This Agreement, which shall become effective as of the 22nd day of May, 2000, is entered into by and between Talk. com Holding Corp. ("Talk. com") a Pennsylvania corporation on behalf of itself, and BellSouth Telecommunications, Inc., ("BellSouth"), a Georgia corporation, on behalf of itself and its successors and assigns.

WHEREAS, the Telecommunications Act of 1996 (the "Act") was signed into law on February 8, 1996; and

WHEREAS, section 252 (i) of the Act requires BellSouth to make available any interconnection, service, or network element provided under an agreement approved by the appropriate state regulatory body to any other requesting telecommunications carrier upon the same terms and conditions as those provided in the agreement in its entirety; and

WHEREAS, Talk. com has requested that BellSouth make available in its entirety the interconnection agreement executed between BellSouth and The Other Phone Company, Inc. d/b/a Access One Communications, Inc. ("Access One") dated February 17, 2000 for the state(s) of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee.

NOW, THEREFORE, in consideration of the promises and mutual covenants of this Agreement, Talk. com and BellSouth hereby agree as follows:

1. Talk. com and BellSouth shall adopt in its entirety the Access One Interconnection Agreement dated February 17, 2000 and any and all amendments to said agreement executed and approved by the appropriate state regulatory commission as of the date of the execution of this Agreement. The Access One Interconnection Agreement and all amendments are attached hereto as Exhibit 1 and incorporated herein by this reference. The adoption of this agreement with amendment (s) consists of the following:

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

3. The term of this Agreement shall be from the effective date as set forth above and shall expire as set forth in section 2 of the Access One Interconnection Agreement. For the purposes of determining the expiration date of this Agreement pursuant to section 2 of the Access One Interconnection Agreement, the effective date shall be February 17, 2000.

4. Talk. com shall accept and incorporate any amendments to the Access One Interconnection Agreement executed as a result of any final judicial, regulatory, or legislative action.

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

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