<PAGE>   1
                                                                   Exhibit 10.10

LES SERVICES D'AFFAIRES TELEGLOBE
TELEGLOBE BUSINESS SERVICES

                                                                       TELEGLOBE

Mr. Wilson Lee
Media Synergy Inc.
260 King Street East, Building C
Toronto, Ontario
M5A 1K3

July 7, 1999

Dear Mr. Lee,

Thank you for your request for quotation. Teleglobe Communications Services Inc.
("Teleglobe") is pleased to offer Media Synergy Inc. (the "Customer") the
services herein (collectively the "Globeinternet Service"). Please acknowledge
your acceptance of the content of this quotation (the "Quotation") and
Globeinternet Terms and Conditions attached hereto by signing and initializing
where indicated and returning them by fax to my attention at Teleglobe at (514)
868-7622. The fax transmission is for order confirmation only. Two copies of
this Quotation together with the Globeinternet Terms and Conditions have been
sent to you by post mail for signature. We will also be contacting you shortly
to confirm your ready for service date as well as to finalize the technical
details. Here below is the quotation:

         GLOBEINTERNET SALES QUOTATION FOR DEDICATED INTERNET ACCESS

         -        dedicated access to the global commercial Internet

         -        one hour of set-up support and procedural assistance

         -        secondary and / or primary DNS service

         -        non-portable IP address numbers as immediately required and
                  justified under current ARIN policy

         -        24x7 customer support with 800 support line

         -        access to Usenet hierarchies: can, comp, misc, news, rec, sci,
                  soc, talk and your regional hierarchy

         -        Teleglobe's router is located at: 825 Milner Avenue,
                  Scarborough, Ontario

         -        The customer's router is located at: 825 Milner Avenue,
                  Scarborough, Ontario

The current prices of the Globeinternet Services and related hardware are as
follows:


<TABLE>
<CAPTION>
ITEM          DESCRIPTION                                 QUANTITY        UNIT PRICE       PRICE/MONTH
<S>           <C>                                         <C>             <C>              <C>
1             Burstable 100 Mbps Internet Link            1                                Minimum $11,700.00*
2             Burstable 100 Mbps installation             1               $6000.00
3             10" X 11" sq. ft. co- location space        1               $35 sq. ft.      $3850.00
4             Additional co-location space                                $25 sq. ft
</TABLE>

* Please refer to Burstable 100 Mbps Internet Access pricing annex for complete
rate sheet.

The term for the Globeinternet Service is 12 months from the Service Date. All
dedicated access charges are billed one month in advance. The first invoice is
sent upon receipt of this Quotation signed by the Customer. Payment for all
router products and peripherals must be made in advance of shipment. All
applicable taxes are extra. Other terms and conditions of payment are as set
forth in the Globeinternet Terms and


                                                                    Page 1 of 10
<PAGE>   2
Conditions. This Quotation is subject to credit approval. Offer is valid for 30
days from the date of submission, and contingent upon a signed contract within
10 days thereafter and provisioning within 60 days after contract execution.

The Customer and Teleglobe hereby agree to be bound by all the terms and
conditions of this Quotation (including the attached Globeinternet Terms and
Conditions) by signing in the space provided below and initialing each page of
the attached Globeinternet Terms and Conditions. The Quotation (including
Globeinternet Terms and Conditions) are collectively hereinafter referred to as
the "Agreement".


TELEGLOBE COMMUNICATIONS SERVICES INC.               MEDIA SYNERGY INC.
Signature /s/ Richard Gendron                      Signature /s/ Wilson Lee

Name of the authorized                             Name of the authorized
  signatory Richard Gendron                            signatory Wilson Lee
Title Vice President, Sales & Marketing            Title COO

    Teleglobe Business Services                    Date  Aug. 6, 1999
    Teleglobe Communication Services Inc.

Date


                                                                    Page 2 of 10
<PAGE>   3
                                                                       TELEGLOBE


                   100Mb ETHERNET - BURSTABLE INTERNET ACCESS

GLOBEINTERNET STANDARD RATE SCHEDULE

For port-only, local burstable 100Mb Ethernet Internet access in Montreal,
Toronto and Vancouver:


                   100Mb Ethernet - Burstable Internet Access

<TABLE>
<CAPTION>
      Bandwidth Range               Installation           Price per Mbps
<S>                                 <C>                    <C>
     0 - 10 Mbps                        $6000                     $1,170
     11 - 25 Mbps                       $6000                     $1,080
     26 - 45 Mbps                       $6000                     $1,020
     46 - 60 Mbps                       $6000                      $975
     61 - 80 Mbps                       $6000                      $940
     81 - 100 Mbps                      $6000                      $900
</TABLE>


Notes:

1.       Prices are for a one year commitment.

2.       This pricing supersedes any previous standard pricing.

3.       Minimum monthly charge of $11,700.00 applies (0-10Mbps).

4.       The above pricing includes Internet access port only. Local access
         circuit and CSU/DSU are not included in the above pricing.

5.       Teleglobe's Burstable Option for Globeinternet access uses the
         "sustained usage" formula to determine the monthly access rate. At the
         end of each month of service, based on samples taken every 5 minutes,
         these samples are placed in ascending order and the 95th percentile is
         taken as the "sustained usage rate". For example, if the sustained
         usage rate for a given month is 6.0 Mbps (at the 95th percentile), the
         monthly price for that month is $11,700.00 per the rate chart above.


                           Customer initials:  /s/WL
                                               -----

                                                                    Page 3 of 10
<PAGE>   4
                       GLOBEINTERNET TERMS AND CONDITIONS

1.       DESCRIPTION OF SERVICE. The Services shall consist of the provision by
         TELEGLOBE of TCP/IP connectivity to the Internet, on a dedicated access
         basis world wide from TELEGLOBE's Internet router identified in the
         Quotation (the "Router"), using a local loop circuit between the
         Customer's premises and the Router, at the Kbps or Mbps speed specified
         in the Quotation. The Service will be generally available twenty- four
         (24) hours a day, seven (7) days a week from the date of completion of
         connection to the Router to provide connectivity to the Internet, the
         completion of which shall be confirmed by TELEGLOBE in writing to the
         Customer (the "Service Date"). The point of Interconnection with the
         Customer shall be the Customer's interconnection location identified by
         the Customer in the Quotation.

2.       LOCAL LOOP FACILITIES. TELEGLOBE shall be responsible for ordering the
         local loop between the Customer's premises and the Router and will
         charge it back to the Customer.

3.       DURATION. The Agreement shall enter into effect on the date of
         acceptance by TELEGLOBE of the Quotation, such acceptance being
         conditional upon credit acceptance by TELEGLOBE, and shall continue in
         effect for the duration of the term set forth in the Quotation (the
         "Initial Term"). It shall be renewed thereafter for the equivalent of
         the Initial Term unless and until terminated by either party giving the
         other not less than thirty (30) day notice in writing prior to the
         expiration of the Initial Term or any renewal thereof. The Initial Term
         shall commence on the Service Date.

4.       PRICING AND BILLING

         4.1 In consideration for TELEGLOBE providing the Service to the
         Customer, the Customer shall pay TELEGLOBE the monthly and one-time
         charges set forth in the Quotation (hereinafter collectively referred
         to as the "Charges"). The Charges are expressed in Canadian currency
         and all payments shall be made in Canadian dollars.

         4.2 TELEGLOBE shall render monthly Invoices to the Customer. Any
         invoiced amount shall be due and payable within thirty (30) days of the
         invoice's date. TELEGLOBE shall not be responsible for any fraudulent
         or unauthorized use of the Service.

         4.3 In the event that the Customer disputes any invoiced amount, the
         Customer shall provide TELEGLOBE with a reasonably detailed written
         statement on or before the date when payment is due. If the amount in
         dispute represents less than 5% of the total invoiced amount (excluding
         any applicable tax), the total invoiced amount shall be payable on the
         due date, as per the provisions of Article 4.2 herein. If the amount in
         dispute represents 5% or more of the total invoiced amount (excluding
         any applicable tax), the amount in dispute may be withheld by the
         Customer until the dispute is resolved whereas the non-disputed amount
         shall be payable on the due date, as per the provisions of Article 4.2
         herein. The Customer and TELEGLOBE shall use their respective
         commercially reasonable efforts to resolve any dispute as expeditiously
         as possible and upon mutual agreement, an adjustment will be made on a
         subsequent invoice (either a credit shall be issued by TELEGLOBE or the
         withheld amount shall be paid by the Customer, along with interest as
         set forth below).

         4.4 All amounts due to TELEGLOBE by the Customer that are not paid when
         due shall accrue extended payment interest, to the extent permitted by
         applicable laws, at a fixed rate per annum equal to the National Bank
         of Canada's publicly announced rate for ninety (90) day commercial
         loans in Montreal in effect on the day following the due date, plus 2%.
         Such extended payment interest shall accrue from the day following the
         due date up to and including the date such payments is received by
         TELEGLOBE, and such amount will be included in a subsequent invoice to
         the Customer making late payment.

         4.5 If the Agreement is terminated for any reason, the Customer shall
         remain liable to pay invoices for payments arising under the Agreement
         covering the period ending on the effective date of termination.

         4.6 TELEGLOBE reserves the right at any time to require the Customer to
         issue a deposit, irrevocable letter of credit or other form of security
         acceptable to TELEGLOBE if the Customer's financial circumstances or
         payment history is or becomes unacceptable to TELEGLOBE. Upon
         TELEGLOBE's written request for a security, the Customer shall have
         three (3) business days to provide or implement such security and if
         the Customer fails to comply with such request within said period,
         TELEGLOBE shall be authorized to immediately suspend the Service and/or
         terminate this Agreement without further notice or demand.

         4.7 All charges due hereunder are exclusive of all applicable taxes,
         including sales taxes and product and services taxes and any other
         similar taxes imposed by any authority, government or government agency
         (except income

                            Please initial:  /s/WL
                                             -----

                                                                    Page 4 of 10
<PAGE>   5
         tax attributable to TELEGLOBE), all of which shall be paid promptly by
         the Customer.

5.       FACILITIES

         5.1 TELEGLOBE shall use commercially reasonable efforts to maintain, or
         cause to be maintained, TELEGLOBE's facilities in sufficient working
         order to provide the Service to be furnished hereunder. Subject to the
         foregoing, the Service is provided exclusive of any warranties, express
         or implied, including warranties of merchantability or fitness for a
         particular purpose or warranty of uninterrupted service, all of which
         TELEGLOBE hereby specifically disclaims.

         5.2 TELEGLOBE's subcontractors, agents and employees may, at reasonable
         hours, enter premises on which Service is or is to be provided to
         install, inspect, repair and remove its facilities, to inspect and
         perform necessary maintenance in cases of network-affecting disruptions
         involving Customer-provided facilities. TELEGLOBE will provide the
         Customer with a reasonable advance notice when circumstances allow.

6.       EQUIPMENT

         6.1 TELEGLOBE may provide the Customer with such equipment (the
         "Equipment") to provide the Customer access to the Service at the
         Customer's premises. The Equipment shall be supplied and installed by
         TELEGLOBE or TELEGLOBE's subcontractors or agents. The Equipment shall
         be maintained and repaired only by Teleglobe or TELEGLOBE's
         subcontractors or agents.

         6.2 The Customer acknowledges that TELEGLOBE is the owner of all right,
         title and interest in the Equipment, or has obtained the right to make
         the Equipment available for use by the Customer from a third party. The
         Equipment will at all times remain the property of TELEGLOBE or such
         third party, as the case may be, regardless of the manner in which it
         is installed in or attached at the Customer's premises. The Customer
         shall be responsible for any loss or damage caused to the Equipment
         from any cause whatsoever, unless such loss or damage is due to the
         negligence of TELEGLOBE.

         6.3 The Customer shall not without TELEGLOBE's prior written consent,
         make any alteration, addition or correction to the Equipment, connect
         any of Customer's equipment to the Equipment, or permit access to the
         Equipment by any person not approved by TELEGLOBE.

         6.4 The Customer shall purchase all risk insurance coverage sufficient
         to protect the Equipment. The Customer shall name TELEGLOBE as an
         additional insured on any policy or policies obtained with respect to
         the Equipment and provide TELEGLOBE with a copy of such policies upon
         TELEGLOBE's request. Such insurance policy shall contain endorsements
         waiving any right of subrogation to any claim against TELEGLOBE and
         requiring thirty (30) days written notice from the insurer to TELEGLOBE
         before cancellation of or any change in such policy.

         6.5 TELEGLOBE's subcontractors, agents or employees may, at reasonable
         hours, enter the Customer's premises, to install, inspect, repair and
         remove the Equipment.

7.       LIMITATION OF LIABILITY

         7.1 Except as specifically provided hereunder, TELEGLOBE, its
         directors, officers, employees or agents, shall not be liable to the
         Customer for any loss or damage incurred by reason of or incidental to
         any delay in or interruption of the Service for any reason, or for any
         failure in or breakdown of facilities associated with the Service
         provided hereunder, whether those facilities are TELEGLOBE's facilities
         or those of any third party, or for any mistakes, omissions, delays,
         errors or defects in transmission occurring in the course of furnishing
         the Service.

         7.2 In no event will either party be liable to the other party for any
         indirect, special, incidental, or consequential losses or damages,
         including, without limitation, loss of revenue, loss of customers or
         clients, loss of goodwill or loss of profits, arising in any manner
         from this Agreement or the performance or non-performance of its
         obligations hereunder.

         7.3 The Customer agrees to Indemnify and to save TELEGLOBE, its
         directors, officers, employees and agents harmless from and against all
         claims arising from any deliberate or negligent acts or fault of, or
         improper or unlawful use of the Service by the Customer or those
         authorized by the Customer, which cause loss or damage to TELEGLOBE's
         equipment or property, or death or injury to personnel, or interfere
         with, or degrade facilities provided by TELEGLOBE, or disrupt the
         operation thereof.

         7.4 It is acknowledged by the Customer that TELEGLOBE does not operate
         or control the Internet in any way whatsoever, and that all
         merchandise, information, content and services offered or made
         available or accessible on the Internet are offered or made available
         or accessible by third parties with whom the Customer shall

                            Please initial:  /s/WL
                                             -----

                                                                    Page 5 of 10
<PAGE>   6
         contact directly for such services. Consequently, TELEGLOBE offers no
         warranty, whether express or implied, and makes no representation with
         regard to any merchandise, information and services offered or made
         available or accessible on the Internet and TELEGLOBE shall not be
         liable for Customer's reliance on or use of such merchandise,
         information, content and services offered or make available or
         accessible on the Internet.

         7.5 TELEGLOBE does not restrict access to any destinations within the
         Internet network; however, Customer acknowledges that other Internet
         service providers may, from time to time, filter or restrict access to
         other destinations within the Internet network, and Customer agrees
         that TELEGLOBE shall have no liability for any such actions by such
         third party Internet service providers.

         7.6 In no event shall TELEGLOBE be liable for any loss, expense or
         damage (including without limitation, direct, indirect, and
         consequential damages) sustained by Customer in using the Service or in
         accessing the Internet.

8.       CUSTOMER'S USE

         8.1 The Customer undertakes to TELEGLOBE that the Service shall be used
         by it in a lawful and responsible manner.

         8.2 The customer undertakes to supply TELEGLOBE with all relevant
         technical information or specifications to enable the Service to be
         appropriately configured. The Customer further undertakes that the
         Service shall be utilized in such a way as to avoid any reduction in
         the overall performance of the Service or the causing of any
         interruption or interference with any other transmissions through or
         via the Service.

         8.3 TELEGLOBE reserves the right to cancel and/or temporarily suspend
         the Service if: (i) TELEGLOBE detects fraud problems on its network
         warranting the cancellation or interruption of the Service; or (ii) the
         Customer is engaging in activities which may potentially or actually
         cause disruption or damage to TELEGLOBE's network. TELEGLOBE shall use
         commercially reasonable efforts to provide the Customer with advance
         notice of such cancellation or interruption and in any case shall
         endeavor to provide written confirmation of such action within a
         reasonable time thereafter.

         8.4 The Customer shall be responsible for providing, at its own
         expense, the facilities located within its premises, at the entire
         exoneration of TELEGLOBE. Without limiting the generality of the
         foregoing, the Customer shall be solely responsible for the
         installation, operation and maintenance of any equipment or software
         required to access Internet.

         8.5 The Customer shall not use the Service for the purpose of resale.

9.       TERMINATION

         9.1 Without prejudice to any other rights of the parties hereunder,
         this Agreement may be terminated by the non defaulting party in
         accordance with applicable provisions hereof and/or on the occurrence
         of any of the following events; (i) Material breach of this Agreement
         (other than the default of payment by the Customer) after written
         notice thereof and failure of the breaching party to cure such breach
         within thirty (30) days of receipt of such notice; (ii) A final
         determination by any government entity having jurisdiction over the
         Service provided under the Agreement that the relationship of the
         parties and/or the Service provided hereunder are contrary to the then
         existing laws; or (iii) The adjudication of bankruptcy of either party
         under any bankruptcy or insolvency act, or the appointment of a
         receiver or any act or action constituting a general assignment by a
         party of its properties and interest for the benefit of its creditors.

         9.2 TELEGLOBE, without prejudice to its other rights hereunder or at
         law, may terminate this Agreement forthwith on duly notifying the
         Customer to that effect in the event that the Customer fails to make
         payment punctually by the due date.

10.      ADVERTISING OR INFORMATION RELEASE AND CONFIDENTIALITY. Neither party
         shall disclose the existence of this Agreement or any related facts to
         any third party without the prior written consent to the other party.
         Each party shall maintain the confidentiality of all information or
         data of any nature ("Information") provided to it by the other party
         hereto for a period of two (2) years from the date of disclosure of the
         Information provided the Information contains a conspicuous marking
         identifying it as "Confidential" or "Proprietary". Each party shall use
         the same efforts (but in no case less than reasonable efforts) to
         protect Information it receives hereunder as it accords to its own
         Information. Despite any indication thereon, the above requirements
         shall not apply to information which (a) is already known to the
         receiving party at the time that it is disclosed; (b) is or becomes
         publicly known through no wrongful act of the receiving party; (c) is


                            Please initial:  /s/WL
                                             -----

                                                                    Page 6 of 10
<PAGE>   7
         rightfully received from a third party without restriction on
         disclosure and without breach of this clause 10; (d) is independently
         developed by the receiving party; (e) is approved for release by
         written authorization of the disclosing party; (f) is furnished by the
         disclosing party to a third party without a similar restriction on
         disclosure. This clause 10 shall not prevent any disclosure of
         Information pursuant to a lawful order of court or agency with proper
         jurisdiction, provided that prior to making such disclosure, the
         receiving party shall use reasonable efforts to notify the disclosing
         party of this required disclosure. All Information provided by any
         party to the other hereunder shall be used solely for the purpose for
         which it is supplied. The provision by TELEGLOBE of the Service in no
         way grants to the Customer any title or ownership in intellectual
         property which may be included or embodied therein, it being understood
         that such intellectual property shall at all times remain the exclusive
         property of TELEGLOBE.

11.      MISCELLANEOUS

         11.1 No failure or omission by either party to carry out or observe any
         of the terms and conditions of this Agreement, except for payment
         obligations, shall give rise to any claim against the party in question
         or be deemed a breach of this Agreement if such failure or omission
         arises from an Act of God, or any other force majeure, an act of
         Government, or any other cause beyond the reasonable control of that
         party. No term or provision of this Agreement shall be deemed waived,
         and no breach or default shall be deemed excused, unless such waiver or
         consent is made in writing and signed by the party claimed to have
         waived or consented. No consent by any party to, or waiver of, a breach
         or default by the other, whether express or implied, shall constitute a
         consent to, waiver of, or excuse for any different or subsequent breach
         or default.

         11.2 This Agreement represents the final terms of understanding between
         the parties. The Agreement sets forth the terms and conditions upon
         which the activities of the parties as to matters set forthwith herein
         will be based and no negotiations, promises or discussions conducted
         prior to execution of the Agreement not specifically set forth herein
         shall be of any force or effect. This Agreement may only be modified,
         altered, supplemented, or amended or any covenant herein or default
         hereunder waived upon the execution and delivery of a written agreement
         signed by the parties. It is agreed by the parties that this Agreement
         shall be governed by and interpreted in accordance with the laws of the
         Province where the Customer has its legal address and the laws of
         Canada applicable therein. The Customer has agreed that this Agreement
         be drawn up in English. Le Client a consenti a ce que le present
         contrat soit redige en langue anglaise.

         11.3 The Customer shall not, without the prior written consent of
         TELEGLOBE, sell, assign, transfer or in any manner dispose of its
         rights or obligations under this Agreement. 11.4 The relationship
         between and among the parties hereto shall not be that of partners and
         shall be limited to the express provisions of this Agreement. Nothing
         herein shall be deemed to constitute a partnership or "societe de fait"
         between and among them, or to merge their assets or their fiscal or
         other liabilities or undertakings, nor shall it allow a party to act as
         a mandatory agent of the other party, except to the extent specifically
         permitted.

         11.5 If any term or provision of this Agreement is found to be illegal
         or unenforceable, then, notwithstanding such illegality or
         unenforceability, this Agreement shall remain in full force and effect
         and such term or provision shall be deemed to be deleted and shall be
         replaced, if possible, by a mutually acceptable provision which comes
         closest to the intention of the parties. The terms and provisions
         contained in this Agreement that by their sense and context are
         intended to survive the performance thereof or hereof by any or all
         parties shall so survive the completion of performance and termination
         of this Agreement, including, without limitation, the making of any and
         all payment due.

         11.6 Unless otherwise provided for in this Agreement, all notices,
         requests or other communications to be given under this Agreement shall
         be in writing, addressed to the parties at their respective addresses
         set forth in the Quotation. If any party wishes to alter the recipient
         or address to which communications are sent hereunder, it may do so by
         providing the name of the new recipient or a new address, in writing,
         to the other party.


                            Please initial:  /s/WL
                                             -----
                                                                         7 of 10
<PAGE>   8
                                                                       TELEGLOBE

                              ACCEPTABLE USE POLICY


1.       PURPOSE. The purpose of this Acceptable Use Policy (hereinafter the
         "Policy") is to protect Teleglobe and the users of Teleglobe's network
         from illegal or improper use of the Service.

2.       MODIFICATION. Teleglobe reserves the right to modify this Policy at any
         time.

3.       RESPONSIBILITY. The Customer shall ensure that its own customers and/or
         end-users abide by the terms and conditions of this Policy.

4.       RIGHT TO TERMINATE THE AGREEMENT. Teleglobe may, in its absolute
         discretion, terminate this Agreement forthwith without further notice
         and without any liability to the Customer if Teleglobe discovers or is
         advised by anyone that the Customer engages in any activity which may
         constitute an abuse of the Service, including, without limitation, the
         following:

         4.1      Sending unsolicited electronic mail messages leading to
                  complaints from any user of Teleglobe's network;

         4.2      "Mailbombing" which consists of sending massive quantities of
                  unsolicited electronic mail messages to individual users of
                  Teleglobe's network or individual business accounts using
                  Teleglobe's network;

         4.3      Using any mechanism precluding a user from identifying the
                  sender of an electronic mail message;

         4.4      Posting off-topic messages to one or several newsgroups;

         4.5      Using Teleglobe's network in a manner which would interfere
                  with the use of the Service by other users of Teleglobe's
                  network;

         4.6      Perform any activity that would cause a denial or blockage of
                  the Service on Teleglobe's network.


                                                                         8 of 10
<PAGE>   9
                                  GLOBEINTERNET

                             SERVICE LEVEL AGREEMENT



This Service Level Agreement ("SLA") shall form an integral part of the
Agreement entered into between the Customer and TELEGLOBE for the Globeinternet
Service.

1.       DEFINITIONS

         In this SLA, the following terms and expressions shall have the
following meanings:

         1.1      "SERVICE UNAVAILABILITY" shall consist of the number of
                  minutes that the Service is not available to the Customer due
                  to a complete interruption of the Service caused by the
                  failure or breakdown of TELEGLOBE's network excluding: (i) any
                  Planned Interruption; (ii) any interruption caused by
                  customer-provided equipment and the Router; (iii) any
                  interruption of the local loop circuit between the Customer's
                  premises and the Router and/or connection between
                  customer-provided equipment, applications or facilities; (iv)
                  any interruption caused by an act or omission of the Customer;
                  or (v) any interruption caused by force majeure.

         1.2      "PLANNED INTERRUPTION" shall mean a complete interruption of
                  the Service planned by TELEGLOBE for the purpose of performing
                  maintenance and/or repair activities on its network;

         1.3      "NORTH AMERICAN LATENCY" shall mean the duration of the
                  round-trip transmissions between the North American Hub
                  Routers;

         1.4      "TRANSATLANTIC LATENCY" shall mean the duration of the
                  round-trip transmissions between the Transatlantic Hub
                  Routers;

         1.5      "NORTH AMERICAN HUB ROUTERS" shall mean the TELEGLOBE-
                  designated inter-regional transit backbone routers in
                  North America;

         1.6      "TRANSATLANTIC HUB ROUTERS" shall mean the TELEGLOBE-
                  designated inter-regional transit backbone routers in
                  North America and England.

2.       AVAILABILITY GUARANTEE

         2.1      The Service shall be available 99.95% of the time.

         2.2      For each cumulative hour of Service Unavailability exceeding
                  0.05% of the time in


                                                                         9 of 10
<PAGE>   10
                  any calendar month, TELEGLOBE shall provide the Customer with
                  a credit corresponding to 1/30th of the monthly charges
                  applicable for this calendar month.

         2.3      No credit shall be allowed under Article 2.2 above unless
                  TELEGLOBE has received a written request of credit from the
                  Customer.

         2.4      The commencement and ending of any Service Unavailability
                  shall be determined solely by TELEGLOBE.

3.       LATENCY GUARANTEE

         3.1      The North American Latency shall correspond to an average of
                  85 milliseconds or less.

         3.2      The Transatlantic Latency shall correspond to an average of
                  120 milliseconds or less.

         3.3      The North American Latency and the Transatlantic Latency shall
                  be measured by TELEGLOBE by averaging sample measurements
                  taken every thirty (30) minutes during a calendar month
                  between the North American Hub Routers for the North American
                  Latency and between the Transatlantic Hub Routers for the
                  Transatlantic Latency.

         3.4      If the North American Latency exceeds 85 milliseconds in two
                  (2) consecutive calendar months, TELEGLOBE shall provide the
                  Customer with a credit corresponding to 1/30th of the monthly
                  charges applicable for the second month of the two (2)
                  consecutive month period.

         3.5      If the Transatlantic Latency exceeds 120 milliseconds in two
                  (2) consecutive calendar months, TELEGLOBE shall provide the
                  Customer with a credit corresponding to 1/30th of the monthly
                  charges applicable for the second month of the two (2)
                  consecutive month period.

         3.6      No credit shall be allowed under Articles 3.4 or 3.5 above for
                  failure to meet the Latency Guarantee attributable to force
                  majeure or any cause beyond TELEGLOBE's reasonable control.

4.       INSTALLATION GUARANTEE

         4.1      The Service shall be ready to be used by the Customer on the
                  ready-for-service ("RFS") date promised by TELEGLOBE to the
                  Customer. If TELEGLOBE fails to have the Service ready to be
                  used by the RFS date, for reasons not attributable to force
                  majeure or any of the Customer's act or omission, TELEGLOBE
                  shall credit 50% of the installation charge applicable for the
                  Service.


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