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                                                                   Exhibit 10.02
Contract:

         THIS AGREEMENT made the 11th day of June, 1998

         Between

         Access Power Canada Inc.                            Phone: 416-207-0046
         241 Applewood Crescent #4                             Fax: 416-207-0334
         Concord, Ontario L4K 4E6                           e-mail:


         Herein called "Customer"

                                        &

         Datex Communications Corporation                    Phone: 905-842-7200
         115 Trafalgar Road                                    Fax: 905-842-7444
         Oakville, Ontario L6J 3G3                          e-mail:


         Herein called "Datex"

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Terms Of The Agreement:

1.0      General Overview

         Datex, as an independent contractor agrees to provide certain software
         and perform certain services for the Customer, at a defined cost as
         outlined in the following under the terms herein set forth.


2.0      Software - CARS* Integrated Software Package

         Datex to provide the Customer a license for the use of the CARS*
         integrated software program at a set cost as outlined below. The CARS*
         software to perform many of the day to day operations and billing
         requirements of the Customer. Performance items to include all routine
         order entry, customer service functions, accounting, sales tracking and
         receipts processing functions. A one time set-up fee will cover all
         costs incurred in the configuration, customization and design of the
         standard CARS* program. Set up fee to cover the following initial costs
         of billing structure design.

                  -   rate table consulting and structuring

                  -   standard invoice creation and layout

                  -   French / English and bilingual (if
                      required) standard invoice design

                  -   design and implementation of the
                      costing and invoicing engine

                  -   network installation and configuration

                  -   installation of the CARS* software

                  -   Customer to Datex information
                      interface design / implementation

                  -   Datex to Customer information
                      interface design / implementation

                  -   initial software training /
                      orientation session

                  -   set up of communication network and
                      monthly system flow

                  -   90 days unlimited local support

                  -   set up of internet configuration
                      between Customer network and Datex

                  -   one follow-up software training /
                      orientation session

                  BASE SET UP FEE TOTAL                               $10,000.00

                  -   "Custom" set up                                 $20,000.00
                                                                      ----------
                  TOTAL SET FEE                                       $30,000.00


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3.0      Base Monthly Software                               Monthly   $1,200.00

                  -   cost as outlined in "Schedule A"
                      attached

                  -   complete and ongoing I.T. support of
                      the basic software

                  -   2 hours monthly telephone training /
                      support

                  -   includes all basic version upgrades


         Base Monthly Service Bureau Fee


4.0      Equal Access data - processing / set up /
         maintenance                                         Monthly   $1,000.00

                  -   fee based on a per billing cycle cost

                  -   call data conversion and preparation
                      from one data source

                  -   additional data stream analysis on a
                      quotation basis only

                  -   call rating using three rate tables

                  -   special maintenance of Custom Business
                      & Residential rates                    Monthly   $1,250.00

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                  -   customer information preparation

                  -   call data analysis and allocation (by
                      customer)

                  -   Customer notification of all
                      unallocated calls

                  -   updated customer information
                      preparation

4.1      Product, Line, Feature, Service - data processing /
         set up / maintenance                                Monthly   $  600.00


                  -   fee based on a per billing cycle cost

                  -   includes up to 300 individual items if
                      required

                  -   additional items @ $2.00 each if
                      required

4.2      Datex to provide the Customer standard monthly
         management reports

                  -   profit / loss / margin reports

                  -   tax summary

                  -   price per minute analysis

                  -   provincial revenue analysis / cost
                      analysis

                  -   rate program report

                  -   calling analysis / product summary

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4.3      Datex to provide the Customer CD ROM back
         up storage

                  -   prepare data on CD Rom                 Monthly   $   75.00

                  -   Label / store and index information    Monthly   $   75.00

4.4      Datex to provide the Customer additional rate table
         implementation

                  -   Datex to provide Customer an Excel
                      spread sheet format for new or change
                      rate plans

                  -   Customer to input all new and changed
                      rate table numbers into Datex supplied
                      Excel spread sheet and e-mail to Datex
                      prior to the 25th of the month for
                      next billing cycle implementation

                  -   Customer acknowledges that Excel input
                      errors are the sole responsibility of
                      the Customer and that any reprints,
                      mailings or Datex time spent on fixing
                      Customer input errors will be invoiced
                      in full to the Customer.

                  -   Customer acknowledges that new or
                      changed rates tables received after
                      the 25th of the month are subject to a
                      quoted extra charge if entry required
                      in the upcoming bill run.

                  -   additional $100.00 (first month)
                      $50.00 ongoing per month surcharge on
                      base fee per rate table for monthly
                      analysis and auditing.

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5.0      Services - Invoice Preparation / Processing /
         Printing / Inserting

         Datex to provide the Customer with invoice
         preparation, printing and mailing services as per
         sections 4.1, 4.2. & 4.3. Customer agrees to
         purchase /supply at fair market value #2 booklet
         envelopes, return envelopes (optional) along with
         the supply of Customer letterhead for invoice cover
         page from Datex's assigned print house. Customer
         acknowledges that all Customer supplied print
         material will conform 100% to Datex specifications
         or an additional processing charge will be applied
         (quoted) to use such material.

5.1      Invoice Preparation (per invoice)                      Each       $1.10

                  -   standard invoice calculations /
                      information

                          - name address, change of           - custom marketing
                            address                             message box

                          - product                           - call summary by
                            summaries                           product

                          - remittance stub with
                            address

                          - accounts receivable bar code
                            information

                          - previous balance, payments, credits,
                            now due

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5.2      Invoice Processing

                  -   per call record                                  $   0.003
                  -   per product                                      $   0.03

5.3      Invoice Printing (600 DPI Laser)

                  -   per page fee                                     $  0.0125

                  -   per print impression                             $    0.05

5.4      Invoice Folding and Inserting

                  -   # 2 booklet envelope per piece labor             $    0.35
                      charge

                  -   9 X 12 envelope etc.,label and                   $    1.00
                      business reply envelope

                  -   for use with oversized multiple page
                      invoices

5.5      Invoice  Reprints

                  -   Standard Customer invoice reprints,
                      each includes 50 pages of single                 $   10.00
                      sided print, additional pages @ $0.008

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5.6      CD ROM Data

                  -   Monthly invoice data to customer on CD
                      for BillView facility (each)                     $   50.00

6.0      CallView Program - End User Call Record Facility

6.1      callVIEW Software

                  -   per single customer, user license set
                      up fee                                           $  125.00

6.2      CallView Data

                  -   diskette (each)                                  $   10.00

                  -   CD ROM (each)                                    $   50.00

6.0      Receipts Processing

                  -   One time set up fee                              $1,000.00

                  -   Set up of software interface to
                      process Customer's receipts at Datex

                  -   Set up Oakville P.O. Box

                  -   Set up banking relationship for
                      deposit entries

                  -   Set up and train Customer on receipts
                      processing interface

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6.1      Base Monthly Fee                                              $  250.00

                  -   one time per week pick up of mail from
                      Oakville P.O. Box

                  -   one time per week deposit to
                      Customer's account @ xxxxxxxx

                  -   update Customer data base with receipt
                      entries

6.2      Automatic Base Monthly Fee Increases

                  -   @ 1001+ pieces per month processed
                      (2XWeek P.O.Box & Bank)                          $  500.00

                  -   @ 2001+ pieces per month processed
                      (3XWeek P.O.Box & Bank)                          $  750.00

                  -   @ 3001+ pieces per month processed
                      (4XWeek P.O.Box & Bank)                          $1,000.00

                  -   @ 4001+ pieces per month processed
                      (5XWeek P.O.Box & Bank)                          $1,250.00

6.3      Weekly Service Provided

                  -   open all envelops                               $0.65/item

                  -   enter customer #, invoice # and check
                      amount into CARS* system

                  -   enter all amounts into bank deposit
                      system

                  -   photo copy and file all checks
                      received

                  -   unallocated checks, remittance stubs
                      forwarded to customer

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7.0      Term

         This contract is for the term of 12 months and will be automatically
         renewed at the end of the term at the same terms and conditions as
         outlined in this contract unless notice to terminate is given by either
         Datex or the Customer in writing 60 days prior to the date of
         termination.

8.0      Designation of Duties

         Customer to provide Datex with a charge account number of a courier
         company of their choice for all Customer courier packages executed by
         Datex. Customer to provide Datex with Vendor Data Table Updates after
         Customer verifies unallocated numbers. Datex will complete the billing
         cycle within five business days after receipt and verification of the
         carrier data and the Customers Data Table Updates, excluding unknown
         software issues.

9.0      Indemnity

         Customer shall indemnify and hold harmless Datex, it's officers and
         employees against all losses, claims, liabilities, damages and expenses
         of any nature, directly or indirectly arising out of or as a result of
         any act or omission by Datex, it's employees, or agents in the
         performance of this agreement.

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10.0     Payment Of Services

         Customer agrees to pay Datex a security deposit equivalent to two
         months average billing services to be adjusted on a quarterly basis to
         reflect Customers growth / decline in billing.

         Customer acknowledges that Datex will produce an invoice upon the
         completion of a billing cycle or any quoted work. Customer acknowledges
         that all invoices are due upon receipt of invoice and that any
         outstanding invoices over 30 days will be subject to a monthly finance
         charge of 1.5%.

         Customer acknowledges that Datex will not proceed with any work of any
         kind while the Customers accounts receivable balance with Datex is more
         than one billing month in arrears.

11.0     Confidentiality

         Datex agrees to implementation of a standard non-disclosure pertaining
         to formats, techniques or any other technologies developed by Datex on
         behalf of the Customer and of any and all proprietary information
         regarding the Customers business operations.

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12.0     Warranty

         Datex services will be performed in accordance with generally and
         accepted consultant/contract business principals and practices. This
         warranty is in lieu of all other warranties either expressed or
         implied.

13.0     Prohibition and Assignment

         It is a condition of this agreement that Datex shall not assign this
         agreement without the prior expressed written consent of the Customer.

14.0     Applicable Law

         This agreement in and schedule of costs hereto shall be interpreted in
         accordance with the laws of the Province of Ontario.

15.0     Severability

         The invalidity of any particular provision of the agreement shall not
         affect any other provision thereof, but the agreement shall be
         continued as if such invalid provision were omitted.

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16.0     Courier Services

         Customer acknowledges that all Customer courier charges incurred in the
         normal course of processing the monthly billing cycle will be the sole
         responsibility of the Customer. The Customer will supply Datex with a
         courier account number and instructions on Customers courier
         requirements.

17.0     Taxes

         Customer acknowledges that all quoted charges contained in this
         agreement are net of taxes and that all final invoices from Datex to
         the Customer will include all taxes, customs, duties, levies and
         similar charges payable to any jurisdiction or authority.

18.0     Entire Agreement

         This agreement supersedes any prior written or oral agreements and
         constitutes the entire agreement between Datex and the Customer which
         shall not be varied by any oral agreement or representation of
         otherwise, except in writing and duly executed by both parties.

19.0     Headings

         The headings in this agreement are for convenience purposes only and do
         not form part of this agreement and are not intended to interpret,
         define or limit the scope, extent or intent of this agreement or any
         provision hereof.

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         IN THE WITNESS WHEREOF the parties have hereunto set their hands of the
         date first written above.


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                                            Witness

         Accepted by Datex Communications Corporation this 11th day of June,
         1998.


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Datex Communications Corporation            Witness


RECEIPT OF ACCEPTED COPY OF AGREEMENT ACKNOWLEDGED this 11th day of June,1998