EXHIBIT 10.5

                                  ZIPLINK, INC.
                              900 CHELMSFORD STREET
                               TOWER 1, 5TH FLOOR
                                LOWELL, MA 01851

July 26, 2000

Mr. Henry M. Zachs
ZipLink, Inc.
40 Woodland Street
Hartford, CT 06105

Dear Henry:

         We refer to the Revolving Loan and Security Agreement, dated July 26,
2000, between Fleet National Bank (the "Bank") and Ziplink, Inc. (the "Company")
respecting the terms of a Revolving Loan (the "Revolving Loan") to the Company,
to be guaranteed by you personally (the "Guaranty") and with the Guaranty
secured by your pledge to the Bank no less than 600,000 shares of Vodafone
Airtouch PLC common stock (the "Pledge").

         In consideration for your entering into the Guaranty and Pledge and
maintaining the Guaranty and Pledge during the term of the Revolving Loan, and
for the related agreements set forth in this letter, the Company agrees to pay
you the following compensation:

1.       Interest on amounts borrowed of 4%, with such payments made monthly in
         arrears at the same time that interest is due to the Bank.

2.       A structuring fee of $100,000.00, with such fee payable upon execution
         of the Revolving Loan and the Guaranty.

3.       A drawdown fee of 5% on each drawdown by the Company on the Revolving
         Loan, with such fees payable at the time of each draw.

         You acknowledge that (a) the Bank and the Company plan to enter into an
interest rate swap in connection with the Revolving Loan, and (b) from time to
time during the term of the Revolving Loan and the Guaranty the Company may
enter into capital leases to satisfy its equipment needs, including the
potential sale and leaseback of current equipment.. You agree to consent to each
such interest rate swap and additional line of credit, and to execute such
amendments to the Guaranty, consents or other documents reasonably requested by
the Company or the Bank to continue the Guaranty and Pledge in full force and
effect following any such transaction or transactions.


         Please indicate your acceptance of these terms by executing a copy of
this letter and returning it to me.

                                Very truly yours,

                                ZIPLINK, INC.

                                By: /s/ Gary P. Strickland
                                    --------------------------------
                                Gary P. Strickland
                                Chief Financial Officer

ACCEPTED AND AGREED:

/s/ Henry M. Zachs
--------------------------
Henry M. Zachs