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                                RESALE AGREEMENT
                                 (West Virginia)

                                     PREFACE

                  THIS RESALE AGREEMENT (this "Agreement") is made effective as
of August 6, 1999 (the "Effective Date") by and between Essential.Com, Inc.
("Reseller"), a Delaware corporation, with offices at Three Burlington Woods
Drive, Burlington, MA 01803, and Bell Atlantic - West Virginia, Inc. ("Bell
Atlantic"), a West Virginia corporation, with offices at 1500 MacCorkle Avenue,
S.E., Suite 500, Charleston, West Virginia 25314.

                  WHEREAS, pursuant to Section 251(c)(4) of the Act, 47 U.S.C.
Section 251(c)(4), Reseller wishes to purchase Bell Atlantic Retail
Telecommunications Services from Bell Atlantic for resale by Reseller as a
Telecommunications Carrier providing Telecommunications Services in the State of
West Virginia; and

                  WHEREAS, Bell Atlantic is willing to provide such Bell
Atlantic Retail Telecommunications Services in accordance with this Agreement.

                  NOW THEREFORE, in consideration of the mutual promises set
forth in this Agreement, Reseller and Bell Atlantic, each on behalf of itself
and its respective successors and assigns, agree as follows:

1.       DEFINITIONS

         1.1      As used in the Principal Document, the terms listed below
         shall have the meanings stated below:

         1.1.1    "Act" means the Communications Act of 1934, 47 U.S.C.
         Section 151, ET SEQ., as amended from time-to-time.

         1.1.2    "Agent" means agent or servant.

         1.1.3    "Applicable Law" means all applicable laws and government
         regulations and orders.

         1.1.4    "Bell Atlantic Ancillary Service" means any service offered by
         Bell Atlantic to Reseller in Exhibit 1.

         1.1.5    "Bell Atlantic Retail Telecommunications Service' means any
         Telecommunications Service that bell atlantic provides at retail to
         subscribers who are not Telecommunications Carriers. The term "Bell
         Atlantic Retail Telecommunications Service!" does not include any
         exchange access service (as defined in Section 3(16) of the act, 47
         U.S.C. section 153(16)) provided by Bell Atlantic.

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         1.1.6    "Bell Atlantic Service" means and includes any Bell Atlantic
         Retail Telecommunications Service and any Bell Atlantic Ancillary
         Service.

         1.1.7    "Bell Atlantic's Affiliates" means any corporations,
         partnerships or other persons who control, are controlled by, or are
         under common control with, Bell Atlantic.

         1.1.8    "Bell Atlantic's Tariffs" and "Bell Atlantic Tariff" mean and
         include:

                           (a) Bell Atlantic's effective Federal and state
         tariffs, as amended by Bell Atlantic' from time-to-time; and,

                           (b) to the extent Bell Atlantic Services are not
         subject to Bell Atlantic tariffs, any standard agreements and other
         documents, as amended by Bell Atlantic from time-to-time, that set
         forth the generally available terms, conditions and prices under which
         Bell Atlantic offers such Bell Atlantic Services.

                           The terms "Bell Atlantic's Tariffs" and "Bell
         Atlantic Tariff" do not include Bell Atlantic's "Statement of Generally
         Available Terms and Conditions for Interconnection, Unbundled Network
         Elements, Ancillary Services and Resale of Telecommunications Services"
         which has been approved by the Commission pursuant to Section 252(f) of
         the Act, 47 U.S.C. Section 252(f).

         1.1.9    "Commission" means the West Virginia Public Service
         Commission.

         1.1.10   "Contract Period", as used in Section 1.1.25 and Section 6.2,
         means a stated period or minimum period of time for which Reseller is
         required by this Agreement to subscribe to, use and/or pay for a Bell
         Atlantic Service.

         1.1.11   "Customer" means and includes customers, subscribers and
         patrons, of a Party, purchasers and users of Telecommunications
         Services (including, but not limited to, resold Bell Atlantic Retail
         Telecommunications Services) provided by a Party, and purchasers and
         users of other services and products provided by a Party. The term
         "Customer" does not include a Party.

         1.1.12   "Bell Atlantic Customer" means a Customer of Bell Atlantic.

         1.1.13   "Customer Information" means CPNI of a Customer and any other
         nonpublic, individually identifiable information about a Customer or
         the purchase by a Customer of the services or products of a Party.

         1.1.14   "Customer Proprietary Network Information" ("CPNI") means
         "Customer Proprietary Network Information" as defined in Section 222 of
         the Act, 47 U.S.C. Section 222.

         1.1.15   "Effective Date" means the date first above written.


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         1.1.16   "Jurisdiction" means the State of West Virginia.

         1.1.17   "Operator Services" means: (a) services accessed by dialing
         411, 555-1212, 1-555-1212, 0+ local, O+ intraLATA, and, 0-; and, (b)
         any other automated or live operator or directory assistance service.

         1.1.18   "Order" means an order or application.

         1.1.19   "Principal Document" means this document, including the
         Preface, Sections 1 through 39, the signature page, Exhibit I, Exhibit
         II, and Exhibit II, Attachment 1.

         1.1.20   "Reseller Customer" means a Customer of Reseller.

         1.1.21   "Retail Prices" means the prices at which Bell Atlantic Retail
         Telecommunications Services are provided by Bell Atlantic at retail to
         subscribers who are not Telecommunications Carriers.

         1.1.22   "Telecommunications Carrier" means "Telecommunications
         Carrier" as defined in Section 3(44) of the Act, 47 U.S.C. Section
         153(44).


         1.1.23   "Telecommunications Service" means "Telecommunications
         Service" as defined in Section 3(46) of the Act, 47 U.S.C. Section
         153(46).

         1.1.24   "Telephone Exchange Service" means "Telephone Exchange
         Service" as defined in Section 3(47) of the Act, 47 U.S.C. Section
         153(47).

         1.1.25   "Termination Date Bell Atlantic Service" means: (a) any Bell
         Atlantic Service being provided by Bell Atlantic under this Agreement
         at the time of termination of this Agreement, that at the time of
         termination of this Agreement is subject to a Contract Period which is
         greater than one (1) month; and, (b) any Bell Atlantic Service
         requested by Reseller under this Agreement in an Order accepted by Bell
         Atlantic prior to termination of this Agreement but not yet being
         provided by Bell Atlantic at the time of termination of this Agreement,
         that is subject to an initial Contract Period which is greater than one
         (1) month.

         1.2      Unless the context clearly indicates otherwise, any defined
         term which is defined or used in the singular shall include the plural,
         and any defined term which is defined or used in the plural shall
         include the singular.

2.       THE AGREEMENT

         2.1      This Agreement includes: (a) the Principal Document; (b) Bell
         Atlantic's Tariffs (which Bell Atlantic Tariffs are incorporated into
         this Agreement by reference and made a part hereof); and, (c) a
         Reseller Order to provide, change or terminate a Bell Atlantic Service,
         which has been accepted by Bell Atlantic (including, but not limited
         to,


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         any Order which includes a commitment to purchase a stated number or
         minimum number of lines or other Bell Atlantic Services, or a
         commitment to purchase lines or other Bell Atlantic Services for a
         stated period or minimum period of time).

         2.2      Conflicts among terms in the Principal Document, Bell
         Atlantic's Tariffs, and a Reseller Order which has been accepted by
         Bell Atlantic, shall be resolved in accordance with the following order
         of precedence, where the document identified in subsection "(a)" shall
         have the highest precedence: (a) the Principal Document; (b) Bell
         Atlantic's Tariffs; and, (c) a Reseller Order which has been accepted
         by Bell Atlantic. The fact that a term appears in the Principal
         Document but not in a Bell Atlantic Tariff, or in a Bell Atlantic
         Tariff but not in the Principal Document, shall not be interpreted as,
         or deemed grounds for finding, a conflict for the purposes of this
         Section 2.2.

         2.3      This Agreement (including the Principal Document, Bell
         Atlantic's Tariffs, and Reseller Orders which have been accepted by
         Bell Atlantic), constitutes the entire agreement between the Parties on
         the subject matter hereof, and supersedes any prior or contemporaneous
         agreement, understanding, or representation on the subject matter
         hereof. Except as otherwise provided in the Principal Document, the
         terms in the Principal Document may not be waived or modified except by
         a written document which is signed by the Parties. Subject to the
         requirements of Applicable Law, Bell Atlantic shall have the right to
         add, modify, or withdraw, a Bell Atlantic Tariff at any time, without
         the consent of, or notice to, Reseller.

         2.4      A failure or delay of either Party to enforce any of the
         provisions of this Agreement, or any fight or remedy available under
         this Agreement or at law or in equity, or to require performance of any
         of the provisions of this Agreement, or to exercise any option provided
         under this Agreement, shall in no way be construed to be a waiver of
         such provisions, fights, remedies, or options.

3.       BELL ATLANTIC SERVICES

         3.1      During the term of this Agreement, Reseller, pursuant to
         Section 25 1 (c)(4) of the Act, 47 U.S.C. Section 251(cX4), may submit
         Orders to Bell Atlantic requesting Bell Atlantic to provide Bell
         Atlantic Retail Telecommunications Services for resale by Reseller as a
         Telecommunications Carrier providing Telecommunications Services.

         3.2      During the term of this Agreement, Reseller may submit Orders
         to Bell Atlantic requesting Bell Atlantic to provide Bell Atlantic
         Ancillary Services for use by Reseller as a Telecommunications Carrier
         providing Telecommunications Services.

         3.3      Bell Atlantic may require that Reseller's Orders requesting
         Bell Atlantic to provide Bell Atlantic Services be in writing on forms
         specified by Bell Atlantic or in an electronic form specified by Bell
         Atlantic.

         3.4      Upon receipt and acceptance by Bell Atlantic of a Reseller
         Order requesting Bell Atlantic to provide a Bell Atlantic Service, Bell
         Atlantic shall provide,


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         and Reseller shall subscribe to, use and pay for, the Bell Atlantic
         Service, in accordance with this Agreement.

         3.5      Bell Atlantic Retail Telecommunications Services may be
         purchased by Reseller under this Agreement only for the purpose of
         resale by Reseller as a Telecommunications Carrier providing
         Telecommunications Services, pursuant to Section 251(c)(4) of the Act,
         47 U.S.C. Section 251(c)(4). Bell Atlantic Retail Telecommunications
         Services to be purchased by Reseller for other purposes (including, but
         not limited to, Reseller's own use) must be purchased by Reseller
         pursuant to separate written agreements, including, but not limited
         to, applicable Bell Atlantic Tariffs. Reseller warrants and agrees
         that Reseller will purchase Bell Atlantic Retail Telecommunications
         Services from Bell Atlantic under this Agreement only for the purpose
         of resale by Reseller as a Telecommunications Carrier providing
         Telecommunications Services, pursuant to Section 251(c)(4) of the Act,
         47 U.S.C. Section 251 (c)(4).

         3.6      Bell Atlantic Ancillary Services may be purchased by Reseller
         under this Agreement only for use by Reseller as a Telecommunications
         Carrier providing Telecommunications Services. Bell Atlantic Ancillary
         Services to be purchased by Reseller for other purposes must be
         purchased by Reseller pursuant to separate written agreements,
         including, but not limited to, applicable Bell Atlantic Tariffs.
         Reseller warrants and agrees that Reseller will purchase Bell Atlantic
         Ancillary Services from Bell Atlantic under this Agreement only for use
         by Reseller as a Telecommunications Carrier providing
         Telecommunications Services.

         3.7      Subject to the requirements of Applicable Law, Bell Atlantic
         shall have the right to add, modify, grandfather, discontinue or
         terminate Bell Atlantic Services at any time, without the consent of
         Reseller.

4.       PRICES

         4.1      Reseller shall pay Bell Atlantic for Bell Atlantic Services
         at the prices stated in this Agreement, including, but not limited to,
         in Exhibit II, Attachment 1.

         4.2      If, prior to establishment of a Bell Atlantic Service,
         Reseller cancels or changes its Order for the Bell Atlantic Service,
         Reseller shall reimburse Bell Atlantic for the costs associated with
         such cancellation or changes as required by this Agreement (including,
         but not limited to, Bell Atlantic's Tariffs).

         4.3      Upon request by Bell Atlantic, Reseller shall provide to Bell
         Atlantic adequate assurance of payment of charges due to Bell Atlantic.
         Assurance of payment of charges may be requested by Bell Atlantic: (a)
         if Reseller, in Bell Atlantic's reasonable judgment, at the Effective
         Date or at any time thereafter, is unable to show itself to be
         creditworthy; (b) if Reseller, in Bell Atlantic's reasonable judgment,
         at the effective date or at any time thereafter, is not creditworthy;
         or, (c) if Reseller fails to timely pay a bill rendered to Reseller by
         Bell Atlantic. Unless otherwise agreed by the parties, the


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         assurance of payment shall be in the form of a cash deposit and shall
         be in an amount equal to the charges for Bell Atlantic Services that
         Reseller may reasonably be expected to incur during a period of two (2)
         months. Bell Atlantic may at any time use the deposit or other
         assurance of payment to pay amounts due from Reseller.

5.       BILLING AND PAYMENT

         5.1      Except as otherwise permitted or required by this Agreement,
         or agreed in writing by the Parties, Bell Atlantic shall render bills
         to Reseller monthly. Except as otherwise agreed in writing by the
         Parties, Bell Atlantic will render bills to Reseller in a paper form.

         5.2      Reseller shall pay Bell Atlantic's bills in immediately
         available U.S. funds. Except as otherwise agreed in writing by the
         Parties, payments shall be transmitted by electronic funds transfer.

         5.3      Payment of charges shall be due by the due date stated on Bell
         Atlantic's bills. Except as otherwise required by Bell Atlantic's
         Tariffs or agreed in writing by the Parties, the due date shall not be
         sooner than twenty (20) days after the date the bill is received by
         Reseller.

         5.4      Charges which are not paid by the due date stated on Bell
         Atlantic's bill shall be subject to a late payment charge. The late
         payment charge shall be in an amount specified by Bell Atlantic, which
         shall not exceed a rate of one-and-one-half percent (1.5%) of the
         over-due amount (including any unpaid, previously billed late payment
         charges) per month.

         5.5      Reseller acknowledges and agrees that:

         5.5.1    During the term of this Agreement, Bell Atlantic will be
         engaged in developing and deploying new or modified forms of bills for
         Telecommunications Carriers who are engaged in the resale of Bell
         Atlantic Retail Telecommunications Services and new or modified systems
         and methods for computing and rendering such bills.

         5.5.2    Prior to the completion of deployment of such new or modified
         forms of bills and such new or modified systems and methods for
         computing and rendering bills, Bell Atlantic's form of bill and systems
         and methods for computing and rendering bills may be subject to
         limitations and restrictions, including, but not limited to, the
         limitations stated in Section 5.5.3, below, the inability to provide
         Reseller with a single, consolidated bill for all Bell Atlantic
         Services purchased by Reseller, and the unavailability of bills and
         billing information in an electronic form (e.g., bills may be rendered
         in a paper form).

         5.5.3    Prior to the completion of deployment of the new or modified
         forms of bills and the new or modified systems and methods for
         computing and rendering bills,


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         Bell Atlantic may apply the discount identified in Exhibit II, Section
         1.1, in a manner (including, but not limited to, in a
         "bottom-of-the-bill" format) that results in the Exhibit II, Section
         1.1 discount being applied to charges stated in the bill (including,
         but not limited to, Subscriber Line Charges, Federal Line Cost Charges,
         end user common line charges, carrier selection and change charges,
         Audiotex Service charges, and charges for services which are not Bell
         Atlantic Retail Telecommunications Services) which are not subject to
         the Exhibit II, Section 1.1 discount. Bell Atlantic will implement a
         "true-up" process and within six (6) months after the due date of each
         monthly bill, issue to Reseller a "true-up" bill for amounts which were
         not collected from Reseller under the monthly bill because of the
         application of the Exhibit II, Section 1.1 discount to charges which
         are not subject to the Exhibit II, Section 1.1 discount. The "true-up"
         bill may be issued as a part of or an entry on a monthly bill, as a
         bill separate from a monthly bill, or in such other form as Bell
         Atlantic may determine.

         5.6      Although it is the intent of Bell Atlantic to submit timely
         and accurate bills, failure by Bell Atlantic to present bills
         (including, but not limited to, monthly bills and "true-up" bills) to
         Reseller in a timely or accurate manner shall not constitute a breach
         or default of this Agreement, or a waiver of a right of payment of the
         incurred charges, by Bell Atlantic. Reseller shall not be entitled to
         dispute charges for Bell Atlantic Services provided by Bell Atlantic
         based on Bell Atlantic's failure to submit a bill for the charges in a
         timely fashion.

6.       TERM

         6.1      The term of this Agreement shall commence on the Effective
         Date, and, except as otherwise provided in this Agreement, shall remain
         in effect through August 5, 2000 (the "Initial Term Ending Date").
         After the Initial Term Ending Date, this Agreement shall continue in
         force and effect unless and until terminated as provided in this
         Agreement. Following the Initial Term Ending Date, either Party may
         terminate this Agreement by providing written notice of termination to
         the other Party, such written notice to be provided at least ninety
         (90) days in advance of the date of termination.

         6.2      Following termination of this Agreement pursuant to Section
         6.1, this Agreement, as amended from time to time, shall remain in
         effect as to any Termination Date Bell Atlantic Service for the
         remainder of the Contract Period applicable to such Termination Date
         Bell Atlantic Service at the time of the termination of this
         Agreement. If a Termination Date Bell Atlantic Service is terminated
         prior to the expiration of the Contract Period applicable to such
         Termination Date Bell Atlantic Service, Reseller shall pay any
         termination charge provided for in this Agreement.

7.       SERVICE INSTALLATION AND MAINTENANCE

                  Reseller shall comply with Bell Atlantic's processes and
         procedures (including, but not limited to, requirements by Bell
         Atlantic that reseller use Bell Atlantic OSS Services) for the
         communication to Bell Atlantic of (a) Reseller's orders to provide,
         change or terminate, Bell Atlantic Services, and (b) Reseller's
         requests for


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         information about, assistance in using, or repair or maintenance of,
         Bell Atlantic Services. Bell Atlantic may, from time-to-time, upon
         notice to Reseller, change these processes and procedures.

8.       ASSIGNMENT

         8.1      Reseller shall not assign this Agreement or any right or
         interest under this Agreement, nor delegate any obligation under this
         Agreement, without the prior written approval of Bell Atlantic, which
         approval shall not be unreasonably withheld, conditioned or delayed.
         Any attempted assignment or delegation in contravention of the
         foregoing shall be void and ineffective.

         8.2      Bell Atlantic may, without the consent of Reseller, assign
         this Agreement or any right or interest under this Agreement, and/or
         delegate any obligation under this Agreement, to any of Bell Atlantic's
         Affiliates, or to a person with which Bell Atlantic merges or which
         acquires substantially all of Bell Atlantic's assets.

9.       AVAILABILITY OF SERVICE

         9.1      Subject to the requirements of Applicable Law, Bell Atlantic
         shall be obligated to provide Bell Atlantic Services to Reseller under
         this Agreement only where Bell Atlantic is able, without unreasonable
         expense (as determined by Bell Atlantic in its reasonable judgment),
         (a) to obtain, retain, install and maintain suitable facilities for the
         provision of such Bell Atlantic Services, and (b) to obtain, retain and
         maintain suitable rights for the provision of such Bell Atlantic
         Services.

         9.2      Bell Atlantic's obligation to provide a Bell Atlantic Retail
         Telecommunications Service to Reseller under this Agreement shall be
         limited to providing the Bell Atlantic Retail Telecommunications
         Service to Reseller where, and to the same extent, that Bell Atlantic
         provides such Bell Atlantic Retail Telecommunications Service to Bell
         Atlantic's own end user retail Customers.

10.      BRANDING

         10.1     Except as stated in Section 10.2, in providing Bell Atlantic
         Services to Reseller, Bell Atlantic shall have the right, but not the
         obligation, to identify the Bell Atlantic Services with Bell Atlantic's
         trade names, trademarks and service marks. Any such identification of
         the Bell Atlantic Services shall not constitute the grant of a license
         or other right to Reseller to use Bell Atlantic's trade names, trade
         marks or service marks.

         10.2     To the extent required by Applicable Law, upon request by
         Reseller and at prices, terms and conditions to be negotiated by
         Reseller and Bell Atlantic, Bell Atlantic shall provide Bell Atlantic
         Retail Telecommunications Services that are identified by Reseller's
         trade name, or that are not identified by trade name, trademark or
         service mark.


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11.      CHOICE OF LAW

         11.1     The construction, interpretation and performance of this
         Agreement shall be governed by the laws of the United States of America
         and the laws of Jurisdiction (without regard to Jurisdiction's
         conflicts of laws rules). All disputes relating to this Agreement shall
         be resolved through the application of such laws.

         11.2     Reseller agrees to submit to the jurisdiction of any court,
         commission or other governmental entity in which a claim, suit-or
         proceeding which arises out of or in connection with this Agreement or
         Bell Atlantic Services provided under this Agreement and in which Bell
         Atlantic is a party, is brought.

12.      COMPLIANCE WITH APPLICABLE LAW

         12.1     Each Party shall in its performance of this Agreement comply
         with Applicable Law, including, but not limited to, all applicable
         regulations and orders of the Commission and the Federal Communications
         Commission (hereinafter the "FCC").

         12.2     Reseller shall in providing Bell Atlantic Retail
         Telecommunications Services to Reseller Customers comply with
         Applicable Law, including, but not limited to, all applicable
         regulations and orders of the Commission and the FCC.

13.      CONFIDENTIAL INFORMATION

         13.1     For the purposes of this Section 13, "Confidential
         Information" means the following information disclosed by one Party
         ("Discloser") to the other Party ("Recipient") in connection with this
         Agreement:

                           (a)      Customer Information related to a Reseller
         Customer which is disclosed by Reseller to Bell Atlantic (except to the
         extent that (i) the Customer Information is subject to publication in-
         a directory, (ii) the Customer Information is subject to disclosure
         through an Operator Service or other Telecommunications Service, or in
         the course of furnishing Telecommunications Services, or (iii) the
         Reseller Customer to whom the Customer Information is related, in the
         manner required by Applicable Law, has given Bell Atlantic permission
         to use and/or disclose the Customer Information);

                           (b)      Customer Information related to a Bell
         Atlantic Customer which is disclosed by Bell Atlantic to Reseller
         (except to the extent that the Bell Atlantic Customer to whom the
         Customer Information is related, in the manner required by Applicable
         Law, has given Reseller permission to use and/or disclose the Customer
         Information);

                           (c)      Information related to specific Bell
         Atlantic facilities and equipment (including, but not limited to,
         cable-and-pair information) which is disclosed by Bell Atlantic to
         Reseller; and


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                           (d)      Any other information which is identified by
         the Discloser as Confidential Information in accordance with Section
         13.2.

         13.2     All information which is to be treated as Confidential
         Information under Section 13.1 (d) shall:

                           (a)      if in written, graphic, electromagnetic, or
         other tangible form, be marked as "Confidential" or "Proprietary"; and

                           (b)      if oral, (i) be identified by the Discloser
         at the time of disclosure to be "Confidential" or "Proprietary", and
         (ii) be set forth in a written summary which identifies the information
         as "Confidential" or "Proprietary" and is delivered by the Discloser to
         the Recipient within ten (10) days after the oral disclosure.

                           Each Party shall have the right to correct an
         inadvertent failure to identify information as Confidential Information
         pursuant to Section 13.1(d) by giving written notification within
         thirty (30) days after the information is disclosed. The Recipient
         shall, from that time forward, treat such information as Confidential
         Information.

                           Notwithstanding any other provision of this
         Agreement, a Party shall have the right to refuse to accept receipt of
         information which the other Party has identified as Confidential
         Information pursuant to Section 13.1 (d).

         13.3     In addition to any requirements imposed by law, including,
         but not limited to, 47 U.S.C. Section 222, for a period of five years
         from the receipt of Confidential Information from the Discloser, except
         as otherwise specified in this Agreement, the Recipient agrees:

                           (a)      to use the Confidential Information only for
         the purpose of performing under this Agreement;

                           (b)      using the same degree of care that it uses
         with similar confidential information of its own, to hold the
         Confidential Information in confidence and restrict disclosure of the
         Confidential Information solely to the Recipient's Affiliates, and the
         directors, officers and employees of the Recipient and the Recipient's
         Affiliates, having a need to know the Confidential Information for the
         purpose of performing under this Agreement. The Recipient's Affiliates
         and the directors, officers and employees of the Recipient and the
         Recipient's Affiliates, shall be required by the Recipient to comply
         with the provisions of this Section 13 in the same manner as the
         Recipient. The Recipient shall be liable for any failure of the
         Recipient's Affiliates and the directors, officers and employees of the
         Recipient and the Recipient's Affiliates, to comply with the provisions
         of this Section 13.

         13.4     If the Recipient wishes to disclose the Discloser's
         Confidential Information to a third party Agent or contractor, such
         disclosure must be mutually agreed


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         to in writing by the Parties to this Agreement, and the Agent or
         contractor must have executed a written agreement of non-disclosure and
         non-use comparable in scope to the terms of this Section 13.

         13.5     The Recipient may make copies of Confidential Information only
         as reasonably necessary to perform its obligations under this
         Agreement. All such copies shall bear the same copyright and
         proprietary rights notices as are contained on the original.

         13.6     The Recipient shall return or destroy all Confidential
         Information received from the Discloser, including any copies made by
         the Recipient, within thirty (30) days after a written request by the
         Discloser is delivered to the Recipient, except for (a) Confidential
         Information that the Recipient reasonably requires to perform its
         obligations under this Agreement, and (b) Customer Information related
         to a Reseller Customer that is to be treated by Bell Atlantic as
         Confidential Information pursuant to Section 13.1(a). If the Recipient
         loses or makes an unauthorized disclosure of the Discloser's
         Confidential Information, it shall notify the Discloser immediately and
         use reasonable efforts to retrieve the lost or improperly disclosed
         information.

         13.7     The requirements of this Section 13 shall not apply to
         Confidential Information:

                  (a)      which was in the possession of the Recipient free of
         restriction prior to its receipt from the Discloser;

                           (b)      after it becomes publicly known or available
         through no breach of this Agreement by the Recipient, the Recipient's
         Affiliates, or the directors, officers, employees, Agents, or
         contractors, of the Recipient or the Recipient's Affiliates;

                           (c)      after it is rightfully acquired by the
         Recipient free of restrictions on its disclosure;

                           (d)      after it is independently developed by the
         Recipient; or

                           (e)      to the extent the disclosure is required by
         Applicable Law, a court, or governmental agency; provided, the
         Discloser has been notified of the required disclosure promptly after
         the Recipient becomes aware of the required disclosure, the Recipient
         undertakes reasonable lawful measures to avoid disclosing the
         Confidential Information until the Discloser has had reasonable time to
         seek a protective order, and the Recipient complies with any protective
         order that covers the Confidential Information to be disclosed.

         13.8     Each Party's obligations to safeguard Confidential Information
         disclosed prior to expiration, cancellation or termination of this
         Agreement shall survive such expiration, cancellation or termination.


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         13.9     Confidential Information shall remain the property of the
         Discloser, and the Discloser shall retain all of the Discloser's right,
         title and interest in any Confidential Information disclosed by the
         Discloser to the Recipient. Except as otherwise expressly provided
         elsewhere in this Agreement, no license is granted by this Agreement
         with respect to any Confidential Information (including, but not
         limited to, under any patent, trademark, or copyright), nor is any such
         license to be implied, solely by virtue of the disclosure of any
         Confidential Information.

         13.10    Each Party agrees that the Discloser would be irreparably
         injured by a breach of this Section 13 by the Recipient, the
         Recipient's Affiliates, or the directors, officers, employees, Agents
         or contractors of the Recipient or the Recipient's Affiliates, and that
         the Discloser shall be entitled to seek equitable relief, including
         injunctive relief and specific performance, in the event of any breach
         of the provisions of this Section 13. Such remedies shall not be deemed
         to be the exclusive remedies for a breach of this Section 13, but shall
         be in addition to any other remedies available under this Agreement or
         at law or in equity.

         13.11    The provisions of this Section 13 shall be in addition to and
         not in derogation of any provisions of Applicable Law, including, but
         not limited to, 47 U.S.C. Section 222, and are not intended to
         constitute a waiver by a Party of any right with regard to protection
         of the confidentiality of information of the Party or its Customers
         provided by Applicable Law. In the event of a conflict between a
         provision of this Section 13 and a provision of Applicable Law, the
         provision of Applicable Law shall prevail.

14.      CONTINGENCIES

                           Neither Party shall be liable for any delay or
         failure in performance by it which results from strikes, labor
         slowdowns, or other labor disputes, fires, explosions, floods,
         earthquakes, volcanic action, delays in obtaining or inability to
         obtain necessary services, facilities, equipment, parts or repairs
         thereof, power failures, embargoes, boycotts, unusually severe weather
         conditions, revolution, riots or other civil disturbances, war or acts
         of the public enemy, acts of God, or causes beyond the Party's
         reasonable control.

15.      COUNTERPARTS

                           This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original and all of
         which shall together constitute one and the same instrument.

16.      CUSTOMER INFORMATION

         16.1     Without in any way limiting Section 12, each Party shall
         comply with Applicable Law with regard to Customer Information,
         including, but not limited to, 47 U.S.C. Section 222 and the FCC rules
         in 47 CFR Section 64.2001 - Section 64.2009.


                                       12
<PAGE>



         16.2     A Party ("Accessing Party") shall not access (including, but
         not limited to, in the case of Reseller, through Bell Atlantic OSS
         Services), use or disclose Customer Information made available to the
         Accessing Party by the other Party pursuant to this Agreement unless
         the Accessing Party, in the manner required by Applicable Law, has
         obtained any Customer authorization for such access, use and/or
         disclosure required by Applicable Law. By accessing, using or
         disclosing Customer Information made available to the Accessing Party
         by the other Party pursuant to this Agreement, the Accessing Party
         represents and warrants that the Accessing Party has obtained, in the
         manner required by Applicable Law, any Customer authorization for such
         action required by Applicable Law. The Accessing Party shall upon
         request by the other Party provide proof of such authorization
         (including, a copy of any written authorization).

         16.3     Bell Atlantic shall have the right (but not the obligation) to
         audit Reseller to ascertain whether Reseller is complying with the
         requirements of Applicable Law and this Agreement, with regard to
         Reseller's access to, and use and disclosure of, Customer Information
         which is made available to Reseller by Bell Atlantic pursuant to this
         Agreement.

         16.4     In addition to Bell Atlantic's audit rights under Section
         16.3, Bell Atlantic shall have the right (but not the obligation) to
         monitor Reseller's access to and use of Customer Information which is
         made available by Bell Atlantic to Reseller pursuant to this Agreement,
         to ascertain whether Reseller is complying with the requirements of
         Applicable Law and this Agreement, with regard to Reseller's access to,
         and use and disclosure of, such Customer Information. The foregoing
         right shall include, but not be limited to, the right (but not the
         obligation) to electronically monitor Reseller's access to and use of
         Customer Information which is made available by Bell Atlantic to
         Reseller pursuant to this Agreement through Bell Atlantic OSS
         Facilities or other electronic interfaces or gateways.

         16.5     Information obtained by Bell Atlantic pursuant to Section 16.3
         or Section 16.4 shall be treated by Bell Atlantic as Confidential
         Information of Reseller pursuant to Section 13; provided that, Bell
         Atlantic shall have the right (but not the obligation) to use and
         disclose information obtained by Bell Atlantic pursuant to this Section
         16 to enforce Applicable Law and/or Bell Atlantic's rights under this
         Agreement.

17.      DEFAULT

         17.1     If Reseller materially breaches a material provision of this
         Agreement (other than an obligation to make payment of any amount
         billed under this Agreement), and such breach continues for more than
         thirty (30) days after written notice thereof from Bell Atlantic, then,
         except as otherwise required by Applicable Law, Bell Atlantic shall
         have the right, upon notice to Reseller, to terminate or suspend this
         Agreement and/or provision of Bell Atlantic Services, in whole or in
         part.

         17.2.1   If Reseller fails to make a payment of any amount billed under
         this Agreement by the due date stated on the bill and such failure
         continues for more than


                                       13
<PAGE>



         thirty (30) days after written notice thereof from Bell Atlantic, then,
         except as provided in Section 17.2.2, below, or as otherwise required
         by Applicable Law, Bell Atlantic shall have the right, upon notice to
         Reseller, to terminate or suspend this Agreement and/or provision of
         Bell Atlantic Services, in whole or in part.

         17.2.2   If a good faith dispute arises between the Parties concerning
         the obligation of Reseller to make payment of an amount billed under
         this Agreement, the failure to pay the amount in dispute shall not
         constitute cause for termination or suspension of this Agreement or
         provision of Bell Atlantic Services, if, within thirty (30) days of the
         date that Bell Atlantic gives Reseller written notice of the failure to
         pay the amount in dispute, Reseller (a) gives Bell Atlantic written
         notice of the dispute stating the basis of the dispute, and (b)
         furnishes to Bell Atlantic an irrevocable letter of credit in a form
         acceptable to Bell Atlantic or other security arrangement acceptable to
         Bell Atlantic, guaranteeing payment to Bell Atlantic of any portion of
         the disputed amount (including the whole of the disputed amount) which
         is thereafter agreed by Bell Atlantic and Reseller, or determined by a
         court or other governmental entity of appropriate jurisdiction, to be
         due to Bell Atlantic. The existence of such a dispute shall not relieve
         Reseller of its obligations to pay any undisputed amount which is due
         to Bell Atlantic and to otherwise comply with this Agreement.

18.      FACILITIES

         18.1     Bell Atlantic or its suppliers shall retain all right, title
         and interest in, and ownership of, all facilities, equipment, software,
         information, and wiring, used to provide Bell Atlantic Services. Bell
         Atlantic shall have access at all reasonable times to Reseller and
         Reseller Customer locations for the purpose of installing, inspecting,
         maintaining, repairing, and removing, facilities, equipment, software,
         and wiring, used to provide the Bell Atlantic Services. Reseller shall,
         at Reseller's expense, obtain any rights and authorizations necessary
         for such access.

         18.2     Except as otherwise agreed to in writing by Bell Atlantic,
         Bell Atlantic shall not be responsible for the installation,
         inspection, repair, maintenance, or removal, of facilities, equipment,
         software, or wiring, provided by Reseller or Reseller Customers for use
         with Bell Atlantic Services.

19.      INTELLECTUAL PROPERTY

                           Except as expressly stated in this Agreement, nothing
         contained within this Agreement shall be construed as the grant of a
         license, either express or implied, with respect to any patent,
         copyright, trade name, trade mark, service mark, trade secret, or other
         proprietary interest or intellectual property, now or hereafter owned,
         controlled or licensable by either Party.


                                       14
<PAGE>

20.      JOINT WORK PRODUCT

                           The Principal Document is the joint work product of
         the representatives of the Parties. For convenience, the Principal
         Document has been drafted in final form by Bell Atlantic. Accordingly,
         in the event of ambiguities, no inferences shall be drawn against
         either Party solely on the basis of authorship of the Principal
         Document.

21.      LIABILITY

         21.1.1   AS USED IN THIS SECTION 21, "OTHER BELL ATLANTIC PERSONS"
         MEANS BELL ATLANTIC'S AFFILIATES, AND THE DIRECTORS, OFFICERS,
         EMPLOYEES, AGENTS AND CONTRACTORS, OF BELL ATLANTIC AND BELL ATLANTIC'S
         AFFILIATES.

         21.1.2   AS USED IN THIS SECTION 21, "BELL ATLANTIC SERVICE FAILURE"
         MEANS AND INCLUDES ANY FAILURE TO INSTALL, RESTORE, PROVIDE OR
         TERMINATE A BELL ATLANTIC SERVICE, AND ANY MISTAKE, OMISSION,
         INTERRUPTION, DELAY, ERROR, DEFECT, FAULT, FAILURE, OR DEFICIENCY, IN A
         BELL ATLANTIC SERVICE.

         21.2     THE LIABILITY, IF ANY, OF BELL ATLANTIC AND OTHER BELL
         ATLANTIC PERSONS, TO RESELLER, RESELLER CUSTOMERS AND/OR ANY OTHER
         PERSON, FOR ANY CLAIM, LOSS OR DAMAGES ARISING OUT OF OR IN CONNECTION
         WITH A BELL ATLANTIC SERVICE FAILURE, SHALL BE LIMITED AND/OR EXCLUDED
         AS SET FORTH IN BELL ATLANTIC'S TARIFFS.

         21.3.1   TO THE EXTENT THE BELL ATLANTIC TARIFFS APPLICABLE TO A BELL
         ATLANTIC SERVICE DO NOT CONTAIN A PROVISION WHICH LIMITS OR EXCLUDES
         THE LIABILITY OF BELL ATLANTIC AND/OR OTHER BELL ATLANTIC PERSONS TO
         RESELLER, RESELLER CUSTOMERS AND/OR ANY OTHER PERSON, FOR ANY CLAIM,
         LOSS OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH A BELL ATLANTIC
         SERVICE FAILURE, SECTION 21.3.3 SHALL APPLY.

         21.3.2   TO THE EXTENT A BELL ATLANTIC SERVICE IS NOT SUBJECT TO A BELL
         ATLANTIC TARIFF, SECTION 21.3.3 SHALL APPLY.

         21.3.3   THE LIABILITY, IF ANY, OF BELL ATLANTIC AND OTHER BELL
         ATLANTIC PERSONS, TO RESELLER, RESELLER CUSTOMERS AND/OR ANY OTHER
         PERSON, FOR ANY CLAIM, LOSS OR DAMAGES ARISING OUT OF OR IN CONNECTION
         WITH A BELL ATLANTIC SERVICE FAILURE, SHALL BE LIMITED TO A TOTAL
         AMOUNT NOT IN EXCESS OF: (a) TWICE THE PROPORTIONATE CHARGE FOR THE
         BELL ATLANTIC SERVICE AFFECTED DURING THE PERIOD OF THE BELL ATLANTIC


                                       15
<PAGE>

         SERVICE FAILURE; OR, (b) IF THERE IS NO CHARGE FOR THE BELL ATLANTIC
         SERVICE AFFECTED, FIVE HUNDRED DOLLARS ($500.00).

         21.4     NOTWITHSTANDING ANYTHING CONTAINED IN SECTION 21.2, SECTION
         21.3.1, SECTION 21.3.2, OR SECTION 21.3.3, ABOVE, BELL ATLANTIC AND
         OTHER BELL ATLANTIC PERSONS SHALL HAVE NO LIABILITY TO RESELLER,
         RESELLER CUSTOMERS, AND/OR ANY OTHER PERSON, FOR ANY SPECIAL, INDIRECT,
         INCIDENTAL, OR CONSEQUENTIAL, DAMAGES (INCLUDING, BUT NOT LIMITED TO,
         DAMAGES FOR HARM TO BUSINESS, LOST REVENUES, LOST PROFITS, LOST
         SAVINGS, OR OTHER COMMERCIAL OR ECONOMIC LOSS), ARISING OUT OF OR IN
         CONNECTION WITH A BELL ATLANTIC SERVICE FAILURE OR ANY BREACH OR
         FAILURE IN PERFORMANCE OF THIS AGREEMENT BY BELL ATLANTIC.

         21.5     THE LIMITATIONS AND EXCLUSIONS FROM LIABILITY STATED IN
         SECTIONS 21.2 THROUGH 21.4 SHALL APPLY REGARDLESS OF THE FORM OF A
         CLAIM OR ACTION, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT
         NOT LIMITED TO, THE NEGLIGENCE OF BELL ATLANTIC AND/OR OTHER BELL
         ATLANTIC PERSONS), STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF
         WHETHER BELL ATLANTIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
         DAMAGES.

         21.6     Reseller shall, in its tariffs or other contracts with
         Reseller Customers, provide that in no case shall Bell Atlantic or
         Other Bell Atlantic Persons be liable to Reseller Customers or to any
         other third parties for any indirect, special, incidental,
         consequential, or other damages, including, but not limited to, harm to
         business, lost revenues, lost profits, lost savings, or other
         commercial or economic loss, whether foreseeable or not, and
         regardless of notification of the possibility of such damages. Reseller
         shall indemnify, defend and hold Bell Atlantic and Other Bell Atlantic
         Persons harmless from claims by Reseller Customers and other third
         parties as provided in Bell Atlantic's Tariffs.

         21.7     Bell Atlantic's obligations under this Agreement shall extend
         only to Reseller. Bell Atlantic shall have no liability under this
         Agreement to Reseller Customers or to any other third party. Nothing in
         this Agreement shall be deemed to create a third party beneficiary
         relationship between Bell Atlantic and Reseller Customers or any other
         third party.

         21.8     Reseller shall indemnify, defend and hold harmless Bell
         Atlantic, Bell Atlantic's Affiliates, and the directors, officers and
         employees of Bell Atlantic and Bell Atlantic's Affiliates, from any
         claims, suits, government proceedings, judgments, fines, liabilities,
         losses, damages, costs or expenses (including reasonable attorneys
         fees) arising out of or in connection with: (a) the failure of Reseller
         to transmit to Bell Atlantic a request by a Reseller Customer to
         install, provide, change or terminate, a Bell Atlantic


                                       16
<PAGE>

         Retail Telecommunications Service; (b) the transmission by Reseller to
         Bell Atlantic of an Order to install, provide, change or terminate, a
         Bell Atlantic Retail Telecommunications Service, which Order was not
         authorized by the applicable Reseller Customer; (c) erroneous or
         inaccurate information in an Order transmitted by Reseller to Bell
         Atlantic; (d) the transmission by Reseller to Bell Atlantic of an Order
         to change or terminate a Telecommunications Service provided to an end
         user by Bell Atlantic or another Telecommunications Service provider,
         or to install or provide a Telecommunications Service for an end user,
         which Order was not authorized by the applicable end user; (e) the
         transmission by Reseller to Bell Atlantic of an Order to select, change
         or reassign a telephone number for an end user, which Order was not
         authorized by the applicable end user; (f) the transmission by Reseller
         to Bell Atlantic of an Order to select a Telephone Exchange Service
         provider for an end user, or to change or terminate an end user's
         selection of a Telephone Exchange Service provider, which Order was not
         authorized by the applicable end user in the manner required by
         Applicable Law (or, in the absence of such Applicable Law, in the
         manner required by the rules and procedures in 47 CFR Section 64.1100);
         (g) access to, or use or disclosure of, Customer Information or Bell
         Atlantic OSS Information by Reseller or Reseller's employees, Agents or
         contractors; (h) the failure of Reseller to transmit, or to transmit in
         a timely manner, E911/911 information to Bell Atlantic; (i) erroneous
         or inaccurate E911/911 information transmitted by Reseller to Bell
         Atlantic; (j) any information provided by Reseller for inclusion in
         Bell Atlantic's LIDB; or, (k) the marketing, advertising or sale of
         Reseller's services and/or products (including, but not limited to,
         resold Bell Atlantic Retail Telecommunications Services), or the
         billing or collection of charges for Reseller's services and/or
         products (including, but not limited to, resold Bell Atlantic Retail
         Telecommunications Services). For the purposes of Section 21.8(b), (d)
         and (e), an Order shall be deemed not to have been authorized by a
         Reseller Customer or end user if Applicable Law and/or this Agreement
         required such authorization to be obtained in a particular manner, and
         Reseller did not obtain the authorization in the manner required by
         Applicable Law and this Agreement.

22.      NON-EXCLUSIVE REMEDIES

                           Except as otherwise expressly provided in this
         Agreement, each of the remedies provided under this Agreement is
         cumulative and is in addition to any other remedies that may be
         available under this Agreement or at law or in equity.

23.      NOTICES

                           All notices and other communications under this
         Agreement shall be deemed effective upon receipt by the Party being
         notified, provided such notices or communications are in writing and
         are sent by certified or registered mail, return receipt requested, or
         by a reputable private delivery service which provides a record of
         delivery, and addressed as shown below:

                            To Bell Atlantic:


                                       17
<PAGE>



                           Bell Atlantic - West Virginia, Inc.
                           c/o Bell Atlantic Network Services, Inc.
                           1320 North Courthouse Road
                           Arlington, Virginia 22201
                           Attn.: Director, Resale
                                     Initiatives

                           To Reseller:      President
                                             Essential.Com, Inc.
                                             3 Burlington Woods Drive
                                             Burlington, MA 0 1803
                                             Tel: (781) 229-9599
                                             Fax: (781) 229-9499

                           Either Party may from time-to-time designate another
         address or addressee by giving notice in accordance with this Section
         23.

24.      OPTION TO OBTAIN BELL ATLANTIC SERVICE UNDER OTHER AGREEMENTS

         24.1     If, at any time while this Agreement is in effect, Bell
         Atlantic is a party to an agreement with a Telecommunications Carrier
         other than Reseller ("Third-Person Telecommunications Carrier) to
         provide Bell Atlantic Services to the Third-Person Telecommunications
         Carrier, which agreement has been approved by the Commission pursuant
         to 47 U.S.C. Section 252, upon request by Reseller, Bell Atlantic, to
         the extent required by Applicable Law (including, but not limited to 47
         U.S.C. Section 252(i)), shall make available to Reseller any Bell
         Atlantic Service offered by Bell Atlantic under the agreement with the
         Third-Person Telecommunications Carrier upon the same terms and
         conditions (including prices) provided in the agreement with the
         Third-Person Telecommunications Carrier, but (except as otherwise
         expressly agreed in writing by the Parties) only on a prospective
         basis. Following such request by Reseller and prior to provision of the
         Bell Atlantic Service by Bell Atlantic to Reseller pursuant to the
         Terms and conditions (including prices) of the Third-Person
         Telecommunications Carrier agreement, this Agreement shall be amended
         to incorporate the terms and conditions (including prices) from the
         Third-Person Telecommunications Carrier agreement applicable to the
         Bell Atlantic Service Reseller has elected to purchase pursuant to the
         terms and conditions (including prices) of the Third-Person
         Telecommunications Carrier agreement. Except as otherwise expressly
         agreed in writing by the Parties, the amendment shall apply on a
         prospective basis only and shall not apply with regard to any Bell
         Atlantic Service provided by Bell Atlantic to Reseller prior to the
         effective date of the amendment.

         24.2     To the extent the exercise of the foregoing option requires a
         rearrangement of facilities by Bell Atlantic, Reseller shall be liable
         for the non-recurring charges associated therewith, as well as for any
         termination charges associated with the termination of existing
         facilities or Bell Atlantic Services.


                                       18
<PAGE>



25.      REGULATORY APPROVALS

         25.1     Within thirty (30) days after execution of this Agreement by
         the Parties, Bell Atlantic shall file the Agreement with the Commission
         for approval by the Commission.

         25.2     Each Party shall exercise reasonable efforts (including
         reasonably cooperating with the other Party) to secure approval of this
         Agreement, and any amendment to this Agreement agreed to by the
         Parties, from the Commission, the FCC, and other applicable
         governmental entities.

         25.3     Upon request by Bell Atlantic, Reseller shall, at Reseller's
         expense, provide reasonable, good-faith support and assistance to Bell
         Atlantic in obtaining any governmental approvals necessary for (a)
         this Agreement and any amendment to this Agreement agreed to by the
         Parties, and/or (b) the provision of Bell Atlantic Services by Bell
         Atlantic to Reseller. Without in any way limiting the foregoing, upon
         request by Bell Atlantic, Reseller shall (a) join in petitions
         requesting approval of this Agreement, or an Amendment to this
         Agreement agreed to by the Parties, to be filed with the Commission,
         the FCC, or other applicable governmental entities, and (b) file other
         documents with and present testimony to the Commission, the FCC, or
         other applicable governmental entities, requesting approval of this
         Agreement or an amendment to this Agreement agreed to by the Parties.

26.      REGULATORY CONTINGENCIES

         26.1     Neither Party shall be liable for any delay or failure in
         performance by it which results from requirements of Applicable Law, or
         acts or failures to act of any governmental entity or official.

         26.2     In the event that any provision of this Agreement shall be
         invalid or unenforceable, such invalidity or unenforceability shall not
         invalidate or render unenforceable any other provision of this
         Agreement, and this Agreement shall be construed as if it did not
         contain such invalid or unenforceable provision.

         26.3     In the event that any legislative, regulatory, judicial or
         other governmental action materially affects any material terms of this
         Agreement, the ability of either Party to perform any material terms of
         this Agreement, or the rights or obligations of either Party under this
         Agreement, the Parties shall take such action as shall be necessary to
         conform this Agreement to the governmental action and/or to permit
         Bell Atlantic to continue to provide and Reseller to continue to
         purchase Bell Atlantic Services, including, but not limited to,
         conducting good faith negotiations to enter into a mutually acceptable
         modified or substitute agreement, filing tariffs, or additional,
         supplemental or modified tariffs, and making other required filings
         with governmental entities.

         26.4     In the event of a governmental action described in Section
         26.3, above, to the extent permitted by Applicable Law, Bell Atlantic
         shall continue to provide and


                                       19
<PAGE>



         Reseller shall continue to subscribe to, use and pay for, any Bell
         Atlantic Services affected by the governmental action until the action
         to be taken by Bell Atlantic and Reseller under Section 26.3, above, is
         taken and becomes effective in accordance with Applicable Law. Such
         continued provision of and subscription to, use of and payment for, the
         affected Bell Atlantic Services shall be in accordance with the terms
         (including prices) of this Agreement, unless other terms, including but
         not limited to the terms of a Bell Atlantic Tariff, are required by
         Applicable Law.

         26.5     If suspension or termination of the provision of any Bell
         Atlantic Service is required by or as a result of a governmental
         action, such suspension or termination shall not affect Reseller's
         subscription to, use or obligation to pay for, other Bell Atlantic
         Services, unless such suspension or termination has a material, adverse
         effect on Reseller's ability to use the other Bell Atlantic Services.

         26.6     If any of the Bell Atlantic Services to be provided by Bell
         Atlantic pursuant to a tariff shall at any time become detariffed or
         deregulated, Bell Atlantic may transfer the provisions of the tariff
         relative to such Bell Atlantic Services to a Bell Atlantic "Guide for
         Detariffed Services" or similar document, and such "Guide for
         Detariffed Services" or similar document, as amended by Bell Atlantic
         from time-to time, shall become a part of this Agreement.

27.      RELATIONSHIP OF THE PARTIES

         27.1     The relationship between the Parties under this Agreement
         shall be that of independent contractors.

         27.2     Nothing contained in this Agreement shall:

                           (a)      make either Party the Agent or employee of
         the other Party;

                           (b)      grant either Party the authority to enter
         into a contract on behalf of, or otherwise legally bind, the other
         Party in any way;

                           (c)      create a partnership, joint venture or other
         similar relationship between the parties; or

                           (d)      grant to Reseller a franchise,
         distributorship or similar interest.

         27.3     Each Party shall be solely responsible for selection,
         supervision, termination, and compensation, of its respective
         employees, Agents and contractors.

         27.4     Each Party shall be solely responsible for payment of any
         Social Security or other taxes which it is required by Applicable Law
         to pay in conjunction with its employees, Agents or contractors, and
         for collecting and remitting to applicable taxing authorities any taxes
         which it is required by Applicable Law to collect from its employees,
         Agents or contractors.


                                       20
<PAGE>



         27.5     The relationship of the Parties under this Agreement is a
         non-exclusive relationship. Bell Atlantic shall have the right to
         provide services offered by Bell Atlantic under this Agreement to
         persons other than Reseller. Reseller shall have the right to purchase
         services that may be purchased by Reseller under this Agreement from
         persons other than Bell Atlantic.

28.      RESELLER'S PROVISION OF SERVICE

         28.1     Prior to providing Bell Atlantic Retail Telecommunications
         Services purchased by Reseller under this Agreement to Reseller
         Customers, Reseller shall obtain from the Commission, the FCC, and any
         other applicable governmental entities, any certificates or other
         authorizations required by Applicable Law for Reseller to provide
         Telecommunications Services. Reseller shall promptly notify Bell
         Atlantic in writing of any governmental action which suspends, cancels
         or withdraws any such certificate or authorization, or otherwise limits
         or affects Reseller's right to provide Telecommunications Services.

         28.2     To the extent required by Applicable Law, Reseller shall: (a)
         file with the Commission, the FCC, and/or other applicable governmental
         entities, the tariffs, arrangements and other documents that set forth
         the terms, conditions and prices under which Reseller provides
         Telecommunications Services; and, (b) make available for public
         inspection, the tariffs, arrangements and other documents that set
         forth the terms, conditions and prices under which Reseller provides
         Telecommunications Services.

29.      RESELLER'S RESALE AND USE OF SERVICE

         29.1     Reseller shall comply with the provisions of this Agreement
         (including, but not limited to, Bell Atlantic's Tariffs) regarding
         resale or use of Bell Atlantic Services, including, but not limited to,
         any restrictions on resale or use of Bell Atlantic Services.

         29.2     Without in any way limiting Section 29.1, (a) Reseller shall
         not resell residential service to persons not eligible to subscribe to
         such service from Bell Atlantic (including, BUT NOT limited to,
         business Reseller Customers and other nonresidential Reseller
         Customers), and (b) Reseller shall not resell Lifeline or other
         means-tested service offerings, or grandfathered or discontinued
         service offerings, to persons not eligible to subscribe to such service
         offerings from Bell Atlantic.

         29.3     Reseller shall undertake in good faith to ensure that Reseller
         Customers comply with the provisions of Bell Atlantic's Tariffs
         applicable to their use of Bell Atlantic Retail Telecommunications
         Services.

         29.4     Reseller shall comply with Applicable Law, and Bell Atlantic's
         procedures, for handling requests from law enforcement and other
         government agencies


                                       21
<PAGE>

         for service termination, assistance with electronic surveillance, and
         provision of information.

30.      RESPONSIBILITY FOR CHARGES

         30.1     Reseller shall be responsible for and pay all charges for any
         Bell Atlantic Service provided by Bell Atlantic to Reseller, whether
         the Bell Atlantic Service is ordered, activated or used by Reseller, a
         Reseller Customer, or another person.

         30.2     In addition to the charges for Bell Atlantic Services,
         Reseller agrees to pay any charges for Telecommunications Services,
         facilities, equipment, software, wiring, or other services or products,
         provided by Bell Atlantic, or provided by persons other than Bell
         Atlantic and billed for by Bell Atlantic, that are ordered, activated
         or used by Reseller, Reseller Customers or other persons, through, by
         means of, or in association with, Bell Atlantic Services provided by
         Bell Atlantic to Reseller.

         30.3     Reseller agrees to indemnify, defend and hold Bell Atlantic
         harmless from, any charges for Telecommunications Services, facilities,
         equipment, software, wiring, or other services or products, provided by
         persons other than Bell Atlantic that are ordered, activated or used by
         Reseller, Reseller Customers or other persons, through, by means of, or
         in association with, Bell Atlantic Services provided by Bell Atlantic
         to Reseller.

         30.4     Without in any way limiting Reseller's obligations under
         Section 30.1, Section 30.2 and Section 30.3, Reseller shall pay, or
         collect and remit to Bell Atlantic, without discount, all Subscriber
         Line Charges, Federal Line Cost Charges, end user common line charges,
         carrier selection and change charges (PIC change charge), and the
         Presubscribed Interexchange Carrier Charge applicable to Reseller
         Customers who have not presubscribed to an interexchange carrier for
         long distance services, associated with Bell Atlantic Services provided
         by Bell Atlantic to Reseller.

         30.5     Upon request by Reseller, Bell Atlantic will provide for use
         on resold Bell Atlantic Retail Telecommunications Service dial tone
         lines purchased by Reseller such Bell Atlantic Retail
         Telecommunications Service call blocking services as Bell Atlantic
         provides to Bell Atlantic's own end user retail Customers, where and to
         the extent Bell Atlantic provides such Bell Atlantic Retail
         Telecommunications Service call blocking services to Bell Atlantic's
         own end user retail Customers.

31.      SECTION HEADINGS.

                           The section headings in the Principal Document are
         for convenience only and are not intended to affect the meaning or
         interpretation of the Principal Document.

32.      SERVICES NOT COVERED BY THIS AGREEMENT


                                       22
<PAGE>



         32.1     This Agreement applies only to Bell Atlantic Services (as the
         term "Bell Atlantic Service" is defined in Section 1.1.6) provided, or
         to be provided, by Bell Atlantic to Reseller, as specified in Section
         3. Any Telecommunications Services, facilities, equipment, software,
         wiring, or other services or products (including, but not limited to,
         Telecommunications Services, facilities, equipment, software, wiring,
         or other services or products, interconnected or used with Bell
         Atlantic Services provided, or to be provided, by Bell Atlantic to
         Reseller) provided, or to be provided, by Bell Atlantic to Reseller,
         which are not subscribed to by Reseller under this Agreement, must be
         subscribed to by Reseller separately, pursuant to other written
         agreements (including, but not limited to, applicable Bell Atlantic
         Tariffs). Reseller shall use and pay for any Telecommunications
         Services, facilities, equipment, software, wiring, or other services or
         products, provided, or to be provided, by Bell Atlantic to Reseller,
         which are not subscribed to by Reseller under this Agreement, in
         accordance with such other written agreements (including, but not
         limited to, applicable Bell Atlantic Tariffs).

         32.2     Without in any way limiting Section 32.1 and without
         attempting to list all Bell Atlantic products and services that are not
         subject to this Agreement, the Parties agree that this Agreement does
         not apply to the purchase by Reseller of the following Bell Atlantic
         services and products: except as expressly stated in the Principal
         Document, exchange access services as defined in Section 3(16) of the
         Act, 47 U.S.C. Section 153(16) (including, but not limited to, primary
         interLATA toll carrier and primary intraLATA toll carrier choice or
         change); Bell Atlantic Answer Call, Bell Atlantic Answer Call Plus,
         Bell Atlantic Home Voice Mail, Bell Atlantic Home Voice Mail Plus, Bell
         Atlantic Voice Mail, Bell Atlantic Basic Mailbox, Bell Atlantic
         OptiMail Service, and other Voice mail, fax mail, voice messaging, and
         fax messaging, services; Bell Atlantic Optional Wire Maintenance Plan;
         Bell Atlantic Guardian Enhanced Maintenance Service; Bell Atlantic
         Sentry I Enhanced Maintenance Service; Bell Atlantic Sentry II Enhanced
         Maintenance Service; Bell Atlantic Sentry III Enhanced Maintenance
         Service; Bell Atlantic Call 54 Service; Bell Atlantic Public Telephone
         Service; customer premises equipment; Bell Atlantic telephone directory
         listings offered under agreements or arrangements other than Bell
         Atlantic Tariffs filed with the Commission; and, Bell Atlantic
         telephone directory advertisements.

         32.3     Without in any way limiting Section 32.1, the Parties also
         agree that this Agreement does not apply to the installation,
         inspection, maintenance, repair, removal, or use of any facilities,
         equipment, software, or wiring, located on Reseller's side of the
         Network Rate Demarcation Point applicable to Reseller and does not
         grant to Reseller or Reseller Customers a right to installation,
         inspection, maintenance, repair, or removal, by Bell Atlantic, or use,
         by Reseller or Reseller Customers, of any such facilities, equipment,
         software, or wiring.

         32.4     Without in any way limiting Section 32.1, the Parties agree
         that this Agreement does not apply to the purchase by Reseller of
         Audiotex Services (including, but not limited to, Dial-it, 976, 915 and
         556* services) for resale to- Audiotex Service providers or other
         information service providers. Bell Atlantic shall have the right (but
         not the obligation) to block calls made to Audiotex Service numbers
         (including, but not


                                       23
<PAGE>

         limited to, Dial-It numbers and 976, 915 and 556 numbers) through Bell
         Atlantic Services purchased by Reseller under this Agreement.
         Notwithstanding the foregoing, Reseller shall pay, without discount,
         any charges for Audiotex Services (including, but not limited to,
         Dial-It, 976, 915 and 556 services) that are ordered, activated or used
         by Reseller, Reseller Customers or other persons, through, by means of,
         or in association with, Bell Atlantic Services provided by Bell
         Atlantic to Reseller.

         32.5     Nothing contained within this Agreement shall obligate Bell
         Atlantic to provide any service or product which is not a Bell Atlantic
         Service (including, but not limited to, the services listed in Sections
         32.2, 32.3 'and 32.4, above) to Reseller.

         32.6     Nothing contained within this Agreement shall obligate Bell
         Atlantic to provide a Bell Atlantic Service or any other service or
         product to a Reseller Customer. Without in any way limiting the
         foregoing, except as otherwise required by Applicable Law, Bell
         Atlantic reserves the right to terminate provision of services and
         products (including, but not limited to, Telecommunications Services
         and the services listed in Sections 32.2 and 32.3, above) to any person
         who ceases to purchase Bell Atlantic Retail Telecommunications Service
         dial tone line service from Bell Atlantic.

         32.7     Nothing contained in this Section 32 shall in any way exclude
         or limit Reseller's obligations and liabilities under Section 30,
         including, but not limited to Reseller's obligations and liabilities to
         pay charges for services and products as required by Section 30.

33.      SERVICE QUALITY

                  Bell Atlantic Services provided by Bell Atlantic to
         Reseller under this Agreement shall comply with the quality
         requirements for such Bell Atlantic Services specified by Applicable
         Law (including, but not limited to, any applicable provisions of 47
         CFR Sections 51.311 and 51.603(b)).

34.      SINGLE POINT OF CONTACT

         34.1     Reseller shall be the single point of contact for Reseller
         Customers and other persons with regard to Telecommunications Services
         and other services and products which they wish to purchase from
         Reseller or which they have purchased from Reseller. Communications by
         Reseller Customers and other persons with regard to Telecommunications
         Services and other services and products which they wish to purchase
         from Reseller or which they have purchased from Reseller, shall be made
         to Reseller, and not to Bell Atlantic. Reseller shall instruct Reseller
         Customers and other persons that such communications shall be directed
         to Reseller.

         34.2     Without in any way limiting Section 34. 1, requests by
         Reseller Customers for information about or provision of
         Telecommunications Services which they wish to purchase from reseller,
         requests by reseller customers to change, terminate, or obtain
         information about, assistance in using, or repair or maintenance of,
         Telecommunications


                                       24

<PAGE>



         Services which they have purchased from Reseller, and inquiries by
         Reseller Customers concerning Reseller's bills, charges for Reseller's
         Telecommunications Services, and, if the Reseller Customers receive
         dial tone line service from Reseller, annoyance calls, shall be made by
         the Reseller Customers to Reseller, and not to Bell Atlantic.

         34.3     Reseller shall establish telephone numbers and mailing
         addresses at which Reseller Customers and other persons may communicate
         with Reseller and shall advise Reseller Customers and other persons who
         may wish to communicate with Reseller of these telephone numbers and
         mailing addresses.

35.      SURVIVAL

                  The liabilities and obligations of a Party for acts
         or omissions of the Party prior to the termination, cancellation or
         expiration of this Agreement, the rights, liabilities and obligations
         of a Party under any provision of this Agreement regarding
         indemnification or defense, Customer Information, confidential
         information, or limitation or exclusion of liability, the rights of
         Bell Atlantic and the liabilities and obligations of Reseller under
         Section 18.1, and the rights, liabilities and obligations of a Party
         under any provision of this Agreement which by its terms is
         contemplated to survive (or be performed after) termination,
         cancellation or expiration of this Agreement, shall survive
         termination, cancellation or expiration of this Agreement.

36.      TAXES

         36.1     With respect to any purchase of Bell Atlantic Services under
         this Agreement, if any Federal, state or local government tax, fee,
         duty, surcharge (including, but not limited to any E911/911,
         telecommunications relay service, or universal service fund,
         surcharge), or other tax-like charge (a "Tax") is required or permitted
         by Applicable Law to be collected from Reseller by Bell Atlantic, then
         (a) to the extent required by Applicable Law, Bell Atlantic shall. bill
         Reseller for such Tax, (b) Reseller shall timely remit such Tax to Bell
         Atlantic (including both Taxes billed by Bell Atlantic and Taxes
         Reseller is required by Applicable Law to remit without billing by
         Bell Atlantic), and (c) Bell Atlantic shall remit such collected Tax to
         the applicable taxing authority.

         36.2     With respect to any purchase of Bell Atlantic Services under
         this Agreement, if any Tax is imposed by Applicable Law on the receipts
         of Bell Atlantic, which Applicable Law permits Bell Atlantic to exclude
         certain receipts received from sales of Bell Atlantic Services for
         resale by Reseller, such exclusion being based on the fact that
         Reseller is also subject to a Tax based upon receipts ("receipts tax"),
         then Reseller (a) shall provide Bell Atlantic with notice in writing in
         accordance with section 36.7 of its intent to pay the Receipts Tax, and
         (b) shall timely pay the Receipts Tax to the applicable taxing
         authority.

         36.3     With respect to any purchase of Bell Atlantic services under
         this Agreement, that are resold by Reseller to a Reseller Customer, if
         any Tax is imposed by


                                       25
<PAGE>



         Applicable Law on the Reseller Customer in connection with the Reseller
         Customer's purchase of the resold Bell Atlantic Services which Reseller
         is required to impose and/or collect from the Reseller Customer, then
         Reseller (a) shall impose and/or collect such Tax from the Reseller
         Customer, and (b) shall timely remit such Tax to the applicable taxing
         authority.

         36.4.1   If Bell Atlantic has not received an exemption certificate
         from Reseller and fails to bill Reseller for any Tax as required by
         Section 36.1, then, as between Bell Atlantic and Reseller, (a) Reseller
         shall remain liable for such unbilled Tax, and (b) Bell Atlantic -shall
         be liable for any interest and/or penalty assessed on the unbilled
         Tax by the applicable taxing authority.

         36.4.2   If Reseller fails to remit any Tax to Bell Atlantic as
         required by Section 36.1, then, as between Bell Atlantic and Reseller,
         Reseller shall be liable for such uncollected Tax and any interest
         and/or penalty assessed on the uncollected Tax by the applicable taxing
         authority.

         36.4.3   If Bell Atlantic does not collect a Tax because Reseller has
         provided Bell Atlantic with an exemption certificate which is later
         found to be inadequate by the applicable taxing authority, then, as
         between Bell Atlantic and Reseller, Reseller shall be liable for such
         uncollected Tax and any interest and/or penalty assessed on the
         uncollected Tax by the applicable taxing authority.

         36.4.4   Except as provided in Section 36.4.5, if Reseller fails to
         pay the Receipts Tax as required by Section 36.2, then, as between Bell
         Atlantic and Reseller, (a) Bell Atlantic shall be liable for any Tax
         imposed on Bell Atlantic's receipts, (b) Reseller shall be liable for
         any interest and/or penalty imposed on Bell Atlantic with respect to
         the Tax on Bell Atlantic's receipts, and (c) Reseller shall be liable
         for any Tax imposed on Reseller's receipts and any interest and/or
         penalty assessed by the applicable taxing authority on Reseller with
         respect to the Tax on Reseller's receipts.

         36.4.5   If any discount or portion of a discount in price provided to
         Reseller under this Agreement (including, but not limited to, a
         discount provided for in Exhibit II, Section 1.1) represents Tax
         savings to Bell Atlantic which it was anticipated Bell Atlantic would
         receive, because it was anticipated that receipts from sales of Bell
         Atlantic Services, that would otherwise be subject to a Tax on such
         receipts, could be excluded from such Tax under Applicable Law because
         the Bell Atlantic Services would be sold to Reseller for resale, and
         Bell Atlantic is, in fact, required by Applicable Law to pay such Tax
         on receipts from sales of Bell Atlantic Services to Reseller, then, as
         between Bell Atlantic and Reseller, (a) Reseller shall be liable for,
         and shall indemnify and hold harmless Bell Atlantic against (on an
         after-tax basis), any such Tax, and (b) Reseller shall be liable for,
         and shall indemnify and hold harmless Bell Atlantic against (on an
         after-tax basis), any interest and/or penalty assessed by the
         applicable taxing authority on either Reseller or Bell Atlantic with
         respect to the Tax on Bell Atlantic's receipts.


                                       26
<PAGE>



         36.4.6   If Reseller fails to impose and/or collect any Tax from
         Reseller Customers as required by Section 36.3, then, as between Bell
         Atlantic and Reseller, Reseller shall remain liable for such
         uncollected Tax and any interest and/or penalty assessed on such
         uncollected Tax by the applicable taxing authority.

         36.4.7   With respect to any Tax that Reseller has agreed to pay, is
         responsible for because Reseller received a discount in price on Bell
         Atlantic Services attributable to anticipated Tax savings by Bell
         Atlantic, or is required to impose on and/or collect from Reseller
         Customers, Reseller agrees to indemnify and hold Bell Atlantic harmless
         on an after-tax basis for any costs incurred by Bell Atlantic as a
         result of actions taken by the applicable taxing authority to recover
         the Tax from Bell Atlantic due to failure of Reseller to timely remit
         the Tax to Bell Atlantic, or timely pay, or collect and timely remit,
         the Tax to the taxing authority.

         36.5     If either Party is audited by a taxing authority, the other
         Party agrees to reasonably cooperate with the Party being audited in
         order to respond to any audit inquiries in a proper and timely manner
         so that the audit and/or any resulting controversy may be resolved
         expeditiously.

         36.6.1   If Applicable Law clearly exempts a purchase of Bell Atlantic
         Services under this Agreement from a Tax, and if such Applicable Law
         also provides an exemption procedure, such as an exemption certificate
         requirement, then, if Reseller complies with such procedure, Bell
         Atlantic shall not collect such Tax during the effective period of the
         exemption. Such exemption shall be effective upon receipt of the
         exemption certificate or affidavit in accordance with Section 36.7.

         36.6.2   If Applicable Law clearly exempts a purchase of Bell Atlantic
         Services under this Agreement from a Tax, but does not also provide an
         exemption procedure, then Bell Atlantic shall not collect such Tax if
         Reseller (a) furnishes Bell Atlantic with a letter signed by an officer
         of Reseller requesting an exemption and citing the provision in the
         Applicable Law which clearly allows such exemption, and (b) supplies
         Bell Atlantic with an indemnification agreement, reasonably acceptable
         to Bell Atlantic, which holds Bell Atlantic harmless on an after-tax
         basis with respect to forbearing to collect such Tax.

         36.7     All notices, affidavits, exemption certificates or other
         communications required or permitted to be given by either Party to the
         other under this Section 36, shall be made in writing and shall be sent
         by certified or registered mail, return receipt requested, or by a
         reputable private delivery service which provides a record of delivery,
         to the addressee stated in Section 23 at the address stated in sECTION
         23 and to the following:

                  To Bell Atlantic:

                          Tax Administration
                          Bell Atlantic Corporation
                          1095 Avenue of the Americas


                                       27
<PAGE>


                                    Room 3109
                                    New York, New York 10036

                          To Reseller:      Controller
                                            Essential.Com, Inc.
                                            3 Burlington Woods Drive
                                            Burlington, MA 01803
                                            Tel: (781) 229-9599
                                            Fax: (781) 229-9499

                           Either Party may from time-to-time designate another
         address or addressee by giving notice in accordance with the terms of
         this Section 36.7.

                           Any notice or other communication shall be deemed to
         be given when received.

37.      TELEPHONE EXCHANGE SERVICE PROVIDER SELECTION

         37.1     Without in any way limiting Reseller's obligations under
         Section 12, Reseller shall comply with Applicable Law with regard to
         end user selection of a Telephone Exchange Service provider. Until the
         Commission or the FCC adopts regulations and/or orders applicable to
         end user selection of a Telephone Exchange Service provider, Reseller
         shall apply the rules and procedures set forth in Section 64.1100 of
         the FCC Rules, 47 CFR Section 64.1100, to the process for end user
         selection of a Telephone exchange Service provider (including, to end
         user selection of a Telephone Exchange Service provider that occurs
         during any telemarketing contact with an end user), and shall comply
         with such rules and procedures.

         37.2     By submitting to Bell Atlantic an Order to install, provide,
         change or terminate a Telecommunications Service, to select, change or
         reassign a telephone number, or to select, change or terminate an end
         user's Telephone Exchange Service provider, Reseller represents and
         warrants: (a) that Reseller has obtained authorization for such action
         from the applicable end user; and, (b) that if Applicable Law and/or
         this Agreement required such authorization to be obtained in a
         particular manner, Reseller obtained the authorization in the manner
         required by Applicable Law and this Agreement. Reseller shall upon
         request by Bell Atlantic provide proof of such authorization
         (including, a copy of any written authorization).

         37.3     If Reseller submits an Order to Bell Atlantic to install,
         provide, change or terminate a Telecommunications Service, to select,
         change or reassign a telephone number, or to select, change or
         terminate an end users Telephone Exchange Service provider, and (a)
         when requested by Bell Atlantic to provide a written document signed
         by the end user stating the end user's Telephone Exchange Service
         provider selection, fails to provide such document to Bell Atlantic, or
         (b) has not obtained authorization for such installation, provision,
         selection, change, reassignment or termination, from the end user in
         the manner required by Applicable Law (or, in the absence of Applicable
         Law, in


                                       28
<PAGE>



         the manner required by the rules and procedures in 47 CFR Section
         64.1100), Reseller shall be liable to Bell Atlantic for all charges
         that would be applicable to the end user for the initial installation,
         provision, selection, change, reassignment or termination, of the end
         user's Telecommunications Service, telephone number, and/or Telephone
         Exchange Service provider, and any charges for restoring the end user's
         Telecommunications Service, telephone number, and/or Telephone Exchange
         Service provider selection, to its end user authorized condition.

38.      TELEPHONE NUMBERS

         38.1     Reseller's use of telephone numbers shall be subject to
         Applicable Law (including, but not limited to, the rules of the FCC,
         the North American Numbering Council, and the North American Numbering
         Plan Administrator), the applicable provisions of this Agreement
         (including, but not limited to, this Section 38), and Bell Atlantic's
         practices and procedures for use and assignment of telephone numbers,
         as amended from time-to-time.

         38.2     Subject to Sections 38.1 and 38.3, if an end user who
         subscribes to a Bell Atlantic Retail Telecommunications Service dial
         tone line from either Reseller or Bell Atlantic changes the
         Telecommunications Carrier from whom the end user subscribes for such
         dial tone line (including a change from Bell Atlantic to Reseller, from
         Reseller to Bell Atlantic, or from Reseller to a Telecommunications
         Carrier other than Bell Atlantic), after such change, the end user may
         continue to use with the dial tone line the telephone numbers which
         were assigned to the dial tone line by Bell Atlantic immediately prior
         to the change.

         38.3     Bell Atlantic shall have the right to change the telephone
         numbers used by an end user if at any time: (a) the type or class of
         service subscribed to by the end user changes; (b) the end user
         requests service at a new location, that is not served by the Bell
         Atlantic switch and the Bell Atlantic rate center from which the end
         user previously had service; or, (c) continued use of the telephone
         numbers is not technically feasible.

         38.4     If service on a Bell Atlantic Retail Telecommunications
         Service dial tone line subscribed to by Reseller from Bell Atlantic
         under this Agreement is terminated, the telephone numbers associated
         with such dial tone line shall be available for reassignment by Bell
         Atlantic to any person to whom Bell Atlantic elects to assign the
         telephone numbers, including, but not limited to, Bell Atlantic, Bell
         Atlantic end user retail Customers, Reseller, or Telecommunications
         Carriers other than Bell Atlantic and Reseller.

39.      WARRANTIES

                           EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BELL
         ATLANTIC MAKES NO WARRANTIES WITH RESPECT TO BELL ATLANTIC SERVICES,
         WHETHER EXPRESS OR IM[PLIED, WRITTEN OR ORAL, IN FACT OR IN LAW. THE
         WARRANTIES SET FORTH IN THIS


                                       29
<PAGE>



         AGREEMENT ARE BELL ATLANTIC'S EXCLUSIVE WARRANTIES WITH RESPECT TO BELL
         ATLANTIC SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
         IMPLIED, WRITTEN OR ORAL, IN FACT OR IN LAW. BELL ATLANTIC DISCLAIMS
         ANY AND ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES
         OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES
         AGAINST INFRINGEMENT, AND WARRANTIES ARISING BY TRADE CUSTOM, TRADE
         USAGE, COURSE OF DEALING, OR OTHERWISE.

40.      PUBLICITY AND USE OF TRADEMARKS OR SERVICE MARKS

         40.1.1   Neither Party nor its subcontractors or agents will use the
         other Party's trademarks, service marks, logos or other proprietary
         trade dress in connection with the sale of products and services, or in
         any advertising, press releases, publicity matters or other promotional
         materials without such Party's prior written consent.

         40.1.2   Neither Party may imply any direct or indirect affiliation
         with or sponsorship or endorsement of its company, products and
         services by the other Party.

41.      AUTHORIZATION

         41.1.1   Bell Atlantic is a corporation duly organized, validly
         existing and in good standing under the laws of the State of West
         Virginia and has full power and authority to execute and deliver this
         Agreement and to perform the obligations hereunder on behalf of
         Bell Atlantic.

         41.2     Essential.Com, Inc., a corporation, is duly organized, validly
         existing and in good standing under the laws of Delaware, and has full
         power and authority to execute and deliver this Agreement and to
         perform its obligations hereunder.


                                       30

<PAGE>

                  IN WITNESS WHEREOF, intending to be legally bound, Reseller
and Bell Atlantic have caused this Agreement to be executed by their respective
authorized representatives.

ESSENTIAL.COM, INC.

BY:      /s/ Akhil Garland
         -------------------------------------------
         Signature

         Akhil Garland
         -------------------------------------------
         Name (Printed)

ITS:     CEO
         -------------------------------------------
         Title


BY:      /s/ Patrick Moran
         -------------------------------------------
         Signature

         Patrick Moran
         -------------------------------------------
         Name (Printed)

ITS:     Vice President-Operations
         -------------------------------------------
         Title

BY:      /s/ John Duffy
         -------------------------------------------
         Signature

         John Duffy
         -------------------------------------------
         Name (Printed)

ITS:     Vice President -Business Development
         -------------------------------------------
         Title


BELL ATLANTIC - WEST VIRGINIA, INC.

BY:      /s/ Jeffrey A. Masoner
         -------------------------------------------
         Signature

         Jeffrey A. Masoner
         -------------------------------------------
         Name (Printed)

TITLE:   Vice President - Telecom Industry Services
         -------------------------------------------


                                       31

<PAGE>



                                    EXHIBIT I

                        BELL ATLANTIC ANCILLARY SERVICES

1.       BELL ATLANTIC OSS SERVICES

         1.1      DEFINITIONS

                  As used in the Principal Document, the terms listed below
         shall have the meanings stated below:

1.1.1             "Bell Atlantic Operations Support Systems" means Bell Atlantic
         systems for pre ordering, ordering, provisioning, maintenance and
         repair, and billing.

1.1.2             "Bell Atlantic OSS Services" means access to Bell Atlantic
         Operations Support Systems functions. The term "Bell Atlantic OSS
         Services" includes, but is not limited to: (a) Bell Atlantic's
         provision of Reseller Usage Information to Reseller pursuant to Exhibit
         1, Section 1.3, below; and, (b) "Bell Atlantic OSS Information", as
         defined in Exhibit I, Section 1.1.4, below.

1.1.3             "Bell Atlantic OSS Facilities" means any gateways, interfaces,
         databases, facilities, equipment, software, or systems, used by Bell
         Atlantic to provide Bell Atlantic OSS Services to Reseller.

1.1.4             "Bell Atlantic OSS Information" means any information accessed
         by, or disclosed or provided to, Reseller through or as a part of Bell
         Atlantic OSS Services. The term "Bell Atlantic OSS Information"
         includes, but is not limited to: (a) any. Customer Information related
         to a Bell Atlantic Customer or a Reseller Customer accessed by, or
         disclosed or provided to, Reseller through or as a part of Bell
         Atlantic OSS Services; and, (b) any Reseller Usage Information (as
         defined in Exhibit I, Section 1.1.5, below) accessed by, or disclosed
         or provided to, Reseller.

1.1.5             "Reseller Usage Information" means the usage information for
         a Bell Atlantic Retail Telecommunications Service purchased by Reseller
         under this Agreement that Bell Atlantic would record if Bell Atlantic
         was furnishing such Bell Atlantic Retail Telecommunications Service to
         a Bell Atlantic end-user retail Customer.

1.2      BELL ATLANTIC OSS SERVICES

1.2.1             Upon request by Reseller, Bell Atlantic shall provide to
         Reseller, pursuant to Section 251(c)(3) of the Act, 47 U.S.C. Section
         251(c)(3), Bell Atlantic OSS Services.

1.2.2             Subject to the requirements of Applicable Law, Bell Atlantic
         Operations Support Systems, Bell Atlantic Operations Support Systems
         functions, Bell Atlantic OSS


                                       32
<PAGE>



         Facilities, Bell Atlantic OSS Information, and the Bell Atlantic OSS
         Services that will be offered by Bell Atlantic, shall be as determined
         by Bell Atlantic. To the extent required by Applicable Law and
         technically feasible, Bell Atlantic will offer to Reseller the Bell
         Atlantic OSS Services that Bell Atlantic offers, under agreements
         approved by the Commission pursuant to 47 U.S.C. Section 252, to other
         Telecommunications Carriers that are engaged in the resale of Bell
         Atlantic Retail Telecommunications Services pursuant to 47 U.S.C.
         Section 251(c)(4). Subject to the requirements of Applicable Law, Bell
         Atlantic shall have the right to change Bell Atlantic Operations
         Support Systems, Bell Atlantic Operations Support Systems functions,
         Bell Atlantic OSS Facilities, Bell Atlantic OSS Information, and the
         Bell Atlantic OSS Services, from time-to-time, without the consent of
         Reseller.

1.3      Reseller Usage Information

1.3.1             Upon request by Reseller, Bell Atlantic shall provide to
         Reseller, pursuant to Section 251(c)(3) of the Act, 47 U.S.C. Section
         251(c)(3), Reseller Usage Information.

1.3.2             Reseller Usage Information will be available to Reseller
         through the following:

         (a)      Daily Usage File on Data Tape.

         (b)      Daily Usage File through Network Data Mover ("NDM").

         (c)      Daily Usage File through Centralized Message Distribution
         System ("CMDS").

1.3.3.1           Reseller Usage Information will be provided in a Bellcore
         Exchange Message Records ("EMR") format.

1.3.3.2           Daily Usage File Data Tapes provided pursuant to Exhibit I,
         Section 1.3.2(a) will be issued each day, Monday through Friday, except
         holidays observed by Bell Atlantic.

1.3.4             Except as stated in this Exhibit I, Section 1.3, subject to
         the requirements of Applicable Law, the manner in which, and the
         frequency with which, Reseller Usage Information will be provided to
         Reseller shall be determined by Bell Atlantic.

1.4      PRICES

                  The prices for Bell Atlantic OSS Services shall be as stated
         in Exhibit II, Section 2 following.

1.5      ACCESS TO AND USE OF BELL ATLANTIC OSS FACILITIES

1.5.1             Bell Atlantic OSS facilities may be accessed and used by
         Reseller only to the extent necessary for Reseller's access to and use
         of Bell Atlantic OSS Services pursuant to this Agreement


                                       33
<PAGE>



1.5.2             Bell Atlantic OSS Facilities may be accessed and used by
         Reseller only to provide Telecommunications Services to Reseller
         Customers.

1.5.3             Reseller shall restrict access to and use of Bell Atlantic OSS
         Facilities to Reseller. This Agreement does not grant to Reseller any
         right or license to grant sublicenses to other persons, or permission
         to other persons (except Reseller's employees, Agents and contractors,
         in accordance with Exhibit 1, Section 1.5.7, below), to access or use
         Bell Atlantic OSS Facilities.

1.5.4             Reseller shall not (a) alter, modify or damage the Bell
         Atlantic OSS Facilities (including, but not limited to, Bell Atlantic
         software), (b) copy, remove, derive, reverse engineer, or decompile,
         software from the Bell Atlantic OSS Facilities, or (c) obtain access
         through Bell Atlantic OSS Facilities to Bell Atlantic databases,
         facilities, equipment, software, or systems, which are not offered for
         Reseller's use under this Agreement.

1.5.5             Reseller shall comply with all practices and procedures
         established by Bell Atlantic for access to and use of Bell Atlantic OSS
         Facilities (including, but not limited to, Bell Atlantic practices and
         procedures with regard to security and use of access and user
         identification codes).

1.5.6             All practices and procedures for access to and use of Bell
         Atlantic OSS Facilities, and all access and user identification codes
         for Bell Atlantic OSS Facilities: (a) shall remain the property of Bell
         Atlantic; (b) shall be used by Reseller only in connection with
         Reseller's use of Bell Atlantic OSS Facilities permitted by this
         Agreement; (c) shall be treated by Reseller as Confidential Information
         of Bell Atlantic pursuant to Section 13; and, (d) shall be destroyed or
         returned by Reseller to Bell Atlantic upon the earlier of request by
         Bell Atlantic or the expiration or termination of this Agreement.

1.5.7             Reseller's employees, Agents and contractors may access and
         use Bell Atlantic OSS Facilities only to the extent necessary for
         Reseller's access to and use of the Bell Atlantic OSS Facilities
         permitted by this Agreement. Any access to or use of Bell Atlantic OSS
         Facilities by Reseller's employees, Agents, or contractors, shall be
         subject to the provisions of this Agreement, including, but not limited
         to, Section 13, Exhibit 1, Section 1.5.6, and Exhibit I, Section
         1.6.3.3.

1.6      BELL ATLANTIC OSS INFORMATION

1.6.1             Subject to the provisions of this Agreement and Applicable
         Law, Bell Atlantic grants to Reseller a non-exclusive license to use
         Bell Atlantic OSS Information.

1.6.2             All Bell Atlantic OSS Information shall at all times remain
         the property of Bell Atlantic. Except as expressly stated in this
         Agreement, Reseller shall acquire no rights in or to any Bell Atlantic
         OSS Information.


                                       34
<PAGE>



1.6.3.1           The provisions of this Exhibit 1, Section 1.6.3 apply to all
         Bell Atlantic OSS Information, except (a) Reseller Usage Information,
         (b) CPNI of Reseller, and (c) CPNI of a Bell Atlantic Customer or a
         Reseller Customer, to the extent the Customer has authorized Reseller
         to use the Customer Information.

1.6.3.2           Bell Atlantic OSS Information may be accessed and used by
         Reseller only to provide Telecommunications Services to Reseller
         Customers.

1.6.3.3           Reseller shall treat Bell Atlantic OSS Information that is
         designated by Bell Atlantic, through written or electronic notice
         (including, but not limited to, through the Bell Atlantic OSS
         Services), as "Confidential" or "Proprietary" as Confidential
         Information of Bell Atlantic pursuant to Section 13.

1.6.3.4           Except as expressly stated in this Agreement, this Agreement
         does not grant to Reseller any right or license to grant sublicenses to
         other persons, or permission to other persons (except Reseller's
         employees, Agents or contractors, in accordance with Exhibit 1, Section
         1.6.3.5), to access, use or disclose Bell Atlantic OSS Information.

1.6.3.5           Reseller's employees, Agents and contractors may access, use
         and disclose Bell Atlantic OSS Information only to the extent necessary
         for Reseller's access to, and use and disclosure of, Bell Atlantic OSS
         Information permitted by this Agreement. Any access to, or use or
         disclosure of, Bell Atlantic OSS Information by Reseller's employees,
         Agents or contractors, shall be subject to the provisions of this
         Agreement, including, but not limited to, Section 13 and Exhibit 1,
         Section 1.6.3.3.

1.6.3.6           Reseller's license to use Bell Atlantic OSS Information shall
         expire upon the earliest of (a) the time when the Bell Atlantic OSS
         Information is no longer needed by Reseller to provide
         Telecommunications Services to Reseller Customers; (b) termination of
         the license in accordance with this Agreement; or (c) expiration or
         termination of this Agreement.

1.6.3.7           All Bell Atlantic OSS Information received by Reseller shall
         be destroyed or returned by Reseller to Bell Atlantic, upon expiration,
         suspension or termination of the license to use such Bell Atlantic OSS
         Information.

1.6.4             Unless sooner terminated or suspended in accordance with this
         Agreement (including, but not limited to, Section 17.1 and Exhibit I,
         Section 1.7. 1), Reseller's access to Bell Atlantic OSS Information
         through Bell Atlantic OSS Services shall terminate upon the expiration
         or termination of this Agreement.

1.6.5.1           Without in any way limiting Section 16.3, Bell Atlantic shall
         have the right (but not the obligation) to audit reseller to ascertain
         whether Reseller is complying with the requirements of Applicable Law
         and this Agreement, with regard to Reseller's access to, and use and
         disclosure of, Bell Atlantic OSS Information.


                                       35
<PAGE>



1.6.5.2           Without in any way limiting Section 16.3, Section 16.4, or
         Exhibit I, Section 1.6.5.1, Bell Atlantic shall have the right (but not
         the obligation) to monitor Reseller's access to and use of Bell
         Atlantic OSS Information which is made available by Bell Atlantic to
         Reseller pursuant to this Agreement, to ascertain whether Reseller is
         complying with the requirements of Applicable Law and this Agreement,
         with regard to Reseller's access to, and use and disclosure of, such
         Bell Atlantic OSS Information. The foregoing right shall include, but
         not be limited to, the right (but not the obligation) to electronically
         monitor Reseller's access to and use of Bell Atlantic OSS Information
         which is made available by Bell Atlantic to Reseller through Bell
         Atlantic OSS Facilities.

1.6.5.3           Information obtained by Bell Atlantic pursuant to this Exhibit
         1, Section 1.6.5 shall be treated by Bell Atlantic as Confidential
         Information of Reseller pursuant to Section 13; provided that, Bell
         Atlantic shall have the right (but not the obligation) to use and
         disclose information obtained by Bell Atlantic pursuant to this Exhibit
         1, Section 1.6.5 to enforce Applicable Law and/or Bell Atlantic's
         rights under this Agreement.

1.6.6             Reseller acknowledges that the Bell Atlantic OSS Information,
         by its nature, is updated and corrected on a continuous basis by Bell
         Atlantic, and therefore that Bell Atlantic OSS Information is subject
         to change from time to time.

1.7      LIABILITIES AND REMEDIES

1.7.1             Any breach by Reseller, or Reseller's employees, Agents or
         contractors, of the provisions of Exhibit 1, Section 1.5 or Exhibit 1,
         Section 1.6, shall be deemed a material breach of a material provision
         of this Agreement by Reseller under Section 17.1 of this Agreement. In
         addition, if Reseller or an employee, Agent or contractor of Reseller
         at any time breaches a provision of Exhibit I, Section 1.5 or Exhibit
         I, Section 1.6, and such breach continues for more than ten (10) days
         after written notice thereof from Bell Atlantic, then, except as
         otherwise required by Applicable Law, Bell Atlantic shall have the
         right, upon notice to Reseller, to suspend the license to use Bell
         Atlantic OSS Information granted by Exhibit I, Section 1.6.1 and/or
         the provision of Bell Atlantic OSS Services, in whole or in part.

1.7.2             Reseller agrees that Bell Atlantic would be irreparably
         injured by a breach of Exhibit 1, Section 1.5 or Exhibit 1, Section 1.6
         by Reseller or the employees, Agents or contractors of Reseller, and
         that Bell Atlantic shall be entitled to seek equitable relief,
         including injunctive relief and specific performance, in the event of
         any breach of exhibit 1, Section 1.5 or Exhibit 1, Section 1.6 by
         Reseller or the employees, Agents or contractors of Reseller. Such
         remedies shall not be deemed to be the exclusive remedies for a breach
         of Exhibit 1, Section 1.5 or Exhibit 1, Section 1.6, but shall be in
         addition to any other remedies available under this Agreement or at law
         or in equity.

1.8      RELATION TO APPLICABLE LAW

                  The provisions of Exhibit 1, Sections 1.5, 1.6 and 1.7 shall
         be in addition to and not in derogation of any provisions of Applicable
         Law, including, but not limited to, 47


                                       36
<PAGE>



         U.S.C. Section 222 and the FCC rules in 47 CFR Section 64.2001 -
         Section 64.2009, and are not intended to constitute a waiver by Bell
         Atlantic of any right with regard to protection of the confidentiality
         of the information of Bell Atlantic or Bell Atlantic Customers provided
         by Applicable Law.

1.9      CORPORATION

                  Reseller, at Reseller's expense, shall reasonably cooperate
         with Bell Atlantic in using Bell Atlantic OSS Services. Such
         cooperation shall include, but not be limited to, the following:

1.9.1             Upon request by Bell Atlantic, Reseller shall by no later than
         the fifteenth (15th) day of each calendar month submit to Bell Atlantic
         reasonable, good faith estimates (by central office or other Bell
         Atlantic office or geographic area designated by Bell Atlantic) of the
         volume of each Bell Atlantic Retail Telecommunications Service for
         which Reseller anticipates submitting Orders in each week of the next
         calendar month.

1.9.2             Upon request by Bell Atlantic, Reseller shall submit to Bell
         Atlantic reasonable, good faith estimates of other types of
         transactions or use of Bell Atlantic OSS Services that Reseller
         anticipates.

1.9.3             Reseller shall reasonably cooperate with Bell Atlantic in
         submitting Orders for Bell Atlantic Retail Telecommunications Services
         and otherwise using the Bell Atlantic OSS Services, in order to avoid
         exceeding the capacity or capabilities of such Bell Atlantic OSS
         Services.

1.9.4             Reseller shall participate in cooperative testing of Bell
         Atlantic OSS Services and shall provide assistance to Bell Atlantic in
         identifying and correcting mistakes, omissions, interruptions, delays,
         errors, defects, faults, failures, or other deficiencies, in Bell
         Atlantic OSS Services.

1.10              Bell Atlantic access to information related to Reseller
         CUSTOMERS

1.10.1            Bell Atlantic shall have the right to access, use and disclose
         information related to reseller customers that is in bell atlantic's
         possession (including, but not limited to, in Bell Atlantic OSS
         Facilities) to the extent such access, use and/or disclosure has been
         authorized by the reseller customer in the manner required by
         Applicable Law.

1.10.2            Upon request by Bell Atlantic, Reseller shall negotiate in
         good faith and enter into a contract with Bell Atlantic, pursuant to
         which Bell Atlantic may obtain access to reseller's operations support
         systems (including, systems for pre-ordering, ordering, provisioning,
         maintenance and repair, and billing) and information contained in such
         systems, to permit Bell Atlantic to obtain information related to
         Reseller Customers (as authorized by the applicable Reseller Customer),
         to permit customers to transfer service from one telecommunications
         carrier to another, and for such other purposes as may be permitted by
         Applicable Law.


                                       37
<PAGE>



2.       E911/911 SERVICES

2.1               Where and to the extent that Bell Atlantic provides E911/911
         call routing to a Public Safety Answering Point ("PSAP") to Bell
         Atlantic's own end user retail Customers, Bell Atlantic will provide to
         Reseller, for resold Bell Atlantic Retail Telecommunications Service
         dial tone lines, E911/911 call routing to the appropriate PSAP. Bell
         Atlantic will provide Reseller Customer information for resold Bell
         Atlantic Retail Telecommunications Service dial tone lines to the PSAP
         as that information is provided to Bell Atlantic by Reseller where and
         to the same extent that Bell Atlantic provides Bell Atlantic end user
         retail Customer information to the PSAP. Bell Atlantic will update and
         maintain, on the same schedule that Bell Atlantic uses with Bell
         Atlantic's own end user retail Customers, for Reseller Customers served
         by resold Bell Atlantic Retail Telecommunications Service dial tone
         lines, the Reseller Customer information in Bell Atlantic's E911/911
         databases.

2.2               Reseller shall provide to Bell Atlantic the name, telephone
         number and address, of all Reseller Customers, and such other
         information as may be requested by Bell Atlantic, for inclusion in
         E911/911 databases. Any change in Reseller Customer name, address or
         telephone number information (including addition or deletion of a
         Reseller Customer, or a change in Reseller Customer name, telephone
         number or address), or in other E911/911 information supplied by
         Reseller to Bell Atlantic, shall be reported to Bell Atlantic by
         Reseller within one (1) day after the change.

2.3               To the extent that it is necessary (whether as a requirement
         of Applicable Law or otherwise) for Reseller to enter into any
         agreements or other arrangements with governmental entities (or
         governmental entity contractors) related to E911/911 in order for
         Reseller to provide Telecommunications Services, Reseller shall at
         Reseller's expense enter into such agreements and arrangements.

3.       Routing to Directory Assistance and Operator Services

3.1               Upon request by Reseller, to the extent technically feasible,
         Bell Atlantic will provide to Reseller the capability of rerouting to
         Reseller's platforms directory assistance traffic (411 and 555-1212
         calls) from Reseller Customers served by resold Bell Atlantic Retail
         Telecommunications Service dial tone line service and operator services
         traffic (0+ and 0- intraLATA calls) from Reseller Customers served by
         resold Bell Atlantic Retail Telecommunications Service dial tone line
         service.

3.2               A request for the rerouting service described in Exhibit I,
         Section 4.1 must be made by Reseller (a) on a Bell Atlantic
         switch-by-Bell Atlantic switch basis, and (b) at least ninety (90) days
         in advance of the date that the rerouting capability is to be made
         available in an applicable Bell Atlantic switch.

3.3               The prices for the rerouting service described in exhibit I,
         Section 4.1 shall be as stated in Exhibit II, Section 2.


                                       38
<PAGE>

4.       LIDB/BVS

4.1               Upon request by Reseller, Bell Atlantic will maintain
         information (including calling card numbers and collect and bill to
         third party billing restriction notation) for Reseller Customers who
         subscribe to resold Bell Atlantic Retail Telecommunications Service
         dial tone line service, in Bell Atlantic's Line Information Database
         ("LIDB"), where and to the same extent that Bell Atlantic maintains
         information in Bell Atlantic's LIDB for Bell Atlantic's own end-user
         retail Customers.

4.2               If an end-user terminates Bell Atlantic Retail
         Telecommunications Service dial tone line service provided to the
         end-user by Bell Atlantic and, in place thereof, subscribes to Reseller
         for resold Bell Atlantic Retail Telecommunications Service dial tone
         line service, Bell Atlantic will remove from Bell Atlantic's LIDB any
         Bell Atlantic assigned telephone line calling card number (including
         area code) ("TLN") and Personal Identification Number ("PIN")
         associated with the terminated Bell Atlantic Retail Telecommunications
         Service dial tone line service. The Bell Atlantic-assigned TLN and PIN
         will be removed from Bell Atlantic's LIDB within twenty-four (24) hours
         after Bell Atlantic terminates the Bell Atlantic Retail
         Telecommunications Service dial tone line service with which the number
         was associated.  Reseller may issue a new telephone calling card to
         such end-user, utilizing the same TLN, and the same or a different PIN.
         Upon request by Reseller, Bell Atlantic will enter such TLN and PIN in
         Bell Atlantic's LIDB for calling card validation purposes.

4.3               Reseller information which is stored in Bell Atlantic's LIDB
         will be subject, to the same extent as Bell Atlantic information stored
         in Bell Atlantic's LIDB, to access and use by, and disclosure to, those
         persons (including, but not limited to, Bell Atlantic) to whom Bell
         Atlantic allows access to information which is stored in Bell
         Atlantic's LIDB. Reseller hereby grants to Bell Atlantic and the
         persons to whom Bell Atlantic allows access to information which is
         stored in Bell Atlantic's LIDB, a royalty free license for such access,
         use and disclosure.

4.4               Reseller shall obtain contractual agreements with each of the
         persons authorized to have access to Bell Atlantic's LIDB, under which
         Reseller will bill Reseller Customers for calling card, third party,
         collect and other calls validated by such persons through Bell
         Atlantic's LIDB.

4.5               Reseller warrants that the information provided by Reseller
         for inclusion in Bell Atlantic's LIDB will at all times be current,
         accurate and appropriate for use for billing validation services.

4.61              Upon request by Reseller, Bell Atlantic will provide to
         Reseller Bell Atlantic Billing Validation Service, in accordance with
         bell atlantic's Tariffs, for use by Reseller in connection with Bell
         Atlantic Retail Telecommunications Services purchased and provided by
         Reseller pursuant to this Agreement.


                                       39
<PAGE>



4.7               Information in Bell Atlantic's LIDB provided to Reseller shall
         be treated by Reseller as Confidential Information of Bell Atlantic
         pursuant to Section 13.

4.8               The prices for the services described in this Exhibit I,
         Section 5 shall be as stated in Exhibit 11, Section 2.


                                       40
<PAGE>



                                   EXHIBIT II

                        PRICES FOR BELL ATLANTIC SERVICES

1.       BELL ATLANTIC RETAIL TELECOMMUNICATIONS SERVICES

1.1      PRICES

                  The prices for Bell Atlantic Retail Telecommunications
Services shall be the Retail Prices stated in Bell Atlantic's Tariffs for such
Bell Atlantic Retail Telecommunications Services, less: (a) the applicable
discount stated in Bell Atlantic's Tariffs for Bell Atlantic Retail
Telecommunications Services purchased for resale pursuant to 47 U.S.C. Section
251(c)(4); or, (b) in the absence of an applicable Bell Atlantic Tariff discount
for Bell Atlantic Retail Telecommunications Services purchased for resale
pursuant to 47 U.S.C. Section 251(c)(4), the applicable discount stated in
Exhibit II, Attachment 1.

1.2      INAPPLICABILITY OF DISCOUNTS

                  The discounts provided for in Exhibit 11, Section 1.1, shall
not be applied to:

1.2.1             Retail Prices that are in effect for no more than ninety (90)
days;

1.2.2             Charges for services and products provided by Bell Atlantic
that are not Bell Atlantic Retail Telecommunications Services, including, but
not limited to, Bell Atlantic Ancillary Services, and exchange access services
as defined in Section 3(16) of the Act, 47 U.S.C. Section 153(16);

1.2.3             Subscriber Line Charges, Federal Line Cost Charges, end user
common line charges, carrier selection and change charges, and Audiotex Service
charges, and to the extent applicable, the Presubscribed Interexchange Carrier
Charge applicable to Reseller Customers who have not presubscribed to an
interexchange carrier for long distance services; and,

1.2.4             Any service or charge which the Commission, the FCC, or other
governmental entity of appropriate jurisdiction, determines is not subject to a
wholesale rate discount under 47 U.S.C. Section 251(c)(4).

1.3      DISCOUNT CHANGES

1.3.1             Bell Atlantic shall change the discounts provided for in
Exhibit II, Section 1.1, above, from time-to-time, to the extent such change is
required by Applicable Law, including, but not limited to, by regulation or
order of the Commission, the FCC, or other governmental entity of appropriate
jurisdiction.

1.3.2             Bell Atlantic shall have the right to change the discounts
provided for in Exhibit 11, Section 1.1, above, from time-to-time, to the extent
such change is required, approved or


                                       41
<PAGE>

permitted by Applicable Law, including, but not limited to, by regulation or
order of the Commission, the FCC, or other governmental entity of appropriate
jurisdiction.

1.4               Offers of Merchandise and Services which are not Bell Atlantic
Retail Telecommunications Services

                  Reseller shall not be eligible to participate in any Bell
Atlantic plan or program under which Bell Atlantic end user retail Customers may
obtain products or merchandise, or services which are not Bell Atlantic Retail
Telecommunications Services, in return for trying, agreeing to purchase,
purchasing, or using, Bell Atlantic Retail Telecommunications Services.

2.       BELL ATLANTIC ANCILLARY SERVICES

2.1      PRICES

2.1.1             The prices for Bell Atlantic Ancillary Services shall be as
stated: (a) in Bell Atlantic's Tariffs; or, (b) in the absence of an applicable
Bell Atlantic Tariff price, in Exhibit II, Attachment 1.

2.1.2             If Bell Atlantic at any time offers a Bell Atlantic Ancillary
Service the prices for which are not stated in Bell Atlantic's Tariffs or
Exhibit II, Attachment 1, Bell Atlantic shall have the right to revise Exhibit
II, Attachment 1, to add the prices to Exhibit II, Attachment 1.

2.2      PRICE CHANGES

2.2.1             Bell Atlantic shall change the prices for Bell Atlantic
Ancillary Services, from time-to-time, to the extent such change is required by
Applicable Law, including, but not limited to, by regulation or order of the
Commission, the FCC, or other governmental entity of appropriate jurisdiction.

2.2.2             Bell Atlantic shall have the right to change the prices for
Bell Atlantic Ancillary Services, from time-to-time, to the extent such change
is required, approved or permitted by Applicable Law, including, but not
limited to, by regulation or order of the Commission, the FCC, or other
governmental entity of appropriate jurisdiction.

2.2.3             Except as otherwise required by Applicable Law, Bell Atlantic
shall give Reseller thirty (30) days advance written notice of any increase in
the prices stated in Exhibit II, Attachment I for Bell Atlantic Ancillary
Services.


                                       42
<PAGE>



                                                                    ATTACHMENT I
                                                                   to EXHIBIT II

                       BELL ATLANTIC - WEST VIRGINIA, INC.

                    DETAILED SCHEDULE OF ITEMIZED CHARGES(1)

1. Wholesale Discount for Resale of Bell Atlantic Retail Telecommunications
Services

     Resale of Bell Atlantic Retail             17.84% or discount rate as
     Telecommunications Services if RESELLER    established by further
     provides its own Operator Services.        Commission Order.

     Resale of Bell Atlantic Retail             15.05% or discount rate as
     Telecommunications Services if RESELLER    established by further
     uses Bell Atlantic Operator Services.      Commission Order.


---------------------------------

(1)               All rates and charges set forth in this Exhibit II, Attachment
I are subject to change from time-to-time as provided in this Agreement,
including, but not limited to, in Section 2.3 and Exhibit II of this Agreement.
The rates and charges set forth in this Exhibit II, Attachment I shall apply
until such time as they are replaced by new rates as may be approved or allowed
into effect by the Commission from time to time, subject to a stay or other
order issued by any court of competent jurisdiction. At such time(s) as such new
rates have been approved or allowed into effect by the Commission, the Parties
shall amend this Exhibit II, Attachment I to reflect the new approved rates.

                  Except for citations to generally available services and rates
offered under Bell Atlantic's Tariffs, all services and rates listed in this
Exhibit II, Attachment I are available to Reseller only in connection with the
purchase and resale of Bell Atlantic Retail Telecommunications Services by
Reseller under this Agreement. Adherence to this limitation shall be subject to
reasonable audit by Bell Atlantic.

                  The rates set forth in Sections II through IV of this Exhibit
II, Attachment 1, are in addition to, and not in lieu of, any other rates set
forth in this Agreement.

                  In addition to charges for Bell Atlantic Services, Reseller
shall pay, or collect and remit, applicable taxes and surcharges (including, but
not limited to, E911/911, telecommunications relay service, and universal
service fund, surcharges), as required by Applicable Law and this Agreement.

<PAGE>

<TABLE>
<CAPTION>
SERVICE OR ELEMENT DESCRIPTION:                           RECURRING CHARGES:                      NON-RECURRING
                                                                                                  CHARGE:

<S>                                                       <C>                                     <C>
II.  Access to Operation Support Systems

     A.   Pre-Ordering                                    $.26/Query                              Not Applicable

     B.   Ordering                                        $4.3123/Transaction                     Not Applicable

     C.   Provisioning                                    Included in Ordering                    Not Applicable

     D.   Maintenance & Repair

          1.   ECG Access                                 $.26/Query                              Not Applicable

          2.   EB/OSI Access                              $1.18/Trouble Ticket                    Not Applicable

     E.   Billing

          1.   CD-ROM                                     $250.02/CD-ROM                          Not Applicable

          2.   Daily Usage File

               a.   Existing Message Recording            $.000262/Message                        Not Applicable

          2.   Daily Usage File (Continued)

               b.   Delivery of DUF

                    Data Tape                             $19.94/Tape                             $62.25/Programming Hour

                    Network Data Mover                    $.000095/Message                        Not Applicable

                    CMDS                                  $.000095/Message                        $62.25/Programming Hour

               c.   DUF Transport

                    9.6 kb Communications Port            $10.39/Month                            $7987.36/Port

                    56 kb Communications Port             $28.69/Month                            $33,054.84/Port

                    256 kb Communications Port            $28.69/Month                            $55,026.09/Port

                    T1 Communications Port                $364.3 1/Month                          $196,348.98/Port

                    Line Installation                     Not Applicable                          $62.25/Programming Hour

                    Port Set-up                           Not Applicable                          $10.00/port

                    Network Control Programming Coding    Not Applicable                          $62.25/Programming Hour
</TABLE>


                                       2
<PAGE>



<TABLE>
<CAPTION>
SERVICE- OR ELEMENT DESCRIPTION:                          RECURRING CHARGES:                      NON-RECURRING
                                                                                                  CHARGE:

<S>                                                       <C>                                     <C>
III. Directory Assistance/Operator Services Routing

     To Reseller Platform                                 $.157388/Line/Month                     $3.89/Line

     To BA Platform for Re-Branding                       $.0787/Call                             $3.89/Line

IV.  LIDB Interconnection/Billing Validation Service

     LIDB Point Codes                                     Not Applicable                          $87.04/Point Code

     Calling Card                                         $.0149/Query                            Not Applicable

     Billed Number Screening                              $.0149/Query                            Not Applicable

     Storage of RESELLER's Data in LIDB Database          Not Applicable                          $1,490.34 Service
                                                                                                  Establishment/
                                                                                                  Request

</TABLE>


                                       3


<PAGE>



                            Appendix 1, Attachment 25

                 QUALIFIED BUSINESS LINES FOR VOLUME COMMITMENT

                                  WEST VIRGINIA
<TABLE>
<S>                                                                             <C>                   <C>
------------------------------------------------------------------------------------------------------------------------
Access Lines
------------------------------------------------------------------------------------------------------------------------
Message Business Service                                                            WHB
------------------------------------------------------------------------------------------------------------------------
Measured Business Service                                                           RUB                    AQE
------------------------------------------------------------------------------------------------------------------------
Flat Rate                                                                           IUB                    AAY
------------------------------------------------------------------------------------------------------------------------
Direct Inward Dial Trunks                                                           NDT
------------------------------------------------------------------------------------------------------------------------
Direct Inward Dial Blocks                                                           NDZ                    NDJ
------------------------------------------------------------------------------------------------------------------------
PBX Trunks Measured                                                                 TV4                    TFR
------------------------------------------------------------------------------------------------------------------------
PBX Trunks Flat                                                                    TV1 ++
------------------------------------------------------------------------------------------------------------------------
PBX Digital trunks                                                                  D7Z                    D7W
------------------------------------------------------------------------------------------------------------------------
                                    CENTREX:**
------------------------------------------------------------------------------------------------------------------------
**Excludes:

1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom
Pricing)

2. Centrex systems which serve multiple end user customers
------------------------------------------------------------------------------------------------------------------------
                  CENTREX - CUSTOPAK I CLASS OF SERVICE
------------------------------------------------------------------------------------------------------------------------
Measured                                                                           CEM+X
------------------------------------------------------------------------------------------------------------------------
                             CUSTOPAK LINES
------------------------------------------------------------------------------------------------------------------------
Unrestricted                                                                        R3G
------------------------------------------------------------------------------------------------------------------------
Restricted                                                                          R3K
------------------------------------------------------------------------------------------------------------------------
Primary: Off Prem                                                                   RX3
------------------------------------------------------------------------------------------------------------------------
               CENTREX - CUSTOFLEX 2100 / CLASS OF SERVICE
------------------------------------------------------------------------------------------------------------------------
Measured                                                                           KEN+X
------------------------------------------------------------------------------------------------------------------------
                          CUSTOFLEX 2100 LINES
------------------------------------------------------------------------------------------------------------------------
Unrestricted                                                                        R4N
------------------------------------------------------------------------------------------------------------------------
Restricted                                                                          RHK
------------------------------------------------------------------------------------------------------------------------
Primary Off Prem                                                                    RX3
------------------------------------------------------------------------------------------------------------------------
ISDN - Unrestricted                                                                 XQA
------------------------------------------------------------------------------------------------------------------------
ISDN - Restricted                                                                   XQK
------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                  PAGE 1 OF 1
<PAGE>



                            APPENDIX 1, ATTACHMENT 26

                 PRODUCT AND SERVICES ELIGIBLE FOR VTD DISCOUNT

                                  WEST VIRGINIA
<TABLE>
<S>                                                                             <C>               <C>
----------------------------------------------------------------------------------------------------------------
Access Lines
----------------------------------------------------------------------------------------------------------------
Message Business Service                                                             WHB
----------------------------------------------------------------------------------------------------------------
Measured Business Service                                                            RUB             AQE
----------------------------------------------------------------------------------------------------------------
Flat Rate                                                                            IUB             AAY
----------------------------------------------------------------------------------------------------------------
Direct Inward Dial Trunks                                                            NDT
----------------------------------------------------------------------------------------------------------------
Direct Inward Dial Blocks                                                            NDZ             NDJ
----------------------------------------------------------------------------------------------------------------
PBX Trunks Measured                                                                  1V4             TFR
----------------------------------------------------------------------------------------------------------------
PBX Trunks Flat                                                                    TV1 ++
----------------------------------------------------------------------------------------------------------------
PBX Digital trunks                                                                   D7Z             D7W
----------------------------------------------------------------------------------------------------------------
INTRA-LATA TOLL

* Must be associated with a resold VTD Qualified Business Line
----------------------------------------------------------------------------------------------------------------
Message Rate Service                                                                 N/A
----------------------------------------------------------------------------------------------------------------
MTS, including Key Connections & Rewarding Connections                             VVVDKI            WRV
----------------------------------------------------------------------------------------------------------------
Optional Calling Plan but excluding all other OCPs                                  OVSXX           OVS1X
----------------------------------------------------------------------------------------------------------------
Features

* Must be associated with a resold VTD Qualified Business Line
----------------------------------------------------------------------------------------------------------------
Touch Tone                                                                           TTB                TJ B
----------------------------------------------------------------------------------------------------------------
IQ SERVICES:

* Must be associated with a resold VTD Qualified Business Line
----------------------------------------------------------------------------------------------------------------
Call Forwarding                                                                      ESM
----------------------------------------------------------------------------------------------------------------
Call Waiting                                                                         ESX
----------------------------------------------------------------------------------------------------------------
Call Waiting ID                                                                      NWT
----------------------------------------------------------------------------------------------------------------
Speed Dialing 8                                                                      ESL
----------------------------------------------------------------------------------------------------------------
Speed Dialing 30                                                                     ESF
----------------------------------------------------------------------------------------------------------------
3 Way Calling (per Use or Monthly)                                                   ESC
----------------------------------------------------------------------------------------------------------------
*69 (per Use or Monthly)                                                             NSS
----------------------------------------------------------------------------------------------------------------
Call Trace (Per Use Charge)
----------------------------------------------------------------------------------------------------------------
Caller ID                                                                            NSD
----------------------------------------------------------------------------------------------------------------
Caller ID with Name                                                                  NDF
----------------------------------------------------------------------------------------------------------------
Per Call Blocking (Per Use Charge)
----------------------------------------------------------------------------------------------------------------
Repeat Dialing                                                                       NSQ
----------------------------------------------------------------------------------------------------------------
Ultra Forward                                                                        FRM
----------------------------------------------------------------------------------------------------------------
Distinctive Ring                                                                    DRQ+X
----------------------------------------------------------------------------------------------------------------
Priority Call                                                                        NSK
----------------------------------------------------------------------------------------------------------------
Select Forward                                                                       NCE
----------------------------------------------------------------------------------------------------------------
Call Block                                                                           NSY
----------------------------------------------------------------------------------------------------------------
Call Gate                                                                            OC4
----------------------------------------------------------------------------------------------------------------
Anonymous Call Rejection - w/Caller ID                                               AWY
----------------------------------------------------------------------------------------------------------------
</TABLE>



                                  PAGE 1 of 1