<PAGE>



                   NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY
                            RESALE SERVICE AGREEMENT

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

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

         WHEREAS, the Customer is a reseller operating in the State of Maine;

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

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

1.       RESALE ARRANGEMENT

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

2.       TERM OF AGREEMENT

         A.       The Company will file the Agreement promptly following its
                  execution with the Maine Public Utility Commission
                  ("Commission") for approval pursuant to section 252 of the
                  Telecommunications Act of 1996. The Agreement will be
                  effective as of the date the resale agreement is signed by
                  both parties.

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

         C.       Each Party agrees to fully support approval of the Agreement
                  by the Commission without modification. The Parties, however,
                  reserve the right to seek regulatory relief and otherwise seek
                  redress from each other


                                       1
<PAGE>



                  regarding performance and implementation of this Agreement. In
                  the event the Commission rejects this Agreement in whole or in
                  part, the Parties agree to meet and negotiate in good faith to
                  arrive at a mutually acceptable modification of the rejected
                  portion(s); provided that such rejected portion(s) shall not
                  affect the validity of the Remainder of this Agreement.

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

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

3.       CHARGES

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

         B.       The Recurring Monthly Service Establishment charge of $2605.55
                  per reseller, per month, set out at Section 6.10.5.2, shall
                  not be payable unless and until such charge, or any part
                  thereof, has been approved by the Maine Public Utilities
                  Commission. Subsequent to Maine Commission Approval, Customer
                  agrees to pay such charge, or approved part thereof on an
                  ongoing basis for the period specified in Attachment A. In
                  addition, Customer agrees to a true-up of the Service
                  Establishment Charge in as many monthly installments as the
                  number of months required for the Maine Commission to review
                  and approve said charge, measured from Customer's commencement
                  of operations.

4.       PROMOTIONAL MATERIAL

         The Company shall provide the Customer with a reasonable amount of
         information related to the use of the services the Customer will resell
         for its use in


                                        2
<PAGE>



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

5.       GOVERNING LAW

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

6.       ENTIRE AGREEMENT

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

7.       AMENDMENTS AND WAIVERS

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

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

8.       ASSIGNMENT


                                        3
<PAGE>



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

9.       NOTICE AND DEMAND

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

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



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

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

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


                                       4
<PAGE>



10.      THIRD-PARTY BENEFICIARIES

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

11.      FORCE MAJEURE

         Neither party shall be deemed to be negligent, at fault, or otherwise
         liable in any respect for any delay or failure in performance of any
         part of this Agreement to the extent that such failure or delay is
         caused by acts of God, acts of civil or military authority, government
         regulations, embargoes, epidemics, war, terrorist acts, riots,
         insurrections, fires, explosions, earthquakes, nuclear accidents,
         floods, strikes, power blackouts, volcanic action, other major
         environmental disturbances, unusually severe weather conditions,
         inability to secure products or services of other persons or
         transportation facilities, or acts or omissions of transportation
         common carriers or other causes beyond the control of the party
         obligated to perform. If any force majeure condition occurs, the party
         delayed or unable to perform shall give immediate notice to the other
         Party and shall take all reasonable steps to correct the force majeure
         condition. During the pendency of the force majeure, the duties of the
         parties under this Agreement affected by the force majeure condition
         shall be abated and shall resume without liability thereafter.

12.      CONTINGENCY

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

13.      COMPLIANCE

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

14.      NON-EXCLUSIVE AGREEMENT

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

15.      PUBLICITY AND USE OF TRADEMARKS OR SERVICE MARKS

         Neither Party nor its subcontractors or agents will use the other
         Party's trademarks, service marks, logos or other proprietary trade
         dress in connection with the sale of products and services, or in any
         advertising, press releases,


                                       5
<PAGE>



         publicity matters or other promotional materials without such Party's
         prior written consent.

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

16.      SEVERABILITY

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

17.      EXECUTED IN COUNTERPARTS

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

18.      HEADINGS

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

19.      DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

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

20.      JOINT WORK PRODUCT


                                        6
<PAGE>



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


                                        7

<PAGE>



         IN WITNESS WHEREOF, the parties have executed this Agreement.

ESSENTIAL.COM, INC.

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

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

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

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



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

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

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

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




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

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

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

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



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

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

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

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

DATE:                     8/17/99
     --------------------------------------------------


                                       8

<PAGE>


                                                                    Attachment A

6.1 RESALE

 6.1.1 GENERAL

  6.1.1.1 TERMS AND CONDITIONS STRUCTURE

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

  6.1.2 REFERENCING

    6.1.2.1 REFERENCE TO SCHEDULES

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

    6.1.2.2 TRADEMARKS AND SERVICE MARKS

         (A)      Refer to MEPUC No. 15.

  6.1.3 TERMS AND CONDITIONS TERMINOLOGY

         Unless otherwise defined herein, terminology contained within these
         terms and conditions are as defined in MEPUC No. 15.

    6.1.3.1 DEFINITIONS

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

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

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

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

         TELEPHONE COMPANY - The New England Telephone and Telegraph Company.


                                        9
<PAGE>

6.2      GENERAL REGULATIONS

         In addition to the general regulations contained herein, the general
         regulations specified in MEPUC No. 15 also apply.

 6.2.1   APPLICATION OF TERMS AND CONDITIONS

  6.2.1.1 SCOPE

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

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

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

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

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

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

                                      10
<PAGE>


6.2 GENERAL REGULATIONS (CONT'D)

6.2.2 RESPONSIBILITY OF THE TELEPHONE COMPANY

  6.2.2.1 PROVISION OF SERVICE

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

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

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

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

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

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

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


                                       11


<PAGE>


6.2 GENERAL REGULATIONS (CONT'D)

6.2.2 RESPONSIBILITY OF THE TELEPHONE COMPANY (CONT'D)

  6.2.2.1 PROVISION OF SERVICE (CONT'D)

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

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

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

  6.2.2.2 INTERRUPTION OF SERVICE

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

 6.2.3 RESPONSIBILITY OF THE RESELLER

  6.2.3.1 RESELLER NOTIFICATION AND COORDINATION

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

                  (1) The reseller, and not the Telephone Company is responsible
                  for providing any notices, bill inserts or other information
                  as may be required to the reseller's end users.
                  (2) The Telephone Company will not provide resellers with
                  advance notice of its intent to offer a new retail service (or
                  to modify an existing retail service) except to the extent
                  that public notice of certain tariff changes is required by
                  the regulation or orders of the Public Utilities Commission or
                  other applicable law.


                                       12


<PAGE>


6.2 GENERAL REGULATIONS (CONT'D)

 6.2.3 RESPONSIBILITY OF THE RESELLER (CONT'D)

  6.2.3.2 LIABILITY

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

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

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

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


                                       13
<PAGE>


6.2 GENERAL REGULATIONS (CONT'D)

6.2.3 RESPONSIBILITY OF THE RESELLER (CONT'D)

  6.2.3.2 LIABILITY (CONT'D)

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

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

  6.2.3.3 CERTIFICATIONS AND PROOF OF EXEMPTIONS

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

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

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

   6.2.3.4 REFERENCES TO THE TELEPHONE COMPANY

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

 6.2.4 CUSTOMER NOTIFICATION AND COORDINATION

  6.2.4.1 PROVISION AND OWNERSHIP OF TELEPHONE NUMBERS

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

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


                                       14


<PAGE>


6.2 GENERAL REGULATIONS (CONT'D)

6.2.4 CUSTOMER NOTIFICATION AND COORDINATION (CONT'D)

  6.2.4.1 PROVISION AND OWNERSHIP OF TELEPHONE NUMBERS (CONT'D)

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

6.3 ORDERING OF SERVICE

 6.3.1 ORDERS FOR RESOLD SERVICES

  6.3.1.1 GENERAL

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

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

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

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

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

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

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


                                       15


<PAGE>



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

  6.3.1.1 GENERAL (CONT'D)

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

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

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

  6.3.1.2 AUTOMATED ORDER INTERFACE

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

                           1. Establishment of end user accounts

                           2. Assignment of telephone numbers

                           3. Entry of service orders into Telephone Company
                           systems

                           4. Installation scheduling and negotiation with end
                           users

                           5. Reservation of installation appointments

                           6. Entry of end user service and repair inquiries

                           7. Verification of the network status of an
                           associated telephone line in conjunction with
                           Telephone Company systems

                           8. Other processes that would facilitate the
                           processing of the reseller's order

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

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

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


                                       16


<PAGE>


6.3 ORDERING OF SERVICE (CONT'D)

6.3.1 ORDERS FOR RESOLD SERVICES(CONT'D)

  6.3.1.2 AUTOMATED ORDER INTERFACE (CONT'D)

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

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

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

         (B)      Exceptions:

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

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

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

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

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

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

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

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

6.3. ORDERING OF SERVICE (CONT'D)


                                       17


<PAGE>


6.3.1 ORDERS FOR RESOLD SERVICE (CONT'D)
  6.3.1.4 DISCLOSURE OF CUSTOMER INFORMATION

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

         (B)      Exceptions:

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

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

  6.3.1.5 EVIDENCE OF END USER CONSENT AND AUTHORIZATION

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

  6.3.1.6 ADDITIONAL ENGINEERING AND SPECIAL CONSTRUCTION

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

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

 6.3.2 RESPONSIBILITY OF THE TELEPHONE COMPANY

  6.3.2.1 REFUSAL AND DISCONTINUANCE OF SERVICE

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


                                       18


<PAGE>


6.3. ORDERING OF SERVICE (CONT'D)

 6.3.2 RESPONSIBILITY OF THE TELEPHONE COMPANY (CONT'D)

  6.3.2.1 REFUSAL AND DISCONTINUANCE OF SERVICE (CONT'D)

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

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

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

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

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

  6.3.2.2 DISCONTINUANCE OF SERVICE FOR CAUSE WITHOUT NOTICE

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

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

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


                                       19


<PAGE>


6.3. ORDERING OF SERVICE (CONT'D)

6.3.3 RESPONSIBILITY OF THE RESELLER

  6.3.3.1 POINT OF CONTACT FOR END USERS

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

  6.3.3.2 FORECASTING OF SERVICE REQUIREMENTS

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

  6.3.3.3 REFUSAL, DISCONTINUANCE OR TRANSFER OF SERVICE

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

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

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

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


                                       20


<PAGE>


6.4 ISSUANCE, PAYMENT AND CREDITING OF RESELLER BILLS

6.4.1 RESPONSIBILITY OF THE TELEPHONE COMPANY

  6.4.1.1 GENERAL

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

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

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

  6.4.1.2 BILLING CONVENTION METHODS

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

  6.4.1.3 BILLING PERIODS

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

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

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

  6.4.1.4 LATE PAYMENT PENALTY

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

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


                                       21


<PAGE>


6.4 ISSUANCE, PAYMENT AND CREDITING OF RESELLER BILLS (CONT'D)

6.4.1 RESPONSIBILITY OF THE TELEPHONE COMPANY (CONT'D)

  6.4.1.4 LATE PAYMENT PENALTY (CONT'D)

                  (1)The rate of interest on reseller late payment penalties
                  shall be set by the MEPUC in accordance with Chapter 870 of
                  the MEPUC Rules and Regulations, or

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

  6.4.1.5 PAYMENT DATE

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

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

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

  6.4.1.6 MEDIUM OF PAYMENT

         (A)      Bills are payable in immediately available funds.

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

  6.4.1.7 CUSTOMER DEPOSITS

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

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


                                       22


<PAGE>


6.4 ISSUANCE, PAYMENT AND CREDITING OF RESELLER BILLS (CONT'D)

6.4.1 RESPONSIBILITY OF THE TELEPHONE COMPANY (CONT'D)

  6.4.1.7 CUSTOMER DEPOSITS (CONT'D)

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

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

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

         (F)      In the case of a cash deposit, for the period the deposit is
                  held by the Telephone Company, the reseller will receive
                  interest. The rate of interest on reseller deposits shall be
                  set by the MEPUC in accordance with Chapter 870 of the MEPUC
                  Rules and Regulations. Interest will accrue for the number of
                  days from the date the reseller deposit is received by the
                  Telephone Company to and including the date such deposit is
                  credited to the reseller's account or the date the deposit is
                  refunded by the Telephone Company.

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

   6.4.1.8 BILLING DISPUTE

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

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

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

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


                                       23


<PAGE>


6.4 ISSUANCE, PAYMENT AND CREDITING OF RESELLER BILLS (CONT'D)

6.4.1 RESPONSIBILITY OF THE TELEPHONE COMPANY (CONT'D)

  6.4.1.8 BILLING DISPUTE (CONT'D)

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

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

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

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

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


                                       24


<PAGE>


6.4 ISSUANCE, PAYMENT AND CREDITING OF RESELLER BILLS (CONT'D)

6.4.1 RESPONSIBILITY OF THE TELEPHONE COMPANY (CONT'D)

  6.4.1.8 BILLING DISPUTE (CONT'D)

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

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

                  (a) The rate of interest on reseller late payment penalties
                  shall be set by the MEPUC in accordance with Chapter 870 of
                  the MEPUC Rules and Regulations, or

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

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

  6.4.1.9 BILLING ADJUSTMENTS AND VERIFICATION

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

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

  6.4.1.10 COMPUTATION OF BILLED CHARGES

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

  6.4.1.11 COMPUTATION OF CREDIT ALLOWANCES

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


                                       25


<PAGE>


6.4 ISSUANCE, PAYMENT AND CREDITING OF RESELLER BILLS (CONT'D)

6.4.2 RESPONSIBILITY OF THE CUSTOMER

  6.4.2.1 TRANSFER OF END USER ACCOUNT BALANCE

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

  6.4.2.2 END USER INFORMATION

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

6.5 RESALE PROVISIONS

6.5.1 DESCRIPTION

  6.5.1.1 GENERAL

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

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

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

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


                                       26


<PAGE>


6.5 RESALE PROVISIONS (CONT'D)

6.5.1 DESCRIPTION (CONT'D)

  6.5.1.2 SERVICES OFFERED FOR RESALE

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

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

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

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

         (B)      Lifeline may only be resold to Lifeline eligible end users.
                  The reseller is responsible for confirming the eligibility of
                  such end users for Lifeline. In addition, the reseller must
                  perform the Annual Deletion Process as required by the MEPUC.

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

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

6.5.2 REGULATIONS

   6.5.2.1 RESTRICTIONS

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

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


                                       27


<PAGE>


6.5 RESALE PROVISIONS (CONT'D)

6.5.2 REGULATIONS (CONT'D)

  6.5.2.1 RESTRICTIONS (CONT'D)

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

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

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

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

6.5.3 APPLICATION OF RATES AND CHARGES

  6.5.3.1 UNDERLYING SERVICES

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

                  The discount applicable to residential and business services,
                  contained in MEPUC No. 15, Part A, Sections 5.1, 5.2 and 5.4,
                  and the Exchange Line portion of Services in Part H varies
                  depending upon whether or not the Telephone Company provides
                  Operator Services and Directory Assistance (OSDA).

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

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

6.5 RESALE PROVISIONS (CONT'D)


                                       28


<PAGE>


6.5.3 APPLICATION OF RATES AND CHARGES (CONT'D)

  6.5.3.2 SERVICE ESTABLISHMENT

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

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

         (B)      NON-RECURRING ESTABLISHMENT CHARGES A Non-Recurring charge
                  per OSS Transaction will be assessed during the five (5) year
                  recovery period for developmental costs (includes development
                  and ongoing costs).

  6.5.3.3 OTHER CHARGES

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

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

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

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

  6.5.3.4 SPECIAL CONTRACT PRICING

                  Services that the Telephone Company provides to end users on a
                  customer specific special contract basis under MEPUC No. 15
                  will be made available for resale.

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


                                       29


<PAGE>


6.6 ALTERNATELY BILLED CALLS

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

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

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

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

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

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

6.6 ALTERNATELY BILLED CALLS (CONT'D)


                                       30


<PAGE>


         calls on a monthly basis at the rates transmitted to the Telephone
         Company from such out-of-region TC. The reseller shall bill and collect
         payment from its customers. The reseller shall remit to the Telephone
         Company the amount billed by the Telephone Company.

6.7 RESERVED FOR FUTURE USE

6.8 OTHER SERVICES

 6.8.1 CALL USAGE DETAIL

  6.8.1.1 DESCRIPTION

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

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

  6.8.1.2 REGULATIONS

         (A)      Responsibility of the Telephone Company

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

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

  6.8.1.3 APPLICATION OF RATES AND CHARGES

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

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


                                       31


<PAGE>


6.8 OTHER SERVICES (CONT'D)

6.8.1 CALL USAGE DETAIL (CONT'D)

  6.8.1.3 APPLICATION OF RATES AND CHARGES (CONT'D)

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

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

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

 6.8.2 ELECTRONIC CUSTOMER SERVICE RECORD RETRIEVAL

  6.8.2.1 DESCRIPTION

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

  6.8.2.2 APPLICATION OF RATES AND CHARGES

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

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

 6.8.3 DIRECTORY SERVICES

  6.8.3.1 Directory ASSISTANCE (DA) AND DIRECTORY LISTING SERVICES

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

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

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

6.8 OTHER SERVICES (CONT'D)


                                       32


<PAGE>


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

         (A)      If and when available, the Telephone Company will include the
                  reseller's telephone exchange service customers in the
                  relevant E-9-1-1 database(s).

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

 6.8.5            ANNOYANCE CALL BUREAU

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

 6.8.6      OPERATOR SERVICES/DIRECTORY ASSISTANCE SERVICE

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

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

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

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

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

         6.8.6.6  At the reseller's option, the Telephone Company will provide
                  Operator Services and Directory Assistance announcement
                  services to the reseller when the reseller utilizes the
                  Telephone Company's Operator and Directory Assistance Services
                  for the reseller's end-users' local and toll Operator Services
                  and Directory Assistance calls. The reseller may choose a
                  branded or unbranded announcement. The Telephone Company will
                  provide such rebranding services on a first come, first served
                  basis pursuant to a mutually agreed-upon schedule. The
                  schedule established will depend upon the reseller's specific
                  requirements, after January 1, 1998, and in any event be
                  completed within twelve months of the request

         6.8-6.7  The establishment of branding of operator services and
                  directory assistance call will be implemented at the
                  Reseller's expense. The charge will be determined on an
                  individual case basis. The rate, per branded announcement, is
                  detailed in Section 5.8.7(A)(1).

         6.8-6.8  The Telephone Company may request the reseller to provide
                  forecasts of its anticipated use of operator services and
                  directory assistance branding for planning purposes.


                                       33


<PAGE>


6.9  RESERVED FOR FUTURE USE

















                                       34

<PAGE>



                             MAINE RESALE AGREEMENT

                                  SECTION 6.10

6.10     RATES AND CHARGES

6.10.5   RESALE

6.10.5.3.1       Discounts to Underlying Services

<TABLE>
<CAPTION>

------------------------------------------------------------------------------
ID       Service Category           Rate Element                       Rate

------- -------------------------- ---------------------------- --------------
<S>      <C>                        <C>                          <C>
A.       Discounts for all          Business Services                 23.76%
         services except
         those in
         6.10.5.3.1(B)

                                   ---------------------------- --------------
                                    Residence Services                19.80%

------- -------------------------- ---------------------------- --------------
B.       Discounts only for         Business Services                 25.74%
         services specified in
         MEPUC No. 15,
         Part A, Sections 5.1

                                   ---------------------------- --------------
         5.2 and 5.4 and the        Residence Services                23.03%
         exchange line
         portion of services
         in Part H where the
         reseller provides
         OSDA

------- -------------------------- ---------------------------- --------------
</TABLE>


1
<PAGE>



6.10.5.3.2       Service Establishment Charges

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
   ID    Service Category       Rate Element                              Rate
------- ---------------------- --------------------------------------- ---------
<S>      <C>                    <C>                                     <C>
         Recurring              Monthly charge per reseller during      $2606.00
         Establishment          the 5 year recovery period
         Charge*
------- ---------------------- --------------------------------------- ---------
         Non-Recurring          Per OSS transaction during 7 yr.        $   1.25
         Establishment          period for recovery of development
         Charges                costs (included development and
                                ongoing costs)
------- ---------------------- --------------------------------------- ---------
</TABLE>

*This charge provides for NYNEX region-wide access to the OSS platform.


6.10.5.3.3       Other Charges

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
ID      Service Category         Rate Element                         Rate
-----  -----------------------  -----------------------------------  ----------
<S>     <C>                      <C>                                  <C>
        Service Center           Monthly charge per resold line       $ 0.21
        Maintenance
        Charge
-----  -----------------------  -----------------------------------  ----------
        Electronic Interface     Per OSS Transaction after the        $ 0.41
        Maintenance              development costs are fully
        Charge                   recovered (includes only ongoing
                                 costs)
-----  -----------------------  -----------------------------------  ----------
        Complex Order            Per Centrex line ordered             $16.27
        Charge
-----  -----------------------  -----------------------------------  ----------

</TABLE>


2
<PAGE>

6.10.8 Optional Services

6.10.8.1         Call Usage Detail

<TABLE>
<CAPTION>

-------------------------------------------------------------------------
   ID      Service Category      Rate Element                   Rate
--------  --------------------  --------------------------  -------------
<S>        <C>                   <C>                         <C>
           Record Processing     Per Record Processed        $ 0.004096
--------  --------------------  --------------------------  -------------
           Data Transmission     Per Record Transmitted      $ 0.000118
--------  --------------------  --------------------------  -------------
           Tape or Cartridge     Per Tape or Cartridge       $    20.12
--------  --------------------  --------------------------  -------------

</TABLE>



6.10.8.2         Electronic Customer Serivce Record Retrieval

<TABLE>
<CAPTION>

--------------------------------------------------------------------
   ID      Service Category       Rate Element              Rate
--------  ---------------------  -----------------------  ----------
<S>        <C>                    <C>                       <C>
           Electronic                                       $ 0.14
           Customer Service       Per Customer Record
           Record Retrieval
--------  ---------------------  -----------------------  ----------
</TABLE>



6.10.8.6         Operator Services/Directory Assistance Services

<TABLE>
<CAPTION>

------------------------------------------------------------------------------
   ID      Service Category       Rate Element                      Rate
--------  ---------------------  ------------------------------  -------------
<S>        <C>                    <C>                             <C>
           Establishment of                                           ICB
           Branding               Nonrecurring Establishment
                                  Charge
--------  ---------------------  ------------------------------  -------------
           Branded                Branding Surcharge per Call     $ 0.064471
           Announcement
           Charge
--------  ---------------------  ------------------------------  -------------

</TABLE>


3
<PAGE>



                            APPENDIX 1, ATTACHMENT 5

                 Qualified Business Lines for Volume Commitment

                                      MAINE

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
ACCESS LINES
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>              <C>             <C>             <C>
Unlimited Service (Premium)                                              1FB              1LB
------------------------------------------------------------------------------------------------------------------------------------
Unlimited Service (Economy)                                              1EF              ADO
------------------------------------------------------------------------------------------------------------------------------------
Direct Inward Dial Trunks                                                ND8              NDT
------------------------------------------------------------------------------------------------------------------------------------
PBX Trunks                                                               XMB              XMB
------------------------------------------------------------------------------------------------------------------------------------
                        PBX Digital trunks                              T2DMX            T4DOX
                                                                   -----------------------------------------------------------------
                                                                        T2DOX            TDYMX
                                                                   -----------------------------------------------------------------
                                                                        T4DMX            TDYOX
------------------------------------------------------------------------------------------------------------------------------------
                        PBX Analog trunks                                RM7              TG8            TBPCX            TM7
                                                                   -----------------------------------------------------------------
                                                                         T1V             TGJTM            TCX             TM9
                                                                   -----------------------------------------------------------------
                                                                        T2DIX             TGQ             TDD             TMB
                                                                   -----------------------------------------------------------------
                                                                        T2DCX             TGZ            TDY1X            TMC
                                                                   -----------------------------------------------------------------
                                                                         T3E              THN            TDYCX            TMK
                                                                   -----------------------------------------------------------------
                                                                         T3U              THO            TEPCX            TMR
                                                                   -----------------------------------------------------------------
                                                                         T3V              THQ             TF6             TMT
                                                                   -----------------------------------------------------------------
                                                                         T4U              THU             TFB             TMU
                                                                   -----------------------------------------------------------------
                                                                         T4V              THW             TFC            TP5CX
                                                                   -----------------------------------------------------------------
                                                                         T4X              THZ             TFK             TS9
                                                                   -----------------------------------------------------------------
                                                                         T5E              TJT             TFQ            TS90X
                                                                   -----------------------------------------------------------------
                                                                         T5K              TKG             TFR             TW6
                                                                   -----------------------------------------------------------------
                                                                         T5N              TKO             TFT             TYD
                                                                   -----------------------------------------------------------------
                                                                         T5O              TKV             TFU             TZQ
                                                                   -----------------------------------------------------------------
                                                                         T86              TM2             TG2             TZZ
                                                                   -----------------------------------------------------------------
                                                                         T87              TM3             TG7             TJB
                                                                   -----------------------------------------------------------------
                                                                         TB2              TM5             TBB             TM6
------------------------------------------------------------------------------------------------------------------------------------
                         CENTREX:**
------------------------------------------------------------------------------------------------------------------------------------
** Excludes:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom Pricing)
2. Centrex systems which serve multiple end user customers
------------------------------------------------------------------------------------------------------------------------------------
                        Intellipath
------------------------------------------------------------------------------------------------------------------------------------
Unlimited -DMSIOO                                                       E6EJX
------------------------------------------------------------------------------------------------------------------------------------
Unlimited - 5ESS                                                        E6EUX
------------------------------------------------------------------------------------------------------------------------------------
                 Intellipath Stations / Lines
------------------------------------------------------------------------------------------------------------------------------------
Primary Station - Principle premise                                      R42
------------------------------------------------------------------------------------------------------------------------------------
Primary Station - Principle premise - Fully Restricted                   R45
------------------------------------------------------------------------------------------------------------------------------------
Primary Station - other than Principle premise                           R43
------------------------------------------------------------------------------------------------------------------------------------
Primary Station - other than Principle premise - Fully                   R46
Restricted
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


                                  PAGE 1 OF 1
<PAGE>



                            APPENDIX 1, ATTACHMENT 6

                 PRODUCTS AND SERVICES ELIGIBLE FOR VTD DISCOUNT

                                      Maine

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
ACCESS LINES
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>              <C>             <C>               <C>
Measured Business Service                                               1EF              ADQ
------------------------------------------------------------------------------------------------------------------------------------
Flat Business Service                                                   1FB              1LB
------------------------------------------------------------------------------------------------------------------------------------
Direct Inward Dial Trunks                                               ND8              NDT
------------------------------------------------------------------------------------------------------------------------------------
PBX Trunks                                                              XMB              XMB
------------------------------------------------------------------------------------------------------------------------------------
                   PBX Digital trunks                                  T2DMX            T4DOX
                                                                  ------------------------------------------------------------------
                                                                       T2DOX            TDYMX
                                                                  ------------------------------------------------------------------
                                                                       T4DMX            TDYOX
------------------------------------------------------------------------------------------------------------------------------------
                   PBX Analog trunks                                    RM7              TG8            TBPCX             TM7
                                                                  ------------------------------------------------------------------
                                                                        T1V             TGJTM            TCX              TM9
                                                                  ------------------------------------------------------------------
                                                                       T2D1X             TGQ             TDD              TMB
                                                                  ------------------------------------------------------------------
                                                                       T2DCX             TGZ            TDYIX             TMC
                                                                  ------------------------------------------------------------------
                                                                        T3E              THN            TDYCX             TMK
                                                                  ------------------------------------------------------------------
                                                                        T3U              THO            TEPCX             TMR
                                                                  ------------------------------------------------------------------
                                                                        T3V              THQ             TF6              TMT
                                                                  ------------------------------------------------------------------
                                                                        T4U              THU             TFB              TMU
                                                                  ------------------------------------------------------------------
                                                                        T4V              THW             TFC             TP5CX
                                                                  ------------------------------------------------------------------
                                                                        T4X              THZ             TFK              TS9
                                                                  ------------------------------------------------------------------
                                                                        T5E              TJT             TFQ             TS90X
                                                                  ------------------------------------------------------------------
                                                                        T5K              TKG             TFIR             TW6
                                                                  ------------------------------------------------------------------
                                                                        T5N              TKO             TFT              TYD
                                                                  ------------------------------------------------------------------
                                                                        T5O              TKV             TFU              TZQ
                                                                  ------------------------------------------------------------------
                                                                        T86              TM2             TG2              TZZ
                                                                  ------------------------------------------------------------------
                                                                        T87              TM3             TG7              TJB
                                                                  ------------------------------------------------------------------
                                                                        TB2              TM5             TBB              TM6
------------------------------------------------------------------------------------------------------------------------------------
INTRA-LATA TOLL
*Must be associated with a resold VTD Qualified Business Line
------------------------------------------------------------------------------------------------------------------------------------
Message Rate Service                                                    N/A
------------------------------------------------------------------------------------------------------------------------------------
MTS, including Business Link Optional Calling Plan but                  OFL
excluding all other Optional Calling Plans
------------------------------------------------------------------------------------------------------------------------------------
FEATURES
*Must be associated with a resold VTD Qualified Business Line
------------------------------------------------------------------------------------------------------------------------------------
Touch Tone                                                              TTB
------------------------------------------------------------------------------------------------------------------------------------
Call Forwarding                                                         ESM
------------------------------------------------------------------------------------------------------------------------------------
Call Forwarding, Speed Calling 8 & Speed Calling 30                     EZO
------------------------------------------------------------------------------------------------------------------------------------
Call Forwarding, Three Way Calling & Speed Calling 30                   ESB
------------------------------------------------------------------------------------------------------------------------------------
Call Forwarding, Three Way Calling & Speed Calling 8                    ESR
------------------------------------------------------------------------------------------------------------------------------------
Call Forwarding, Three Way Calling, Speed Calling 8 &                    US
Speed Calling 30
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting                                                            ESX
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding & Speed Calling 30                        ESG
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding & Speed Calling 8                         ESA
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding & Three Way Calling                       ETC
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding, Speed Calling 8 & Speed                  EZQ
Calling 30
------------------------------------------------------------------------------------------------------------------------------------
Call Waiting, Call Forwarding, Three Way Calling & Speed                ES5
Calling 30
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


                                  PAGE 1 OF 2
<PAGE>



<TABLE>
----------------------------------------------------------------------------
<S>                                                                 <C>
Call Waiting, Call Forwarding, Three Way Calling & Speed             ES3
Calling 8
----------------------------------------------------------------------------
Call Waiting, Call Forwarding, Three Way Calling, Speed              EZT
Calling 8 & Speed Calling 30
----------------------------------------------------------------------------
Call Waiting, Speed Calling 8 & Speed Calling 30                     EZN
----------------------------------------------------------------------------
Call Waiting, Three Way Calling & Speed Calling 30                   ET3
----------------------------------------------------------------------------
Call Waiting, Three Way Calling & Speed Calling 8                    ET8
----------------------------------------------------------------------------
Call Waiting, Three Way Calling, Speed Calling 8 &                   EZR
Speed Calling 30
----------------------------------------------------------------------------
Speed Calling 30                                                     E3D
----------------------------------------------------------------------------
Speed Calling 8                                                      E8C
----------------------------------------------------------------------------
Three Way Calling                                                    ESC
----------------------------------------------------------------------------
Three Way Calling, Speed Calling 8 & Speed Calling 30                EZP
----------------------------------------------------------------------------
Call Forwarding 11                                                   CFZ
                                                                  ----------
                                                                     E5E
                                                                  ----------
                                                                     GCZ
----------------------------------------------------------------------------
PHONE SMART SERVICES
#MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
----------------------------------------------------------------------------
*69                                                                  NSS
----------------------------------------------------------------------------
*69 (Per Activation Charge)
----------------------------------------------------------------------------
*69 Denial                                                           HBS
----------------------------------------------------------------------------
Call Trace Denial                                                    HBG
----------------------------------------------------------------------------
Call Waiting ID                                                      NWT
----------------------------------------------------------------------------
Call Waiting ID with Name                                           N7PXA
----------------------------------------------------------------------------
Call Trace (Per Activation Charge)
----------------------------------------------------------------------------
Caller ID                                                            NSD
----------------------------------------------------------------------------
Caller ID with Name                                                  NNK
----------------------------------------------------------------------------
Caller ID Manager                                                    NWL
----------------------------------------------------------------------------
Caller ID Manager with Name                                          NNW
----------------------------------------------------------------------------
Per Call Blocking
----------------------------------------------------------------------------
Per Line Blocking                                                    NBJ
----------------------------------------------------------------------------
Repeat Dialing                                                       NSQ
----------------------------------------------------------------------------
Repeat Dialing (Per Activation Charge)
----------------------------------------------------------------------------
Repeat Dialing & *69                                                 NSP
----------------------------------------------------------------------------
Repeat Dialing Denial                                                HBQ
----------------------------------------------------------------------------

</TABLE>


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