<PAGE>

                  NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY
                           RESALE SERVICE AGREEMENT

         This Agreement is by and between New England Telephone and Telegraph
Company ("NET") d/b/a Bell Atlantic - Rhode Island and Essential.Com, Inc.
("Reseller").

         WHEREAS, NET will offer local exchange services ("Service(s)") for
resale;

         WHEREAS, Reseller is a reseller operating in the State of Rhode
Island;

         WHEREAS, NET and Reseller have negotiated in good faith for the
resale of such Services pursuant to and consistent with the
Telecommunications Act of 1996.

         NOW, THEREFORE, in consideration of the mutual obligations set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, NET and Reseller agree as
follows:

1.       RESALE ARRANGEMENT

         NET will offer telecommunications services it provides at retail to end
         users in the State of Rhode Island for resale by Reseller in accordance
         with the attached Terms and Conditions -- Resale Services contained in
         Attachment A. Attachment A is incorporated herein as an integral and
         necessary part of the parties' agreement. Whenever reference is made
         herein to the Agreement, the reference includes Attachment A.

2.       TERM OF AGREEMENT

          A.       NET will file this Agreement promptly with the Rhode Island
                   Public Utility Commission ("RIPUC") for approval pursuant to
                   section 252 of the Telecommunications Act of 1996. The
                   Agreement will be effective as of the date the resale
                   agreement is signed by both parties.

          B.       Upon execution of the Agreement by both parties, NET and
                   Reseller shall endeavor to jointly develop an implementation
                   plan for the services that Reseller will resell.

          C.       Each Party agrees to fully support approval of the Agreement
                   by the RIPUC without modification. The Parties, however,
                   reserve the right to seek regulatory relief and otherwise
                   seek redress from each other regarding performance and
                   implementation of this Agreement. In the event the RIPUC
                   rejects this Agreement in whole or in part the Parties agree
                   to meet and negotiate in good faith to arrive at a mutually
                   acceptable modification of the rejected portion(s); provided
                   that such rejected portion(s) shall not affect the validity
                   of the remainder of this Agreement.

           D.      The Agreement is subject to change, modification, or
                   cancellation as may be required and mutually agreed by either
                   Party based on any significant change in Federal
                   Communications Commission or RIPUC rules which may impact the
                   provision of service under this Agreement or the rights and
                   obligations of the Parties under the Act.

           E.      Either party may terminate Agreement with 90 days written
                   notification to the other.


  3.                CHARGES

                                       1

<PAGE>

         Reseller shall pay NET the charges contained in Attachment A. The
         Parties understand that the charges contained in Attachment A are
         subject to revision by the RIPUC. If the RIPUC issues any decision or
         order which approves for any telecommunications carrier different
         charges for any of the services contained in Attachment A within six
         months following the effective date of this Agreement, the Parties will
         true-up the charges paid under this Agreement retroactive to the
         effective date of the Agreement based upon the decision or order of the
         RIPUC. However, if the RIPUC does not issue such a decision or order
         within six months, the Parties agree that there will be no true-up, and
         any new charges approved thereafter by the RIPUC will apply to the
         services provided under this Agreement as of the date of the RIPUC
         order or decision.

4.       PROMOTIONAL MATERIAL

         NET shall provide Reseller with a reasonable amount of information
         related to the use of the services it will resell for Reseller's use in
         its marketing and product materials. NET, in consultation with
         Reseller, shall determine the type, quantity, and availability of the
         information to be provided to Reseller. NET shall also make available
         to Reseller's personnel basic training related to the use and operation
         of the services. NET shall reasonably determine the timing and content
         of such training. Such training and promotional material shall be
         provided to Reseller only and NET is under no obligation to provide any
         training or promotional material to any other person or entity Reseller
         may engage in the sale, provision, or use of the Services.

5.       GOVERNING LAW

         This Agreement shall be governed by and construed in accordance with
         the laws of the State of Rhode Island, except a provision of law which
         would refer any issue to another jurisdiction.

6.       ENTIRE AGREEMENT

         This Agreement constitutes the entire understanding between the Parties
         with respect to the subject matter hereof and supersedes all prior
         understandings, oral or written representations, statements,
         negotiations, proposals and undertakings in oral written form.

7.       AMENDMENTS AND WAIVERS

         A.        This Agreement may be amended or additional provision may be
                   added by written agreement signed by or on behalf of both
                   parties. No amendment or waiver of any provisions of this
                   Agreement, and no consent to any default under this
                   Agreement, shall be effective unless the same shall be in
                   writing and signed by a duly authorized representative on
                   behalf of the party against whom such amendment, waiver or
                   consent is claimed, except as otherwise provided in this
                   Agreement preceding. In addition, no course of dealing or
                   failure of any party to enforce strictly any term, right or
                   condition of this Agreement shall be construed as a waiver
                   of such term, right or condition.

          B.       Either party's failure at any time to enforce any of the
                   provisions of this Agreement or any right with respect
                   thereto, or to exercise any option herein provided, will in
                   no way be construed to be a waiver of such provisions,
                   rights, or options or in any way to affect the validity of
                   this Agreement. The exercise by either party of any rights or
                   options under the terms herein shall not preclude or
                   prejudice the exercise thereafter of the same or other rights
                   under this Agreement.

8.       ASSIGNMENT

         Neither party may assign or transfer (whether by operation of law or
         otherwise) this Agreement (or any rights or obligations hereunder) to a
         third party without the prior written consent of the

                                                      2
<PAGE>

         other party which consent shall not be unreasonably withheld; provided,
         however, each party may assign this Agreement to a corporate affiliate
         or an entity under its common control or an entity acquiring all or
         substantially all of its assets or equity by providing prior written
         notice to the other party of such assignment or transfer. Any attempted
         assignment or transfer that is not permitted shall be void AB INITIO.
         All obligations and duties of any party shall be binding on all
         successors in interest and assigns of such party.

9.       NOTICE AND DEMAND

         Except as otherwise provided under this Agreement, all notices,
         demands, or requests which may be given by any party to the other party
         shall be in writing and shall be deemed to have been duly given on the
         date delivered in person or deposited, postage prepaid, in the United
         States Mail via Certified Mail or nationally recognized overnight
         carrier, return receipt requested, and addressed as follows:

               TO RESELLER:         President
                                    Essential.Com, Inc.
                                    3 Burlington Woods Drive
                                    Burlington, MA 01803
                                    Tel: (781) 229-9599
                                    Fax: (781) 229-9499

               TO COMPANY:          Account Manager - Resale Services
                                    222 Bloomingdale Road
                                    2nd floor
                                    White Plains, NY 10605

                            cc:     Bell Atlantic Corporation
                                    General Counsel
                                    1095 Avenue of the Americas
                                    41st floor
                                    New York, NY 10036

          If personal delivery is selected as the method of giving notice under
          this Section, a receipt of such delivery shall be obtained. The
          address to which such notices, demands, requests, elections or other
          communications are to be given by either party may be changed by
          written notice given by such party to the other party pursuant to this
          Section.

10.       THIRD-PARTY BENEFICIARIES

          This Agreement shall not provide any person not a party to this
          Agreement with any remedy, claim, liability, reimbursement claim of
          action or other right in excess of those existing without reference to
          this Agreement.

11.       FORCE MAJEURE

          Neither party shall be deemed to be negligent, at fault, or otherwise
          liable in any respect for any delay or failure in performance of any
          part of this Agreement to the extent that such failure or delay is
          caused by acts of God, acts of civil or military authority, government
          regulations, embargoes, epidemics, war, terrorist acts, riots,
          insurrections, fires, explosions, earthquakes, nuclear accidents,
          floods, strikes, power blackouts, volcanic action, other major
          environmental

                                       3
<PAGE>

         disturbances, unusually severe weather conditions, inability to secure
         products or services of other persons or transportation facilities, or
         acts or omissions of transportation common carriers or other causes
         beyond the control of the party obligated to perform. If any force
         majeure condition occurs, the party delayed or unable to perform shall
         give immediate notice to the other Party and shall take all reasonable
         steps to correct the force majeure condition. During the pendency of
         the force majeure, the duties of the parties under this Agreement
         affected by the force majeure condition shall be abated and shall
         resume without liability thereafter.

12.      CONTINGENCY

         Notwithstanding any other provision of this Agreement, this Agreement
         is subject to change, modification, or cancellation as may be
         required by a regulatory authority or court in the exercise of its
         lawful jurisdiction.

13.      COMPLIANCE

         Each Party shall comply with all applicable federal, state, and local
         laws, rules, and regulations applicable to its performance under this
         Agreement.

14.      NON-EXCLUSIVE AGREEMENT

         This Agreement is non-exclusive. NET reserves the right to extend to
         others the Services and rights provided for herein.

15.      PUBLICITY AND USE OF TRADEMARKS OR SERVICE MARKS

         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.

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

16.      SEVERABILITY

          In the event any of the provisions of this Agreement are found to be
          invalid by any administrative agency, arbitrator or court or competent
          jurisdiction, the remaining provisions of this Agreement, whether
          relating to similar or dissimilar subjects, shall nevertheless be
          binding with the same effect as though the invalid provisions were
          deleted, unless the result would be to substantially change the rights
          or obligations of either party, in which event the parties shall seek
          to negotiate in good faith revisions to the Agreement consistent with
          their earlier intent. Failing further agreement, this Agreement shall
          terminate and no party shall be liable to the other, except for
          outstanding amounts due under this Agreement, including, but not
          limited to, amounts due pursuant to the payment terms, the carryover
          pool, and any other amounts which survive termination as stated in
          this Agreement.

17.      EXECUTED IN COUNTERPARTS

          This Agreement may be executed in any number of counterparts, each of
          which shall be an original, but such counterparts shall together
          constitute but one and the same document.

                                       4
<PAGE>

18.      HEADINGS

         The headings in this Agreement are for convenience and shall not be
         construed to define or limit any of the terms herein or affect the
         meanings or interpretation of this Agreement.

19.      DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

         EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NO PARTY MAKES OR
         RECEIVES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE
         SERVICES, FUNCTIONS AND PRODUCTS IT PROVIDES UNDER OR CONTEMPLATED BY
         THIS AGREEMENT AND THE PARTIES DISCLAIM THE IMPLIED WARRANTIES OF
         MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.

20.      JOINT WORK PRODUCT

         This Agreement is the joint work product of the Parties and has been
         negotiated by the Parties and their respective counsel and shall be
         fairly interpreted in accordance with its terms and, in the event of
         any ambiguities, no inferences shall be drawn against either party.

                                       5

<PAGE>

        IN WITNESS WHEREOF, the parties have executed this Agreement.

ESSENTIAL.COM, INC.

BY:  /s/ Akhil Garland
     ------------------------------------------
     Signature
     Akhil Garland
     ------------------------------------------
     Name (Printed)
ITS: CEO
     ------------------------------------------
     Title

DATE: August 4, 1999
     ------------------------------------------

BY:  /s/ Patrick Moran
     ------------------------------------------
     Signature
     Patrick Moran
     ------------------------------------------
     Name (Printed)
ITS: Vice President-Operations
     ------------------------------------------
     Title

DATE: August 4, 1999
     ------------------------------------------

BY:  /s/ John Duffy
     ------------------------------------------
     Signature
     John Duffy
     ------------------------------------------
     Name (Printed)
ITS: Vice President-Business Development
     ------------------------------------------
     Title

DATE: August 4, 1999
     ------------------------------------------

NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY d/b/a BELL ATLANTIC - RHODE
ISLAND

BY:  /s/ Jeffrey A. Masoner
     ------------------------------------------
     Signature
     Jeffrey A. Masoner
     ------------------------------------------
     Name (Printed)
TITLE: Vice President-Telecom Industry Services
     ------------------------------------------

DATE: August 17, 1999
     ------------------------------------------


                                       6
<PAGE>
                                                                   Attachment A

6.1     RESALE

6.1.1   GENERAL

6.1.1.1 TERMS AND CONDITIONS STRUCTURE
    (A) The terms and conditions are divided into sections which are structured
        numerically, (e.g., Section 6.1, 6.2, 6.3 etc.).

6.1.2   REFERENCING

6.1.2.1 REFERENCE TO TARIFFS
    (A) Whenever reference is made in these terms and conditions to tariffs of
        the Telephone Company, the reference is to the tariffs in force as of
        the effective date of these terms and conditions, and to amendments
        thereto and successive issues thereof. The regulations, rates and
        charges contained herein are in addition to the applicable regulations,
        rates and charges specified in tariffs of the Telephone Company which
        may be referenced.

6.1.2.2 TRADEMARKS AND SERVICE MARKS
    (A) Refer to RIPUC No. 15.

6.1.3   TERMS AND CONDITIONS TERMINOLOGY
        Unless otherwise defined herein, terminology contained within these
        terms and conditions are as defined in RIPUC No. 15.

6.1.3.1 DEFINITIONS
        END USER - Any person purchasing service for their own use rather than
        for sale to another person, party or entity etc. End Users may not
        purchase from these terms and conditions.

        PREMISES - This term as defined in RIPUC No. 15 is a reference to the
        premises at which the service is provided, and not a reference to the
        reseller's premises

        RESALE - The sale to another person of telecommunications services
        purchased from the Telephone Company. A person purchases for resale
        when such person purchases a service for the purpose of reselling it
        to another (rather than the purpose of using the service itself).

        RESELLER/CUSTOMER - Any individual, partnership, association, joint
        stock company, trust, corporation, governmental entity or other
        entity, authorized by law to resell telecommunications services in the
        state of Rhode Island, which subscribes to the telecommunications
        services offered under these terms and conditions.

          TELEPHONE COMPANY - The New England Telephone and Telegraph Company.

                                       7
<PAGE>

6.2      GENERAL REGULATIONS
         In addition to the general regulations contained herein, the general
         regulations specified in RIPUC No. 15 also apply.

6.2.1    APPLICATION OF TERMS AND CONDITIONS
6.2.1.1  SCOPE
    (A)  Regulations, rates and charges in these terms and conditions apply to
         the offering of Telephone Company telecommunications services for
         resale.

    (B)  Only a reseller authorized by law to resell telecommunications
         services in the State of Rhode Island may purchase under these terms
         and conditions. These terms and conditions are not intended to
         enlarge, restrict, or otherwise affect any provision of law relating
         to the authority to resell telecommunications services.

         (1) Resellers do not surrender any right to purchase from any of the
         Telephone Company's intrastate tariffs by purchasing from these terms
         and conditions. However, the discounts contained herein will apply only
         to purchases from these terms and conditions. Resellers purchasing
         retail services from the Telephone Company's intrastate tariffs will do
         so through traditional retail channels, and will be billed accordingly.

    (C)  In addition to the responsibilities and obligations specified in RIPUC
         No. 15, the reseller must conform to any applicable rules and
         regulations set forth by the Public Utilities Commission.

    (D)  The resale of telecommunications services and the provision thereof by
         the Telephone Company as set forth in these terms and conditions does
         not constitute a joint undertaking nor does it constitute an agency,
         contractual or any other type of relationship between the reseller and
         the Telephone Company (other than that of purchaser and seller) or
         between the Telephone Company and the reseller's end user.

    (E)  A reseller ordering a resold service under these terms and conditions
         has all of the obligations that would be imposed under the applicable
         Telephone Company tariff upon an end user who orders the service
         directly from the Telephone Company. Such obligations include, without
         limitation, the obligation to pay for the service, whether or not the
         reseller is being paid by its own customers. The rate charged for such
         service, when sold to a reseller under these terms and conditions, is
         to be determined in accordance with rates and charges specified in
         these terms and conditions. However, services that are sold to the
         Telephone Company end users only in conjunction with the purchase of
         basic dial tone service will be available for resale only in
         conjunction with the resale of basic dial tone service and not on a
         stand alone basis.

                                       8
<PAGE>


61       GENERAL REGULATIONS (CONT'D)
6.2.2    RESPONSIBILITY OF THE TELEPHONE COMPANY
6.2.2.1  PROVISION OF SERVICE

    (A)  The Telephone Company's obligation to furnish service, or to continue
         to furnish service, is dependent on its ability to obtain without
         charge, danger or undue difficulty access to the premises where the
         service is to be provided (where such access is necessary for the
         provision of service).

         (1) Should a reseller's end user request that a Telephone Company
         technician prove his/her identity as an employee of the Telephone
         Company before the end user will permit access to their premises,
         the technician's Telephone Company identification badge or the Bell
         Atlantic registered trademark/servicemark (logo) that is visibly
         displayed on the technician's service vehicle will be evidence of such
         proof. If the Telephone Company misses the scheduled service
         appointment as a result of the reseller's end user's refusal to permit
         access to the Telephone Company technician, neither the reseller nor
         the reseller's end user will be entitled to any waivers of charges for
         missed service appointments that may be offered by the Telephone
         Company under service guarantee programs that are associated with the
         service being provided.

    (B)  The Telephone Company reserves the right to refuse an application for
         service made by, or for the benefit of, a reseller who is indebted to
         the Telephone Company for telephone service previously furnished.

         (1) In the event that service is connected for a reseller who is
         indebted to the Telephone Company for service previously furnished to
         such reseller, the Telephone Company will notify the reseller in
         writing via Certified U.S. Mail, that the service will be terminated by
         the Telephone Company unless the reseller satisfies the indebtedness
         within 10 days of the date of the reseller's receipt of such
         notification.

    (C)  The services offered under the provisions of these terms and conditions
         are subject to the availability of facilities, including switching
         capacity, and necessary operational support systems.

         (1) If existing facilities will not enable the Telephone Company to
         meet all outstanding service orders, such orders will be handled in
         accordance with reasonable priority rules that do not unreasonably
         discriminate between resellers purchasing under these terms and
         conditions and end user customers of the Telephone Company.

    (D)  Resold services offered by the Telephone Company are at least
         technically equivalent to the corresponding service offerings that the
         Telephone Company provides to its own end users provided that the
         reseller complies with the regulations contained in these terms and
         conditions.

                                       9
<PAGE>

6.2      GENERAL REGULATIONS (CONT'D)
6.2.2    RESPONSIBILITY OF THE TELEPHONE COMPANY (CONT'D)
6.2.2.1  PROVISION OF SERVICE (CONT'D)

    (E)  The Telephone Company will provide service (including the installation
         and repair thereof) to resellers at levels that meet the capabilities,
         functions and performance levels available to Telephone Company
         similarly situated end users providing that the reseller complies with
         the regulations contained in these terms and conditions.

         (1) Telephone Company personnel dispatched to a reseller's end user
         premises for purposes of installation or repair will not accept
         requests on behalf of the reseller for new or modified service beyond
         that requested by the reseller.

    (F)  To the extent the provision of repair and installation services under
         these terms and conditions entails the appearance by Telephone Company
         personnel at the premises of a reseller's end user, the uniforms worn
         by such personnel, and the vehicles and other equipment that they use,
         may be marked in the conventional manner with the Telephone Company's
         name, trademarks, service marks, and logos.

6.2.2.2  INTERRUPTION OF SERVICE

    (A)  Allowances for interruption of service are available to resellers to
         the extent and under the same circumstances as they would be available
         to Telephone Company end users under RIPUC No. 15.

6.2.3    RESPONSIBILITY OF THE RESELLER

6.2.3.1  RESELLER NOTIFICATION AND COORDINATION

    (A)  Unless otherwise specified herein, whenever customer notification is
         required, the Telephone Company is responsible for providing notice
         only to the reseller who is the customer of record.

         (1) The reseller, and not the Telephone Company is responsible for
         providing any notices, bill inserts or other information as may be
         required to the reseller's end users.

         (2) The Telephone Company will not provide resellers with advance
         notice of its intent to offer a new retail service (or to modify an
         existing retail service) except to the extent that public notice of
         certain tariff changes is required by the regulation or orders of the
         Public Utilities Commission or other applicable law.

                                       10
<PAGE>

6.2      GENERAL REGULATIONS (CONT'D)
6.2.3    RESPONSIBILITY OF THE RESELLER (CONT'D)
6.2.3.2  LIABILITY

    (A)  The reseller shall reimburse the Telephone Company for damages to
         Telephone Company facilities utilized to provide services under these
         terms and conditions caused by negligence or willful act of the
         reseller or the reseller's end user or resulting from the reseller's
         or reseller's end user's improper use of the Telephone Company
         facilities, or due to malfunction of any facilities or equipment
         provided by other than the Telephone Company. Nothing in the foregoing
         provision shall be interpreted to hold one reseller liable for another
         reseller's actions. The Telephone Company will, upon reimbursement for
         damages, cooperate with the reseller in prosecuting a claim against
         the person causing such damage and the reseller shall be subrogated to
         the right of recovery by the Telephone Company for the damages to the
         extent of such payment.

    (B)  With respect to claims of patent infringement made by third persons,
         the reseller shall defend, indemnify, protect and save harmless the
         Telephone Company from and against all claims arising out of the
         combining with, or use in connection with, the services provided under
         these terms and conditions, any circuit, apparatus, system or method
         provided by the reseller or reseller's end user.

    (C)  The reseller shall defend, indemnify and save harmless the Telephone
         Company from and against suits, claims, losses or damages including
         punitive damages, attorney's fees and court cost by third persons
         arising out of the construction, installation, operation, maintenance
         or removal of the circuits, facilities or equipment connected to the
         Telephone Company's services provided under these terms and
         conditions, including, without limitation, Workmen's Compensation
         claims, actions for infringement of copyright and / or unauthorized
         use of program material, libel and slander actions based on the
         content of communications transmitted over the reseller's circuits,
         facilities or equipment, and proceedings to recover taxes, fines, or
         penalties for failure of the reseller to obtain or maintain in effect
         any necessary certificates, permits, licenses, or other authority to
         acquire or operate the services provided under these terms and
         conditions; provided, however, the foregoing indemnification shall not
         apply to suits, claims, and demands to recover damages for damage to
         property, death or personal injury unless such suits, claims or
         demands are based on the tortious conduct of the reseller, its
         officers, agents or employees.

    (D)  The reseller shall defend, indemnify and save harmless the Telephone
         Company from and against any suits, claims, losses or damages,
         including punitive damages, attorneys fees and court costs by the
         customer or third parties arising out of any act or omission of the
         reseller or the reseller's end user in the course of using services
         provided under these terms and conditions.

                                       11
<PAGE>

6.2      GENERAL REGULATIONS (CONT'D)
6.2.3    RESPONSIBILITY OF THE RESELLER (CONT'D)
6.2.3.2  LIABILITY (CONT'D)

    (E)  In case of damage, loss, theft or destruction of equipment and
         facilities furnished by the Telephone Company due to negligence or
         willful act of the reseller or the reseller's end user or other
         persons authorized to use the service, the reseller or reseller's end
         user may be required to pay the expense incurred by the Telephone
         Company to replace or restore the equipment and facilities to its
         original condition.

    (F)  The reseller assumes the responsibility for enforcement of all tariff
         regulations and class of service restrictions imposed for any
         particular service (e.g. prohibitions against unlawful use, damage to
         Telephone Company property, distinctions between residence and
         business) and any liability arising from violations thereof.

6.2.3.3 CERTIFICATIONS AND PROOF OF EXEMPTIONS

    (A)  Upon reasonable request the reseller shall certify to the Telephone
         Company in writing that the services the reseller is purchasing under
         these terms and conditions are being purchased for resale.

    (B)  The reseller shall provide the Telephone Company with any certificates
         or other documentation that may be required under state law pertaining
         to tax exemptions.

    (C)  The reseller shall provide to the Telephone Company any additional
         information that is reasonably necessary to enable the Telephone
         Company to fulfill its obligations under these terms and conditions.

6.2.3.4  REFERENCES TO THE TELEPHONE COMPANY

    (A)  The reseller may advise end users that certain services are provided
         by the Telephone Company in connection with the service the reseller
         furnishes to end users; however, the reseller shall not state, imply
         or represent that the Telephone Company jointly participates in or is
         part of any partnership or joint business arrangement for the
         provision of services to the reseller's customers.

6.2.4    CUSTOMER NOTIFICATION AND COORDINATION
6.2.4.1  PROVISION AND OWNERSHIP OF TELEPHONE NUMBERS

    (A)  The Telephone Company reserves the reasonable right to assign,
         designate or change telephone numbers, or any other call number
         designations associated with resold service, or the Telephone Company
         serving central office prefixes associated with such numbers, when
         necessary in the conduct of business. Any such decisions about the
         assignment, designation or change of telephone numbers or office
         prefixes will be made in a nondiscriminatory manner.

    (B)  Should it become necessary to make a change in such number(s), the
         Telephone Company will give the reseller six months notice of the
         change(s), including an explanation of the reason(s) for the
         change(s), by Certified U.S. Mail.

                                       12


<PAGE>


6.2      GENERAL REGULATIONS (CONT'D)
6.2.4    CUSTOMER NOTIFICATION AND COORDINATION (CONT'D)
6.2.4.1  PROVISION AND OWNERSHIP OF TELEPHONE NUMBERS (CONT'D)

         (1) In the case of emergency conditions, (e.g. a fire in a wire
         center), it may be necessary to change a telephone number without six
         months notice in order to provide service to the reseller.

6.3      ORDERING OF SERVICE
6.3.1    ORDERS FOR RESOLD SERVICES
6.3.1.1  GENERAL

    (A)  The reseller shall supply all the information reasonably necessary for
         the Telephone Company to provide and bill for the requested service, to
         include the reseller's end user in its directory listing service and to
         otherwise fulfill its obligations under these terms and conditions
         [e.g., end username and premises location, configuration of service,
         and facility interface].

         (1) The reseller is responsible to submit complete and accurate orders.
         Failure to do so may result in service discrepancies for which the
         Telephone Company will not be responsible.

    (B)  If the reseller assumes the account of an existing Telephone Company
         end user at the end user's existing premises, the order must identify
         the end user's billing telephone number and line(s) and indicate that
         the end user's existing service (or any specified modification to
         and/or cancellation of the existing service) is to be transferred to
         the reseller.

         (1) Authorization to Assume an Account - A reseller placing an order
         under which it will assume the account of an existing Telephone
         Company end user customer, or the account of an existing end
         user customer of another reseller, must obtain appropriate
         authorization from that end user for the change of service
         provider. The reseller must verify and confirm that authorization
         is in accordance with the laws and provisions that govern such
         matters as established or may be established in the State of Rhode
         Island.

    (C)  Resellers may not order services in a particular building or other
         location where a reseller has not yet obtained end users at the time
         that the reseller's order is placed with the Telephone Company.

    (D)  Resellers may not order service in a particular building or other
         location when doing so would preclude or delay other potential
         providers from offering services in that particular building or other
         location.

    (E)  Resellers may not order service under these terms and conditions
         without a reasonable basis for believing that such services will
         actually be needed by the reseller to meet anticipated demand.

                                       13
<PAGE>


6.3      ORDERING OF SERVICE (CONT'D)
6.3.1    ORDERS FOR RESOLD SERVICES(CONT'D)
6.3.1.1  GENERAL (CONT'D)

    (F)  The Telephone Company will not process any orders, complaints or other
         requests received from the reseller's end user.

    (G)  Primary Interexchange Carrier (PIC) Changes-The Telephone Company will
         only accept an order to change the PIC, whether interLATA or intraLATA,
         for a resold Telephone Company exchange service line from the reseller.
         The Telephone Company will only accept an order to freeze the PIC from
         the reseller. The reseller will be responsible for all PIC change
         charges.

    (H)  If the order is for modification or discontinuance of service, the
         order shall identify the billing telephone number and telephone number
         of the service and the changes desired, and any additional information
         required by the Telephone Company.

6.3.1.2  AUTOMATED ORDER INTERFACE

    (A)  Orders for resold services and modifications to or cancellation of an
         existing order must be placed by the reseller with the Telephone
         Company through the appropriate automated interface established by the
         Telephone Company. Such interface will facilitate the following order
         processes:

                   1. Establishment of end user accounts
                   2. Assignment of telephone numbers
                   3. Entry of service orders into Telephone Company systems
                   4. Installation scheduling and negotiation with end users
                   5. Reservation of installation appointments
                   6. Entry of end user service and repair inquiries
                   7. Verification of the network status of an associated
                      telephone line in conjunction with Telephone Company
                      systems
                   8. Other processes that would facilitate the processing of
                      the reseller's order

    (B)  The Telephone Company will establish automated interface specifications
         (e.g. formats) for data, delivery (transport) and network descriptions,
         etc.

         (1) Resellers must comply with methods, procedures and operational
         guidelines in utilizing the interface specifications established by
         the Telephone Company.

         (2) Any use of the interface(s) by the reseller or any other party for
         unauthorized purposes (e.g., access to data or to enter false
         information) will be considered abuse or fraudulent use of the
         interface and is prohibited. Such action may result in the Telephone
         Company terminating the resellers use of the interface.

                                       14
<PAGE>

6.3      ORDERING OF SERVICE (CONT'D)
6.3.1    ORDERS FOR RESOLD SERVICES(CONT'D)
6.3.1.2  AUTOMATED ORDER INTERFACE (CONT'D)

    (C)  If the Telephone Company determines or suspects that abuse or
         fraudulent use of the interface has occurred, the Telephone Company
         will, as required by law, refer the matter to the appropriate law
         enforcement agency.

6.3.1.3  DISCLOSURE OF RESELLER INFORMATION TO OTHER RESELLERS OR TO TELEPHONE
         COMPANY RETAIL MARKETING PERSONNEL

    (A)  General Rule - Subject to the following paragraph (B), neither
         Telephone Company personnel involved in the marketing of services to
         end user customers, nor other resellers, will have access to
         information relating to specific orders or demand forecasts provided
         by resellers under these terms and conditions.

    (B)  Exceptions:

    (1)  Paragraph (A), above, shall not prohibit the disclosure to any local
         exchange carrier (including the Telephone Company or any
         reseller), of the fact that a particular end user who was
         previously a customer of such carrier, is no longer one of
         its customers.

    (2)  Paragraph (A), above, shall not prohibit the use by the
         Telephone Company of aggregate data relating to sales to all
         resellers in a particular geographic area for any legitimate
         business purpose of the Telephone Company.

    (3)  Paragraph (A), above, shall not preclude the disclosure to
         Telephone Company retail marketing personnel or to other
         resellers of information pertaining to a reseller's customer
         where the customer consents to and authorizes such
         disclosure.

    (4)  Paragraph (A), above, shall not prohibit attempts to sell
         Telephone Company services by Telephone Company employees
         who have access to information relating to specific orders
         placed by resellers under these terms and conditions, so
         long as:

    (a)  the employee spends a deminimis amount of his or her time involved
         in the marketing of Telephone Company services, and

    (b)  the employee does not utilize the reseller information in
         such sales attempts.

                                       15
<PAGE>


6.3      ORDERING OF SERVICE (CONT'D)
6.3.1    ORDERS FOR RESOLD SERVICES (CONT'D)
6.3.1.3  DISCLOSURE OF RESELLER INFORMATION TO OTHER RESELLERS OR TO
         TELEPHONE COMPANY RETAIL MARKETING PERSONNEL (CONT'D)
    (B)  EXCEPTIONS: (CONT'D)

    (5)  In the case of a customer who chooses to switch his/her/its service
         from a reseller to the Telephone Company, or to another reseller,
         Paragraph (A) above shall not prohibit the disclosure to Telephone
         Company marketing personnel, or to such other reseller, of information
         necessary to enable the Telephone Company or such other reseller to
         assume the account, including the customer's service configuration
         and billed name and address.

    (6)  Paragraph (A) above shall not preclude the disclosure to Telephone
         Company marketing personnel of the identity of the reseller providing
         service to an end user for the purpose of responding to a question from
         the end user about the identity of his/her/its service provider.

6.3.1.4  DISCLOSURE OF CUSTOMER INFORMATION

    (A)  General Rule - Subject to the following paragraph (B), the Telephone
         Company will not provide information on any end user customer to a
         reseller without the consent and authorization of such customer.

    (B)  Exceptions:

    (1)  If a Telephone Company end user subsequently becomes an end user of a
         reseller, the Telephone Company will provide the reseller with all
         information necessary to enable it to assume the end user's account,
         including the customer's service configuration and billed name and
         Address.

    (2)  Paragraph (A) above shall not preclude disclosure of information
         pursuant to industry-wide arrangements for the exchange of information
         on end user credit histories, consistent with Commission requirements.

6.3.1.5  EVIDENCE OF END USER CONSENT AND AUTHORIZATION
    (A)  Where the Telephone Company identifies that end user consent is
         required for the disclosure of information, the Telephone Company will
         obtain consent and appropriate authorization.

6.3.1.6  ADDITIONAL ENGINEERING AND SPECIAL CONSTRUCTION
     (A) Additional charges will be applied to an order for service when the
         Telephone Company determines additional engineering or special
         construction is necessary to accommodate a reseller request.

         (1) When it is required, the reseller will be so notified and will be
         furnished with a written statement setting forth the justification
         for the additional engineering and/or special construction as well as
         an estimate of the charges in conjunction with the terms and
         conditions specified in RIPUC No. 15.

                                       16
<PAGE>

6.3.2    RESPONSIBILITY OF THE TELEPHONE COMPANY
6.3.2.1  REFUSAL AND DISCONTINUANCE OF SERVICE
    (A)  If the reseller fails to comply with the rules and regulations of these
         terms and conditions, including any payments to be made by it on the
         dates and times herein specified, the Telephone Company may, on thirty
         (30) days written notice by Overnight Delivery or Certified U.S. Mail
         to the reseller, refuse additional applications for service and/or
         refuse to complete any pending orders for service at any time
         thereafter. If the Telephone Company does not refuse additional
         applications for service on the date specified in the 30 days notice,
         and the reseller's noncompliance continues, nothing contained herein
         shall preclude the Telephone Company from refusing additional
         applications for service without further notice.

    (B)  If the reseller fails to comply with the rules and regulations of these
         terms and conditions, including any payments to be made by it on the
         dates and times herein specified, the following shall occur:

6.3      ORDERING OF SERVICE (CONT'D)
6.3.2    RESPONSIBILITY OF THE TELEPHONE COMPANY (CONT'D)
6.3.2.1  REFUSAL AND DISCONTINUANCE OF SERVICE (CONT'D)
         (1) The Telephone Company shall notify the reseller and the Commission
         in writing of the reseller's failure to pay amount(s) when due under
         these terms and conditions and the reseller shall have failed to make
         such payment within thirty (30) days of the giving by the Telephone
         Company of such notice.

         (2) The Telephone Company shall provide a second notice of non-payment
         (the "Second Notice") in writing to the reseller and the Commission
         following the thirty (30) day period referred to in Section
         6.3.2.1.(B)(1), and

         (3) If by the tenth (10) day after the giving to the Commission of the
         Second Notice, the Commission has not ruled that the Telephone Company
         may not take termination actions, then the service shall be
         discontinued. The reseller shall have the burden of proof in any such
         proceeding before the Commission of establishing that the Telephone
         Company is not permitted to take the termination actions.

    (C)  Notwithstanding the foregoing, the Telephone Company will not exercise
         its rights to refuse and discontinue service as stated in 6.3.2.1
         (A)&(B) if the reseller submits charges to the Telephone Company it
         believes in good faith were billed in error and such charges are
         accepted by the Telephone Company for investigation.

6.3.2.2  DISCONTINUANCE OF SERVICE FOR CAUSE WITHOUT NOTICE

    (A)  The Telephone Company may discontinue service or cancel an application
         for service without notice in the event the Telephone Company is
         prohibited from furnishing services by order of a court or other
         government authority having jurisdiction.

    (B)  In the event of fraudulent use of the Telephone Company's network,
         including but not limited to fraudulent End User orders for transfer of
         service, the Telephone Company will discontinue service without notice
         and/or seek legal recourse to recover all costs involved in enforcement
         of this provision.

6.3.2.3  The Telephone Company will not incur any liability if it discontinues
         services or cancels an application for services for any of the reasons
         contained in 6.3.2.

6.3.3    RESPONSIBILITY OF THE RESELLER

                                       17
<PAGE>

6.3.3.1  POINT OF CONTACT FOR END USERS
    (A)  The reseller shall serve as the single point of contact for its end
         users on such matters as billing, requests for new service, requests
         for the modification or discontinuance of existing services, service
         trouble reports, repair requests, complaints, etc. The reseller shall
         be obligated to transmit such requests or reports to the Telephone
         Company through the automated order interface to the extent reasonably
         necessary to enable the Telephone Company to fulfill its obligations
         under these terms and conditions.

6.3      ORDERING OF SERVICE (CONT'D)
6.3.3    RESPONSIBILITY OF THE RESELLER (CONT'D)
6.3.3.2  FORECASTING OF SERVICE REQUIREMENTS
    (A)  To the extent reasonably necessary for the planning of Telephone
         Company facilities, the reseller shall provide, upon request of the
         Telephone Company, forecasts of the approximate number of units of
         exchange and other services that the reseller expects to require in
         specific geographic areas. Such forecasts are considered by the
         Telephone Company as confidential information of the reseller and will
         be treated in accordance with the provisions specified in these terms
         and conditions for confidential reseller information.

6.3.3.3  REFUSAL, DISCONTINUANCE OR TRANSFER OF SERVICE
    (A)  Where a reseller discontinues its provision of service to all or
         substantially all of its end users, whether by its own decision, as a
         result of involuntary bankruptcy or for any other reason, the reseller
         must send advance written notice of such discontinuance to the
         Telephone Company, the RIPUC and to each of the reseller's end users.
         If service to the reseller is discontinued by the Telephone Company,
         the reseller must send written notice to each of its end users.

         (1) Such notice must advise the end users that unless they take action
         to switch to a different carrier within 15 days, provision of their
         service will be transferred to the Telephone Company. Where the end
         user elects a specific carrier within the 15 day period, the relevant
         charges associated with the change shall be paid by that carrier.

         (a) Should the end user's service be transferred to the Telephone
         Company, the Telephone Company will provide service to the end users
         at RIPUC No. 15 rates, and not the rates specified in these terms and
         conditions. Where the end user does not elect a specific carrier
         within the 15 day period, and as a result is transferred to the
         Telephone Company, the reseller shall pay the relevant charges
         associated with the change.

    (B)  The reseller must provide the Telephone Company with any information
         necessary to enable the Telephone Company to assume the end users'
         accounts, including the end users' service configurations and billing
         names and addresses.

                                       18
<PAGE>

6.4      ISSUANCE, PAYMENT AND CREDITING OF RESELLER BILLS
6.4.1    RESPONSIBILITY OF THE TELEPHONE COMPANY
6.4.1.1  GENERAL

    (A)  The Telephone Company bills only the reseller who is considered the
         customer of record who is at all times responsible for payment of the
         full amount of all charges incurred. The Telephone Company will not be
         required to seek payment from the reseller's end users prior to
         terminating the reseller's service or pursuing any other remedies for
         nonpayment by the reseller. The reseller will thus be the obligor of
         the Telephone Company, and not the guarantor or surety for any of the
         obligations of the reseller's end user.

         (1)  The reseller as customer of record is responsible for any
         allocation of end user charges for resold service.

         (2)  Regardless of whether the reseller's end user is still using
         service, the reseller is responsible for charges incurred by the end
         user or reseller for all services on a line until the reseller submits
         an order to discontinue such service.

6.4.1.2  BILLING CONVENTION METHODS

    (A)  The Telephone Company shall bill all charges incurred by and credits
         due to the reseller under these terms and conditions attributable to
         services established or discontinued or provided during the preceding
         billing period.

6.4.1.3  BILLING PERIODS

    (A)  The billing date of a bill for a reseller for service provided under
         these terms and conditions is referred to as the bill day. The period
         of service each bill covers is as follows.

         (1)  The Telephone Company will establish a bill day each month for
         each reseller account.

         (2)  The bill will cover all non-usage sensitive service charges and
         usage charges for the period beginning with the day following the last
         bill day and extends up to and includes the current bill day. Any known
         unbilled charges for prior periods and any known unbilled adjustments
         will be applied to this bill.

6.4.1.4  LATE PAYMENT PENALTY

    (A)  If any portion of the payment is received by the Telephone Company
         after the payment date (refer to Section 6.4.1.5), or if any portion
         of the payment is received by the Telephone Company in funds which are
         not immediately available to the Telephone Company, then a late payment
         penalty shall be due to the Telephone Company.

    (B)  The late payment penalty shall be the portion of the payment not
         received by the payment date times a late factor. The late factor shall
         be the lesser of the following:

                                       19



<PAGE>

6.4      ISSUANCE. PAYMENT AND CREDITING OF RESELLER BILLS (CONT'D)
6.4.1    RESPONSIBILITY OF THE TELEPHONE COMPANY (CONT'D)
6.4.1.4  LATE PAYMENT PENALTY (CONT'D)

         (1) The highest interest rate (in decimal value) which may be levied
         by law for commercial transactions for the number of days from the
         payment date to and including the date that the reseller actually
         makes the payment to the Telephone Company, or

         (2) The rate of 0.0005 per day for the number of days from the payment
         date to and including the date that the reseller actually makes the
         payment to the Telephone Company.

6.4.1.5  PAYMENT DATE

    (A)  The payment date of bills rendered to resellers for service provided
         under these terms and conditions is as follows:

         (1)  All bills rendered as set forth in this section are due 31 days
         after the bill day or by the next bill date, whichever is the shortest
         interval.

         (2)  If such payment date falls on a Sunday or on a legal holiday which
         is observed on a Monday, the payment date shall be the first non
         holiday day following such Sunday or legal holiday.

         (3)  If such payment date falls on a Saturday or on a legal holiday
         which is observed on Tuesday, Wednesday, Thursday or Friday, the
         payment date shall be the last non holiday day preceding such Saturday
         or legal holiday.

6.4.1.6  MEDIUM OF PAYMENT.

    (A)  Bills are payable in immediately available funds.

         (1) Immediately Available Funds denotes a corporate or personal check
         drawn on a bank account and funds which are available for use by the
         receiving party on the same day on which they are received and
         include U.S. Federal Reserve bank wire transfers, U.S. Federal Reserve
         notes (paper cash), U.S. coins and U.S. Postal Money Orders.

6.4.1.7  CUSTOMER DEPOSITS

    (A)  The Telephone Company will, in order to safeguard its interests,
         require a reseller, if the reseller has a proven history of late
         payments or if the reseller's parent or holding company has a proven
         history of late payments to the Telephone Company or if the reseller
         does not have established credit (except for a reseller which is a
         successor of a company which has established credit and the successor
         has no history of late payments to the Telephone Company), to make a
         deposit prior to or at any time after the provision of a service to
         the reseller to be held by the Telephone Company as a guarantee of the
         payment of rates and charges.

    (B)  Such deposit may not exceed the actual or estimated rates and charges
         for the service for a two month period.

6.4      ISSUANCE, PAYMENT AND CREDITING OF RESELLER BILLS (CONT'D)
6.4.1    RESPONSIBILITY OF THE TELEPHONE COMPANY (CONT'D)
6.4.1.7  CUSTOMER DEPOSITS (CONT')

    (C)  The fact that a deposit has been made in no way relieves the reseller
         from complying with the Telephone Company's regulations as to the
         prompt payment of bills.

    (D)  At such time as the provision of the service to the reseller is
         terminated, the amount of the deposit will be credited to the
         reseller's account and any credit balance which may remain will be
         refunded.
                                       20
<PAGE>

    (E)  At the option of the Telephone Company, such a deposit will be refunded
         or credited to the reseller's account when the reseller has established
         credit or after the reseller has established a one year prompt payment
         record at any time prior to the termination of the provision of the
         service to the reseller.

    (F)  In the case of a cash deposit, the reseller will receive interest as
         set forth in Section 6.4.1.4 for the period the deposit is held by the
         Telephone Company. Interest will accrue for the number of days from the
         date the reseller deposit is received by the Telephone Company to and
         including the date such deposit is credited to the reseller's account
         or the date the deposit is refunded by the Telephone Company.

    (G)  Should a deposit be credited to the reseller account, as indicated
         above, no interest will accrue on the deposit from the date such
         deposit is credited to the reseller's account.

6.4.1.8  BILLING DISPUTE

         In the event that a billing dispute occurs concerning any charges
         billed to the reseller by the Telephone Company, the following
         regulations apply:

    (A)  The first day of the dispute shall be the date on which the reseller
         furnishes the Telephone Company with the account number under which the
         bill has been rendered, the date of the bill and the specific items on
         the bill being disputed.

   (B)   The date of resolution shall be the date on which the Telephone Company
         completes its investigation of the dispute, notifies the reseller of
         the disposition and, if the billing dispute is resolved in favor of the
         reseller, applies credit for the correct disputed amount, the disputed
         amount penalty and/or late payment penalty as appropriate.

   (C)   If a billing dispute is resolved in favor of the Telephone Company, any
         payments withheld pending resolution of the dispute shall be subject to
         the late payment penalty (refer to Section 6.4.1.4). Further, the
         reseller will not receive credit for the disputed amount of the
         disputed amount penalty.

                                                    21
<PAGE>

6.4      ISSUANCE, PAYMENT AND CREDITING OF RESELLER BILLS (CONT'D)
6.4.1    RESPONSIBILITY OF THE TELEPHONE COMPANY (CONT'D)
6.4.1.8  BILLING DISPUTE (CONT'D)

    (D)  If a reseller disputes a bill within three months of the payment date
         and pays the total billed amount on or before the payment date and the
         billing dispute is resolved in favor of the reseller, the reseller
         will receive a credit for a disputed amount penalty from the Telephone
         Company for the period starting with the date of payment and ending on
         the date of resolution. The credit for a disputed amount penalty shall
         be as set forth following.

    (E)  If a reseller disputes a bill within three months of the payment date
         and pays the total billed amount after the payment date and the
         billing dispute is resolved in favor of the reseller, the reseller
         will receive a credit for a disputed amount penalty from the Telephone
         Company for the period starting with the date of payment and ending on
         the date of resolution. The late payment penalty applied to the
         disputed amount resolved in the reseller's favor (refer to Section
         6.4.1.4) will be credited.

    (F)  If a reseller disputes a bill within three months of the payment date
         and does not pay the disputed amount or does not pay the billed amount
         (i.e., the nondisputed and disputed amount), and the billing dispute
         is resolved in favor of the reseller, the reseller will not receive a
         credit for a disputed amount penalty from the Telephone Company. The
         late payment penalty applied to the disputed amount resolved in the
         reseller's favor (refer to Section 6.4.1.4) will be credited.

    (G)  If a reseller disputes a bill after three months from the payment date
         and pays the total billed amount on or before the dispute date, and
         the billing dispute is resolved in favor of the reseller, the reseller
         will receive a credit for a disputed amount penalty from the Telephone
         Company for the period starting with the date of dispute and ending on
         the date of the resolution. The credit for a disputed amount penalty
         shall be as set forth following. The reseller shall not receive a
         credit for the late payment penalty.

    (H)  If a reseller disputes a bill after three months from the payment date
         and does not pay the disputed amount or does not pay the billed amount
         (i.e., the nondisputed amount and disputed amount) and the billing
         dispute is resolved in favor of the reseller, the reseller will not
         receive a credit for a disputed amount penalty from the Telephone
         Company. However, if the reseller pays the disputed amount or the
         billed amount after the date of dispute and before the date of
         resolution, the reseller will receive a credit for a disputed amount
         penalty from the Telephone Company for the period starting with the
         date of payment and ending on the date of resolution as a credit for a
         disputed amount penalty. The reseller will receive a credit for the
         late payment penalty, if applicable, from the Telephone Company.

                                                    22

<PAGE>

6.4      ISSUANCE, PAYMENT AND CREDITING, OF RESELLER BILLS (CONT'D)
6.4.1    RESPONSIBILITY OF THE TELEPHONE COMPANY (CONT'D
6.4.1.8  BILLING DISPUTE (CONT'D)

         (1) The late payment penalty credit shall be the disputed amount
         resolved in the reseller's favor times a late payment penalty factor
         (refer to Section 6.4.1.4) for the period starting with the date of
         dispute and ending on the date of payment of the disputed amount or the
         date of resolution whichever occurs first.

         (2) The disputed amount penalty shall be the disputed amount resolved
         in the reseller's favor times a penalty factor. The penalty factor
         shall be the lesser of the following calculations.

         (a) The highest interest rate in decimal value, which may be levied
         by law for commercial transactions for the number of days from the
         first date to and including the last date of the period involved.

         (b) The rate of 0.0005 per day for the number of days from the first
         date to and including the last date of the period involved.

    (I)  The reseller is responsible for monitoring the accuracy of the
         Telephone Company's bills and for notifying the Telephone Company of
         any discrepancies between such bills and the services provided by the
         Telephone Company.

6.4.1.9  BILLING ADJUSTMENTS AND VERIFICATION

    (A)  Adjustments for the quantities of services established or discontinued
         in any billing period beyond the minimum period set forth for services
         in other sections of these terms and conditions will be prorated to the
         number of days or major fraction of days based on a 30 day month.

    (B)  The Telephone Company will, upon request and if available, furnish the
         reseller such detailed information as may reasonably be required for
         verification of any bill.

6.4.1.10 COMPUTATION OF BILLED CHARGES

    (A)  When a rate as set forth in these terms and conditions is shown to more
         than two decimal places, the charges will be determined using the rate
         shown. The resulting amount will then be rounded to the nearest penny
         (i.e., rounded to two decimal places).

6.4.1.11 COMPUTATION OF CREDIT ALLOWANCES

    (A)  Until Telephone Company time of day measurement capabilities are
         available, credit adjustments will be computed by apportioning the
         total intrastate usage associated with the honored claim into Day,
         Evening and Night and Weekend periods using the time of day
         distribution applicable to the reseller. The usage will then be
         multiplied by the appropriate Day, Evening and Night and Weekend rates.

                                       23
<PAGE>

6.4      ISSUANCE, PAYMENT AND CREDITING OF RESELLER BILLS (CONT'D)
6.4.2    RESPONSIBILITY OF THE CUSTOMER
6.4.2.1  TRANSFER OF END USER ACCOUNT BALANCE

    (A)  Should a Telephone Company end user discontinue service in order to
         become an end user of a reseller, the Telephone Company will render a
         final bill to such end user. Balances and/or credits in a Telephone end
         user's account will not be carried over to the resellers account with
         the Telephone Company.

6.4.2.2  END USER INFORMATION

    (A)  In order to accommodate billing and collection of end user accounts,
         resellers must make the billing names and addresses of their end users
         available to all telecommunication carriers.

6.5      RESALE PROVISIONS
6.5.1    DESCRIPTION
6.5.1.1  GENERAL

    (A)  Resale is the sale to another person of telecommunications services
         purchased from the Telephone Company. A customer purchases for resale
         when such customer purchases a service for the purpose of reselling it
         to another (rather than the purpose of using the service itself).

         (1) A purchasing agent who orders services for its principal, and who
         does not itself agree to assume the obligations of a reseller under
         these terms and conditions, is not purchasing for resale within the
         meaning of these terms and conditions.

         (2) The purchase of telecommunications services or unbundled network
         elements for the purpose of provisioning a different service (such
         as the purchase of the Telephone Company's switched carrier access
         service for the purpose of provisioning an interexchange carrier's
         toll service) is not resale within the meaning of these terms and
         conditions.

    (B)  Where a reseller purchases Telephone Company exchange service from
         the Telephone Company and resells it to an end user, such reseller's
         end user will be able to access any and all services that a Telephone
         Company end user would be able to access on a Telephone Company
         exchange service line. Such services to the extent provided by the
         Telephone Company will be deemed to have been sold to the reseller
         by the Telephone Company as they are utilized by the reseller's end
         user, and the reseller will be responsible to the Telephone Company
         for payment of such services. Telephone Company practices applicable
         to the imposition of charges for Information Provider services, where
         the Telephone Company bills and collects the relevant Information
         Provider, will apply to resellers to the same extent as they apply to
         the Telephone Company's end user customers.

                                       24
<PAGE>


6.5      RESALE PROVISIONS (CONT'D)
6.5.1    DESCRIPTION (CONT'D)
6.5.1.2  SERVICES OFFERED FOR RESALE

    (A)  The services offered under these terms and conditions are those that
         are offered by the Telephone Company to end users under the
         regulations, terms and conditions of RIPUC No. 15, except for public
         telephone service, and in accordance with the following limitations:

         (1) Service that are sold to the Telephone Company's end users only in
         conjunction with the purchase of basic dial tone service will be
         available for resale only in conjunction with the resale of basic dial
         tone service and not on a stand alone basis.

         (2) Services in RIPUC No. 15 that have been designated as no longer
         available for new installations or no longer offered are not offered
         for resale except that such services are available for resale only to
         the embedded base of end users who were permitted to retain such
         service(s) in accordance with the regulations contained in RIPUC
         No. 15.

         (3) Promotional program offerings (e.g., discounts, waivers, credits,
         certificates, premiums, discounted product trials or other inducements
         that would apply to a particular end user for a period of 90 days or
         less, and that are offered in order to promote the sale of a service)
         are offered for resale, however they are not subject to the resale
         discount specified in Section 6.10.5.3.1.

    (B)  Lifeline - The resale of Lifeline is permitted only to Lifeline
         eligible end users. The reseller is responsible for confirming the
         eligibility of such end users for Lifeline. In addition, the reseller
         must perform the annual verification process.

         (1) The Telephone Company (to the extent that it would otherwise be
         eligible), and not the reseller will be eligible for any universal
         service funding resulting from the provision of Lifeline America in
         conjunction with these terms and conditions.

    (C)  Linkup America may be resold only to Linkup America eligible end
         users. The reseller is responsible for confirming the eligibility of
         such end users for Linkup America.

         (1) The Telephone Company (to the extent that it would otherwise be
         eligible), and not the reseller will be eligible for any universal
         service funding resulting from the provision of Linkup America in
         conjunction with these terms and conditions.

    (C)  Blocking - Resellers are allowed to purchase blocking services to
         restrict end user access to particular capabilities to the extent such
         services are available under and on the same terms and conditions as
         set forth in RIPUC No. 15.

6.5.2    REGULATIONS
6.5.2.1  RESTRICTIONS

    (A)  CLASS OF CUSTOMER - This is a restriction contained in RIPUC No. 15
         that limits the availability of a service to a particular type of
         customer, such as a business customer, a residence customer, carrier,
         end user, etc.

         (1) Where a resold service is subject to such restriction the
         reseller may not resell such service to any customer not in the
         relevant class. The reseller may purchase the service for resale
         to a customer in the relevant class whether or not the reseller
         itself is within the class.

         (a) Business services may be resold to residence end users as long
         as the end user is served by a business exchange line and as long as
         all other services provided on that line are also under the business
         class and charged for at the appropriate business service rates and
         charges.

                                       25
<PAGE>


6.5      RESALE PROVISIONS (CONT'D)
6.5.2    REGULATIONS (CONT'D)
6.5.2.1  RESTRICTIONS (CONT'D)

         (2) Where a reseller resells a service to another person, and such
         other person is itself a reseller rather than an end user, the reseller
         purchasing from the Telephone Company must require its end users (by
         tariff or by contract), to conform to any applicable class of service
         restrictions for end users and all other requirements of resellers
         under these terms and conditions.

    (B)  Volume Discounts - The reseller may receive a volume discount when its
         end users would have qualified for a volume discount under the
         provisions contained in RIPUC No. 15.

    (C)  The reseller is not allowed to offer resold service to its customers
         under any of the Telephone Company trademarks, service marks,
         registered trademark, registered service mark or brand-names, or use
         the logos of the Telephone Company or the Telephone Company's
         affiliates without the expressed written authorization of the
         Telephone Company.

6.5.3    APPLICATION OF RATES AND CHARGES
6.5.3.1  UNDERLYING SERVICES

    (A)  DISCOUNT - The rates and charges that apply for the underlying
         services that are sold to a reseller in accordance with the terms and
         conditions described herein, are specified in RIPUC No. 15. The
         Telephone Company will discount the RIPUC No. 15 rates and charges by
         applying the resale discounts specified in Section 6.10.5.3.1 of these
         terms and conditions to the applicable RIPUC No. 15 rates and charges
         for resold services offered under these terms and conditions in
         accordance with Section 6.5.1.2.

         The discount applicable to residential and business services,
         contained in RIPUC No. 15, Part A, Sections 5.1 through 5.4, and the
         Exchange Line portion of Services in Part H varies depending upon
         whether or not the Telephone Company provides Operator Services and
         Directory Assistance (OSDA).

         (1) Public Access Line Service and Public Access Smart Pay Service
         purchased for use by the reseller or any of its affiliates who are
         independent payphone providers are not subject to the wholesale
         discount and therefore, retail rates apply. In all other cases, Public
         Access Line Service and Public Access Smart Pay Service are available
         for resale at the wholesale discount rates.

    (B)  The Telephone Company reserves the right to apply a different avoided
         cost discount, for services provided pursuant to Special Contract
         Arrangements, as approved by the Commission.

                                       26
<PAGE>

6.5      RESALE PROVISIONS (CONT'D)
6.5.3    APPLICATION OF RATES AND CHARGES (CONT'D)
6.5.3.2  SERVICE ESTABLISHMENT

         Service establishment charges apply to recover the establishment costs
         for electronic interfaces and other operational support systems (OSS).

    (A)  RECURRING ESTABLISHMENT CHARGES A recurring monthly charge per reseller
         will be assessed during the five (5) year recovery period. This charge
         provides for NYNEX region-wide access to the OSS platform.

    (B)  NON-RECURRING ESTABLISHMENT CHARGES A Non-Recurring charge per OSS
         Transaction will be assessed during the seven (7) year recovery period
         for developmental costs (includes development and ongoing costs).

6.5.3.3  OTHER CHARGES

         Charges to recover the ongoing costs to maintain the service center for
         resellers and the electronic interface systems will be assessed against
         all resellers.

    (A)  SERVICE CENTER MAINTENANCE CHARGE A monthly recurring charge per resold
         line will be assessed to recover the cost of maintaining the service
         center for resellers.

    (B)  ELECTRONIC INTERFACE MAINTENANCE CHARGE A Non-Recurring charge per OSS
         Transaction will be assessed after the five year recovery period for
         the recovery of ongoing costs associated with maintaining the
         electronic interfaces.

    (C)  COMPLEX ORDER CHARGE A Non-Recurring charge per Centrex line ordered
         will be applied to recover the manual processing required for Centrex
         lines.

6.5.3.4  SPECIAL CONTRACT PRICING

         Services that Bell Atlantic provides to end users under the Customer
         Specific Contracts in RIPUC No. 15 Section 1.11 will be offered to the
         reseller on the condition that the reseller's end user is similarly
         situated, i.e. has the same costs and market characteristics used to
         develop the Telephone Company's Customer Specific Pricing Contract. The
         discount for Customer Specific Pricing Contracts that are the subject
         of a reseller's request shall be an individually-determined discount
         based upon the Telephone Company's avoided cost in respect of the
         nature and configuration of the services to be provided under the
         special contract. At the request of the reseller, the Telephone Company
         shall explain in a reasonably timely manner the avoided cost
         calculation for special contracts.

                                       27
<PAGE>

6.6      ALTERNATELY BILLED CALLS
         An alternately billed call is any call which is billed to a number
         other than the number originating the call, and includes credit card,
         collect and third party calls.

         The following procedures shall apply for alternately billed calls
         originating or terminating over a Telephone Company line which has been
         resold:

         (1) In the case of a local call or an intraLATA toll call carried on
         the Telephone Company's network originating from a reseller's end user
         customer line that is served in a Telephone Company exchange within the
         Telephone Company's serving area in the state of Rhode Island, the
         Telephone Company shall record, process and rate such a call at the
         Telephone Company's tariffed rates and bill and collect payment from
         its customer.

         (2) In the case of a local call or an intraLATA toll call carried on
         the Telephone Company's network originating from a Telephone Company
         end user within the Telephone Company's serving area in the state of
         Rhode Island and charged to a reseller's end user customer line that
         is served in a Telephone Company's exchange within the Telephone
         Company's serving area in the state of Rhode Island, the Telephone
         Company shall separately record and process each such call and send
         an unrated record of all such calls to the reseller on a daily basis
         for the reseller's billing and collections purposes. The reseller
         shall pay the Telephone Company for such calls at the wholesale
         discount rates. The reseller will pay any additional costs. The
         Telephone Company shall bill such calls and any additional costs on
         a monthly basis. The reseller shall rate the calls, bill their retail
         customers for such calls and keep the revenues collected.

         (3) In the case of a local call or an intraLATA toll call
         originating from a reseller's end user customer line that is served
         in a Telephone Company exchange within the Telephone Company's serving
         area in the state of Rhode Island and charged to an out-of-region (as
         defined in CATS industry process) customer of a TCRhode Island, the
         Telephone Company shall record, process and rate such a call and
         forward such information to the TC through Centralized Message
         Distribution ("CMDS"). Such TC, in turn, shall bill and collect
         payment from its customers and remit to the Telephone Company the
         amount billed which shall be adjusted for billing and collection
         costs incurred by such out-of-region carrier at rates utilized by the
         industry CATS settlement process.

         (4) In the case of an out-of-region local call or an intraLATA toll
         call originating and terminating outside of the state of Rhode Island
         and charged to a reseller's end user customer line that is served in a
         Telephone Company exchange within the Telephone Company's serving area
         in the state of Rhode Island, for so long as the reseller cannot
         receive information and charges regarding such calls directly from the
         out-of-region TC through CMDS, the Telephone Company shall, upon
         receipt of such information and charges from such out-of-region TC,
         retransmit such information and charges

6.6      ALTERNATELY BILLED CALLS (CONT'D)
         to the reseller via the daily usage feed charging a record transmission
         fee. The Telephone Company shall bill the reseller for such calls on a
         monthly basis at the rates transmitted to the Telephone Company from
         such out-of-region TC. The reseller shall bill and collect payment from
         its customers. The reseller shall remit to the Telephone Company the
         amount billed by the Telephone Company.

6.7      RESERVED FOR FUTURE USE

                                       28
<PAGE>


6.8      OTHER SERVICES

6.8.1    CALL USAGE DETAIL

6.8.1.1  DESCRIPTION

    (A)  Call usage detail is available to resellers for intraLATA toll service.
         Call usage data is offered as intraLATA call usage detail and is
         provided via transmission or tape/cartridge.

    (C)  IntraLATA Toll Call Usage Detail - Provides complete call detail by
         retail billing telephone number and by line consisting of calling
         telephone number, called telephone number, call date, call connect
         time, and call elapsed time.

6.8.1.2  REGULATIONS

    (A)  Responsibility of the Telephone Company

         (1)  The lapsed time between usage recorded by the Telephone Company
         and delivery to the reseller will not exceed eight business days.

         (2)  The Telephone Company will store reseller usage data for 45 days
         from the date of transmission to the reseller.

6.8.1.3  APPLICATION OF RATES AND CHARGES

    (A)  Record Processing - A per record processed charge applies.

         (1)  A record consists of a call with called number, call date,
         connect time, and elapsed time.

6.8      OTHER SERVICES (CONT'D)

6.8.1    CALL USAGE DETAIL (CONT'D)

6.8.1.3  APPLICATION OF RATES AND CHARGES (CONT'D)

    (B)  Data Transmission - A per record transmitted charge applies.

    (C)  Tape or Cartridge - Available in addition to or in place of data
         transmission.

         (1) When a tape or cartridge is provided in place of data
         transmission, data transmission charges are not applicable and a per
         tape or cartridge charge will apply. If a tape or cartridge is
         requested in addition to data transmission, both the per tape or
         cartridge charge and the per data transmission charge applies.

6.8.2    ELECTRONIC CUSTOMER SERVICE RECORD RETRIEVAL

6.8.2.1  DESCRIPTION

    (A)  This service provides the reseller with the ability to electronically
         request the customer service record of an end user. The current
         customer service record will be formatted by the Telephone Company and
         transmitted back to the reseller. The customer service record reflects
         the most recent, completed service order activity and provides the
         service and equipment billed by the Telephone Company to a Telephone
         Company end user or to a reseller.

6.8.2.2  APPLICATION OF RATES AND CHARGES

    (A)  A service record retrieval charge applies to each customer service
         record electronically delivered to the reseller.

    (B)  A reseller may request any number of electronic customer service
         records, but will only be charged for the number of electronic
         customer service records successfully transmitted to the reseller.

                                       29
<PAGE>

6.8.3    DIRECTORY SERVICES

6.8.3.1  DIRECTORY ASSISTANCE (DA) AND DIRECTORY LISTING SERVICES

    (A)  The Telephone Company will include in its published white pages
         directories and in its directory assistance records, the name, address
         and telephone number of the reseller's telephone exchange service
         customers (one listing per end user line), in accordance with the
         Telephone Company provisions relating to alphabetical listings and to
         directory assistance as specified in RIPUC NO. 15. Such listings will
         not be provided for any lines for which the reseller purchases
         nonpublished and nonlisted number service. Additional listings will be
         provided under the terms and conditions set forth in RIPUC No. 15.

    (B)  Yellow Page Listing - Upon request of the reseller the Telephone
         Company will include in its published yellow page directories a single
         line, light-face (non-bold) listing for the reseller's telephone
         exchange service business end user.

    (C)  The Telephone Company will include in the "Information Pages" or
         comparable section of its white page directories, for areas served by
         the reseller, the reseller's customer service telephone number which
         shall be provided by the reseller.

6.8      OTHER SERVICES (CONT'D)

6.8.4    ENHANCED UNIVERSAL EMERGENCY NUMBER SERVICE E-9-1-1

    (A)  The Telephone Company will include the resellers telephone exchange
         service customers in the relevant E-9-1-1 database(s).

    (B)  The Telephone Company will bill the reseller the E-9-1-1 surcharge,
         as ordered by the Commission. The E-9-1-1 surcharge is not subject to
         the resale discount.

6.8.5    ANNOYANCE CALL BUREAU

    (A)  Resellers are entitled to use the services provided by the Telephone
         Company's annoyance call bureau.

6.8.6    OPERATOR SERVICES/DIRECTORY ASSISTANCE SERVICES

6.8.6.1  At the reseller's option, the Telephone Company will re-route the
         reseller's end-users' local and toll operator services and directory
         assistance calls to an alternate operator services provider. The
         Telephone Company will provide such re-routing services on a first
         come, first served basis pursuant to a mutually agreed-upon schedule.
         The schedule established will depend upon the reseller's specific
         requirements, and in any event be completed within twelve months of
         the request.

6.8.6.2  The rerouting of operator services and directory assistance calls
         will be implemented at the Reseller's expense. The charge will be
         determined on an individual case basis.

6.8.6.3  Trunks for Operator Services/Directory Assistance Routing can be
         ordered in Section 5.6.1.7.

6.8.6.4  The Telephone Company may request the reseller to provide forecasts of
         its anticipated use of operator services and directory assistance
         routing for planning purposes.

6.8.6.5  Reseller must arrange for Operator Services/Directory Assistance
         routing by submitting a Network Design Request as specified in
         5.6.1.1(D)(9).

                                       30
<PAGE>


6.8.6.6  At the reseller's option, the Telephone Company will provide
         Operator Services and Directory Assistance announcement services
         to the reseller when the reseller utilizes the Telephone Company's
         Operator and Directory Assistance Services for the reseller's
         end-user's local Operator and Directory Assistance calls or local
         and toll Operator Services and Directory Assistance calls, when the
         reseller utilizes the Telephone Company's toll network. The reseller
         may choose a branded or unbranded announcement. The Telephone Company
         will provide such re-branding services on a first come, first served
         basis pursuant to a mutually agreed-upon schedule. The schedule
         established will depend upon the reseller's specific requirements, and
         in any event be completed within twelve months of the request.

6.8.6.7  The establishment of branding of operator services and directory
         assistance call will be implemented at the Reseller's expense.
         The charge will be determined on an individual case basis. The
         rate per branded announcement is detailed in Section 5.8.7(A)(1).

6.8.6.8  The Telephone Company may request the reseller to provide
         forecasts of its anticipated use of operator services and
         directory assistance branding for planning purposes.

6.8.7    The Telephone Company will bill the reseller the Telecommunications
         Relay Service ("TRS") surcharge as ordered by the Commission. The TRS
         surcharge is not subject to the resale discount

6.9 RESERVED FOR FUTURE USE

                                       31
<PAGE>


                                           RHODE ISLAND RESALE AGREEMENT
                                                     SECTION 6

6.10         RATES AND CHARGES
6.10.5       RESALE
6.10.5.3.1   DISCOUNTS TO UNDERLYING SERVICES
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
ID           SERVICE CATEGORY           RATE ELEMENT                            RATE
<S>         <C>                         <C>                                    <C>
------------------------------------------------------------------------------------------------------
A.           Discounts for all          Business Services                      18.78%
             services except those in
             6.10.5.3.1(B)
                                        --------------------------------------------------------------
                                        Residence Services                     17.30%
------------------------------------------------------------------------------------------------------
B.           Discounts only for         Business Services                      20.25%
             services specified in
             RIPUC No. 15, Part A,
             Sections 5.1
                                        --------------------------------------------------------------
             through 5.4 and the        Residence Services                     19.04%
             exchange line portion
             of services in Part H
             where the reseller
             provides OSDA
------------------------------------------------------------------------------------------------------
6.10.5.3.2   SERVICE ESTABLISHMENT CHARGES

------------------------------------------------------------------------------------------------------
ID           SERVICE CATEGORY           RATE ELEMENT                            RATE

------------------------------------------------------------------------------------------------------
              Recurring                 Monthly charge per reseller during     $2,606.00
                                        the 5
              Establishment Charge      year recovery period
------------------------------------------------------------------------------------------------------
              Non-Recurring             Per OSS transaction during 7 yr.         $1.24
              Establishment             period for recovery of development
                                        costs (included development and
              Charges                   ongoing costs)
------------------------------------------------------------------------------------------------------
6.10.5.3.3    OTHER CHARGES

------------------------------------------------------------------------------------------------------
ID           SERVICE CATEGORY           RATE ELEMENT                            RATE

------------------------------------------------------------------------------------------------------
              Service Center            Month charge per resold line             $0.21
              Maintenance Charge
------------------------------------------------------------------------------------------------------
<PAGE>

------------------------------------------------------------------------------------------------------
6.10.5.3.3    OTHER CHARGES

------------------------------------------------------------------------------------------------------
              Complex Order Charge      Per Centrex line ordered                 $16.27
------------------------------------------------------------------------------------------------------
*This charge provides for NYNEX region-wide access to the OSS platform.

6.10.8   OPTIONAL SERVICES

6.10.8.1 CALL USAGE DETAIL

------------------------------------------------------------------------------------------------------
ID           SERVICE CATEGORY           RATE ELEMENT                            RATE

------------------------------------------------------------------------------------------------------
              Record Processing         Per Record Processed                   $0.004103

------------------------------------------------------------------------------------------------------
              Data Transmission         Per Record Transmitted                 $0.000118

------------------------------------------------------------------------------------------------------
              Tape or Cartridge         Per Tape or Cartridge                     $20.12

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

6.10.8.6 OPERATOR AND DIRECTORY SERVICES

------------------------------------------------------------------------------------------------------
ID           SERVICE CATEGORY           RATE ELEMENT                            RATE

------------------------------------------------------------------------------------------------------
              Customized Routing        Service Establishment - Per              ICB
                                        rerouting request
------------------------------------------------------------------------------------------------------
                                        Service Establishment - Per              ICB
                                        central office switch equipped
------------------------------------------------------------------------------------------------------
                                        Per Rerouted Subscriber                $0.060852
                                        Line - Per month
------------------------------------------------------------------------------------------------------
              Announcement              Service Establishment - Per reseller     TBD
              Services                  for unbranded service
------------------------------------------------------------------------------------------------------
                                        Service Establishment - Per reseller     TBD
                                        request for branded service
------------------------------------------------------------------------------------------------------
                                        Branded Announcement - Surcharge -     $0.068821
                                        Per call
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
<PAGE>

6.10.8.2 ELECTRONIC CUSTOMER SERVICE RECORD RETRIEVAL

------------------------------------------------------------------------------------------------------
ID           SERVICE CATEGORY           RATE ELEMENT                            RATE

------------------------------------------------------------------------------------------------------
             Electronic Customer                                                $0.13
             Service Record             Per Customer Record
             Retrieval
------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                           APPENDIX 1, ATTACHMENT 9
                QUALIFIED BUSINESS LINES FOR VOLUME COMMITMENT
                                 RHODE ISLAND
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
ACCESS LINES
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>             <C>             <C>             <C>
Measured Business Service                                                 1MB             ALS
-------------------------------------------------------------------------------------------------------------------------------
Flat Business Service                                                     1FB             1LB
-------------------------------------------------------------------------------------------------------------------------------
Direct Inward Dial Trunks                                                 NDT             ND8
-------------------------------------------------------------------------------------------------------------------------------
PBX Trunks                                                                XMB             XFB
-------------------------------------------------------------------------------------------------------------------------------
                    PBX DIGITAL TRUNKS                                   T2DMX           T4DOX
                                                                    -----------------------------------------------------------
                                                                         T2DOX           TDYMX
                                                                    -----------------------------------------------------------
                                                                         T4DMX           TDYOX
-------------------------------------------------------------------------------------------------------------------------------
                    PBX ANALOG TRUNKS                                     RM7             TG8            TBPCX            TM7
                                                                    -----------------------------------------------------------
                                                                          T1V            TGJTM            TCX             TM9
                                                                    -----------------------------------------------------------
                                                                         T2D1X            TGQ             TDD             TMB
                                                                    -----------------------------------------------------------
                                                                         T2DCX            TGZ            TDY1X            TMC
                                                                    -----------------------------------------------------------
                                                                          T3E             THN            TDYCX            TMK
                                                                    -----------------------------------------------------------
                                                                          T3U             THO            TEPCX            TMR
                                                                    -----------------------------------------------------------
                                                                          T3V             THQ             TF6             TMT
                                                                    -----------------------------------------------------------
                                                                          T4U             THU             TFB             TMU
                                                                    -----------------------------------------------------------
                                                                          T4V             THW             TFC            TP5CX
                                                                    -----------------------------------------------------------
                                                                          T4X             THZ             TFK             TS9
                                                                    -----------------------------------------------------------
                                                                          T5E             TJT             TFQ            TS90X
                                                                    -----------------------------------------------------------
                                                                          T5K             TKG             TFR             TW6
                                                                    -----------------------------------------------------------
                                                                          T5N             TKO             TFT             TYD
                                                                    -----------------------------------------------------------
                                                                          T50             TKV             TFU             TZQ
                                                                    -----------------------------------------------------------
                                                                          T86             TM2             TG2             TZZ
                                                                    -----------------------------------------------------------
                                                                          T87             TM3             TG7             TJB
                                                                    -----------------------------------------------------------
                                                                          TB2             TM5             TBB             TM6
-------------------------------------------------------------------------------------------------------------------------------
                        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 PLUS
-------------------------------------------------------------------------------------------------------------------------------
Measured - DMS                                                           HMHJX
-------------------------------------------------------------------------------------------------------------------------------
Measured - 5ESS                                                          HMHUX
-------------------------------------------------------------------------------------------------------------------------------
Unlimited - DMS                                                          HFHJX
-------------------------------------------------------------------------------------------------------------------------------
Unlimited - 5ESS                                                         HFHUX
-------------------------------------------------------------------------------------------------------------------------------
                 CENTREX PLUS STATIONS/LINES
-------------------------------------------------------------------------------------------------------------------------------
Primary station at principle location                                     RXR
-------------------------------------------------------------------------------------------------------------------------------
Primary- Off Prem same CO.                                                RX3
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       Page 1 of 1
<PAGE>

                          APPENDIX 1, ATTACHMENT 10
                PRODUCTS AND SERVICES ELIGIBLE FOR VTD DISCOUNT
                                 RHODE ISLAND
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
ACCESS LINES
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>             <C>             <C>             <C>
----------------------------------------------------------------------------------------------------------------------------
Measured Business Service                                                1MB             ALS
----------------------------------------------------------------------------------------------------------------------------
Flat Business'Service                                                    1FB             1LB
----------------------------------------------------------------------------------------------------------------------------
Direct Inward Dial Trunks                                                NDT             ND8
----------------------------------------------------------------------------------------------------------------------------
PBX Trunks                                                               XMB             XFB
----------------------------------------------------------------------------------------------------------------------------
                    PBX DIGITAL TRUNKS                                  T2DMX           T4DOX
                                                                   ---------------------------------------------------------
                                                                        T2DOX           TDYMX
                                                                   ---------------------------------------------------------
                                                                        T4DMX           TDYOX
----------------------------------------------------------------------------------------------------------------------------
                    PBX ANALOG TRUNKS                                    RM7             TG8            TBPCX            TM7
                                                                   ---------------------------------------------------------
                                                                         T1V            TGJTM            TCX             TM9
                                                                   ---------------------------------------------------------
                                                                        T2D1X             TGQ             TDD             TMB
                                                                   ---------------------------------------------------------
                                                                        T2DCX            TGZ            TDY1X            TMC
                                                                   ---------------------------------------------------------
                                                                         T3E             THN            TDYCX            TMK
                                                                   ---------------------------------------------------------
                                                                         T3U             THO            TEPCX            TMR
                                                                   ---------------------------------------------------------
                                                                         T3V             THQ             TF6             TMT
                                                                   ---------------------------------------------------------
                                                                         T4U             THU             TFB             TMU
                                                                   ---------------------------------------------------------
                                                                         T4V             THW             TFC            TP5CX
                                                                   ---------------------------------------------------------
                                                                         T4X             THZ             TFK             TS9
                                                                   ---------------------------------------------------------
                                                                         T5E             TJT             TFQ            TS90X
                                                                   ---------------------------------------------------------
                                                                         T5K             TKG             TFR             TW6
                                                                   ---------------------------------------------------------
                                                                         T5N             TKO             TFT             TYD
                                                                   ---------------------------------------------------------
                                                                         T50             TKV             TFU             TZQ
                                                                   ---------------------------------------------------------
                                                                         T86             TM2             TG2             TZZ
                                                                   ---------------------------------------------------------
                                                                         T87             TM3             TG7             TJB
                                                                   ---------------------------------------------------------
                                                                         TB2             TM5             TBB             TM6
----------------------------------------------------------------------------------------------------------------------------
INTRA-LATA TOLL
*MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
----------------------------------------------------------------------------------------------------------------------------
Message Rate Service                                                     N/A
----------------------------------------------------------------------------------------------------------------------------
MTS, including Business Link Optional Calling Plan but                   OVP             OV2
excluding all other Optional Calling Plans                         ---------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
FEATURES
*MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
----------------------------------------------------------------------------------------------------------------------------
Touch Tone                                                               TTB
----------------------------------------------------------------------------------------------------------------------------
Call Forwarding                                                          ESM
----------------------------------------------------------------------------------------------------------------------------
Call Forwarding, Speed Calling 8 & Speed Calling 30                      EZO
----------------------------------------------------------------------------------------------------------------------------
Call Forwarding, Three Way Calling & Speed Calling 30                    ESB
----------------------------------------------------------------------------------------------------------------------------
Call Forwarding, Three Way Calling & Speed Calling 8                     ESR
----------------------------------------------------------------------------------------------------------------------------
Call Forwarding, Three Way Calling, Speed Calling 8 &                    EZS
Speed Calling 30
----------------------------------------------------------------------------------------------------------------------------
Call Waiting                                                             ESX
----------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding & Speed Calling 30                         ESG
----------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding & Speed Calling 8                          ESA
----------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding & Three Way Calling                        ETC
----------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding, Speed Calling 8 & Speed                   EZQ
Calling 30
----------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding, Three Way Calling & Speed                 ES5
Calling 30
----------------------------------------------------------------------------------------------------------------------------

                                       Page 1 of 2

<PAGE>

--------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding, Three Way Calling & Speed           ES3
Calling 8
----------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding, Three Way Calling, Speed            EZT
Calling 8 & Speed Calling 30
----------------------------------------------------------------------------------------------------------------------------
Call Waiting, Speed Calling 8 & Speed Calling 30                   EZN
----------------------------------------------------------------------------------------------------------------------------
Call Waiting, Three Way Calling & Speed Calling 30                 ET3
----------------------------------------------------------------------------------------------------------------------------
Call Waiting, Three Way Calling & Speed Calling 8                  ET8
----------------------------------------------------------------------------------------------------------------------------
Call Waiting, Three Way Calling, Speed Calling 8 &                 EZR
Speed Calling 30
----------------------------------------------------------------------------------------------------------------------------
Speed Calling 30                                                   E3D
----------------------------------------------------------------------------------------------------------------------------
Speed Calling 8                                                    E8C
----------------------------------------------------------------------------------------------------------------------------
Three Way Calling                                                  ESC
----------------------------------------------------------------------------------------------------------------------------
Three Way Calling, Speed Calling 8 & Speed Calling 30              EZP
----------------------------------------------------------------------------------------------------------------------------
Call Forwarding 11                                                 CFZ             GCZ              E5E
----------------------------------------------------------------------------------------------------------------------------
PHONE SMART SERVICES
*MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
----------------------------------------------------------------------------------------------------------------------------
Call Trace Denial                                                  HBG
----------------------------------------------------------------------------------------------------------------------------
Call Trace (Per Activation Charge)
----------------------------------------------------------------------------------------------------------------------------
Caller ID                                                          NSD
----------------------------------------------------------------------------------------------------------------------------
Per Call Blocking
----------------------------------------------------------------------------------------------------------------------------
Per Line Blocking                                                  NBJ
----------------------------------------------------------------------------------------------------------------------------
Permanent Line Blocking                                            NBD
----------------------------------------------------------------------------------------------------------------------------
Repeat Dialing                                                     NSQ
----------------------------------------------------------------------------------------------------------------------------
Repeat Dialing (Per Activation Charge)
----------------------------------------------------------------------------------------------------------------------------
Repeat Dialing Denial                                              HBQ
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
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