<PAGE>

                                                                   Exhibit 10.40


                               RESELLER AGREEMENT


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

BETWEEN:

          360NETWORKS INC.

          ("360")

AND:

          WORLDWIDE FIBER NETWORKS SERVICES LTD.

          ("Services")

AND:

          WFI URBANLINK LTD.

          ("Urbanlink")

WHEREAS:

A.    Urbanlink has agreed to grant to Services, or to such other 360
Subsidiaries as 360 may specify from time to time, IRU capacity purchase
agreements to acquire four OC-192s or the equivalent on each of the Strands, as
hereinafter defined.

B.    360, Services and Urbanlink have entered into this Agreement to record
their respective rights and obligations with respect to the capacity purchase
agreements and certain related 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:

"Affiliate" has the meaning ascribed thereto under the CANADA BUSINESS
CORPORATIONS ACT.

<PAGE>

"Capacity Purchase Agreement" shall mean a Capacity Purchase Agreement in the
form attached as Schedule "C", with such amendments as may be agreed between
Services and Urbanlink, acting reasonably and in good faith.

"Capacity Service" means the service of providing the capacity pursuant to the
Capacity Purchase Agreements that are in effect from time to time.

"Co-Development Strands" shall have the meaning ascribed thereto in the
recitals.

"First Renewal Term" shall have the meaning provided in Section 6.2.

"Initial Term" shall have the meaning provided in Section 6.1.

"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.

"Phase I Strands" shall mean the Strands described in Schedule "A".

"Phase II Strands" shall mean the Strands described in Schedule "B" and any
strands acquired by Urbanlink pursuant to any co-development arrangements with
Services or its Affiliates.

"Renewal Terms" shall mean the First Renewal Term and the Second Renewal Term,
as applicable.

"Second Renewal Term" shall have the meaning provided in Section 6.2.

"Strands" shall mean the Phase I Strands and the Phase II Strands.

1.2  SCHEDULES

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

                  SCHEDULE              TITLE

                      A                 Phase I Strands
                      B                 Phase II Strands
                      C                 Capacity Purchase Agreement

                                   ARTICLE 2
                          CAPACITY PURCHASE AGREEMENTS

2.1   PHASE I STRANDS

On the execution of this document, Services and Urbanlink shall execute a
Capacity Purchase Agreement in the form attached as Schedule "C" or in such
other form as may be agreed between Services and Urbanlink, acting reasonably
and in good faith, in relation to the Phase I Strands.


                                      -2-
<PAGE>

2.2   ADDITIONAL STRANDS

On the acquisition of any of the Phase II Strands by Urbanlink, Services (or
such other Subsidiary of 360 as 360 may designate from time to time by notice in
writing to Urbanlink) shall execute a Capacity Purchase Agreement in the form
attached as Schedule "C" or in such other form as may then be agreed between
Services (or such designated Subsidiary of 360) and Urbanlink, acting reasonably
and in good faith, in relation to such Phase II Strands.

2.3   CAPACITY

Unless otherwise agreed from time to time by 360 and Urbanlink, and except as
specifically provided below, for each of the Strands, the Capacity Purchase
Agreement shall be an IRU capacity agreement by which Services (or the
designated Subsidiary of 360) shall acquire from Urbanlink an IRU capacity
purchase agreement for four OC-192s or the equivalent on each such Strand, or
such greater capacity as may result from the replacement or upgrading of
telecommunications equipment, or the adding of telecommunications equipment, as
described in Section 3.3. For each of the Strands described in Schedule A as
being between Edmonton and Toronto, unless otherwise agreed from time to time by
360 and Urbanlink, the Capacity Purchase Agreement shall be an IRU capacity
agreement by which Services (or the designated Subsidiary of 360) shall acquire
from Urbanlink an IRU capacity agreement for eight OC-48s or the equivalent on
each such Strand, or such greater capacity as may result from the replacement or
upgrading of telecommunications equipment, or the adding of telecommunications
equipment, as described in Section 3.3.

2.4   ELECTION TO ACCEPT REDUCED CAPACITY

By notice in writing to Urbanlink, Services (or the designated Subsidiary of
360) may elect to acquire less capacity than specified above; provided however
that Services (or such designated Subsidiary) shall not elect to acquire units
of capacity smaller than OC-48; and provided further that if Services (or such
designated Subsidiary) so elects, Services (or such designated Subsidiary) may
subsequently elect to acquire the balance of the capacity specified in Section
2.3. To the extent that a Capacity Purchase Agreement is for less than four
OC-192s, the amount per Strand per route kilometer specified in Section 5.1
shall be prorated accordingly. For greater clarity, Urbanlink shall have the
right to lease or IRU any remaining capacity to other customers.

                                   ARTICLE 3
                           PROVISIONING AND EQUIPMENT

3.1   URBANLINK EQUIPMENT

During the term of any Capacity Purchase Agreement, Urbanlink shall install the
terminal equipment and take such additional actions as may be necessary from
time to time to light these Strands to which the Capacity Purchase Agreement
relates. The selection of the equipment shall be subject to the prior written
approval of Services, acting reasonably, and in good faith. Without limiting the
generality of the foregoing, it shall not be unreasonable for Services to
consider the compatibility of such equipment with the other equipment owned or
used by Services or other Subsidiaries of 360 in Canadian and other
jurisdictions.


                                      -3-
<PAGE>

3.2   PROVISIONING

During the term of any Capacity Purchase Agreement:

      (a)   Services and any designated Subsidiaries of 360 shall provide
            provisioning schedules to Urbanlink from time to time.

      (b)   Services and any designated Subsidiaries of 360 shall provide notice
            in writing to Urbanlink within four days of receipt of a customer's
            request to provision the Capacity Service and shall provide not less
            than 30 days prior written notice before the effective date of the
            provisioning of such Capacity Service to a customer.

      (c)   For greater clarity, the personnel effecting the purchasing and
            installation of terminal equipment shall be employees of Urbanlink
            or its contractors.

During the term of any Capacity Purchase Agreement, from time to time at the
request of 360, Urbanlink shall provide Urbanlink personnel to effect
provisioning and moves, adjustments and changes ("MAC") for Services customers
and any designated Subsidiaries of 360. For such services, Services (or the
designated Subsidiary of 360) shall pay to Urbanlink an amount equal to
Urbanlink's direct costs of providing such services plus a margin agreed to
between the parties.

3.3   EQUIPMENT UPGRADES

During the term of any Capacity Purchase Agreement, Services (or the designated
Subsidiary of 360) shall have the option to elect from time to time to increase
the capacity of all or any part of the Strands on the following terms:

      (a)   If Services desires that Urbanlink replace or upgrade its
            telecommunications equipment, or add additional telecommunications
            equipment, in order to increase the capacity available to Services
            or the designated Subsidiary of 360, then Services (or the
            designated Subsidiary of 360) shall provide notice in writing to
            Urbanlink specifying its request in reasonable detail.

      (b)   Within 15 days thereafter, representatives of 360 and Urbanlink
            shall meet to discuss such request, and shall negotiate reasonably
            and in good faith to reach mutual agreement on terms acceptable to
            both 360 and Urbanlink, acting reasonably, for payments and cost
            recovery, such terms to be consistent with the reasonable needs and
            requirements of Services, the designated Subsidiary of 360,
            Urbanlink, and the customers of Services and any designated
            Subsidiary of 360.

3.4   360 EQUIPMENT

For greater clarity, Services and any designated Subsidiaries of 360 may install
their own combiners, multiplexing equipment, racks and any other equipment that
is "exempt transmission apparatus" within the meaning of the TELECOMMUNICATIONS
ACT (Canada).


                                      -4-
<PAGE>

                                   ARTICLE 4
                  CO-LOCATION FACILITIES AND INTERCONNECTIONS

4.1   CO-LOCATION FACILITIES FOR SERVICES

During the term of any Capacity Purchase Agreement, from time to time at the
request of Services, Urbanlink shall grant to Services (or the designated
Subsidiary of 360) the right to co-locate the telecommunications equipment of
360 or any of the Subsidiaries of 360 or the customers of any of them on
premises owned or leased by Urbanlink, pursuant to the terms of a Co-Location
Agreement having terms to be agreed between 360 and Urbanlink, acting reasonably
and in good faith. The fees to be charged for such co-location facility shall be
the fair market value of the provision of such co-location services, as
determined by agreement between 360 and Urbanlink, acting reasonably.

4.2   CO-LOCATION FACILITIES FOR URBANLINK

During the term of any Capacity Purchase Agreement, from time to time at the
request of Urbanlink, Services shall grant, or 360 shall cause the relevant 360
Subsidiary to grant to Urbanlink the right to co-locate Urbanlink's
telecommunications equipment on premises owned or leased by 360, pursuant to the
terms of a Co-Location Agreement having terms to be agreed between 360 and
Urbanlink, acting reasonably and in good faith. The fees to be charged for such
co-location facility shall be the fair market value of the provision of such
co-location services, as determined by agreement between 360 and Urbanlink,
acting reasonably.

                                   ARTICLE 5
                                    PAYMENT

5.1   CAPACITY PURCHASE PRICE

For each Capacity Purchase Agreement and subject to adjustment as provided in
Section 2.4, Services (or the designated Subsidiary of 360) shall pay to
Urbanlink an amount (the "Specified Amount") agreed to between the parties per
Strand per route kilometer multiplied by the number of strand route kilometers,
payable in five equal instalments (for greater clarity, each instalment being
20% of such amount), the first instalment payable on the commencement of the
provision of capacity under the Capacity Purchase Agreement, and the remaining
payments to be paid on the first, second, third and fourth anniversary of the
date of commencement of the provision of capacity under the Capacity Purchase
Agreement.

                                   ARTICLE 6
                              TERM AND TERMINATION

6.1   TERM

The term of this Agreement will commence on the date of this Agreement and will
continue for 5 years (the "Initial Term").


                                      -5-
<PAGE>

6.2   RENEWAL TERMS

360 shall have the right to renew this Reseller Agreement for two Renewal Terms
of five years each, on the following terms:

      (a)   By notice in writing to Urbanlink given on or before the expiry of
            the Initial Term, 360 may elect to renew this Agreement for an
            additional term of five years commencing on the expiry of the
            Initial Term (the "First Renewal Term") on all the terms contained
            in this Agreement except for the payment amount per Strand per route
            kilometer specified in Section 5.1.

      (b)   By notice in writing to Urbanlink given on or before the expiry of
            the First Renewal Term, 360 may elect to renew this Agreement for an
            additional term of five years commencing on the expiry of the First
            Renewal Term (the "Second Renewal Term") on all the terms contained
            in this Agreement except for the payment amount per Strand per route
            kilometer specified in Section 5.1.

      (c)   The payment amount per Strand per route kilometer during a Renewal
            Term shall be the fair market value per Strand per route kilometer
            for the rights granted under this Reseller Agreement on the date of
            commencement of the Renewal Term, as determined by agreement between
            360 and Services or, failing agreement within three months after the
            commencement of the Renewal Term, as determined by arbitration
            pursuant to Section 7.1 of this Agreement.

6.3   SURVIVAL OF TERMS

Sections 3.1 to 5.1, 6.3, 7.1 to 7.18, the Capacity Purchase Agreements that are
executed during the Initial Term or any Renewal Term, and such other provisions
as may reasonably be expected to remain in force will survive the expiration or
termination of this Agreement and will remain in full force and effect following
such expiration or termination. The expiration or termination of this Agreement
will not affect the rights of any party to make a claim for damages arising from
a breach of any provision of this Agreement which occurred prior to such
expiration or termination.

                                   ARTICLE 7
                                    GENERAL

7.1   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.


                                      -6-
<PAGE>

7.2   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 7.1, 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.

7.3   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.

7.4   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.

7.5   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:

      (a)   To 360 or Services at:

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

            Attention:    Catherine McEachern
            Fax No.:      (604) 681-099
            Email:        catherine.mceachern@wwfiber.com

      (b)   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


                                      -7-
<PAGE>

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.

7.6   ASSIGNMENT

      (a)   This Agreement is not assignable by Urbanlink in whole or in part
            without the prior written consent of 360, such consent not to be
            unreasonably delayed. This Agreement is not assignable by 360 or
            Services without the prior written consent of Urbanlink, such
            consent not to be unreasonably delayed. 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.

      (b)   Notwithstanding the foregoing, the interests of any party may be
            assigned by such party to an Affiliate, provided that such Affiliate
            delivers to the other parties a written undertaking to be bound by
            the provisions of this Agreement in all respects and to the same
            extent as the assignor is bound and provided further that the
            assignor will continue to be bound by all the obligations hereunder
            as if such assignment had not occurred and shall perform such
            obligations to the extent that such Affiliate fails to do so.

      (c)   Notwithstanding the foregoing, the interests of a party under this
            Agreement (including, without limitation, in the case of Urbanlink,
            the right to receive any and all amounts payable to Urbanlink under
            this Agreement) may be assigned by such party by way of collateral
            security to a lender without the consent of the other parties,
            provided however that any such lender agrees in writing that:

            (i)   the rights and interest of the lender are subject to the
                  rights and interests of the parties other than the assignor
                  under this Agreement;

            (ii)  prior to realizing on such collateral security it will provide
                  notice to the other parties giving them the opportunity to
                  cure the default; and

            (iii) should such security be realized with the result that the
                  title or interest of the assignor, as the case may be, is
                  vested in an assignee, acquirer or other successor in title or
                  interest (including the lender if such is the case)
                  ("Successor"), then the lender will cause such Successor to
                  enter into a written agreement with the other parties to be
                  bound by the provisions of this Agreement in all respects and
                  to the same extent as the assignor was bound and this from the
                  date the title or interest is transferred and provided further
                  that the assignor will continue to be bound by all the
                  obligations under this Agreement as if such transfer of title
                  or interest had not occurred and will perform such obligations
                  to the extent that the Successor fails to do so.


                                      -8-
<PAGE>

7.7   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 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.

7.8   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.

7.9   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.

7.10  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.

7.11  ENTIRE AGREEMENT

This Agreement and any other documents and agreements to be delivered pursuant
to this Agreement supersede all previous invitations, proposals, letters,
correspondence, negotiations,


                                      -9-
<PAGE>

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.

7.12  AMENDMENTS

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

7.13  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.

7.14  CURRENCY

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

7.15  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.

7.16  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.

7.17  ACKNOWLEDGEMENT OF RECEIPT

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


                                      -10-
<PAGE>

7.18  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.]


                                      -11-
<PAGE>

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

360NETWORKS INC.                            WORLDWIDE FIBER NETWORKS
                                            SERVICES LTD.


Per:                                        Per:

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



WFI URBANLINK LTD.


Per:

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


                                      -12-
<PAGE>

                                  SCHEDULE "A"

                                PHASE I STRANDS

<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>


                                      -13-
<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>


                                      -14-
<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>


                                      -15-
<PAGE>

                                  SCHEDULE "B"

                                PHASE II STRANDS

<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

TAXCHEREAU 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 Central   6.0 to 0.8           CN         8.37        Orange       Rose     121-122    SMF-28
Station (Deux-Montagnes)

MONTREAL TO US BORDER                                                                            2 strands

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

</TABLE>


                                      -16-
<PAGE>

                                  SCHEDULE "C"

                          CAPACITY PURCHASE AGREEMENT


                                      -17-
<PAGE>

                                  SCHEDULE "C"

                             TO RESELLER AGREEMENT

                          CONFIDENTIAL AND PROPRIETARY















                          CAPACITY PURCHASE AGREEMENT

                                 BY AND BETWEEN

                     WORLDWIDE FIBER NETWORK SERVICES LTD.

                                      AND

                               WFI URBANLINK LTD.

                                    DATED: -

<PAGE>

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
ARTICLE 1 EXHIBITS; DEFINITIONS................................................1

ARTICLE 2 IRU..................................................................3

ARTICLE 3 PAYMENT..............................................................3

ARTICLE 4 ACCEPTANCE TESTING AND DELIVERY......................................4

ARTICLE 5 TERM.................................................................5

ARTICLE 6 INTERCONNECTION......................................................5

ARTICLE 7 MAINTENANCE AND REPAIR...............................................6

ARTICLE 8 USE OF THE CAPACITY 6

ARTICLE 9 INDEMNIFICATION......................................................7

ARTICLE 10 LIMITATION OF LIABILITY.............................................8

ARTICLE 11 INSURANCE...........................................................8

ARTICLE 12 NOTICES............................................................10

ARTICLE 13 CONFIDENTIALITY....................................................10

ARTICLE 14 DEFAULT............................................................11

ARTICLE 15 TERMINATION........................................................12

ARTICLE 16 FORCE MAJEURE EVENTS...............................................12

ARTICLE 17 DISPUTE RESOLUTION.................................................13

ARTICLE 18 ASSIGNMENT AND TRANSFER RESTRICTIONS...............................13

ARTICLE 19 REPRESENTATIONS AND DISCLAIMER OF WARRANTIES.......................15

ARTICLE 20 GENERAL............................................................15


                                      -i-
<PAGE>

                          CAPACITY PURCHASE AGREEMENT

THIS CAPACITY PURCHASE AGREEMENT (this "Agreement") is made and entered into as
of - (the "Effective Date"), by and between Worldwide Fiber Network Services,
Ltd., an Alberta corporation ("Customer"), and WFI Urbanlink Ltd., an Alberta
corporation ("Urbanlink").

                                    RECITALS

A.    Urbanlink, either directly or indirectly, is the holder of rights in, has
constructed or is constructing a fiber optic communications network, including
optronics and other facilities (the "Urbanlink System"), which connects the city
pairs identified in Exhibit A (the "Endpoints").

B.    Customer desires to obtain from Urbanlink certain telecommunications
capacity in the Urbanlink System on the terms and conditions set forth below.

Accordingly, in consideration of the mutual promises set forth in this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

                                   ARTICLE 1
                             EXHIBITS; DEFINITIONS

1.1   Exhibits. The following exhibits are attached hereto, incorporated herein
      and made a part of this Agreement by this reference:

      Exhibit A:     Endpoints
      Exhibit B:     Service Level Agreement

1.2   Definitions. As used in this Agreement, the capitalized terms listed in
      this Section 1.2 and derivatives thereof shall have the meanings
      respectively ascribed to them in this Section 1.2.

      (a)   "Acceptance Date" shall have the meaning set forth in Section 4.2.

      (b)   "Affiliate" shall have the meaning ascribed to it in the CANADA
            BUSINESS CORPORATION ACT, as amended.

      (c)   "Agreement" shall have the meaning set forth in the introductory
            paragraph.

      (d)   "Capacity" means a [linear/protected] dedicated telecommunications
            path with a bandwidth level of o between the Endpoints, provided by
            Urbanlink under the terms of this Agreement, which bandwidth shall
            be derived from a specific wavelength and specific fibers.

      (e)   "Completion Notice" shall have the meaning set forth in Section 4.1.

<PAGE>

      (f)   "Confidential Information" shall have the meaning set forth in
            Section 13.1.

      (g)   "Costs" means actual, direct costs paid or payable in accordance
            with the established accounting procedures generally used by
            Urbanlink and which Urbanlink utilizes in billing third parties for
            reimbursable projects, including without limitation the following:
            (i) internal labor costs, including wages, salaries and benefits,
            and overhead allocable to such labor costs equal to 15%, and (ii)
            other direct costs and out-of-pocket expenses on a pass-through
            basis (e.g., equipment, materials, supplies, contract services,
            etc.).

      (h)   "Delivery Date" shall have the meaning set forth in Exhibit B.

      (i)   "Dollars" or "$"means U.S. Dollars.

      (j)   "Effective Date" shall have the meaning set forth in the
            introductory paragraph to this Agreement.

      (k)   "Endpoints" shall have the meaning set forth in Recital A.

      (l)   "Force Majeure Events" shall have the meaning set forth in Article
            16.

      (m)   "Impositions" means all taxes, good and services taxes, sales taxes,
            fees, levies, imposts, duties, charges or withholdings of any nature
            (including, without limitation, ad valorem, real property, gross
            receipts, franchise, license and permit fees), together with any
            penalties, fines or interest thereon arising out of the transactions
            contemplated by this Agreement by any federal, provincial, state or
            local government or other public taxing authority.

      (n)   "Interest Rate" means the lower of (i) the highest rate permitted by
            law, or (ii) one and one-half percent (1.5%) per month (equivalent
            to 19.56% per annum).

      (o)   "IRU" shall have the meaning set forth in Section 2.1.

      (p)   "IRU Effective Date" shall have the meaning set forth in Section
            5.1.

      (q)   "O&M Fees" shall have the meaning set forth at Section 7.2.

      (r)   "Party" means each of Urbanlink and Customer and "Parties" shall
            mean Urbanlink and Customer.

      (s)   "Permitted Assignee" shall have the meaning set forth in Section
            18.2.

      (t)   "Person" means any individual, corporation, partnership, limited
            liability company, joint venture, association, joint-stock company,
            trust, unincorporated organization, government or any agency or
            political subdivision thereof or any other entity.

      (u)   "Purchase Price" shall have the meaning set forth at Section 3.1.


                                      -2-
<PAGE>

      (v)   "Service Level Agreement" shall have the meaning set forth at
            Section 4.1.

      (w)   "Term" shall have the meaning set forth at Section 5.1.

      (x)   "Urbanlink Account" means the following bank account of Urbanlink,
            which may be modified or changed by Urbanlink in writing from time
            to time:

            Account Name:
            Account Number:
            Bank Name:
            Reference:

      (y)   "Underlying Rights" means, with respect to particular end points,
            all licenses, leases, easements, rights-of-way, deeds, franchises,
            permits, authorizations, consents and approvals (including without
            limitation, any necessary local, provincial federal or First Nations
            authorizations and environmental permits) and other rights, titles,
            or interests as are necessary for the construction, installation,
            operation, maintenance or repair of the Urbanlink System between
            such end points.

      (z)   "Urbanlink System" shall have the meaning set forth in Recital A.

                                   ARTICLE 2
                                      IRU

2.1   As of the IRU Effective Date, Urbanlink shall deliver and provide to
      Customer and Customer shall receive from Urbanlink an exclusive and
      indefeasible right of use of the Capacity on the terms and conditions set
      forth in the Agreement (the "IRU").

2.2   Urbanlink represents and warrants that it possesses those certain rights
      to the Capacity necessary for Urbanlink to deliver the Capacity to
      Customer. Urbanlink shall keep the Capacity free from all claims, liens,
      encumbrances, rights or claims of any third party attributable to
      Urbanlink which have a material adverse effect on the right of Customer to
      use the Capacity as contemplated by this Agreement.

                                   ARTICLE 3
                                    PAYMENT

3.1   In consideration of the grant of the IRU hereunder by Urbanlink to
      Customer, Customer agrees to pay to Urbanlink a fee in the amount of $o
      (the "Purchase Price"). 20% of the Purchase Price is due and payable on
      each of (i) the date of the commencement of the provision of Capacity
      under this Agreement, (ii) the first anniversary of the date of the
      commencement of the provision of Capacity under this Agreement, (iii) the
      second anniversary of the commencement of the provision of Capacity under
      date of this Agreement, (iv) the third anniversary of the date of the
      commencement of the provision of Capacity under this Agreement, and (v)
      the fourth anniversary of the date of the commencement of the provision of
      Capacity under this Agreement.


                                      -3-
<PAGE>

3.2   All payments made by Customer hereunder in excess of $100,000 shall be
      made by wire transfer of immediately available funds to the Urbanlink
      Account. Payments of all other amounts by Customer hereunder may be made
      by wire transfer or by company check of immediately available funds
      payable to Urbanlink.

3.3   If Customer fails to make any payment under this Agreement when due, then,
      in addition to such sum and to any other rights and remedies that
      Urbanlink may have, Customer shall pay interest on such unpaid amount at
      the Interest Rate until such sum is paid in full and such interest shall
      accrue both before and after judgment. Notwithstanding the foregoing, no
      interest shall accrue on any payment that is disputed in good faith by
      Customer while such dispute is pending. If such dispute is later resolved
      in favor of Urbanlink, such amount shall bear interest at the Interest
      Rate from the date when due until paid.

3.4   In addition to the amounts payable under Section 3.1, Customer shall be
      responsible to pay directly or reimburse Urbanlink, as requested by
      Urbanlink, for all other sums, costs, fees and expenses that are required
      to be paid under this Agreement. Urbanlink will invoice Customer for all
      sums, costs, fees and expenses, owed by Customer to Urbanlink, and
      Customer shall pay such invoices within 30 days of the invoice date,
      except for the Purchase Price which shall be paid in accordance with
      Section 3.1.

3.5   All payments made by Customer under this Agreement shall be made without
      any deduction or withholding for or on account of any Imposition. If
      Customer is required by law to make any deduction or withholding from any
      payment due Urbanlink, then, notwithstanding anything to the contrary
      contained in this Agreement, the gross amount payable by Customer to
      Urbanlink shall be increased so that after any such deduction or
      withholding for such Impositions or any additional deduction or
      withholding on account of any Imposition caused by such additional
      gross-up payment, the net amount received by Urbanlink will not be less
      than what Urbanlink would have received had no deduction or withholding
      been required.

                                   ARTICLE 4
                        ACCEPTANCE TESTING AND DELIVERY

4.1   When Urbanlink has determined that the Capacity is operating substantially
      in conformity with the applicable service levels set forth in Exhibit B
      (the "Service Level Agreement"), Urbanlink shall promptly provide Customer
      written notice of the same (a "Completion Notice"). Each Completion Notice
      shall set forth the date upon which Urbanlink will commence delivery of
      the Capacity to Customer provided that all payments due under this
      Agreement have been paid in full.

4.2   Within ten (10) days of receipt of a Completion Notice, Customer shall
      provide Urbanlink a written notice accepting or rejecting the Capacity,
      specifying in reasonable detail, if rejected, the defect or failure in the
      Capacity. If Customer fails to notify Urbanlink of its acceptance or
      rejection of the Completion Notice within ten (10) days following
      Customer's receipt of the same, Customer shall be deemed to have accepted
      such Capacity. Any use of Capacity by Customer other than for testing
      purposes shall be


                                      -4-
<PAGE>

      deemed to constitute acceptance of the Capacity. The date of such notice
      of acceptance or deemed acceptance of the Capacity shall be the
      "Acceptance Date". In the event of any good-faith rejection by Customer,
      Urbanlink shall take such action as reasonably necessary, and as
      expeditiously as practicable, to correct or cure such defect or failure.
      Customer shall in no event be entitled to commence use of the Capacity
      until after Urbanlink has received payment in full.

4.3   Provided Urbanlink first obtains Customer's written consent, which consent
      may not be unreasonably withheld or delayed, Urbanlink may substitute,
      change or reconfigure the telecommunications equipment and facilities used
      in providing the Capacity as long as the quality and type of Capacity is
      not impaired or changed. In such event, the Parties shall work together in
      good faith to minimize any disruption of service in connection with such
      substitution, change or reconfiguration.

                                   ARTICLE 5
                                      TERM

5.1   The IRU shall become effective on the first day when both the Acceptance
      Date has occurred, and Urbanlink has received payment in full of the
      Purchase Price (the "IRU Effective Date") and the IRU shall extend until
      the expiry of the Underlying Rights in respect of that part of the
      Urbanlink System that contains the specific fibres on which the Capacity
      is being provided by Urbanlink under the terms of this Agreement (the
      "Term"); provided that if the Underlying Rights for the routes described
      on Exhibit A expire on different dates, the Term shall expire on the
      expiry on the last of such Underlying Rights to expire; and provided
      further that if the Underlying Rights expire for some routes described on
      Exhibit "A" prior to the expiry of the Term, the IRU shall then expire and
      terminate for such route and the rights of the Customer to use the
      Capacity in respect of such route shall cease.

5.2   At the expiration or other termination of this Agreement, the IRU shall
      immediately terminate, and all rights of Customer to use the Capacity
      shall cease. The expiration or termination of this Agreement shall not
      relieve Customer from any liabilities arising prior to such termination.

5.3   If at any time Customer, in its absolute discretion, determines not to
      retain the IRU, Customer shall have the right to abandon the IRU by
      written notice to Urbanlink. In the case of such abandonment, this
      Agreement shall terminate and Customer shall not be entitled to a refund
      of any of the consideration paid. Upon such termination, all fees, costs
      and other expenses with respect to this Agreement shall be immediately due
      and payable to Urbanlink by Customer.

                                   ARTICLE 6
                                INTERCONNECTION

6.1   To the extent technically feasible, as determined by Urbanlink and the
      Customer acting reasonably and in good faith, Urbanlink shall permit
      Customer to interconnect its communications system with the Capacity
      within Urbanlink's facilities or structures at


                                      -5-
<PAGE>

      the Endpoints or at such other location as may be agreed from time to
      time, acting reasonably. Urbanlink shall perform all work with respect to
      such interconnection as it relates to the Urbanlink System or any other
      facilities, equipment or structures of Urbanlink or its Affiliates.
      Customer shall pay Urbanlink for its Costs to perform such work plus a
      management fee equal to fifteen percent (15%) of such Costs within thirty
      (30) days of receiving an invoice therefor. Nothing contained in this
      Agreement shall obligate Customer to obtain or facilitate the provisioning
      of local access with respect to the Capacity.

                                   ARTICLE 7
                             MAINTENANCE AND REPAIR

7.1   From and after the IRU Effective Date, Urbanlink shall maintain the
      Capacity in good working order and in accordance with industry standards.

7.2   In consideration of the maintenance services, Customer shall pay Urbanlink
      the operations and maintenance fees (the "O&M Fees") with respect to the
      city pairs listed below (subject to adjustment as provided in Section 7.3)
      equal to a monthly amount determined by the Customer and Urbanlink, acting
      reasonably, each year as being a reasonable allocation of the costs of
      Urbanlink to operate, repair and maintain the Urbanlink System.

7.3   The O&M Fee shall be increased annually, beginning with the first
      anniversary of the Effective Date, by the increase, if any, in the
      Consumer Price Index - Canada - All Items ("CPI") published by Statistics
      Canada for the twelve (12) month period ending three months prior to such
      anniversary of the effective date. In the event that Statistics Canada no
      longer publishes the CPI, Customer and Urbanlink shall together, acting
      reasonably and in good faith, designate the statistical index they
      consider most appropriate for adjustments to a fee and, from the date the
      CPI ceased to be published, such index shall be used to make adjustments
      in a fee under this provision.

7.4   Customer shall have no right to physically access in any manner the
      Urbanlink System or any components thereof.

                                   ARTICLE 8
                              USE OF THE CAPACITY

8.1   Customer represents, warrants and covenants that it will use the Capacity
      in compliance with and subject to all applicable government codes,
      ordinances, laws, rules and regulations and will require its customers
      that purchase telecommunication services, circuits or capacity from the
      Customer or its Affiliates do the same. Customer shall not use its systems
      in a way that interferes in any way with or adversely affects the use of
      the Urbanlink System or any other Person using the Urbanlink System or
      Capacity thereon. The parties acknowledge that the Urbanlink System
      includes or will include other customers and participants, including
      without limitation other owners and users of telecommunication systems.


                                      -6-
<PAGE>

8.2   Notwithstanding anything to the contrary contained herein, Customer shall
      secure, prior to the IRU Effective Date, and maintain in full force and
      effect during the Term, any and all necessary consents, franchises or
      similar approvals from all governmental and other authorities which are
      necessary or required to be obtained by Customer for Urbanlink to grant
      the IRU to Customer and for the use and operation of the Capacity by
      Customer.

8.3   Subject to Article 18, Urbanlink shall have no right to sell, lease,
      transfer or use the Capacity or any portion thereof.

8.4   Customer and Urbanlink each agree to cooperate with and support the other
      in complying with any requirements applicable to their respective rights
      and obligations hereunder. Customer and Urbanlink shall promptly notify
      each other of any matters pertaining to, or the occurrence (or impending
      occurrence) of, any event which would be reasonably likely to give rise to
      any damage or impending damage to or loss of the Urbanlink System or
      Capacity that are known to such Party.

                                   ARTICLE 9
                                INDEMNIFICATION

9.1   Subject to the provisions of Articles 10 and 19, Urbanlink hereby agrees
      to indemnify, defend, protect and hold harmless Customer, its Affiliates
      and their employees, officers and directors, from and against, and assumes
      liability for:

      (a)   All suits, actions, damages or claims of any character (i) brought
            against Customer or its Affiliates because of any injuries or damage
            received or sustained by any persons or property which in whole or
            in part arise on account of the acts or negligent omissions of
            Urbanlink in the performance of construction or maintenance of the
            Urbanlink System or the provision of the Capacity or the performance
            of its obligations under this Agreement; and (ii) brought against
            Customer or its Affiliates under the workers compensation laws,
            except to the extent caused by the negligence or wilful misconduct
            of the parties indemnified hereunder.

9.2   Subject to the provisions of Article 10, Customer hereby agrees to
      indemnify, defend, protect and hold harmless Urbanlink, and its employees,
      officers and directors, from and against, and assumes liability for:

      (a)   All suits, actions, damages or claims of any character (i) brought
            against Urbanlink or its Affiliates because of any injuries or
            damage received or sustained by any persons or property which in
            whole or in part arise on account of the acts or negligent omissions
            of Customer in the performance of its obligations under this
            Agreement; (ii) brought against Urbanlink or its Affiliates under
            workers compensation laws, except to the extent caused by the
            negligence or wilful misconduct of the parties indemnified
            hereunder; and (iii) brought against Urbanlink or its Affiliates
            because of any damage arising out of or resulting from Customer's
            use of the Capacity and conduct of its business, including the
            content


                                      -7-
<PAGE>

            of any video, voice or data carried by Customer or its customers
            through or using the Capacity.

9.3   Nothing contained herein shall operate as a limitation on the right of
      either Party hereto to bring an action for damages against any third
      party, including indirect, special or consequential damages, based on any
      acts or negligent omissions of such third party as such acts or omissions
      may affect the construction, operation or use of the Capacity or the
      Urbanlink System; provided, however, that each Party hereto shall assign
      such rights or claims, execute such documents and do whatever else may be
      reasonably necessary to enable the other Party to pursue any such action
      against such third party.

                                   ARTICLE 10
                            LIMITATION OF LIABILITY

10.1  NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT TO
      THE EXTENT CAUSED BY ITS WILFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE
      TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR
      CONSEQUENTIAL COSTS, LIABILITIES OR DAMAGES, WHETHER FORESEEABLE OR NOT,
      ARISING OUT OF, OR IN CONNECTION WITH, SUCH PARTY'S PERFORMANCE OF ITS
      OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE RELATED TO THIS AGREEMENT.

10.2  Notwithstanding anything contained in this Agreement to the contrary, the
      Parties acknowledge and agree that on and after the Acceptance Date,
      Customer's sole rights and remedies with respect to any defect in or
      failure of the Capacity to perform in accordance with the Service Level
      Agreement shall be limited to the remedies set forth in the Service Level
      Agreement.

10.3  The Parties expressly agree that no claim for losses or damages whatsoever
      in connection with this Agreement shall be made more than two years after
      the date that the event giving rise to such claim is known or reasonably
      should have been known to the Party making such claim.

                                   ARTICLE 11
                                   INSURANCE

11.1  Throughout the term of the IRU, each Party shall procure and maintain in
      force, at its own expense:

      (a)   General Liability insurance with a minimum limit of $5,000,000,
            including coverage for contractual liability, non-owned auto
            liability, Owner's & Contractor's protective liability and products
            and completed operations liability. Such policy shall be written on
            an occurrence basis and shall contain a cross liability or
            severability of interest clause;

      (b)   Workers' Compensation insurance covering all employees engaged in
            the work in accordance with the statutory requirements of the
            county, state, province or


                                      -8-
<PAGE>

            territory or other governmental body having jurisdiction over such
            employees.

      (c)   Employers' Liability insurance with a minimum limit of $5,000,000,
            covering all employees engaged in the work;

      (d)   Automobile liability insurance with a minimum limit of $5,000,000,
            covering all motor vehicles owned, operated and/or licensed
            (including owned, leased, or hired units);

      (e)   "All Risks" Property insurance on a replacement cost basis, for
            damage to the system and associated property, with deductibles and
            limits in such amounts as would from time to time be carried by a
            prudent owner considering the property insured; and

      (f)   any other insurance coverages specifically required of such Party
            pursuant to right-of-way agreements with railroads or other third
            parties.

      (g)   Both parties shall require any contractors engaged in construction
            or maintenance of the system to maintain insurance in accordance
            with the provisions of this Article 11.1.

11.2  Both parties expressly acknowledge that a Party shall be deemed to be in
      compliance with the provisions of this Article if it maintains a
      self-insurance program providing for a retention of up to $1,000,000.
      Unless otherwise agreed, Customer's and Urbanlink's insurance policies
      shall be obtained and maintained with companies rated "A" or better by
      BEST'S KEY RATING GUIDE and each Party shall provide the other with an
      insurance certificate confirming compliance with this requirement for each
      policy providing such required coverage.

11.3  If either Party fails to obtain the required insurance or fails to obtain
      the required certificates from any contractor and a claim is made or
      suffered, such Party shall indemnify and hold harmless the other Party
      from any and all claims for which the required insurance would have
      provided coverage. Further, in the event of any such failure which
      continues after seven (7) days' written notice thereof by the other Party,
      such other Party may, but shall not be obligated to, obtain such insurance
      and will have the right to be reimbursed for the cost of such insurance by
      the Party failing to obtain such insurance.

11.4  In the event coverage is denied or reimbursement of a properly presented
      claim is disputed by the carrier for insurance provided above, the Party
      carrying such coverage shall make good-faith efforts to pursue such claim
      with its carrier.

11.5  Each party shall upon request from the other provide evidence of the
      insurances which it is obligated to maintain under clause 11.1. All
      insurance policies shall contain a provision that coverage cannot be
      cancelled or materially reduced until the insurer has provided at least 30
      days written notice to the non-insuring party.


                                      -9-
<PAGE>

11.6  Each party shall require all policies related to this contract be amended
      to include the other party as an additional named insured and shall
      require insurers to amend all such policies to include a waiver of
      subrogation in favor of the other party.

                                   ARTICLE 12
                                    NOTICES

12.1  All notices and other communications required or permitted under this
      Agreement shall be in writing and shall be given by hand delivery
      (including by means of a professional messenger service or overnight mail)
      addressed as follows:

      If to Customer:

              Worldwide Fiber Network Services Ltd.
              Suite 1510, 1066 West Hastings Street
              Vancouver, B.C.  V6E 3X1

              Attention:  Catherine McEachern


      If to Urbanlink:

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

              Attention:  William Ramsey

      Any such notice or other communication shall be deemed to be effective
      when actually received or refused. Either Party may by similar notice
      given change the address to which future notices or other communications
      shall be sent.

                                   ARTICLE 13
                                CONFIDENTIALITY

13.1  This Agreement and all materials, maps, and other documents which are
      marked confidential and disclosed by one Party to the other in fulfilling
      the provisions and intent of this Agreement, are and shall be confidential
      (the "Confidential Information"). Neither Party shall divulge or otherwise
      disclose the Confidential Information to any third party without the prior
      written consent of the other Party, except that either Party may make
      disclosure to those required for the implementation or performance of this
      Agreement, auditors, attorneys, financial advisors, lenders and
      prospective lenders, funding partners and prospective funding partners,
      provided that in each case the permitted recipient agrees in writing to be
      bound by the confidentiality provisions set forth in this section. In
      addition, either Party may make disclosure as required by a court order or
      as otherwise required by law or in any legal or arbitration proceeding
      relating to this Agreement. If either Party is required by law or by
      interrogatories, requests for information or documents, subpoena, civil
      investigative demand or similar process to


                                      -10-
<PAGE>

      disclose the Confidential Information, it will provide the other Party
      with prompt prior written notice of such request or requirement so that
      such Party may seek an appropriate protective order and/or waive
      compliance with this Section. The Party whose consent to disclose
      information is requested shall respond to such request, in writing, within
      five (5) working days of the request by either authorizing the disclosure
      or advising of its election to seek a protective order, or if such Party
      fails to respond within the prescribed period the disclosure shall be
      deemed approved.

13.2  Nothing herein shall be construed as granting any right or license under
      any copyrights, inventions, or patents now or hereafter owned or
      controlled by Urbanlink.

13.3  Upon termination of this Agreement for any reason or upon request of
      Urbanlink, Customer shall return all Confidential Information, together
      with any copies of same, to Customer. The requirements of confidentiality
      set forth herein shall survive the return of such Confidential
      Information.

13.4  Customer shall not, without first obtaining the written consent of
      Urbanlink, use any trademark or trade name of Urbanlink or refer to the
      subject matter of this Agreement or Urbanlink in any promotional activity
      or otherwise, nor disclose to others any specific information about the
      subject matter of this Agreement. Neither Party shall issue any
      publication or press release relating directly or indirectly to this
      Agreement without the prior written consent of both Parties.

13.5  The provisions of this Article shall survive expiration or other
      termination of this Agreement.

                                   ARTICLE 14
                                    DEFAULT

14.1  A default shall be deemed to have occurred under this Agreement if:

      (a)   in the case of a failure to pay any amount when due under this
            Agreement, a Party fails to pay such amount within ten (10) days
            after notice specifying such breach, or

      (b)   in the case of any other material breach of this Agreement, a Party
            fails to cure such material breach within thirty (30) days after
            notice specifying such breach, provided that if the breach is of a
            nature that cannot be cured within thirty (30) days, a default shall
            not have occurred so long as the breaching Party has commenced to
            cure within said time period and thereafter diligently pursues such
            cure to completion.

      (c)   either of the following occur (i) a Party makes a general assignment
            for the benefit of its creditors, files a voluntary petition in
            bankruptcy or any petition or answer seeking, consenting to, or
            acquiescing in reorganization, arrangement, adjustment, composition,
            liquidation, dissolution or similar relief; or (ii) an involuntary
            petition in bankruptcy, other insolvency protection against either
            Party is filed and not dismissed within one hundred twenty days
            (120) days.


                                      -11-
<PAGE>

14.2  If the default consists of a failure of Customer to pay to Urbanlink any
      part of the Purchase Price, Urbanlink may terminate any and all of its
      obligations under this Agreement, and apply any and all amounts previously
      paid by Customer hereunder toward the payment of any other amounts then or
      thereafter payable by Customer under this Agreement or suspend the
      provisioning of the Capacity hereunder. In the event of any other default
      under this Agreement the non-defaulting Party may avail itself of one or
      more of the following remedies: (a) take such actions as it determines, in
      its sole discretion, to correct the default; and (b) pursue any legal
      remedies it may have under applicable law or principles of equity,
      including specific performance.

14.3  A waiver by either Party at any time of any of its rights as to anything
      herein contained shall not be deemed to be a waiver of any breach of
      covenant or other matter subsequently occurring.

14.4  Notwithstanding anything contained in this Agreement to the contrary,
      Customer's sole and exclusive remedy for any failure by Urbanlink to
      deliver the Capacity in accordance with this Agreement shall be limited to
      those contained in the Service Level Agreement.

                                   ARTICLE 15
                                  TERMINATION

15.1  This Agreement shall automatically terminate on the expiration or
      termination of the Term, or earlier as provided in this Agreement. Upon
      the expiration of the Term or other termination of this Agreement, the IRU
      shall immediately terminate and all rights of Customer to use the Capacity
      shall cease, all such rights shall revert to Urbanlink, and Urbanlink
      shall owe Customer no further duties, obligations or consideration.
      Termination of this Agreement shall not affect the rights or obligations
      of either Party that have arisen before the date of termination or
      expiration.

                                   ARTICLE 16
                              FORCE MAJEURE EVENTS

16.1  Neither Party shall be in default under this Agreement if and to the
      extent that any failure or delay in such Party's performance of one or
      more of its obligations hereunder is caused by any of the following
      conditions, and such Party's performance of such obligation or obligations
      shall be excused and extended for and during the period of any such delay:
      act of God; fire; flood; fiber, cable, equipment or other material or
      component failures, shortages or unavailability or other delay in delivery
      not resulting from the responsible Party's failure to timely place orders
      therefor; lack of or delay in transportation; construction or permitting
      delays; government codes, ordinances, laws, rules, regulations or
      restrictions; war or civil disorder; strikes or other labor disputes;
      failure of a third party to grant or recognize a required property, right
      of way or license right; or any other cause beyond the reasonable control
      of such Party (collectively, "Force Majeure Events"). The Party claiming
      relief under this Article shall notify the other in writing of the
      existence of the event relied on and the cessation or termination of said
      event, and the Party claiming relief shall exercise reasonable commercial
      efforts to minimize the time of any such delay.


                                      -12-
<PAGE>

                                   ARTICLE 17
                               DISPUTE RESOLUTION

17.1  Application. The Parties will attempt to resolve any dispute arising out
      of this Agreement promptly through discussions at the operational level.
      In the event a resolution is not achieved, the disputing Party shall
      provide the other Party with written notice of the same and the Parties
      shall attempt to resolve such dispute between senior executives who have
      the authority to settle such dispute. If the Parties fail to resolve such
      dispute within thirty (30) days of the non-disputing Party's receipt of
      the written notice, either Party may seek arbitration as set forth below.

17.2  Arbitration. All disputes arising out of or in connection with this
      Agreement, or in respect of any defined legal relationship associated
      therewith or derived therefrom (including, without limitation, any claim,
      controversy or dispute, whether sounding in contract, statute, tort,
      fraud, misrepresentation or other legal theory, related directly or
      indirectly to this Agreement, and whenever brought and whether between the
      parties to this Agreement or between one of the parties to this Agreement
      and the employees, agents or affiliated businesses of the other Party),
      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. The number of
      arbitrators shall be one.

17.3  Discovery. There shall be no discovery other than the exchange of
      information that is provided to the arbitrator by the parties. Each Party
      shall bear its own costs and attorneys' fees, and the parties shall share
      equally the fees and expenses of the arbitrator. The arbitrator's decision
      and award shall be final and binding, and judgment on the award rendered
      by the arbitrator may be entered in any court having jurisdiction thereof.

17.4  Enforcement. If any Party files a judicial or administrative action
      asserting claims subject to arbitration as prescribed herein, and another
      Party successfully stays such action or compels arbitration of said
      claims, the Party filing said action shall pay the other Party's costs and
      expenses incurred in seeking such stay or compelling arbitration,
      including reasonable attorneys' fees.

                                   ARTICLE 18
                      ASSIGNMENT AND TRANSFER RESTRICTIONS

18.1  Except as provided in Section 18.2, Customer may not transfer or assign
      all or any part of its interest under this Agreement, or delegate any
      duties, burdens, or obligations arising hereunder, without Urbanlink's
      consent, which consent shall not be unreasonably withheld or delayed. A
      transfer or assignment in violation of this Article 18 shall constitute a
      material breach of this Agreement. If any such consent is given, Customer
      nevertheless shall remain fully and primarily liable for all obligations
      under this Agreement. Notwithstanding anything to the contrary contained
      in this Article 18,


                                      -13-
<PAGE>

      Customer may sell or lease any telecommunications circuits, capacity or
      other services comprising the Capacity to third parties.

18.2  Customer may assign this Agreement in whole, but not in part, to a
      Permitted Assignee. As used in this Section 18.2, the term "Permitted
      Assignee" shall mean (a) any Affiliate of Customer, (b) any Person that
      purchases all or substantially all of the assets of Customer, or any other
      Person formed by or surviving the merger or consolidation of Customer and
      any other person or (c) any institutional lender to whom this Agreement is
      assigned as collateral security for any indebtedness of Customer or any
      Affiliate of Customer, provided that such collateral assignment is subject
      to the terms of this Agreement. Upon any assignment to a Permitted
      Assignee, the assignor shall remain responsible for performance under this
      Agreement. Any Permitted Assignee pursuant to subparagraph (a) or (b)
      above shall expressly assume all obligations and liabilities with respect
      to the Agreement which arise after the effective date of assignment or
      transfer, prior to or upon the effectiveness of such assignment and, in
      the case of an assignment as provided in subparagraph (c) of this Section
      18.2, in the event the institutional lender exercises its rights with
      respect to this Agreement it shall expressly assume all obligations and
      liabilities with respect to the Agreement which arise thereafter.

18.3  Except as provided in Section 18.4, Urbanlink may not transfer or assign
      all or any part of its interest under this Agreement, or delegate any
      duties, burdens, or obligations arising hereunder, without Customer's
      consent, which consent shall not be unreasonably withheld or delayed. A
      transfer or assignment in violation of this Article 18 shall constitute a
      material breach of this Agreement. If any such consent is given, Urbanlink
      nevertheless shall remain fully and primarily liable for all obligations
      under this Agreement.

18.4  Urbanlink may assign this Agreement in whole, but not in part, to a
      Permitted Assignee. As used in this Section 18.4, the term "Permitted
      Assignee" shall mean (a) any Affiliate of Customer, (b) any Person that
      purchases all or substantially all of the assets of Urbanlink, or any
      other Person formed by or surviving the merger or consolidation of
      Urbanlink and any other person or (c) any institutional lender to whom
      this Agreement is assigned as collateral security for any indebtedness
      Urbanlink or any Affiliate of Urbanlink, provided that such collateral
      assignment is subject to the terms of this Agreement. Upon any assignment
      to a Permitted Assignee, the assignor shall remain responsible for
      performance under this Agreement. Any Permitted Assignee pursuant to
      subparagraph (a) or (b) above shall expressly assume all obligations and
      liabilities with respect to the Agreement which arise after the effective
      date of assignment or transfer, prior to or upon the effectiveness of such
      assignment and, in the case of an assignment as provided in subparagraph
      (c) of this Section 18.4, in the event the institutional lender exercises
      its rights with respect to this Agreement it shall expressly assume all
      obligations and liabilities with respect to the Agreement which arise
      thereafter.

18.5  This Agreement and each of the Parties' rights and obligations under this
      Agreement shall be binding upon and shall inure to the benefit of the
      Parties, hereto and each of their respective permitted successors and
      assigns.


                                      -14-
<PAGE>

                                   ARTICLE 19
                  REPRESENTATIONS AND DISCLAIMER OF WARRANTIES

19.1  By execution of this Agreement, each Party represents and warrants to the
      other:

      (a)   That the representing Party has full right and authority to enter
            into and perform this Agreement in accordance with the terms hereof
            and thereof, and that by entering into or performing this Agreement,
            the representing Party is not in violation of its charter or bylaws,
            or any law, regulation or agreement by which it is bound or to which
            it is subject;

      (b)   That the execution, delivery and performance of this Agreement by
            such Party has been duly authorized by all requisite corporate
            action, that the signatories for such Party hereto are authorized to
            sign this Agreement, and that the joinder or consent of any other
            Party, including a court or trustee or referee, is not necessary to
            make valid and effective the execution, delivery and performance of
            this Agreement by such Party.

19.2  EXCEPT AS SET FORTH IN THE SERVICE LEVEL AGREEMENT, Urbanlink MAKES NO
      WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE CAPACITY, THE URBANLINK
      SYSTEM, OR ANY WORK PERFORMED UNDER THIS AGREEMENT INCLUDING ANY AND ALL
      WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR USE,
      AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. THE WARRANTIES
      SET FORTH IN THIS AGREEMENT CONSTITUTE THE ONLY WARRANTIES MADE BY
      URBANLINK TO CUSTOMER WITH RESPECT TO THIS AGREEMENT AND ARE MADE IN LIEU
      OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED.

                                   ARTICLE 20
                                    GENERAL

20.1  Binding Effect. This Agreement and each of the Parties' respective rights
      and obligations under this Agreement, shall be binding on and shall inure
      to the benefit of the Parties hereto and each of their respective
      permitted successors and assigns.

20.2  Waiver. The failure of either Party hereto to enforce any of the
      provisions of this Agreement, or the waiver thereof in any instance, shall
      not be construed as a general waiver or relinquishment on its part of any
      such provision, but the same shall nevertheless be and remain in full
      force and effect.

20.3  Governing Law. This Agreement shall be governed by and construed in
      accordance with the laws of the Province of British Columbia and the
      federal law of Canada applicable therein, without giving effect to its
      principles of conflicts of laws. Subject to Article 17, any litigation
      based hereon, or arising out of or in connection with a default by either
      Party in the performance of its obligations hereunder, shall be brought
      and maintained exclusively in the courts of the Province of British
      Columbia, in Vancouver, British Columbia, and each Party hereby
      irrevocably submits to the jurisdiction of such courts


                                      -15-
<PAGE>

      for the purpose of any such litigation and irrevocably agrees to be bound
      by any judgment rendered thereby in connection with such litigation.

20.4  Rules of Construction. The captions or headings in this Agreement are
      strictly for convenience and shall not be considered in interpreting this
      Agreement or as amplifying or limiting any of its content. Words in this
      Agreement which import the singular connotation shall be interpreted as
      plural, and words which import the plural connotation shall be interpreted
      as singular, as the identity of the parties or objects referred to may
      require.

      (a)   Unless expressly defined herein, words having well known technical
            or trade meanings shall be so construed. All listing of items shall
            not be taken to be exclusive, but shall include other items, whether
            similar or dissimilar to those listed, as the context reasonably
            requires.

      (b)   Except as set forth to the contrary herein, any right or remedy of
            Customer or Urbanlink shall be cumulative and without prejudice to
            any other right or remedy, whether contained herein or not.

      (c)   Nothing in this Agreement is intended to provide any legal rights to
            anyone not an executing party of this Agreement.

      (d)   This Agreement has been fully negotiated between and jointly drafted
            by the Parties.

      (e)   All actions, activities, consents, approvals and other undertakings
            of the Parties shall be performed in a reasonable and timely manner,
            it being expressly acknowledged and understood that time is of the
            essence in the performance of obligations required to be performed
            by a date expressly specified herein. Except as specifically set
            forth herein, for the purpose of this Agreement the standards and
            practices of performance within the telecommunications industry in
            the relevant market shall be the measure of a Party's performance.

20.5  Entire Agreement. This Agreement constitutes the entire and final
      agreement and understanding between the Parties with respect to the
      subject matter hereof and supersedes all prior agreements relating to the
      subject matter hereof, which are of no further force or effect. The
      Exhibits and Attachment referred to herein are integral parts hereof and
      are hereby made a part of this Agreement. To the extent that any of the
      provisions of any Exhibit hereto are inconsistent with the express terms
      of this Agreement, the terms of this Agreement shall prevail. This
      Agreement may only be modified or supplemented by an instrument in writing
      executed by each Party and delivered to the Party relying on the writing.

20.6  No Personal Liability. Each action or claim against any Party arising
      under or relating to this Agreement shall be made only against such Party
      as a corporation, and any liability relating thereto shall be enforceable
      only against the corporate assets of such Party. No Party shall seek to
      pierce the corporate veil or otherwise seek to impose any liability
      relating to, or arising from, this Agreement against any shareholder,
      employee, officer or


                                      -16-
<PAGE>

      director of the other Party. Each of such persons is an intended
      beneficiary of the mutual promises set forth in this Article and shall be
      entitled to enforce the obligations of this Article.

20.7  Relationship of the Parties. The relationship between Customer and
      Urbanlink shall not be that of partners, agents, or joint venturers for
      one another, and nothing contained in this Agreement shall be deemed to
      constitute a partnership or agency agreement between them for any
      purposes, including, but not limited to federal income tax purposes.
      Customer and Urbanlink, in performing any of their obligations hereunder,
      shall be independent contractors or independent parties and shall
      discharge their contractual obligations at their own risk subject,
      however, to the terms and conditions hereof.

20.8  Severability. If any term, covenant or condition contained herein is, to
      any extent, held invalid or unenforceable in any respect under the laws
      governing this Agreement, the remainder of this Agreement shall not be
      affected thereby, and each term, covenant or condition of this Agreement
      shall be valid and enforceable to the fullest extent permitted by law.

20.9  Legal Fees. If either Party commences an action against the other Party
      arising out of or related to this Agreement, the prevailing Party in such
      litigation shall be entitled to reasonable legal fees and costs in
      addition to such other relief as may be awarded.

20.10 Counterparts. This Agreement may be executed in one or more counterparts,
      all of which taken together shall constitute one and the same instrument.

20.11 Title to Equipment; Infrastructure. This Agreement shall not in any way
      convey title or any interest in the infrastructure, systems, equipment,
      facilities or other property of Urbanlink (or its Affiliates) utilized in
      connection with the provision of Capacity to Customer.



                     [THE NEXT PAGE IS THE EXECUTION PAGE.]


                                      -17-
<PAGE>

In confirmation of their consent and agreement to the terms and conditions
contained in this Agreement and intending to be legally bound hereby, the
parties have executed this Agreement as of the date first above written.

WORLDWIDE FIBER NETWORK SERVICES LTD.

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

WFI URBANLINK LTD.

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


                                      -18-
<PAGE>

                                   EXHIBIT A

                               Capacity Endpoints





City Pairs/Endpoints   Endpoint Addresses   Agreed Upon Mileage   Purchase Price

<PAGE>

                                   EXHIBIT B

                            Service Level Agreement



       As agreed to from time to time between Urbanlink and the Customer.