EXHIBIT 10.46

                                    AGREEMENT

          This  Agreement,  which shall  become  effective as of the 22nd day of
May, 2000, is entered into by and between Talk.com Holding Corp.  ("Talk.com") a
Pennsylvania corporation on behalf of itself, and BellSouth  Telecommunications,
Inc.,  ("BellSouth"),  a  Georgia  corporation,  on  behalf  of  itself  and its
successors and assigns.

          WHEREAS,  the  Telecommunications  Act of 1996 (the  "Act") was signed
into law on February 8, 1996; and

          WHEREAS,  section  252(i)  of  the  Act  requires  BellSouth  to  make
available any  interconnection,  service,  or network element  provided under an
agreement  approved  by the  appropriate  state  regulatory  body  to any  other
requesting  telecommunications  carrier  upon the same terms and  conditions  as
those provided in the agreement in its entirety; and

          WHEREAS,  Talk.com has requested  that BellSouth make available in its
entirety the interconnection  agreement executed between BellSouth and The Other
Phone Company,  Inc. d/b/a Access One Communications,  Inc. ("Access One") dated
February  17,  2000 for the  state(s) of Alabama,  Florida,  Georgia,  Kentucky,
Louisiana, Mississippi, North Carolina, South Carolina and Tennessee.

          NOW, THEREFORE,  in consideration of the promises and mutual covenants
of this Agreement, Talk.com and BellSouth hereby agree as follows:

          1. Talk.com and  BellSouth  shall adopt in its entirety the Access One
Interconnection  Agreement dated February 17, 2000 and any and all amendments to
said  agreement  executed  and  approved  by the  appropriate  state  regulatory
commission  as of the date of the  execution of this  Agreement.  The Access One
Interconnection  Agreement and all amendments  are attached  hereto as Exhibit 1
and incorporated  herein by this reference.  The adoption of this agreement with
amendment(s) consists of the following:

                      ITEM                                             NO. PAGES
             Adoption Papers                                               3
             Title Page                                                    1
             Table of Contents                                             1
             General Terms and Conditions                                  22
             Attachment 1                                                  40
             Attachment 2                                                  127
             Attachment 3                                                  38
             Attachment 4                                                  66
             Attachment 5                                                  11
             Attachment 6                                                  6
             Attachment 7                                                  20
             Attachment 8                                                  2
             Attachment 9                                                  107
             Attachment 10                                                 10
             Attachment 11                                                 11
             Amendment to add NC ordered rates                             11
             TOTAL                                                         473

          2. In the event that  Talk.com  consists  of two (2) or more  separate
entities as set forth in the preamble to this Agreement, all such entities shall
be jointly and  severally  liable for the  obligations  of  Talk.com  under this
Agreement.

<PAGE>


          3. The term of this Agreement  shall be from the effective date as set
forth  above and  shall  expire as set  forth in  section  2 of the  Access  One
Interconnection  Agreement.  For the purposes of determining the expiration date
of this  Agreement  pursuant  to  section 2 of the  Access  One  Interconnection
Agreement, the effective date shall be February 17, 2000.

          4. Talk.com shall accept and  incorporate any amendments to the Access
One  Interconnection  Agreement  executed  as a result  of any  final  judicial,
regulatory, or legislative action.

          5. Every notice,  consent,  approval, or other communications required
or  contemplated by this Agreement shall be in writing and shall be delivered in
person or given by postage prepaid mail, address to:

                        BELLSOUTH TELECOMMUNICATIONS, INC.

                        CLEC Account Team
                        9th Floor
                        600 North 19th Street
                        Birmingham, Alabama 35203

                        and

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

                        TALK.COM HOLDING CORP.

                        Attn: Kevin Weltens
                        12020 Sunrise Valley Drive
                        Suite 250
                        Reston, VA 20191
                        Phone: 703-391-7534
                        FAX: 703-391-7525

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

IN WITNESS  WHEREOF,  the Parties have  executed  this  Agreement  through their
authorized representatives.

BELLSOUTH TELECOMMUNICATIONS, INC.                   TALK.COM HOLDING CORP.

        /s/                                                  /s/
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Signature                                            Signature


     Jerry Hendrix                                        George Vinall
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Name                                                 Name


      Senior Director                                 EVP, Business Development
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Title                                                Title


       May 22, 2000                                          May 15, 2000
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Date                                                 Date