SUMMARY OF REORGANIZATION PLAN


                       SUMMARY OF THE REORGANIZATION PLAN
                     OF CAM-NET COMMUNICATIONS NETWORK INC.,
                          AND ITS SUBSIDIARY COMPANIES

The  capitalised  words  and  terms  used in this  summary  are  defined  in the
"Definitions" section at the end of this summary.

History

The  Cam-Net  Group  commenced  operations  in 1986.  At that time,  its primary
business was as an alternate  long distance  provider in the  telecommunications
industry.  CWK is a public company which, until October 1996, was listed on both
the Vancouver and NASDAQ Stock Exchanges.

        By 1996,  the Cam-Net  Group had  expanded  its  operations  to over $46
million of  consolidated  gross revenues,  with over 42,000  Canadian  customers
representing  6.4%  of  the  Canadian  business  market  and  2.2%  of  Canada's
residential    customers.    However   the   competitive    pressures   in   the
telecommunications  industry,  the increasingly high technology costs associated
with the industry and a lack of sufficient working capital combined to erode the
Cam-Net  Group's  profitability  such that the Group suffered losse of more than
$48 million in 1996.

        Despite a number of cost cutting  measures  carried out in late 1995 and
early 1996, and changes in Management,  the Group's ability to access the public
and private markets to generate  working capital was frustrated by the delisting
of CWK in October of 1996. The negative  publicity  surrounding  this event also
caused an erosion in the customer  base and a reduction  of supplier  confidence
which put so much pressure on the working capital requirements of the Group that
Management  concluded that the Cam- Net Group should seek court protection under
the CCAA.

        On January 14, 1997,  the Cam-Net  Group filed for and was granted court
protection from its Creditors under the CCAA by the Court.  Court protection was
required  in order to ensure that the  Cam-Net  Group's  assets were kept intact
during the reorganization process and to allow the Cam-Net Group to carry on its
business while  formulating a restructuring  plan.  Concurrently,  KPMG Inc. was
appointed by the Court as Monitor to oversee and to assist in the development of
the restructuring  plans of the Cam- Net Group and to report to the Court and to
the Creditors of the Cam-Net Group.

Court Proceedings

        On  January  14,  1997,  the  Cam-Net  Group  applied  to the  Court for
protection  from its  Creditors  under the CCAA.  The Initial  Order  stayed all
proceedings against the Cam-Net Group,  suspended the obligations of the Cam-Net
Group incurred prior to the Filing Date,  required all persons having agreements
to supply  goods or services to any of the Cam-Net  Group to continue  supplying
the same and  authorized the Cam-Net Group to implement a downsizing by means of
an  orderly  disposition  of  certain  of  its  assets  and a  reduction  of its
work-force.  The Initial Order also  appointed the Monitor to observe and report
to the Court on a monthly  basis on the  financial  and business  affairs of the
Cam-Net Group. The Initial Order was substantially confirmed by an Order made on
February 5, 1997.

        Subsequent to the confirmation of the Initial Order, further orders were
made by the Court in  relation to various  procedural  and  substantive  matters
including the approval of the sale  transactions and the approval of settlements
with certain  Secured  Creditors  referred to under "Post  Filing  Developments"
below.

<PAGE>


        The  Reorganization  Plan was approved by the Court for  presentation to
the Creditors for approval on July 4, 1997.

Asset Sales

        It became  apparent to  Management of the Cam-Net Group after the Filing
Date  that it would  not be able to  obtain  sufficient  new  financing  for its
business  operations early enough in the  restructuring to permit it to continue
to service its  Commercial and  Residential  Customer Base. In order to preserve
the  value of those  assets  and  yield the  greatest  return to its  Creditors,
Management determined that it was in the best interests of the Cam-Net Group and
its Creditors to sell the Commercial and Residential  Customer Base for the best
achievable price.

        Accordingly,  Management  solicited  offers  for the  Customer  Base and
related  technology  and equipment used to service the Customer Base and entered
into a tentative  agreement to sell the Customer  Base and related  equipment to
Primus,  subject  to the  approval  of the  Court in the  Proceeding.  The Court
approval process resulted in several  potential  purchasers,  including  Primus,
submitting  sealed bids to the Court and, in the result,  the Court approved the
sale of the Sold  Assets to Primus  pursuant  to th  Purchase  Agreement  for an
amount which  produced  Sale  Proceeds of  approximately  $6,590,000 on April 8,
1997. Of that amount,  $1 million  represents a  conditional  payment to protect
Primus  against  incorrect  representations  or  warranties  by the Companies in
relation  to the  customer  base or  receivables  which will be  released to the
Cam-Net  Group 150 days after April 8, 1997 if Primus makes no claim against the
holdback.

        It was also  apparent  to  Management  that there were  significant  tax
losses  accrued  within the  Cam-Net  Group as a result of the  business  losses
incurred  during recent  years.  These tax losses would cease to have value over
time,  and could not be readily used by the Cam-Net Group  following the sale of
the Sold Assets. Accordingly,  the Cam-Net Group solicited offers for the shares
of CNC which CWK owned and on April 17, 1997, CWK entered into the LTG Agreement
which  contemplated  the  payment  of  $3,000,000  to CWK,  subject  to  certain
conditions,  on or before  September 30, 1997. The LTG Agreement was approved by
the Court in the  Proceeding.  The first $100 of the purchase price was paid for
the Shares and the remainder is due on or before September 30, 1997. The payment
of that amount at the end of September is primarily  dependent  upon a favorable
tax ruling from Revenue Canada and upon Creditor and Court approval of a Plan of
Arrangement under the CCAA for CNC and CNT.

        The LTG  Agreement  also  contained an option for LTG to acquire most of
the  balance  of the  unissued  shares  of CWK for an  additional  amount  and a
provision  for the future  payment of the  intercompany  debt owed to CWK by CNC
commencing in the year 2000. The option was not exercised by LTG.

        As a result of the foregoing  transactions,  aggregate  funds of between
approximately  $5.5 million and $9.5 million (depending upon the ultimate status
of the Purchase  Agreement and the LTG Agreement) would be available for payment
of priority claims  authorized in the Proceedings,  claims of Secured  Creditors
and eventual distribution to General Creditors.  The particulars of the intended
distribution of these funds is discussed in more detail below under  "Allocation
of Recoveries and Costs".

Business Plan

        As a  result  of the  sale of the  Customer  Base  and  related  assets,
Management  has  created the  Business  Plan which is intended to focus CWK (and
PTI), as the remaining  companies with the Cam-Net Group after the completion of
the LTG Agreement at the end of  September,  upon two new core  businesses:  the
Teleconstruction business and the Call Center business. Management is continuing
its efforts to identify  potential  acquisitions  and potential new investors to
enable  it to  embark  upon the  implementation  of the  Business  Plan upon the
successful completion of this Restructuring.

        In light of the sale  transactions  completed  or to be  completed,  the
names  of CWK,  CNC,  CNT and PTI  have  been  or  will  be  changed  to  SUNCOM
Telecommunications   Inc.,   Wintel   CNC   Communications   Inc.,   Wintel  CNT
Communications Inc. and SUNCOM Telemanagement Inc., respectively.


<PAGE>


Secured Creditor Settlements

At the Filing Date, ATT held registered security against the Companies which was
alleged  to  secure  approximately  $2,800,000  as at  the  end of  June,  1997,
exclusive of legal costs and accrued  interest.  The  Companies  questioned  the
validity and quantum of this security claim on various grounds, and negotiations
were entered into between ATT and the Companies subsequent to the Filing Date to
resolve the disputed  claim. On July 3, 1997, the Court approved a settlement of
ATT's claim on the following basis:

               (a)  an immediate cash payment to ATT of $1,822,724.17;
               (b)  issuance of 1,000,000  free trading  shares of CWK to ATT by
                    September 30, 1997; and
               (c)  issuance of a warrant whereby ATT could acquire an
                    additional 1,000,000 shares of CWK at a price of $1.00 per
                    share.

At the Filing Date, GT alleged an equitable security interest against all of the
assets of the Companies based upon  agreements  alleged to have been made by the
Companies  to grant  security  to them.  GT  claimed  that at least  $2,600,000,
exclusive of legal costs,  was  outstanding  in relation to this claim as at the
end of June,  1997  and that  interest  accrued  thereon  at the rate of 16% per
annum.

        Following  negotiations  between GT and the Companies,  on July 4, 1997,
the Court approved the settlement of GT's claim on the following basis:

               (a)  an immediate cash payment to GT of $1,400,000; and
               (b)  confirmation of a Claim under the Plan of $500,000, with no
                    right to receive dividends or warrants under the Plan, to be
                    secured only against the LTG Contingent Payment, with a
                    proxy granted by GT in favor of the Companies in relation to
                    the Claim.

        The  effect  of  the  two  settlements  with  Secured  Creditors  was to
eliminate  uncertainty with respect to the Plan and the entitlement of Creditors
thereunder,  as well as the costs of  litigating  the disputes  with the Secured
Creditors.  The settlements  also ensure that additional funds will be available
to the  Creditors as a result of  significant  reductions in the Claims of these
two Secured Creditors.

        The  settlements  finally  resolve all issues  between the Companies and
those Secured Creditors, except that the full Claim of ATT (less the amount paid
to date) will be  resurrected  against the Companies if the free trading  shares
are not  made  available  to them by  September  30,  1997.  The  Companies  are
currently seeking the necessary  regulatory  exemption to permit the issuance of
such shares.

                                    DESCRIPTION OF THE PLAN

        Pursuant  to the Plan,  the claims and  interests  of  Creditors  of the
Cam-Net Group will be compromised  and satisfied as described in the Plan and as
summarized below. Following the completion of the transactions and the making of
payments  set out in the  Plan,  CWK will  seek  the  necessary  regulatory  and
shareholder  approval to allow Creditors to acquire an equity position in CWK to
achieve further value.

        The   following   is  a  summary  of  the   treatment   of  the  various
constituencies  of the Cam-Net Group under the Plan.  The  following  summary is
qualified by reference to the full text of the Plan and  shareholders  are urged
to read the Plan in its entirety for a complete  understanding  of the treatment
of the various constituencies of the Cam-Net Group under the Plan. A copy of the
Plan is available from SUNCOM Telecommunications Inc. upon request.

Treatment of Secured Creditors

        Pursuant to the Plan,  Secured  Creditors will be excluded from the Plan
to the extent  that their  security  is deemed to be valid and  enforceable  and
fully  secured by the value of the assets of the Cam-Net Group against which the
Secured Creditor holds a security interest.

        Where any  portion  of a Secured  Creditor's  security  is not valid and
enforceable, or where the value of the assets of the Cam-Net Group against which
the Secured Creditor holds a security  interest are less than the amount claimed
by the Secured Creditor,  then such Secured Creditor will have the right to file
a Claim for such unsecured amount in the appropriate General Creditor Class.

<PAGE>

Treatment of Bondholders

        Pursuant to the Plan,  each  Bondholder  will be paid in compromise  and
full satisfaction of its Claim, a cash payment of $1.

Treatment of CWK General Creditors

        Pursuant  to the  Plan,  each CWK  General  Creditor  will be  paid,  in
compromise and full  satisfaction of its Claim, a cash payment or payments equal
to its  proportionate  share  of the  CWK  Pool  and the  Net  Lawsuit  Recovery
applicable to CWK. Thereafter, the Remaining Debt will be converted to shares of
CWK on a formula  based  upon each  Creditor's  pro rata share of the 13 million
shares available for distribution to all Creditors.

Treatment of CNC/CNT General Creditors

        Pursuant to the Plan,  each CNC/CNT  General  Creditor  will be paid, in
compromise and full  satisfaction of its Claim, a cash payment or payments equal
to its  proportionate  share of the CNC/CNT  Pool and the Net  Lawsuit  Recovery
applicable to CNC and CNT.  Thereafter,  the Remaining Debt will be converted to
shares of CWK on a formula based upon each  Creditor's  pro rata share of the 13
million shares available for distribution to all Creditors.

Treatment of PTI General Creditors

        Pursuant  to the  Plan,  each PTI  General  Creditor  will  receive,  in
compromise  and  full  satisfaction  of its  Claim,  the  right to  convert  its
Remaining  Debt into shares of CWK on a formula based upon each  Creditor's  pro
rata share of the 13 million shares available for distribution to all Creditors.

Dividend Conversion Option

        If the  Plan  is  approved,  and  subject  to  obtaining  the  necessary
regulatory approvals, all Creditors who are entitled to receive a dividend under
the Plan will have the option of converting their dividend entitlement to shares
in CWK, at a price of 10(cent)  per share (or such other price as is required by
the regulatory authorities).  The option will be exercised after the Final Order
and prior to the first payments under the Plan.

Persons Not Affected by the Plan

        The claims of the  following  persons  against the Cam-Net Group are not
affected by the Plan:

               (a)    any supplier of goods and services to the Cam-Net Group
                      after the Filing Date whose unpaid claim does not
                      constitute a Claim under the Plan;

               (b)    the Federal Crown and the Provincial Crown in respect of
                      income, sales, goods and services and other taxes, duties,
                      assessments or similar charges in the nature of a tax and
                      other imposts, and the equivalent U.S. taxing authority in
                      relation to employee taxes or withholding; and

               (c)    persons currently employed by any member of the Cam-Net
                      Group who have not received notice of termination, in
                      their capacity as employees or directors and/or officers
                      of any member of the Cam-Net Group.

<PAGE>

Allocation of Recoveries and Costs

        For purposes of calculating the dividend amounts payable to Creditors in
relation to the proceeds of  liquidation of certain of the assets of the Cam-Net
Group,  the notional  concept of a CWK Pool and a CNC/CNT pool has been created.
Each Pool is intended to represent  the  proceeds  which would be available to a
Creditor  of  CWK,  CNC  or  CNT  in the  event  of a  bankruptcy  of CWK or CNC
respectively,  under the provisions of the  Bankruptcy  and Insolvency  Act. For
simplicity,  Creditors  of CNT (a  subsidiary o CNC) have been treated as though
they were Creditors of CNC.

        To calculate the amounts  available in each Pool, the Purchase  Proceeds
(which represent the sale of operating assets owned by CNC) will conceptually be
allocated to the CNC/CNT Pool and the LTG Proceeds  will be allocated to the CWK
Pool. The CNC/CNT Pool will then be reduced by the amount  required to pay up to
$200,000 of specified  liabilities  accrued  subsequent to the Filing Date,  the
legal and accounting  costs  incurred in the  Proceeding  (less $100,000 of such
costs which are  allocated to the CWK Pool),  amounts  owing to the Crown (which
are outside the Plan) and  commissions  of  Management  relating to the Purchase
Agreement. Finally, the ATT settlement amount will be deducted from the CNC Pool
(since ATT's Claim represents an operational expense of CNC).

        After these deductions, the CNC/CNT Pool will then be further reduced by
transferring  to the CWK Pool that portion of the CNC/CNT Pool which is equal to
the percentage  relationship  that the  shareholder  loans of CWK to CNC and CNT
bear to the total Claims in the CNC/CNT  General  Creditor  Class.  Based upon a
review conducted by the Monitor,  it is anticipated this will move approximately
90% of the remaining CNT/CNC Pool into the CWK Pool.

        The CWK Pool will be reduced by $100,000  for legal and  monitor  costs,
amounts owing to the Crown by CWK,  KPMG's costs relating to the  preparation of
an  audit of the  Cam-Net  Group,  Management  commissions  relating  to the LTG
Agreement and other  transactions,  employee  severance  costs,  and  additional
working capital fund requirements of $300,000 for continued operations. Finally,
GT's  settlement  amount  will be  deducted  from the CWK Pool  since GT's Claim
originated in CWK on the original acquisition of assets by CWK from GT.

        The  residual  amounts in each Pool will then be used to  calculate  the
dividends payable to Creditors in the CWK General Creditor Class and the CNC/CNT
General  Creditor  Class based upon a pro-rata  distribution  to CWK and CNC/CNT
Creditors, respectively.

        The Net Lawsuit Recoveries will initially be divided between CWK and CNC
Creditors  based upon the named  plaintiff in the Lawsuit,  provided  that a Net
Lawsuit  Recovery in any action where CNC is a Creditor will be divided  between
the CWK and CNC/CNT Creditors on a percentage basis,  similar to the division of
proceeds in the CNC/CNT Pool referenced above. Thereafter, the first $300,000 of
the CWK Net Lawsuit Recoveries will be paid to the CWK General  Creditors,  with
the balance  being  retained  by CWK All of the  CNC/CNT Net Lawsuit  Recoveries
(after transfer of an appropriate  percentage to the CWK General Creditors) will
be paid to CNC/CNT General Creditors.

Dividend Amounts

        Because the total proceeds  available for distribution,  the costs to be
incurred  and the total  number  of Claims  will not be known at the date of the
Meeting,  Creditors  will not know the  amount of  dividend  to which  they will
ultimately be entitled at the time of the Meeting.  However, a range of recovery
can be anticipated as follows,  assuming total claims in CWK of $16,000,000  and
total  Claims  in  CNC/CNT  of  $120,000,000  (of  which  $110,000,000  is CWK's
Shareholder Loan).

<PAGE>


        CNC Dividend Calculation:                       $6,400,000.00
        Total Sale Proceeds                              2,600,000.00
                                                        -------------
        LESS: approved deductions                        3,800,000.00

        Transfer to CWK Pool
        ($110,000, $120,000 x $3,800,000)               $3,483,333.00

        Net Balance =                                   $  316,667.00
                                                        -------------

     CNC Dividend payment ($316,667, $10,000,000) = $0.03 on the dollar

        CWK Dividend Calculation:

        Total Pool Proceeds:                            $3,483,333.00
        LESS:  approved deductions                       2,350,000.00
                                                        --------------
        Net Balance =                                    1,133,333.00

    If LTG does not complete: ($1,133,333, $16,000,000) = $0.07 on the dollar

    If LTG completes: ($4,133,333, $16,000,000) = $0.26 cents on the dollar

The foregoing calculation assumes no reduction in the Primus $1,000,000 holdback
and  ignores  any  additional  recovery  from  Lawsuits.  It is also  based upon
assumptions with respect to costs.

Creditors should recognize that any estimated dividend recovery at this stage is
subject to  contingencies  and is inherently  uncertain.  However,  any dividend
recovered by Creditors  will be at least equal to what they would receive if the
Plan fails and a bankruptcy  results,  and they will also be receiving an equity
position in CWK.

Priority Costs

        In addition to legal and accounting costs and the approved settlement to
Secured  Creditors,  the funds available for  distribution to General  Creditors
will be reduced by  priority  Crown  Claims  presently  estimated  to  aggregate
$230,000 for CWK and $350,000 for CNC,  Management  Commissions  of $160,000 for
CWK and  $120,000 for CNC,  payments to Post Filing Date  creditors of $200,000,
severance  payments  to former  employees  of CWK of  approximately  $35,000 and
$300,000 in Working  Capital  funding for CWK.  Of the Working  Capital  amount,
approximately  $100,000  will have been expended by the Companies by the date of
the Meetings.  The $300,000 Working Capital amount is repayable to Creditors out
of the Net Lawsuit Recoveries, if and when received.

Timing of Payments

        The initial  payment of funds  collected to date from the liquidation of
assets of the Cam-Net Group will be  distributed  to Creditors 30 days after the
Deadline.  Thereafter,  payments will be made as further funds become available,
subject to the amounts available and the costs associated with such payments.

Warrants

        Each Creditor  will be entitled to convert its Remaining  Debt to shares
of CWK on a pro-rata basis in relation to the 13,000,000  total shares available
to  Creditors.  This  conversion  will  have  the  effect  of  giving  Creditors
approximately  25% of the total  issued and  outstanding  share  capital of CWK,
based upon the total  number of shares  currently  outstanding.  The issuance of
shares to Creditors  will be subject to  regulatory  and  shareholder  approvals
which will be sought by  Management  after the Final Order.  A failure to obtain
any one or more of such approvals will not constitute a default under the Plan.

<PAGE>


Lawsuit Recoveries

        On the  sale  of the  assets  of the  Companies  to  Primus,  all of the
accounts  receivables  in relation to the  operations  of the business were sold
with the exception of the following  significant  claims or receivables,  all of
which are Lawsuits for the purpose of calculating the Net Lawsuit Recoveries:

               (1)    Vancouver Telephone Company

               A claim by CNC in the amount of $474,767.07 for services provided
               which  is the  subject  of  litigation  in the  British  Columbia
               Supreme Court. A counterclaim  in the  approximate  amount of the
               claim has been advanced by Van Tel.

               (2)     Pacific Gateway  Exchange Inc.

               A claim by CNC in an amount of approximately $400,000.00 which is
               disputed by Pacific  Gateway  Exchange  Inc., a California  based
               company.  No action  has been  commenced  and  offsets  have been
               asserted by Pacific Gateway.

               (3)    Global Telemedia

               A claim by CWK in the amount of $250,000.00  which is the subject
               of litigation  commenced in the state of Georgia for the recovery
               of loans advanced. Liability has been denied, but no counterclaim
               has been issued.

               (4)    Commsen Communications Inc.

               A claim by CNC in the approximate amount of $400,000.00 which has
               been  advanced  in  the  Ontario   courts.   A  counterclaim   of
               $250,000.00 has been advanced by Commsen.

               (6)    TeleHub Communications Corp.

               A claim by CWK which has been  advanced  in the State of Illinois
               for the recovery of a $1,350,000.00  U.S.  deposit  together with
               damages  for  breach of  distribution  rights  for  software  and
               billing  system  platforms.  TeleHub has  defended  the claim and
               denied liability.

        No reasonably accurate determination or assessment can be made as to the
anticipated Net Lawsuit  Recoveries in respect of these claims and litigation at
this time.

Creditor and Court Approval of the Plan

        The  Creditors  of the  Companies  approved  the  Plan by the  requisite
majorities of creditors in the various classes at meetings conducted on July 31,
1997.

        The  Court  sanctioned  the Plan by Order  dated  August 7,  1997.  Upon
pronouncement  of the sanction Order,  the Companies  proceeded to implement the
Plan.

Significant events subsequent to approval of Plan

Subsequent  to the  approval  of the  Plan  by the  Court,  the  Companies  have
implemented the Plan.  Significant  events in relation to the implementation are
as follows:

        (a) all Proofs of Claims of Creditors have been resolved and settled;

        (b) an initial divided has been paid to all Creditors in accordance with
            the Plan;

        (c) Canadian  securities  regulators  approved the  distribution  of the
            Warrants and the Shares;

<PAGE>


        (d) under the  settlement  with ATT 1,000,000  shares were  delivered to
            ATT;

        (e) the $1,000,000 Holdback in relation to the Primus purchase of
            assets was not resolved;

        (f) lawsuit recoveries were made as follows:

                              (i)   Bell Canada - $100,000.00

                              (ii)  TeleHub - $450,000.00

                              (iii) BC Tel - $17,500.00

On August 14, 1998 the Companies obtained an order which permitted them to:

               (a) discharge all pending tax  liabilities  and transfer  certain
                   trust monies held by its counsel to satisfy those
                   obligations;

               (b) distribute trust funds held by counsel to satisfy all
                   remaining liabilities of the Companies arising after the
                   Initial Order and before the Sanction Order;

               (c)  have  a  summary   method  to  resolve   the  claim  to  the
                    $1,000,000.00 Primus Holdback;

               (d)  distribute the Warrants and the Shares on an expedited basis
                    having regard to the fact that the original formula for the
                    distribution of the Warrants was dependent upon final
                    distribution of all dividends;

               (e)  obtain a declaration that CWK has now performed its
                    obligations to remit net lawsuit recoveries in the amount of
                    $300,000.00 and as such the Promissory Note given as
                    security for an advance of $300,000.00 has now been
                    discharged in full.

As a consequence of the above Order, the Companies will issue a further dividend
in  September  of 1998 and the  Warrants  will likely be issued in  September of
1998.
               Remaining Obligations under the Plan

Subsequent  to performing  those matters  referred to in the order of August 14,
1998 the remaining obligations of the Companies under the Plan are as follows:

               (a) pursue viable lawsuit recoveries;

               (b) distribute the Warrants and the Shares;

               (c) resolve the Primus Holdback claim;

               (d) distribute dividends to Creditors that arise from lawsuit
                   recoveries or the Primus Holdback or excess funds held in
                   trust by its counsel as security for obligations under the
                   Plan.


                                               DEFINITIONS

"ATT" means AT&T Canada Long Distance Services Company

"BCCA"  means the Company Act of British  Columbia as amended and in effect from
time to time.

"Bondholders"  means the holders of bonds issued under the Trust Deeds issued on
January 13, 1997 by CNC, CNT and PTI.

<PAGE>


"Business  Plan"  means  the  plan  outlining  the  existing  and  new  business
opportunities  that CWK  intends to carry out as  described  in the  Information
Circular.

"Cam-Net Group" means collectively CWK, CNC, CNT and PTI.

"CBCA" means the Canada Business  Corporations Act as amended and in effect from
time to time.

"CCAA" means the Companies'  Creditors  Arrangements Act R.S.C.  1985 c. C-36 as
amended and in effect from time to time.

"Claim" means a claim for an amount alleged by a person to be owed to it, or any
obligation,  enforceable right, duty or liability,  contingent or otherwise,  or
any cause of action  against one or more of the Companies as at the Filing Date,
or, in the case of claims  arising  subsequent to the Filing Date as a result of
the  operations or downsizing of the operations of the Cam-Net Group approved by
the Court in the Proceeding, as at the date of the Meetings, either:

               (a) as set forth in a Proof of Claim which has either:

                      (i)  been admitted by the Companies for all purposes, or

                      (ii) been determined by a Court of competent  jurisdiction
                           to be a proper obligation of the Companies; or

               (b) been determined by the Companies to be a proper obligation of
                   the Companies; or

               (c) for which a valid  Proof of Claim  could have been filed with
                   the Companies, but which Proof of Claim was not so filed.

"Claimant"  means a person filing a Proof of Claim with the  Companies  which is
objected to by the Companies until either:

               (a) disallowed  by a Court of competent  jurisdiction,  in which
                   case the Claimant shall not have a Claim; or

               (b) allowed, either in whole or in part, by a Court of competent
                   jurisdiction in which case the amount so allowed will become
                   a Claim.

"Class" means that group of persons  constituting any of the following:  Secured
Creditors,  CWK  General  Creditors,  CNC/CNT  General  Creditors,  PTI  General
Creditors or Bondholders.

"CNC" means Cam-Net Communications Inc.

"CNC/CNT General  Creditors" means Equipment  Lessors or Creditors of CNC or CNT
who hold no security interest in the property of CNC or CNT and includes Secured
Creditors of CNC or CNT for such part of the Claim of such Secured Creditors for
which there is no security as against the personal property of CNC or CNT.

"CNC/CNT Pool" means the allocated  portion of the Sales Proceeds  attributed to
the Creditors of CNC and CNT for purposes of  calculating  the amount  available
for  distribution  to  CNC/CNT  General  Creditors  pursuant  to the Plan  after
deduction of priority claims referred to in paragraph 3.03.

"CNT" means Cam-Net Telecommunications Inc.

"Commercial  and  Residential  Customer  Base" means the active  commercial  and
residential  accounts of CWK to which the Cam-Net Group  provided  telephone and
telecommunications services.

"Companies" means CWK, CNC, CNT and PTI.

"Court" means the Supreme Court of British Columbia.


<PAGE>


"Creditor" means a person having a Claim.

"Crown" means the Canadian  crown in the right of any province as well as in the
right of the  Dominion or any  equivalent  United  States  taxing  authority  in
relation to employee taxes or withholdings.

"CWK" means Cam-Net Communications Network Inc.

"CWK General  Creditors" means Equipment Lessors or Creditors of CWK who hold no
security  interest in the property of CWK and includes Secured  Creditors of CWK
for such  part of the Claim of such  Secured  Creditors  for  which  there is no
security as against the personal property of CWK.

"CWK Pool" means the  allocated  portion of the Sales  Proceeds and LTG Proceeds
attributed  to the  Creditors  of CWK for  purposes  of  calculating  the amount
available  for  distribution  to  Creditors  of CWK  pursuant  to the Plan after
deduction of priority claims referred to in paragraph 3.03.

"CWK Shareholder Loans" means the amount owed by CNC, CNT or PTI to CWK.

"Deadline"  means the date which is thirty days  following the date of the Final
Order.

"Effective  Date"  means the date upon  which the Final  Order is  accepted  for
filing by the Registrar.

"Equipment  Lessors"  means those  persons who are members of one of the General
Creditor Classes who have leased personal property to the Companies and who hold
valid leases or security charging such personal property.

"Excluded  Assets"  means those assets not  purchased by Primus or LTG and which
are retained by the Companies.

"Filing Date" means January 14, 1997.

"Final Order" means the order of the Court approving the Plan or Plans.

"General Creditors" means CWK General Creditors, CNC/CNT General Creditors, and
PTI General Creditors.

"GT" means GT Communications Inc.

"Information  Circular"  means  the  information  circular  to  be  prepared  by
Management which will accompany the mailing of this Plan to Creditors.

"Initial  Order"  means the order of the Court  granted  in the  Proceedings  on
January  14,  1997 as  superseded  by the  Order  of the  Court  granted  in the
Proceedings on February 5, 1997.

"Interim  Order" means the order of the Court made on July 4, 1997 directing the
holding  of  the  Meetings  and  providing  such  other  directions  as  may  be
appropriate in the circumstances.

"Lawsuits"  means all of the  Companies'  causes of action and all actions which
have been  commenced or which may in the future be  commenced  by the  Companies
against any persons  owing  money to the  Companies  or in any way liable to the
Companies  including certain of their former management,  professional  advisors
and others for return of monies and loss and damage suffered by the Companies.

"LTG" means LTG Holdings Inc., Oakville, Ontario.

"LTG Agreement" means the agreement of purchase and sale between CWK and LTG for
the purchase of the shares of CNC dated as of April 17, 1997 (as amended).

"LTG  Proceeds"  means the net adjusted  sales proceeds to be realized by CWK if
and when the LTG Agreement completes, exclusive of the LTG Contingent Payment.


<PAGE>


"LTG Contingent Payment" means the payment to CWK by LTG under the LTG Agreement
of a percentage of future profits, if any, commencing in the year 2000.

"Management" means the boards of directors and officers of the Companies.

"Meetings"  means the meetings of the Classes to be held pursuant to the Interim
Order for the purpose of considering,  and if thought fit, voting to approve the
Plan, as same may be amended at any such Meeting, and agreeing to the compromise
and arrangement constituted thereby, and any adjournment thereof.

"Net  Lawsuit  Recovery"  means the amount  recovered  by the  Companies  in the
Lawsuits after payment of all fees, disbursements, charges and expenses incurred
in respect of or in relation to such Lawsuits.

"Plan" or "Plans"  means this  Reorganization  Plan or Plans among the Companies
and their  Creditors,  as from time to time  amended,  modified or  supplemented
pursuant  to an order of the  Court,  or  pursuant  to an  agreement  among  the
Companies  and any Creditor or Class,  as provided for herein or pursuant to any
Meeting of any Class.

"Proceeding" means the proceeding commenced by the Cam-Net Group in the Court on
January 14, 1997 under Action No. 970112 Vancouver Registry.

"Proof of Claim" means a form of proof of claim as provided by the  Companies in
connection with the Proceeding and the Plan.

"Primus" means Primus Telecommunications, Inc., Primus Telecommunications Canada
 Inc. or 3362426 Canada Inc.

"PTI General  Creditors" means Equipment Lessors or Creditors of PTI who hold no
security  interest in the property of PTI and includes Secured  Creditors of PTI
for such  part of the Claim of such  Secured  Creditors  for  which  there is no
security as against the personal property of PTI.

"Purchase  Agreement"  means the  agreement  of  purchase  and sale  between the
Companies and Primus for the purchase of the Sold Assets.

"Registrar"  means the  Registrar  of  Companies  for the  Province  of  British
Columbia under the BCCA and the Director appointed under the CBCA.

"Remaining  Debt" means the amount which is the difference  between the provable
Claim of a CWK General  Creditor,  a CNC/CNT  General  Creditor or a PTI General
Creditor and the amount which it has been paid under the Plan upon  distribution
of the Sale Proceeds and the LTG Proceeds.  Remaining  Debt shall not constitute
an enforceable claim against the Companies.

"Sale Proceeds"  means the net adjusted sale proceeds received pursuant to the
Purchase Agreement, as reduced by any payments back to Primus from the holdback
 portion, or any payments authorized by the Court in the Proceeding.

"Secured  Creditors"  means  persons  who are  deemed by this Plan to be Secured
Creditors  or who are  recognized  by the  Companies  to  hold a valid  security
interest  in any  property  or  asset of the  Companies  in an  amount  which is
admitted by the Companies.

"Sold Assets" means the assets purchased by Primus pursuant to the Purchase
 Agreement.

"Trust  Deeds" means those trust deeds dated as of January 13, 1997  pursuant to
which debentures were issued by PTI, CNC or CNT.

"Vesting  Order" means the Order  pronounced  April 7, 1997 whereby the Purchase
Agreement was approved.

"Warrant" means the instrument by which a General Creditor's  Remaining Debt may
be converted into shares of CWK.