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                                                                   Exhibit 10.35
                                 AMENDMENT TO
                 BRAND, TECHNOLOGY AND CO-MARKETING AGREEMENT


     This Amendment to Brand, Technology and Co-Marketing Agreement
("Amendment") is made and entered into this 7th day of November, 2000
("Effective Date") by and between Genuity Solutions Inc. ("Genuity"), TELUS
Corporation ("TELUS") and Genuity Inc., acting as guarantor of the obligations
of Genuity.


     WHEREAS, the parties entered into a Brand, Technology and Co-Marketing
Agreement dated June 30, 2000 (the "Agreement"); and

     WHEREAS, a condition subsequent of the Agreement is the conclusion by the
parties of a definitive amendment to the Agreement covering the issues outlined
in Section 17 of the Agreement; and

     WHEREAS, TELUS and GTE Corporation ("GTE") entered into a Software and
Related Technology and Services Agreement made as of February 1, 1999 (the "GTE
Agreement"); and

     WHEREAS, the parties have reached agreement on such issues and certain
other matters and now wish to memorialize their agreement;

     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereby agree as follows:


1.  Payments
    --------

1.1 Genuity has advised TELUS that a portion of each payment made or to be made
    by TELUS to GTE under the terms of the GTE Agreement is for the benefit of
    Genuity. In the event that GTE fails to remit to Genuity its portion of any
    payment made by TELUS, then TELUS shall have the right but not the
    obligation to pay such amount directly to Genuity, provided that Genuity
    shall have first notified TELUS in writing of the amount that GTE failed to
    remit to Genuity and the time period during which TELUS can make payment in
    lieu of GTE.

1.2 TELUS acknowledges and agrees that no dispute between GTE and TELUS relating
    to the GTE Agreement is intended to adversely impact Genuity's rights under
    the Agreement, including Genuity's right to receive compensation for the
    license of its trademarks, software and know-how. For the avoidance of
    doubt, TELUS shall not withhold payments to GTE which are for the benefit of
    Genuity where there is no outstanding material breach of the Agreement by
    Genuity.

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1.3 Genuity acknowledges and agrees that no dispute between GTE and its
    Affiliates (including Verizon Communications Inc. ("Verizon")) and Genuity
    is intended to adversely impact TELUS' rights under the Agreement, including
    TELUS' exclusive license of the trademarks, software and know-how of Genuity
    and its Affiliates. For the avoidance of doubt, notwithstanding any non-
    payment by GTE or Verizon to Genuity or any other breach or dispute between
    them or their Affiliates, Genuity and its Affiliates shall not withhold
    performance under the Agreement where there is no outstanding material
    breach of the Agreement by TELUS.


2.  Preferred Supplier
    ------------------

2.1 "IP Services" and "Non-IP Services" shall have the meaning set forth in
    Exhibit A to this Amendment.

2.2 TELUS has obtained an agreement from GTE to waive its right under the
    Definitive Agreement to be the preferred supplier to TELUS of IP Services in
    the United States, for the duration of the Agreement but in no event after
    the termination of the GTE-Genuity Agreement (defined below), and if the
    Agreement were terminated before June 30, 2005, then for a further period of
    six months following its termination but in no event subsequent to June 30,
    2005, but such waiver is only to permit TELUS to purchase IP Services in the
    United States from Genuity Inc. and those Affiliates Controlled by it for as
    long as such Control exists (collectively, the "Genuity Companies").
    Accordingly, Genuity hereby waives any right to be the preferred supplier to
    TELUS of IP Services in the United States under Section 15 of the Agreement
    to the extent that such right has not been waived by GTE under the GTE
    Agreement as amended by an Amending Agreement dated November __, 2000, as
    stated in this Section 2.2, only if TELUS is negotiating to purchase such
    services from GTE, Verizon or any of their Affiliates. In the event that
    both GTE and Verizon and their Affiliates are unable to address a TELUS'
    requirement for an IP Service in the United States, then TELUS shall again
    comply with Section 15 of the Agreement. Genuity hereby further waives its
    right under Section 15 of the Agreement to be the preferred supplier to
    TELUS of Non-IP Services in the United States only if TELUS is negotiating
    to purchase such services from GTE, Verizon or any of their Affiliates. In
    the event that both GTE and Verizon and their Affiliates are unable to
    address a TELUS' requirement for a Non-IP Service in the United States, then
    TELUS shall comply with Section 15 of the Agreement.

2.3 In furtherance of Sections 2.1 and 2.2, the parties agree to develop and
    implement, in consultation with GTE, an operational model for coordinating
    GTE's and Genuity's preferred supplier rights in a manner that is consistent
    with the parties' agreements and protects the rights and business interests
    of all three parties. In this regard, Genuity confirms to TELUS that Genuity
    and GTE have agreed, and TELUS and Genuity hereby

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    agree with each other, to appoint, prior to December 31, 2000, appropriate
    personnel and to use commercially reasonable efforts to develop and
    implement an operational model for coordinating GTE's and Genuity's
    preferred supplier relationships with TELUS. The parties agree that the
    development and implementation of this operational model shall be consistent
    with the preferred supplier principles set forth in this Agreement and the
    GTE Agreement and shall not modify or amend these principles in any manner.

2.4 The parties agree that, in the event that the Agreement is terminated on or
    before June 30, 2005 as a result of Verizon or GTE or any of their
    Affiliates selling or transferring all or a majority of its interest in
    Genuity Inc. to a third party, then Genuity's preferred supplier rights in
    respect of IP Services as set forth in the Agreement and amended by Sections
    2.1 and 2.2 of this Amendment shall continue for a period of six (6) months
    from the date of termination of the Agreement or until June 30, 2005,
    whichever shall occur first. This provision shall survive the termination of
    this Agreement.


3.  Remedies for Breach
    -------------------

    Each party acknowledges and agrees that the payment mechanism set forth in
    Section 6.1 of the Agreement shall not affect or impair either party's right
    to make claims directly against the other party in the event that such party
    has breached its obligations under the Agreement, subject to the
    qualifications set forth in Section 1 hereof. For the avoidance of doubt,
    TELUS' payment obligations are satisfied by remittance to GTE of the royalty
    fees payable by TELUS to GTE under the GTE Agreement or a portion thereof
    that is no less than the amount agreed to be paid by Verizon or GTE to
    Genuity under the agreement made between them (the "GTE-Genuity Agreement").


4.  Term and Termination
    --------------------

4.1 Genuity confirms to TELUS that the GTE-Genuity Agreement shall terminate and
    may only be terminated on the earliest of:

    (i)   June 30, 2005 (unless the Federal Communications Commission grants GTE
          (or any of its affiliated companies, including Verizon Communications
          Inc.) an extension of time to satisfy the conditions for acquiring
          Control of Genuity Inc., in which case the end date of the extension
          period will be referenced in lieu of June 30, 2005); or
    (ii)  the date that GTE (or any of its affiliated companies or successors)
          sells or transfers all or a majority of its interest in Genuity Inc.
          to a third party; or
    (iii) the date of termination of the GTE Agreement; or
    (iv)  the date of termination of the Agreement.

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    Genuity shall not amend the term of the GTE-Genuity Agreement without the
    prior written consent of TELUS, provided, however, that the term of the
    GTE-Genuity Agreement may be amended by Genuity without such prior written
    consent in order to comply with the terms of any judicial or government
    order, including any order adopted by the Federal Communications Commission.
    In such event, Genuity shall promptly notify TELUS in writing of the amended
    term of the GTE-Genuity Agreement.

4.2 The parties agree to revise Section 13 by deleting therefrom the following:

    "(e)  [Intentionally deleted]"

    and adding thereto a subparagraph (e) as follows:

    "(e)  The Agreement shall terminate automatically on the date that the
          GTE-Genuity Agreement terminates."


5.  Condition Subsequent
    --------------------

5.1 The parties acknowledge and agree that the execution of this Amendment shall
    satisfy the condition subsequent set forth in Section 17(a) of the
    Agreement.

5.2 TELUS confirms to Genuity that the strategic relationship between TELUS and
    GTE as set forth in the GTE Agreement in effect on the date of this
    Agreement has not fundamentally deviated from the relationship set forth in
    the Heads of Agreement (Brand, Technology and Co-Marketing) between TELUS
    and GTE dated October 1998.

5.3 The parties hereby agree that the remaining conditions subsequent set forth
    in Section 17 of the Agreement are hereby satisfied or waived.


6.  General
    -------

6.1 The parties agree that, except as expressly stated herein, all terms and
    conditions of the Agreement shall continue in full force and effect. In the
    event that there is any inconsistency between this Amendment and the
    Agreement, the terms and conditions of this Amendment shall take precedence
    over the terms and conditions of the Agreement.

6.2 All capitalized terms shall have the meanings ascribed to them in the
    Agreement, unless a term is expressly defined or re-defined in this
    Amendment.

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6.3 Genuity Inc. concurs with the provisions in this Amendment and confirms its
    guarantee of the obligations of Genuity under the Agreement as amended
    hereby.


    IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
date first written above.


Genuity Solutions Inc.          TELUS Corporation


By:  /s/ Genuity Solutions Inc.         By:  /s/ TELUS Corporation
     --------------------------              ---------------------
     Title:  _________________               Title:  ____________
     Date:  _________________                Date:  ____________



Genuity Inc.

By:  /s/ Genuity Inc.
     --------------------------
     Title:  _________________
     Date:  _________________


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                                   Exhibit A
                                   ---------



"IP Services" shall mean Telecommunications Services that utilize the IP
(Internet Protocol) protocol as defined by the Internet Engineering Task Force
(IETF) and the International Organization for Standardization (ISO).

     Examples of IP Services:

          -  Managed IP backbone access  (e.g. Internet Advantage)
          -  Managed Internet Access for ISPs  (e.g. ISP Direct, IISP)
          -  IP access through dial in (Dialinx)
          -  IP access through xDSL
          -  Managed Virtual Private Networks for IP (e.g. VPN Advantage)
          -  IP managed security services (e.g. Site Patrol)
          -  IP infrastructure, ISP and ASP consulting services
          -  Web and eCommerce hosting services
          -  Voice over IP
          -  IP internet solutions associated with wireless technologies
          -  Direct IP circuits from Telus to the Genuity backbone network


"Non-IP Services" shall mean all Telecommunications Services other than IP
Services.

"Telecommunications Services" shall have the meaning set forth in the Agreement.

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