AMENDMENT, CONSENT AND WAIVER

         AMENDMENT,  CONSENT AND WAIVER (this "Amendment"),  dated as of June 2,
2000, among USOL HOLDINGS, 1NC. ("Holdings"),  USOL, INC. (the "Borrower"),  the
various financial  institutions party, to the Credit Agreement referred to below
(the  "Banks"),  PARIBAS,  as  Administrative  Agent and  Syndication  Agent and
DEUTSCHE BANK AG, NEW YORK BRANCH, as Documentation Agent. All capitalized terms
used  herein  and not  otherwise  defined  shall  have the  respective  meanings
provided such terms in the Credit Agreement.

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS,  Holdings,  the Borrower, the Banks and the Agents are parties
to a Credit  Agreement,  dated as of December 30, 1999 (as amended,  modified or
supplemented through the date hereof, the "Credit Agreement"); and

         WHEREAS,  the parties  hereto wish to amend the  Credit,  Agreement  as
herein provided;

         NOW, THEREFORE, it is agreed.

         1.  Section  8.06(vii)  of the Credit  Agreement  is hereby  amended by
deleting  the  amount  "$100,000"  and  insetting  in lieu  thereof  the  amount
"5240,000".

         2.  Notwithstanding  anything  to  the  contrary  contained  in  Credit
Agreement,  the  undersigned  hereby consent to the loan made by the Borrower to
Seth Davis in the amount of $150,000,  which loan shall have a maturity  date of
October 31, 2040 and shall be secured solely lay Seth Davis's stock options.

         3.  Notwithstanding  anything to the  contrary  contained in the Credit
Agreement,  the undersigned hereby consent to increasing the limit of loans made
by the Borrower to Residentclub in Section 8.06(x) from $2,000,000 to $3,000,000
for the  period  beginning  on the  Amendment  Effective  Date and ending on the
earlier of (i) August 31,  2000 or (ii) the  raising of at least  $1,000,000  in
capital, after which period such limit shall revert back to $2,000,000.

         4.  Notwithstanding  anything to the  contrary  contained in the Credit
Agreement, the undersigned hereby consent to Residentclub incurring a loan of up
to $5,000,000 from Newman Financial  Services;  provided,  that such loan (i) is
evidenced by an instrument in such amount,  (ii) is secured solely by the stool.
and/or assets of Residentclub and (iii) is in form and substance satisfactory to
the Administrative Agent.

         5. In order to induce  the  Banks to enter  into  this  Amendment,  the
Borrower  hereby  represents and warrants that on the Amendment  Effective Date,
both  before and after  giving  effect to this  Amendment  and the  transactions
contemplated hereby, (i) no Default or Event of Default shall exist and (ii) all
of the representations and warranties contained in the Credit Documents shall be
true and correct in all material  respects,  with the same effect as though such
representation's  and  warranties  had  been  made  on and  as of the  Amendment
Effective Date (it being understood that any  representation or warranty made as
of a specific date shall be true and correct in all material respects as of such
specified date).


<PAGE>


         6. This Amendment  shall become  effective on the date (the  "Amendment
Effective  Date") when (i) Holdings,  the Borrower and the Required  Banks shall
have signed a counterpart  hereof  (whether the same or different  counterparts)
and shall have  delivered  (including by way of facsimile) the same to the Agent
and (ii) all fees,  costs and expenses owing to the Flanks,  including,  without
limitation, the fees of White & Case LLP, shall have been paid.

         7. This  Amendment is limited as specified  and shall not  constitute a
modification, acceptance, consent or waiver of any other provision of the Credit
Agreement or any other Credit Document.

         8. This Amendment may be executed in any number of counterparts  and by
the  different   parties  hereto  on  separate   counterparts,   each  of  which
counterparts when executed and delivered shall be an original,  but all of which
shall  together  constitute  one and the  same  instrument.  A  complete  set of
counterparts shall be lodged with the Borrower and the Agent.

         9.  THIS  AMENDMENT  AND THE  RIGHTS  AND  OBLIGATIONS  OF THE  PARTIES
HEREUNDER  SHALL BE CONSTRUED IN ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

         10. From and after the Amendment  Effective  Date all references in the
Credit Agreement and the other Credit Documents to the Credit Agreement shall be
deemed to be references to the Credit Agreement as modified hereby.

                                     * * * *



<PAGE>


         IN  WITNESS  WHEREOF,   the  parties  hereto  have  caused  their  duly
authorized  officers to execute and deliver this  Amendment as of the date first
above written.

                                      USOL HOLDINGS, INC.


                                      By:        /s/ Jeff Sperber
                                         --------------------------------------
                                         Chief Financial Officer

                                      USOL, INC.


                                      By:        /s/ Jeff Sperber
                                         --------------------------------------
                                         Chief Financial Officer

                                      PARIBAS,
                                       Individually and as Administrative
                                       Agent aced Syndication Agent

                                      By:        /s/ Salo Aizenberg
                                          -------------------------------------
                                          Vice President


                                      DEUTSCHE BANK AG, NEW YORK
                                      BRANCH,
                                      as Documentation Agent

                                      By:        /s/ Jon D. Storck
                                         --------------------------------------
                                         Vice President

                                      By:        /s/ Sangita Gupte
                                         --------------------------------------
                                         Associate


<PAGE>



                                      DEUTSCHE BANK AG, NEW YORK
                                      AND/OR CAYMAN ISLANDS BRANCHES


                                      By:       /s/ Jon D. Storck
                                         --------------------------------------
                                         Title:

                                      By:      /s/ Sangita Gupte
                                         --------------------------------------
                                         Title:

                                      COAST BUSINESS CREDIT


                                      By:        /s/
                                         --------------------------------------
                                         Vice President