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                                RESALE AGREEMENT
                                  (New Jersey)



                                     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 - New Jersey, Inc. ("Bell
Atlantic"), a New Jersey corporation, with offices at 540 Broad Street, 20th
Floor, Newark, New Jersey 07101.

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

I. DEFINITIONS

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

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

   1.1.2 "Agent" means agent or servant.

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

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

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


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

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

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

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

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

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

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

     1.1.9 "Board" means the New Jersey Board of Public Utilities.

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

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

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

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

     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.


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

     1.1.16 "Jurisdiction" means the State of New Jersey.

     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 I.

     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 Board 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 Board 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,


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<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


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<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-New Jersey, 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 Board pursuant to 47 U.S.C. Section 252, upon
     request by Reseller, Bell Atlantic, to the extent required by Applicable
     Law (including, but not limited to 47 U.S.C. Section 252(i)), shall make
     available to Reseller any Bell Atlantic Service offered by Bell Atlantic
     under the agreement with the Third-Person Telecommunications Carrier upon
     the same terms and conditions (including prices) provided in the agreement
     with the Third-Person Telecommunications Carrier, but


                                       18

<PAGE>

     (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 Board for approval
     by the Board.

     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 Board,
     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
     Board, the FCC, or other applicable governmental entities, and (b) file
     other documents with and present testimony to the Board, the FCC, or other
     applicable governmental entities, requesting approval of this Agreement or
     an amendment to this Agreement agreed to by the Parties.

26.  REGULATORY CONTINGENCIES

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


                                       19

<PAGE>

     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

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

     27.2 Nothing contained in this Agreement shall:


                                       20

<PAGE>

          (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 Board, 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 Board, the FCC, and/or other applicable governmental entities, the
     tariffs, arrangements and other documents that set forth the terms,
     conditions and prices under which Reseller provides Telecommunications
     Services; and, (b) make available for public inspection, the tariffs,
     arrangements and other documents that set forth the terms, conditions and
     prices under which Reseller provides Telecommunications Services.

29.  RESELLER'S RESALE AND USE OF SERVICE


                                       21

<PAGE>

     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.

     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


                                       22

<PAGE>

     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 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


                                       23

<PAGE>

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

33.  SERVICE QUALITY


                                       24

<PAGE>

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

36.  TAXES


                                       25

<PAGE>

     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.

     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.


                                       26

<PAGE>

     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 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


                                       27

<PAGE>

     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.

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 Board 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


                                       28

<PAGE>

     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 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),


                                       29

<PAGE>

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

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

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

39.  WARRANTIES

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

40.  PUBLICITY AND USE OF TRADEMARKS OR SERVICE MARKS

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

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

41.  AUTHORIZATION


                                       30

<PAGE>

     41.1.1 Bell Atlantic is a corporation duly organized, validly existing and
     in good standing under the laws of the State of New Jersey 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 Duffy
    ------------------------------------
         Signature
         John Duffy
    ------------------------------------
         Name (Printed)
ITS:     Vice President-Business Development
    ------------------------------------
         Title



BELL ATLANTIC - NEW JERSEY, 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 I, Section 1.1.5, below) accessed by, or disclosed
          or provided to, Reseller.

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

1.2       BELL ATLANTIC OSS SERVICES

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


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<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 Board 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 as
          certain 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

2.0            Reseller acknowledges and agrees that, prior to initiating any
          911/E911 service hereunder, Reseller has sole responsibility for
          notifying and complying with regulations and requirements of the State
          of New Jersey. This includes prior notification to the State of New
          Jersey Director of 911/E911 Services of Reseller's intent to perform
          and the scope of such 911/E911 services. The State of New Jersey
          Director of 911/E911 Services may be contacted at:

               New Jersey Office of Emergency Telecommunications Services
               New Jersey State Police Headquarters
               P. 0. Box 7068
               West Trenton, New Jersey 08628 - 0068
               Attn:       S. Robert Miller, Executive Director
               Telephone:  (609) 882-2000, Extension 2970
               Facsimile:  (609) 882-1463


                                       39

<PAGE>

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

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.


                                       40

<PAGE>

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.

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.


                                       41

<PAGE>

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

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


                                       42

<PAGE>

                                   EXHIBIT II

                        PRICES FOR BELL ATLANTIC SERVICES

1.     BELL ATLANTIC RETAIL TELECOMMUNICATIONS SERVICES

1.1    PRICES

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

1.2    INAPPLICABILITY OF DISCOUNTS

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

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

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

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

1.2.4  Any service or charge which the Board, 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
Board, the FCC, or other governmental entity of appropriate jurisdiction.


                                       43

<PAGE>

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

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

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

2.    BELL ATLANTIC ANCILLARY SERVICES

2.1   PRICES

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

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

2.2   PRICE CHANGES

2.2.1 Bell Atlantic shall change the prices for Bell Atlantic Ancillary
Services, from time-to-time, to the extent such change is required by Applicable
Law, including, but not limited to, by regulation or order of the Board, 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 Board, 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.


                                       44

<PAGE>

                                                                    ATTACHMENT I
                                                                   TO EXHIBIT II

                               BELL ATLANTIC - NEW JERSEY, INC.

                       DETAILED SCHEDULE OF ITEMIZED CHARGES(1)

1. WHOLESALE DISCOUNT FOR RESALE OF RETAIL TELECOMMUNICATIONS SERVICES

   Resale of retail services if Reseller provides    20.03%
   own operator services platform

   Resale of retail services if Reseller uses Bell   17.04%
   Atlantic operator services platform




----------
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, including interim rates, 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 Board 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 Board, the
Parties shall amend this Exhibit II, Attachment 1 to reflect the new approved
rates.

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

         The rates set forth in Sections 11 through IV of this Exhibit II,
Attachment 1, are in addition to, and not in lieu of, any other rates set forth
in this Agreement.

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


<PAGE>

<TABLE>
<CAPTION>

SERVICE OR ELEMENT DESCRIPTION:                       RECURRING CHARGES:                 NON-RECURRING
                                                                                         CHARGE:

<S>                                                   <C>                                <C>

II.  ACCESS TO OPERATION SUPPORT SYSTEMS

     A. PRE-ORDERING                                   $.26/Query                         Not Applicable

     B. ORDERING                                      $4.22/Transaction                  Not Applicable

     C. PROVISIONING                                  Included in Ordering               Not Applicable

     D. MAINTENANCE & REPAIR

        1. ECG ACCESS                                 $.26/Query                         Not Applicable

        2. EB/OSI ACCESS                              $1.18/Trouble Ticket               Not Applicable

     E. BILLING

        1. CD-ROM                                     $249.57/CD-ROM                     Not Applicable

        2. DAILY USAGE FILE

           a. EXISTING MESSAGE RECORDING              $.000262/Message                   Not Applicable

           b. DELIVERY OF DUF

              Data Tape                               $17.40/Tape                        $62.14/Programming
                                                                                         Hour
              Network Data Mover                      $.000101/Message                   Not Applicable

              CMDS                                    $.000101/Message                   $62.14/Programming
                                                                                         Hour
           c. DUF TRANSPORT

                  9.6 kb Communications Port          $10.37/Month                       $7,660.42/Port

                  56 kb Communications Port           $28.63/Month                       $31,727.40/Port

                  256 kb Communications Port          $28.63/Month                       $52,773.67/Port

                  T1 Communications Port              $363.65/Month                      $188,311.65/Port

                  Line Installation                   Not Applicable                     $62.14/Programming
                                                                                         Hour
                  Port Set-up                         Not Applicable                     $9.98/Port

                  Network Control Programming         Not Applicable                     $62.14/Programming
                  Coding                                                                 Hour
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
SERVICE OR ELEMENT DESCRIPTION:                               RECURRING CHARGES:          NON-RECURRING



                                                                                          CHARGE:

<S>                                                           <C>                         <C>
111. DIRECTORY ASSISTANCE/OPERATOR SERVICES
ROUTING

     To Reseller Platform                                     $.31086/Line/Month          $4.83/Line

     To BA Platform for Re-Branding(2)                         .077715/Call                $4.83/Line

IV. LIDB INTERCONNECTION/BILLING VALIDATION
SERVICE

          Calling Card                                        $.016280/Query              Not Applicable

          Billed Number Screening                             $.016280/Query              Not Applicable

          LIDB Point Codes(3)                                   Not Applicable              $86.88/Point Code

          Storage of Requesting Resellers' Data in
          LIDB Database(4)                                      Not Applicable           $1,487.64 Service
                                                                                          Establishment
</TABLE>
---------
         INTERIM RATES UNTIL PERMANENT RATES ARE ESTABLISHED BY THE COMMISSION
         SEE NOTE 2 ABOVE.
         SEE NOTE 2 ABOVE.

<PAGE>



                            APPENDIX 1, ATTACHMENT 23

                 QUALIFIED BUSINESS LINES FOR VOLUME COMMITMENT
                                   NEW JERSEY

<TABLE>

------------------------------------------------------------------------------
<S>                                       <C>           <C>
ACCESS LINES
------------------------------------------------------------------------------
Message Business Service                  1MB           ALS
------------------------------------------------------------------------------
Measured Business Service                 LMB           ALM
------------------------------------------------------------------------------
Flat Rate                                 1FB           AFK
------------------------------------------------------------------------------
Direct Inward Dial Trunks                 TDD           NDT
------------------------------------------------------------------------------
Direct Inward Dial Blocks                 ND8           NDJ
------------------------------------------------------------------------------
PBX Trunks Flat                           TFB           TFR
------------------------------------------------------------------------------
PBX Trunks Measured                       TMB           TM2
------------------------------------------------------------------------------
PBX Digital trunks                        D7Z           D7W
------------------------------------------------------------------------------
</TABLE>
               CENTREX:**
------------------------------------------------------------------------------
**EXCLUDES:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom
Pricing)
2. Centrex systems which serve multiple end user customers
------------------------------------------------------------------------------
<TABLE>

                  CENTREX - CUSTOPAK/CLASS OF SERVICE
------------------------------------------------------------------------------
<S>                                      <C>
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 24

                 PRODUCT AND SERVICES ELIGIBLE FOR VTD DISCOUNT
                                   NEW JERSEY

<TABLE>

--------------------------------------------------------------------------------------------
<S>                                                                 <C>        <C>
ACCESS LINES
--------------------------------------------------------------------------------------------
Message Business Service                                            1MB        ALS
--------------------------------------------------------------------------------------------
Measured Business Service                                           LMB        ALM
--------------------------------------------------------------------------------------------
Flat Rate                                                           1FB        AFK
--------------------------------------------------------------------------------------------
Direct Inward Dial Trunks                                           TDD        NDT
--------------------------------------------------------------------------------------------
Direct Inward Dial Blocks                                           ND8        NDJ
--------------------------------------------------------------------------------------------
PBX Trunks Flat                                                     TFB        TFR
--------------------------------------------------------------------------------------------
PBX Trunks Measured                                                 TMB        TM2
--------------------------------------------------------------------------------------------
PBX Digital trunks                                                  D7Z        D7W
--------------------------------------------------------------------------------------------
</TABLE>

<TABLE>

INTRA-LATA TOLL
# MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
--------------------------------------------------------------------------------------------
<S>                                                                <C>        <C>
Message Rate Service                                                N/A
--------------------------------------------------------------------------------------------
MTS, including Key Connections & Rewarding Connections             VWDK1       WRV
                                                              ------------------------------
Optional Calling Plan but excluding all other OCPs                 OVSXX      OVS4X
--------------------------------------------------------------------------------------------
</TABLE>

<TABLE>

FEATURES
# MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
--------------------------------------------------------------------------------------------
<S>                                                                 <C>        <C>
Touch Tone                                                          TTB        TJB
--------------------------------------------------------------------------------------------
</TABLE>

<TABLE>

IQ SERVICES:
# MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
--------------------------------------------------------------------------------------------
<S>                                                                <C>
Call Forwarding                                                     ESM
--------------------------------------------------------------------------------------------
Call Waiting                                                        ESX
--------------------------------------------------------------------------------------------
Call Waiting ID                                                     NWT
--------------------------------------------------------------------------------------------
Speed Dialing 8                                                     ESL
--------------------------------------------------------------------------------------------
Speed Dialing 30                                                    ESF
--------------------------------------------------------------------------------------------
3 Way Calling (per Use or Monthly)                                  ESC
--------------------------------------------------------------------------------------------
*69 (per Use or Monthly)                                            NSS
--------------------------------------------------------------------------------------------
Call Trace (Per Use Charge)
--------------------------------------------------------------------------------------------
Caller ID                                                           NSD
--------------------------------------------------------------------------------------------
Caller ID with Name                                                 NDF
--------------------------------------------------------------------------------------------
Per Call Blocking (Per Use Charge)
--------------------------------------------------------------------------------------------
Repeat Dialing                                                      NSQ
--------------------------------------------------------------------------------------------
Ultra Forward                                                       FRM
--------------------------------------------------------------------------------------------
Distinctive Ring                                                   DRQ+X
--------------------------------------------------------------------------------------------
Priority Call                                                       NSK
--------------------------------------------------------------------------------------------
Select Forward                                                      NCE
--------------------------------------------------------------------------------------------
Call Block                                                          NSY
--------------------------------------------------------------------------------------------
Call Gate                                                           OC4
--------------------------------------------------------------------------------------------
Anonymous Call Rejection - w/Caller ID                              AWY
--------------------------------------------------------------------------------------------
</TABLE>


                                  Page 1 of 1