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                                                                   Exhibit 10.01


Exhibit 10.01     Agreement dated March 3, 1999 between Canadian Telecom
                  Resellers Alliance and Registrant.


Agreement No. 9904

         CUSTOMER SERVICE AGREEMENT

BETWEEN:

                           Canadian Telecom Resellers Alliance, an Ontario
                           business corporation, having its registered office at
                           7101 Syntex Drive, in the City of Mississauga, ON L5N
                           6H5,

                           (hereafter called "CTRA"),

AND:

                           APC Telecom Inc. _____________, a corporation
                           duly constituted under the laws of Canada having its
                           principal place of business at 241 Applewood Crescent
                           Suite 4 , in the city of Vaughan ON L4K 4E6

                           (hereafter called the "Customer").

1.       The Service

         1.1      Customer, a purchaser and supplier of telecommunications
                  services, hereby requests CTRA and CTRA hereby agrees to
                  provide a telecommunications termination service (hereinafter
                  referred to as the "Service") to Customer, allowing Customer
                  to route its clients' long distance phone calls through CTRA's
                  underlying carrier networks, under the terms and conditions
                  specified herein.

         1.2      Customer shall not use the Service, nor shall allow the use of
                  the Service by others, for any illegal purposes, or in a
                  manner that violates the law, or for annoying any person, or
                  in a manner which interferes with the use of the Service by
                  others users. Customer shall not be excused from paying CTRA
                  for the Service, or any portion thereof, on the basis that a
                  fraudulent or an unauthorized use comprised a corresponding
                  portion of such Service.

         1.3      In order to obtain the Service, Customer must first comply
                  with the procedures outlined in Schedule A and its Annexes I
                  and 2 appended hereto and made a part hereof.

2.       Rates, Charges and Taxes

         2.1      Customer agrees to and shall be responsible for paying CTRA
                  for all calls and data transmissions made or received over
                  CTRA's underlying carrier networks via the means made
                  available to Customer and its sub-users to access CTRA's
                  underlying carrier networks, on the basis of the set
                  per-minute rates and the various non-recurring charges
                  outlined in Schedule B attached hereto and made a part hereof

         2.2      Customer further agrees to and shall be responsible for paying
                  CTRA all applicable federal, provincial and local taxes which
                  shall be added to the amounts payable by Customer to CTRA
                  hereunder.

3.       Duration and Renewal

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         3.1      This agreement is for a term of Three (3) years, starting on
                  March 21, 1999, and ending at noon, Eastern Standard Time,
                  March 20 2002 (hereinafter referred to as the "initial term").

         3.2      This agreement will renew automatically for an equivalent term
                  at the end of the initial term or each renewal unless Customer
                  or CTRA advises the other in writing of its intention not to
                  renew the agreement at least thirty (30) days prior to the end
                  of the initial term or renewal.

4.       Terms of Payment and Billing

         4.1      Customer shall be invoiced by CTRA on a monthly basis and each
                  invoice is due and payable thirty (30) days from the date of
                  the invoice.

         4.2      Invoices not paid when due shall accrue interest at a monthly
                  rate of 1.5% compounded monthly (19.56% per annum) and
                  computed on a daily basis from the date the invoice was due
                  until payment is received by CTRA.

         4.3      In order to be considered, any billing discrepancies shall be
                  submitted to CTRA with reasonable details, in writing, within
                  thirty (30) days of the date of the invoice. Failing such
                  submission within the stated delay, CTRA shall be entitled to
                  disregard any such discrepancy.

         4.4      If Customer's payment by cheque is returned for insufficiency
                  of funds or cannot otherwise be processed for payment,
                  Customer shall be liable for and subject to a Fifteen Dollar
                  ($15.00) charge, applicable each time a cheque is returned or
                  not processed.

         4.5      The rates and charges mentioned in clauses 4.2 and 4.4 above
                  are subject to change from time to time upon notice by CTRA to
                  Customer, without giving effect to the opting out provisions
                  of clause 14.

         4.6      Termination, interruption or suspension of Service to Customer
                  shall not affect Customer's obligation to pay any amount owing
                  to CTRA hereunder or otherwise.

         4.7      Customer guarantees that their monthly billing (i.e.: the
                  amount charged to Customer by CTRA) will amount to not less
                  than Fifty Thousand Dollars ($ 50,000.00) net of taxes, on or
                  before December 31st, 1999 and will not be less than this
                  amount for the remainder of the term.

         4.8      If by December 31st, 1999 the Customer does not reach the
                  billing level specified in clause 4.7, the Customer shall pay
                  forthwith to CTRA one half of the difference between Fifty
                  Thousand Dollars ($ 50,000.00) and the actual level of billing
                  (net of taxes) for each month where the commitment of clause
                  4.7 is not met during the rest of the present term or the
                  renewal item.

         1.   Security

         4.1      deleted

         5.2      Any deposit required pursuant to clause 5.1 shall be held by
                  CTRA without interest to Customer. CTRA shall have the right
                  to apply the deposit against any outstanding balance in
                  Customer's account. In the event that there is no outstanding
                  balance or it is less than the

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                  amount deposited, the deposit or the remainder of the
                  deposit shall be refunded to Customer upon termination of
                  this agreement.

         5.3      Customer hereby grants, as of the execution of this agreement,
                  and binds itself to execute simultaneously a document to that
                  effect on the form provided by CTRA as an essential condition
                  of this agreement, a first ranking security on all Customer's
                  accounts receivable, lists of clients and other goodwill, to
                  the benefit of CTRA, in order to secure all the obligations of
                  Customer hereunder. Where the law requires the said security
                  to be for a fixed amount, such amount will be set at an amount
                  equal to the equivalent of one (1) year estimated billing for
                  the Service. In order to give effect to the foregoing,
                  Customer will do all things and execute all additional
                  instruments useful or necessary to effectively assign its
                  accounts receivable, lists of clients and other goodwill to
                  CTRA.

         5.4      CTRA shall have the right to request at all times and receive
                  forthwith from the Customer a copy of the last annual or
                  quarterly financial statements of Customer.

6.       Service or Equipment Failure

         6.1      CTRA does not warrant uninterrupted Service, nor the
                  continuous availability or working of its equipment, or the
                  transmission services, systems or equipment of any other
                  telecommunications or telephone company or carrier whose
                  services, equipment or systems are used by CTRA, or by
                  Customer or any of its users in connection with the Service.

         6.2      For the purposes of this agreement, "interruption" shall mean
                  the inability to complete calls due to network, system or
                  equipment malfunction or human errors.

         6.3      In addition to the provisions of clause 10.3, it is expressly
                  understood that Service may be temporarily suspended or
                  interrupted without any liability being incurred by CTRA.
                  Furthermore, no compensation, credit, allowance or adjustment
                  will be made to amounts otherwise owing by Customer by reason
                  of any such suspensions or interruptions.

         6.4      No credit will be given for Service difficulties such as
                  (without limiting the generality of the foregoing) low dial
                  tone, circuits busy or other network or switching capacities
                  shortages, interruptions caused by the failure of any services
                  or facilities provided by a carrier or other entity other than
                  CTRA, interruptions caused by Customer's fault, negligence or
                  wilful act or interruptions caused by failure of Customer's
                  equipment or systems, or interruption by CTRA due to
                  Customer's failure to pay any amount due to CTRA or any breach
                  of this agreement by Customer.

7.       Confidential Information

         7.1      Customer states and acknowledges that all information
                  mentioned herein or otherwise transmitted to CTRA or its
                  underlying carriers, is true and exact. Customer warrants that
                  it has been authorized to transmit such information to CTRA
                  and that CTRA is authorized to receive and to hold such
                  information. Furthermore, Customer acknowledges it was
                  informed upon giving said information, that:

                  7.1.1    the information will be used for the purpose of
                           obtaining the Service, for the management of its
                           Customer file and, among other things, for reasons of
                           credit, billing and collection; and

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                  7.1.2    the information contained in its Customer file is
                           available only where necessary, to employees or
                           agents of CTRA for the purposes of this agreement;
                           and

                  7.1.3    its Customer file will be stored in the Customers
                           Service Department of CTRA's underlying carriers
                           where Customer will forward in writing any request to
                           access or to rectify said information.

         7.2      Customer agrees to advise CTRA's underlying carriers without
                  delay of any change to such information supplied by Customer
                  for the purposes of this agreement.

         7.3      Customer further states and acknowledges that all information
                  contained in this agreement and the Schedules hereto are
                  confidential.

8.       Liability and Indemnification

         8.1      CTRA, its directors, officers, employees, contractors or
                  agents shall not be liable to Customer, the latter's clients,
                  employees, representatives or any other user of the Service or
                  any other person or entity for:

                  8.1.1    any mistakes, omissions, errors, delays or defect in
                           transmissions, or failure to transmit, or
                           interruptions of Service;

                  8.1.2    any damages including direct, indirect, special
                           consequential, exemplary or punitive damages,
                           including, without limitation, any interruption of
                           business, any loss of data, goodwill, profits,
                           earnings and business opportunities or other losses,
                           resulting directly or indirectly out of or in
                           connection with this agreement or the provision of or
                           failure to provide the Service or other use of CTRA's
                           communications services, facilities, equipment or
                           systems, or the use of same by others, even if CTRA
                           has been advised in advance of the possibility
                           thereof;

                  8.1.3    any acts or omissions of any connecting, underlying
                           or local exchange telecommunications carrier whose
                           facilities, equipment or systems are used in
                           providing inter-connection for or termination of, the
                           Service;

                  8.1.4    claims for libel, defamation, slander, harassment,
                           invasion of privacy, illegal or improper use of
                           telecommunications services or facilities,
                           infringement of copyright or unauthorized use of or
                           infringement of trade-mark or trade-name or
                           infringement of other intellectual property rights,
                           arising out of the material data or information
                           transmitted or received over CTRA's underlying
                           carriers' services, facilities, equipment or systems;
                           claims for patent infringement arising from combining
                           or connecting Customer provided facilities, equipment
                           or systems with CTRA's underlying carriers' services
                           facilities, equipment or systems;

                  8.1.5    claims by those to whom Customer may provide
                           telecommunications or other services;

                  8.1.6    all other claims arising out of any act or omission
                           of Customer or any person utilizing Customer's
                           telephone numbers, access lines, access codes,
                           authorization codes, calling cards or other means to
                           access CTRA's underlying carriers' network

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                           with or without the consent of Customer in
                           connection with any services, facilities, equipment
                           or systems, whether provided by CTRA or by Customer;

                  8.1.7    any defacement of or damage to, the premises of
                           Customer resulting from the attachment of any
                           equipment, apparata or associated wiring or
                           instruments supplied by CTRA on such Customer's
                           premises or by the installation or removal thereof;
                           or

                  8.1.8    any breach of the provisions of this agreement due to
                           force majeure or any other cause or event beyond
                           their reasonable control.

         8.2      Without limiting the generality of the foregoing, CTRA's total
                  and only liability under this agreement is absolutely limited
                  to an amount equal to that of the security provided for in
                  clause 5.1 above.

         8.3      There is no express or implied warranty or condition, whether
                  of merchantability, fitness for a particular purpose, or
                  otherwise, with respect to the Service or any product or
                  equipment provided by CTRA hereunder.

         8.4      Customer hereby waives as against CTRA, its directors,
                  officers, employees, contractors and agents and shall
                  indemnify and hold all of them harmless from and against all
                  claims, damages, penalty or fine and acts or omissions as
                  described in clauses 8.1.1 to 8.1.8 inclusive, made by
                  Customer's directors, officers, employees, contractors or
                  agents, or by any third party.

         8.5      Customer shall further indemnify and hold CTRA harmless from
                  and against any penalty or fine ordered or imposed by any
                  government authority or agency pursuant to finding CTRA guilty
                  of misleading or fraudulent practices in activating clients of
                  Customer on CTRA's underlying carriers' network. In addition,
                  Customer shall pay to CTRA all amounts that are due by such
                  clients, the applicable dispute charges as incurred and a
                  penalty of one hundred dollars ($100.00) per complaint to
                  cover the costs of investigation and administration thereof.
                  All matters concerning such unauthorized activations will be
                  referred to the local telephone company's Carrier Services
                  group which investigates all such disputes. The burden of
                  proof will be on Customer to prove its client did in fact
                  choose Customer as its long distance service provider.

9.       Responsibility of Customer

         9.1      Customer shall notify CTRA's underlying carriers within two
                  (2) business days whenever any of its own clients or sub-users
                  ceases to use the Service, either because the said client or
                  sub-user has chosen a preferred inter-connection carrier other
                  than CTRA or has had its service agreement with Customer
                  interrupted or terminated for any reason.

         9.2      Where Customer so notifies CTRA's underlying carriers to
                  discontinue the Service to specific sub- user(s) or telephone
                  number(s), CTRA shall diligently discontinue the Service as
                  requested, but in any event, no later than three (3) business
                  days after the receipt of said notification, without liability
                  to the Customer beyond the expiration of said three (3) days'
                  delay.

         9.3      CTRA's underlying carriers will provide Customer with regular
                  or occasional lists of Customer's clients. CTRA's underlying
                  carriers will also promptly notify Customer of any PIC Care
                  transactions indicating that one or more of Customer's clients
                  or sub-users have selected another carrier. Customer shall
                  have two (2) business days following the receipt of such list
                  or notice to notify CTRA's underlying carriers that some
                  clients are not Customer's clients any more and that the
                  Service should not be provided to them through CTRA's
                  underlying carriers' network.

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         9.4      If Customer fails to so notify CTRA's underlying carriers,
                  Customer shall be responsible for the payment of all amounts
                  due by such clients or sub-users utilizing the Service beyond
                  the expiration of said two (2) day delay.

10.      Termination

         10.1     Except where otherwise specified, this agreement may be
                  terminated by either party upon thirty (30) days written
                  notice.

         10.2     Should this agreement be terminated by Customer before the
                  expiry of the term or any renewal thereof, Customer will owe
                  CTRA, and will be billed a termination charge of Fifty
                  Thousand Dollars ($50,000.00).

         10.3     Customer agrees that CTRA may suspend, disconnect or terminate
                  the Service in whole or in part and this agreement, if
                  Customer:

                  10.3.1   fails to pay any invoice when due or any other amount
                           owed to CTRA;

                  10.3.2   fails to abide by the terms and conditions as
                           specified in the agreement or provides false or
                           misleading information to CTRA in connection with an
                           application or agreement for Service;

                  10.3.3   fails to provide or maintain a security deposit or
                           other alternative when required to do so pursuant to
                           this agreement; or

                  10.3.4   intentionally or de facto transfers or assigns in
                           whole or in part CTRA's Service without the express
                           written authorization of CTRA, which shall be deemed
                           a fraudulent use of the Service.

         10.4     Prior to such suspension or termination, CTRA will provide
                  Customer with reasonable notice of the suspension or
                  termination date, the reason(s) for the proposed suspension
                  or termination and any amount owing.

         10.5     Notwithstanding anything herein contained, this agreement
                  shall terminate forthwith automatically if Customer:

                  10.5.1   uses CTRA's underlying carriers Service, facilities,
                           equipment or systems in a manner that adversely
                           affects CTRA's underlying carriers' operations or the
                           use of CTRA's underlying carriers' services by other
                           customers; or

                  10.5.2   commits an act of bankruptcy within the meaning of
                           the Bankruptcy and Insolvency Act (Canada); if any
                           bankruptcy or insolvency proceedings are taken by or
                           against the Customer; if Customer passes a resolution
                           to or makes any voluntary assignment for the benefit
                           of its creditors; if a receiver takes possession of
                           any of Customer's property; if Customer ceases to
                           carry on business in the normal course; if Customer
                           is liquidated or wound up, or avails itself of the
                           Companies' Creditors Arrangement Act (Canada).

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11.      Access to Site and Disconnection

         The employees of CTRA may enter the site where the Service is provided
         at all reasonable hours to install, inspect, repair, maintain, replace
         and disconnect all lines, and remove from the site CTRA's facilities
         and equipment.

12.      Notices

         Any notices required or permitted to be given hereunder shall be in
         writing and shall be deemed to have been received five (5) business
         days after the post-marked date thereof if sent by mail, the next
         business day following transmission if sent by facsimile, or at the
         time of delivery if hand-delivered. Any notices shall be addressed as
         follows:

         12.1     to CTRA:          CTRA Communications Inc.
                                         7101 Syntex Drive
                                         Mississauga ON L5N 6H5
                                         Attn: Erle Stephens
                                         Fax No: (905) 542-0470

         11.2    to Customer: APC Telecom Inc.
                              241 Applewood Inc.
                              Suite 4
                              Vaughan ON L4K 4E6

13.      Legal Costs

         Customer shall be responsible for all costs, expenses, collection
         agency fees, legal fees and disbursements incurred by CTRA to
         recuperate any sums owing by Customer hereunder, including fees on an
         solicitor/client basis in connection with any legal or other
         proceedings where judgement against Customer or its clients is awarded
         in favour of CTRA, or for, the creation and registration of the
         security mentioned in clause 5.3 hereof.

14.      Changes to Agreement

         The terms and conditions, the rates, charges or other fees associated
         with the Service are subject to changes from time to time. Upon
         notification of any such changes, Customer becomes liable for all new
         rates, charges or fees and is deemed to have accepted all new
         applicable changes in the relevant terms and conditions, unless,
         subject to the reserve of clause 4.5, Customer terminates the agreement
         within one (1) week from the receipt of such notification.

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15.      Assignment

         Neither this agreement nor any right thereunder may be assigned,
         transferred or otherwise disposed of in whole or in part by Customer
         without the prior written consent of CTRA, which consent shall not be
         unreasonably withheld. Without restricting the generality of the
         foregoing, Customer shall be deemed to have assigned, transferred or
         disposed of this agreement upon a change in the direct or indirect
         control of Customer, including a sale of all or a substantial part of
         its assets. In such case, Customer shall diligently notify CTRA and
         provide it with the relevant information including but not limited to
         the new controlling party's name and address.

16.      Precedence and Governing Law

                  16.1     This agreement supersedes all prior verbal or written
                           agreements between the parties concerning the matters
                           dealt with herein, including any tender, quotation,
                           offer of services or purchase order.

                  16.2     This Agreement and the rights and obligations and
                           relations of the parties hereto shall be governed by
                           and construed in accordance with the laws of the
                           Province of Ontario and the federal laws of Canada
                           applicable therein (but without giving consideration
                           to any conflict of laws rules). The parties hereto
                           agree that the Courts of Ontario shall have exclusive
                           jurisdiction to entertain any action or other legal
                           proceedings based on any provisions of this
                           Agreement. Each party hereto does hereby attorn to
                           the jurisdiction of the Courts of the Province of
                           Ontario.

                  16.3     No waiver of any of the provisions of this agreement
                           shall be deemed to be a waiver of any other
                           provisions (whether similar or not) nor shall such a
                           waiver constitute a continuing waiver, unless
                           otherwise expressly provided for in writing and duly
                           executed by the party to be bound thereby.

                  16.4     If any clause or part thereof in this agreement be
                           illegal or unenforceable, it shall be considered
                           separate and severable from the agreement and the
                           remaining provisions shall remain in full force and
                           effect and shall be binding upon the parties as
                           though the said clause or part thereof had never been
                           included, providing that the agreement as thus
                           modified remains operable.

                  16.5     Customer has requested that this agreement and its
                           ancillary documents be drafted in English. Le Client
                           a exige que cet accord et ses documents connexes
                           soient rediges en langue anglaise.

17.      Governmental Approvals

         This agreement, together with all attachments and all covenants,
         undertakings and obligations made herein, shall be conditional upon
         both parties obtaining and maintaining all necessary governmental
         licenses, consents, permits, authorizations and approval as are by law
         necessary. Each party shall use its best reasonable efforts to seek and
         maintain such authority as may be required.

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18.      Credit Approval

         This agreement will not become binding upon CTRA until final credit
         approval by CTRA. If credit approval is denied to Customer, this
         agreement will become null and void and will be deemed never to have
         existed.


IN WITNESS WHEREOF the parties have executed this agreement on the ________ day
of ___________, 199____.

Customer:

By:                                         By:
    -----------------------------               -----------------------------
Name:
Title: President


CTRA:

By:                                         By:
    -----------------------------               -----------------------------
    Name:                                       Name:
           ----------------------                     -----------------------
    Title:                                     Title:
           ----------------------                     -----------------------


--------------------------------------------------------------------------------
Date:                                       Authorized signature:
--------------------------------------------------------------------------------


                                             Customer Service Agreement No: 9904

         SCHEDULE A

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                                                                       No: ____

Customer Service Agreement

         ANNEX I TO
         SCHEDULE A


         STANDARD FORM OF
         LETTER OF AUTHORIZATION
         (LOA)


English Version:

Your signature below authorizes ( ) to notify your local telephone company of
your decision to subscribe to ( ) long distance telephone services under the
terms of Equal Access. Equal Access means your long distance calls are routed
automatically over ( ) network every time you dial "1" plus the long distance
telephone number. Only calls made from the phone number(s) listed above will be
the object of this subscription.


Signature:                                  Date (y/m/d):
           ----------------------------                   ----------------------


Signature:                                  Date (a/m/j)
           ----------------------------                   ----------------------

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         PROCEDURES
         PRECEDENT TO OBTAINING THE SERVICE

         1.       In order to obtain the Service, Customer must first:

                  1.1      obtain a standard CTRA Letter of Authorization
                           (hereinafter referred to as "LOA") or a third party
                           verification from each of its clients, detailing
                           which telephone number(s) the clients to be converted
                           to the Service. (The standard form of the LOA is
                           appended hereto as Annex 1 and the standard text of
                           the third party verification is appended hereto as
                           Annex 2); and

                  1.2      supply CTRA with a copy of the signed LOA or the
                           completed third party verification. It is understood
                           that only orders accompanied by one of such documents
                           will be considered and processed by CTRA

         2.       As soon as reasonably possible after the receipt of the
                  documents mentioned above, CTRA's underlying carriers will
                  process the Service orders submitted on behalf of Customer.

         3.       Service orders submitted to CTRA will direct the routing of
                  all "1+" or "011+" calls to CTRA's underlying carriers
                  network.

         4.       As and when Service orders are processed, Customer's clients
                  will have the opportunity to call a "1-700" number to
                  determine if activation of the Service has occurred. The
                  "1-700" number will have a CTRA underlying carrier voice
                  prompt.

         5.       Service orders will be processed on a first come, first served
                  basis.

         6.       Under normal conditions, and subject to having received all
                  prerequisite documentation complete and in order, CTRA will
                  process Service orders within nine (9) working days on the
                  average. However, CTRA will not assume nor incur any liability
                  for delays in processing such Service orders.

         7.       The billing cycle will end on the last day of each month, or
                  on such other date as may be determined by CTRA and notified
                  to Customer.

         8.       Billing will be provided on paper or magnetic media. The
                  following formats are permissible for the latter: 9 track
                  magnetic tape; 3 1/2" or 5 1/2" disk DOS; 3 1/2" disk
                  Macintosh.

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 Customer Service Agreement No: 9901
         No: _____


         SCHEDULE B

         SERVICE RATES AND CHARGES


Rates to be 105% of CTRA carrier cost. Effective with he commencement of the
term of this agreement the rates charged to Customer were as per the attached
chart.


         SEE ATTACHED RATE CHART

                                   Schedule B

                            Service Rates and Charges

Definitions:


     Peak Rates:       Monday to Friday 8:00 AM to 5:00 PM

     Off Peak Rates:   Monday to Friday 5:00 PM to 8:00 AM
                       All day Saturdays, Sundays and statutory holidays

     Tier 1:           Area Codes  416,418, 514, 450, 250, 403, 519, 604, 613,
                                   705, 780, 807, 819, 905

     Rest of Canada:   All other area codes in Canada not listed above


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Outbound Rates:   (per minute rates, 30 second minimum 6 second increments)

     Canadian Termination (Tier 1 origination)             Peak       $ 0.05775

                                                           Off-peak   $ 0.04725

     U.S. Termination                                      Peak       $ 0.07875

                                                           Off-peak   $ 0.06825

     Rest of Canada Termination (Non Tier 1 Origination)   Peak       $ 0.105

                                                           Off Peak   $ .0945

Calling Cards (North America origination only)

               Peak       $ 0.168             Off-peak   $ 0.168

Inbound Rates:

     Canadian Origination:                                 Peak       $ .0840

                                                           Off-peak   $ .0840

     U.S. Origination                                      Peak       $ .0840

                                                           Off-peak   $ 0.840

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