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                                                                   Exhibit 10.17
                                           General Terms and Conditions - Part A
                                                                          Page 1

                                   AGREEMENT


          THIS AGREEMENT is made by and between BellSouth Telecommunications,
Inc., ("BellSouth"), a Georgia corporation, and Essential.com, Inc.
("Essential.com"), a Delaware corporation, and shall be deemed effective as of
NOVEMBER 5, 1999. This Agreement may refer to either BellSouth or Essential.com.
or both as a "Party" or "Parties."

                                   WITNESSETH

          WHEREAS, BellSouth is a local exchange telecommunications company
authorized to provide telecommunications services in the states of Alabama,
Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South
Carolina, and Tennessee; and

          WHEREAS, Essential.com is an alternative local exchange
telecommunications company ("CLEC") authorized to provide telecommunications
services in the states of Alabama, Florida, Georgia, Kentucky, Louisiana,
Mississippi, North Carolina, South Carolina, and Tennessee; and

          WHEREAS, the Parties wish to resell BellSouth's telecommunications
services and/or interconnect their facilities, purchase network elements and
other services, and exchange traffic specifically for the purposes of fulfilling
their obligations pursuant to sections 251 and 252 of the Telecommunications Act
of 1996 ("the Act").

          NOW THEREFORE, in consideration of the mutual agreements contained
herein, BellSouth and Essential.com agree as follows:

1.        PURPOSE

          The Parties agree that the rates, terms and conditions contained
          within this Agreement, including all Attachments, comply and conform
          with each Parties' obligations under sections 251 and 252 of the Act.
          The resale, access and interconnection obligations contained herein
          enable Essential.com to provide competing telephone exchange service
          to residential and business subscribers within the territory of
          BellSouth. The Parties agree that Essential.com will not be considered
          to have offered telecommunications services to the public in any state
          within BellSouth's region until such time as it has ordered services
          for resale or interconnection facilities for the purposes of providing
          business and/or residential local exchange service to customers.


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                                           General Terms and Conditions - Part A
                                                                          Page 2

     2.   TERM OF THE AGREEMENT

     2.1  The term of this Agreement shall be two years, beginning NOVEMBER 5,
          1999, and shall apply to the state(s) of Alabama, Florida, Georgia,
          Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and
          Tennessee. If as of the expiration of this Agreement, a Subsequent
          Agreement (as defined in Section 2.2 below) has not been executed by
          the Parties, this Agreement shall continue on a month-to-month basis
          while a Subsequent Agreement is being negotiated. The Parties' rights
          and obligations with respect to this Agreement after expiration shall
          be as set forth in Section 2.4 below.

     2.2  The Parties agree that by no later than one hundred and eighty (180)
          days prior to the expiration of this Agreement, they shall commence
          negotiations with regard to the terms, conditions and prices of resale
          and/or local interconnection to be effective beginning on the
          expiration date of this Agreement ("Subsequent Agreement").

     2.3  If, within one hundred and thirty-five (135) days of commencing the
          negotiation referred to in Section 2.2, above, the Parties are unable
          to satisfactorily negotiate new resale and/or local interconnection
          terms, conditions and prices, either Party may petition the Commission
          to establish appropriate local interconnection and/or resale
          arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in
          such event, they shall encourage the Commission to issue its order
          regarding the appropriate local interconnection and/or resale
          arrangements no later than the expiration date of this Agreement. The
          Parties further agree that in the event the Commission does not issue
          its order prior to the expiration date of this Agreement, or if the
          Parties continue beyond the expiration date of this Agreement to
          negotiate the local interconnection and/or resale arrangements without
          Commission intervention, the terms, conditions and prices ultimately
          ordered by the Commission, or negotiated by the Parties, will be
          effective retroactive to the day following the expiration date of this
          Agreement.

     2.4  Notwithstanding the foregoing, in the event that as of the date of
          expiration of this Agreement and conversion of this Agreement to a
          month-to-month term, the Parties have not entered into a Subsequent
          Agreement and either no arbitration proceeding has been filed in
          accordance with Section 2.3 above, or the Parties have not mutually
          agreed (where permissible) to extend the arbitration window for
          petitioning the applicable Commission(s) for resolution of those terms
          upon which the Parties have not agreed, then either Party may
          terminate this Agreement upon sixty (60) days notice to the other
          Party. In the event that BellSouth terminates this Agreement as
          provided above, BellSouth shall continue to offer services to
          Essential.com pursuant to the terms, conditions and rates set forth in
          BellSouth's Statement of Generally Available Terms (SGAT) to the
          extent an SGAT has been approved by the applicable Commission(s). If
          any state Commission has not approved a BellSouth SGAT, then upon
          BellSouth's termination of this Agreement as provided herein,
          BellSouth will continue to


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                                           General Terms and Conditions - Part A
                                                                          Page 3

          provide services to Essential.com pursuant to BellSouth's then current
          standard interconnection agreement. In the event that the SGAT or
          BellSouth's standard interconnection agreement becomes effective as
          between the Parties, the Parties may continue to negotiate a
          Subsequent Agreement, and the terms of such Subsequent Agreement shall
          be effective retroactive to the day following expiration of this
          Agreement.

     3.   ORDERING PROCEDURES

     3.1  Essential.com shall provide BellSouth its Carrier Identification Code
          (CIC), Operating Company Number (OCN), Group Access Code (GAC) and
          Access Customer Name and Address (ACNA) code as applicable prior to
          placing its first order.

     3.2  The Parties agree to adhere to the BellSouth Local Interconnection and
          Facility Based Ordering Guide and Resale Ordering Guide, as
          appropriate for the services ordered.

     3.3  Essential.com shall pay charges for Operational Support Systems (OSS)
          as set forth in this Agreement in Attachment 1 and/or in Attachment 2,
          3, 5 and 7 as applicable.

     4.   PARITY

          When Essential.com purchases, pursuant to Attachment 1 of this
          Agreement, telecommunications services from BellSouth for the purposes
          of resale to end users, BellSouth shall provide said services so that
          the services are equal in quality, subject to the same conditions, and
          provided within the same provisioning time intervals that BellSouth
          provides to its affiliates, subsidiaries and end users. To the extent
          technically feasible, the quality of a Network Element, as well as the
          quality of the access to such Network Element provided by BellSouth to
          Essential.com shall be at least equal in quality to that which
          BellSouth provides to itself. The quality of the interconnection
          between the networks of BellSouth and the network of Essential.com
          shall be at a level that is equal to that which BellSouth provides
          itself, a subsidiary, an Affiliate, or any other party. The
          interconnection facilities shall be designed to meet the same
          technical criteria and service standards that are used within
          BellSouth's network and shall extend to a consideration of service
          quality as perceived by end users and service quality as perceived by
          Essential.com.

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                                           General Terms and Conditions - Part A
                                                                          Page 4

     5.   WHITE PAGES LISTINGS

          BellSouth shall provide Essential.com and their customers access to
          white pages directory listings under the following terms:

     5.1  LISTINGS. BellSouth or its agent will include Essential.com
          residential and business customer listings in the appropriate White
          Pages (residential and business) or alphabetical directories.
          Directory listings will make no distinction between Essential.com and
          BellSouth subscribers.

     5.2  RATES. Subscriber primary listing information in the White Pages shall
          be provided at no charge to Essential.com or its subscribers provided
          that Essential.com provides subscriber listing information to
          BellSouth at no charge

     5.3  PROCEDURES FOR SUBMITTING ESSENTIAL.COM SUBSCRIBER INFORMATION.
          BellSouth will provide to Essential.com a magnetic tape or computer
          disk containing the proper format for submitting subscriber listings.
          Essential.com will be required to provide BellSouth with directory
          listings and daily updates to those listings, including new, changed,
          and deleted listings, in an industry-accepted format. These procedures
          are detailed in BellSouth's Local Interconnection and Facility Based
          Ordering Guide.

     5.4  UNLISTED/NON-PUBLISHED SUBSCRIBERS. Essential.com will be required to
          provide to BellSouth the names, addresses and telephone numbers of all
          Essential.com customers that wish to be omitted from directories.

     5.5  INCLUSION OF ESSENTIAL.COM CUSTOMERS IN DIRECTORY ASSISTANCE DATABASE.
          BellSouth will include and maintain Essential.com subscriber listings
          in BellSouth's directory assistance databases at no charge. BellSouth
          and Essential.com will formulate appropriate procedures regarding
          lead time, timeliness, format and content of listing information.

     5.6  LISTING INFORMATION CONFIDENTIALITY. BellSouth will accord
          Essential.com's directory listing information the same level of
          confidentiality that BellSouth accords its own directory listing
          information, and BellSouth shall limit access to Essential.com's
          customer proprietary confidential directory information to those
          BellSouth employees who are involved in the preparation of listings.

     5.7  OPTIONAL LISTINGS. Additional listings and optional listings will be
          offered by BellSouth at tariffed rates as set forth in the General
          Subscriber Services Tariff.

     5.8  DELIVERY. BellSouth or its agent shall deliver White Pages directories
          to Essential.com subscribers at no charge.


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                                           General Terms and Conditions - Part A
                                                                          Page 5

     6.   BONA FIDE REQUEST/NEW BUSINESS REQUEST PROCESS FOR FURTHER UNBUNDLING

          If Essential.com is a facilities based provider or a facilities based
          and resale provider, this section shall apply. BellSouth shall, upon
          request of Essential.com, provide to Essential.com access to its
          network elements at any technically feasible point for the provision
          of Essential.com's telecommunications service where such access is
          necessary and failure to provide access would impair the ability of
          Essential.com to provide services that it seeks to offer. Any request
          by Essential.com for access to a network element, interconnection
          option, or for the provisioning of any service or product that is not
          already available shall be treated as a Bona Fide Request/New Business
          Request, and shall be submitted to BellSouth pursuant to the Bona Fide
          Request/New Business Request process set forth following.

     6.1  A Bona Fide Request/New Business Request shall be submitted in writing
          to Essential.com's Account Manager by Essential.com and shall
          specifically identify the requested service date, technical
          requirements, space requirements and/or such specifications that
          clearly define the request such that BellSouth has sufficient
          information to analyze and prepare a response. Such a request also
          shall include a Essential.com's designation of the request as being
          (i) pursuant to the Telecommunications Act of 1996 or (ii) pursuant to
          the needs of the business.

     7.   COURT ORDERED REQUESTS FOR CALL DETAIL RECORDS AND OTHER SUBSCRIBER
          INFORMATION.

          To the extent technically feasible, BellSouth maintains call detail
          records for Essential.com end users for limited time periods and can
          respond to subpoenas and court ordered requests for this information.
          BellSouth shall maintain such information for Essential.com end users
          for the same length of time it maintains such information for its own
          end users.

     7.1  Essential.com agrees that BellSouth will respond to subpoenas and
          court ordered requests delivered directly to BellSouth for the purpose
          of providing call detail records when the targeted telephone numbers
          belong to Essential.com end users. Billing for such requests will be
          generated by BellSouth and directed to the law enforcement agency
          initiating the request

     7.2  Essential.com agrees that in cases where Essential.com receives
          subpoenas or court ordered requests for call detail records for
          targeted telephone numbers belonging to Essential.com end users,
          Essential.com will advise the law enforcement agency initiating the
          request to redirect the subpoena or court ordered request to
          BellSouth. Billing for call detail information will be generated by
          BellSouth and directed to the law enforcement agency initiating the
          request.


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                                           General Terms and Conditions - Part A
                                                                          Page 6

       7.3    In cases where the timing of the response to the law enforcement
              agency prohibits Essential.com from having the subpoena or court
              ordered request redirected to BellSouth by the law enforcement
              agency, Essential.com will furnish the official request to
              BellSouth for providing the call detail information. BellSouth
              will provide the call detail records to Essential.com and bill
              Essential.com for the information. Essential.com agrees to
              reimburse BellSouth for the call detail information provided.

       7.4    Essential.com will provide Essential.com end user and/or other
              customer information that is available to Essential.com in
              response to subpoenas and court orders for their own customer
              records. BellSouth will redirect subpoenas and court ordered
              requests for Essential.com end user and/or other customer
              information to Essential.com for the purpose of providing this
              information to the law enforcement agency.

       8.     LIABILITY AND INDEMNIFICATION

       8.1    BELLSOUTH LIABILITY. BellSouth shall take financial responsibility
              for its own actions in causing, or its lack of action in
              preventing, unbillable or uncollectible Essential.com revenues.

       8.2    ESSENTIAL.COM LIABILITY. In the event that Essential.com consists
              of two (2) or more separate entities as set forth in the preamble
              to this Agreement, all such entities shall be jointly and
              severally liable for the obligations of Essential.com under this
              Agreement.

       8.3    LIABILITY FOR ACTS OR OMISSIONS OF THIRD PARTIES. Neither
              BellSouth nor Essential.com shall be liable for any act or
              omission of another telecommunications company providing a portion
              of the services provided under this Agreement.

       8.4    LIMITATION OF LIABILITY.

       8.4.1  Each Party's liability to the other for any loss, cost, claim,
              injury or liability or expense, including reasonable attorney's
              fees relating to or arising out of any negligent act or omission
              in its performance of this Agreement whether in contract or in
              tort, shall be limited to a credit for the actual cost of the
              services or functions not performed or improperly performed.

       8.4.2  LIMITATIONS IN TARIFFS. A Party may, in its sole discretion,
              provide in its tariffs and contracts with its Customer and third
              parties that relate to any service, product or function provided
              or contemplated under this Agreement, that to the maximum extent
              permitted by Applicable Law, such Party shall not be liable to
              Customer or third Party for (i) any Loss relating to or arising
              out of this Agreement whether in contract, tort or otherwise, that
              exceeds the amount such Party would have

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                                           General Terms and Conditions - Part A
                                                                          Page 7

              charged that applicable person for the service, product or
              function that gave rise to such Loss and (ii) Consequential
              Damages. To the extent that a Party elects not to place in its
              tariffs or contracts such limitations of liability, and the other
              Party incurs a Loss as a result thereof, such Party shall
              indemnify and reimburse the other Party for that portion of the
              Loss that would have been limited had the first Party included in
              its tariffs and contracts the limitations of liability that such
              other Party included in its own tariffs at the time of such Loss.

       8.4.3  Neither BellSouth nor Essential.com shall be liable for damages to
              the other's terminal location, POI or other company's customers'
              premises resulting from the furnishing of a service, including,
              but not limited to, the installation and removal of equipment or
              associated wiring, except to the extent caused by a company's
              negligence or willful misconduct or by a company's failure to
              properly ground a local loop after disconnection.

       8.4.4  Under no circumstance shall a Party be responsible or liable for
              indirect, incidental, or consequential damages, including, but not
              limited to, economic loss or lost business or profits, damages
              arising from the use or performance of equipment or software, or
              the loss of use of software or equipment, or accessories attached
              thereto, delay, error, or loss of data. In connection with this
              limitation of liability, each Party recognizes that the other
              Party may, from time to time, provide advice, make
              recommendations, or supply other analyses related to the Services,
              or facilities described in this Agreement, and, while each Party
              shall use diligent efforts in this regard, the Parties acknowledge
              and agree that this limitation of liability shall apply to
              provision of such advice, recommendations, and analyses.

       8.5    INDEMNIFICATION FOR CERTAIN CLAIMS. The Party providing services
              hereunder, its affiliates and its parent company, shall be
              indemnified, defended and held harmless by the Party receiving
              services hereunder against any claim, loss or damage arising from
              the receiving company's use of the services provided under this
              Agreement pertaining to (1) claims for libel, slander or invasion
              of privacy arising from the content of the receiving company's own
              communications, or (2) any claim, loss or damage claimed by the
              customer of the Party receiving services arising from such
              company's use or reliance on the providing company's services,
              actions, duties, or obligations arising out of this Agreement.

       8.6    DISCLAIMER. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN
              THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR
              WARRANTIES TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF
              ANY SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT. THE
              PARTIES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF
              MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM
              COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE.


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                                           General Terms and Conditions - Part A
                                                                          Page 8

       9.     INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION

       9.1    NO LICENSE. No patent, copyright, trademark or other proprietary
              right is licensed, granted or otherwise transferred by this
              Agreement. Essential.com is strictly prohibited from any use,
              including but not limited to in sales, in marketing or advertising
              of telecommunications services, of any BellSouth name, service
              mark or trademark.

       9.2    OWNERSHIP OF INTELLECTUAL PROPERTY. Any intellectual property
              which originates from or is developed by a Party shall remain in
              the exclusive ownership of that Party. Except for a limited
              license to use patents or copyrights to the extent necessary for
              the Parties to use any facilities or equipment (including
              software) or to receive any service solely as provided under this
              Agreement, no license in patent, copyright, trademark or trade
              secret, or other proprietary or intellectual property right now or
              hereafter owned, controlled or licensable by a Party, is granted
              to the other Party or shall be implied or arise by estoppel. It is
              the responsibility of each Party to ensure at no additional cost
              to the other Party that it has obtained any necessary licenses in
              relation to intellectual property of third Parties used in its
              network that may be required to enable the other Party to use any
              facilities or equipment (including software), to receive any
              service, or to perform its respective obligations under this
              Agreement.

       9.3    INDEMNIFICATION. The Party providing a service pursuant to this
              Agreement will defend the Party receiving such service or data
              provided as a result of such service against claims of
              infringement arising solely from the use by the receiving Party of
              such service and will indemnify the receiving Party for any
              damages awarded based solely on such claims in accordance with
              Section 8 of this Agreement.

       9.4    CLAIM OF INFRINGEMENT. In the event that use of any facilities or
              equipment (including software), becomes, or in reasonable judgment
              of the Party who owns the affected network is likely to become,
              the subject of a claim, action, suit, or proceeding based on
              intellectual property infringement, then said Party shall promptly
              and at its sole expense, but subject to the limitations of
              liability set forth below:

       9.4.1  modify or replace the applicable facilities or equipment
              (including software) while maintaining form and function, or

       9.4.2  obtain a license sufficient to allow such use to continue.

       9.4.3  In the event 9.4.1 or 9.4.2 are commercially unreasonable, then
              said Party may, terminate, upon reasonable notice, this contract
              with respect to use of, or services provided through use of, the
              affected facilities or equipment (including software), but solely
              to the extent required to avoid the infringement claim.


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                                           General Terms and Conditions - Part A
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       9.5    EXCEPTION TO OBLIGATIONS. Neither Party's obligations under this
              Section shall apply to the extent the infringement is caused by:
              (i) modification of the facilities or equipment (including
              software) by the indemnitee; (ii) use by the indemnitee of the
              facilities or equipment (including software) in combination with
              equipment or facilities (including software) not provided or
              authorized by the indemnitor provided the facilities or equipment
              (including software) would not be infringing if used alone; (iii)
              conformance to specifications of the indemnitee which would
              necessarily result in infringement; or (iv) continued use by the
              indemnitee of the affected facilities or equipment (including
              software) after being placed on notice to discontinue use as set
              forth herein.

       9.6    EXCLUSIVE REMEDY. The foregoing shall constitute the Parties' sole
              and exclusive remedies and obligations with respect to a third
              party claim of intellectual property infringement arising out of
              the conduct of business under this Agreement.

       10.    TREATMENT OF PROPRIETARY AND CONFIDENTIAL INFORMATION

       10.1   CONFIDENTIAL INFORMATION. It may be necessary for BellSouth and
              Essential.com to provide each other with certain confidential
              information, including trade secret information, including but not
              limited to, technical and business plans, technical information,
              proposals, specifications, drawings, procedures, customer account
              data, call detail records and like information (hereinafter
              collectively referred to as "Information"). All Information shall
              be in writing or other tangible form and clearly marked with a
              confidential, private or proprietary legend and that the
              Information will be returned to the owner within a reasonable
              time. The Information shall not be copied or reproduced in any
              form. BellSouth and Essential.com shall receive such Information
              and not disclose such Information. BellSouth and Essential.com
              shall protect the Information received from distribution,
              disclosure or dissemination to anyone except employees of
              BellSouth and Essential.com with a need to know such Information
              and which employees agree to be bound by the terms of this
              Section. BellSouth and Essential.com will use the same standard
              of care to protect Information received as they would use to
              protect their own confidential and proprietary Information.

       10.2   EXCEPTION TO OBLIGATION. Notwithstanding the foregoing, there will
              be no obligation on BellSouth or Essential.com to protect any
              portion of the Information that is: (1) made publicly available by
              the owner of the Information or lawfully disclosed by a Party
              other than BellSouth or Essential.com; (2) lawfully obtained from
              any source other than the owner of the Information; or (3)
              previously known to the receiving Party without an obligation to
              keep it confidential.

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                                           General Terms and Conditions - Part A
                                                                         Page 10

       11.    ASSIGNMENTS

              Any assignment by either Party to any non-affiliated entity of any
              right, obligation or duty, or of any other interest hereunder, in
              whole or in part, without the prior written consent of the other
              Party shall be void. A Party may assign this Agreement or any
              right, obligation, duty or other interest hereunder to an
              Affiliate company of the Party without the consent of the other
              Party. All obligations and duties of any Party under this
              Agreement shall be binding on all successors in interest and
              assigns of such Party. No assignment or delegation hereof shall
              relieve the assignor of its obligations under this Agreement in
              the event that the assignee fails to perform such obligations.

       12.    RESOLUTION OF DISPUTES

              Except as otherwise stated in this Agreement, the Parties agree
              that if any dispute arises as to the interpretation of any
              provision of this Agreement or as to the proper implementation of
              this Agreement, either Party may petition the Commission for a
              resolution of the dispute. However, each Party reserves any rights
              it may have to seek judicial review of any ruling made by the
              Commission concerning this Agreement.

       13.    TAXES

       13.1   DEFINITION. For purposes of this Section, the terms "taxes" and
              "fees" shall include but not limited to federal, state or local
              sales, use, excise, gross receipts or other taxes or tax-like fees
              of whatever nature and however designated (including tariff
              surcharges and any fees, charges or other payments, contractual or
              otherwise, for the use of public streets or rights of way, whether
              designated as franchise fees or otherwise) imposed, or sought to
              be imposed, on or with respect to the services furnished hereunder
              or measured by the charges or payments therefore, excluding any
              taxes levied on income.

       13.2   TAXES AND FEES IMPOSED DIRECTLY ON EITHER PROVIDING PARTY OR
              PURCHASING PARTY.

       13.2.1 Taxes and fees imposed on the providing Party, which are not
              permitted or required to be passed on by the providing Party to
              its customer, shall be borne and paid by the providing Party.

       13.2.2 Taxes and fees imposed on the purchasing Party, which are not
              required to be collected and/or remitted by the providing Party,
              shall be borne and paid by the purchasing Party.

       13.3   TAXES AND FEES IMPOSED ON PURCHASING PARTY BUT COLLECTED AND
              REMITTED BY PROVIDING PARTY.


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                                           General Terms and Conditions - Part A
                                                                         Page 11

       13.3.1 Taxes and fees imposed on the purchasing Party shall be borne by
              the purchasing Party, even if the obligation to collect and/or
              remit such taxes or fees is placed on the providing Party.

       13.3.2 To the extent permitted by applicable law, any such taxes and/or
              fees shall be shown as separate items on applicable billing
              documents between the Parties. Notwithstanding the foregoing, the
              purchasing Party shall remain liable for any such taxes and fees
              regardless of whether they are actually billed by the providing
              Party at the time that the respective service is billed.

       13.3.3 If the purchasing Party determines that in its opinion any such
              taxes or fees are not payable, the providing Party shall not bill
              such taxes or fees to the purchasing Party if the purchasing Party
              provides written certification, reasonably satisfactory to the
              providing Party, stating that it is exempt or otherwise not
              subject to the tax or fee, setting forth the basis therefor, and
              satisfying any other requirements under applicable law. If any
              authority seeks to collect any such tax or fee that the purchasing
              Party has determined and certified not to be payable, or any such
              tax or fee that was not billed by the providing Party, the
              purchasing Party may contest the same in good faith, at its own
              expense. In any such contest, the purchasing Party shall promptly
              furnish the providing Party with copies of all filings in any
              proceeding, protest, or legal challenge, all rulings issued in
              connection therewith, and all correspondence between the
              purchasing Party and the taxing authority.

       13.3.4 In the event that all or any portion of an amount sought to be
              collected must be paid in order to contest the imposition of any
              such tax or fee, or to avoid the existence of a lien on the assets
              of the providing Party during the pendency of such contest, the
              purchasing Party shall be responsible for such payment and shall
              be entitled to the benefit of any refund or recovery.

       13.3.5 If it is ultimately determined that any additional amount of such
              a tax or fee is due to the imposing authority, the purchasing
              Party shall pay such additional amount, including any interest and
              penalties thereon.

       13.3.6 Notwithstanding any provision to the contrary, the purchasing
              Party shall protect, indemnify and hold harmless (and defend at
              the purchasing Party's expense) the providing Party from and
              against any such tax or fee, interest or penalties thereon, or
              other charges or payable expenses (including reasonable attorney
              fees) with respect thereto, which are incurred by the providing
              Party in connection with any claim for or contest of any such tax
              or fee.

       13.3.7 Each Party shall notify the other Party in writing of any
              assessment, proposed assessment or other claim for any additional
              amount of such a tax or fee by a taxing authority; such notice to
              be provided, if possible, at least ten (10) days prior to the date
              by which a response, protest or other appeal must be filed, but in
              no event later than thirty (30) days after receipt of such
              assessment, proposed assessment or claim.


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                                           General Terms and Conditions - Part A
                                                                         Page 12

       13.4   TAXES AND FEES IMPOSED ON PROVIDING PARTY BUT PASSED ON TO
              PURCHASING PARTY.

       13.4.1 Taxes and fees imposed on the providing Party, which are permitted
              or required to be passed on by the providing Party to its
              customer, shall be borne by the purchasing Party.

       13.4.2 To the extent permitted by applicable law, any such taxes and/or
              fees shall be shown as separate items on applicable billing
              documents between the Parties. Notwithstanding the foregoing, the
              purchasing Party shall remain liable for any such taxes and fees
              regardless of whether they are actually billed by the providing
              Party at the time that the respective service is billed.

       13.4.3 If the purchasing Party disagrees with the providing Party's
              determination as to the application or basis for any such tax or
              fee, the Parties shall consult with respect to the imposition and
              billing of such tax or fee. Notwithstanding the foregoing, the
              providing Party shall retain ultimate responsibility for
              determining whether and to what extent any such taxes or fees are
              applicable, and the purchasing Party shall abide by such
              determination and pay such taxes or fees to the providing Party.
              The providing Party shall further retain ultimate responsibility
              for determining whether and how to contest the imposition of such
              taxes and fees; provided, however, that any such contest
              undertaken at the request of the purchasing Party shall be at the
              purchasing Party's expense.

       13.4.4 In the event that all or any portion of an amount sought to be
              collected must be paid in order to contest the imposition of any
              such tax or fee, or to avoid the existence of a lien on the assets
              of the providing Party during the pendency of such contest, the
              purchasing Party shall be responsible for such payment and shall
              be entitled to the benefit of any refund or recovery.

       13.4.5 If it is ultimately determined that any additional amount of such
              a tax or fee is due to the imposing authority, the purchasing
              Party shall pay such additional amount, including any interest and
              penalties thereon.

       13.4.6 Notwithstanding any provision to the contrary, the purchasing
              Party shall protect indemnify and hold harmless (and defend at the
              purchasing Party's expense) the providing Party from and against
              any such tax or fee, interest or penalties thereon, or other
              reasonable charges or payable expenses (including reasonable
              attorney fees) with respect thereto, which are incurred by the
              providing Party in connection with any claim for or contest of any
              such tax or fee.

       13.4.7 Each Party shall notify the other Party in writing of any
              assessment, proposed assessment or other claim for any additional
              amount of such a tax or fee by a taxing authority; such notice to
              be provided, if possible, at least ten (10) days prior to the date
              by which a response, protest or other appeal must be filed, but in

<PAGE>

                                           General Terms and Conditions - Part A
                                                                         Page 13

              no event later than thirty (30) days after receipt of such
              assessment, proposed assessment or claim.

       13.5   MUTUAL COOPERATION. In any contest of a tax or fee by one Party,
              the other Party shall cooperate fully by providing records,
              testimony and such additional information or assistance as may
              reasonably be necessary to pursue the contest. Further, the other
              Party shall be reimbursed for any reasonable and necessary
              out-of-pocket copying and travel expenses incurred in assisting in
              such contest.

       14.    FORCE MAJEURE

              In the event performance of this Agreement, or any obligation
              hereunder, is either directly or indirectly prevented, restricted,
              or interfered with by reason of fire, flood, earthquake or like
              acts of God, wars, revolution, civil commotion, explosion, acts of
              public enemy, embargo, acts of the government in its sovereign
              capacity, labor difficulties, including without limitation,
              strikes, slowdowns, picketing, or boycotts, unavailability of
              equipment from vendor, changes requested by Customer, or any other
              circumstances beyond the reasonable control and without the fault
              or negligence of the Party affected, the Party affected, upon
              giving prompt notice to the other Party, shall be excused from
              such performance on a day-to-day basis to the extent of such
              prevention, restriction, or interference (and the other Party
              shall likewise be excused from performance of its obligations on a
              day-to-day basis until the delay, restriction or interference has
              ceased); provided however, that the Party so affected shall use
              diligent efforts to avoid or remove such causes of non-performance
              and both Parties shall proceed whenever such causes are removed or
              cease.

       15.    YEAR 2000 COMPLIANCE

              Each Party warrants that it has implemented a program the goal of
              which is to ensure that all software, hardware and related
              materials (collectively called "Systems") delivered, connected
              with BellSouth or supplied in the furtherance of the terms and
              conditions specified in this Agreement: (i) will record, store,
              process and display calendar dates falling on or after January 1,
              2000, in the same manner, and with the same functionality as such
              software records, stores, processes and calendar dates falling on
              or before December 31, 1999; and (ii) shall include without
              limitation date data century recognition, calculations that
              accommodate same century and multicentury formulas and date
              values, and date data interface values that reflect the century.

       16.    MODIFICATION OF AGREEMENT

       16.1   BellSouth shall make available, pursuant to 47 USC Section 252
              and the FCC rules and regulations regarding such availability,
              to Essential.com any interconnection, service, or network
              element provided under any other agreement filed and approved
              pursuant to 47 USC Section 252. The Parties shall adopt all
              rates, terms and conditions

<PAGE>

                                           General Terms and Conditions - Part A
                                                                         Page 14

              concerning such other interconnection, service or network element
              and any other rates, terms and conditions that are interrelated or
              were negotiated in exchange for or in conjunction with the
              interconnection, service or network element being adopted. The
              adopted interconnection, service, or network element and agreement
              shall apply to the same states as such other agreement and for the
              identical term of such other agreement.

       16.2   If Essential.com. changes its name or makes changes to its company
              structure or identity due to a merger, acquisition, transfer or
              any other reason, it is the responsibility of Essential.com to
              notify BellSouth of said change and request that an amendment to
              this Agreement, if necessary, be executed to reflect said change.

       16.3   No modification, amendment, supplement to, or waiver of the
              Agreement or any of its provisions shall be effective and binding
              upon the Parties unless it is made in writing and duly signed by
              the Parties.

       16.4   Execution of this Agreement by either Party does not confirm or
              infer that the executing Party agrees with any decision(s) issued
              pursuant to the Telecommunications Act of 1996 and the
              consequences of those decisions on specific language in this
              Agreement. Neither Party waives its rights to appeal or otherwise
              challenge any such decision(s) and each Party reserves all of its
              rights to pursue any and all legal and/or equitable remedies,
              including appeals of any such decision(s).

       16.5   In the event that any final and nonappealable legislative,
              regulatory, judicial or other legal action materially affects any
              material terms of this Agreement, or the ability of Essential.com.
              or BellSouth to perform any material terms of this Agreement,
              Essential.com or BellSouth may, on thirty (30) days' written
              notice require that such terms be renegotiated, and the Parties
              shall renegotiate in good faith such mutually acceptable new terms
              as may be required. In the event that such new terms are not
              renegotiated within ninety (90) days after such notice, the
              Dispute shall be referred to the Dispute Resolution procedure set
              forth in Section 12.

       16.6   If any provision of this Agreement, or the application of such
              provision to either Party or circumstance, shall be held invalid,
              the remainder of the Agreement, or the application of any such
              provision to the Parties or circumstances other than those to
              which it is held invalid, shall not be effective thereby, provided
              that the Parties shall attempt to reformulate such invalid
              provision to give effect to such portions thereof as may be valid
              without defeating the intent of such provision.

       17.    WAIVERS

              A failure or delay of either Party to enforce any of the
              provisions hereof, to exercise any option which is herein
              provided, or to require performance of any of the provisions
              hereof shall in no way be construed to be a waiver of such
              provisions or options, and each Party, notwithstanding such
              failure, shall have the right thereafter

<PAGE>

                                           General Terms and Conditions - Part A
                                                                         Page 15

              to insist upon the specific performance of any and all of the
              provisions of this Agreement.

       18.    GOVERNING LAW

              This Agreement shall be governed by, and construed and enforced in
              accordance with, the laws of the State of Georgia, without regard
              to its conflict of laws principles.

       19.    ARM'S LENGTH NEGOTIATIONS

              This Agreement was executed after arm's length negotiations
              between the undersigned Parties and reflects the conclusion of the
              undersigned that this Agreement is in the best interests of all
              Parties.

       20.    NOTICES

       20.1   Every notice, consent, approval, or other communications required
              or contemplated by this Agreement shall be in writing and shall be
              delivered in person or given by postage prepaid mail, address to:

                           BELLSOUTH TELECOMMUNICATIONS, INC.

                           CLEC Account Team
                           9th Floor
                           600 North 19th Street
                           Birmingham, Alabama 35203

                           and

                           General Attorney - COU
                           Suite 4300
                           675 W. Peachtree St.
                           Atlanta, GA 30375

                           Essential.com, Inc.
                           3 BURLINGTON WOODS DRIVE
                           Fourth Floor
                           Burlington, MA 01803
                           Attn: Pat Grady
                           (781) 229-9599x156

              or at such other address as the intended recipient previously
              shall have designated by written notice to the other Party.

<PAGE>

                                           General Terms and Conditions - Part A
                                                                         Page 16

       20.2   Where specifically required, notices shall be by certified or
              registered mail. Unless otherwise provided in this Agreement,
              notice by mail shall be effective on the date it is officially
              recorded as delivered by return receipt or equivalent, and in the
              absence of such record of delivery, it shall be presumed to have
              been delivered the fifth day, or next business day after the fifth
              day, after it was deposited in the mails.

       20.3   BellSouth shall provide Essential.com notice via Internet posting
              of price changes and of changes to the terms and conditions of
              services available for resale.

       21.    RULE OF CONSTRUCTION

              No rule of construction requiring interpretation against the
              drafting Party hereof shall apply in the interpretation of this
              Agreement.

       22.    HEADINGS OF NO FORCE OR EFFECT

              The headings of Articles and Sections of this Agreement are for
              convenience of reference only, and shall in no way define, modify
              or restrict the meaning or interpretation of the terms or
              provisions of this Agreement.

       23.    MULTIPLE COUNTERPARTS

              This Agreement may be executed multiple counterparts, each of
              which shall be deemed an original, but all of which shall together
              constitute but one and the same document.

       24.    IMPLEMENTATION OF AGREEMENT

              If Essential.com is a facilities based provider or a facilities
              based and resale provider, this section shall apply. Within 60
              days of the execution of this Agreement, the Parties will adopt a
              schedule for the implementation of the Agreement. The schedule
              shall state with specificity time frames for submission of
              including but not limited to, network design, interconnection
              points, collocation arrangement requests, pre-sales testing and
              full operational time frames for the business and residential
              markets. An implementation template to be used for the
              implementation schedule is contained in Attachment 10 of this
              Agreement.

       25.    FILING OF AGREEMENT

              Upon execution of this Agreement it shall be filed with the
              appropriate state regulatory agency pursuant to the requirements
              of Section 252 of the Act. If the regulatory agency imposes any
              filing or public interest notice fees regarding the filing or
              approval of the Agreement, Essential.com shall be responsible for


<PAGE>

                                           General Terms and Conditions - Part A
                                                                         Page 17

              publishing the required notice and the publication and/or notice
              costs shall be borne by Essential.com.

       26.    ENTIRE AGREEMENT

              This Agreement and its Attachments, incorporated herein by this
              reference, sets forth the entire understanding and supersedes
              prior Agreements between the Parties relating to the subject
              matter contained herein and merges all prior discussions between
              them, and neither Party shall be bound by any definition,
              condition, provision, representation, warranty, covenant or
              promise other than as expressly stated in this Agreement or as is
              contemporaneously or subsequently set forth in writing and
              executed by a duly authorized officer or representative of the
              Party to be bound thereby.

              THIS AGREEMENT MAY INCLUDE ATTACHMENTS WITH PROVISIONS FOR THE
              FOLLOWING SERVICES:

              Network Elements and Other Services
              Local Interconnection
              Resale
              Collocation

              THE FOLLOWING SERVICES ARE INCLUDED AS OPTIONS FOR PURCHASE BY
              ESSENTIAL.COM. ESSENTIAL.COM SHALL ELECT SAID SERVICES BY WRITTEN
              REQUEST TO ITS ACCOUNT MANAGER IF APPLICABLE.

              Optional Daily Usage File (ODUF)
              Enhanced Optional Daily Usage File (EODUF)
              Access Daily Usage File (ADUF)
              Line Information Database (LIDB) Storage
              Centralized Message Distribution Service (CMDS)
              Calling Name (CNAM)

<PAGE>

                                           General Terms and Conditions - Part A
                                                                         Page 18

IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year
above first written.

BELLSOUTH TELECOMMUNICATIONS, INC.             ESSENTIAL.COM, INC.


/s/ Jerry D. Hendrix                           /s/ Akhil Garland
-------------------------------------          -------------------------------
          Signature                                  Signature
-------------------------------------          -------------------------------

Jerry D. Hendrix                                Akhil Garland
-------------------------------------          -------------------------------
          Name                                       Name

Sr. Director - Interconnection Svcs             President & CEO
-------------------------------------          -------------------------------
          Title                                      Title

         11/1/99                                    10-27-99
-------------------------------------          -------------------------------
          Date                                       Date

<PAGE>

                                           General Terms and Conditions - Part A
                                                                         Page 19

                                   DEFINITIONS

AFFILIATE is defined as a person that (directly or indirectly) owns or controls,
is owned or controlled by, or is under common ownership or control with, another
person. For purposes of this paragraph, the term "own" means to own an equity
interest (or equivalent thereof) of more than 10 percent.

CENTRALIZED MESSAGE DISTRIBUTION SYSTEM is the Telcordia (formerly BellCore)
administered national system, based in Kansas City, Missouri, used to exchange
Exchange Message Interface (EMI) formatted data among host companies.

COMMISSION is defined as the appropriate regulatory agency in each of
BellSouth's nine state region, Alabama, Florida, Georgia, Kentucky, Louisiana,
Mississippi, North Carolina, South Carolina, and Tennessee.

DAILY USAGE FILE is the compilation of messages or copies of messages in
standard Exchange Message Interface (EMI) format exchanged from BellSouth to an
CLEC.

EXCHANGE MESSAGE INTERFACE is the nationally administered standard format for
the exchange of data among the Exchange Carriers within the telecommunications
industry.

INFORMATION SERVICE means the offering of a capability for generating,
acquiring, storing, transforming, processing, retrieving, utilizing, or making
available information via telecommunications, and includes electronic
publishing, but does not include any use of any such capability for the
management, control, or operation of a telecommunications system or the
management of a telecommunications service.

INTERCOMPANY SETTLEMENTS (ICS) is the revenue associated with charges billed by
a company other than the company in whose service area such charges were
incurred. ICS on a national level includes third number and credit card calls
and is administered by Telcordia (formerly BellCore)'s Calling Card and Third
Number Settlement System (CATS). Included is traffic that originates in one
Regional Bell Operating Company's (RBOC) territory and bills in another RBOC's
territory.

INTERMEDIARY FUNCTION is defined as the delivery of traffic from Essential.com;
a CLEC other than Essential.com or another telecommunications carrier through
the network of BellSouth or Essential.com to an end user of Essential.com; a
CLEC other than Essential.com or another telecommunications carrier.

LOCAL INTERCONNECTION is defined as 1) the delivery of local traffic to be
terminated on each Party's local network so that end users of either Party have
the ability to reach end users of the other Party without the use of any access
code or substantial delay in the processing of the call; 2) the LEC network
features, functions, and capabilities set forth in this Agreement; and 3)


<PAGE>

                                           General Terms and Conditions - Part A
                                                                         Page 20

Service Provider Number Portability sometimes referred to as temporary telephone
number portability to be implemented pursuant to the terms of this Agreement.

LOCAL TRAFFIC is defined as any telephone call that originates in one exchange
and terminates in either the same exchange, or other local calling area
associated with the originating exchange as defined and specified in Section A3
of BellSouth's General Subscriber Service Tariff. As clarification of this
definition and for reciprocal compensation, Local Traffic does not include
traffic that originates from or terminates to or through an enhanced service
provider or information service provider. As further clarification, Local
Traffic does not include calls that do not transmit information of the user's
choosing. In any event, neither Party will pay reciprocal compensation to the
other if the "traffic" to which such reciprocal compensation would otherwise
apply was generated, in whole or in part, for the purpose of creating an
obligation on the part of the originating carrier to pay reciprocal compensation
for such traffic.

MESSAGE DISTRIBUTION is routing determination and subsequent delivery of message
data from one company to another. Also included is the interface function with
CMDS, where appropriate.

MULTIPLE EXCHANGE CARRIER Access BILLING ("MECAB") means the document prepared
by the Billing Committee of the Ordering and Billing Forum ("OBF:), which
functions under the auspices of the Carrier Liaison Committee of the Alliance
for Telecommunications Industry Solutions ("ATIS") and by Telcordia (formerly
BellCore) as Special Report SR-BDS-000983, Containing the recommended guidelines
for the billing of Exchange Service access provided by two or more LECs and/or
CLECs or by one LEC in two or more states within a single LATA.

NETWORK ELEMENT is defined to mean a facility or equipment used in the provision
of a telecommunications service. Such term may include, but is not limited to,
features, functions, and capabilities that are provided by means of such
facility or equipment, including but not limited to, subscriber numbers,
databases, signaling systems, and information sufficient for billing and
collection or used in the transmission, routing, or other provision of a
telecommunications service. BellSouth offers access to the Network Elements,
unbundled loops; network interface device; sub-loop elements; local switching;
transport; tandem switching; operator systems; signaling; access to call-related
databases; dark fiber as set forth in Attachment 2 of this Agreement.

NON-INTERCOMPANY SETTLEMENT SYSTEM (NICS) is the Telcordia (formerly BellCore)
system that calculates non-intercompany settlements amounts due from one company
to another within the same RBOC region. It includes credit card, third number
and collect messages.

PERCENT OF INTERSTATE USAGE (PIU) is defined as a factor to be applied to
terminating access services minutes of use to obtain those minutes that should
be rated as interstate access services minutes of use. The numerator includes
all interstate "non-intermediary" minutes of use, including interstate minutes
of use that are forwarded due to service provider number portability less any
interstate minutes of use for Terminating Party Pays services, such as 800
Services. The denominator includes all "non-intermediary", local , interstate,
intrastate, toll and access minutes of use adjusted for service provider number
portability less all minutes attributable to terminating Party pays services.


<PAGE>

                                           General Terms and Conditions - Part A
                                                                         Page 21

PERCENT LOCAL USAGE (PLU) is defined as a factor to be applied to intrastate
terminating minutes of use. The numerator shall include all "non-intermediary"
local minutes of use adjusted for those minutes of use that only apply local due
to Service Provider Number Portability. The denominator is the total intrastate
minutes of use including local, intrastate toll, and access, adjusted for
Service Provider Number Portability less intrastate terminating Party pays
minutes of use.

REVENUE ACCOUNTING OFFICE (RAO) STATUS COMPANY is a local exchange
company/alternate local exchange company that has been assigned a unique RAO
code. Message data exchanged among RAO status companies is grouped (i.e.
packed) according to From/To/Bill RAO combinations.

SERVICE CONTROL POINTS ("SCPs") are defined as databases that store information
and have the ability to manipulate data required to offer particular services.

SIGNAL TRANSFER POINTS ("STPs") are signaling message switches that interconnect
Signaling Links to route signaling messages between switches and databases. STPs
enable the exchange of Signaling System 7 ("SS7") messages between switching
elements, database elements and STPs. STPs provide access to various BellSouth
and third party network elements such as local switching and databases.

SIGNALING LINKS are dedicated transmission paths carrying signaling messages
between carrier switches and signaling networks. Signal Link Transport is a set
of two or four dedicated 56 kbps transmission paths between Essential.com
designated Signaling Points of Interconnection that provide a diverse
transmission path and cross connect to a BellSouth Signal Transfer Point.

TELECOMMUNICATIONS means the transmission, between or among points specified by
the user, of information of the user's choosing, without change in the form or
content of the information as sent and received.

TELECOMMUNICATIONS SERVICE means the offering of telecommunications for a fee
directly to the public, or to such classes of users as to be effectively
available directly to the public, regardless of the facilities used.

TELECOMMUNICATIONS ACT OF 1996 ("ACT") means Public Law 104-104 of the United
States Congress effective February 8, 1996. The Act amended the Communications
Act of 1934 (47, U.S.C. Section 1 et. seq.).

<PAGE>

                                                                    Attachment 1
                                                                          Page 1

                                  ATTACHMENT 1

                                     RESALE


<PAGE>

<TABLE>
<CAPTION>
                                                                    Attachment 1
                                                                          Page 2

                               TABLE OF CONTENTS

<S>                                                                           <C>
  1.  DISCOUNT RATES ..........................................................3

  2.  DEFINITION OF TERMS .....................................................3

  3.  GENERAL PROVISIONS ............................... ......................3

  4.  BELLSOUTH'S PROVISION OF SERVICES TO ESSENTIAL.COM ......................7

  5.  MAINTENANCE OF SERVICES..................................................7

  6.  ESTABLISHMENT OF SERVICE.................................................8

  7.  PAYMENT AND BILLING ARRANGEMENTS ........................................9

  8.  DISCONTINUANCE OF SERVICE ...............................................11

  9.  LINE INFORMATION DATABASE (LIDB).........................................12

  10. RAO HOSTING..............................................................13

  11. OPTIONAL DAILY USAGE FILE (ODUF).........................................13

  12. ENHANCED OPTIONAL DAILY USAGE FILE (EODUF)...............................13

  13. CALLING NAME DELIVERY (CNAM) DATABASE SERVICE............................13

  EXHIBIT A - APPLICABLE DISCOUNTS/OSS RATES ..................................14
  EXHIBIT B - RESALE RESTRICTIONS .............................................17
  EXHIBIT C - LINE INFORMATION DATABASE (LIDB) STORAGE AGREEMENT ..............19
  EXHIBIT D - CMDS/RAO HOSTING ................................................26
  EXHIBIT E - OPTIONAL DAILY USAGE FILE (ODUF) ................................29
  EXHIBIT F - ENHANCED OPTIONAL DAILY USAGE FILE (EODUF) ......................32
  EXHIBIT G - CALLING NAME DELIVERY (CNAM) DATABASE SERVICES ..................34
  EXHIBIT H - ODUF/EODUF/CMDS RATES ....................................Exhibit H
</TABLE>

<PAGE>

                                                                    Attachment 1
                                                                          Page 3

RESALE

1.            DISCOUNT RATES

The rates pursuant by which Essential.com is to purchase services from
BellSouth for resale shall be at a discount rate off of the retail rate for
the telecommunications service. The discount rates shall be as set forth in
Exhibit A, attached hereto and incorporated herein by this reference. Such
discount shall reflect the costs avoided by BellSouth when selling a service
for wholesale purposes.

2.            DEFINITION OF TERMS

       2.1    CUSTOMER OF RECORD means the entity responsible for placing
              application for service; requesting additions, rearrangements,
              maintenance or discontinuance of service; payment in full of
              charges incurred such as non-recurring, monthly recurring, toll,
              directory assistance, etc.

       2.2    DEPOSIT means assurance provided by a customer in the form of
              cash, surety bond or bank letter of credit to be held by
              BellSouth.

       2.3    END USER means the ultimate user of the telecommunications
              services.

       2.4    END USER CUSTOMER LOCATION means the physical location of the
              premises where an end user makes use of the telecommunications
              services.

       2.5    NEW SERVICES means functions, features or capabilities that are
              not currently offered by BellSouth. This includes packaging of
              existing services or combining a new function, feature or
              capability with an existing service.

       2.6    OTHER/COMPETITIVE LOCAL EXCHANGE COMPANY (OLEC/CLEC) means a
              telephone company certificated by the public service commissions
              of BellSouth's franchised area to provide local exchange service
              within BellSouth's franchised area.

       2.7    RESALE means an activity wherein a certificated CLEC, such as
              Essential.com subscribes to the telecommunications services of
              BellSouth and then reoffers those telecommunications services to
              the public (with or without "adding value").

       2.8    RESALE SERVICE AREA means the area, as defined in a public service
              commission approved certificate of operation, within which an
              CLEC, such as Essential.com, may offer resold local exchange
              telecommunications service.

3.            GENERAL PROVISIONS

       3.1    All of the negotiated rates, terms and conditions set forth in
              this Attachment pertain to the resale of BellSouth's retail
              telecommunications services and other services specified in this
              Attachment. Essential.com may resell the tariffed local exchange
              and toll telecommunications services of BellSouth contained in the
              General Subscriber Service Tariff and Private Line Service Tariff
              subject to the terms, and conditions specifically set forth
              herein. Notwithstanding the foregoing, the exclusions and
              limitations on services available for resale will be as set forth
              in Exhibit B, attached hereto and incorporated herein by this
              reference.

<PAGE>

                                                                    Attachment 1
                                                                          Page 4

              BellSouth shall make available telecommunications services for
              resale at the rates set forth in Exhibit A to this Agreement and
              subject to the exclusions and limitations set forth in Exhibit B
              to this Agreement. BellSouth does not however waive its rights to
              appeal or otherwise challenge any decision regarding resale that
              resulted in the discount rates contained in Exhibit A or the
              exclusions and limitations contained in Exhibit B. BellSouth
              reserves the right to pursue any and all legal and/or equitable
              remedies, including appeals of any decisions. If such appeals or
              challenges result in changes in the discount rates or exclusions
              and limitations, the parties agree that appropriate modifications
              to this Agreement will be made promptly to make its terms
              consistent with the outcome of the appeal.

       3.2    Essential.com may purchase resale services from BellSouth for
              their own use in operating their business. The resale discount
              will apply to those services under the following conditions:

       3.2.1  Essential.com must resell services to other end users.

       3.2.2  Essential.com must order services through resale interfaces,
              i.e., the Local Carrier Service Center (LCSC) and/or appropriate
              Resale Account Teams pursuant to Section 3 of the General Terms
              and Conditions.

       3.2.3  Essential.com cannot be an alternative local exchange
              telecommunications company for the single purpose of selling to
              themselves.

       3.3    The provision of services by BellSouth to Essential.com does not
              constitute a joint undertaking for the furnishing of any service.

       3.4    Essential.com will be the customer of record for all services
              purchased from BellSouth. Except as specified herein, BellSouth
              will take orders from, bill and expect payment from Essential.com
              for all services.

       3.5    Essential.com will be BellSouth's single point of contact for all
              services purchased pursuant to this Agreement. BellSouth shall
              have no contact with the end user except to the extent provided
              for herein.

       3.6    BellSouth will continue to bill the end user for any services that
              the end user specifies it wishes to receive directly from
              BellSouth.

       3.7    BellSouth maintains the right to serve directly any end user
              within the service area of Essential.com. BellSouth will continue
              to directly market its own telecommunications products and
              services and in doing so may establish independent relationships
              with end users of Essential.com.

       3.8    Neither Party shall interfere with the right of any person or
              entity to obtain service directly from the other Party.

       3.9    Current telephone numbers may normally be retained by the end
              user. However, telephone numbers are the property of BellSouth and
              are assigned to the service furnished. Essential.com has no
              property right to the telephone number or any other call number
              designation associated with services furnished by BellSouth, and
              no right to the continuance of service through any particular
              central office. BellSouth reserves the right to change such
              numbers, or the central office designation associated with such
              numbers, or both, whenever BellSouth deems it necessary to do so
              in the conduct of its business.


<PAGE>

                                                                    Attachment 1
                                                                          Page 5

       3.10   For the purpose of the resale of BellSouth's telecommunications
              services by Essential.com, BellSouth will provide Essential.com
              with an on line access to telephone numbers for reservation on a
              first come first serve basis. Such reservations of telephone
              numbers, on a pre-ordering basis shall be for a period of nine (9)
              days. Essential.com acknowledges that there may be instances where
              there is a shortage of telephone numbers in a particular Common
              Language Location Identifier Code (CLLIC) and in such instances
              BellSouth may request that Essential.com cancel its reservations
              of numbers. Essential.com shall comply with such request.

              Further, upon Essential.com's request, and for the purpose of the
              resale of BellSouth's telecommunications services by
              Essential.com, BellSouth will reserve up to 100 telephone numbers
              per CLLIC, for Essential.com's sole use. Such telephone number
              reservations shall be valid for ninety (90) days from the
              reservation date. Essential.com acknowledges that there may be
              instances where there is a shortage of telephone numbers in a
              particular CLLIC and in such instances BellSouth shall use its
              best efforts to reserve for a ninety (90) day period a sufficient
              quantity of Essential.com's reasonable need in that particular
              CLLIC.

       3.11   BellSouth may provide any service or facility for which a charge
              is not established herein, as long as it is offered on the same
              terms to Essential.com.

       3.12   Service is furnished subject to the condition that it will not be
              used for any unlawful purpose.

       3.13   Service will be discontinued if any law enforcement agency advises
              that the service being used is in violation of the law.

       3.14   BellSouth can refuse service when it has grounds to believe that
              service will be used in violation of the law.

       3.15   BellSouth accepts no responsibility to any person for any unlawful
              act committed by Essential.com or its end users as part of
              providing service to Essential.com for purposes of resale or
              otherwise.

       3.16   BellSouth will cooperate fully with law enforcement agencies with
              subpoenas and court orders for assistance with BellSouth's end
              users. Law enforcement agency subpoenas and court orders regarding
              end users of Essential.com will be directed to Essential.com.
              BellSouth will bill Essential.com for implementing any requests
              by law enforcement agencies regarding Essential.com end users.

       3.17   The characteristics and methods of operation of any circuits,
              facilities or equipment provided by any person or entity other
              than BellSouth shall not:

              3.17.1 Interfere with or impair service over any facilities of
                     BellSouth, its affiliates, or its connecting and concurring
                     carriers involved in its service;

              3.17.2 Cause damage to BellSouth's plant;

              3.17.3 Impair the privacy of any communications; or

              3.17.4 Create hazards to any BellSouth employees or the public.

       3.18   Essential.com. assumes the responsibility of notifying BellSouth
              regarding less than standard operations with respect to services
              provided by Essential.com.


<PAGE>

                                                                    Attachment 1
                                                                          Page 6

       3.19   Facilities and/or equipment utilized by BellSouth to provide
              service to Essential.com remain the property of BellSouth.

       3.20   White page directory listings will be provided in accordance with
              regulations set forth in Section A6 of the General Subscriber
              Services Tariff and will be available for resale.

       3.21   BellSouth provides electronic access to customer record
              information. Access is provided through the Local Exchange
              Navigation System (LENS) and the Telecommunications Access Gateway
              (TAG). Customer Record Information includes but is not limited to,
              customer specific information in CRIS and RSAG. Essential.com
              agrees not to view, copy, or otherwise obtain access to the
              customer record information of any customer without that
              customer's permission, and further agrees that Essential.com will
              obtain access to customer record information only in strict
              compliance with applicable laws, rules, or regulations of the
              State in which the service is provided.

       3.22   All costs incurred by BellSouth to develop and implement
              operational interfaces shall be recovered from Resellers who
              utilize the services. Charges for use of Operational Support
              Systems (OSS) shall be as set forth in Exhibit A of this
              attachment.

       3.23   Where available to BellSouth's end users, BellSouth shall provide
              the following telecommunications services at a discount to allow
              for voice mail services:

              -      Simplified Message Desk Interface - Enhanced ("SMDI-E")

              -      Simplified Message Desk Interface ("SMDI") Message Waiting
                     Indicator ("MWI") stutter dialtone and message waiting
                     light feature capabilities

              -      Call Forward on Busy/Don't Answer ("CF-B/DA")

              -      Call Forward on Busy ("CF/B")

              -      Call Forward Don't Answer ("CF/DA")

              Further, BellSouth messaging services set forth in BellSouth's
              Messaging Service Information Package shall be made available for
              resale without the wholesale discount.

       3.24   BellSouth's Inside Wire Maintenance Service Plans may be made
              available for resale at rates, terms and conditions as set forth
              by BellSouth and without the wholesale discount.

       3.25   All costs incurred by BellSouth for providing services requested
              by Essential.com that are not covered in the BellSouth tariffs
              shall be recovered from the Essential.com(s) who utilize those
              services.

       3.26   Recovery of charges associated with implementing Number
              Portability through monthly charges assessed to end users has been
              authorized by the FCC. This end user line charge will be billed to
              Resellers of BellSouth's telecommunications services and will be
              as filed in FCC No. 1. This charge will not be discounted.

<PAGE>

                                                                    Attachment 1
                                                                          Page 7

       4.     BELLSOUTH'S PROVISION OF SERVICES TO ESSENTIAL.COM

       4.1    Essential.com agrees that its resale of BellSouth services shall
              be as follows:

              4.1.1  The resale of telecommunications services shall be limited
                     to users and uses conforming to the class of service
                     restrictions.

              4.1.2  Hotel and Hospital PBX services are the only
                     telecommunications services available for resale to
                     Hotel/Motel and Hospital end users, respectively.
                     Similarly, Access Line Service for Customer Provided Coin
                     Telephones is the only local service available for resale
                     to Independent Payphone Provider (IPP) customers. Shared
                     Tenant Service customers can only be sold those local
                     exchange access services available in BellSouth's A23
                     Shared Tenant Service Tariff in the states of Florida,
                     Georgia, North Carolina and South Carolina, and in A27 in
                     the states of Alabama, Kentucky, Louisiana, Mississippi and
                     Tennessee.

              4.1.3  BellSouth reserves the right to periodically audit services
                     purchased by Essential.com to establish authenticity of
                     use. Such audit shall not occur more than once in a
                     calendar year. Essential.com shall make any and all records
                     and data available to BellSouth or BellSouth's auditors on
                     a reasonable basis. BellSouth shall bear the cost of said
                     audit.

       4.2    Resold services can only be used in the same manner as specified
              in BellSouth's Tariffs. Resold services are subject to the same
              terms and conditions as are specified for such services when
              furnished to an individual end user of BellSouth in the
              appropriate section of BellSouth's Tariffs. Specific tariff
              features, e.g. a usage allowance per month, shall not be
              aggregated across multiple resold services.

       4.3    Essential.com may resell services only within the specific resale
              service area as defined in its certificate.

       4.4    Telephone numbers transmitted via any resold service feature are
              intended solely for the use of the end user of the feature. Resale
              of this information is prohibited.

       5.     MAINTENANCE OF SERVICES

       5.1    Essential.com will adopt and adhere to the standards contained in
              the applicable CLEC Work Center Operational Understanding
              Agreement regarding maintenance and installation of service.

       5.2    Services resold under BellSouth's Tariffs and facilities and
              equipment provided by BellSouth shall be maintained by BellSouth.

       5.3    Essential.com or its end users may not rearrange, move,
              disconnect, remove or attempt to repair any facilities owned by
              BellSouth, other than by connection or disconnection to any
              interface means used, except with the written consent of
              BellSouth.

       5.4    Essential.com accepts responsibility to notify BellSouth of
              situations that arise that may result in a service problem.

       5.5    Essential.com will be BellSouth's single point of contact for all
              repair calls on behalf of Essential.com's end users. The parties
              agree to provide one another with toll-free contact numbers for
              such purposes.


<PAGE>

                                                                    Attachment 1
                                                                          Page 8

       5.6    Essential.com will contact the appropriate repair centers in
              accordance with procedures established by BellSouth.

       5.7    For all repair requests, Essential.com accepts responsibility for
              adhering to BellSouth's prescreening guidelines prior to referring
              the trouble to BellSouth.

       5.8    BellSouth will bill Essential.com for handling troubles that are
              found not to be in BellSouth's network pursuant to its standard
              time and material charges. The standard time and material charges
              will be no more than what BellSouth charges to its retail
              customers for the same services.

       5.9    BellSouth reserves the right to contact Essential.com's end users,
              if deemed necessary, for maintenance purposes.

       6.     ESTABLISHMENT OF SERVICE

       6.1    After receiving certification as a local exchange company from
              the appropriate regulatory agency, Essential.com will provide the
              appropriate BellSouth service center the necessary documentation
              to enable BellSouth to establish a master account for
              Essential.com's resold services. Such documentation shall include
              the Application for Master Account, proof of authority to provide
              telecommunications services, an Operating Company Number ("OCN")
              assigned by the National Exchange Carriers Association ("NECA")
              and a tax exemption certificate, if applicable. When necessary
              deposit requirements are met, BellSouth will begin taking orders
              for the resale of service.

       6.2    Service orders will be in a standard format designated by
              BellSouth.

       6.3    When notification is received from Essential.com that a current
              end user of BellSouth will subscribe to Essential.com's service,
              standard service order intervals for the appropriate class of
              service will apply.

       6.4    BellSouth will not require end user confirmation prior to
              establishing service for Essential.com's end user customer.
              Essential.com must, however, be able to demonstrate end user
              authorization upon request.

       6.5    Essential.com will be the single point of contact with BellSouth
              for all subsequent ordering activity resulting in additions or
              changes to resold services except that BellSouth will accept a
              request directly from the end user for conversion of the end
              user's service from Essential.com to BellSouth or will accept a
              request from another CLEC for conversion of the end user's service
              from Essential.com to the other LEC. BellSouth will notify
              Essential.com that such a request has been processed.

       6.6    If BellSouth determines that an unauthorized change in local
              service to Essential.com has occurred, BellSouth will reestablish
              service with the appropriate local service provider and will
              assess Essential.com as the CLEC initiating the unauthorized
              change, the unauthorized change charge described in F.C.C. Tariff
              No. 1, Section 13 or applicable state tariff. Appropriate
              nonrecurring charges, as set forth in Section A4. of the General
              Subscriber Service Tariff, will also be assessed to Essential.com.
              These charges can be adjusted if Essential.com provides
              satisfactory proof of authorization.

       6.7    In order to safeguard its interest, BellSouth reserves the right
              to secure the account with a suitable form of security deposit,
              unless satisfactory credit has already been established.


<PAGE>

                                                                    Attachment 1
                                                                          Page 9

              6.7.1  Such security deposit shall take the form of an irrevocable
                     Letter of Credit or other forms of security acceptable to
                     BellSouth. Any such security deposit may be held during the
                     continuance of the service as security for the payment of
                     any and all amounts accruing for the service.

              6.7.2  If a security deposit is required, such security deposit
                     shall be made prior to the inauguration of service.

              6.7.3  Such security deposit may not exceed two months' estimated
                     billing.

              6.7.4  The fact that a security deposit has been made in no way
                     relieves Essential.com from complying with BellSouth's
                     regulations as to advance payments and the prompt payment
                     of bills on presentation nor does it constitute a waiver or
                     modification of the regular practices of BellSouth
                     providing for the discontinuance of service for non-payment
                     of any sums due BellSouth.

              6.7.5  BellSouth reserves the right to increase the security
                     deposit requirements when, in its sole judgment,
                     circumstances so warrant and/or gross monthly billing has
                     increased beyond the level initially used to determine the
                     security deposit.

              6.7.6  In the event that Essential.com defaults on its account,
                     service to Essential.com will be terminated and any
                     security deposits held will be applied to its account.

              6.7.7  Interest on a security deposit shall accrue and be paid in
                     accordance with the terms in the appropriate BellSouth
                     tariff.

       7.     PAYMENT AND BILLING ARRANGEMENTS

       7.1    Prior to submitting orders to BellSouth for local service, a
              master account must be established for Essential.com. The
              Essential.com is required to provide the following before a master
              account is established: proof of PSC/PUC certification, the
              Application for Master Account, an Operating Company Number.
              ("OCN") assigned by the National Exchange Carriers Association
              ("NECA") and a tax exemption certificate, if applicable.

       7.2    BellSouth shall bill Essential.com on a current basis all
              applicable charges and credits.

       7.3    Payment of all charges will be the responsibility of
              Essential.com. Essential.com shall make payment to BellSouth
              for all services billed. BellSouth is not responsible for
              payments not received by Essential.com from Essential.com's end
              user. BellSouth will not become involved in billing disputes
              that may arise between Essential.com and its end user. Payments
              made to BellSouth as payment on account will be credited to an
              accounts receivable master account and not to an end user's
              account.

       7.4    BellSouth will render bills each month on established bill days
              for each of Essential.com's accounts.

       7.5    BellSouth will bill Essential.com in advance charges for all
              services to be provided during the ensuing billing period except
              charges associated with service usage, which will be billed in
              arrears. Charges will be calculated on an individual end user
              account level, including, if applicable, any charge for usage or
              usage allowances. BellSouth will also bill Essential.com, and
              Essential.com will be responsible for and remit to BellSouth, all
              charges applicable to resold

<PAGE>

                                                                    Attachment 1
                                                                         Page 10

              services including but not limited to 911 and E911 charges,
              telecommunications relay charges (TRS), and franchise fees.

       7.6    The payment will be due by the next bill date (i.e., same date in
              the following month as the bill date) and is payable in
              immediately available funds. Payment is considered to have been
              made when received by BellSouth.

              7.6.1  If the payment due date falls on a Sunday or on a Holiday
                     which is observed on a Monday, the payment due date shall
                     be the first non-Holiday day following such Sunday or
                     Holiday. If the payment due date falls on a Saturday or on
                     a Holiday which is observed on Tuesday, Wednesday,
                     Thursday, or Friday, the payment due date shall be the last
                     non-Holiday day preceding such Saturday or Holiday. If
                     payment is not received by the payment due date, a late
                     payment penalty, as set forth in section 7.8 following,
                     shall apply.

              7.6.2  If Essential.com requests multiple billing media or
                     additional copies of bills, BellSouth will provide these at
                     an appropriate charge to Essential.com.

              7.6.3  Billing Disputes

                   7.6.3.1  Each Party agrees to notify the other Party upon
                            the discovery of a billing dispute. In the event of
                            a billing dispute, the Parties will endeavor to
                            resolve the dispute within sixty (60) calendar days
                            of the Bill Date on which such disputed charges
                            appear. Resolution of the dispute is expected to
                            occur at the first level of management resulting in
                            a recommendation for settlement of the dispute and
                            closure of a specific billing period. If the issues
                            are not resolved within the allotted time frame,
                            the following resolution procedure will begin:

                   7.6.3.2  If the dispute is not resolved within sixty (60)
                            days of the Bill Date, the dispute will be escalated
                            to the second level of management for each of the
                            respective Parties for resolution. If the dispute is
                            not resolved within ninety (90) days of the Bill
                            Date, the dispute will be escalated to the third
                            level of management for each of the respective
                            Parties for resolution

                   7.6.3.3  If the dispute is not resolved within one hundred
                            and twenty (120) days of the Bill Date, the dispute
                            will be escalated to the fourth level of management
                            for each of the respective Parties for resolution.

                   7.6.3.4  If a Party disputes a charge and does not pay such
                            charge by the payment due date, such charges shall
                            be subject to late payment charges as set forth in
                            the Late Payment Charges provision of this
                            Attachment. If a Party disputes charges and the
                            dispute is resolved in favor of such Party, the
                            other Party shall credit the bill of the disputing
                            Party for the amount of the disputed charges along
                            with any late payment charges assessed no later than
                            the second Bill Date after the resolution of the
                            dispute. Accordingly, if a Party disputes charges
                            and the dispute is resolved in favor of the other
                            Party, the disputing Party shall pay the other Party
                            the amount of the disputed charges and any
                            associated late payment charges assessed no later
                            than the second bill payment due date after the
                            resolution of the dispute. BellSouth shall only
                            assess interest on previously assessed late payment
                            charges in a state where it has authority pursuant
                            to its tariffs.


<PAGE>

                                                                    Attachment 1
                                                                         Page 11

       7.7    Upon proof of tax exempt certification from Essential.com, the
              total amount billed to Essential.com will not include any taxes
              due from the end user to reflect the tax exempt certification and
              local tax laws. Essential.com will be solely responsible for the
              computation, tracking, reporting, and payment of taxes applicable
              to Essential.com's end user.

       7.8    If any portion of the payment is received by BellSouth after the
              payment due date as set forth preceding, or if any portion of the
              payment is received by BellSouth in funds that are not immediately
              available to BellSouth, then a late payment penalty shall be due
              to BellSouth. The late payment penalty shall be the portion of the
              payment not received by the payment due date times a late factor
              and will be applied on a per bill basis. The late factor shall be
              as set forth in Section A2 of the General Subscriber Services
              Tariff and Section B2 of the Private Line Service Tariff.

       7.9    Any switched access charges associated with interexchange carrier
              access to the resold local exchange lines will be billed by, and
              due to, BellSouth. No additional charges are to be assessed to
              Essential.com

       7.10   BellSouth will not perform billing and collection services for
              Essential.com as a result of the execution of this Agreement. All
              requests for billing services should be referred to the
              appropriate entity or operational group within BellSouth.

       7.11   Pursuant to 47 CFR Section 51.617, BellSouth will bill
              Essential.com end user common line charges identical to the end
              user common line charges BellSouth bills its end users.

       7.12   In general, BellSouth will not become involved in disputes between
              Essential.com and Essential.com's end user customers over resold
              services. If a dispute does arise that cannot be settled without
              the involvement of BellSouth, Essential.com shall contact the
              designated Service Center for resolution. BellSouth will make
              every effort to assist in the resolution of the dispute and will
              work with Essential.com to resolve the matter in as timely a
              manner as possible. Essential.com may be required to submit
              documentation to substantiate the claim.

8.            DISCONTINUANCE OF SERVICE

       8.1    The procedures for discontinuing service to an end user are as
              follows:

              8.1.1  Where possible, BellSouth will deny service to
                     Essential.com's end user on behalf of, and at the request
                     of, Essential.com. Upon restoration of the end user's
                     service, restoral charges will apply and will be the
                     responsibility of Essential.com.

              8.1.2  At the request of Essential.com, BellSouth will disconnect
                     a Essential.com end user customer.

              8.1.3  All requests by Essential.com for denial or disconnection
                     of an end user for nonpayment must be in writing.

              8.1.4  Essential.com will be made solely responsible for notifying
                     the end user of the proposed disconnection of the service.

              8.1.5  BellSouth will continue to process calls made to the
                     Annoyance Call Center and will advise Essential.com when it
                     is determined that annoyance calls are originated from one


<PAGE>

                                                                    Attachment 1
                                                                         Page 12

                     of their end user's locations. BellSouth shall be
                     indemnified, defended and held harmless by Essential.com
                     and/or the end user against any claim, loss or damage
                     arising from providing this information to Essential.com.
                     It is the responsibility of Essential.com to take the
                     corrective action necessary with its end users who make
                     annoying calls. Failure to do so will result in BellSouth's
                     disconnecting the end user's service.

              8.1.6  BellSouth may disconnect and reuse facilities when the
                     facility is in a denied state and BellSouth has received an
                     order to establish new service or transfer of service from
                     an end user or an end user's CLEC at the same address
                     served by the denied facility.

       8.2    The procedures for discontinuing service to Essential.com are as
              follows:

              8.2.1  BellSouth reserves the right to suspend or terminate
                     service for nonpayment or in the event of prohibited,
                     unlawful or improper use of the facilities or service,
                     abuse of the facilities, or any other violation or
                     noncompliance by Essential.com of the rules and
                     regulations of BellSouth's Tariffs.

              8.2.2  If payment of account is not received by the bill day in
                     the month after the original bill day, BellSouth may
                     provide written notice to Essential.com, that additional
                     applications for service will be refused and that any
                     pending orders for service will not be completed if payment
                     is not received by the fifteenth day following the date of
                     the notice. In addition BellSouth may, at the same time,
                     give thirty days notice to the person designated by
                     Essential.com to receive notices of noncompliance, and
                     discontinue the provision of existing services to
                     Essential.com at any time thereafter.

              8.2.3  In the case of such discontinuance, all billed charges, as
                     well as applicable termination charges, shall become due.

              8.2.4  If BellSouth does not discontinue the provision of the
                     services involved on the date specified in the thirty days
                     notice and Essential.com's noncompliance continues, nothing
                     contained herein shall preclude BellSouth's right to
                     discontinue the provision of the services to Essential.com
                     without further notice.

              8.2.5  If payment is not received or arrangements made for payment
                     by the date given in the written notification,
                     Essential.com's services will be discontinued. Upon
                     discontinuance of service on a Essential.com's account,
                     service to Essential.com's end users will be denied.
                     BellSouth will also reestablish service at the request of
                     the end user or Essential.com upon payment of the
                     appropriate connection fee and subject to BellSouth's
                     normal application procedures. Essential.com is solely
                     responsible for notifying the end user of the proposed
                     disconnection of the service.

              8.2.6  If within fifteen days after an end user's service has been
                     denied no contact has been made in reference to restoring
                     service, the end user's service will be disconnected.

9.            LINE INFORMATION DATABASE (LIDB)

       9.1    BellSouth will store in its Line Information Database (LIDB)
              records relating to service only in the BellSouth region. The LIDB
              Storage Agreement is included in this Attachment as Exhibit C.

       9.2    BellSouth will provide LIDB Storage upon written request to
              Essential.com Account Manager stating requested activation date.

<PAGE>

                                                                    Attachment 1
                                                                         Page 13

       10.    RAO HOSTING

              10.1   The RAO Hosting Agreement is included in this Attachment as
                     Exhibit D. Rates for BellSouth's Centralized Message
                     Distribution System (CMDS) are as set forth in Exhibit H of
                     this Attachment.

              10.2   BellSouth will provide RAO Hosting upon written request to
                     its Account Manager stating requested activation date.

       11.    Optional Daily Usage File (ODUF)

              11.1   The Optional Daily Usage File (ODUF) Agreement with terms
                     and conditions is included in this Attachment as Exhibit E.
                     Rates for ODUF are as set forth in Exhibit H of this
                     Attachment.

              11.2   BellSouth will provide Optional Daily Usage File (ODUF)
                     service upon written request to its Account Manager stating
                     requested activation date.

       12.    ENHANCED OPTIONAL DAILY USAGE FILE (EODUF)

              12.1   The Enhanced Optional Daily Usage File (EODUF) service
                     Agreement with terms and conditions is included in this
                     Attachment as Exhibit F. Rates for EODUF are as set forth
                     in Exhibit H of this Attachment.

              12.2   BellSouth will provide Enhanced Optional Daily Usage File
                     (EODUF) service upon written request to its Account Manager
                     stating requested activation date.

       13.    CALLING NAME DELIVERY (CNAM) DATABASE SERVICE

              13.1   Calling Name Delivery (CNAM) Database Service Agreement is
                     included in this Attachment as Exhibit G. Rates for CNAM
                     are as set forth in Exhibit H of this Attachment.

              13.2   BellSouth will provide Calling Name Delivery (CNAM)
                     Database service upon written request to its Account
                     Manager stating requested activation date.


<PAGE>

                                                                    Attachment 1
                                                                         Page 14

                                                                       EXHIBIT A
                                                                          PAGE 1

                              APPLICABLE DISCOUNTS

          The telecommunications services available for purchase by
Essential.com for the purposes of resale to Essential.com end users shall be
available at the following discount off of the retail rate.

<TABLE>
<CAPTION>

                                                  DISCOUNT*
----------------------------------------------------------------------------------------------------------
            STATE                     RESIDENCE                BUSINESS                  CSAs***
----------------------------------------------------------------------------------------------------------
<S>                                     <C>                      <C>                     <C>
           ALABAMA                      16.3%                    16.3%
----------------------------------------------------------------------------------------------------------
           FLORIDA                     21.83%                   16.81%
----------------------------------------------------------------------------------------------------------
           GEORGIA                      20.3%                    17.3%
----------------------------------------------------------------------------------------------------------
           KENTUCKY                    16.79%                   15.54%
----------------------------------------------------------------------------------------------------------
          LOUISIANA                    20.72%                   20.72%                    9.05%
----------------------------------------------------------------------------------------------------------
         MISSISSIPPI                   15.75%                   15.75%
----------------------------------------------------------------------------------------------------------
        NORTH CAROLINA                  21.5%                    17.6%
----------------------------------------------------------------------------------------------------------
        SOUTH CAROLINA                  14.8%                    14.8%                    8.98%
----------------------------------------------------------------------------------------------------------
          TENNESSEE"                     16%                      16%
----------------------------------------------------------------------------------------------------------
</TABLE>

*      When a CLEC provides Resale service in a cross boundary area (areas that
       are part of the local serving area of another state's exchange) the
       rates, regulations and discounts for the tariffing state will apply.
       Billing will be from the serving state.

**     In Tennessee, if CLEC provides its own operator services and directory
       services, the discount shall be 21.56%. CLEC must provide written
       notification to BellSouth within 30 days prior to providing its own
       operator services and directory services to qualify for the higher
       discount rate of 21.56%.

***    Unless noted in this column, the discount for Business will be the
       applicable discount rate for CSAs.


<PAGE>

                                                                    Attachment 1
                                                                         Page 15

                                                                       EXHIBIT A
                                                                          PAGE 2

                     OPERATIONAL SUPPORT SYSTEMS (OSS) RATES

BellSouth has developed and made available the following mechanized systems by
which Essential.com may submit LSRs electronically.

        LENS          Local Exchange Navigation System
        EDI           Electronic Data Interface
        EDI-PC        Electronic Data Interface - Personal Computer
        TAG           Telecommunications Access Gateway

LSRs submitted by means of one of these interactive interfaces will incur an OSS
electronic ordering charge as specified in the Table below. An individual LSR
will be identified for billing purposes by its Purchase Order Number (PON). LSRs
submitted by means other than one of these interactive interfaces (mail, fax,
courier, etc.) will incur a manual order charge as specified in the table below:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
         OPERATIONAL                           ELECTRONIC                                   MANUAL
       SUPPORT SYSTEMS               PER LSR RECEIVED FROM THE CLEC             PER LSR RECEIVED FROM THE CLEC
         (OSS) RATES                 BY ONE OF THE OSS INTERACTIVE              BY MEANS OTHER THAN ONE OF THE
                                               INTERFACES                         OSS INTERACTIVE INTERFACES
---------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                        <C>
        OSS LSR CHARGE                           $3.50                                      $19.99
---------------------------------------------------------------------------------------------------------------------
             USOC                                SOMEC                                      SOMAN
---------------------------------------------------------------------------------------------------------------------
</TABLE>

Note: In addition to the OSS charges, applicable discounted service order and
related discounted charges apply per the tariff.

DENIAL/RESTORAL OSS CHARGE

In the event Essential.com provides a list of customers to be denied and
restored, rather than an LSR, each location on the list will require a separate
PON and, therefore will be billed as one LSR per location.

CANCELLATION OSS CHARGE

Essential.com will incur an OSS charge for an accepted LSR that is later
canceled by Essential.com.

Note: Supplements or clarifications to a previously billed LSR will not incur
another OSS charge.

THRESHOLD BILLING PLAN

The Parties agree that Essential.com will incur the mechanized rate for all
LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total
LSRs meets or exceeds the threshold percentages shown below:

<TABLE>
<CAPTION>

         Year                           Ratio: Mechanized/Total LSRs
         <S>                            <C>

         1999                                  70%
         2000                                  80%
         2001                                  90%
</TABLE>

The threshold plan will be discontinued in 2002.

BellSouth will track the total LSR volume for each CLEC for each quarter. At the
end of that time period, a Percent Electronic LSR calculation will be made for
that quarter based on the LSR data tracked in the LCSC. If this

<PAGE>

                                                                    Attachment 1
                                                                         Page 16

percentage exceeds the threshold volume, all of that CLECs' future manual LSRs
will be billed at the mechanized LSR rate. To allow time for obtaining and
analyzing the data and updating the billing system, this billing change will
take place on the first day of the second month following the end of the quarter
(e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the
amount billed for previously billed LSRs.

The Parties agree that any charges BellSouth is unable to bill on April 15, 1999
will be trued up on or about July 1, 1999.


<PAGE>

                                                                    Attachment 1
                                                                         Page 17
                                                                       EXHIBIT B
                                                                     PAGE 1 OF 2

<TABLE>
<CAPTION>

                           EXCLUSIONS AND LIMITATIONS
                        ON SERVICES AVAILABLE FOR RESALE
---------------------------------------------------------------------------------------------------------------------------------
                                             AL               FL               GA                 KY                   LA
          Type of                  ----------------------------------------------------------------------------------------------
          Service                  Resale?  Discount? Resale?  Discount? Resale? Discount?  Resale?  Discount?  Resale? Discount?
---------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>      <C>       <C>      <C>       <C>     <C>       <C>      <C>        <C>      <C>
 1  Grandfathered Services
    (Note 1)                        Yes      Yes      Yes       Yes       Yes      Yes       Yes       Yes      Yes      Yes
---------------------------------------------------------------------------------------------------------------------------------
 2  Contract Service Arrangements   Yes      Yes      Yes       Yes       Yes      Yes       Yes       Yes      Yes      Yes
---------------------------------------------------------------------------------------------------------------------------------
 3  Promotions - > 90 Days
    (Note 2)                        Yes      Yes      Yes       Yes       Yes      Yes       Yes       Yes      Yes      Yes
---------------------------------------------------------------------------------------------------------------------------------
 4  Promotions - < 90 Days
    (Note 2)                        Yes      No       Yes       No        Yes      No        No        No       Yes      No
---------------------------------------------------------------------------------------------------------------------------------
 5   Lifeline/Link Up Services      Yes      Yes      Yes       Yes       Yes      Yes     Note 4    Note 4     Yes      Yes
---------------------------------------------------------------------------------------------------------------------------------
 6   911 /E911 Services             Yes       Yes      Yes       Yes      Yes      Yes       Yes       Yes      No       No
---------------------------------------------------------------------------------------------------------------------------------
 7   N11 Services                   Yes       Yes      Yes       Yes      Yes      Yes       No        No       No       No
---------------------------------------------------------------------------------------------------------------------------------
 8   AdWatch-SM- Svc (See Note 6)   Yes       No       Yes       No       Yes      No       Yes        No       Yes      No
---------------------------------------------------------------------------------------------------------------------------------
 9   MemoryCall-Registered
     Trademark- Service             Yes       No       Yes       No       Yes      No       Yes        No       Yes      No
---------------------------------------------------------------------------------------------------------------------------------
10   Mobile Services                Yes       No       Yes       No       Yes      No       Yes        No       Yes      No
---------------------------------------------------------------------------------------------------------------------------------
11   Federal Subscriber Line
     Charges                        Yes       No       Yes       No       Yes      No       Yes       No       Yes       No
---------------------------------------------------------------------------------------------------------------------------------
12   Non-Recurring Charges          Yes       Yes      Yes       Yes      Yes      Yes       Yes      Yes      Yes       Yes
---------------------------------------------------------------------------------------------------------------------------------
13   End User Line Charge -
     Number Portability             Yes       No       Yes       No       Yes      No       Yes       No       Yes       No
---------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
<CAPTION>
                                         MS                NC                SC                  TN
                                   -----------------------------------------------------------------------------
        Type of                    -----------------------------------------------------------------------------
        Service                   Resale?  Discount? Resale?  Discount? Resale? Discount?  Resale?  Discount?
----------------------------------------------------------------------------------------------------------------
 1   Grandfathered Services
     (Note 1)                        Yes       Yes      Yes       Yes      Yes      Yes       Yes           Yes
----------------------------------------------------------------------------------------------------------------
 2   Contract Service Arrangements   Yes       Yes      Yes       Yes      Yes      Yes       Yes           Yes
----------------------------------------------------------------------------------------------------------------
 3   Promotions - > 90 Days
     (Note 2)                        Yes       Yes      Yes       Yes      Yes      Yes       Yes         Note 3
----------------------------------------------------------------------------------------------------------------
 4   Promotions - > 90 Days
     (Note 2)                        Yes       No       Yes       No       Yes       No       No            No
----------------------------------------------------------------------------------------------------------------
 5   Lifeline/Link Up Services       Yes       Yes      Yes       Yes      Yes      Yes       Yes         Note 4
----------------------------------------------------------------------------------------------------------------
 6   911 /E911 Services              Yes       Yes      Yes       Yes      Yes      Yes       Yes           Yes
----------------------------------------------------------------------------------------------------------------
 7   N11 Services                    No        No       No        No       Yes      Yes       Yes           Yes
----------------------------------------------------------------------------------------------------------------
 8   AdWatch-SM- Svc (See Note 6)    Yes       No       Yes       No       Yes      No        Yes           No
----------------------------------------------------------------------------------------------------------------
 9   MemoryCall-Registered
     Trademark- Service              Yes       No       Yes       No       Yes       No       Yes           No
----------------------------------------------------------------------------------------------------------------
 10  Mobile Services                 Yes       No       Yes       No       Yes       No       Yes           No
----------------------------------------------------------------------------------------------------------------
 11  Federal Subscriber Line
     Charges                         Yes       No       Yes       No       Yes       No       Yes           No
----------------------------------------------------------------------------------------------------------------
 12  Non-Recurring Charges           Yes       Yes      Yes       Yes      Yes      Yes       Yes           No
----------------------------------------------------------------------------------------------------------------
 13  End User Line Charge -
     Number Portability              Yes       No       Yes       No       Yes       No       Yes           No
----------------------------------------------------------------------------------------------------------------
</TABLE>

APPLICABLE NOTES:

1      GRANDFATHERED SERVICES can be resold only to existing subscribers of the
       grandfathered service.

2      Where available for resale, PROMOTIONS will be made available only to end
       users who would have qualified for the promotion had it been provided by
       BellSouth directly.

3      In Tennessee, long-term PROMOTIONS (offered for more than ninety (90)
       days) may be obtained at one of the following rates:

              (a) the stated tariff rate, less the wholesale discount;

              (b) the promotional rate (the promotional rate offered by
              BellSouth will not be discounted further by the wholesale discount
              rate)


<PAGE>

                                                                    Attachment 1
                                                                         Page 18
                                                                       EXHIBIT B
                                                                     PAGE 2 OF 2

4.     LIFELINE/LINK UP services may be offered only to those subscribers who
       meet the criteria that BellSouth currently applies to subscribers of
       these services.

5      Some of BellSouth's local exchange and toll telecommunications services
       are not available in certain central offices and areas.

6      AdWatch-SM- Service is tariffed as BellSouth-Registered Trademark- AIN
       Virtual Number Call Detail Service.

<PAGE>

                                                                    Attachment 1
                                                                         Page 19
                                                                       EXHIBIT C

                       LINE INFORMATION DATA BASE (LIDB)
                                STORAGE AGREEMENT

          I. SCOPE

          A. This Agreement sets forth the terms and conditions pursuant to
which BST agrees to store in its LIDB certain information at the request of the
Local Exchange Company and pursuant to which BST, its LIDB customers and Local
Exchange Carrier shall have access to such information. Local Exchange Carrier
understands that BST provides access to information in its LIDB to various
telecommunications service providers pursuant to applicable tariffs and agrees
that information stored at the request of Local Exchange Carrier, pursuant to
this Agreement, shall be available to those telecommunications service
providers. The terms and conditions contained in the attached Addendum(s) are
hereby made a part of this Agreement as if fully incorporated herein.

          B. LIDB is accessed for the following purposes:

              1.     Billed Number Screening

              2.     Calling Card Validation

              3.     Fraud Control

          C. BST will provide seven days per week, 24-hours per day, fraud
monitoring on Calling Cards, bill-to-third and collect calls made to numbers in
BST's LIDB, provided that such information is included in the LIDB query. BST
will establish fraud alert thresholds and will notify the Local Exchange Company
of fraud alerts so that the Local Exchange Company may take action it deems
appropriate. Local Exchange Company understands and agrees BST will administer
all data stored in the LIDB, including the data provided by Local Exchange
Company pursuant to this Agreement, in the same manner as BST's data for BST's
end user customers. BST shall not be responsible to Local Exchange Company for
any lost revenue which may result from BST's administration of the LIDB pursuant
to its established practices and procedures as they exist and as they may be
changed by BST in its sole discretion from time to time.


<PAGE>

                                                                    Attachment 1
                                                                         Page 20
                                                                       EXHIBIT C

          Local Exchange Company understands that BST currently has in effect
numerous billing and collection agreements with various interexchange carriers
and billing clearing houses. Local Exchange Company further understands that
these billing and collection customers of BST query BST's LIDB to determine
whether to accept various billing options from end users. Additionally, Local
Exchange Company understands that presently BST has no method to differentiate
between BST's own billing and line data in the LIDB and such data which it
includes in the LIDB on Local Exchange Company's behalf pursuant to this
Agreement. Therefore, until such time as BST can and does implement in its LIDB
and its supporting systems the means to differentiate Local Exchange Company's
data from BST's data and the parties to this Agreement execute appropriate
amendments hereto, the following terms and conditions shall apply:

          (a) The Local Exchange Company agrees that it will accept
responsibility for telecommunications services billed by BST for its billing and
collection customers for Local Exchange Customer's end user accounts which are
resident in LIDB pursuant to this Agreement. Local Exchange Company authorizes
BST to place such charges on Local Exchange Company's bill from BST and agrees
that it shall pay all such charges. Charges for which Local Exchange Company
hereby takes responsibility include, but are not limited to, collect and third
number calls.

          (b) Charges for such services shall appear on a separate BST bill page
identified with the name of the entity for which BST is billing the charge.

          (c) Local Exchange Company shall have the responsibility to render a
billing statement to its end users for these charges, but Local Exchange
Company's obligation to pay BST for the charges billed shall be independent of
whether Local Exchange Company is able or not to collect from the Local Exchange
Company's end users.

          (d) BST shall not become involved in any disputes between Local
Exchange Company and the entities for which BST performs billing and collection.
BellSouth will not issue adjustments for charges billed on behalf of an entity
to Local Exchange Company. It


<PAGE>

                                                                    Attachment 1
                                                                         Page 21
                                                                       EXHIBIT C

shall be the responsibility of the Local Exchange Company and the other entity
to negotiate and arrange for any appropriate adjustments.

II. TERM

          This Agreement will be effective as of _____________ 199__, and
will continue in effect for one year, and thereafter may be continued until
terminated by either party upon thirty (30) days written notice to the other
party.

III. FEES FOR SERVICE AND TAXES

          A. The Local Exchange Company will not be charged a fee for storage
services provided by BST to the Local Exchange Company, as described in Section
I of this Agreement.

          B. Sales, use and all other taxes (excluding taxes on BST's income)
determined by BST or any taxing authority to be due to any federal, state or
local taxing jurisdiction with respect to the provision of the service set forth
herein will be paid by the Local Exchange Company. The Local Exchange Company
shall have the right to have BST contest with the imposing jurisdiction, at the
Local Exchange Company's expense, any such taxes that the Local Exchange Company
deems are improperly levied.

IV. INDEMNIFICATION

          To the extent not prohibited by law, each party will indemnify the
other and hold the other harmless against any loss, cost, claim, injury, or
liability relating to or arising out of negligence or willful misconduct by
the indemnifying party or its agents or contractors in connection with the
indemnifying party's provision of services, provided, however, that any
indemnity for any loss, cost, claim, injury or liability arising out of or
relating to errors or omissions in the provision of services under this
Agreement shall be limited as otherwise specified in this Agreement. The
indemnifying party under this Section agrees to defend any suit brought
against the other party for any such loss, cost, claim, injury or liability.
The indemnified party agrees to notify the other party promptly, in writing,
of any written claims, lawsuits, or demands for which the other party is
responsible under this Section and to cooperate in every reasonable way to
facilitate defense or settlement of

<PAGE>

                                                                    Attachment 1
                                                                         Page 22
                                                                       EXHIBIT C

claims. The indemnifying party shall not be liable under this Section for
settlement by the indemnified party of any claim, lawsuit, or demand unless the
defense of the claim, lawsuit, or demand has been tendered to it in writing and
the indemnifying party has unreasonably failed to assume such defense.

V. LIMITATION OF LIABILITY

          Neither party shall be liable to the other party for any lost
profits or revenues or for any indirect, incidental or consequential damages
incurred by the other party arising from this Agreement or the services
performed or not performed hereunder, regardless of the cause of such loss or
damage.

VI. MISCELLANEOUS

          A. It is understood and agreed to by the parties that BST may provide
similar services to other companies.

          B. All terms, conditions and operations under this Agreement shall be
performed in accordance with, and subject to, all applicable local, state or
federal legal and regulatory tariffs, rulings, and other requirements of the
federal courts, the U. S. Department of Justice and state and federal regulatory
agencies. Nothing in this Agreement shall be construed to cause either party to
violate any such legal or regulatory requirement and either party's obligation
to perform shall be subject to all such requirements.

          C. The Local Exchange Company agrees to submit to BST all advertising,
sales promotion, press releases, and other publicity matters relating to this
Agreement wherein BST's corporate or trade names, logos, trademarks or service
marks or those of BST's affiliated companies are mentioned or language from
which the connection of said names or trademarks therewith may be inferred or
implied; and the Local Exchange Company further agrees not to publish or use
advertising, sales promotions, press releases, or publicity matters without
BST's prior written approval.

          D. This Agreement constitutes the entire agreement between the Local
Exchange Company and BST which supersedes all prior agreements or contracts,
oral or written representations, statements, negotiations, understandings,
proposals and undertakings with respect to the subject matter hereof.

          E. Except as expressly provided in this Agreement, if any part of this
Agreement is held or


<PAGE>

                                                                    Attachment 1
                                                                         Page 23
                                                                       EXHIBIT C

construed to be invalid or unenforceable, the validity of any other Section of
this Agreement shall remain in full force and effect to the extent permissible
or appropriate in furtherance of the intent of this Agreement.

          F. Neither party shall be held liable for any delay or failure in
performance of any part of this Agreement for any cause beyond its control and
without its fault or negligence, such as acts of God, acts of civil or military
authority, government regulations, embargoes, epidemics, war, terrorist acts,
riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods,
strikes, power blackouts, volcanic action, other major environmental
disturbances, unusually severe weather conditions, inability to secure products
or services of other persons or transportation facilities, or acts or omissions
of transportation common carriers.

          G. This Agreement shall be deemed to be a contract made under the laws
of the State of Georgia, and the construction, interpretation and performance of
this Agreement and all transactions hereunder shall be governed by the domestic
law of such State.

                                 RESALE ADDENDUM
                      TO LINE INFORMATION DATA BASE (LIDB)
                                STORAGE AGREEMENT

          This is a Resale Addendum to the Line Information Data Base Storage
Agreement dated __________________199__, between BellSouth Telecommunications,
Inc. ("BST"), and Local Exchange Company ("Local Exchange Company"), effective
the ______ day of _________, 199__.

I. GENERAL

          This Addendum sets forth the terms and conditions for Local Exchange
Company's provision of billing number information to BST for inclusion in BST's
LIDB. BST will store in its LIDB the billing number information provided by
Local Exchange Company, and BST will provide responses to on-line, call-by-call
queries to this information for purposes specified in Section I.B. of the
Agreement.

<PAGE>

                                                                    Attachment 1
                                                                         Page 24
                                                                       EXHIBIT C

II. DEFINITIONS

          A. Billing number - a number used by BST for the purpose of
identifying an account liable for charges. This number may be a line or a
special billing number.

          B. Line number - a ten digit number assigned by BST that identifies a
telephone line associated with a resold local exchange service, or with a SPNP
arrangement.

          C. Special billing number - a ten digit number that identifies a
billing account established by BST in connection with a resold local exchange
service or with a SPNP arrangement.

          D. Calling Card number - a billing number plus PIN number assigned by
BST.

          E. PIN number - a four digit security code assigned by BST which is
added to a billing number to compose a fourteen digit calling card number.

          F. Toll billing exception indicator - associated with a billing number
to indicate that it is considered invalid for billing of collect calls or third
number calls or both, by the Local Exchange Company.

          G. Billed Number Screening - refers to the activity of determining
whether a toll billing exception indicator is present for a particular billing
number.

          H. Calling Card Validation - refers to the activity of determining
whether a particular calling card number exists as stated or otherwise provided
by a caller.

          I. Billing number information - information about billing number or
Calling Card number as assigned by BST and toll billing exception indicator
provided to BST by the Local Exchange Company.

III. RESPONSIBILITIES OF PARTIES

          A. BST will include billing number information associated with resold
exchange lines or SPNP arrangements in its LIDB. The Local Exchange Company will
request any toll billing exceptions via the Local Service Request (LSR) form
used to order resold exchange lines, or the SPNP service request form used to
order SPNP arrangements.

          B. Under normal operating conditions, BST shall include the billing
number information in its LIDB upon completion of the service order establishing
either the resold local exchange service or the SPNP

<PAGE>

                                                                    Attachment 1
                                                                         Page 25
                                                                       EXHIBIT C

arrangement, provided that BST shall not be held responsible for any delay or
failure in performance to the extent such delay or failure is caused by
circumstances or conditions beyond BST's reasonable control. BST will store in
its LIDB an unlimited volume of the working telephone numbers associated with
either the resold local exchange lines or the SPNP arrangements. For resold
local exchange lines or for SPNP arrangements, BST will issue line-based calling
cards only in the name of Local Exchange Company. BST will not issue line based
calling cards in the name of Local Exchange Company's individual end users. In
the event that Local Exchange Company wants to include calling card numbers
assigned by the Local Exchange Company in the BST LIDB, a separate agreement is
required.

     C. BST will provide responses to on-line, call-by-call queries to the
stored information for the specific purposes listed in the next paragraph.

     D. BST is authorized to use the billing number information to perform
the following functions for authorized users on an on-line basis:

          1 . Validate a 14 digit Calling Card number where the first 10 digits
are a line number or special billing number assigned by BST, and where the last
four digits (PIN) are a security code assigned by BST.

          2. Determine whether the Local Exchange Company has identified the
billing number as one which should not be billed for collect or third number
calls, or both.


<PAGE>

                                                                    Attachment 1
                                                                         Page 26
                                                                       EXHIBIT D

                                   RAO HOSTING

1      RAO Hosting, Calling Card and Third Number Settlement System (CATS) and
       Non-Intercompany Settlement System (NICS) services provided to
       Essential.com by BellSouth will be in accordance with the methods and
       practices regularly adopted and applied by BellSouth to its own
       operations during the term of this Agreement, including such revisions as
       may be made from time to time by BellSouth.

2      Essential.com shall furnish all relevant information required by
       BellSouth for the provision of RAO Hosting, CATS and NICS.

3      Applicable compensation amounts will be billed by BellSouth to
       Essential.com on a monthly basis in arrears. Amounts due from one Party
       to the other (excluding adjustments) are payable within thirty (30) days
       of receipt of the billing statement.

4      Essential.com must have its own unique RAO code. Requests for
       establishment of RAO status where BellSouth is the selected Centralized
       Message Distribution System (CMDS) interfacing host, require written
       notification from Essential.com to the BellSouth RAO Hosting coordinator
       at least eight (8) weeks prior to the proposed effective date. The
       proposed effective date will be mutually agreed upon between the Parties
       with consideration given to time necessary for the completion of required
       Telcordia (formerly BellCore) functions. BellSouth will request the
       assignment of an RAO code from its connecting contractor, currently
       Telcordia (formerly BellCore), on behalf of Essential.com and will
       coordinate all associated conversion activities.

5      BellSouth will receive messages from Essential.com that are to be
       processed by BellSouth, another LEC or CLEC in the BellSouth region or a
       LEC outside the BellSouth region.

6      BellSouth will perform invoice sequence checking, standard EMI format
       editing, and balancing of message data with the EMI trailer record counts
       on all data received from Essential.com.

7      All data received from Essential.com that is to be processed or billed by
       another LEC or CLEC within the BellSouth region will be distributed to
       that LEC or CLEC in accordance with the agreement(s) which may be in
       effect between BellSouth and the involved LEC or CLEC.

8      All data received from Essential.com that is to be placed on the CMDS
       network for distribution outside the BellSouth region will be handled in
       accordance with the agreement(s) which may be in effect between BellSouth
       and its connecting contractor (currently Telcordia (formerly BellCore)).

9      BellSouth will receive messages from the CMDS network that are destined
       to be processed by Essential.com and will forward them to Essential.com
       on a daily basis.

10     Transmission of message data between BellSouth and Essential.com will be
       via CONNECT:Direct.

11.    All messages and related data exchanged between BellSouth and
       Essential.com will be formatted in accordance with accepted industry
       standards for EMI formatted records and packed between appropriate EMI
       header and trailer records, also in accordance with accepted industry
       standards.

12     Essential.com will ensure that the recorded message detail necessary to
       recreate files provided to Bellsouth will be maintained for back-up
       purposes for a period of three (3) calendar months beyond the related
       message dates.


<PAGE>

                                                                    Attachment 1
                                                                         Page 27
                                                                       EXHIBIT D

13     Should it become necessary for Essential.com to send data to BellSouth
       more than sixty (60) days past the message date(s), Essential.com will
       notify BellSouth in advance of the transmission of the data. If there
       will be impacts outside the BellSouth region, BellSouth will work with
       its connecting contractor and Essential.com to notify all affected
       Parties.

14     In the event that data to be exchanged between the two Parties should
       become lost or destroyed, both Parties will work together to determine
       the source of the problem. Once the cause of the problem has been jointly
       determined and the responsible Party (BellSouth or Essential.com)
       identified and agreed to, the company responsible for creating the data
       (BellSouth or Essential.com) will make every effort to have the affected
       data restored and retransmitted. If the data cannot be retrieved, the
       responsible Party will be liable to the other Party for any resulting
       lost revenue. Lost revenue may be a combination of revenues that could
       not be billed to the end users and associated access revenues. Both
       Parties will work together to estimate the revenue amount based upon
       historical data through a method mutually agreed upon. The resulting
       estimated revenue loss will be paid by the responsible Party to the other
       Party within three (3) calendar months of the date of problem resolution,
       or as mutually agreed upon by the Parties.

15     Should an error be detected by the EMI format edits performed by
       BellSouth on data received from Essential.com, the entire pack containing
       the affected data will not be processed by BellSouth. BellSouth will
       notify Essential.com of the error condition. Essential.com will correct
       the error(s) and will resend the entire pack to BellSouth for processing.
       In the event that an out-of-sequence condition occurs on subsequent
       packs, Essential.com will resend these packs to BellSouth after the pack
       containing the error has been successfully reprocessed by BellSouth.

16     In association with message distribution service, BellSouth will provide
       Essential.com with associated intercompany settlements reports (CATS and
       NICS) as appropriate.

17     In no case shall either Party be liable to the other for any direct or
       consequential damages incurred as a result of the obligations set out in
       this agreement.

18     RAO COMPENSATION

18.1   Rates for message distribution service provided by BellSouth for
       Essential.com are as set forth in Exhibit A to this Attachment.

18.2   Rates for data transmission associated with message distribution service
       are as set forth in Exhibit A to this Attachment.

18.3   Data circuits (private line or dial-up) will be required between
       BellSouth and Essential.com for the purpose of data transmission. Where a
       dedicated line is required, Essential.com will be responsible for
       ordering the circuit, overseeing its installation and coordinating the
       installation with BellSouth. Essential.com will also be responsible for
       any charges associated with this line. Equipment required on the
       BellSouth end to attach the line to the mainframe computer and to
       transmit successfully ongoing will be negotiated on a case by case basis.
       Where a dial-up facility is required, dial circuits will be installed in
       the BellSouth data center by BellSouth and the associated charges
       assessed to Essential.com. Additionally, all message toll charges
       associated with the use of the dial circuit by Essential.com will be the
       responsibility of Essential.com. Associated equipment on the BellSouth
       end, including a modem, will be negotiated on a case by case basis
       between the Parties.

<PAGE>

                                                                    Attachment 1
                                                                         Page 28
                                                                       EXHIBIT D

18.4   All equipment, including modems and software, that is required on the
       Essential.com end for the purpose of data transmission will be the
       responsibility of Essential.com.

19     INTERCOMPANY SETTLEMENTS MESSAGES

19.1   This Section addresses the settlement of revenues associated with traffic
       originated from or billed by Essential.com as a facilities based provider
       of local exchange telecommunications services outside the BellSouth
       region. Only traffic that originates in one Bell operating territory and
       bills in another Bell operating territory is included. Traffic that
       originates and bills within the same Bell operating territory will be
       settled on a local basis between Essential.com and the involved
       company(ies), unless that company is participating in NICS.

19.2   Both traffic that originates outside the BellSouth region by
       Essential.com and is billed within the BellSouth region, and traffic that
       originates within the BellSouth region and is billed outside the
       BellSouth region by Essential.com, is covered by this Agreement (CATS).
       Also covered is traffic that either is originated by or billed by
       Essential.com, involves a company other than Essential.com, qualifies for
       inclusion in the CATS settlement, and is not originated or billed within
       the BellSouth region (NICS).

19.3   Once Essential.com is operating within the BellSouth territory, revenues
       associated with calls originated and billed within the BellSouth region
       will be settled via Telcordia (formerly BellCore)'s, its successor or
       assign, NICS system.

19.4   BellSouth will receive the monthly NICS reports from Telcordia (formerly
       BellCore), its successor or assign, on behalf of Essential.com. BellSouth
       will distribute copies of these reports to Essential.com on a monthly
       basis.

19.5   BellSouth will receive the monthly Calling Card and Third Number
       Settlement System (CATS) reports from Telcordia (formerly BellCore), its
       successor or assign, on behalf of Essential.com. BellSouth will
       distribute copies of these reports to Essential.com on a monthly basis.

19.6   BellSouth will collect the revenue earned by Essential.com from the Bell
       operating company in whose territory the messages are billed (CATS), less
       a per message billing and collection fee of five cents ($0.05), on behalf
       of Essential.com. BellSouth will remit the revenue billed by
       Essential.com to the Bell operating company in whose territory the
       messages originated, less a per message billing and collection fee of
       five cents ($0.05), on behalf on Essential.com. These two amounts will be
       netted together by BellSouth and the resulting charge or credit issued to
       Essential.com via a monthly Carrier Access Billing System (CABS)
       miscellaneous bill.

19.7   BellSouth will collect the revenue earned by Essential.com within the
       BellSouth territory from another CLEC also within the BellSouth territory
       (NICS) where the messages are billed, less a per message billing and
       collection fee of five cents ($0.05), on behalf of Essential.com.
       Bellsouth will remit the revenue billed by Essential.com within the
       BellSouth region to the CLEC also within the Bellsouth region, where the
       messages originated, less a per message billing and collection fee of
       five cents ($0.05). These two amounts will be netted together by
       BellSouth and the resulting charge or credit issued to Essential.com via
       a monthly Carrier Access Billing System (CABS) miscellaneous bill.

       BellSouth and Essential.com agree that monthly netted amounts of less
       than fifty dollars ($50.00) will not be settled.


<PAGE>

                                                                    Attachment 1
                                                                         Page 29
                                                                       EXHIBIT E

                           OPTIONAL DAILY USAGE FILE

1      Upon written request from Essential.com, BellSouth will provide the
       Optional Daily Usage File (ODUF) service to Essential.com pursuant to the
       terms and conditions set forth in this section.

2      The Essential.com shall furnish all relevant information required by
       BellSouth for the provision of the Optional Daily Usage File.

3      The Optional Daily Usage Feed will contain billable messages that were
       carried over the BellSouth Network and processed in the BellSouth Billing
       System, but billed to a Essential.com customer. Charges for delivery of
       the Optional Daily Usage File will appear on the Essential.coms' monthly
       bills. The charges are as set forth in Exhibit A to this Attachment.

4      The Optional Daily Usage Feed will contain both rated and unrated
       messages. All messages will be in the standard Alliance for
       Telecommunications Industry Solutions (ATIS) EMI record format.

5      Messages that error in the billing system of the Essential.com, will be
       the responsibility of the Essential.com. If, however, the Essential.com
       should encounter significant volumes of errored messages that prevent
       processing by the Essential.com within its systems, BellSouth will work
       with the Essential.com to determine the source of the errors and the
       appropriate resolution.

6      The following specifications shall apply to the Optional Daily Usage
       Feed.

6.1    USAGE TO BE TRANSMITTED

6.1.1  The following messages recorded by BellSouth will be transmitted to the
       Essential.com:

              -  message recording for per use/per activation type services
                 (examples: Three Way Calling, Verify, Interrupt, Call
                 Return, ETC.)

              -  measured billable Local

              -  Directory Assistance messages

              -  intraLATA Toll

              -  WATS & 800 Service

              -  N11

              -  Information Service Provider Messages

              -  Operator Services Messages

              -  Operator Services Message Attempted Calls (UNE only)

              -  Credit/Cancel Records

              -  Usage for Voice Mail Message Service


<PAGE>

                                                                    Attachment 1
                                                                         Page 30
                                                                       EXHIBIT E

6.1.2  Rated Incollects (originated in BellSouth and from other companies) can
       also be on Optional Daily Usage File. Rated Incollects will be
       intermingled with BellSouth recorded rated and unrated usage. Rated
       Incollects will not be packed separately.

6.1.3  BellSouth will perform duplicate record checks on records processed to
       Optional Daily Usage File. Any duplicate messages detected will be
       deleted and not sent to Essential.com.

6.1.4  In the event that Essential.com detects a duplicate on Optional Daily
       Usage File they receive from BellSouth, Essential.com will drop the
       duplicate message (Essential.com will not return the duplicate to
       BellSouth).

6.2    PHYSICAL FILE CHARACTERISTICS

6.2.1  The Optional Daily Usage File will be distributed to Essential.com via an
       agreed medium with CONNECT:Direct being the preferred transport method.
       The Daily Usage Feed will be a variable block format (2476) with an LRECL
       of 2472. The data on the Daily Usage Feed will be in a non-compacted EMI
       format (175 byte format plus modules). It will be created on a daily
       basis (Monday through Friday except holidays). Details such as dataset
       name and delivery schedule will be addressed during negotiations of the
       distribution medium. There will be a maximum of one dataset per workday
       per OCN.

6.2.2  Data circuits (private line or dial-up) may be required between BellSouth
       and Essential.com for the purpose of data transmission. Where a dedicated
       line is required, Essential.com will be responsible for ordering the
       circuit, overseeing its installation and coordinating the installation
       with BellSouth. Essential.com will also be responsible for any charges
       associated with this line. Equipment required on the BellSouth end to
       attach the line to the mainframe computer and to transmit successfully
       ongoing will be negotiated on a case by case basis. Where a dial-up
       facility is required, dial circuits will be installed in the BellSouth
       data center by BellSouth and the associated charges assessed to
       Essential.com. Additionally, all message toll charges associated with the
       use of the dial circuit by Essential.com. will be the responsibility of
       Essential.com. Associated equipment on the BellSouth end, including a
       modem, will be negotiated on a case by case basis between the parties.
       All equipment, including modems and software, that is required on
       Essential.com end for the purpose of data transmission will be the
       responsibility of Essential.com.

6.3    PACKING SPECIFICATIONS

6.3.1  A pack will contain a minimum of one message record or a maximum of
       99,999 message records plus a pack header record and a pack trailer
       record. One transmission can contain a maximum of 99 packs and a minimum
       of one pack.

6.3.2  The OCN, From RAO, and Invoice Number will control the invoice
       sequencing. The From RAO will be used to identify to Essential.com which
       BellSouth RAO that is sending the message. BellSouth and Essential.com
       will use the invoice sequencing to control data exchange. BellSouth will
       be notified of sequence failures identified by Essential.com. and resend
       the data as appropriate.

       THE DATA WILL BE PACKED USING ATIS EMI RECORDS.

6.4    PACK REJECTION

6.4.1  Essential.com will notify BellSouth within one business day of rejected
       packs (via the mutually agreed medium). Packs could be rejected because
       of pack sequencing discrepancies or a critical edit failure on the Pack
       Header or Pack Trailer records (i.e. out-of-balance condition on grand
       totals, invalid data populated). Standard ATIS EMI Error Codes will be
       used. Essential.com will not be required to return the actual

<PAGE>

                                                                    Attachment I
                                                                         Page 31
                                                                       EXHIBIT E

       rejected data to BellSouth. Rejected packs will be corrected and
       retransmitted to Essential.com by BellSouth.

6.5    Control Data

       Essential.com will send one confirmation record per pack that is received
       from BellSouth. This confirmation record will indicate Essential.com
       received the pack and the acceptance or rejection of the pack. Pack
       Status Code(s) will be populated using standard ATIS EMI error codes for
       packs that were rejected by Essential.com for reasons stated in the
       above section.

6.6    TESTING

6.6.1  Upon request from Essential.com, BellSouth shall send test files to
       Essential.com for the Optional Daily Usage File. The parties agree to
       review and discuss the file's content and/or format. For testing of usage
       results, BellSouth shall request that Essential.com set up a production
       (LIVE) file. The live test may consist of Essential.com's employees
       making test calls for the types of services Essential.com requests on the
       Optional Daily Usage File. These test calls are logged by Essential.com,
       and the logs are provided to BellSouth. These logs will be used to verify
       the files. Testing will be completed within 30 calendar days from the
       date on which the initial test file was sent.


<PAGE>

                                                                    ATTACHMENT I
                                                                         PAGE 32
                                                                       EXHIBIT F

                        ENHANCED OPTIONAL DAILY USAGE FILE

1      Upon written request from Essential.com, BellSouth will provide the
       Enhanced Optional Daily Usage File (EODUF) service to Essential.com
       pursuant to the terms and conditions set forth in this section. EODUF
       will only be sent to existing ODUF subscribers who request the EODUF
       option.

2      The Essential.com shall furnish all relevant information required by
       BellSouth for the provision of the Enhanced Optional Daily Usage File.

3      The Enhanced Optional Daily Usage File (EODUF) will provide usage data
       for local calls originating from resold Flat Rate Business and
       Residential Lines. Charges for delivery of the Enhanced Optional Daily
       Usage File will appear on the Essential.coms' monthly bills. The charges
       are as set forth in Exhibit A to this Attachment.

4      All messages will be in the standard Alliance for Telecommunications
       Industry Solutions (ATIS) EMI record format.

5      Messages that error in the billing system of the Essential.com will be
       the responsibility of the Essential.com. If, however, the Essential.com
       should encounter significant volumes of errored messages that prevent
       processing by the Essential.com within its systems, BellSouth will work
       with the Essential.com to determine the source of the errors and the
       appropriate resolution.

6      The following specifications shall apply to the Optional Daily Usage
       Feed.

6.1    USAGE TO BE TRANSMITTED

6.1.1  The following messages recorded by BellSouth will be transmitted to
       Essential.com:

       Customer usage data for flat rated local call originating from CLEC end
       user lines (1FB or 1FR). The EODUF record for flat rate messages will
       include:

            Date of Call
            From Number
            To Number
            Connect Time
            Conversation Time
            Method of Recording
            From RAO
            Rate Class
            Message Type
            Billing Indicators
            Bill to Number

6.1.2  BellSouth will perform duplicate record checks on EODUF records processed
       to Optional Daily Usage File. Any duplicate messages detected will be
       deleted and not sent to Essential.com.


<PAGE>

                                                                    Attachment 1
                                                                         Page 33
                                                                       EXHIBIT F

6.1.3  In the event that Essential.com detects a duplicate on Enhanced Optional
       Daily Usage File they receive from BellSouth, Essential.com will drop the
       duplicate message (Essential.com will not return the duplicate to
       BellSouth).

6.2    PHYSICAL FILE CHARACTERISTICS

6.2.1  The Enhanced Optional Daily Usage Feed will be distributed to
       Essential.com over their existing Optional Daily Usage File (ODUF) feed.
       The EODUF messages will be intermingled among Essential.com's Optional
       Daily Usage File (ODUF) messages. The EODUF will be a variable block
       format (2476) with an LRECL of 2472. The data on the EODUF will be in a
       non-compacted EMI format (175 byte format plus modules). It will be
       created on a daily basis (Monday through Friday except holidays).

6.2.2  Data circuits (private line or dial-up) may be required between BellSouth
       and Essential.com for the purpose of data transmission. Where a dedicated
       line is required, Essential.com will be responsible for ordering the
       circuit, overseeing its installation and coordinating the installation
       with BellSouth. Essential.com will also be responsible for any charges
       associated with this line. Equipment required on the BellSouth end to
       attach the line to the mainframe computer and to transmit successfully
       ongoing will be negotiated on a case by case basis. Where a dial-up
       facility is required, dial circuits will be installed in the BellSouth
       data center by BellSouth and the associated charges assessed to
       Essential.com. Additionally, all message toll charges associated with the
       use of the dial circuit by Essential.com. will be the responsibility of
       Essential.com. Associated equipment on the BellSouth end, including a
       modem, will be negotiated on a case by case basis between the parties.
       All equipment, including modems and software, that is required on
       Essential.com. end for the purpose of data transmission will be the
       responsibility of Essential.com.

6.3    PACKING SPECIFICATIONS

6.3.1  A pack will contain a minimum of one message record or a maximum of
       99,999 message records plus a pack header record and a pack trailer
       record. One transmission can contain a maximum of 99 packs and a minimum
       of one pack.

6.3.2  The Operating Company Number (OCN), From Revenue Accounting Office (RAO),
       and Invoice Number will control the invoice sequencing. The From RAO will
       be used to identify to Essential.com which BellSouth RAO that is sending
       the message. BellSouth and Essential.com will use the invoice sequencing
       to control data exchange. BellSouth will be notified of sequence failures
       identified by Essential.com and resound the data as appropriate.

       THE DATA WILL BE PACKED USING ATIS EMI RECORDS.

<PAGE>

                                                                    Attachment 1
                                                                         Page 34
                                                                       EXHIBIT G

                 CALLING NAME DELIVERY (CNAM) DATABASE SERVICES

1.00 DEFINITIONS

For the purpose of this Attachment, the following terms shall be defined as:

CALLING NAME DELIVERY DATABASE SERVICE (CNAM) - The ability to associate a name
with the calling party number, allowing the end user subscriber (to which a call
is being terminated) to view the calling party's name before the call is
answered. This service also provides Essential.com the opportunity to load and
store its subscriber names in the BellSouth CNAM SCPs.

CALLING PARTY NUMBER (CPN) - The number of the calling party that is delivered
to the terminating switch using common channel signaling system 7 (CCS7)
technology, and that is contained in the Initial Address Message (IAM) portion
of the CCS7 call setup.

COMMON CHANNEL SIGNALING SYSTEM 7 (CCS7) - A network signaling technology in
which all signaling information between two or more nodes is transmitted over
high-speed data links, rather than over voice circuits.

SERVICE CONTROL POINTs (SCPs) - The real-time data base systems that contain the
names to be provided in response to queries received from CNAM SSPs.

SERVICE MANAGEMENT SYSTEM (SMS) - The main operations support system of CNAM
DATABASE SERVICE. CNAM records are loaded into the SMS, which in turn downloads
into the CNAM SCP.

SERVICE SWITCHING POINTs (SSPs) - Features of computerized switches in the
telephone network that determine that a terminating line has subscribed to CNAM
service, and then communicate with CNAM SCPs in order to provide the name
associated with the calling party number.

SUBSYSTEM NUMBER (SSN) - The address used in the Signaling Connection Control
Part (SCCP) layer of the SS7 protocol to designate an application at an end
signaling point. A SSN for CNAM at the end office designates the CNAM
application within the end office. BellSouth uses the CNAM SSN of 232.

ATTACHMENT

2.01   This Attachment contains the terms and conditions where BellSouth will
       provide to the Essential.com access to the BellSouth CNAM SCP for query
       or record storage purposes.

2.02   Essential.com shall submit to BellSouth a notice of its intent to access
       and utilize BellSouth CNAM Database Services pursuant to the terms and
       conditions of this Attachment. Said notice shall be in writing, no less
       than 60 days prior to Essential.com's access to BellSouth's CNAM Database
       Services and shall be addressed to Essential.com's Account Manager.

3.00   PHYSICAL CONNECTION AND COMPENSATION

3.01   BellSouth's provision of CNAM Database Services to Essential.com.
       requires interconnection from Essential.com Essential.com to BellSouth
       CNAM Service Control Points (SCPs). Such interconnections shall be
       established pursuant to Attachment 3 of this Agreement. The appropriate
       charge for access to and use of the BellSouth CNAM Database service shall
       be as set forth in this Attachment.

3.02   In order to formulate a CNAM query to be sent to the BellSouth CNAM SCP,
       Essential.com Essential.com shall provide its own CNAM SSP.
       Essential.com's Essential.com CNAM SSPs must be compliant with TR-NWT-
       001188, "CLASS Calling Name Delivery Generic Requirements".

<PAGE>

                                                                    Attachment 1
                                                                         Page 35
                                                                       EXHIBIT G

3.03   If Essential.com elects to access the BellSouth CNAM SCP via a third
       party CCS7 transport provider, the third party CCS7 provider shall
       interconnect with the BellSouth CCS7 network according to BellSouth's
       Common Channel Signaling Interconnection Guidelines and Telcordia
       (formerly BellCore)'s CCS Network Interface Specification document,
       TR-TSV-000905. In addition, the third party provider shall establish CCS7
       interconnection at the BellSouth Local Signal Transfer Points (LSTPs)
       serving the BellSouth CNAM SCPs that Essential.com desires to query.

3.04   OUT-OF-REGION CUSTOMERS. If the customer queries the BellSouth CNAM SCP
       via a third party national SS7 transport provider, the third party SS7
       provider shall interconnect with the BellSouth CCS7 network according to
       BellSouth's Common Channel Signaling Interconnection Guidelines and
       Bellcore's CCS Network Interface Specification document, TR-TSV-000905.
       In addition, the third party provider shall establish SS7 interconnection
       at one or more of the BellSouth Gateway Signal Transfer Points (STPs).
       The payment of all costs associated with the transport of SS7 signals via
       a third party will be established by mutual agreement of the parties and
       writing shall, by this reference become an integral part of this
       Agreement.

4.00   CNAM RECORD INITIAL LOAD AND UPDATES

4.01   The mechanism to be used by Essential.com for initial CNAM record load
       and/or updates shall be determined by mutual agreement. The initial load
       and all updates shall be provided by Essential.com in the BellSouth
       specified format and shall contain records for every working telephone
       number that can originate phone calls. It is the responsibility of
       Essential.com to provide accurate information to BellSouth on a current
       basis.

4.02   Updates to the SMS shall occur no less than once a week, reflect service
       order activity affecting either name or telephone number, and involve
       only record additions, deletions or changes.

4.03   Essential.com CNAM records provided for storage in the BellSouth CNAM SCP
       shall be available, on a SCP query basis only, to all parties querying
       the BellSouth CNAM SCP. Further, CNAM service shall be provided by each
       party consistent with state and/or federal regulation.


<PAGE>

                                                                    Attachment 1
                                                                       Exhibit H
                                                                  Rates - Page 1


                             BELLSOUTH/CLEC-1 RATES
                              ODUF/EDOUF/CMDS/CNAM

The rates contained within this Exhibit were negotiated as a whole within the
negotiations of the terms and conditions contained within the Attachment and
each rate, term and condition is interdependent upon the other rates, terms
and conditions within this Attachment.

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------
                                                                                           RATES BY STATE
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>     <C>          <C>       <C>         <C>
DESCRIPTION                                                             USOC       AL          FL         GA           KY
-----------------------------------------------------------------------------------------------------------------------------
ODUF/EODUF/CMDS
-----------------------------------------------------------------------------------------------------------------------------
ODUF: RECORDING, PER MESSAGE                                            N/A     $0.0002      $0.008      $0.008    $0.0008611
-----------------------------------------------------------------------------------------------------------------------------
ODUF: MESSAGE PROCESSING, PER MESSAGE                                   N/A     $0.0033      $0.004      $0.004    $0.0032357
-----------------------------------------------------------------------------------------------------------------------------
EODUF: MESSAGE PROCESSING, PER MESSAGE                                  N/A      $0.004      $0.004      $0.004      $0.004
-----------------------------------------------------------------------------------------------------------------------------

CMDS: MESSAGE PROCESSING, PER MESSAGE                                   N/A      $0.004      $0.004      $0.004      $0.004
-----------------------------------------------------------------------------------------------------------------------------
ODUF: MESSAGE PROCESSING, PER MAGNETIC TAPE PROVISIONED                 N/A      $55.19      $54.95      $54.95      $55.68
-----------------------------------------------------------------------------------------------------------------------------
EODUF: MESSAGE PROCESSING, PER MAGNETIC TAPE PROVISIONED                N/A      $47.30      $47.30      $47.30      $47.30
-----------------------------------------------------------------------------------------------------------------------------
ODUF: DATA TRANSMISSION (CONNECT:DIRECT), PER MESSAGE                   N/A     $0.00004     $0.001      $0.001    $0.0000365
-----------------------------------------------------------------------------------------------------------------------------
EODUF: DATA TRANSMISSION (CONNECT:DIRECT), PER MESSAGE                  N/A    $0.0000364  $0.0000364  $0.0000364  $0.0000364
-----------------------------------------------------------------------------------------------------------------------------
CMDS: DATA TRANSMISSION (CONNECT:DIRECT), PER MESSAGE                   N/A      $0.001      $0.001      $0.001      $0.001
-----------------------------------------------------------------------------------------------------------------------------
CALLING NAME (CNAM) QUERY SERVICE
-----------------------------------------------------------------------------------------------------------------------------
CNAM (DATABASE OWNER), PER QUERY                                        N/A      $0.016      $0.016      $0.016      $0.016
-----------------------------------------------------------------------------------------------------------------------------
CNAM (NON-DATABASE OWNER), PER QUERY*                                   N/A      $0.01       $0.01       $0.01       $0.01
-----------------------------------------------------------------------------------------------------------------------------
        NRC, APPLICABLE WHEN ESSENTIAL.COM USES THE CHARACTER BASED
        USER INTERFACE (CHUI) METHOD TO
        TRANSMIT THE NAMES TO THE BELLSOUTH CNAM DATABASE               N/A     $595.00      $595.00    $595.00     $595.00
-----------------------------------------------------------------------------------------------------------------------------
* VOLUME AND TERM ARRANGEMENTS ARE ALSO AVAILABLE.
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                                                           RATES BY STATE
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>         <C>         <C>         <C>         <C>
DESCRIPTION                                                            LA         MS          NC         SC           TN
-----------------------------------------------------------------------------------------------------------------------------
ODUF/EODUF/CMDS
-----------------------------------------------------------------------------------------------------------------------------
ODUF: RECORDING, PER MESSAGE                                         $0.00019  $0.0001179    $0.008    $0.0002862    $0.008
-----------------------------------------------------------------------------------------------------------------------------
ODUF: MESSAGE PROCESSING, PER MESSAGE                                $0.0024   $0.0032089    $0.004    $0.0032344    $0.004
-----------------------------------------------------------------------------------------------------------------------------
EODUF: MESSAGE PROCESSING, PER MESSAGE                               $0.004      $0.004      $0.004      $0.004      $0.004
-----------------------------------------------------------------------------------------------------------------------------
CMDS: MESSAGE PROCESSING, PER MESSAGE                                $0.004      $0.004      $0.004      $0.004      $0.004
-----------------------------------------------------------------------------------------------------------------------------
ODUF: MESSAGE PROCESSING, PER MAGNETIC TAPE PROVISIONED              $47.30      $54.62      $54.95      $54.72      $54.95
-----------------------------------------------------------------------------------------------------------------------------
EODUF: MESSAGE PROCESSING, PER MAGNETIC TAPE PROVISIONED             $47.30      $47.30      $47.30      $47.30      $47.30
-----------------------------------------------------------------------------------------------------------------------------
ODUF: DATA TRANSMISSION (CONNECT:DIRECT), PER MESSAGE               $0.00003   $0.0000354    $0.001    $0.0000357    $0.001
-----------------------------------------------------------------------------------------------------------------------------
EODUF: DATA TRANSMISSION (CONNECT:DIRECT), PER MESSAGE             $0.0000364  $0.0000364  $0.0000364  $0.0000364  $0.0000364
-----------------------------------------------------------------------------------------------------------------------------
CMDS: DATA TRANSMISSION (CONNECT:DIRECT), PER MESSAGE                $0.001      $0.001      $0.001      $0.001      $0.001
-----------------------------------------------------------------------------------------------------------------------------
CALLING NAME (CNAM) QUERY SERVICE
-----------------------------------------------------------------------------------------------------------------------------
CNAM (DATABASE OWNER), PER QUERY                                     $0.016      $0.016      $0.016      $0.016      $0.016
-----------------------------------------------------------------------------------------------------------------------------
CNAM (NON-DATABASE OWNER), PER QUERY*                                $0.01       $0.01       $0.01       $0.01       $0.01
-----------------------------------------------------------------------------------------------------------------------------
        NRC, APPLICABLE WHEN ESSENTIAL.COM USES THE CHARACTER BASED
        USER INTERFACE (CHUI) METHOD TO
        TRANSMIT THE NAMES TO THE BELLSOUTH CNAM DATABASE           $595.00     $595.00     $595.00     $595.00     $595.00
-----------------------------------------------------------------------------------------------------------------------------
* VOLUME AND TERM ARRANGEMENTS ARE ALSO AVAILABLE.
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTES:

If no rate is identified in the contract, the rate for the specific service or
function will be as set forth in applicable BellSouth tariff or as negotiated by
the parties upon request by either party.

--------------------------------------------------------------------------------