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                                  RESALE AGREEMENT
                                     (Maryland)

                                      PREFACE

     THIS RESALE AGREEMENT (this "Agreement") is made effective as of August 6,
1999 (the "Effective Date") by and between Essential.Com, Inc. ("Reseller"), a
Delaware corporation, with offices at Three Burlington Woods Drive, Burlington,
MA 01803, and Bell Atlantic - Maryland, Inc. ("Bell Atlantic"), a Maryland
corporation, with offices at 1 East Pratt Street, 8th Floor, Baltimore, Maryland
21202.

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

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

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

1.   DEFINITIONS

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

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

     1.1.2     "Agent" means agent or servant.

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

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

     1.1.5     "Bell Atlantic Retail Telecommunications Service" means any
     Telecommunications Service that Bell Atlantic provides at retail to
     subscribers who are not Telecommunications Carriers. The term "Bell
     Atlantic Retail Telecommunications

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     Service" does not include any exchange access service (as defined in
     Section 3(16) of the Act, 47 U.S.C. Section 153(16)) provided by Bell
     Atlantic.

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

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

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

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

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

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

     1.1.9     "Commission" means the Maryland Public Service Commission.

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

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

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

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

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

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

     1.1.16    "Jurisdiction" means the State of Maryland.

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

     1.1.18    "Order" means an order or application.

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

     1.1.20    "Reseller Customer" means a Customer of Reseller.

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

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

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

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

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

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

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2.   THE AGREEMENT

     2.1       This Agreement includes: (a) the Principal Document; (b) Bell
     Atlantic's Tariffs (which Bell Atlantic Tariffs are incorporated into this
     Agreement by reference and made a part hereof); and, (c) a Reseller Order
     to provide, change or terminate a Bell Atlantic Service, which has been
     accepted by Bell Atlantic (including, but not limited to, any Order which
     includes a commitment to purchase a stated number or minimum number of
     lines or other Bell Atlantic Services, or a commitment to purchase lines or
     other Bell Atlantic Services for a stated period or minimum period of
     time).

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

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

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

3.   BELL ATLANTIC SERVICES

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

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

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

     3.4       Upon receipt and acceptance by Bell Atlantic of a Reseller Order
     requesting Bell Atlantic to provide a Bell Atlantic Service, Bell Atlantic
     shall provide, and Reseller shall subscribe to, use and pay for, the Bell
     Atlantic Service, in accordance with this Agreement.

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

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

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

4.   PRICES

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

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

     4.3       Upon request by Bell Atlantic, Reseller shall provide to Bell
     Atlantic adequate assurance of payment of charges due to Bell Atlantic.
     Assurance of payment of charges may be requested by Bell Atlantic: (a) if
     Reseller, in Bell Atlantic's reasonable judgment, at the Effective Date or
     at any time thereafter, is unable to show itself to be creditworthy; (b) if
     Reseller, in, Bell Atlantic's reasonable judgment, at the Effective Date or
     at any time thereafter, is not creditworthy; or, (c) if Reseller fails to
     timely pay a bill rendered to Reseller by Bell Atlantic. Unless otherwise
     agreed by the Parties, the assurance of payment shall be in the form of a
     cash deposit and shall be in an amount equal to the charges for Bell
     Atlantic Services that Reseller may reasonably be expected to incur during
     a period of two (2) months. Bell Atlantic may at any time use the deposit
     or other assurance of payment to pay amounts due from Reseller.

5.   BILLING AND PAYMENT

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

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

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

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

     5.5       Reseller acknowledges and agrees that:

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

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     Services and new or modified systems and methods for computing and
     rendering such bills.

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

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

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

6.   TERM

     6.1       The term of this Agreement shall commence on the Effective Date,
     and, except as otherwise provided in this Agreement, shall remain in effect
     through August 5, 2000 (the "Initial Term Ending Date"). After the Initial
     Term Ending Date, this Agreement shall continue in force and effect unless
     and until terminated as provided in this Agreement. Following the Initial
     Term Ending Date, either Party may terminate this

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     Agreement by providing written notice of termination to the other Party,
     such written notice to be provided at least ninety (90) days in advance of
     the date of termination.

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

7.   SERVICE INSTALLATION AND MAINTENANCE

               Reseller shall comply with Bell Atlantic's processes and
     procedures (including, but not limited to, requirements by Bell Atlantic
     that Reseller use Bell Atlantic OSS Services) for the communication to Bell
     Atlantic of (a) Reseller's Orders to provide, change or terminate, Bell
     Atlantic Services, and (b) Reseller's requests for information about,
     assistance in using, or repair or maintenance of, Bell Atlantic Services.
     Bell Atlantic may, from time-to-time, upon notice to Reseller, change these
     processes and procedures.

8.   ASSIGNMENT

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

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

9.   AVAILABILITY OF SERVICE

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

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

10.  BRANDING

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

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

11.  CHOICE OF LAW

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

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

12.  COMPLIANCE WITH APPLICABLE LAW

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

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

13.  CONFIDENTIAL INFORMATION

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

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

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

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

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

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

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

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

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

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

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

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

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

     13.4      If the Recipient wishes to disclose the Discloser's Confidential
     Information to a third party Agent or contractor, such disclosure must be
     mutually agreed to in writing by the Parties to this Agreement, and the
     Agent or contractor must have executed a written agreement of
     non-disclosure and non-use comparable in scope to the terms of this Section
     13.

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

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

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

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

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

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

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

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

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

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

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

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

14.  CONTINGENCIES

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

15.  COUNTERPARTS

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

16.  CUSTOMER INFORMATION

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

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

     16.3      Bell Atlantic shall have the right (but not the obligation) to
     audit Reseller to ascertain whether Reseller is complying with the
     requirements of Applicable Law and

                                          13
<PAGE>

     this Agreement, with regard to Reseller's access to, and use and disclosure
     of, Customer Information which is made available to Reseller by Bell
     Atlantic pursuant to this Agreement.

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

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

17.  DEFAULT

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

     17.2.1    If Reseller fails to make a payment of any amount billed under
     this Agreement by the due date stated on the bill and such failure
     continues for more than thirty (30) days after written notice thereof from
     Bell Atlantic, then, except as provided in Section 17.2.2, below, or as
     otherwise required by Applicable Law, Bell Atlantic shall have the right,
     upon notice to Reseller, to terminate or suspend this Agreement and/or
     provision of Bell Atlantic Services, in whole or in part.

     17.2.2    If a good faith dispute arises between the Parties concerning the
     obligation of Reseller to make payment of an amount billed under this
     Agreement, the failure to pay the amount in dispute shall not constitute
     cause for termination or suspension of this Agreement or provision of Bell
     Atlantic Services, if, within thirty (30) days of the date that Bell
     Atlantic gives Reseller written notice of the failure to pay the amount in
     dispute, Reseller (a) gives Bell Atlantic written notice of the dispute
     stating the basis of the dispute, and (b) furnishes to Bell Atlantic an
     irrevocable letter of credit in a form

                                          14
<PAGE>

     acceptable to Bell Atlantic or other security arrangement acceptable to
     Bell Atlantic, guaranteeing payment to Bell Atlantic of any portion of the
     disputed amount (including the whole of the disputed amount) which is
     thereafter agreed by Bell Atlantic and Reseller, or determined by a court
     or other governmental entity of appropriate jurisdiction, to be due to Bell
     Atlantic. The existence of such a dispute shall not relieve Reseller of its
     obligations to pay any undisputed amount which is due to Bell Atlantic and
     to otherwise comply with this Agreement.

18.  FACILITIES

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

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

19.  INTELLECTUAL PROPERTY

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

20.  JOINT WORK PRODUCT

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

21.  LIABILITY

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

                                          15
<PAGE>

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

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

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

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

     21.3.3    THE LIABILITY, IF ANY, OF BELL ATLANTIC AND OTHER BELL ATLANTIC
     PERSONS, TO RESELLER, RESELLER CUSTOMERS AND/OR ANY OTHER PERSON, FOR ANY
     CLAIM, LOSS OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH A BELL ATLANTIC
     SERVICE FAILURE, SHALL BE LIMITED TO A TOTAL AMOUNT NOT IN EXCESS OF: (a)
     TWICE THE PROPORTIONATE CHARGE FOR THE BELL ATLANTIC SERVICE AFFECTED
     DURING THE PERIOD OF THE BELL ATLANTIC SERVICE FAILURE; OR, (b) IF THERE IS
     NO CHARGE FOR THE BELL ATLANTIC SERVICE AFFECTED, FIVE HUNDRED DOLLARS
     ($500.00).

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

                                          16
<PAGE>

     FAILURE OR ANY BREACH OR FAILURE IN PERFORMANCE OF THIS AGREEMENT BY BELL
     ATLANTIC.

     21.5      THE LIMITATIONS AND EXCLUSIONS FROM LIABILITY STATED IN SECTIONS
     21.2 THROUGH 21.4 SHALL APPLY REGARDLESS OF THE FORM OF A CLAIM OR ACTION,
     WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED T0, THE
     NEGLIGENCE OF BELL ATLANTIC AND/OR OTHER BELL ATLANTIC PERSONS), STRICT
     LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER BELL ATLANTIC HAS BEEN
     ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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

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

     21.8      Reseller shall indemnify, defend and hold harmless Bell
     Atlantic, Bell Atlantic's Affiliates, and the directors, officers and
     employees of Bell Atlantic and Bell Atlantic's Affiliates, from any claims,
     suits, government proceedings, judgments, fines, liabilities, losses,
     damages, costs or expenses (including reasonable attorneys fees) arising
     out of or in connection with: (a) the failure of Reseller to transmit to
     Bell Atlantic a request by a Reseller Customer to install, provide, change
     or terminate, a Bell Atlantic Retail Telecommunications Service; (b) the
     transmission by Reseller to Bell Atlantic of an Order to install, provide,
     change or terminate, a Bell Atlantic Retail Telecommunications Service,
     which Order was not authorized by the applicable Reseller Customer; (c)
     erroneous or inaccurate information in an Order transmitted by Reseller to
     Bell Atlantic; (d) the transmission by Reseller to Bell Atlantic of an
     Order to change or terminate a Telecommunications Service provided to an
     end user by Bell Atlantic or another Telecommunications Service provider,
     or to install or provide a Telecommunications Service for an end user,
     which Order was not authorized by the applicable end user, (e) the
     transmission by Reseller to Bell Atlantic of an Order to select, change or
     reassign a telephone number for an end user, which Order was not authorized

                                          17
<PAGE>

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

22.  NON-EXCLUSIVE REMEDIES

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

23.  NOTICES

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

               To Bell Atlantic:

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


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<PAGE>

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

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

24.  OPTION TO OBTAIN BELL ATLANTIC SERVICE UNDER OTHER AGREEMENTS

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

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

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<PAGE>

25.  REGULATORY APPROVALS

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

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

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

26.  REGULATORY CONTINGENCIES

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

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

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

                                          20
<PAGE>

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

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

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

27.  RELATIONSHIP OF THE PARTIES

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

     27.2      Nothing contained in this Agreement shall:

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

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

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

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

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

                                          21
<PAGE>

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

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

28.  RESELLER'S PROVISION OF SERVICE

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

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

29.  RESELLER'S RESALE AND USE OF SERVICE

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

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

                                          22
<PAGE>

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

     29.4      Reseller shall comply with Applicable Law, and Bell Atlantic's
     procedures, for handling requests from law enforcement and other government
     agencies for service termination, assistance with electronic surveillance,
     and provision of information.

30.  RESPONSIBILITY FOR CHARGES

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

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

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

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

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

                                          23
<PAGE>

31.  SECTION HEADINGS

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

32.  SERVICES NOT COVERED BY THIS AGREEMENT

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

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

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

                                          24
<PAGE>

     Reseller Customers a right to installation, inspection, maintenance,
     repair, or removal, by Bell Atlantic, or use, by Reseller or Reseller
     Customers, of any such facilities, equipment, software, or wiring.

     32.4      Without in any way limiting Section 32.1, the Parties agree that
     this Agreement does not apply to the purchase by Reseller of Audiotex
     Services (including, but not limited to, Dial-It, 976, 915 and 556
     services) for resale to Audiotex Service providers or other information
     service providers. Bell Atlantic shall have the right (but not the
     obligation) to block calls made to Audiotex Service numbers (including, but
     not limited to, Dial-It numbers and 976, 915 and 556 numbers) through Bell
     Atlantic Services purchased by Reseller under this Agreement.
     Notwithstanding the foregoing, Reseller shall pay, without discount, any
     charges for Audiotex Services (including, but not limited to, Dial-It, 976,
     915 and 556 services) that are ordered, activated or used by Reseller,
     Reseller Customers or other persons, through, by means of, or in
     association with, Bell Atlantic Services provided by Bell Atlantic to
     Reseller.

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

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

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

33.  SERVICE QUALITY

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

34.  SINGLE POINT OF CONTACT

     34.1      Reseller shall be the single point of contact for Reseller
     Customers and other persons with regard to Telecommunications Services and
     other services and

                                          25
<PAGE>

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

     34.2      Without in any way limiting Section 34.1, requests by Reseller
     Customers for information about or provision of Telecommunications Services
     which they wish to purchase from Reseller, requests by Reseller Customers
     to change, terminate, or obtain information about, assistance in using, or
     repair or maintenance of, Telecommunications Services which they have
     purchased from Reseller, and inquiries by Reseller Customers concerning
     Reseller's bills, charges for Reseller's Telecommunications Services, and,
     if the Reseller Customers receive dial tone line service from Reseller,
     annoyance calls, shall be made by the Reseller Customers to Reseller, and
     not to Bell Atlantic.

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

35.  SURVIVAL

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

36.  TAXES

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

                                          26
<PAGE>

     Atlantic), and (c) Bell Atlantic shall remit such collected Tax to the
     applicable taxing authority.

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

     36.3      With respect to any purchase of Bell Atlantic Services under this
     Agreement, that are resold by Reseller to a Reseller Customer, if any Tax
     is imposed by Applicable Law on the Reseller Customer in connection with
     the Reseller Customer's purchase of the resold Bell Atlantic Services which
     Reseller is required to impose and/or collect from the Reseller Customer,
     then Reseller (a) shall impose and/or collect such Tax from the Reseller
     Customer, and (b) shall timely remit such Tax to the applicable taxing
     authority.

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

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

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

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

                                          27
<PAGE>

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

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

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

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

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

     36.6.2    If Applicable Law clearly exempts a purchase of Bell Atlantic
     Services under this Agreement from a Tax, but does not also provide an
     exemption procedure,


                                          28
<PAGE>

     then Bell Atlantic shall not collect such Tax if Reseller (a) furnishes
     Bell Atlantic with a letter signed by an officer of Reseller requesting an
     exemption and citing the provision in the Applicable Law which clearly
     allows such exemption, and (b) supplies Bell Atlantic with an
     indemnification agreement, reasonably acceptable to Bell Atlantic, which
     holds Bell Atlantic harmless on an after-tax basis with respect to
     forbearing to collect such Tax.

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

          To Bell Atlantic:

                              Tax Administration
                              Bell Atlantic Corporation
                              1095 Avenue of the Americas
                              Room 3109
                              New York, New York 10036

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

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

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

37.  TELEPHONE EXCHANGE SERVICE PROVIDER SELECTION

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

                                          29
<PAGE>

     Telephone Exchange Service provider (including, to end user selection of a
     Telephone Exchange Service provider that occurs during any telemarketing
     contact with an end user), and shall comply with such rules and
     procedures.

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

     37.3      If Reseller submits an Order to Bell Atlantic to install,
     provide, change or terminate a Telecommunications Service, to select,
     change or reassign a telephone number, or to select, change or terminate an
     end user's Telephone Exchange Service provider, and (a) when requested by
     Bell Atlantic to provide a written document signed by the end user stating
     the end user's Telephone Exchange Service provider selection, fails to
     provide such document to Bell Atlantic, or (b) has not obtained
     authorization for such installation, provision, selection, change,
     reassignment or termination, from the end user in the manner required by
     Applicable Law (or, in the absence of Applicable Law, in the manner
     required by the rules and procedures in 47 CFR Section 64.1100), Reseller
     shall be liable to Bell Atlantic for all charges that would be applicable
     to the end user for the initial installation, provision, selection, change,
     reassignment or termination, of the end user's Telecommunications Service,
     telephone number, and/or Telephone Exchange Service provider, and any
     charges for restoring the end user's Telecommunications Service, telephone
     number, and/or Telephone Exchange Service provider selection, to its end
     user authorized condition.

38.  TELEPHONE NUMBERS

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

     38.2      Subject to Sections 38.1 and 38.3, if an end user who subscribes
     to a Bell Atlantic Retail Telecommunications Service dial tone line from
     either Reseller or Bell Atlantic changes the Telecommunications Carrier
     from whom the end user subscribes for such dial tone line (including a
     change from Bell Atlantic to Reseller, from Reseller to Bell Atlantic, or
     from Reseller to a Telecommunications Carrier other than Bell Atlantic),

                                          30
<PAGE>

     after such change, the end user may continue to use with the dial tone line
     the telephone numbers which were assigned to the dial tone line by Bell
     Atlantic immediately prior to the change.

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

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

39.  WARRANTIES

               EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BELL ATLANTIC
     MAKES NO WARRANTIES WITH RESPECT TO BELL ATLANTIC SERVICES, WHETHER EXPRESS
     OR IMPLIED, WRITTEN OR ORAL, IN FACT OR IN LAW. THE WARRANTIES SET FORTH IN
     THIS AGREEMENT ARE BELL ATLANTIC'S EXCLUSIVE WARRANTIES WITH RESPECT TO
     BELL ATLANTIC SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
     IMPLIED, WRITTEN OR ORAL, IN FACT OR IN LAW. BELL ATLANTIC DISCLAIMS ANY
     AND ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
     MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES AGAINST
     INFRINGEMENT, AND WARRANTIES ARISING BY TRADE CUSTOM, TRADE USAGE, COURSE
     OF DEALING, OR OTHERWISE.

40.  PUBLICITY AND USE OF TRADEMARKS OR SERVICE MARKS

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

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

41.  AUTHORIZATION

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<PAGE>

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

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

                                          32
<PAGE>

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

ESSENTIAL.COM, INC.

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


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


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


BELL ATLANTIC - MARYLAND, INC.

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

                                          33
<PAGE>

                                      EXHIBIT I

                           BELL ATLANTIC ANCILLARY SERVICES

1.     BELL ATLANTIC OSS SERVICES
1.1    DEFINITIONS

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

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

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

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

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

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

1.2    BELL ATLANTIC OSS SERVICES

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

                                          34
<PAGE>

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

1.3    Reseller Usage Information

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

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

       (a)    Daily Usage File on Data Tape.

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

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

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

1.3.3.2       Daily Usage File Data Tapes provided pursuant to Exhibit 1,
       Section 1.3.2(a) will be issued each day, Monday through Friday, except
       holidays observed by Bell Atlantic.

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

1.4    PRICES

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

                                          35
<PAGE>

1.5    ACCESS TO AND USE OF BELL ATLANTIC OSS FACILITIES

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

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

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

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

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

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

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

                                          36
<PAGE>

1.6    BELL ATLANTIC OSS INFORMATION

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

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

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

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

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

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

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

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

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

                                          37
<PAGE>

1.6.4         Unless sooner terminated or suspended in accordance with this
       Agreement (including, but not limited to, Section 17.1 and Exhibit I,
       Section 1.7.1), Reseller's access to Bell Atlantic OSS Information
       through Bell Atlantic OSS Services shall terminate upon the expiration or
       termination of this Agreement.

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

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

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

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

1.7    LIABILITIES AND REMEDIES

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

                                          38
<PAGE>

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

1.8    RELATION TO APPLICABLE LAW

              The provisions of Exhibit I, Sections 1.5, 1.6 and 1.7 shall be in
       addition to and not in derogation of any provisions of Applicable Law,
       including, but not limited to, 47 U.S.C. Section 222 and the FCC rules in
       47 CFR Section 64.2001 - Section 64.2009, and are not intended to
       constitute a waiver by Bell Atlantic of any right with regard to
       protection of the confidentiality of the information of Bell Atlantic or
       Bell Atlantic Customers provided by Applicable Law.

1.9    COOPERATION

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

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

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

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

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

                                          39
<PAGE>

1.10          Bell Atlantic Access to Information Related to Reseller CUSTOMERS

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

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

2.     E911/911 SERVICES

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

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

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


                                          40
<PAGE>

3.     ROUTING TO DIRECTORY ASSISTANCE AND OPERATOR SERVICES

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

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

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

4.     LIDB/BVS

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

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

4.3           Reseller information which is stored in Bell Atlantic's LIDB will
       be subject, to the same extent as Bell Atlantic information stored in
       Bell Atlantic's LIDB, to access and use by, and disclosure to, those
       persons (including, but not limited to, Bell Atlantic) to

                                          41
<PAGE>

       whom Bell Atlantic allows access to information which is stored in Bell
       Atlantic's LIDB. Reseller hereby grants to Bell Atlantic and the persons
       to whom Bell Atlantic allows access to information which is stored in
       Bell Atlantic's LIDB, a royalty free license for such access, use and
       disclosure.

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

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

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

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

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

                                          42
<PAGE>

                                      EXHIBIT II

                          PRICES FOR BELL ATLANTIC SERVICES

1.     BELL ATLANTIC RETAIL TELECOMMUNICATIONS SERVICES

1.1    PRICES

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

1.2    INAPPLICABILITY OF DISCOUNTS

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

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

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

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

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

1.3    DISCOUNT CHANGES

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

                                          43
<PAGE>

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

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

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

2.     BELL ATLANTIC ANCILLARY SERVICES

2.1    PRICES

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

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

2.2    PRICE CHANGES

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

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

2.2.3         Except as otherwise required by Applicable Law, Bell Atlantic
shall give Reseller thirty (30) days advance written notice of any increase in
the prices stated in Exhibit II, Attachment 1 for Bell Atlantic Ancillary
Services.

                                          44
<PAGE>

                                                                    ATTACHMENT 1
                                                                   TO EXHIBIT II

                            BELL ATLANTIC - MARYLAND, INC.

                       DETAILED SCHEDULE OF ITEMIZED CHARGES(1)

I. WHOLESALE DISCOUNT FOR RESALE OF BELL ATLANTIC RETAIL TELECOMMUNICATIONS
SERVICES
       Resale of Bell Atlantic Retail            19.87% or discount rate as
       Telecommunications Services as per        established by further
       Commission Order dated November 8, 1996.  Commission Order.
       Assumes RESELLER will provide its own
       operator and directory assistance services.(2)


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

       Except for citations to generally available services and rates offered
under Bell Atlantic's Tariffs, all services and rates listed in this Exhibit II,
Attachment 1 are available to Reseller only in connection with the purchase and
resale of Bell Atlantic Retail Telecommunications Services by Reseller under
this Agreement. Adherence to this limitation shall be subject to reasonable
audit by Bell Atlantic.

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

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

(2)    Any provision of operator and/or directory assistance services by Bell
Atlantic to Reseller in connection with Reseller's resale of Bell Atlantic
Retail Telecommunications Services shall be in accordance with the terms,
conditions, and rates contained in applicable Bell Atlantic Tariffs.

<PAGE>

<TABLE>
<CAPTION>

SERVICE OR ELEMENT DESCRIPTION:                  RECURRING CHARGES:          NON-RECURRNG
-------------------------------                  ------------------          ------------
                                                                             CHARGE:
                                                                             -------
<S>                                              <C>                         <C>
II. ACCESS TO OPERATION SUPPORT SYSTEMS

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

       B. Ordering                               $4.22*/Transaction          Not Applicable

       C. Provisioning                           Included in Ordering        Not Applicable

       D. Maintenance & Repair

          1. ECG Access                          $.26*/Query                 Not Applicable

          2. EB/OSI Access                       $1.20*/Trouble              Not Applicable
                                                 Ticket

       E. Billing

          1. CD-ROM                              $254.11*/CD-ROM/            Not Applicable
                                                 Month

          2. Daily Usage File

             a) Existing Message Recording       $.000267*/Message           Not Applicable

             b) Delivery of DUF

                Data Tape                        $21.46*/Tape                $63.27*(3)/Programming
                                                                             Hour

                Network Data Mover               $.000096*/Message           Not Applicable

                CMDS                             $.0000096*/Message          $63.27*/Programming
                                                                             Hour

             c) DUF Transport

                9.6 kb Communications Port       $10.56*/Month               $7,416365*/Port

                56 kb Communications Port        $29.15*/Month               $30,717.61*/Port

                256 kb Communications Port       $29.15*/Month               $51,094.01*/Port

                T1 Communications Port           $370.26*/Month              $182,318.17*/Port

                Line Installation                Not Applicable              $63.27*/Programming
                                                                             Hour/Port

                Port Set-up                      Not Applicable              $10.16*/Port

                Network Control Programming      Not Applicable              $63.27*/Programming
                Coding                                                       Hour/Port

</TABLE>

-----------------
(3)       Rates accompanied by an asterisk indicate interim rates which will be
replaced by new rates at such time when established by the Maryland PSC in case
No. 8786.

                                          2
<PAGE>

<TABLE>
<CAPTION>

SERVICE OR ELEMENT DESCRIPTION:                  RECURRING CHARGES:          NON-RECURRNG
-------------------------------                  ------------------          ------------
                                                                             CHARGE:
                                                                             -------
<S>                                              <C>                         <C>

III. DIRECTORY ASSISTANCE/OPERATOR SERVICES
ROUTING

       Customized Routing                        $.05939/Call                $4.10*/Line

       Customized Routing Transport              Per Bell Atlantic's Tariffs (including, but not
                                                 limited to, Bell Atlantic Tariff FCC No. 1 and
                                                 Bell Atlantic--Maryland Tariff P.S.C.-Md.-
                                                 No. 217)

IV. LIDB INTERCONNECTION/BILLING VALIDATION      Per Bell Atlantic's         Per Bell Atlantic's
SERVICE                                          Tariffs (including, but     Tariffs (including, but
                                                 not limited to, Bell        not limited to, Bell
                                                 Atlantic Tariff FCC         Atlantic Tariff FCC
                                                 No. 1, Section 6.9.1M)      No. 1, Section 6.9.1M)

                                                 Illustrative:               Illustrative:

                                                   Query validation            Originating point
                                                 $.04/query                  code, $125

                                                   Query transport
                                                 $.0002/query

</TABLE>
                                          3
<PAGE>

                              APPENDIX 1, ATTACHMENT 13

                   QUALIFIED BUSINESS LINES FOR VOLUME COMMITMENT
                                      MARYLAND
<TABLE>
<CAPTION>
<S>                                               <C>         <C>        <C>
--------------------------------------------------------------------------------
ACCESS LINES
--------------------------------------------------------------------------------
Message Business Service                          1MB         ALS        WHB
--------------------------------------------------------------------------------
Measured Business Service                         LMB         ALM
--------------------------------------------------------------------------------
Direct Inward Dial Trunks                         NDT         NDZ        NDJ
--------------------------------------------------------------------------------
PBX Trunks Message                                TMB
--------------------------------------------------------------------------------
PBX Trunks Measured                               TV1
--------------------------------------------------------------------------------
PBX Digital trunks                                D7Z         D7W
--------------------------------------------------------------------------------
               CENTREX:**
--------------------------------------------------------------------------------
**EXCLUDES:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom
   Pricing)
2. Centrex systems which serve multiple end user customers
--------------------------------------------------------------------------------
    CENTREX - CUSTOPAK / CLASS OF SERVICE
--------------------------------------------------------------------------------
Message                                          CGC+X
--------------------------------------------------------------------------------
Measured                                         CEC+X
--------------------------------------------------------------------------------
               CUSTOPAK LINES
--------------------------------------------------------------------------------
Unrestricted                                      R3G
--------------------------------------------------------------------------------
Restricted                                        RX7
--------------------------------------------------------------------------------
Primary Off Prem                                  RX3
--------------------------------------------------------------------------------
 CENTREX - CUSTOFLEX 2100 / CLASS OF SERVICE      RJY
--------------------------------------------------------------------------------
Message                                          KGK+X
--------------------------------------------------------------------------------
Measured                                         KEK+X
--------------------------------------------------------------------------------
            CUSTOFLEX 2100 LINES
--------------------------------------------------------------------------------
Unrestricted                                      R4N
--------------------------------------------------------------------------------
Restricted                                        RHK
--------------------------------------------------------------------------------
Primary Off Prem                                  RX3
--------------------------------------------------------------------------------
ISDN - Unrestricted                               XQA
--------------------------------------------------------------------------------
ISDN - Restricted                                 XQK
--------------------------------------------------------------------------------
</TABLE>

                                     Page 1 of 1

<PAGE>

                              APPENDIX 1, ATTACHMENT 14

                   PRODUCT AND SERVICES ELIGIBLE FOR VTD DISCOUNT
                                      MARYLAND

<TABLE>
<CAPTION>
<S>                                                         <C>    <C>     <C>
--------------------------------------------------------------------------------
ACCESS LINES
--------------------------------------------------------------------------------
Message Business Service                                     1MB   ALS     WHB
--------------------------------------------------------------------------------
Measured Business Service                                    LMB   ALM
--------------------------------------------------------------------------------
Direct Inward Dial Trunks                                    NDT   NDZ     NDJ
--------------------------------------------------------------------------------
PBX Trunks Message                                           TMB
--------------------------------------------------------------------------------
PBX Trunks Measured                                          TV1
--------------------------------------------------------------------------------
PBX Digital trunks                                           D7Z   D7W
--------------------------------------------------------------------------------
INTRA-LATA TOLL
*MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
--------------------------------------------------------------------------------
Message Rate Service                                         N/A
--------------------------------------------------------------------------------

MTS, including Key Connections Optional Calling Plan BUT   VWDK1   WRV
excluding all other Optional Calling Plans
--------------------------------------------------------------------------------
FEATURES
*MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
--------------------------------------------------------------------------------
Touch Tone                                                   TTV   TJB
--------------------------------------------------------------------------------
IQ SERVICES:
*MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
--------------------------------------------------------------------------------
Call Forwarding                                              ESM
--------------------------------------------------------------------------------
Call Waiting                                                 ESX
--------------------------------------------------------------------------------
Call Waiting ID                                              NWT
--------------------------------------------------------------------------------
Speed Dialing 8                                              ESL
--------------------------------------------------------------------------------
Speed Dialing 30                                             ESF
--------------------------------------------------------------------------------
3 Way Calling (per Use or Monthly)                           ESC
--------------------------------------------------------------------------------
*69 (per Use or Monthly)                                     NSS
--------------------------------------------------------------------------------
Call Trace (Per Use Charge)
--------------------------------------------------------------------------------
Caller ID                                                    NSD
--------------------------------------------------------------------------------
Caller ID with Name                                          NDF
--------------------------------------------------------------------------------
Per Call Blocking (Per Use Charge)
--------------------------------------------------------------------------------
Repeat Dialing                                               NSQ
--------------------------------------------------------------------------------
Ultra Forward                                                FRM
--------------------------------------------------------------------------------
Distinctive Ring                                            DRQ+X
--------------------------------------------------------------------------------
Priority Call                                                NSK
--------------------------------------------------------------------------------
Select Forward                                               NCE
--------------------------------------------------------------------------------
Call Block                                                   NSY
--------------------------------------------------------------------------------
Call Gate                                                    OC4
--------------------------------------------------------------------------------
Anonymous Call Rejection - w/ Caller ID                      AWY
--------------------------------------------------------------------------------
Anonymous Call Rejection - w/o Caller ID                     AYK
--------------------------------------------------------------------------------
Call Manager                                                PKB3N
--------------------------------------------------------------------------------
Call Manager Plus                                           PKB3R
--------------------------------------------------------------------------------
</TABLE>

                                     Page 1 of 1