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                                RESALE AGREEMENT
                                 (Pennsylvania)

                                     PREFACE

                THIS RESALE AGREEMENT (this "Agreement") is made effective as of
August 6, 1999 (the "Effective Date") by and between Essential.Com, Inc.
("Reseller"), a Delaware corporation, with offices at Three Burlington Woods
Drive, Burlington, MA 01803, and Bell Atlantic - Pennsylvania, Inc. ("Bell
Atlantic"), a Pennsylvania corporation, with offices at 1717 Arch Street,
Philadelphia, Pennsylvania 19103.

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

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

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

1.      DEFINITIONS

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

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

        1.1.2   "Agent" means agent or servant.

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

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

        1.1.5   "Bell Atlantic Retail Telecommunications Service" means any
        Telecommunications Service that Bell Atlantic provides at retail to
        subscribers who are not Telecommunications Carriers. The term "Bell
        Atlantic Retail Telecommunications Service" does not include any
        exchange access service (as defined in Section 3(16) of the Act, 47
        U.S.C. Section 153(16)) provided by Bell Atlantic.

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

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

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

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

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

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

        1.1.9   "Commission" means the Pennsylvania Public Utilities Commission.

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

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

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

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

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

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

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        1.1.16  "Jurisdiction" means the Commonwealth of Pennsylvania.

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

        1.1.18  "Order" means an order or application.

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

        1.1.20  "Reseller Customer" means a Customer of Reseller.

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

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

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

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

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

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

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2.      THE AGREEMENT

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

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

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

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

3.      BELL ATLANTIC SERVICES

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

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

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

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

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

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

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

4.      PRICES

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

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

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

5.      BILLING AND PAYMENT

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

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

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

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

        5.5     Reseller acknowledges and agrees that:

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

        5.5.2   Prior to the completion of deployment of such new or modified
        forms of bills and such new or modified systems and methods for
        computing and rendering bills, Bell Atlantic's form of bill and systems
        and methods for computing and rendering bills may be subject to
        limitations and restrictions, including, but not limited to, the
        limitations

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        stated in Section 5.5.3, below, the inability to provide Reseller with a
        single, consolidated bill for all Bell Atlantic Services purchased by
        Reseller, and the unavailability of bills and billing information in an
        electronic form (e.g., bills may be rendered in a paper form).

        5.5.3   Prior to the completion of deployment of the new or modified
        forms of bills and the new or modified systems and methods for computing
        and rendering bills, Bell Atlantic may apply the discount identified in
        Exhibit 11, Section 1.1, in a manner (including, but not limited to, in
        a "bottom-of-the-bill" format) that results in the Exhibit II, Section
        1.1 discount being applied to charges stated in the bill (including, but
        not limited to, Subscriber Line Charges, Federal Line Cost Charges, end
        user common line charges, carrier selection and change charges, Audiotex
        Service charges, and charges for services which are not Bell Atlantic
        Retail Telecommunications Services) which are not subject to the Exhibit
        II, Section 1.1 discount. Bell Atlantic will implement a "true-up"
        process and within six (6) months after the due date of each monthly
        bill, issue to Reseller a "true-up" bill for amounts which were not
        collected from Reseller under the monthly bill because of the
        application of the Exhibit II, Section 1.1 discount to charges which are
        not subject to the Exhibit II, Section 1.1 discount. The "true-up" bill
        may be issued as a part of or an entry on a monthly bill, as a bill
        separate from a monthly bill, or in such other form as Bell Atlantic may
        determine.

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

6.      TERM

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

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

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7.      SERVICE INSTALLATION AND MAINTENANCE

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

8.      ASSIGNMENT

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

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

9.      AVAILABILITY OF SERVICE

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

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

10.     BRANDING

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

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

11.     CHOICE OF LAW

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

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

12.     COMPLIANCE WITH APPLICABLE LAW

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

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

13.     CONFIDENTIAL INFORMATION

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

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

                (b) Customer Information related to a Bell Atlantic Customer
        which is disclosed by Bell Atlantic to Reseller (except to the extent
        that the Bell Atlantic

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

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

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

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

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

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

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

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

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

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

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

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        with the provisions of this Section 13 in the same manner as the
        Recipient. The Recipient shall be liable for any failure of the
        Recipient's Affiliates and the directors, officers and employees of the
        Recipient and the Recipient's Affiliates, to comply with the provisions
        of this Section 13.

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

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

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

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

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

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

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

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

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

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        Recipient complies with any protective order that covers the
        Confidential Information to be disclosed.

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

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

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

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

14.     CONTINGENCIES

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

15.     COUNTERPARTS

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

                                       12
<PAGE>

16.     CUSTOMER INFORMATION

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

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

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

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

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

17.     DEFAULT

        17.1    If Reseller materially breaches a material provision of this
        Agreement (other than an obligation to make payment of any amount billed
        under this Agreement),

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<PAGE>

        and such breach continues for more than thirty (30) days after written
        notice thereof from Bell Atlantic, then, except as otherwise required by
        Applicable Law, Bell Atlantic shall have the right, upon notice to
        Reseller, to terminate or suspend this Agreement and/or provision of
        Bell Atlantic Services, in whole or in part.

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

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

18.     FACILITIES

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

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

19.     INTELLECTUAL PROPERTY

                Except as expressly stated in this Agreement, nothing contained
        within this Agreement shall be construed as the grant of a license,
        either express or implied, with

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<PAGE>

        respect to any patent, copyright, trade name, trade mark, service mark,
        trade secret, or other proprietary interest or intellectual property,
        now or hereafter owned, controlled or licensable by either Party.

20.     JOINT WORK PRODUCT

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

21.     LIABILITY

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

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

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

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

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

        21.3.3  THE LIABILITY, IF ANY, OF BELL ATLANTIC AND OTHER BELL ATLANTIC
        PERSONS, TO RESELLER, RESELLER CUSTOMERS AND/OR ANY OTHER PERSON, FOR
        ANY CLAIM, LOSS OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH A BELL
        ATLANTIC SERVICE

                                       15
<PAGE>

        FAILURE, SHALL BE LIMITED TO A TOTAL AMOUNT NOT IN EXCESS OF: (a) TWICE
        THE PROPORTIONATE CHARGE FOR THE BELL ATLANTIC SERVICE AFFECTED DURING
        THE PERIOD OF THE BELL ATLANTIC SERVICE FAILURE; OR, (b) IF THERE IS NO
        CHARGE FOR THE BELL ATLANTIC SERVICE AFFECTED, FIVE HUNDRED DOLLARS
        ($500.00).

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

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

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

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

        21.8    Reseller shall indemnify, defend and hold harmless Bell
        Atlantic, Bell Atlantic's Affiliates, and the directors, officers and
        employees of Bell Atlantic and Bell Atlantic's Affiliates, from any
        claims, suits, government proceedings, judgments, fines,

                                       16
<PAGE>

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

22.     NON-EXCLUSIVE REMEDIES

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

23.     NOTICES

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

                                       17
<PAGE>

                To Bell Atlantic:

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

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

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

24.     OPTION TO OBTAIN BELL ATLANTIC SERVICE UNDER OTHER AGREEMENTS

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

        24.2    To the extent the exercise of the foregoing option requires a
        rearrangement of facilities by Bell Atlantic, Reseller shall be liable
        for the non-recurring charges

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<PAGE>

        associated therewith, as well as for any termination charges associated
        with the termination of existing facilities or Bell Atlantic Services.

25.     REGULATORY APPROVALS

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

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

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

26.     REGULATORY CONTINGENCIES

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

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

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

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<PAGE>

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

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

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

27.     RELATIONSHIP OF THE PARTIES

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

        27.2    Nothing contained in this Agreement shall:

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

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

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

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

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

        27.4    Each Party shall be solely responsible for payment of any
        Social Security or other taxes which it is required by Applicable Law to
        pay in conjunction with its

                                       20
<PAGE>

        employees, Agents or contractors, and for collecting and remitting to
        applicable taxing authorities any taxes which it is required by
        Applicable Law to collect from its employees, Agents or contractors.

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

28.     RESELLER'S PROVISION OF SERVICE

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

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

29.     RESELLER'S RESALE AND USE OF SERVICE

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

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

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

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<PAGE>

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

30.     RESPONSIBILITY FOR CHARGES

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

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

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

        30.4    Without in any way limiting Reseller's obligations under Section
        30. 1, Section 30.2 and Section 30.3, Reseller shall pay, or collect and
        remit to Bell Atlantic, without discount, all Subscriber Line Charges,
        Federal Line Cost Charges, end user common line charges, carrier
        selection and change charges (PIC change charge), and the Presubscribed
        Interexchange Carrier Charge applicable to Reseller Customers who have
        not presubscribed to an interexchange carrier for long distance
        services, associated with Bell Atlantic Services provided by Bell
        Atlantic to Reseller.

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

31.     SECTION HEADINGS

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

32.     SERVICES NOT COVERED BY THIS AGREEMENT

                                       22
<PAGE>

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

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

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

        32.4    Without in any way limiting Section 32.1, the Parties agree that
        this Agreement does not apply to the purchase by Reseller of Audiotex
        Services (including, but not limited to, Dial-It, 976, 915 and 556
        services) for resale to Audiotex Service providers or other information
        service providers. Bell Atlantic shall have the right (but

                                       23
<PAGE>

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

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

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

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

33.     SERVICE QUALITY

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

34.     SINGLE POINT OF CONTACT

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

        34.2    Without in any way limiting Section 34.1, requests by Reseller
        Customers for information about or provision of Telecommunications
        Services which they wish to purchase from Reseller, requests by Reseller
        Customers to change, terminate, or obtain

                                       24
<PAGE>

        information about, assistance in using, or repair or maintenance of,
        Telecommunications Services which they have purchased from Reseller, and
        inquiries by Reseller Customers concerning Reseller's bills, charges for
        Reseller's Telecommunications Services, and, if the Reseller Customers
        receive dial tone line service from Reseller, annoyance calls, shall be
        made by the Reseller Customers to Reseller, and not to Bell Atlantic.

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

35.     SURVIVAL

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

36.     TAXES

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

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

                                       25
<PAGE>

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

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

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

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

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

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

                                       26
<PAGE>

        authority on either Reseller or Bell Atlantic with respect to the Tax on
        Bell Atlantic's receipts.

        36.4.5.2 Without in any way limiting Reseller's obligations under
        Section 36.4.5.1, in consideration of receiving the Pennsylvania gross
        receipts tax related discount specified in Bell Atlantic Tariff PA.
        P.U.C.-No. 1, Section 1, Paragraph 8.1.C.1.c, and/or Exhibit II,
        Attachment 1, Reseller agrees to reimburse Bell Atlantic for, and to
        indemnify and hold harmless Bell Atlantic against any gross receipts tax
        imposed on Bell Atlantic with respect to receipts from Bell Atlantic
        Retail Telecommunications Services provided by Bell Atlantic to Reseller
        under this Agreement.

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

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

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

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

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

        36.7    All notices, affidavits, exemption certificates or other
        communications required or permitted to be given by either Party to the
        other under this Section 36, shall

                                       27
<PAGE>

        be made in writing and shall be sent by certified or registered mail,
        return receipt requested, or by a reputable private delivery service
        which provides a record of delivery, to the addressee stated in Section
        23 at the address stated in Section 23 and to the following:

                To Bell Atlantic:

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

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

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

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

37.     TELEPHONE EXCHANGE SERVICE PROVIDER SELECTION

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

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

                                       28
<PAGE>

        Agreement. Reseller shall upon request by Bell Atlantic provide proof of
        such authorization (including, a copy of any written authorization).

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

38.     TELEPHONE NUMBERS

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

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

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

        38.4    If service on a Bell Atlantic Retail Telecommunications Service
        dial tone line subscribed to by Reseller from Bell Atlantic under this
        Agreement is terminated, the telephone numbers associated with such dial
        tone line shall be available for reassignment

                                       29
<PAGE>

        by Bell Atlantic to any person to whom Bell Atlantic elects to assign
        the telephone numbers, including, but not limited to, Bell Atlantic,
        Bell Atlantic end user retail Customers, Reseller, or Telecommunications
        Carriers other than Bell Atlantic and Reseller.

39.     WARRANTIES

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

40.     PUBLICITY AND USE OF TRADEMARKS OR SERVICE MARKS

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

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

41.     AUTHORIZATION

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

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

                                       30
<PAGE>

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

ESSENTIAL.COM, INC

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


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


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



BELL ATLANTIC - PENNSYLVANIA, INC.

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

                                       31
<PAGE>

                                    EXHIBIT I

                        BELL ATLANTIC ANCILLARY SERVICES

1.      BELL ATLANTIC OSS SERVICES

1.1     DEFINITIONS

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

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

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

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

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

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

1.2     BELL ATLANTIC OSS SERVICES

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

1.2.2           Subject to the requirements of Applicable Law, Bell Atlantic
        Operations Support Systems, Bell Atlantic Operations Support Systems
        functions, Bell Atlantic OSS

                                       32
<PAGE>

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

1.3     Reseller Usage Information

1.3.1           Upon request by Reseller, Bell Atlantic shall provide to
        Reseller, pursuant to Section 25 1 (c)(3) of the Act, 47 U.S.C.
        Section 251(c)(3), Reseller Usage Information.

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

        (a)     Daily Usage File on Data Tape.

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

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

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

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

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

1.4     PRICES

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

1.5     ACCESS TO AND USE OF BELL ATLANTIC OSS FACILITIES

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

                                       33
<PAGE>

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

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

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

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

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

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

1.6     BELL ATLANTIC OSS INFORMATION

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

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

                                       34
<PAGE>

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

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

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

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

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

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

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

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

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

                                       35
<PAGE>

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

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

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

1.7     LIABILITIES AND REMEDIES

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

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

1.8     RELATION TO APPLICABLE LAW

                The provisions of Exhibit I, Sections 1.5, 1.6 and 1.7 shall be
        in addition to and not in derogation of any provisions of Applicable
        Law, including, but not limited to, 47

                                       36
<PAGE>

         U.S.C. Section 222 and the FCC rules in 47 CFR Section 64.2001 -
         Section 64.2009, and are not intended to constitute a waiver by Bell
         Atlantic of any right with regard to protection of the confidentiality
         of the information of Bell Atlantic or Bell Atlantic Customers provided
         by Applicable Law.

1.9     COOPERATION

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

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

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

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

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

1.10    BELL ATLANTIC ACCESS TO INFORMATION RELATED TO RESELLER CUSTOMERS

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

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

                                       37
<PAGE>

2.      E911/911 SERVICES

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

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

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

3.      ROUTING TO DIRECTORY ASSISTANCE AND OPERATOR SERVICES

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

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

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

                                       38
<PAGE>

4.      LIDB/BVS

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

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

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

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

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

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

                                       39
<PAGE>

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

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



                                       40
<PAGE>

                                   EXHIBIT II

                       PRICES FOR BELL ATLANTIC SERVICES

1.      BELL ATLANTIC RETAIL TELECOMMUNICATIONS SERVICES

1.1     PRICES

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

1.2     INAPPLICABILITY OF DISCOUNTS

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

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

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

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

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

1.3     DISCOUNT CHANGES

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

1.3.2           Bell Atlantic shall have the right to change the discounts
provided for in Exhibit II, Section 1.1, above, from time-to-time, to the extent
such change is required, approved or

                                       41
<PAGE>

permitted by Applicable Law, including, but not limited to, by regulation or
order of the Commission, the FCC, or other governmental entity of appropriate
jurisdiction.

1.4     OFFERS OF MERCHANDISE AND SERVICES WHICH ARE NOT BELL ATLANTIC RETAIL
        TELECOMMUNICATIONS SERVICES

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

2.      BELL ATLANTIC ANCILLARY SERVICES

2.1     PRICES

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

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

2.2     PRICE CHANGES

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

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

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

                                       42
<PAGE>

                                                                    ATTACHMENT I
                                                                   TO EXHIBIT II

                       BELL ATLANTIC - PENNSYLVANIA, INC.

                    DETAILED SCHEDULE OF ITEMIZED CHARGES(1)

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

     Resale of Bell Atlantic Retail             20.69% or discount rate as
     Telecommunications Services if RESELLER    established by Commission Order.
     provides its own Operator Services.

     Resale of Bell Atlantic Retail             18.43% or discount rate as
     Telecommunications Services if RESELLER    established by Commission Order.
     uses Bell Atlantic Operator Services.

     Pennsylvania Gross Receipts Tax            Discount as per Bell Atlantic--
                                                Pennsylvania Tariff Pa.
                                                P.U.C.-No. 1, Section 1,
                                                PARA 8.1


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

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

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

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

<PAGE>

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

II. ACCESS TO OPERATION SUPPORT SYSTEMS
    A. PRE-ORDERING                          $.22/Query               Not Applicable
    B. ORDERING                              $3.34/Transaction        Not Applicable
    C. PROVISIONING                          Included in Ordering     Not Applicable
    D. MAINTENANCE & REPAIR
       1. ECG ACCESS                         $.22/Query               Not Applicable
       2. EB/OSI ACCESS                      $1.16/Trouble Ticket     Not Applicable
    E. BILLING
       1. CD-ROM                             $246.59/CD-ROM           Not Applicable

       2. DAILY USAGE FILE
          a. EXISTING MESSAGE RECORDING      $.000258/Message         Not Applicable
          b. DELIVERY OF DUF
             Data Tape                       $17.18/Tape              $61.39/Programming
                                                                      Hour

             Network Data Mover              $.000094/Message         Not Applicable

             CMDS                            $.000094/Message         $61.39/Programming
                                                                      Hour

          C. DUF TRANSPORT
             9.6 kb Communications Port      $10.24/Month             $7,437.36/Port
             56 kb Communications Port       $28.29/Month             $30,778.91/Port
             256 kb Communications Port      $28.29/Month             $51,236.88/Port
             T1 Communications Port          $359.31/Month            $182,827.99/Port
             Line Installation               Not Applicable           $61.39/Programming
                                                                      Hour/Port
             Port Set-up                     Not Applicable           $9.85/Port
             Network Control Programming     Not Applicable           $61.39/Programming
             Coding                                                   Hour/Port

</TABLE>

                                       2
<PAGE>

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

III. DIRECTORY ASSISTANCE/OPERATOR SERVICES
ROUTING

     To RESELLER Platform                    $.142360/Line/Month      $3.84/Line

     To BA Platform for Re-Branding          $.083300/Call            $3.84/Line

IV. LIDB INTERCONNECTION/BILLING VALIDATION
SERVICE

     LIDB Point Codes                        Not Applicable           $85.84/Point Code

     Calling Card                            $.015542/Query           Not Applicable

     Billed Number Screening                 $.015542/Query           Not Applicable

     Storage of RESELLER's Data in LIDB      Not Applicable           $1,469.92 Service
     Database                                                         Establishment

</TABLE>

                                       3
<PAGE>

                            APPENDIX 1, ATTACHMENT 15

                  QUALIFIED BUSINESS LINES FOR VOLUME COMMITMENT
                                  PENNSYLVANIA

<TABLE>
<S>                                                                       <C>                 <C>         <C>
-----------------------------------------------------------------------------------------------------------------------------
ACCESS LINES
-----------------------------------------------------------------------------------------------------------------------------
Dial Tone Line                                                             DTL                DTLBX
-----------------------------------------------------------------------------------------------------------------------------
Message                                                                    BWL                 1MB         B1M
-----------------------------------------------------------------------------------------------------------------------------
Direct Inward Dial Trunks                                                  NDT                 NDN         ND4
-----------------------------------------------------------------------------------------------------------------------------
PBX Trunks Message                                                         BWT                TV1++        TKG
-----------------------------------------------------------------------------------------------------------------------------
PBX Digital trunks                                                         D7Z                 D7W
-----------------------------------------------------------------------------------------------------------------------------
                                  CENTREX:**
-----------------------------------------------------------------------------------------------------------------------------
**EXCLUDES:
1  Centrex systems priced under a special contract (ICB, FPO, LSO, Custom Pricing)
2. Centrex systems which serve multiple end user customers
-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------
              CENTREX - CUSTOPAK / CLASS OF SERVICE
-----------------------------------------------------------------------------------------------------------------------------
Measured                                                                  CEC+X
-----------------------------------------------------------------------------------------------------------------------------
                         CUSTOPAK LINES
-----------------------------------------------------------------------------------------------------------------------------
Unrestricted                                                               R3G
-----------------------------------------------------------------------------------------------------------------------------
Restricted                                                                 R3K
-----------------------------------------------------------------------------------------------------------------------------
Primary Off Prem                                                           RX3
-----------------------------------------------------------------------------------------------------------------------------
           CENTREX - CUSTOFLEX 2100 / CLASS OF SERVICE                     RJY
-----------------------------------------------------------------------------------------------------------------------------
Measured                                                                  KEK+X
-----------------------------------------------------------------------------------------------------------------------------
                      CUSTOFLEX 2100 LINES
-----------------------------------------------------------------------------------------------------------------------------
Unrestricted                                                               R4N
-----------------------------------------------------------------------------------------------------------------------------
Restricted                                                                 RHK
-----------------------------------------------------------------------------------------------------------------------------
ISDN - Unrestricted                                                        XQA
-----------------------------------------------------------------------------------------------------------------------------
ISDN - Restricted                                                          XQK
-----------------------------------------------------------------------------------------------------------------------------

</TABLE>
                                  PAGE 1 OF 1
<PAGE>

                            APPENDIX 1, ATTACHMENT 16

                 PRODUCT AND SERVICES ELIGIBLE FOR VTD DISCOUNT
                                  PENNSYLVANIA

<TABLE>
<S>                                                                            <C>              <C>         <C>
----------------------------------------------------------------------------------------------------------------------------
ACCESS LINES
----------------------------------------------------------------------------------------------------------------------------
Dial Tone Line                                                                   DTL             DTLBX
----------------------------------------------------------------------------------------------------------------------------
Message                                                                          BWL              1MB        BIM
----------------------------------------------------------------------------------------------------------------------------
Direct Inward Dial Trunks                                                        NDT              NDN        ND4
----------------------------------------------------------------------------------------------------------------------------
PBX Trunks Message                                                               BWT             TV1++       TKG
----------------------------------------------------------------------------------------------------------------------------
PBX Digital trunks                                                               D7Z              D7W
----------------------------------------------------------------------------------------------------------------------------
INTRA-LATA TOLL
#MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
----------------------------------------------------------------------------------------------------------------------------
Message Rate Service                                                             NIA
----------------------------------------------------------------------------------------------------------------------------
MTS, including Key Connections & Rewarding Connections                          VWDK1              WRV
                                                                          --------------------------------------------------
Optional Calling Plan BUT excluding all other OCPs                              OVSXX            OVS3X
----------------------------------------------------------------------------------------------------------------------------
FEATURES
#MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
----------------------------------------------------------------------------------------------------------------------------
Touch Tone TTV                                                                                    TJB
----------------------------------------------------------------------------------------------------------------------------
IQ SERVICES:
#MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
----------------------------------------------------------------------------------------------------------------------------
Call Forwarding                                                                  ESM
----------------------------------------------------------------------------------------------------------------------------
Call Waiting                                                                     ESX
----------------------------------------------------------------------------------------------------------------------------
Call Waiting ID                                                                  NWT
----------------------------------------------------------------------------------------------------------------------------
Speed Dialing 8                                                                  ESL
----------------------------------------------------------------------------------------------------------------------------
Speed Dialing 30                                                                 ESF
----------------------------------------------------------------------------------------------------------------------------
3 Way Calling (per Use or Monthly)                                               ESC
----------------------------------------------------------------------------------------------------------------------------
*69 (per Use or Monthly)                                                         NSS
----------------------------------------------------------------------------------------------------------------------------
Call Trace (Per Use Charge)
----------------------------------------------------------------------------------------------------------------------------
Caller ID                                                                        NSD
----------------------------------------------------------------------------------------------------------------------------
Caller ID with Name                                                              NDF
----------------------------------------------------------------------------------------------------------------------------
Per Call Blocking (Per Use Charge)
----------------------------------------------------------------------------------------------------------------------------
Repeat Dialing                                                                   NSQ
----------------------------------------------------------------------------------------------------------------------------
Ultra Forward                                                                    FRM
----------------------------------------------------------------------------------------------------------------------------
Distinctive Ring                                                                DRQ+X
----------------------------------------------------------------------------------------------------------------------------
Priority Call                                                                    NSK
----------------------------------------------------------------------------------------------------------------------------
Select Forward                                                                   NCE
----------------------------------------------------------------------------------------------------------------------------
Call Block                                                                       NSY
----------------------------------------------------------------------------------------------------------------------------
Call Gate                                                                        OC4
----------------------------------------------------------------------------------------------------------------------------
Anonymous Call Rejection - w/ Caller ID                                          AWY
----------------------------------------------------------------------------------------------------------------------------
Line Blocking                                                                    NG5
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                  PAGE 1 OF 1