  with,  the  laws of the State of Georgia, without regard to its
     conflict  of  laws  principles.

23.  ARM'S  LENGTH  NEGOTIATIONS

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

24.  NOTICES

24.1 Every  notice,  consent,  approval,  or  other  communications  required or
     contemplated  by  this Agreement shall be in writing and shall be delivered
     by  hand,  by  overnight courier or by US mail postage prepaid, address to:

          BELLSOUTH  TELECOMMUNICATIONS,  INC.

          Account  Team
          600  North  19th  Street
          Birmingham,  Alabama  35203

          and

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

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                                                    General Terms and Conditions
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          TALK  AMERICA

          Senior  Vice  President,  Operations
          12020  Sunrise  Valley  Drive
          Suite  250
          Reston,  VA  20191

          and

          General  Counsel
          6805  Route  202
          New  Hope,  PA  18938

          and

          Director,  Carrier  Relations
          12001  Science  Drive,  Suite  130
          Orlando,  FL  32826

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

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

24.3 Notwithstanding  the foregoing, BellSouth shall provide Talk America 45-day
     advance  notice,  to  the  extent that BellSouth is afforded 45 days notice
     from  the Commission, via Internet posting of price changes, changes to the
     terms  and  conditions  of  services  available  for  resale per Commission
     Orders.  To  the  extent  that  revisions  occur between the time BellSouth
     notifies  Talk  America  of  changes  under this Agreement and the time the
     changes  are scheduled to be implemented, BellSouth will immediately notify
     Talk  America  of  such revisions consistent with its internal notification
     process.  Talk  America  may  not  hold  BellSouth responsible for any cost
     incurred as a result of such revisions, unless such costs are incurred as a
     result  of BellSouth's intentional misconduct. Talk America may not utilize
     any  notice  given  under  this  subsection  concerning a service to market
     resold  offerings  of  that service in advance of BellSouth. BellSouth will
     also  post  changes  to  business  processes  and  policies, notices of new
     service  offerings,  and  changes  to  service  offerings  not requiring an
     amendment  to  this Agreement, notices required to be posted to BellSouth's
     website,  and  any  other  information  of  general applicability to CLECs.

25.  RULE  OF  CONSTRUCTION

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                                                    General Terms and Conditions
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25.1 No rule of construction requiring interpretation against the drafting Party
     hereof  shall  apply  in  the  interpretation  of  this  Agreement.

26.  HEADINGS  OF  NO  FORCE  OR  EFFECT

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

27.  MULTIPLE  COUNTERPARTS

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

28.  IMPLEMENTATION  OF  AGREEMENT

28.1 If  Talk  America  is a facilities based provider or a facilities based and
     resale  provider, this section shall apply. Within 60 days of the execution
     of  this Agreement, the Parties may adopt a schedule for the implementation
     of the Agreement. The schedule shall state with specificity time frames for
     submission of including but not limited to, network design, interconnection
     points,  collocation  arrangement  requests,  pre-sales  testing  and  full
     operational  time  frames  for  the  business  and  residential  markets.

29.  FILING  OF  AGREEMENT

29.1 Upon  execution  of  this  Agreement it shall be filed with the appropriate
     state  regulatory agency pursuant to the requirements of Section 252 of the
     Act,  and  the Parties shall share equally any filing fees therefor. If the
     regulatory  agency  imposes  any  filing  or  public  interest  notice fees
     regarding  the  filing  or approval of the Agreement, Talk America shall be
     responsible  for  publishing the required notice and the publication and/or
     notice costs shall be borne by Talk America. Notwithstanding the foregoing,
     this Agreement shall not be submitted for approval by the appropriate state
     regulatory  agency  unless  and  until  such  time  as Talk America is duly
     certified  as  a  local exchange carrier in such state, except as otherwise
     required  by  a  state  Commission.

30.  COMPLIANCE  WITH  APPLICABLE  LAW

30.1 Each  Party  shall  comply  at  its  own  expense  with  Applicable  Law.

31.  NECESSARY  APPROVALS

31.1 Each  Party  shall  be  responsible for obtaining and keeping in effect all
     approvals  from,  and rights granted by, governmental authorities, building
     and  property  owners,  other  carriers,  and any other persons that may be
     required  in  connection with the performance of its obligations under this
     Agreement.  Each  Party  shall reasonably cooperate with the other Party in
     obtaining  and  maintaining  any

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                                                    General Terms and Conditions
                                                                         Page 23

     required  approvals  and  rights  for  which  such  Party  is  responsible.

32.  GOOD  FAITH  PERFORMANCE

32.1 Each  Party shall act in good faith in its performance under this Agreement
     and,  in  each  case in which a Party's consent or agreement is required or
     requested  hereunder,  such  Party shall not unreasonably withhold or delay
     such  consent  or  agreement.

33.  NONEXCLUSIVE  DEALINGS

33.1 This  Agreement  does not prevent either Party from providing or purchasing
     services  to  or  from  any other person nor, except as provided in Section
     252(i) of the Act, does it obligate either Party to provide or purchase any
     services  (except insofar as the Parties are obligated to provide access to
     Interconnection,  services  and  Network  Elements  to  Talk  America  as a
     requesting  carrier  under  the  Act).

34.  RATE  TRUE-UP

34.1 This  section  applies  to  Local  Interconnection and/or Unbundled Network
     Elements  and Other Services rates that are interim or expressly subject to
     true-up  under  this  Agreement.

34.2 The  interim  prices  for  Network  Elements  and  Other Services and Local
     Interconnection  shall  be  subject  to  true-up according to the following
     procedures:

34.3 The  interim  prices  shall  be trued-up, either up or down, based on final
     prices  determined either by further agreement between the Parties, or by a
     final  order  (including  any  appeals) of the Commission which final order
     meets the criteria of (3) below. The Parties shall implement the true-up by
     comparing  the  actual  volumes  and  demand  for  each item, together with
     interim  prices  for  each  item, with the final prices determined for each
     item.  Each  Party shall keep its own records upon which the true-up can be
     based,  and  any  final  payment from one Party to the other shall be in an
     amount  agreed  upon  by the Parties based on such records. In the event of
     any disagreement as between the records or the Parties regarding the amount
     of  such  true-up, the Parties agree that the body having jurisdiction over
     the matter shall be called upon to resolve such differences, or the Parties
     may  mutually  agree to submit the matter to the Dispute Resolution process
     in  accordance  with  the provisions of Section 13 of the General Terms and
     Conditions  and  Attachment  1  of  this  Agreement.

34.4 The Parties may continue to negotiate toward final prices, but in the event
     that  no such Agreement is reached within nine (9) months, either Party may
     petition  the  Commission  to  resolve such disputes and to determine final
     prices for each item. Alternatively, upon mutual agreement, the Parties may
     submit the matter to the Dispute Resolution Process set forth in Section 13
     of  the General Terms and Conditions and Attachment 1 of this Agreement, so
     long  as  they  file  the  resulting

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                                                    General Terms and Conditions
                                                                         Page 24

     Agreement  with  the  Commission  as a "negotiated Agreement" under Section
     252(e)  of  the  Act.

34.5 An  effective  order  of  the  Commission that forms the basis of a true-up
     shall be based upon cost studies submitted by either or both Parties to the
     Commission  and  shall  be  binding  upon  BellSouth  and  Talk  America
     specifically  or  upon  all  carriers  generally,  such  as  a generic cost
     proceeding.

35.  SURVIVAL

35.1 The  Parties'  obligations  under  this Agreement which by their nature are
     intended to continue beyond the termination or expiration of this Agreement
     shall  survive  the  termination  or  expiration  of  this  Agreement.

36.  ESTABLISHMENT  OF  SERVICE

     In accordance with FCC Slamming Liability Rules, BellSouth will reestablish
     service  with  the  appropriate local service provider and will assess Talk
     America  as  the  CLEC  initiating  the  alleged  unauthorized  change, the
     appropriate nonrecurring charges, as set forth in Section A4 of the General
     Subscriber  Service  Tariff.

37.  ENTIRE  AGREEMENT

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

37.2 This  Agreement  includes  Attachments  with  provisions for the following:

     Resale
     Network  Elements  and  Other  Services
     Network  Interconnection
     Collocation
     Access  to  Numbers  and  Number  Portability
     Pre-Ordering,  Ordering  and  Provisioning,  Maintenance  and  Repair
     Billing  and  Billing  Accuracy  Certification
     Rights-of-Way,  Conduits  and  Pole  Attachments
     Performance  Measurements
     BellSouth  Disaster  Recovery  Plan
     Bona  Fide  Request/New  Business  Request  Process

<PAGE>

                                                    General Terms and Conditions
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     Talk  America  shall  be  permitted,  at its discretion, to configure these
     services with respect to any manner necessary to provide telephone exchange
     or  exchange  access  service  to  Talk  America  End  Users.

37.3 THE  FOLLOWING  SERVICES  ARE  INCLUDED  AS  OPTIONS  FOR  PURCHASE BY TALK
     AMERICA.  TALK  AMERICA  MAY  ELECT  TO  PURCHASE  SAID SERVICES BY WRITTEN
     REQUEST  TO  ITS  ACCOUNT  MANAGER  IF  APPLICABLE:

     Optional  Daily  Usage  File  (ODUF)
     Enhanced  Optional  Daily  Usage  File  (EODUF)
     Access  Daily  Usage  File  (ADUF)
     Line  Information  Database  (LIDB)  Storage
     Centralized  Message  Distribution  Service  (CMDS)
     Calling  Name  (CNAM)
     LNP  Data  Base  Query  Service

38.  RELATIONSHIP  OF  PARTIES

     This  Agreement  shall not establish, be interpreted as establishing, or be
     used  by  either  Party to establish, or to represent their relationship as
     any  form of agency, partnership or joint venture. Neither Party shall have
     any  authority to bind the other or to act as an agent for the other unless
     written  authority,  separate  from this Agreement, is provided. Nothing in
     this  Agreement  shall be construed as providing for the sharing of profits
     or  losses  arising  out  of  the efforts of either or both of the Parties.
     Nothing  herein  shall  be  construed as making either Party responsible or
     liable  for  the  obligations  and  undertakings  of  the  other  Party.

39.  THIRD  PARTY  BENEFICIARIES

     This  Agreement  does  not  provide, and shall not be construed to provide,
     third  parties  with  any benefit, remedy, claim, liability, reimbursement,
     cause  of  action,  or  other  privilege.

40.  COOPERATION  ON  PREVENTING  END  USER  FRAUD

     The  Parties  agree  to  cooperate  fully  with one another to investigate,
     minimize,  prevent,  and  take  corrective  action  in  cases  of  fraud.

41.  INDEPENDENT  CONTRACTORS

     Each  Party  is  an  independent contractor, and has and hereby retains the
     right  to exercise full control of and supervision over its own performance
     of  its obligations under this Agreement, and retains full control over the
     employment,  direction,  compensation  and  discharge  of  its  employees
     assisting  in  the  performance  of  such  obligations. Each Party shall be
     solely  responsible  for all matters relating to payment of such employees,
     including  compliance with social security taxes, withholding taxes and all
     other  regulations  governing  such  matters.  Subject  to  the

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                                                    General Terms and Conditions
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     limitations  on  liability  and  except  as  otherwise  provided  in  this
     Agreement,  each  Party  shall  be  responsible  for  (i)  its own acts and
     performance of all obligations imposed by Applicable Law in connection with
     its  activities,  legal status and property, real or personal and, (ii) the
     acts  of  its  own Affiliates, employees, agents and contractors during the
     performance  of  the  Party's  obligations  hereunder.

42.  SUBCONTRACTING

     If  any  obligation  is performed through a subcontractor, each Party shall
     remain  fully  responsible  for  the  performance  of  this  Agreement  in
     accordance  with its terms, including any obligations either Party performs
     through  subcontractors,  and  each  Party  shall be solely responsible for
     payments  due the Party's subcontractors. No contract, subcontract or other
     Agreement  entered  into by either Party with any third party in connection
     with  the  provision  of  any facilities or services provided herein, shall
     provide  for  any  indemnity,  guarantee  or assumption of liability by, or
     other obligation of, the other Party to this Agreement with respect to such
     arrangement,  except  as  consented  to  in  writing by the other Party. No
     subcontractor  shall  be  deemed a third party beneficiary for any purposes
     under  this  Agreement.  Any  subcontractor  who  gains  access  to CPNI or
     Confidential Information covered by this Agreement shall be required by the
     subcontracting  Party  to  protect such CPNI or Confidential Information to
     the  same  extent  that the subcontracting Party is required to protect the
     same  under  the  terms  of  this  Agreement.

43.  CUSTOMER  INQUIRIES  AND  DISPARAGEMENT

43.1 Each  Party  shall refer all questions regarding the other Party's services
     or  products directly to the other Party at a telephone number specified by
     that  Party.

43.2 Each  Party  shall  ensure  that  each of their representatives who receive
     inquiries  regarding  the  other  Party's services: (i) provide the numbers
     described  in  Section  43.1 to callers who inquire about the other Party's
     services  or products, and (ii) do not in any way disparage or discriminate
     against  the  other  Party  or  its  products  or  services.

43.3 Neither Party shall disparage the other Party when speaking with a customer
     or  potential  customer.

44.  LABOR  RELATIONS

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                                                    General Terms and Conditions
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     Each Party shall be responsible for labor relations with its own employees.
     Each Party agrees to notify the other Party as soon as practicable whenever
     such  Party  has knowledge that a labor dispute concerning its employees is
     delaying  or  threatens  to  delay  such  Party's timely performance of its
     obligations  under this Agreement and shall endeavor to minimize impairment
     of service to the other Party (by using its management personnel to perform
     work  or  by  other  means)  in  the event of a labor dispute to the extent
     permitted  by  Applicable  Law.

45.  COMPLIANCE  WITH  THE  COMMUNICATIONS LAW ENFORCEMENT ACT OF 1994 ("CALEA")

     Each  Party  represents  and  warrants  that  any  equipment, facilities or
     services provided to the other Party under this Agreement comply with CALEA
     to  the  extent  applicable.  Each Party shall indemnify and hold the other
     Party  harmless from any and all penalties imposed upon the other Party for
     such  other  Party's  noncompliance, and shall at the non-compliant Party's
     sole  cost  and  expense,  modify  or  replace any equipment, facilities or
     services  provided  to  the other Party under this Agreement to ensure that
     such  equipment,  facilities  and  services  fully  comply  with  CALEA.

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

BELLSOUTH  TELECOMMUNICATIONS,  INC.           THE  OTHER  PHONE  COMPANY,  INC.
                                                 D/B/A ACCESS ONE COMMUNICATIONS
                                               THE  OTHER  PHONE  COMPANY,  INC.
                                                 D/B/A TALK AMERICA INC. (NOT IN
                                                 FLORIDA)
                                               TALK  AMERICA  INC.

/s/ C. W. Boltz                                /s/ Aloysius T. Lawn IV
-------------------------                      -------------------------
Signature                                      Signature

C.  W.  Boltz                                  Aloysius T. Lawn IV
-------------------------                      -------------------------
Name                                           Name

Managing  Director                             EVP-General Counsel
-------------------------                      -------------------------
Title                                          Title

5-13-02                                        5-10-02
-------------------------                      -------------------------
Date                                           Date