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                                                                   Exhibit 10.35


                            URBANLINK REORGANIZATION
                              DEFINITIVE AGREEMENT

THIS AGREEMENT Dated For Reference the _____ day of April, 2000

BETWEEN:

         360NETWORKS INC.

         ("360")

AND:

         WORLDWIDE FIBER HOLDINGS LTD.

         ("WFHL")

AND:

         WFI URBANLINK LTD.

         ("Urbanlink")

AND:

WHEREAS:

A.   360 and WFHL desire to effect a reorganization, as described in this
Agreement, by which certain of the Canadian assets of 360 and its Subsidiaries
will be transferred to Urbanlink, and by which the shareholdings of Urbanlink
will be reorganized.

B.   360, WFHL and Urbanlink have entered into this Agreement to record their
respective rights and obligations with respect to the reorganization, and
certain incidental rights and obligations.

IN CONSIDERATION of the mutual agreements in this Agreement and subject to the
terms and conditions specified in this Agreement, the parties agree as follows:

                                   ARTICLE 1
                                  DEFINITIONS

1.1  DEFINITIONS

In this Agreement, including the recitals and the schedules, the following words
and expressions have the following meanings unless the context otherwise
requires:

"360-Holdco" means 360 Urbanlink Ltd., an Alberta corporation.

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"Affiliate" of any Person means any other Person that, directly or indirectly,
controls or is controlled by or is under common control with such Person, and
for the purposes of this definition "control" (including correlative meanings of
the terms "controlled by" and "under common control with") means the power to
direct or cause the direction of the management and policies of any Person,
whether through the ownership of shares or by contract or otherwise.

"Assumed Contracts" means those agreements that are assigned to, and assumed by,
Urbanlink as part of the Urbanlink Reorganization.

"Carrier Holdco" means Urbanlink Holdings Ltd., an Alberta corporation.

"Closing Date" means such date as 360 and WFHL may select, acting reasonably,
prior the closing of 360's initial public offering, or such other date as may be
agreed between 360 and WFHL.

"FOTS3" means Worldwide Fiber (F.O.T.S.) No. 3, Ltd., an Alberta corporation.

"Municipal Access Agreements" means Municipal Access Agreements entered into by
Urbanlink, or assigned to Urbanlink, prior to the effective date of the
Urbanlink Reorganization.

"NOC" means 360's Network Operating Center located on the 14th Floor, 1066 West
Hastings Street, Vancouver, British Columbia.

"Person" means an individual, partnership, corporation (including a business
trust), joint stock company, trust, unincorporated association, joint venture or
other entity or a foreign state or political subdivision thereof or any agency
of such state or subdivision.

"Services" means Worldwide Fiber Network Services Ltd., an Alberta corporation.

"Subsidiary" shall have the meaning provided in the BUSINESS CORPORATIONS ACT
(CANADA).

"TransferCos" shall have the meaning provided in Schedule 1.

"Transaction Documents" means this Agreement and all such other documents as may
be executed and delivered pursuant to this Agreement or pursuant to any other
Transaction Documents or that are incidental to the Urbanlink Reorganisation.

"Underlying Rights" shall have the meaning provided in Schedule 2.

"Urbanlink Assets" means the assets described in Schedule 2.

"Urbanlink Reorganization" means the reorganization described in Schedule 1.

"Urbanlink" means WFI Urbanlink Ltd., an Alberta corporation.

"WFNL" means Worldwide Fiber Networks Ltd., an Alberta corporation.


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1.2  SCHEDULES

The following schedules are attached to and form part of this Agreement:

               Schedule            Title
               --------            -----
                  1                Urbanlink Reorganization
                  2                Urbanlink Assets
                  3                Sublease

                                   ARTICLE 2
                            URBANLINK REORGANIZATION

2.1  URBANLINK REORGANIZATION

360 and WFHL shall effect the Urbanlink Reorganization, as described in
Schedule 1.

                                   ARTICLE 3
                             INCIDENTAL OBLIGATIONS

3.1  POST CLOSING OBLIGATIONS

Without limiting the generality of Section 4.9, to the extent that Schedule 1 or
Schedule 2 contemplates the execution on the Closing Date of co-location
agreements, subleases, sublicences and other agreements incidental to the
Urbanlink Reorganization, and to the extent that consents from third parties are
required for any of the transfers, assignments, sublicences or other
transactions contemplated in Schedule 1 or Schedule 2, then to the extent that
any of the foregoing have not been entered into or obtained prior to the Closing
Date, 360 and WFHL shall use all reasonable commercial efforts, and 360 and WFHL
shall cause Urbanlink to use all reasonable commercial efforts, to enter into
the same or to obtain the same as soon as may be practicable after the Closing
Date.

3.2  SWAPS

Urbanlink and 360 acknowledge and agree that it may be necessary or desirable,
from time to time, for 360 (or the Subsidiaries of 360) and Urbanlink to swap
strands or other telecommunications assets. Each of 360 and Urbanlink will act
reasonably and in good faith in considering a request by the other to effect
such a swap. If 360 and Urbanlink agree to effect such a swap, then 360 and
Urbanlink shall act reasonably and in good faith in negotiating the definitive
agreements relating to such swap. If 360 and Urbanlink are unable to reach
agreement on the terms of such definitive agreements, either 360 or Urbanlink
may refer the matter to arbitration pursuant to Section 4.1 of this Agreement.

3.3  OTHER SERVICES

360 and Urbanlink acknowledge that it may be necessary or desirable for 360 or
Subsidiaries of 360 to provide other services to Urbanlink from time to time,
and that it may be necessary or desirable for Urbanlink to provide other
services to 360 or Subsidiaries of 360 from time to time.


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Each of 360 and Urbanlink agrees to act reasonably and in good faith in
considering a request by the other for the provision of such services. To the
extent that the terms for the provision of such services are not specifically
addressed in an agreement executed and delivered pursuant to this Agreement, or
otherwise specifically addressed in an agreement between Urbanlink and 360 or a
Subsidiary of 360, such services shall be provided:

     (a)  at a fee for such services equal to the cost of such services plus a
          markup appropriate to the telecommunications industry, considering the
          nature and extent of such services; and

     (b)  otherwise on terms agreed to between 360 and Urbanlink, acting
          reasonably and in good faith.

If 360 and Urbanlink are unable to reach agreement on such fees and such terms,
either 360 or Urbanlink may refer the matter to arbitration pursuant to
Section 4.1 of this Agreement.

3.4  ADJUSTMENTS

Following the Closing Date, 360, the TransferCos, and Urbanlink shall make
adjustments between themselves as provided below:

     (a)  The parties confirm and declare that the purchase price for each
          transfer to Urbanlink is to be the fair market value thereof, as
          agreed between the parties pursuant to the various Transaction
          Documents that effect the transfers (subject to adjustment as provided
          therein if such fair market value is disputed by taxing authorities).
          It is the intention of the parties that the transfer of the assets be
          effected on reasonable economic terms, providing a reasonable return
          to each party and to each TransferCo and not imposing an unreasonable
          or disproportionate economic burden on any party or any TransferCo or
          any other Subsidiary of 360.

     (b)  Accordingly, following the Closing Date, the parties shall adjust
          between themselves (and 360 shall cause the TransferCos to adjust),
          from time to time, with respect to the following matters:

          (i)       The parties shall, and 360 shall cause each of the
                    TransferCos to, adjust the terms of the Transaction
                    Documents as may be necessary, acting reasonably, to effect
                    the intent described in Subsection 3.5(a).

          (ii)      Without limiting the generality of the foregoing, all costs,
                    expenses and payments that relate to the cost of the builds
                    (including, without limitation, charges for Underlying
                    Rights, but only for the term expiring on the expiry of the
                    term of the applicable Underlying Rights), construction
                    costs, holdbacks, warranty claims and all costs of
                    performing any assumed obligations where Urbanlink is not
                    entitled to receive the associated revenue shall be paid by
                    360 or the applicable TransferCo. For greater certainty,
                    this obligation shall continue indefinitely, but 360 shall
                    remain


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                    responsible for all payments for Underlying Rights relating
                    to or necessary for the sale of fiber strands to Urbanlink
                    only in respect of the initial term expiring on the expiry
                    of the term of the applicable Underlying Rights.

          (iii)     Except as expressly provided above, the parties shall adjust
                    (and 360 shall cause the TransferCos to adjust) any prepaid
                    or accrued amounts owing pursuant to the Assumed Contracts,
                    with the TransferCos to be responsible for all costs and
                    expenses and to receive all benefits attributable to the
                    period prior to the Closing Date and Urbanlink to be
                    responsible for all costs and expenses and, except as
                    otherwise expressly provided in a Transaction Document, to
                    receive all benefits attributable to the period as of and
                    from the Closing Date.

          (iv)      Except as expressly provided above, as of the Closing Date
                    the parties shall also adjust (and 360 shall cause the
                    TransferCos to adjust) utility rates and charges, other
                    income from the transferred assets (unless otherwise
                    expressly provided in a Transaction Documents), taxes,
                    insurance, other amounts received from purchasers, licensees
                    and tenants (unless otherwise expressly provided in a
                    Transaction Document) deposits and interest thereon, fuel,
                    prepaid expenses and all other items normally adjusted
                    between a vendor and purchaser in the sale of similar assets
                    so that Urbanlink shall pay all expenses and receive all
                    income relative to the transferred assets (unless otherwise
                    expressly provided in a Transaction Document) prior to the
                    Closing Date and Urbanlink shall bear and pay all expenses
                    and receive all income relative to the transferred assets
                    from and including the Closing Date.

          (v)       Urbanlink shall be responsible for payment of all taxes,
                    rates, duties, assessments and charges levied, rated,
                    charged or assessed in respect of the transferred assets
                    that are payable in respect of all periods of time from and
                    after the Closing Date, and the TransferCos shall be
                    responsible for payment of all taxes, rates, duties,
                    assessments and charges levied, rates, charged or assessed
                    in respect of the transferred assets that are payable in
                    respect of all periods of time before the Closing Date.

          (vi)      Without limiting the generality of the foregoing, 360, WFHL
                    and Urbanlink acknowledge and agree that certain of the
                    expenditures that Urbanlink might be required to make under
                    the Municipal Access Agreements relate to telecommunications
                    facilities installed, constructed and/or owned by persons
                    other than Urbanlink including, without limiting the
                    generality of the foregoing, Ledcor Industries Limited (an
                    affiliate of WFHL which was once an owner of certain strands
                    in respect of which some of the Municipal Access Agreements
                    were given) and Subsidiaries of 360. The parties shall
                    adjust between themselves, from time to time, any amounts
                    payable under the Municipal Access Agreements, to effect a
                    just and equitable allocation of such payments among the
                    persons


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                    receiving the economic benefit of the telecommunications
                    facilities to which the Municipal Access Agreements relate.

If the parties are unable to reach agreement on the terms of any adjustment, any
party may refer the matter to arbitration pursuant to Section 4.1 of this
Agreement.

                                   ARTICLE 4
                                    GENERAL

4.1  ARBITRATION

All disputes arising out of or in connection with this contract, or in respect
of any defined legal relationship associated therewith or derived therefrom,
shall be referred to and finally resolved by arbitration under the Rules of the
British Columbia International Commercial Arbitration Centre. The appointing
authorities shall be the British Columbia International Commercial Arbitration
Centre. The case shall be administered by the British Columbia International
Commercial Arbitration Centre in accordance with its "Procedures for Cases Under
the BCICAC Rules". The place of arbitration shall be Vancouver, British
Columbia, Canada.

4.2  GOVERNING LAW AND ATTORNMENT

This Agreement will be governed by and construed in accordance with the
substantive laws of British Columbia and the federal laws of Canada applicable
in British Columbia, without regard to the conflict of law rules of British
Columbia. Subject to Section 4.1, the parties irrevocably submit to and accept
generally and unconditionally the exclusive jurisdiction of the courts and
appellate courts of British Columbia with respect to any legal action or
proceeding which may be brought at any time relating in any way to this
Agreement. Each of the parties irrevocably waives any objection it may now or in
the future have to the venue of any such action or proceeding, and any claim it
may now or in the future have that any such action or proceeding has been
brought in an inconvenient forum.

4.3  TIME OF THE ESSENCE OF THE AGREEMENT

Unless otherwise specifically provided in this Agreement, time will be of the
essence of this Agreement and of the transactions contemplated by this
Agreement.

4.4  REMEDIES NOT EXCLUSIVE

The remedies provided to the parties under this Agreement are cumulative and not
exclusive to each other, and any such remedy will not be deemed or construed to
affect any right which any of the parties is entitled to seek at law, in equity
or by statute.

4.5  NOTICES

Any notice, direction, request or other communication required or contemplated
by any provision of this Agreement will be given in writing and will be given by
delivering or faxing or emailing the same to the parties as follows:


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     (a)  To 360 at:

          Suite 1510, 1066 West Hastings Street
          Vancouver, B.C.  V6E 3X1

          Attention:     Catherine McEachern
          Fax No.:       (604) 681-0994
          Email:         catherine.meachern@wwfiber.com

     (b)  To WFHL at:

          Suite 1000, 1066 West Hastings Street
          Vancouver, B.C.  V6E 3X1

          Attention:     Bill Ramsey
          Fax No.:       (604) 681-5372
          Email:         bill.ramsey@wwfiber.com

     (c)  To Urbanlink at:

          Suite 1000, 1066 West Hastings Street
          Vancouver, B.C.  V6E 3X1

          Attention:     Bill Ramsey
          Fax No.:       (604) 681-5372
          Email:         bill.ramsey@wwfiber.com

Any such notice, direction, request or other communication will be deemed to
have been given or made on the date on which it was delivered or, in the case of
fax or email, on the next business day after receipt of transmission. Any party
may change its fax number or address for service or email address from time to
time by written notice in accordance with this section.

4.6  ASSIGNMENT

This Agreement is not assignable by WFHL or 360 without the prior written
consent of the other, such consent not to be unreasonably withheld or delayed,
or by Urbanlink without the consent of 360 and WFHL. Any attempt by any party to
assign any of the rights or to delegate any of the duties or obligations of this
Agreement without such prior written consent is void.

4.7  FORCE MAJEURE

The failure or delay of any party to this Agreement to perform any obligation
under this Agreement solely by reason of acts of God, acts of civil or military
authority, civil disturbance, war, strikes or other labour disputes or
disturbances, fire, transportation contingencies, shortage of facilities, fuel,
energy, labour or materials, or laws, regulations, acts or orders of any
governmental agency or official, other catastrophes, or any other circumstance
beyond its reasonable control ("Force Majeure") will be deemed not to be a
breach of this Agreement so long as the party so prevented from complying with
this Agreement has not contributed to such


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Force Majeure, has used reasonable efforts to avoid such Force Majeure or to
ameliorate its effects, and continues to take all actions within its power to
comply as fully as possible with the terms of this Agreement. In the event of
any such Force Majeure, performance of the obligations will be deferred until
the Force Majeure ceases. This section will not apply to excuse a failure to
make any payment when due.

4.8  COUNTERPARTS

This Agreement may be executed in any number of counterparts with the same
effect as if all parties had signed the same document. All of these counterparts
will for all purposes constitute one agreement, binding on the parties,
notwithstanding that all parties are not signatories to the same counterpart. A
fax transcribed copy or photocopy of this Agreement executed by a party in
counterpart or otherwise will constitute a properly executed, delivered and
binding agreement or counterpart of the executing party.

4.9  WAIVER

No failure or delay on the part of any party in exercising any power or right
under this Agreement will operate as a waiver of such power or right. No single
or partial exercise of any right or power under this Agreement will preclude any
further or other exercise of such right or power. No modification or waiver of
any provision of this Agreement and no consent to any departure by any party
from any provision of this Agreement will be effective until the same is in
writing. Any such waiver or consent will be effective only in the specific
instance and for the specific purpose for which it was given. No notice to or
demand on any party in any circumstances will entitle such party to any other or
further notice or demand in similar or other circumstances.

4.10 FURTHER ASSURANCES

Each of the parties will promptly execute and deliver to the other at the cost
of the other such further documents and assurances and take such further actions
as the other may from time to time request in order to more effectively carry
out the intent and purpose of this Agreement and to establish and protect the
rights, interests and remedies intended to be created in favour of the other.

4.11 ENTIRE AGREEMENT

This Agreement and any documents and agreements to be delivered pursuant to this
Agreement supersede all previous invitations, proposals, letters,
correspondence, negotiations, promises, agreements, covenants, conditions,
representations and warranties with respect to the subject matter of this
Agreement. There is no representation, warranty, collateral term or condition or
collateral agreement affecting this Agreement, other than as expressed in
writing in this Agreement. No trade terms or trade usages are to be incorporated
by reference implicitly or otherwise into this Agreement, unless expressly
referred to in this Agreement.


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<PAGE>

4.12 AMENDMENTS

No change or modification of this Agreement will be valid unless it is in
writing and signed by each party to
this Agreement.

4.13 INVALIDITY OF PARTICULAR PROVISION

If any provision of this Agreement or any part of any provision (in this section
called the "Offending Provision") is declared or becomes unenforceable, invalid
or illegal for any reason whatsoever including, without limiting the generality
of the foregoing, a decision by any competent courts, legislation, statutes,
bylaws or regulations or any other requirements having the force of law, then
the remainder of this Agreement will remain in full force and effect as if this
Agreement had been executed without the Offending Provision.

4.14 CURRENCY

Unless otherwise specified all sums of money expressed in this Agreement are in
the lawful money of Canada.

4.15 NUMBER AND GENDER

Unless the context of this Agreement otherwise requires, to the extent necessary
so that each clause will be given the most reasonable interpretation, the
singular number will include the plural and vice versa, the verb will be
construed as agreeing with the word so substituted, words importing the
masculine gender will include the feminine and neuter genders, words importing
persons will include firms and corporations and words importing firms and
corporations will include individuals.

4.16 HEADINGS AND CAPTIONS

The headings and captions of sections and paragraphs contained in this Agreement
are all inserted for convenience of reference only and are not to be considered
when interpreting this Agreement.

4.17 ACKNOWLEDGEMENT OF RECEIPT

Each of the parties acknowledges receiving an executed copy of this Agreement.

4.18 ENUREMENT

Subject to the restrictions on transfer contained in this Agreement, this
Agreement will enure to the benefit of and be binding on the parties and their
respective heirs, executors, administrators, successors and assigns.

                     [THE NEXT PAGE IS THE EXECUTION PAGE]


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IN WITNESS WHEREOF the parties have executed this Agreement as of the date
stated on the first page.

360NETWORKS INC.                             WORLDWIDE FIBER HOLDINGS LTD.


Per:                                         Per:

-----------------------------------          -----------------------------------
Signature                                    Signature



WFI URBANLINK LTD.


Per::

-----------------------------------
Signature


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                                   SCHEDULE 1

                            URBANLINK REORGANIZATION


PART 1 - STEPS COMPLETED PRIOR TO THE REORGANIZATION

1.1  The authorized share capital of Urbanlink has been amended.

1.2  360 has incorporated 360-Holdco.

1.3  360 has incorporated Carrier Holdco.

1.4  360 has obtained the fairness opinion required under its High Yield Debt
     Indentures.

PART 2 - TRANSFERS OF ASSETS

2.1  Each of the relevant 360 Subsidiaries (collectively "TransferCos") shall
     transfer assets to Urbanlink in exchange for a series of Urbanlink
     preferred shares with a redemption amount equal to the estimated fair value
     of the transferred assets, reduced by the amount of any liabilities assumed
     by Urbanlink. A separate series of Urbanlink preferred shares shall be
     issued to each TransferCo. The assets to be transferred in exchange for
     such shares shall be those assets described in Sections 1.1, 1.2, 1.3, 1.4,
     3.1, 4.1, 4.3, 4.4, 5.1 and 6.1 on Schedule 2.

2.2  Urbanlink and FOTS3 shall enter into the IRU agreement for the two marine
     strands in British Columbia waters, as described in Section 3.1 on
     Schedule 1.

2.3  360 shall transfer to Urbanlink, and Urbanlink shall assume all employment
     obligations in respect of, certain employees (approximately 15) to be
     determined by agreement between Urbanlink and 360.

2.4  360, the relevant Subsidiaries of 360, and Urbanlink shall enter into a
     Sublease having the terms described in Schedule 3.

PART 3 - TRANSFERS TO 360-HOLDCO

3.1  The TransferCos shall transfer their Urbanlink preferred shares and
     Urbanlink common shares to 360-Holdco, in return for mirror image preferred
     shares and common shares of 360-Holdco.

PART 4 - 360-HOLDCO TRANSFER TO CARRIER HOLDCO AND ISSUANCE OF SHARES TO
360-HOLDCO

4.1  360-Holdco shall subscribe for Carrier Holdco voting non-participating
     shares representing 1/3 of the total number of such shares to be issued,
     for nominal consideration.


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4.2  360-Holdco shall transfer its Urbanlink preferred shares and Urbanlink
     common shares to Carrier Holdco in return for Carrier Holdco non-voting
     participating shares representing 51% of the total number of such shares to
     be issued.

PART 5 - WFHL TRANSFER TO CARRIER HOLDCO AND WFHL ISSUANCE OF SHARES TO WFHL

5.1  WFHL shall subscribe for Carrier Holdco voting non-participating shares
     representing 2/3 of the total number of such shares to be issued, for
     nominal consideration.

5.2  WFHL shall transfer to Carrier Holdco Subordinate Voting Shares of 360
     having a fair market value equal to 49/51 of the fair value of the
     Urbanlink preferred shares and Urbanlink common shares transferred by
     360-Holdco to Carrier Holdco determined using the price to the public of
     the Subordinate Voting Shares in 360's initial public offering (the "IPO
     Price"), and WFHL shall receive in return Carrier Holdco non-voting
     participating shares representing 49% of the total number to be issued. As
     the Closing Date shall occur before the IPO, the number of shares
     transferred on the Closing Date shall be calculated on the assumption that
     the IPO Price is US$17.00 and the number of transferred shares shall be
     adjusted as soon as practicable after the Closing Date to equal the number
     of shares determined using the IPO Price.

PART 6 - POST CLOSING TRANSFERS

6.1  From time to time after the completion of those segments of the builds that
     are not complete on the Closing Date and the final allocation or
     designation of the specific strands to be transferred, as more particularly
     described in Sections 2.1 and 2.2 of Schedule 2, on a date or dates to be
     determined by agreement between 360 and WFHL, acting reasonably, the
     TransferCos shall transfer assets to 360-Holdco for a series of 360-Holdco
     preferred shares having a redemption amount equal to the estimated fair
     value of the transferred assets, reduced by the amount of any liabilities
     assumed by 360-Holdco. A separate series of 360-Holdco preferred shares
     shall be issued to each TransferCo. The assets to be transferred in
     exchange for such shares shall be those assets described in Sections 2.1,
     2.2, 2.3 and 2.4 on Schedule 2 (collectively, the "Post-Closing Assets").

6.2  360-Holdco shall transfer the Post-Closing Assets to Carrier Holdco for a
     number of common shares to be determined by considering the estimated fair
     value of the Post-Closing Assets (reduced by the amount of any liabilities
     assumed by Carrier Holdco), the estimated fair value of the then issued
     Carrier Holdco shares, and the estimated fair value of the subscription to
     be made by WFHL under Section 6.3, in return for Carrier Holdco non-voting
     participating shares representing 51% of the total number of shares to be
     issued under Sections 6.2 and 6.3.

6.3  WFHL shall transfer to Carrier Holdco additional Subordinate Voting Shares
     of 360 having a fair value equal to 49/51 of the estimated fair value of
     the Post-Closing Assets (reduced by the amount of any liabilities assumed
     by Carrier Holdco), determined using the then current market prices of the
     Subordinate Voting Shares, and WFHL shall receive in return Carrier Holdco
     non-voting participating shares representing 49% of the total number of
     shares to be issued under Sections 6.2 and 6.3.


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6.4  Carrier Holdco shall transfer the Post-Closing Assets to Urbanlink in
     return for Urbanlink preferred shares.

PART 7 - GENERAL

7.1  Except where expressly provided to the contrary in the Transaction
     Documents, elections under Section 85 of the INCOME TAX ACT (Canada) shall
     be filed by the transferor and the transferee in respect of each of the
     transfers described in this Schedule, to the extent that such transfers are
     eligible, and such elections shall elect that the transfers be effected at
     the transferor's cost amount for the transferred assets, unless otherwise
     agreed between 360 and WFHL.

7.2  For the transfers described in this Schedule appropriate adjustments shall
     be made for deposits, prepaid amounts and receivables in respect of each of
     the IRU agreements and other agreements that are transferred.

PART 8 - FINAL STRUCTURE

8.1  The TransferCos and WFNL shall together own 100% of the outstanding shares
     of 360-Holdco.

8.2  360-Holdco shall own 51% of the Carrier Holdco non-voting participating
     shares and 33.3% of the Carrier Holdco voting non-participating shares.

8.3  WFHL shall own 49% of the Carrier Holdco non-voting participating shares
     and 66.67% of the Carrier Holdco voting non-participating shares.

8.4  Carrier Holdco shall own 100% of the outstanding shares of Urbanlink.


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                                   SCHEDULE 2

                                URBANLINK ASSETS

Urbanlink Assets means the assets to be transferred to Urbanlink as part of the
Urbanlink Reorganization, being the following assets:

PART 1   - STRANDS TO BE TRANSFERRED AT THE CLOSING

1.1  Two strands on each of the following routes shall be transferred by the
     applicable 360 Subsidiaries to Urbanlink at the Closing:

          See Exhibit 2(1.1)

1.2  The following strands on the following routes shall also be transferred at
     the Closing by the applicable 360 Subsidiaries to Urbanlink, in each case
     subject to the terms of the associated IRU agreement described below, which
     IRU agreement shall be assumed and performed by Urbanlink:

          See Exhibit 2(1.2)

1.3  Together with the above strands, the applicable 360 Subsidiaries shall
     transfer to Urbanlink a proportionate interest in the support structures
     (to the extent available for transfer). At the Closing, or as soon as
     practicable thereafter, the applicable 360 Subsidiaries shall also grant to
     Urbanlink, by sublicense, a non-exclusive right to use and enjoy, in common
     with all others having rights with respect to other strands forming part of
     the fiber optic cable containing the above strands, each license, easement,
     right-of-way or similar right (the "Underlying Rights") owned, held,
     acquired or hereafter acquired by such 360 Subsidiaries, on the same terms
     and conditions upon which such rights are usually granted to third parties
     by 360 and on and subject to the terms and conditions set out in the
     agreements governing such Underlying Rights, with respect to lands or
     buildings through which such fiber optic cable passes. If the applicable
     Underlying Rights do not permit a transfer of strands to Urbanlink, the
     applicable 360 Subsidiary and Urbanlink shall enter into an IRU agreement
     for such strands.

1.4  At the Closing, or as soon as practicable thereafter, the relevant 360
     Subsidiaries shall grant to Urbanlink a license to use:

     (a)  with reference to the strands referred to in Section 1.1, such
          co-location facilities and/or communications shelters along the
          applicable routes as would be granted by 360 to a third party
          acquiring the number of strands described in Section 1.1, on and
          subject to the terms and conditions that would apply to a similar
          grant of rights to a third party purchaser of such strands; and

     (b)  with respect to the strands described in Section 1.2, such co-location
          facilities and/or communications shelters along the applicable routes
          as are necessary to


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          allow Urbanlink to perform its obligations in respect of such
          facilities and/or shelters as described in the IRU agreements assumed
          under Section 1.2.

PART 2 - STRANDS TO BE TRANSFERRED UPON THE COMPLETION OF THE FIBER OPTIC
FACILITIES OF WHICH THE STRANDS ARE A PART

2.1  Two strands on each of the following routes shall be transferred by the
     applicable 360 Subsidiaries to Urbanlink on the completion of the
     applicable segment of the build and the final allocation or designation of
     the specific strands to be transferred:

          See Exhibit 2(2.1)

2.2  The following strands on the following routes shall be transferred by the
     applicable 360 Subsidiary to Urbanlink on the completion of the applicable
     segment of the build and the final allocation or designation of the
     specific strands to be transferred, in each case subject to the terms of
     the associated IRU agreement described below, which IRU agreement shall be
     assumed and performed by Urbanlink:

          See Exhibit 2(2.2)

2.3  Together with the above strands, the applicable 360 Subsidiaries shall
     transfer to Urbanlink a proportionate interest in the support structures
     (to the extent available for transfer). On the completion of the applicable
     segment of the build, and the final allocation or designation of the
     specific strands to be transferred the applicable 360 Subsidiaries shall
     also grant to Urbanlink, by sublicense, a non-exclusive right to use and
     enjoy, in common with all others having rights with respect to other
     strands forming part of the fiber optic cable containing the strands, the
     Underlying Rights owned, held, acquired or hereafter acquired by such 360
     Subsidiaries, on the same terms and conditions upon which such rights are
     usually granted to third parties by 360 and on and subject to the terms and
     conditions set out in the agreements governing such Underlying Rights, with
     respect to lands or buildings through which such fiber optic cable passes.
     If the applicable Underlying Rights do not permit a transfer of strands to
     Urbanlink, the applicable 360 Subsidiary and Urbanlink shall enter into an
     IRU agreement for such strands.

2.4  On the completion of the applicable segment of the build and the final
     allocation or designation of the specific strands to be transferred, the
     relevant 360 Subsidiaries shall grant to Urbanlink a license to use:

     (a)  with reference to the strands referred to in Section 2.1, such
          co-location facilities and/or communications shelters along the
          applicable routes as would be granted by 360 to a third party
          acquiring the number of strands described in Section 2.1, on and
          subject to the terms and conditions that would apply to a similar
          grant of rights to a third party purchaser of such strands; and

     (b)  with respect to the strands described in Section 2.2, such co-location
          facilities and/or communications shelters along the applicable routes
          as are necessary to


                                      -15-
<PAGE>

          allow Urbanlink to perform its obligations in respect of such
          facilities and/or shelters as described in the IRU agreements assumed
          under Section 2.2.

PART 3 - IRUS TO BE GRANTED TO URBANLINK

3.1  With reference to that portion of the Vancouver to Victoria to Seattle
     build that is located in a submarine cable in Canadian waters, FOTS3 shall
     grant to Urbanlink a sub-IRU of two strands.

PART 4 - TELECOMMUNICATIONS EQUIPMENT

4.1  The following telecommunications equipment, which has been acquired and
     received by 360 Subsidiaries, shall be transferred by the applicable 360
     Subsidiaries to Urbanlink at the Closing:

          See Exhibit 2(4.1)

4.2  The purchase orders and purchase agreements for the acquisition of
     additional telecommunications equipment shall be assigned by the applicable
     360 Subsidiaries to Urbanlink at the Closing.

4.3  Together with the equipment transferred pursuant to Sections 4.1 and 4.2,
     the relevant 360 Subsidiaries shall, to the extent permitted by the
     underlying documents and agreements, transfer an applicable and appropriate
     interest in the underlying warranties and maintenance agreements.

PART 5 - FACILITIES

5.1  At the Closing, or as soon as practicable thereafter, the relevant 360
     Subsidiaries shall transfer to Urbanlink those lease and co-location
     agreements that relate to facilities that will be used exclusively or
     primarily by Urbanlink.

5.2  At the Closing, or as soon as practicable thereafter, the relevant 360
     Subsidiary shall enter into a sublease with Urbanlink, by which the
     relevant 360 Subsidiary shall sublease to Urbanlink premises at 5500
     Explorer Driver, Mississauga, Ontario.

PART 6 - NOC

6.1  The relevant 360 Subsidiary shall transfer to Urbanlink the NOC assets,
     being an element management system consisting of hardware and software that
     monitor network operations.

PART 7 - CONTRACTS AND INCIDENTAL ASSETS

7.1  At the Closing, the relevant 360 Subsidiaries shall transfer and assign to
     Urbanlink such additional equipment, furniture, agreements, license,
     permits, documents and ancillary rights as 360 and WFHL may determine by
     agreement between them.


                                      -16-
<PAGE>

                                   SCHEDULE 3

                                    SUBLEASE


The Sublease shall be on the following terms:

1.   The parties to the Sublease shall be Urbanlink and the relevant 360
     Subsidiary.

2.   The sublease premises shall be at 5500 Explorer Drive, Mississauga,
     Ontario. The precise location and area of the subleased premises shall be
     determined by agreement between Urbanlink and 360, acting reasonably.

3.   The rent charged for the Sublease shall be calculated based on the area of
     the subleased premises and the rent per square foot charged under the
     applicable head lease.

4.   The Sublease shall otherwise be on the same terms as the head lease, and
     Urbanlink shall pay to 360 or to the applicable 360 Subsidiary a
     proportionate amount of all charges payable under the head lease including,
     without limitation, taxes, common area expenses and utilities charges.


                                      -17-
<PAGE>

                                 EXHIBIT 2(1.1)

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------
                              MILE                                   DUCT        TUBE       STRAND        STRAND
SEGMENTS                      POINTS      ROW         KILOMETER      COLOUR     COLOUR      NUMBER         TYPE
-----------------------------------------------------------------------------------------------------------------
<S>                           <C>        <C>           <C>          <C>         <C>         <C>          <C>
FROM CALGARY TO EMERSON                   CP            1,443        Orange      Brown       41-42        SMF-28

FROM CP TRACKS AT CAMBIE ST.              CP            1,032        Orange      Brown       41-42        SMF-28
VANCOUVER TO CALGARY

FROM 301 INDUSTRIAL AVE. TO               CP              3          Orange      Brown       41-42        SMF-28
CP TRACKS AT CAMBIE ST.

OAK STREET BRIDGE TO 301                  CN             11          Orange      Brown       41-42        SMF-28
INDUSTRIAL, VANCOUVER

US BORDER TO VICTORIA TO OAK              CN             84          Orange      Brown       41-42        SMF-28
STREET BRIDGE

EDMONTON CN TRACKS TO                     CN             11          Orange      Brown       41-42        SMF-28
EDMONTON BRETTVILLE JUNCTION

EDMONTON BRETVILLE JUNCTION               CN            1,958        Orange      Brown       41-42        SMF-28
TO THUNDER BAY

THUNDER BAY TO TORONTO                    CN            1,402        Orange      Brown       41-42        SMF-28

TORONTO TO BROCKVILLE

Union Station to Parliament   333.8 to    TTR            12          Orange      Rose       121-122        Leaf
St.(Kingston)                 332.8

Parliament St to Scarborough  332.8 to    CN             23          Orange      Rose       121-122        Leaf
(Kingston)                    7.24

Scarborough to Pickering      325.56 to   CN             299         Orange      Rose       121-122        Leaf
Jct. (Kingston)               311.4

Pickering Jct. To Brockville  311.4 to    CN                         Orange      Rose       121-122        Leaf
(Kingston)                    125.7
-----------------------------------------------------------------------------------------------------------------

</TABLE>


                                      -18-
<PAGE>

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------
                              MILE                                   DUCT        TUBE       STRAND        STRAND
SEGMENTS                      POINTS      ROW         KILOMETER      COLOUR     COLOUR      NUMBER         TYPE
-----------------------------------------------------------------------------------------------------------------
<S>                           <C>        <C>           <C>          <C>         <C>         <C>          <C>
BROCKVILLE TO SMITH FALLS     27.8 to     StL&H          45          Orange      Rose       121-122        Leaf
                              0.0

SMITH FALLS TO OTTAWA (VIA)
STATION

Smith Falls to Alexander      34.5 to     StL&H          0.2         Orange      Rose       121-122        Leaf
St.(Smiths Falls)             34.38

Alexander St. to CN Radio     34.38 to    CN              1          Orange      Rose       121-122        Leaf
Site (Smiths Falls)           34.05

CN Radio Site to Richmond     34.05 to    VIA            34          Orange      Rose       121-122        Leaf
(Smiths Falls)                13.0

Richmond to Federal (Smiths   13.0 to 0.0 CN             21          Orange      Rose       121-122        Leaf
Falls)

Federal to Union Station      6.0 to 0.9  CN             10          Orange      Rose       121-122        Leaf
(Beachburg)

BORDER TO TORONTO

U.S. Border to Fort Erie      0.6 to 1.0  CN              1          Orange      Rose       121-122        Leaf
(Stamford)

Fort Erie to Port Robinson    1.0 to      CN             36          Orange      Rose       121-122        Leaf
(Stamford)                    23.14

Port Robinson to Merriton     1.27 to 7.9 CN             11          Orange      Rose       121-122        Leaf
(Thorld Spur)

Merriton to Hamilton          9.5 to      CN             55          Orange      Rose       121-122        Leaf
(Grimsby)                     43.66

Hamilton to Canpa (Oakville)  39.3 to 8.5 CN             50          Orange      Rose       121-122        Leaf

Canpa to Windsor St.          8.5 to 0.5  CN             13          Orange      Rose       121-122        Leaf
(Oakville)

OTTAWA TO QUEBEC BORDER

Union Station to Hawthorne    76.5 to     CN              6           Temp       Rose       121-122        Leaf
Diamond (Alexandria)          2.72

Hawthorne Diamond to          72.72 to    CN             0.4                     Rose       121-122        Leaf
Hawthorne (Alexandria)        72.5

Hawthorne to Quebec Border    72.5 to     VIA            97                      Rose       121-122        Leaf
(Alexandria)                  12.5
-----------------------------------------------------------------------------------------------------------------

</TABLE>


                                      -19-
<PAGE>

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------
                              MILE                                   DUCT        TUBE       STRAND        STRAND
SEGMENTS                      POINTS      ROW         KILOMETER      COLOUR     COLOUR      NUMBER         TYPE
-----------------------------------------------------------------------------------------------------------------
<S>                           <C>        <C>           <C>          <C>         <C>         <C>          <C>
QUEBEC BORDER TO TASCHEREAU

Quebec Border to Coteau       12.5 to 0.0 VIA           20.11        Orange      Rose      121 - 122       Leaf
Jct.(Alexandria)

Coteau Jct. To Dorion         38.0 to     CN            22.04        Orange      Rose      121 - 122       Leaf
(Kingston)                    24.3

Dorion to Dorval (Kingston)   24.3 to     CN            22.53        Orange      Rose      121 - 122       Leaf
                              10.3

Dorval to Taschereau Yard     11.6 to 9.0 CN            4.18         Orange      Rose      121 - 122       Leaf
(Montreal)

MONTREAL CENTRAL TO QUEBEC    1.28 to 1.5 CN           259.79        Orange      Rose       121-122        Leaf
CITY

US BORDER TO CAMBRIDGE

US Border to Collage Ave      226.30 to   CN/StL&H        2          Orange      Rose       121-122        Leaf
                              225.21

Collage Avenue to Hyde Park   111.8 to    StL&H          174         Orange      Rose       121-122        Leaf
Road                          3.9

Hyde Park Road to London      3.9 to 0.0  StL&H           6          Orange      Rose       121-122        Leaf

London to Airport Road        114.6 to    StL&H           8          Orange      Rose       121-122        Leaf
                              109.48

Airport Road to Cambridge     109.48 to   StL&H          84          Orange      Rose       121-122        Leaf
                              57.2
-----------------------------------------------------------------------------------------------------------------

</TABLE>


                                      -20-
<PAGE>

                                 EXHIBIT 2(1.2)


                                      NONE


                                      -21-
<PAGE>

                                 EXHIBIT 2(2.1)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                MILE                                        DUCT         TUBE      STRAND    STRAND
          SEGMENTS             POINTS            ROW       KILOMETER       COLOUR       COLOUR     NUMBER     TYPE
--------------------------------------------------------------------------------------------------------------------
<S>                         <C>                <C>           <C>          <C>           <C>      <C>         <C>
CAMBRIDGE TO HALWEST

Cambridge South Junction     0.8 to 11.2        StL&H          17          Orange        Rose     121-122     Leaf
(Waterloo)

South Junction to Kitchener  3.5 to 0            GEX           6           Orange        Rose     121-122     Leaf
(Huron Park)

Kitchener to Silver (Guelph) 63.05 to 29.98      GEX           53          Orange        Rose     121-122     Leaf

Silver to Halwest (Halton)   24.16 to 11.13      CN            21          Orange        Rose     121-122     Leaf

TASCHEREAU TO MONTREAL
STATION

Taschereau Yard to Jct. W/   N/A                 CN           1.22         Orange        Rose    121 - 122   SMF-28
St. Laurent Sub.

Taschereau Yard to Jonction  146.2 to 141.6      CN           7.40         Orange        Rose    121 - 122   SMF-28
de L'Est (St. Laurent)

Jonction de L'Est to         6.0 to 0.8          CN           8.37         Orange        Rose    121 - 122   SMF-28
Central Station
(Deux-Montagnes)

MONTREAL TO US BORDER                                                                            2 strands

QUEBEC CITY TO HALIFAX                                                                           2 strands
--------------------------------------------------------------------------------------------------------------------

</TABLE>


                                      -22-
<PAGE>

                                 EXHIBIT 2(2.2)



                     As may be agreed between the parties.



Definitive Agreement Executed Verstion


                                      -23-