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                                                                  Exhibit 10.04

                                RESALE AGREEMENT
                             (District of Columbia)

                                     PREFACE

          THIS RESALE AGREEMENT (this "Agreement") is made effective as of
August 6, 1999 (the "Effective Date") by and between Essential.Com, Inc.
("Reseller"), a Delaware corporation, with offices at Three Burlington Woods
Drive, Burlington, MA 01803, and Bell Atlantic - Washington, D.C., Inc. ("Bell
Atlantic"), a New York corporation, with offices at 1710 H Street N. W.,
Washington, D. C. 20006.

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

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

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

1.   DEFINITIONS

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

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

     1.1.2     "Agent" means agent or servant.

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

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

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


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

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

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

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

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

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

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

     1.1.9     "Commission" means the Public Service Commission of the District
     of Columbia.

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

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

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

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


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

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

     1.1.16    "Jurisdiction" means the District of Columbia.

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

     1.1.18    "Order" means an order or application.

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

     1.1.20    "Reseller Customer" means a Customer of Reseller.

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

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

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

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

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

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


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2.   THE AGREEMENT

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

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

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

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

3.   BELL ATLANTIC SERVICES

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

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


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

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

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

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

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

4.   PRICES

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

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


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

5.   BILLING AND PAYMENT

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

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

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

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

     5.5       Reseller acknowledges and agrees that:

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

     5.5.2     Prior to the completion of deployment of such new or modified
     forms of bills and such new or modified systems and methods for computing
     and rendering bills,


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

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

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

6.   TERM

     6.1       The term of this Agreement shall commence on the Effective Date,
     and, except as otherwise provided in this Agreement, shall remain in effect
     through August 5, 2000 (the "Initial Term Ending Date"). After the Initial
     Term Ending Date, this Agreement shall continue in force and effect unless
     and until terminated as provided in this Agreement. Following the Initial
     Term Ending Date, either Party may terminate this Agreement by providing
     written notice of termination to the other Party, such written notice to be
     provided at least ninety (90) days in advance of the date of termination.

     6.2       Following termination of this Agreement pursuant to Section 6.1,
     this Agreement, as amended from time to time, shall remain in effect as to
     any Termination Date Bell Atlantic Service for the remainder of the
     Contract Period applicable to such Termination Date Bell Atlantic Service
     at the time of the termination of this Agreement.


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If a Termination Date Bell Atlantic Service is terminated prior to the
expiration of the Contract Period applicable to such Termination Date Bell
Atlantic Service, Reseller shall pay any termination charge provided for in this
Agreement.

7.   SERVICE INSTALLATION AND MAINTENANCE

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

8.   ASSIGNMENT

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

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

9.   AVAILABILITY OF SERVICE

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

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

10.  BRANDING


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

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

11.  CHOICE OF LAW

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

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

12.  COMPLIANCE WITH APPLICABLE LAW

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

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

13.  CONFIDENTIAL INFORMATION

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

               (a) Customer Information related to a Reseller Customer which is
     disclosed by Reseller to Bell Atlantic (except to the extent that (i) the
     Customer Information is subject to publication in a directory, (ii) the
     Customer Information is subject to disclosure through an Operator Service
     or other Telecommunications Service, or in the course of furnishing
     Telecommunications Services, or (iii) the Reseller


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     Customer to whom the Customer Information is related, in the manner
     required by Applicable Law, has given Bell Atlantic permission to use
     and/or disclose the Customer Information);

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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

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

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

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

14.  CONTINGENCIES

               Neither Party shall be liable for any delay or failure in
     performance by it which results from strikes, labor slowdowns, or other
     labor disputes, fires, explosions, floods, earthquakes, volcanic action,
     delays in obtaining or inability to obtain necessary services, facilities,
     equipment, parts or repairs thereof, power failures, embargoes,


                                       12
<PAGE>

     boycotts, unusually severe weather conditions, revolution, riots or other
     civil disturbances, war or acts of the public enemy, acts of God, or causes
     beyond the Party's reasonable control.

15.  COUNTERPARTS

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

16.  CUSTOMER INFORMATION

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

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

     16.3      Bell Atlantic shall have the right (but not the obligation) to
     audit Reseller to ascertain whether Reseller is complying with the
     requirements of Applicable Law and this Agreement, with regard to
     Reseller's access to, and use and disclosure of, Customer Information which
     is made available to Reseller by Bell Atlantic pursuant to this Agreement.

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


                                       13
<PAGE>

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

17.  DEFAULT

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

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

     17.2.2    If a good faith dispute arises between the Parties concerning
     the obligation of Reseller to make payment of an amount billed under this
     Agreement, the failure to pay the amount in dispute shall not constitute
     cause for termination or suspension of this Agreement or provision of Bell
     Atlantic Services, if, within thirty (30) days of the date that Bell
     Atlantic gives Reseller written notice of the failure to pay the amount in
     dispute, Reseller (a) gives Bell Atlantic written notice of the dispute
     stating the basis of the dispute, and (b) furnishes to Bell Atlantic an
     irrevocable letter of credit in a form acceptable to Bell Atlantic or other
     security arrangement acceptable to Bell Atlantic, guaranteeing payment to
     Bell Atlantic of any portion of the disputed amount (including the whole of
     the disputed amount) which is thereafter agreed by Bell Atlantic and
     Reseller, or determined by a court or other governmental entity of
     appropriate jurisdiction, to be due to Bell Atlantic. The existence of such
     a dispute shall not relieve Reseller of its obligations to pay any
     undisputed amount which is due to Bell Atlantic and to otherwise comply
     with this Agreement.

18.  FACILITIES

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


                                       14
<PAGE>

     Bell Atlantic Services. Reseller shall, at Reseller's expense, obtain any
     rights and authorizations necessary for such access.

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

19.  INTELLECTUAL PROPERTY

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

20.  JOINT WORK PRODUCT

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

21.  LIABILITY

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

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

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

     21.3.1    TO THE EXTENT THE BELL ATLANTIC TARIFFS APPLICABLE TO A BELL
     ATLANTIC SERVICE DO NOT CONTAIN A


                                       15
<PAGE>

     PROVISION WHICH LIMITS OR EXCLUDES THE LIABILITY OF BELL ATLANTIC AND/OR
     OTHER BELL ATLANTIC PERSONS TO RESELLER, RESELLER CUSTOMERS AND/OR ANY
     OTHER PERSON, FOR ANY CLAIM, LOSS OR DAMAGES ARISING OUT OF OR IN
     CONNECTION WITH A BELL ATLANTIC SERVICE FAILURE, SECTION 21.3.3 SHALL
     APPLY.

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

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

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

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

     21.6      Reseller shall, in its tariffs or other contracts with Reseller
     Customers, provide that in no case shall Bell Atlantic or Other Bell
     Atlantic Persons be liable to Reseller Customers or to any other third
     parties for any indirect, special, incidental, consequential, or other
     damages, including, but not limited to, harm to business, lost revenues,
     lost profits, lost savings, or other commercial or economic loss, whether


                                       16
<PAGE>

     foreseeable or not, and regardless of notification of the possibility of
     such damages. Reseller shall indemnify, defend and hold Bell Atlantic and
     Other Bell Atlantic Persons harmless from claims by Reseller Customers and
     other third parties as provided in Bell Atlantic's Tariffs.

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

     21.8      Reseller shall indemnify, defend and hold harmless Bell Atlantic,
     Bell Atlantic's Affiliates, and the directors, officers and employees of
     Bell Atlantic and Bell Atlantic's Affiliates, from any claims, suits,
     government proceedings, judgments, fines, liabilities, losses, damages,
     costs or expenses (including reasonable attorneys fees) arising out of or
     in connection with: (a) the failure of Reseller to transmit to Bell
     Atlantic a request by a Reseller Customer to install, provide, change or
     terminate, a Bell Atlantic Retail Telecommunications Service; (b) the
     transmission by Reseller to Bell Atlantic of an Order to install, provide,
     change or terminate, a Bell Atlantic Retail Telecommunications Service,
     which Order was not authorized by the applicable Reseller Customer; (c)
     erroneous or inaccurate information in an Order transmitted by Reseller to
     Bell Atlantic; (d) the transmission by Reseller to Bell Atlantic of an
     Order to change or terminate a Telecommunications Service provided to an
     end user by Bell Atlantic or another Telecommunications Service provider,
     or to install or provide a Telecommunications Service for an end user,
     which Order was not authorized by the applicable end user; (e) the
     transmission by Reseller to Bell Atlantic of an Order to select, change or
     reassign a telephone number for an end user, which Order was not authorized
     by the applicable end user; (f) the transmission by Reseller to Bell
     Atlantic of an Order to select a Telephone Exchange Service provider for an
     end user, or to change or terminate an end user's selection of a Telephone
     Exchange Service provider, which Order was not authorized by the applicable
     end user in the manner required by Applicable Law (or, in the absence of
     such Applicable Law, in the manner required by the rules and procedures in
     47 CFR Section 64.1100); (g) access to, or use or disclosure of, Customer
     Information or Bell Atlantic OSS Information by Reseller or Reseller's
     employees, Agents or contractors; (h) the failure of Reseller to transmit,
     or to transmit in a timely manner, E911/911 information to Bell Atlantic;
     (i) erroneous or inaccurate E911/911 information transmitted by Reseller to
     Bell Atlantic; (j) any information provided by Reseller for inclusion in
     Bell Atlantic's LIDB; or, (k) the marketing, advertising or sale of
     Reseller's services and/or products (including, but not limited to, resold
     Bell Atlantic Retail Telecommunications Services), or the billing or
     collection of charges for Reseller's services and/or products (including,
     but not limited to, resold Bell Atlantic Retail Telecommunications
     Services). For the purposes of Section 21.8(b), (d) and (e), an Order shall
     be deemed not to have been authorized by a Reseller Customer or end user if
     Applicable Law and/or this Agreement required such authorization to be
     obtained in a


                                       17
<PAGE>

     particular manner, and Reseller did not obtain the authorization in the
     manner required by Applicable Law and this Agreement.

22.  NON-EXCLUSIVE REMEDIES

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

23.  NOTICES

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

               To Bell Atlantic:

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

               To Reseller:

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

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

24.  OPTION TO OBTAIN BELL ATLANTIC SERVICE UNDER OTHER AGREEMENTS

     24.1      If, at any time while this Agreement is in effect, Bell Atlantic
     is a party to an agreement with a Telecommunications Carrier other than
     Reseller ("Third-Person Telecommunications Carrier) to provide Bell
     Atlantic Services to the Third-Person Telecommunications Carrier, which
     agreement has been approved by the Commission pursuant to 47 U.S.C. Section
     252, upon request by Reseller, Bell Atlantic, to the extent required by
     Applicable Law (including, but not limited to 47 U.S.C. Section 252(i)),
     shall make available to Reseller any Bell Atlantic Service offered by Bell
     Atlantic under the


                                       18
<PAGE>

     agreement with the Third-Person Telecommunications Carrier upon the same
     terms and conditions (including prices) provided in the agreement with the
     Third-Person Telecommunications Carrier, but (except as otherwise expressly
     agreed in writing by the Parties) only on a prospective basis. Following
     such request by Reseller and prior to provision of the Bell Atlantic
     Service by Bell Atlantic to Reseller pursuant to the terms and conditions
     (including prices) of the Third-Person Telecommunications Carrier
     agreement, this Agreement shall be amended to incorporate the terms and
     conditions (including prices) from the Third-Person Telecommunications
     Carrier agreement applicable to the Bell Atlantic Service Reseller has
     elected to purchase pursuant to the terms and conditions (including prices)
     of the Third-Person Telecommunications Carrier agreement. Except as
     otherwise expressly agreed in writing by the Parties, the amendment shall
     apply on a prospective basis only and shall not apply with regard to any
     Bell Atlantic Service provided by Bell Atlantic to Reseller prior to the
     effective date of the amendment.

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

25.  REGULATORY APPROVALS

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

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

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

26.  REGULATORY CONTINGENCIES


                                       19
<PAGE>

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

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

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

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

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

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

27.  RELATIONSHIP OF THE PARTIES


                                       20
<PAGE>

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

     27.2      Nothing contained in this Agreement shall:

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

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

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

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

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

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

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

28.  RESELLER'S PROVISION OF SERVICE

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

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


                                       21
<PAGE>

     public inspection, the tariffs, arrangements and other documents that set
     forth the terms, conditions and prices under which Reseller provides
     Telecommunications Services.

29.  RESELLER'S RESALE AND USE OF SERVICE

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

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

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

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

30.  RESPONSIBILITY FOR CHARGES

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

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

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


                                       22
<PAGE>

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

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

31.  SECTION HEADINGS

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

32.  SERVICES NOT COVERED BY THIS AGREEMENT

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

     32.2      Without in any way limiting Section 32.1 and without attempting
     to list all Bell Atlantic products and services that are not subject to
     this Agreement, the Parties agree that this Agreement does not apply to the
     purchase by Reseller of the following Bell Atlantic services and products:
     except as expressly stated in the Principal Document, exchange access
     services as defined in Section 3(16) of the Act, 47 U.S.C. Section 153(16)
     (including, but not limited to, primary interLATA toll carrier and primary
     intraLATA toll carrier choice or change); Bell Atlantic Answer Call, Bell
     Atlantic


                                       23
<PAGE>

     Answer Call Plus, Bell Atlantic Home Voice Mail, Bell Atlantic Home Voice
     Mail Plus, Bell Atlantic Voice Mail, Bell Atlantic Basic Mailbox, Bell
     Atlantic OptiMail Service, and other voice mail, fax mail, voice messaging,
     and fax messaging, services; Bell Atlantic Optional Wire Maintenance Plan;
     Bell Atlantic Guardian Enhanced Maintenance Service; Bell Atlantic Sentry I
     Enhanced Maintenance Service; Bell Atlantic Sentry II Enhanced Maintenance
     Service; Bell Atlantic Sentry III Enhanced Maintenance Service; Bell
     Atlantic Call 54 Service; Bell Atlantic Public Telephone Service; customer
     premises equipment; Bell Atlantic telephone directory listings offered
     under agreements or arrangements other than Bell Atlantic Tariffs filed
     with the Commission; and, Bell Atlantic telephone directory advertisements.

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

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

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

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

     32.7      Nothing contained in this Section 32 shall in any way exclude or
     limit Reseller's obligations and liabilities under Section 30, including,
     but not limited to


                                       24
<PAGE>

     Reseller's obligations and liabilities to pay charges for services and
     products as required by Section 30.

33.  SERVICE QUALITY

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

34.  SINGLE POINT OF CONTACT

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

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

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

35.  SURVIVAL

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


                                       25
<PAGE>

     performed after) termination, cancellation or expiration of this agreement,
     shall survive termination, cancellation or expiration of this Agreement.

36.  TAXES

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

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

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

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

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


                                       26
<PAGE>

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

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

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

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

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

     36.5      If either Party is audited by a taxing authority, the other Party
     agrees to reasonably cooperate with the Party being audited in order to
     respond to any audit


                                       27
<PAGE>

     inquiries in a proper and timely manner so that the audit and/or any
     resulting controversy may be resolved expeditiously.

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

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

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

          To Bell Atlantic:

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

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

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

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


                                       28
<PAGE>

37.  TELEPHONE EXCHANGE SERVICE PROVIDER SELECTION

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

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

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

38.  TELEPHONE NUMBERS

     38.1      Reseller's use of telephone numbers shall be subject to
     Applicable Law (including, but not limited to, the rules of the FCC, the
     North American Numbering Council, and the North American Numbering Plan
     Administrator), the applicable provisions of this Agreement (including, but
     not limited to, this Section 38), and Bell


                                       29
<PAGE>

     Atlantic's practices and procedures for use and assignment of telephone
     numbers, as amended from time-to-time.

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

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

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

39.  WARRANTIES

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

40.  PUBLICITY AND USE OF TRADEMARKS OR SERVICE MARKS

     40.1.1 Neither Party nor its subcontractors or agents will use the other
     Party's trademarks, service marks, logos or other proprietary trade dress
     in connection with the


                                       30
<PAGE>

     sale of products and services, or in any advertising, press releases,
     publicity matters or other promotional materials without such Party's prior
     written consent.

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

41.  AUTHORIZATION

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

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


                                       31
<PAGE>

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



ESSENTIAL.COM, INC.

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

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

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




BELL ATLANTIC - WASHINGTON, D.C., INC.

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


                                       32
<PAGE>

                                    EXHIBIT I

                        BELL ATLANTIC ANCILLARY SERVICES

1.   BELL ATLANTIC OSS SERVICES

1.1  DEFINITIONS

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

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

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

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

1.1.4     "Bell Atlantic OSS Information" means any information accessed
     by, or disclosed or provided to, Reseller through or as a part of Bell
     Atlantic OSS Services. The term "Bell Atlantic OSS Information" includes,
     but is not limited to: (a) any Customer Information related to a Bell
     Atlantic Customer or a Reseller Customer accessed by, or disclosed or
     provided to, Reseller through or as a part of Bell Atlantic OSS Services;
     and, (b) any Reseller Usage Information (as defined in Exhibit 1, Section
     1.1.5, below) accessed by, or disclosed or provided to, Reseller.

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

1.2  BELL ATLANTIC OSS SERVICES

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


                                       33
<PAGE>

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

1.3  RESELLER USAGE INFORMATION

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

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

     (a)  Daily Usage File on Data Tape.

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

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

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

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

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

1.4  PRICES

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


                                       34
<PAGE>

1.5       ACCESS TO AND USE OF BELL ATLANTIC OSS FACILITIES


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

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

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

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

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

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

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


                                       35
<PAGE>

1.6  BELL ATLANTIC OSS INFORMATION

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

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

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

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

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

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

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

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

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


                                       36
<PAGE>

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

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

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

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

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

1.7       LIABILITIES AND REMEDIES

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

1.7.2     Reseller agrees that Bell Atlantic would be irreparably injured by a
     breach of Exhibit I, Section 1.5 or Exhibit I, Section 1.6 by Reseller or
     the employees, Agents or


                                       37
<PAGE>

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

1.8  RELATION TO APPLICABLE LAW

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

1.9  COOPERATION

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

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

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

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

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

1.10      Bell Atlantic Access to Information Related to Reseller Customers


                                       38
<PAGE>

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

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

2.   E911/911 SERVICES

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

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

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

3.   ROUTING TO DIRECTORY ASSISTANCE AND OPERATOR SERVICES


                                       39
<PAGE>

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

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

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

4.   LIDB/BVS

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

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

4.3       Reseller information which is stored in Bell Atlantic's LIDB will be
     subject, to the same extent as Bell Atlantic information stored in Bell
     Atlantic's LIDB, to access and use by, and disclosure to, those persons
     (including, but not limited to, Bell Atlantic) to whom Bell Atlantic allows
     access to information which is stored in Bell Atlantic's LIDB. Reseller
     hereby grants to Bell Atlantic and the persons to whom Bell Atlantic allows
     access to information which is stored in Bell Atlantic's LIDB, a royalty
     free license for such access, use and disclosure.


                                       40
<PAGE>

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

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

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

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

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


                                       41
<PAGE>

                                   EXHIBIT II

                        PRICES FOR BELL ATLANTIC SERVICES

1.   BELL ATLANTIC RETAIL TELECOMMUNICATIONS SERVICES

1.1  PRICES

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

1.2  INAPPLICABILITY OF DISCOUNTS

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

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

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

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

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

1.3  DISCOUNT CHANGES

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


                                       42
<PAGE>

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

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

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

2.   BELL ATLANTIC ANCILLARY SERVICES

2.1  PRICES

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

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

2.2  PRICE CHANGES

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

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

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


                                       43
<PAGE>

                                                                    ATTACHMENT 1
                                                                   TO EXHIBIT II

                     BELL ATLANTIC -WASHINGTON, D.C., INC.

                    DETAILED SCHEDULE OF ITEMIZED CHARGES(1)

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

     Resale of Bell Atlantic Retail               24.70% or discount rate as
     Telecommunications Services as per           established by further
     Commission TAC 6 Order Number 6 dated        Commission Order.(2)
     December 2, 1996. Assumes RESELLER
     will provide its own Operator Services.

     Resale of Bell Atlantic Retail               16.57% or discount rate as
     Telecommunications Services if RESELLER      established by Commission
     uses Bell Atlantic Operator Services.        Order(3)



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

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

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

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

(2)  Wholesale discount does not apply to telecommunications relay service
charge embedded in BA's retail rates.

(3) See note 2 above.

<PAGE>
<TABLE>
<CAPTION>
SERVICE OR ELEMENT DESCRIPTION:                    RECURRING CHARGES:          NON-RECURRING
                                                                               CHARGE:
<S>                                                <C>                         <C>
II. ACCESS TO OPERATION SUPPORT SYSTEMS
     A. Pre-Ordering                               $.27/Query                  Not Applicable
     B. Ordering                                   $4.65/Transaction           Not Applicable
     C. Provisioning                               Included in Ordering        Not Applicable
     D. Maintenance & Repair
          1. ECG Access                            $.27/Query                  Not Applicable
          2. EB/OSI Access                         $ 1.26/Trouble Ticket       Not Applicable
     E. Billing
          1. CD-ROM                                $267.85/CD-                 Not Applicable
                                                   ROM/Month
          2. Daily Usage File
              a) Existing Message Recording        $.000281/Message            Not Applicable
              b) Delivery of DUF
                 Data Tape                         $20.64/Tape                 $66.66/Programming
                                                                               Hour
                   Network Data Mover              $.000101/Message            Not Applicable
                   CMDS                            $.000101/Message            $66.66/Programming
                                                                               Hour
              c) DUF Transport
                   9.6 kb Communications Port      $11.13/Month                $8,552.71/Port
                   56 kb Communications Port       $30.72/Month                $35,394.48/Port
                   256 kb Communications Port      $30.72/Month                $58,920.86/Port
                   T1 Communications Port          $390.10/Month               $210,246.64/Port
                   Line Installation               Not Applicable              $66.66/Programming
                                                                               Hour/Port
                   Port Set-up                     Not Applicable              $10.70/Port
                   Network Control Programming     Not Applicable              $66.66/Programming
                   Coding                                                      Hour/Port
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR ELEMENT DESCRIPTION:                    RECURRING CHARGES:          NON-RECURRING
                                                                               CHARGE:
<S>                                                <C>                         <C>
III. DIRECTORY ASSISTANCE/OPERATOR SERVICES
     ROUTING

     To RESELLER Platform                          $.29513/Line/Month          $4.52/Line

     To BA Platform for Re-Branding                $.09838/Call                $4.52/Line

     Customized Routing Transport                  Per Bell Atlantic's Tariffs (including, but not
                                                   limited to, Bell Atlantic Tariff FCC No. 1)

IV.  LIDB Interconnection/Billing Validation
     Service

                                                   Per Bell Atlantic's         Per Bell Atlantic's
                                                   Tariffs (including,         Tariffs (including,
                                                   but not limited to,         but not limited to,
                                                   Bell Atlantic Tariff        Bell Atlantic Tariff
                                                   FCC No. 1, Section          FCC No. 1, Section
                                                   6.9.1M)                     6.9.1 M)

                                                   Illustrative:               Illustrative:

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

                                                    Query transport
                                                   $.0002/query
</TABLE>


                                       3
<PAGE>

                            APPENDIX 1, ATTACHMENT 19

                 QUALIFIED BUSINESS LINES FOR VOLUME COMMITMENT
                                  WASHINGTON DC
<TABLE>
----------------------------------------------------------------------------------------------------
ACCESS LINES
----------------------------------------------------------------------------------------------------
<S>                                                    <C>                <C>                <C>
Message Business Service                               1MB                WHB
----------------------------------------------------------------------------------------------------
Measured Business Service                              LMB                ALM
----------------------------------------------------------------------------------------------------
Direct Inward Dial Trunks                              NDT                NDZ                NDJ
----------------------------------------------------------------------------------------------------
PBX Trunks Message                                     TMB
----------------------------------------------------------------------------------------------------
PBX Digital trunks                                     D7Z                D7W
----------------------------------------------------------------------------------------------------
                                   CENTREX:**
----------------------------------------------------------------------------------------------------
**EXCLUDES:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom
Pricing)
2. Centrex systems which serve multiple end user customers
----------------------------------------------------------------------------------------------------
                      CENTREX - CUSTOPAK / CLASS OF SERVICE
----------------------------------------------------------------------------------------------------
Message                                                CGC+X
----------------------------------------------------------------------------------------------------
                                 CUSTOPAK LINES
----------------------------------------------------------------------------------------------------
Unrestricted                                           R3G
----------------------------------------------------------------------------------------------------
Restricted                                             R3K
----------------------------------------------------------------------------------------------------
Primary Off Prem                                       RX3
----------------------------------------------------------------------------------------------------
                   CENTREX - CUSTOFLEX 2100 / CLASS OF SERVICE
----------------------------------------------------------------------------------------------------
Message                                                KGK+X
----------------------------------------------------------------------------------------------------
                              CUSTOFLEX 2100 LINES
----------------------------------------------------------------------------------------------------
Unrestricted                                           R4N
----------------------------------------------------------------------------------------------------
Restricted                                             RHK
----------------------------------------------------------------------------------------------------
Primary Off Prem                                       RX3
----------------------------------------------------------------------------------------------------
ISDN - Unrestricted                                    XQA
----------------------------------------------------------------------------------------------------
ISDN - Restricted                                      XQK
----------------------------------------------------------------------------------------------------
</TABLE>


                                  PAGE 1 OF 1
<PAGE>

                            APPENDIX 1, ATTACHMENT 20

                 PRODUCT AND SERVICES ELIGIBLE FOR VTD DISCOUNT
                                  WASHINGTON DC
<TABLE>
----------------------------------------------------------------------------------------------------
ACCESS LINES
----------------------------------------------------------------------------------------------------
<S>                                                    <C>                <C>                <C>
Message Business Service                               1MB                WHB
----------------------------------------------------------------------------------------------------
Measured Business Service                              LMB                ALM
----------------------------------------------------------------------------------------------------
Direct Inward Dial Trunks                              NDT                NDZ                NDJ
----------------------------------------------------------------------------------------------------
PBX Trunks Message                                     TMB
----------------------------------------------------------------------------------------------------
PBX Digital trunks                                     D7Z                D7W
----------------------------------------------------------------------------------------------------
INTRA-LATA TOLL
#MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
----------------------------------------------------------------------------------------------------
Message Rate Service                                   N/A
----------------------------------------------------------------------------------------------------
FEATURES
#MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
----------------------------------------------------------------------------------------------------
Touch Tone                                             TTB                TJB
----------------------------------------------------------------------------------------------------
IQ SERVICES:
#MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
----------------------------------------------------------------------------------------------------
Call Forwarding                                        ESM
----------------------------------------------------------------------------------------------------
Call Waiting                                           ESX
----------------------------------------------------------------------------------------------------
Call Waiting ID                                        NWT
----------------------------------------------------------------------------------------------------
Speed Dialing 8                                        ESL
----------------------------------------------------------------------------------------------------
Speed Dialing 30                                       ESF
----------------------------------------------------------------------------------------------------
3 Way Calling (per Use or Monthly)                     ESC
----------------------------------------------------------------------------------------------------
*69 (per Use or Monthly)                               NSS
----------------------------------------------------------------------------------------------------
Call Trace (Per Use Charge)
----------------------------------------------------------------------------------------------------
Caller ID                                              NSD
----------------------------------------------------------------------------------------------------
Caller ID with Name                                    NDF
----------------------------------------------------------------------------------------------------
Per Call Blocking (Per Use Charge)
----------------------------------------------------------------------------------------------------
Repeat Dialing                                         NSQ
----------------------------------------------------------------------------------------------------
Ultra Forward                                          FRM
----------------------------------------------------------------------------------------------------
Distinctive Ring                                       DRQ+X
----------------------------------------------------------------------------------------------------
Priority Call                                          NSK
----------------------------------------------------------------------------------------------------
Select Forward                                         NCE
----------------------------------------------------------------------------------------------------
Call Block                                             NSY
----------------------------------------------------------------------------------------------------
Call Gate                                              OC4
----------------------------------------------------------------------------------------------------
</TABLE>


                                  Page 1 of 1