<PAGE>

                                RESALE AGREEMENT
                                   (Virginia)

                                     PREFACE

        THIS RESALE AGREEMENT (this "Agreement") is made effective as of August
6, 1999 (the "Effective Date") by and between Essential.Com, Inc. "Reseller"), a
Delaware corporation, with offices at Three Burlington Woods Drive, Burlington,
MA 01803, and Bell Atlantic - Virginia, Inc. ("Bell Atlantic"), a Virginia
corporation, with offices at 600 East Main Street, 24th Floor, Richmond,
Virginia 23261.

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

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

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

1.      DEFINITIONS

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

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

        1.1.2   "Agent" means agent or servant.

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

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

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

                                        1
<PAGE>
       Service does not include any exchange access service (as defined in
       Section 3(16) of the Act, 47 U.S.C. Section 153(16)) provided by Bell
       Atlantic.

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

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

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

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

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

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

       1.1.9    "Commission" means the Virginia State Corporation Commission.

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

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

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

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


                                        2
<PAGE>

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

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

       1.1.16   "Jurisdiction" means the Commonwealth of Virginia.

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

       1.1.18   "Order" means an order or application.

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

       1.1.20   "Reseller Customer" means a Customer of Reseller.

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

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

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

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

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

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

                                        3
<PAGE>

2.     THE AGREEMENT

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

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

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

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

3.     BELL ATLANTIC SERVICES

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

                                        4
<PAGE>

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

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

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

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

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

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

4.     PRICES

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

                                        5
<PAGE>

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

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

5.     BILLING AND PAYMENT

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

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

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

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

       5.5      Reseller acknowledges and agrees that:

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


                                        6
<PAGE>

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

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

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

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

6.     TERM

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


                                        7
<PAGE>

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

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

7.     SERVICE INSTALLATION AND MAINTENANCE

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

8.     ASSIGNMENT

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

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

9.     AVAILABILITY OF SERVICE

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


                                        8
<PAGE>

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

10.    BRANDING

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

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

11.    CHOICE OF LAW

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

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

12.    COMPLIANCE WITH APPLICABLE LAW

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

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

13.    CONFIDENTIAL INFORMATION

                                        9
<PAGE>

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

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

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

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

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

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

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

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

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


                                       10
<PAGE>

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

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

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

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

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

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

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

                                       11
<PAGE>

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

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

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

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

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

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

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

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

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

                                       12
<PAGE>

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

14.    CONTINGENCIES

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

15.    COUNTERPARTS

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

16.    CUSTOMER INFORMATION

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

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

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

                                       13
<PAGE>

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

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

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

17.    DEFAULT

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

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

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

                                       14
<PAGE>

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

18.    FACILITIES

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

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

19.    INTELLECTUAL PROPERTY

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

20.    JOINT WORK PRODUCT

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

21.    LIABILITY

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

                                       15
<PAGE>

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

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

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

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

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

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

                                       16
<PAGE>

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

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

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

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

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

                                       17
<PAGE>

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

22.    NON-EXCLUSIVE REMEDIES

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

23.    NOTICES

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

                            To Bell Atlantic:

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

                            To Reseller President

                                       18
<PAGE>

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

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

24.    OPTION TO OBTAIN BELL ATLANTIC SERVICE UNDER OTHER AGREEMENTS

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

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

25.    REGULATORY APPROVALS

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

                                       19
<PAGE>

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

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

26.    REGULATORY CONTINGENCIES

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

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

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

       26.4     In the event of a governmental action described in Section 26.3,
       above, to the extent permitted by Applicable Law, Bell Atlantic shall
       continue to provide and Reseller shall continue to subscribe to, use and
       pay for, any Bell Atlantic Services affected by the governmental action
       until the action to be taken by Bell Atlantic and Reseller under Section
       26.3, above, is taken and becomes effective in accordance with Applicable
       Law. Such continued provision of and subscription to, use of and payment

                                       20
<PAGE>

       for, the affected Bell Atlantic Services shall be in accordance with the
       terms (including prices) of this Agreement, unless other terms, including
       but not limited to the terms of a Bell Atlantic Tariff, are required by
       Applicable Law.

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

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

27.    RELATIONSHIP OF THE PARTIES

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

       27.2     Nothing contained in this Agreement shall:

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

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

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

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

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

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

                                       21
<PAGE>

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

28.    RESELLER'S PROVISION OF SERVICE

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

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

29.    RESELLER'S RESALE AND USE OF SERVICE

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

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

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

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

                                       22
<PAGE>

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

30.    RESPONSIBILITY FOR CHARGES

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

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

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

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

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

31.    SECTION HEADINGS

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

32.    SERVICES NOT COVERED BY THIS AGREEMENT

                                       23
<PAGE>

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

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

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

       32.4     Without in any way limiting Section 32.1, the Parties agree that
       this Agreement does not apply to the purchase by Reseller of Audiotex
       Services (including,

                                       24
<PAGE>

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

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

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

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

33.    SERVICE QUALITY

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

34.    SINGLE POINT OF CONTACT

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

                                       25

<PAGE>

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

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

35.    SURVIVAL

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

36.    TAXES

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

       36.2     With respect to any purchase of Bell Atlantic Services under
       this Agreement, if any Tax is imposed by Applicable Law on the receipts
       of Bell Atlantic, which Applicable Law permits Bell Atlantic to exclude
       certain receipts received from sales of Bell Atlantic Services for resale
       by Reseller, such exclusion being based on the

                                       26
<PAGE>

       fact that Reseller is also subject to a Tax based upon receipts
       ("Receipts Tax"), then Reseller (a) shall provide Bell Atlantic with
       notice in writing in accordance with Section 36.7 of its intent to pay
       the Receipts Tax, and (b) shall timely pay the Receipts Tax to the
       applicable taxing authority.

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

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

       36.4.2   If Reseller fails to remit any Tax to Bell Atlantic as required
       by Section 36. 1, then, as between Bell Atlantic and Reseller, Reseller
       shall be liable for such uncollected Tax and any interest and/or penalty
       assessed on the uncollected Tax by the applicable taxing authority.

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

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

       36.4.5   If any discount or portion of a discount in price provided to
       Reseller under this Agreement (including, but not limited to a discount
       provided for in Exhibit II, Section 1.1) represents Tax savings to Bell
       Atlantic which it was anticipated Bell Atlantic would receive, because it
       was anticipated that receipts from sales of Bell Atlantic Services, that
       would otherwise be subject to a Tax on such receipts, could be excluded
       from such Tax under Applicable Law because the Bell Atlantic Services
       would be sold to

                                      27
<PAGE>

       Reseller for resale, and Bell Atlantic is, in fact, required by
       Applicable Law to pay such Tax on receipts from sales of Bell Atlantic
       Services to Reseller, then, as between Bell Atlantic and Reseller, (a)
       Reseller shall be liable for, and shall indemnify and hold harmless Bell
       Atlantic against (on an after-tax basis), any such Tax, and (b) Reseller
       shall be liable for, and shall indemnify and hold harmless Bell Atlantic
       against (on an after-tax basis), any interest and/or penalty assessed by
       the applicable taxing authority on either Reseller or Bell Atlantic with
       respect to the Tax on Bell Atlantic's receipts.

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

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

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

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

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

                                       28
<PAGE>

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

                 To Bell Atlantic:

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

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

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

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

37.    TELEPHONE EXCHANGE SERVICE PROVIDER SELECTION

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

       37.2     By submitting to Bell Atlantic an Order to install, provide,
       change or terminate a Telecommunications Service, to select, change or
       reassign a telephone number, or to select, change or terminate an end
       user's Telephone Exchange Service provider, Reseller represents and
       warrants: (a) that Reseller has obtained authorization for

                                       29
<PAGE>

       such action from the applicable end user; and, (b) that if Applicable Law
       and/or this Agreement required such authorization to be obtained in a
       particular manner, Reseller obtained the authorization in the manner
       required by Applicable Law and this Agreement. Reseller shall upon
       request by Bell Atlantic provide proof of such authorization (including,
       a copy of any written authorization).

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

38.    TELEPHONE NUMBERS

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

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

       38.3     Bell Atlantic shall have the right to change the telephone
       numbers used by an end user if at any time: (a) the type or class of
       service subscribed to by the end user changes; (b) the end user requests
       service at a new location, that is not served by the Bell

                                       30
<PAGE>

       Atlantic switch and the Bell Atlantic rate center from which the end user
       previously had service; or, (c) continued use of the telephone numbers is
       not technically feasible.

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

39.    WARRANTIES

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

40.    PUBLICITY AND USE OF TRADEMARKS OR SERVICE MARKS

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

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

41.    AUTHORIZATION

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

                                       31
<PAGE>

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

                                       32
<PAGE>

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

ESSENTIAL.COM, INC.


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


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


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



BELL ATLANTIC - VIRGINIA, INC.

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

                                       33
<PAGE>

                                    EXHIBIT I

                        BELL ATLANTIC ANCILLARY SERVICES

1.      BELL ATLANTIC OSS SERVICES

1.1     DEFINITIONS

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

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

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

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

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

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

1.2     BELL ATLANTIC OSS SERVICES

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

                                       34
<PAGE>

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

1.3     RESELLER USAGE INFORMATION

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

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

        (a)    Daily Usage File on Data Tape.

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

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

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

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

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

1.4     PRICES

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

                                       35
<PAGE>

1.5      ACCESS TO AND USE OF BELL ATLANTIC OSS FACILITIES

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

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

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

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

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

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

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

                                       36
<PAGE>

1.6      BELL ATLANTIC OSS INFORMATION

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

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

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

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

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

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

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

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

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

                                       37
<PAGE>

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

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

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

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

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

1.7      LIABILITIES AND REMEDIES

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

                                       38
<PAGE>

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

1.8    RELATION TO APPLICABLE LAW

       The provisions of Exhibit 1, Sections 1.5, 1.6 and 1.7 shall be in
       addition to and not in derogation of any provisions of Applicable Law,
       including, but not limited to, 47 U.S.C. Section 222 and the FCC rules
       in 47 CFR Section 64.2001 - Section 64.2009, and are not intended to
       constitute a waiver by Bell Atlantic of any right with regard to
       protection of the confidentiality of the information of Bell Atlantic
       or Bell Atlantic Customers provided by Applicable Law.

1.9    COOPERATION

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

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

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

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

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

                                       39
<PAGE>

1.10     Bell Atlantic Access to Information Related to Reseller CUSTOMERS

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

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

2.       E911/911 SERVICES

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

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

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

                                       40
<PAGE>

3.       ROUTING TO DIRECTORY ASSISTANCE AND OPERATOR SERVICES

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

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

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

4.       LIDB/BVS

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

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

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

                                       41
<PAGE>

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

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

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

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

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

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

                                       42
<PAGE>

                                   EXHIBIT II

                        PRICES FOR BELL ATLANTIC SERVICES

1.       BELL ATLANTIC RETAIL TELECOMMUNICATIONS SERVICES

1.1      PRICES

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

1.2      INAPPLICABILITY OF DISCOUNTS

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

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

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

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

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

1.3    DISCOUNT CHANGES

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

                                       43
<PAGE>

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

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

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

2.       BELL ATLANTIC ANCILLARY SERVICES

2.1      PRICES

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

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

2.2      PRICE CHANGES

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

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

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

                                       44
<PAGE>

                                                                    ATTACHMENT 1
                                                                   TO EXHIBIT II

                         BELL ATLANTIC - VIRGINIA, INC.

                     DETAILED SCHEDULE OF ITEMIZED CHARGES(1)

I. WHOLESALE DISCOUNT FOR RESALE OF BELL ATLANTIC RETAIL TELECOMMUNICATIONS
SERVICES

<TABLE>

     <S>                                           <C>
     Resale of Bell Atlantic Retail                21.3% or discount rate as established by
     Telecommunications Services if RESELLER       Commission Order.
     provides its own Operator Services.

     Resale of Bell Atlantic Retail                18.5% or discount rate as established by
     Telecommunications Services if RESELLER       Commission Order.
     uses Bell Atlantic Operator Services.

</TABLE>

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

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

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

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

<PAGE>

<TABLE>
<CAPTION>

SERVICE OR ELEMENT DESCRIPTION:                        RECURRING CHARGES:           NON-RECURRING
-------------------------------                        ------------------           CHARGE:
                                                                                    ------------
<S>                                                    <C>                          <C>
II. ACCESS TO OPERATION SUPPORT SYSTEMS
    A. Pre-Ordering                                    $.24/Query                   Not Applicable
    B. Ordering                                        $3.83/Transaction            Not Applicable
    C. Provisioning                                    Included in Ordering         Not Applicable
    D. Maintenance & Repair                            $1.16/Trouble Ticket         Not Applicable
    E. Billing
       1. CD-ROM                                       $245.05/CD-ROM/              Not Applicable
                                                       Month

       2. Daily Usage File
          a) Existing Message Recording                $.000246/Message             Not Applicable
          b) Delivery of DUF
             Data Tape                                 $20.05/Tape                  Not Applicable
             Network Data Mover                        $.000093/Message             Not Applicable
             CMDS                                      $.000093/Message             Not Applicable
          c) DUF Transport
             Communication Ports
               9.6 kb Communications Port              $116.83/Month                Not Applicable
               56 kb Communications Port               $483.91/Month                Not Applicable
               256 kb Communications Port              $804.90/Month                Not Applicable
               TI Communications Port                  $2,872.12/Month              Not Applicable
             Port Maintenance
               9.6 kb Communications Port              $10.17/Month                 Not Applicable
               56 kb Communications Port               $28.08/Month                 Not Applicable
               256 kb Communications Port              $28.08/Month                 Not Applicable
               TI Communications Port                  $356.61/Month                Not Applicable
             Line Installation                         Not Applicable               $64.96/Programming
                                                                                    Hour/Port
             Port Set-up                               Not Applicable               $10.43/Port
             Network Control Programming               Not Applicable               $64.96/Programming
             Coding                                                                 Hour/Port
</TABLE>

                                       2
<PAGE>

<TABLE>
<CAPTION>

SERVICE OR ELEMENT DESCRIPTION:                        RECURRING CHARGES:           NON-RECURRING
-------------------------------                        ------------------           CHARGE:
                                                                                    -------------
<S>                                                    <C>                          <C>
III. DIRECTORY ASSISTANCE/OPERATOR SERVICES
ROUTING
   To RESELLER Platform                                $.12085/Line/Month           Not Applicable
   To BA Platform for Re-Branding                      $.06043/Call                 Not Applicable

IV. LIDB INTERCONNECTION/BILLING VALIDATION
SERVICE

    LIDB Point Codes                                   Not Applicable               $/80.93 Point Code
    Calling Card                                       $.0153/Query                 Not Applicable
    Billed Number Screening                            $.0153/Query                 Not Applicable
    Storage of RESELLER's Data in LIDB                 Not Applicable               $1,381.66/Service
                                                                                    Establishment/
                                                                                    Request
</TABLE>

                                       3
<PAGE>

                            APPENDIX 1, ATTACHMENT 21

                 QUALIFIED BUSINESS LINES FOR VOLUME COMMITMENT
                                    VIRGINIA

<TABLE>
<S>                                                                       <C>           <C>          <C>         <C>
----------------------------------------------------------------------------------------------------------------------------
ACCESS LINES
----------------------------------------------------------------------------------------------------------------------------
Message Business Service                                                   1MB          ALS          1BJ         ALJ
----------------------------------------------------------------------------------------------------------------------------
Measured Business Service                                                  LMB          ALM
----------------------------------------------------------------------------------------------------------------------------
Flat Rate                                                                  1FB          AFK          BUA         ALV
----------------------------------------------------------------------------------------------------------------------------
Direct Inward Dial Trunks                                                  NDT          NDZ          NDJ
----------------------------------------------------------------------------------------------------------------------------
PBX Trunks Message                                                         TMB          THM
----------------------------------------------------------------------------------------------------------------------------
PBX Trunks Measured                                                        TV1
----------------------------------------------------------------------------------------------------------------------------
PBX Flat                                                                   TFB          TZF
----------------------------------------------------------------------------------------------------------------------------
PBX Digital trunks                                                         D7Z          D7W
----------------------------------------------------------------------------------------------------------------------------
                    CENTREX:**
----------------------------------------------------------------------------------------------------------------------------
**EXCLUDES:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom Pricing)
2. Centrex systems which serve multiple end user customers
----------------------------------------------------------------------------------------------------------------------------
                CENTREX - CUSTOPAK / CLASS OF SERVICE
----------------------------------------------------------------------------------------------------------------------------
Message                                                                   CGC+X        CHC+X
----------------------------------------------------------------------------------------------------------------------------
Measured                                                                  CEC+X
----------------------------------------------------------------------------------------------------------------------------
Flat                                                                      CJE+X        CJC+X
----------------------------------------------------------------------------------------------------------------------------
                           CUSTOPAK LINES
----------------------------------------------------------------------------------------------------------------------------
Unrestricted                                                               R3G
----------------------------------------------------------------------------------------------------------------------------
Restricted                                                                 R3K
----------------------------------------------------------------------------------------------------------------------------
Primary Off Prem                                                           RX3
----------------------------------------------------------------------------------------------------------------------------
             CENTREX - CUSTOFLEX 2100 / CLASS OF SERVICE
----------------------------------------------------------------------------------------------------------------------------
Message                                                                   KGK+X        KHK+X
----------------------------------------------------------------------------------------------------------------------------
Measured                                                                  KEK+X        KHK+X
----------------------------------------------------------------------------------------------------------------------------
Flat                                                                      KJE+X
----------------------------------------------------------------------------------------------------------------------------
                        CUSTOFLEX 2100 LINES
----------------------------------------------------------------------------------------------------------------------------
Unrestricted                                                               R4N
----------------------------------------------------------------------------------------------------------------------------
Restricted                                                                 RHK
----------------------------------------------------------------------------------------------------------------------------
Primary Off Prem                                                           RX3
----------------------------------------------------------------------------------------------------------------------------
ISDN - Unrestricted                                                        XQA
----------------------------------------------------------------------------------------------------------------------------
ISDN - Restricted                                                          XQK
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                  PAGE 1 OF 1
<PAGE>

                            APPENDIX 1, ATTACHMENT 22

                 PRODUCT AND SERVICES ELIGIBLE FOR VTD DISCOUNT
                                    VIRGINIA
<TABLE>
<S>                                                                     <C>           <C>      <C>           <C>
----------------------------------------------------------------------------------------------------------------------------
ACCESS LINES
----------------------------------------------------------------------------------------------------------------------------
Message Business Service                                                1MB           ALS      1BJ           ALJ
----------------------------------------------------------------------------------------------------------------------------
Measured Business Service                                               LMB           ALM
----------------------------------------------------------------------------------------------------------------------------
Flat Rate                                                               1FB           AFK      BUA           ALV
----------------------------------------------------------------------------------------------------------------------------
Direct Inward Dial Trunks                                               NDT           NDZ      NDJ
----------------------------------------------------------------------------------------------------------------------------
PBX Trunks Message                                                      TMB           THM
----------------------------------------------------------------------------------------------------------------------------
PBX Trunks Measured                                                     TV1
----------------------------------------------------------------------------------------------------------------------------
PBX Flat                                                                TFB           TZF
----------------------------------------------------------------------------------------------------------------------------
PBX Digital trunks                                                      D7Z           D7W
----------------------------------------------------------------------------------------------------------------------------
INTRA-LATA TOLL
# MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
----------------------------------------------------------------------------------------------------------------------------
Message Rate Service                                                   N/A
----------------------------------------------------------------------------------------------------------------------------
MTS, including Key Connections Optional Calling Plan BUT              VWDK1           WRV
                                                                   ---------------------------------------------------------
excluding all other Optional Calling Plans
----------------------------------------------------------------------------------------------------------------------------
FEATURES
# MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
----------------------------------------------------------------------------------------------------------------------------
Touch Tone                                                              TTB           TJB
----------------------------------------------------------------------------------------------------------------------------
IQ SERVICES:
# MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
----------------------------------------------------------------------------------------------------------------------------
Call Forwarding                                                         ESM
----------------------------------------------------------------------------------------------------------------------------
Call Waiting                                                            ESX
----------------------------------------------------------------------------------------------------------------------------
Call Waiting ID                                                         NWT
----------------------------------------------------------------------------------------------------------------------------
Speed Dialing 8                                                         ESL
----------------------------------------------------------------------------------------------------------------------------
Speed Dialing 30                                                        ESF
----------------------------------------------------------------------------------------------------------------------------
3 Way Calling (per Use or Monthly)                                      ESC
----------------------------------------------------------------------------------------------------------------------------
*69 (per Use or Monthly)                                                NSS
----------------------------------------------------------------------------------------------------------------------------
Call Trace (Per Use Charge)
----------------------------------------------------------------------------------------------------------------------------
Caller ID                                                               NSD
----------------------------------------------------------------------------------------------------------------------------
Caller ID with Name                                                     NDF
----------------------------------------------------------------------------------------------------------------------------
Per Call Blocking (Per Use Charge)
----------------------------------------------------------------------------------------------------------------------------
Repeat Dialing                                                          NSQ
----------------------------------------------------------------------------------------------------------------------------
Ultra Forward                                                           FRM
----------------------------------------------------------------------------------------------------------------------------
Distinctive Ring                                                       DRQ+X
----------------------------------------------------------------------------------------------------------------------------
Priority Call                                                           NSK
----------------------------------------------------------------------------------------------------------------------------
Select Forward                                                          NCE
----------------------------------------------------------------------------------------------------------------------------
Call Block                                                              NSY
----------------------------------------------------------------------------------------------------------------------------
Call Gate                                                               OC4
----------------------------------------------------------------------------------------------------------------------------
Anonymous Call Rejection - w/Caller ID                                  AWY
----------------------------------------------------------------------------------------------------------------------------
Anonymous Call Rejection - w/o Caller ID                                AYK
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                  Page 1 of 1