<PAGE>

                                                                 EXHIBIT 4.20


                          CONFIDENTIAL AND PROPRIETARY















                AMENDED AND RESTATED CAPACITY PURCHASE AGREEMENT

                                 BY AND BETWEEN

                            360NETWORKS SERVICES LTD.

                                       AND

                               WFI URBANLINK LTD.

                            DATED: September 29, 2000















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                                TABLE OF CONTENTS

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                                                                                                            PAGE

ARTICLE 1 EXHIBITS; DEFINITIONS.................................................................................1

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

ARTICLE 3 PAYMENT...............................................................................................4

ARTICLE 4 ACCEPTANCE TESTING AND DELIVERY.......................................................................5

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

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

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

ARTICLE 8 USE OF THE CAPACITY...................................................................................7

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

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

ARTICLE 11 INSURANCE............................................................................................9

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

ARTICLE 13 CONFIDENTIALITY.....................................................................................11

ARTICLE 14 DEFAULT.............................................................................................12

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

ARTICLE 16 FORCE MAJEURE EVENTS................................................................................13

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

ARTICLE 18 ASSIGNMENT AND TRANSFER RESTRICTIONS................................................................14

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

ARTICLE 20 GENERAL.............................................................................................16
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                AMENDED AND RESTATED CAPACITY PURCHASE AGREEMENT

THIS AMENDED AND RESTATED CAPACITY PURCHASE AGREEMENT (this "Agreement") is made
and entered into as of the 29th day of September 2000 (the "Effective Date"), by
and between 360networks 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 and Urbanlink entered into a Capacity Purchase Agreement (the
"Capacity Purchase Agreement") to record their respective rights and obligations
relating to the provision by Urbanlink to Customer of certain telecommunications
capacity in the Urbanlink System.

C. Customer and Urbanlink wish to amend and restate the Capacity Purchase
Agreement in its entirety by executing this Agreement.

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.


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         (d)      "Capacity" means a linear dedicated telecommunications path
                  with a bandwidth level of such capacity as may be ordered from
                  time to time by the Customer under Section 2.1, between the
                  Endpoints described in such notice, which bandwidth shall be
                  derived from a specific wavelength and specific fibers, or
                  such greater capacity as may result from the replacement or
                  upgrading of telecommunications equipment.

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

         (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 2.2.

         (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.


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         (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.

         (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      From time to time, by notice in writing from Services to Urbanlink,
         Services may order Capacity on the System in such units of capacity and
         between such Endpoints as Services may determine, acting reasonably.
         The notice shall specify the IRU Effective Date for such Capacity that
         is desired by Services, and Urbanlink shall use commercially reasonable
         efforts to provision the System to provide the Capacity by the
         requested date. For greater clarity and the avoidance of doubt,
         Services is not permitted to order Capacity that would, together with
         other Capacity provided by Urbanlink to Services, exceed the capacity
         that could reasonably be provided on the System at the time of the
         order or with telecommunications equipment that would be available
         prior to the requested IRU Effective Date.

2.2      For each order of Capacity under Section 2.1, as of the IRU Effective
         Date, Urbanlink shall deliver and provide to Customer and Customer
         shall receive from Urbanlink an


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         exclusive and indefeasible right of use of the Capacity on the terms
         and conditions set forth in the Agreement (the "IRU").

2.3      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, for each order of Capacity Customer agrees to pay to
         Urbanlink on the applicable Acceptance Date a fee in an amount (the
         "Specified Amount") as agreed between the Customer and Urbanlink per
         capacity per route kilometer multiplied by the number of capacity route
         kilometers (the "Purchase Price").

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


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         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 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.


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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 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


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         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.

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


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                  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 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.


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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 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.


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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.

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:

                  360networks services ltd.
                  Suite 1500, 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:  Ray Hazlett


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         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 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.


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                                   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.

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


                                     - 12 -
<PAGE>


         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.

                                   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.


                                     - 13 -
<PAGE>


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, 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.


                                     - 14 -
<PAGE>


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.

                                   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.


                                     - 15 -
<PAGE>


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 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.


                                     - 16 -
<PAGE>


         (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 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


                                     - 17 -
<PAGE>


         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.

20.12    Amended and Restated Agreement. This Agreement is an amended and
         restated version of the original Capacity Purchase Agreement dated as
         of April 17, 2000 and made between the undersigned parties. The parties
         acknowledge and agree that the original Capacity Purchase Agreement is
         superseded by the terms of this Amended and Restated Capacity Purchase
         Agreement, with effect to the greatest extent possible as if this
         Amended and Restated Capacity Purchase Agreement had been executed and
         had taken effect as of April 17, 2000.

                     [THE NEXT PAGE IS THE EXECUTION PAGE.]


                                     - 18 -
<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.

360NETWORKS SERVICES LTD.

By: Signed___________________________

Name: _______________________________

Title: ______________________________


WFI URBANLINK LTD.

By: Signed___________________________

Name: _______________________________

Title: ______________________________



                                     - 19 -