<PAGE>

                   NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY
                            RESALE SERVICE AGREEMENT

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

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

       WHEREAS, Reseller is a reseller operating in the State of New Hampshire;

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

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

1.     RESALE ARRANGEMENT

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

2.     TERM OF AGREEMENT

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

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

       C.     Each Party agrees to fully support approval of the Agreement by
              the NHPUC without modification. 116 Parties, however, reserve the
              right to seek regulatory relief and otherwise seek redress from
              each other regarding performance and implementation of this
              Agreement. In the event the NHPUC rejects this Agreement in whole
              or in part, the Parties agree to meet and negotiate in good faith
              to arrive at a mutually acceptable modification of the rejected
              portion(s); provided that such rejected portion(s) shall not
              affect the validity of the remainder of this Agreement.

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

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

3.     CHARGES

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

4.     PROMOTIONAL MATERIAL

       NET shall provide Reseller with a reasonable amount of information
       related to the use of the services it will resell for Reseller's use in
       its marketing and product materials. NET, in consultation with Reseller,
       shall determine the t)W, quantity, and availability of the information to
       be provided to Reseller. NET shall also make available to Reseller's
       personnel basic training related to the use and operation of the
       services. NET shall reasonably determine the timing and content of such
       training. Such training and promotional material shall be provided to
       Reseller only and NET is under no obligation to provide any training or
       promotional material to any other person or entity Reseller may engage in
       the sale, provision, or use of the Services.

5.     GOVERNING LAW

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

6.     ENTIRE AGREEMENT


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

7.     AMENDMENTS AND WAIVERS

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

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

8.     ASSIGNMENT

       Neither party may assign or transfer (whether by operation of law or
       otherwise) this Agreement (or any rights or obligations hereunder) to a
       third party without the prior written consent of the other party which
       consent shall not be unreasonably withheld; provided, however, each party
       may assign this Agreement to a corporate affiliate or an entity under its
       common control or an entity acquiring all or substantially all of its
       assets or equity by providing prior written notice to the other party of
       such assignment or transfer. Any attempted assignment or transfer that is
       not permitted shall be void ab initio. All obligations and duties of any
       party shall be binding on all successors in interest and assigns of such
       party.

9.     NOTICE AND DEMAND

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


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

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

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

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

10.    THIRD-PARTY BENEFICIARIES

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

11.    FORCE MAJEURE

       Neither party shall be deemed to be negligent, at fault, or otherwise
       liable in any respect for any delay or failure in performance of any part
       of this Agreement to the extent that such failure or delay is caused by
       acts of God, acts of civil or military authority, government regulations,
       embargoes, epidemics, war, terrorist acts, riots, insurrections, fires,
       explosions, earthquakes, nuclear accidents, floods, strikes, power
       blackouts, volcanic action, other major environmental disturbances,
       unusually severe weather conditions, inability to secure products or
       services of other persons or transportation facilities, or acts or
       omissions of transportation common carriers or other causes beyond the
       control of the party obligated to perform. If any force majeure condition
       occurs, the party delayed or unable to perform shall give immediate
       notice to the other Party and shall take all

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       reasonable steps to correct the force majeure condition. During the
       pendency of the force majeure, the duties of the parties under this
       Agreement affected by the force majeure condition shall be abated and
       shall resume without liability thereafter.

12.    CONTINGENCY

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

13.    COMPLIANCE

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

14.    NON-EXCLUSIVE AGREEMENT

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

15.    PUBLICITY AND USE OF TRADEMARKS OR SERVICE MARKS

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

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

16.    SEVERABILITY

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

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17.    EXECUTED IN COUNTERPARTS

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

18.    HEADINGS

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

19.    DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

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

20.    JOINT WORK PRODUCT

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

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                                                                    Attachment A

6.1 RESALE
 6.1.1 GENERAL
   6.1.1.1 TERMS AND CONDITIONS STRUCTURE
    (A) The terms and conditions are divided into sections which are structured
        numerically, (e.g., Section 6.1, 6.2, 6.3 etc.).
  6.1.2 REFERENCING
    6.1.2.1 REFERENCE TO TARIFFS
    (A)  Whenever reference is made in these terms and conditions to tariffs of
         the Telephone Company, the reference is to the tariffs in force as of
         the effective date of these terms and conditions, and to amendments
         thereto and successive issues thereof. The regulations, rates and
         charges contained herein are in addition to the applicable regulations,
         rates and charges specified in tariffs of the Telephone Company which
         may be referenced.
    6.1.2.2 TRADEMARKS AND SERVICE MARKS
    (A) Refer to NHPUC No. 77.
  6.1.3  TERMS AND CONDITIONS TERMINOLOGY
         Unless otherwise defined herein, terminology contained within these
         terms and conditions are as defined in NHPUC No. 77.
    6.1.3.1 DEFINITIONS

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

          PREMISES - This term as defined in NHPUC No. 77 is a reference to the
          premises at which the service is provided, and not a reference to the
          reseller's premises.

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

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

          TELEPHONE COMPANY - The New England Telephone and Telegraph Company.

6.2    GENERAL REGULATIONS

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       In addition to the general regulations contained herein, the general
regulations specified in NHPUC No. 77 also apply.

6.2.1 APPLICATION OF TERMS AND CONDITIONS

  6.2.1.1 SCOPE

    (A)  Regulations, rates and charges in these terms and conditions apply to
         the offering of Telephone Company telecommunications services for
         resale.

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

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

    (C)  In addition to the responsibilities and obligations specified in NHPUC
         No. 77, the reseller must conform to any applicable rules and
         regulations set forth by the Public Utilities Commission.

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

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

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6.2    GENERAL REGULATIONS (CONT'D)
6.2.2  RESPONSIBILITY OF THE TELEPHONE COMPANY
  6.2.2.1 PROVISION OF SERVICE
    (A)  The Telephone Company's obligation to furnish service, or to continue
         to furnish service, is dependent on its ability to obtain without
         charge, danger or undue difficulty access to the premises where the
         service is to be provided (where such access is necessary for the
         provision of service).

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

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

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

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

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

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


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

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

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

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

   6.2.2.2 INTERRUPTION OF SERVICE

    (A)   Allowances for interruption of service are available to resellers to
          the extent and under the same circumstances as they would be available
          to Telephone Company end users under NHPUC No. 77.

 6.2.3    RESPONSIBILITY OF THE RESELLER
   6.2.3.1 RESELLER NOTIFICATION AND COORDINATION

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

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

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


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

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

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

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

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


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

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

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

  6.2.3.3 CERTIFICATIONS AND PROOF OF EXEMPTIONS

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

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

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

  6.2.3.4 REFERENCES TO THE TELEPHONE COMPANY

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

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

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

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


                                       13
<PAGE>

6.2       GENERAL REGULATIONS (CONT'D)
6.2.4     CUSTOMER NOTIFICATION AND COORDINATION (CONT'D)
  6.2.4.1 PROVISION AND OWNERSHIP OF TELEPHONE NUMBERS (CONT'D)
         (1) In the case of emergency conditions, (e.g. a fire in a wire
         center), it may be necessary to change a telephone number without six
         months notice in order to provide service to the reseller.

6.3               ORDERING OF SERVICE

6.3.1              ORDERS FOR RESOLD SERVICES
  6.3.1.1 GENERAL

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

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

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

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

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

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

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


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<PAGE>

6.3      ORDERING OF SERVICE (CONT'D)
6.3.1    ORDERS FOR RESOLD SERVICES(CONT'D)
  6.3.1.1 GENERAL (CONT'D)
    (F)  The Telephone Company will not process any orders, complaints or other
         requests received from the reseller's end user.

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

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

  6.3.1.2 AUTOMATED ORDER INTERFACE
    (A)  Orders for resold services and modifications to or cancellation of an
         existing order must be placed by the reseller with the Telephone
         Company through the appropriate automated interface established by the
         Telephone Company. Such interface will facilitate the following order
         processes:
                   1. Establishment of end user accounts
                   2. Assignment of telephone numbers
                   3. Entry of service orders into Telephone Company systems
                   4. Installation scheduling and negotiation with end users
                   5. Reservation of installation appointments
                   6. Entry of end user service and repair inquiries
                   7. Verification of the network status of an associated
                      telephone line in conjunction with Telephone Company
                      systems
                   8. Other processes that would facilitate the processing of
                      the reseller's order

    (B)  The Telephone Company will establish automated interface specifications
         (e.g. formats) for data, delivery (transport) and network descriptions,
         etc.
         (1) Resellers must comply with methods, procedures and operational
         guidelines in utilizing the interface specifications established by
         the Telephone Company.

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

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<PAGE>

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

  6.3.1.2 AUTOMATED ORDER INTERFACE (CONT'D)

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

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

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

    (B)  Exceptions:

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

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

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

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

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

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

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<PAGE>

6.3 ORDERING OF SERVICE (Cont'd)
 6.3.1 ORDERS FOR RESOLD SERVICES (Cont'd)

    6.3.1.3   DISCLOSURE OF RESELLER INFORMATION TO OTHER RESELLERS OR TO
              TELEPHONE COMPANY RETAIL MARKETING PERSONNEL (Cont'd)
        (B)   EXCEPTIONS: (Cont'd)
        (5)   In the case of a customer who chooses to switch his/her/its
              service from a reseller to the Telephone Company, or to another
              reseller, Paragraph (A) above shall not prohibit the disclosure to
              Telephone Company marketing personnel, or to such other reseller,
              of information necessary to enable the Telephone Company or such
              other reseller to assume the account, including the customer's
              service configuration and billed name and address.

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

     6.3.1.4 DISCLOSURE OF CUSTOMER INFORMATION

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

        (B)   Exceptions:

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

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

 6.3.1.5 EVIDENCE OF END USER CONSENT AND AUTHORIZATION

     (A)  Where the Telephone Company identifies that end user consent is
          required for the disclosure of information, the Telephone Company will
          obtain consent and appropriate authorization from the end user.

   6.3.1.6 ADDITIONAL ENGINEERING AND SPECIAL CONSTRUCTION

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

           (1) When it is required, the reseller will be so notified and will be
           furnished with a written statement setting forth the justification
           for the additional engineering and/or special construction as well as
           an estimate of the charges in conjunction with the terms and
           conditions specified in NHPUC. No. 77.

  6.3.2 RESPONSIBILITY OF THE TELEPHONE COMPANY

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<PAGE>

 6.3.2.1 REFUSAL AND DISCONTINUANCE OF SERVICE

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

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

         (1) The Telephone Company shall notify the reseller and the Commission
         in writing of the reseller's failure to pay amount(s) when due under
         these terms and conditions and the reseller shall have failed to make
         such payment within thirty (30) days of the giving by the Telephone
         Company of such notice.

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

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

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

  6.3.2.2 DISCONTINUANCE OF SERVICE FOR CAUSE WITHOUT NOTICE

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

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

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

6.3.3 RESPONSIBILITY OF THE RESELLER
 6.3.3.1 POINT OF CONTACT FOR END USERS

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<PAGE>

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

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

6.3.3.3 REFUSAL, DISCONTINUANCE OR TRANSFER OF SERVICE

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

               1. Such notice must advise the end users that unless they take
                  action to switch to a different carrier with 60 days,
                  provision of their service will be discontinued. Where the end
                  user elects a specific carrier within the 60 day period, the
                  relevant charges associated with the change shall be paid by
                  that carrier.

               2. Should the end user elect to transfer service to the Telephone
                  Company, the Telephone Company will provide service to the end
                  user in accordance with the terms, conditions, rates and
                  charges set forth in NHPUC No. 77 and not the rates specified
                  herein.

     (B) If a reseller end user subsequently becomes an end user of the
         Telephone Company, the reseller must provide the Telephone Company with
         all information necessary to enable the Telephone Company to assume the
         end user's account, including the end user's service configuration and
         billing name and address.

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

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

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<PAGE>

         obligor of the telephone company, and not the guarantor or surety for
         any of the obligations of the reseller's end user.
         (1) The reseller as customer of record is responsible for any
         allocation of end user charges for resold service.
         (2) Regardless of whether the reseller's end user is still using
         service, the reseller is responsible for charges incurred by the end
         user or reseller for all services on a line until the reseller submits
         an order to discontinue such service.

  6.4.1.2 BILLING CONVENTION METHODS

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

  6.4.1.3 BILLING PERIODS

    (A)  The billing date of a bill for a reseller for service provided under
         these terms and conditions is referred to as the bill day. The period
         of service each bill covers is as follows.
         (1) The Telephone Company will establish a bill day each month for each
         reseller account.
         (2) The bill will cover all non-usage sensitive service charges and
         usage charges for the period beginning with the day following the last
         bill day and extends up to and includes the current bill day. Any known
         unbilled charges for prior periods and any known unbilled adjustments
         will be applied to this bill.

  6.4.1.4 LATE PAYMENT PENALTY

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

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

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

6.4.1.4 LATE PAYMENT PENALTY (CONT'D)

         (1) The highest interest rate (in decimal value) which may be levied by
         law for commercial transactions for the number of days from the payment
         date to and including the date that the reseller actually makes the
         payment to the Telephone Company, or
         (2) The rate of 0.0005 per day for the number of days from the payment
         date to and including the date that the reseller actually makes the
         payment to the Telephone Company.

6.4.1.5 PAYMENT DATE

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<PAGE>

   (A)  The payment date of bills rendered to resellers for service provided
        under these terms and conditions is as follows:
        (1) All bills rendered as set forth in this section are due 25 days
        from the date the bill is mailed.

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

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

 6.4.1.6 MEDIUM OF PAYMENT

   (A) Bills are payable in immediately available funds.

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

 6.4.1.7 CUSTOMER DEPOSITS

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

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

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

  6.4.1.7 CUSTOMER DEPOSITS (CONT'D)

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

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

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

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<PAGE>

  (F)   In the case of a cash deposit, for the period the deposit is held by the
        Telephone Company, the reseller will receive interest at a rate equal to
        the Prime Rate. Interest will accrue for the number of days from the
        date the reseller deposit is received by the Telephone Company to and
        including the date such deposit is credited to the reseller's account or
        the date the deposit is refunded by the Telephone Company.

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

6.4.1.8 BILLING DISPUTE

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

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

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

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

                                       22
<PAGE>

6.4   ISSUANCE, PAYMENT AND CREDITING OF RESELLER BILLS (CONT'D)
6.4.1 RESPONSIBILITY OF THE TELEPHONE COMPANY (CONT'D)
  6.4.1.8 BILLING DISPUTE (CONT'D)
    (D)  If a reseller disputes a bill within three months of the payment date
         and pays the total billed amount on or before the payment date and the
         billing dispute is resolved in favor of the reseller, the reseller will
         receive a credit for a disputed amount penalty from the Telephone
         Company for the period starting with the date of payment and ending on
         the date of resolution. The credit for a disputed amount penalty shall
         be as set forth following.

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

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

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

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


                                       23
<PAGE>

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

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

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

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

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

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

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

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

  6.4.1.10 COMPUTATION OF BILLED CHARGES

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

  6.4.1.11 COMPUTATION OF CREDIT ALLOWANCES

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


                                       24
<PAGE>

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

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

  6.4.2.2 END USER INFORMATION

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

6.5       RESALE PROVISIONS
6.5.1     DESCRIPTION

  6.5.1.1 General

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

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

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

         (3) A person purchasing a service for shared use by that person and
         others is purchasing for resale within the meaning of these terms and
         conditions if such person agrees to assume all the obligations of a
         reseller under these terms and conditions.

  (B) Where a reseller purchases Telephone Company exchange service from the
  Telephone Company and resells it to an end user, such reseller's end user will
  be able to access any and all services that a Telephone Company end user
  would be able to access on a Telephone Company exchange service line. Such
  services to the extent provided by the Telephone Company will be deemed to
  have been sold to the reseller by the Telephone Company as they are utilized
  by the reseller's end user, and the reseller will be responsible to the
  Telephone Company for payment of such services.


                                       25
<PAGE>

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

    (A)  The services offered under these terms and conditions are those that
         are offered by the Telephone Company to end users under the
         regulations, terms and conditions of NHPUC No. 77, except for public
         telephone service, and in accordance with the following limitations:

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

         (2) Services in NHPUC No. 77 that have been designated as no longer
         available for new installations or no longer offered are not offered
         for resale except that such services are only available for resale to
         the embedded base of end users who were permitted to retain such
         service(s) in accordance with the regulations contained in NHPUC No.
         77.

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

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

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

    (C)  Blocking - Resellers are allowed to purchase blocking services to
         restrict end user access to particular capabilities to the extent such
         services are available under and on the same terms and conditions as
         set forth in NHPUC No. 77.

6.5.2     REGULATIONS
  6.5.2.1 RESTRICTIONS

    (A)  CLASS OF CUSTOMER - This is a restriction contained in NHPUC No. 77
         that limits the availability of a service to a particular type of
         customer, such as a business customer, a residence customer, carrier,
         end user, etc.

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

         (a) Business services may be resold to residence end users as long as
         the end user is served by a business exchange line and as long as all
         other services provided on


                                       26
<PAGE>

         that line are also under the business class and charged for at the
         appropriate business service rates and charges.

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

  6.5.2.1 RESTRICTIONS (CONT'D)

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

         (3) This class of service restriction does not pertain to resale of a
         Centrex line where a residential end user is not restricted to business
         service for that Centrex line. This service is subject to additional
         Individual Case Basis (ICB) developmental costs and will be developed
         under a mutually agreed upon time schedule, not to exceed six months
         from the time the service is ordered.

     (B)  Aggregation of Usage - Regulations on limitations on aggregation of
          traffic contained in NHPUC No. 77 are applicable.

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

 6.5.3    APPLICATION OF RATES AND CHARGES
   6.5.3.1 UNDERLYING SERVICES

     (A)  Discount - The rates and charges that apply for the underlying
          services that are sold to a reseller in accordance with the terms and
          conditions described herein, are specified in NHPUC No. 77. The
          Telephone Company will discount the NHPUC No. 77 rates and charges by
          applying the resale discounts specified in Section 6.10.5.3.1 of these
          terms and conditions to the applicable NHPUC No. 77 rates and charges
          for resold services offered under these terms and conditions in
          accordance with Section 6.5.1.2.

          The discount applicable to residential and business services,
          contained in NHPUC No. 77, Part A, Sections 5.1 through 5.4, and the
          Exchange Line portion of Services in Part H varies depending upon
          whether or not the Telephone Company provides Operator Services and
          Directory Assistance (OSDA).

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


                                       27
<PAGE>

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

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

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

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

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

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

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

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

    6.5.3.4 SPECIAL CONTRACT PRICING

         Special Contract Arrangements will be offered to the reseller on the
         condition that the reseller's end-user is similarly situated, i.e. has
         the same cost and market characteristics used to develop the Telephone
         Company's Special Contract Arrangement.

         The discounts for Special Contract Arrangements shall not be the
         discounts specified in 6.10.5.3.1 but shall be an
         individually-determined discount based upon the Telephone Company's
         avoided cost in respect of the nature and configuration of the services
         to be provided under special contract. At the request of the reseller,
         the Telephone Company shall explain in a reasonably timely manner the
         avoided cost calculation for special contracts.


                                       28
<PAGE>

6.6      ALTERNATELY BILLED CALLS

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

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

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

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

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

         (4) In the case of an out-of-region local call or an intraLATA toll
         call originating and terminating outside of the state of New Hampshire
         and charged to a reseller's end user customer line that is served in a
         Telephone Company exchange within the Telephone Company's serving area
         in the state of New Hampshire, for so long as the reseller cannot
         receive information and charges regarding such calls directly from the
         out-of-region TC through CMDS, the Telephone Company shall, upon
         receipt of such information and charges from such out-of-region TC,
         retransmit such information and charges to the reseller via the daily
         usage feed charging a record transmission fee. The Telephone Company
         shall bill the reseller for such calls on a monthly basis at the rates
         transmitted to the Telephone Company from such out-of-region TC. The
         reseller shall bill and collect payment


                                       29
<PAGE>

         from its customers. The reseller shall remit to the Telephone Company
         the amount billed by the Telephone Company.

6.7      RESERVED FOR FUTURE USE

6.8      OTHER SERVICES
6.8.1    CALL USAGE DETAIL
  6.8.1.1 DESCRIPTION

    (A)  Call usage detail is available to resellers for local calls associated
         with the Telephone Company's resold message rate service, and for
         intraLATA toll service. Call usage data is offered as local call usage
         detail or local call usage detail and intraLATA call usage detail and
         is provided via transmission or tape/cartridge.

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

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

  6.8.1.2 REGULATIONS
    (A)  Responsibility of the Telephone Company

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

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

  6.8.1.3 APPLICATION OF RATES AND CHARGES
    (A)  Record Processing - A per record processed charge applies.

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

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

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

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

 6.8.2   ELECTRONIC CUSTOMER SERVICE RECORD RETRIEVAL

  6.8.2.1 DESCRIPTION


                                       30
<PAGE>

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

6.8.2    ELECTRONIC CUSTOMER SERVICE RECORD RETRIEVAL (CONT'D)
  6.8.2.2 APPLICATION OF RATES AND CHARGES

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

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

6.8.3    DIRECTORY SERVICES
  6.8.3.1 DIRECTORY ASSISTANCE (DA) AND DIRECTORY LISTING SERVICES

    (A)  The Telephone Company will include in its published white pages
         directories and in its directory assistance records, the name, address
         and telephone number of the reseller's telephone exchange service
         customers (one listing per end user line), in accordance with the
         Telephone Company provisions relating to alphabetical listings and to
         directory assistance as specified in NHPUC No. 77. Such listings will
         not be provided for any lines for which the reseller purchases
         nonpublished and nonlisted number service. Additional listings will be
         provided under the terms and conditions set forth in NHPUC No. 77.

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

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

 6.8     OTHER SERVICES (CONT'D)
 6.8.4   ENHANCED UNIVERSAL EMERGENCY NUMBER SERVICE E-9-1-1

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

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

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

6.8.6    OPERATOR SERVICES/DIRECTORY ASSISTANCE SERVICES


                                       31
<PAGE>

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

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

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

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

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

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

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

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

6.9 RESERVED FOR FUTURE USE


                                       32
<PAGE>

                         NEW HAMPSHIRE RESALE AGREEMENT

                                    SECTION 6

6.10     RATES AND CHARGES
6.10.5   RESALE

<TABLE>
<CAPTION>
6.10.5.3.1        Discounts to Underlying Services
------------------------------------------------------------------------------------------------------
<S>           <C>                       <C>                                              <C>
ID            Service Category          Rate Element                                      Rate
------------------------------------------------------------------------------------------------------
A.            Discounts for all         Business Services                                18.78%
              services except those in
              6.10.5.3.1(B)
                                        --------------------------------------------------------------
                                        Residence Services                               17.30%
------------------------------------------------------------------------------------------------------
B.            Discounts only for        Business Services                                20.25%
              services specified in
              NHPUC No. 77, Part A,
              Sections 5.1
                                        --------------------------------------------------------------
              through 5.4 and the       Residence Services                               19.04%
              exchange line portion
              of services in Part H
              where the reseller
              provides OSDA

<CAPTION>

------------------------------------------------------------------------------------------------------
6.10.5.3.2        Service Establishment Charges
------------------------------------------------------------------------------------------------------
         <C>                                <C>
 ID      Service Category                   Rate Element                                 Rate
------------------------------------------------------------------------------------------------------
              Recurring                 Monthly charge per reseller during the 5       $2,483.00
              Establishment Charge *    year recovery period
------------------------------------------------------------------------------------------------------
              Non-Recurring             Per OSS transaction during 7 yr. period           $1.15
                                        for recovery of development costs
              Establishment             (included development and ongoing costs)
              Charges
------------------------------------------------------------------------------------------------------
* This charge provides for NYNEX region-wide access to the OSS platform.
------------------------------------------------------------------------------------------------------
 ID           Service Category                   Rate Element                        Rate
------------------------------------------------------------------------------------------------------

<PAGE>

------------------------------------------------------------------------------------------------------
6.10.5.3.3        Other Charges

------------------------------------------------------------------------------------------------------
            Service Center               Monthly charge per resold line         $0.21
            Maintenance Charge
------------------------------------------------------------------------------------------------------
            Electronic Interface         Per OSS Transaction after the          $0.39
            Maintenance Charge           development costs are fully recovered
                                         (includes only ongoing costs)
------------------------------------------------------------------------------------------------------
            Complex Order Charge          Per Centrex line ordered              $16.27
------------------------------------------------------------------------------------------------------

6.10.8 Optional Services

6.10.8.1      Call Usage Detail
ID            Service Category          Rate Element                            Rate
------------------------------------------------------------------------------------------------------
              Record Processing         Per Record Processed                    $0.004144
------------------------------------------------------------------------------------------------------
              Data Transmission         Per Record Transmitted                  $0.000118
------------------------------------------------------------------------------------------------------
              Tape or Cartridge         Per Tape or Cartridge                   $20.12
------------------------------------------------------------------------------------------------------

<CAPTION>

6.10.8.2     Electronic Customer Service Record Retrieval
------------------------------------------------------------------------------------------------------
             <C>                        <C>
ID           Service Category           Rate Element                            Rate
------------------------------------------------------------------------------------------------------
             Electronic Customer                                                $0.12
             Service Record             Per Customer Record
             Retrieval

<CAPTION>

6.10.8.6     Operator Services/Directory Assistance
------------------------------------------------------------------------------------------------------
             <C>                        <C>
ID           Service Category           Rate Element                            Rate
------------------------------------------------------------------------------------------------------
             Announcement
             Services
------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

6.10.8.6 Operator Services/Directory Assistance
<S>                                     <C>                                             <C>
------------------------------------------------------------------------------------------------------
                                        Service Establishment per Reseller              $36.52
                                        Request for Unbranded Service
                                        (Nonrecurring Charge)
------------------------------------------------------------------------------------------------------
                                        Branding Surcharge per Call                     $0.05796
------------------------------------------------------------------------------------------------------
                                        Service Establishment per Reseller               $175.28
                                        Request for Branded Service
                                        (Nonrecurring Charge)
------------------------------------------------------------------------------------------------------
Customized Routing                      Service Establishment - Per rerouting              ICB
                                        request
------------------------------------------------------------------------------------------------------
                                        Service Establishment - Per central office         ICB
                                        switch equipped
------------------------------------------------------------------------------------------------------
                                        Per Rerouted Subscriber Line - Per month        $0.045455
------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement.

ESSENTIAL.COM, INC.

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

DATE:  4 Aug 99
       ------------------------------------


BY:    /s/ Patrick Moran
       ------------------------------------
       Signature
       Patrick Moran
       ------------------------------------
       Name (Printed)
ITS:   Vice President-Operations
       ------------------------------------
       Title
DATE:  4 Aug 99
       ------------------------------------


BY:    /s/ John A. Duffy
       ------------------------------------
       Signature
       John Duffy
       ------------------------------------
       Name (Printed)
ITS:   Vice President-Business Development
       ------------------------------------
       Title
DATE:  4 Aug 99
       ------------------------------------


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

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

       Jeffrey A. Masoner
       ------------------------------------
       Name (Printed)
TITLE: Vice President-Telecom Industry Services
       ------------------------------------
DATE:  8/17/99
       ------------------------------------


                                       7
<PAGE>

                             APPENDIX 1, ATTACHMENT 7

                 QUALIFIED BUSINESS LINES FOR VOLUME COMMITMENT

                                  NEW HAMPSHIRE
<TABLE>
<CAPTION>
<S>                                                                <C>             <C>            <C>              <C>
------------------------------------------------------------------------------------------------------------------------------
ACCESS LINES
------------------------------------------------------------------------------------------------------------------------------
Measured Business Service 4 Element                                 B1M             ALX
------------------------------------------------------------------------------------------------------------------------------
Flat Business Service                                               1FB             1LB
------------------------------------------------------------------------------------------------------------------------------
Direct Inward Dial Trunks                                           NDT             ND8
------------------------------------------------------------------------------------------------------------------------------
PBX Trunks                                                          XMB             XFB
------------------------------------------------------------------------------------------------------------------------------
PBX Digital trunks                                                 T2DMX           T4DOX
                                                               ---------------------------------------------------------------
                                                                   T2DOX           TDYMX
                                                               ---------------------------------------------------------------
                                                                   T4DMX           TDYOX
------------------------------------------------------------------------------------------------------------------------------
PBX Analog trunks                                                   RM7             TG8           TBPCX            TM7
                                                               ---------------------------------------------------------------
                                                                    T1V            TGJTM           TCX             TM9
                                                               ---------------------------------------------------------------
                                                                   T2D1X            TGQ            TDD             TMB
                                                               ---------------------------------------------------------------
                                                                   T2DCX            TGZ           TDY1X            TMC
                                                               ---------------------------------------------------------------
                                                                    T3E             THN           TDYCX            TMK
                                                               ---------------------------------------------------------------
                                                                    T3U             THO           TEPCX            TMR
                                                               ---------------------------------------------------------------
                                                                    T3V             THQ            TF6             TMT
                                                               ---------------------------------------------------------------
                                                                    T4U             THU            TFB             TMU
                                                               ---------------------------------------------------------------
                                                                    T4V             THW            TFC            TP5CX
                                                               ---------------------------------------------------------------
                                                                    T4X             THZ            TFK             TS9
                                                               ---------------------------------------------------------------
                                                                    T5E             TJT            TFQ            TS90X
                                                               ---------------------------------------------------------------
                                                                    T5K             TKG            TFR             TW6
                                                               ---------------------------------------------------------------
                                                                    T5N             TKO            TFT             TYD
                                                               ---------------------------------------------------------------
                                                                    T50             TKV            TFU             TZQ
                                                               ---------------------------------------------------------------
                                                                    T86             TM2            TG2             TZZ
                                                               ---------------------------------------------------------------
                                                                    T87             TM3            TG7             TJB
                                                               ---------------------------------------------------------------
                                                                    TB2             TM5            TBB             TM6
------------------------------------------------------------------------------------------------------------------------------
CENTREX: **
------------------------------------------------------------------------------------------------------------------------------
**Excludes:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom Pricing)
2. Centrex systems which serve multiple end user customers
------------------------------------------------------------------------------------------------------------------------------
                         Intellipath
------------------------------------------------------------------------------------------------------------------------------
Unlimited - DMS100                                                 E6EJX           H3KJX
------------------------------------------------------------------------------------------------------------------------------
Unlimited - 5ESS                                                   E6EUX           H3KUX
------------------------------------------------------------------------------------------------------------------------------
Measured 4E - DMS100                                               E7QJX           H7KJX
------------------------------------------------------------------------------------------------------------------------------
Measured 4E - 5ESS                                                 E7QUX           H7JUX
------------------------------------------------------------------------------------------------------------------------------
                 Intellipath Stations/Lines
------------------------------------------------------------------------------------------------------------------------------
Primary Station - Principle premise                                 R42             R3G
------------------------------------------------------------------------------------------------------------------------------
Primary Station - Principle premise - Fully Restricted              R45             R3Q
------------------------------------------------------------------------------------------------------------------------------
Primary Station - other than Principle premise                      R43             R3P
------------------------------------------------------------------------------------------------------------------------------
Primary Station - other than Principle premise - Fully
Restricted                                                          R46             R3H
------------------------------------------------------------------------------------------------------------------------------
                        Intellipath II
------------------------------------------------------------------------------------------------------------------------------
Unlimited - DMS100                                                 EGDJX           FV7JX
------------------------------------------------------------------------------------------------------------------------------
Unlimited - 5ESS                                                   EGDUX           FV7UX
------------------------------------------------------------------------------------------------------------------------------
Measured 4E- DMS100                                                EGQJX           FVNJX
------------------------------------------------------------------------------------------------------------------------------
Measured 4E - 5ESS                                                 EGQUX           FVNUX
------------------------------------------------------------------------------------------------------------------------------
               Intellipath II Stations 1 lines
------------------------------------------------------------------------------------------------------------------------------
Primary Station - Principle premise                                 RXR             R3G
------------------------------------------------------------------------------------------------------------------------------
Primary Station - Principle premise - Fully Restricted              RX5             R3Q
------------------------------------------------------------------------------------------------------------------------------
Primary Station - other than Principle premise                      RX3             R3P
------------------------------------------------------------------------------------------------------------------------------
Primary Station - other than Principle premise - Fully Restricted    RX6             R3H
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                  PAGE 1 OF 1
<PAGE>

                            APPENDIX 1, ATTACHMENT 8

                 PRODUCTS AND SERVICES ELIGIBLE FOR VTD Discount

                                  NEW HAMPSHIRE
<TABLE>
<CAPTION>
<S>                                                                     <C>               <C>            <C>             <C>
------------------------------------------------------------------------------------------------------------------------------------
ACCESS LINES
------------------------------------------------------------------------------------------------------------------------------------
Measured Business Service 4-Element                                      B1M              ALX
------------------------------------------------------------------------------------------------------------------------------------
Flat Business Service                                                    1FB              1LB
------------------------------------------------------------------------------------------------------------------------------------
Direct Inward Dial Trunks                                                NDT              ND8
------------------------------------------------------------------------------------------------------------------------------------
PBX Trunks                                                               XMB              XFB
------------------------------------------------------------------------------------------------------------------------------------
PBX Digital trunks                                                      T2DMX            T4DOX
                                                                   -----------------------------------------------------------------
                                                                        T2DOX            TDYMX
                                                                   -----------------------------------------------------------------
                                                                        T4DMX            TDYOX
------------------------------------------------------------------------------------------------------------------------------------
PBX-Analog trunks                                                        RM7              TG8            TBPCX            TM7
                                                                   -----------------------------------------------------------------
                                                                         T1V             TGJTM            TCX             TM9
                                                                   -----------------------------------------------------------------
                                                                        T2D1X             TGQ             TDD             TMB
                                                                   -----------------------------------------------------------------
                                                                        T2DCX             TGZ            TDY1X            TMC
                                                                   -----------------------------------------------------------------
                                                                         T3E              THN            TDYCX            TMK
                                                                   -----------------------------------------------------------------
                                                                         T3U              THO            TEPCX            TMR
                                                                   -----------------------------------------------------------------
                                                                         T3V              THQ             TF6             TMT
                                                                   -----------------------------------------------------------------
                                                                         T4U              THU             TFB             TMU
                                                                   -----------------------------------------------------------------
                                                                         T4V              THW             TFC            TP5CX
                                                                   -----------------------------------------------------------------
                                                                         T4X              THZ             TFK             TS9
                                                                   -----------------------------------------------------------------
                                                                         T5E              TJT             TFQ            TS90X
                                                                   -----------------------------------------------------------------
                                                                         T5K              TKG             TFR             TW6
                                                                   -----------------------------------------------------------------
                                                                         T5N              TKO             TFT             TYD
                                                                   -----------------------------------------------------------------
                                                                         T50              TKV             TFU             TZQ
                                                                   -----------------------------------------------------------------
                                                                         T86              TM2             TG2             TZZ
                                                                   -----------------------------------------------------------------
                                                                         T87              TM3             TG7             TJB
                                                                   -----------------------------------------------------------------
                                                                         TB2              TM5             TBB             TM6
------------------------------------------------------------------------------------------------------------------------------------
INTRA-LATA TOLL
#Must be associated with a resold VTD Qualified Business Line
------------------------------------------------------------------------------------------------------------------------------------
Message Rate Service                                                     N/A
------------------------------------------------------------------------------------------------------------------------------------
MTS, including Business Link Optional Calling Plan but                   OVP              OV2
                                                                   -----------------------------------------------------------------
excluding all other Optional Calling Plans
------------------------------------------------------------------------------------------------------------------------------------
FEATURES
#Must be associated with a resold VTD Qualified Business Line
------------------------------------------------------------------------------------------------------------------------------------
Touch Tone                                                               TTB
------------------------------------------------------------------------------------------------------------------------------------
Call Forwarding                                                          ESM
------------------------------------------------------------------------------------------------------------------------------------
Call Forwarding, Speed Calling 8 & Speed Calling 30                      EZO
------------------------------------------------------------------------------------------------------------------------------------
Call Forwarding, Three Way Calling & Speed Calling 30                    ESB
------------------------------------------------------------------------------------------------------------------------------------
Call Forwarding, Three Way Calling & Speed Calling 8                     ESR
------------------------------------------------------------------------------------------------------------------------------------
Call Forwarding, Three Way Calling, Speed Calling 8 &
Speed Calling 30                                                         EZS
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting                                                             ESX
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding & Speed Calling 30                         ESG
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding & Speed Calling 8                          ESA
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding & Three Way Calling                        ETC
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding, Speed Calling 8 & Speed
Calling 30                                                               EZQ
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding, Three Way Calling & Speed
Calling 30                                                               ES5
------------------------------------------------------------------------------------------------------------------------------------


                                 Page 1 of 2
<PAGE>

------------------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding, Three Way Calling & Speed
Calling 8                                                                ES3
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding, Three Way Calling, Speed
Calling 8 & Speed Calling 30                                             EZT
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting, Speed Calling 8 & Speed Calling 30                         EZN
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting, Three Way Calling & Speed Calling 30                       ET3
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting, Three Way Calling & Speed Calling 8                        ET8
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting, Three Way Calling, Speed Calling 8 &
Speed Calling 30                                                         EZR
------------------------------------------------------------------------------------------------------------------------------------
Speed Calling 30                                                         E3D
------------------------------------------------------------------------------------------------------------------------------------
Speed Calling 8                                                          E8C
------------------------------------------------------------------------------------------------------------------------------------
Three Way Calling                                                        ESC
------------------------------------------------------------------------------------------------------------------------------------
Three Way Calling, Speed Calling 8 & Speed Calling 30                    EZP
------------------------------------------------------------------------------------------------------------------------------------
Call Forwarding II                                                       CFZ       GCZ             E5E
------------------------------------------------------------------------------------------------------------------------------------
Phone Smart Services
#Must be associated with a resold VTD Qualified Business Line
------------------------------------------------------------------------------------------------------------------------------------
*69                                                                      NSS
------------------------------------------------------------------------------------------------------------------------------------
*69 (Per Activation Charge)
------------------------------------------------------------------------------------------------------------------------------------
*69 Denial                                                               HBS
------------------------------------------------------------------------------------------------------------------------------------
Call Trace Denial                                                        HBG
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting ID                                                          NWT
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting ID with Name                                               N7PXA
------------------------------------------------------------------------------------------------------------------------------------
Call Trace (Per Activation Charge)
------------------------------------------------------------------------------------------------------------------------------------
Caller ID                                                                NSD
------------------------------------------------------------------------------------------------------------------------------------
Caller ID with Name                                                      NNK
------------------------------------------------------------------------------------------------------------------------------------
Caller ID Manager                                                        NWL
------------------------------------------------------------------------------------------------------------------------------------
Caller ID Manager with Name                                              NNW
------------------------------------------------------------------------------------------------------------------------------------
Per Call Blocking
------------------------------------------------------------------------------------------------------------------------------------
Per Line Blocking                                                        NBJ
------------------------------------------------------------------------------------------------------------------------------------
Repeat Dialing                                                           NSQ
------------------------------------------------------------------------------------------------------------------------------------
Repeat Dialing (Per Activation Charge)
------------------------------------------------------------------------------------------------------------------------------------
Repeat Dialing & *69                                                     NSP
------------------------------------------------------------------------------------------------------------------------------------
Repeat Dialing Denial                                                    HBQ
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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