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                                                                    EXHIBIT 10.4

                   BILLING AND COLLECTION SERVICES AGREEMENT

     This Agreement is made in duplicate this 8th day of August, 2000.

     between  Yak Communications (Canada) Inc.,
          55 Town Centre, Suite 506
          Scarborough, Ontario M1P 4X4,

     hereinafter referred to as "the Service Provider" or "the SP",

     and  TELUS Communications (B.C.) Inc.,
          3777 Kingsway
          Burnaby, British Columbia V5H 3Z7,

     hereinafter referred to as "the Biller".

     The SP and the Biller may also be referred to individually as "a Party" and
     collectively as "the Parties".

     Whereas the Biller will provide Billing and Collection Services to the SP
     for Eligible Services provided by the Service Provider; and

     Whereas the SP wishes to purchase Billing and Collection Services from the
     Biller.

     The Parties in consideration of the mutual covenants and promises in this
     Agreement therefore agree as follows:

Article 1  Definitions

1.1  With respect to the definitions herein, and wherever the facts or context
     so requires within this Agreement, the use of words or phrases, in the
     singular or the plural, as a noun or a verb, in the past, present or future
     tense, shall have the meaning ascribed to the word or phrases in this
     Article 1.

1.2  In this Agreement including the preamble, the following terms or phrases
     shall mean:

     a)  "Accounts Receivable" the amount charged by the SP, including all
         Taxes, for the use of the SP's Eligible Services by Customers.

     b)  "Accounts Receivable Management Discount" a discount which the Biller
         applies to the price of the Accounts
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         Receivable received from the SP to compensate the Biller for its
         liability for Bad Debt.

     c)  "Bad Debt" Accounts Receivable, which have been billed by the Biller to
         Customers, but are not paid by Customers,, and which are not disputed
         by Customers as provided for in the Billing and Collection Services
         Procedures. Bad Debt excludes charges incurred fraudulently.

     d)  "Billing and Collection Service" a billing and collection service
         provided by the Biller to the SP, for Eligible Services offered by the
         SP to Customers.

     e)  "Billing and Collection Services Procedures" the document referred to
         in Article 2.2.

     f)  "Billing and Collection Technical Guideline" the document referred to
         in Article 2.1.

     g)  "Call" a single use of an Eligible Service in respect of which an
         Exchange Message Interface (EMI) record is created.

     h)  "Chargeback" an Account Receivable which has been billed by the Biller
         to a Customer, but which is not paid by the Customer or which is
         disputed by the Customer, and which does not constitute Bad Debt.
         Reasons for Chargebacks are identified by return codes specified in the
         Billing and Collection Technical Guideline.

     i)  "CISC" the CRTC Industry Steering Committee or successor committees.

     j)  "CRTC" the Canadian Radio-television and Telecommunications Commission.

     k)  "Customer" a party who: (1) is responsible for payment of charges
         associated with the use of Eligible Services for which the SP is
         entitled to be compensated, (2) does not have an established billing
         relationship with the SP for Eligible Services on the date that the
         Eligible Services are used, and (3) has an established billing
         relationship with the Biller on the date that the Eligible Services are
         used.

     l)  "Eligible Services" telecommunications services provided by the SP to
         Customers, and which are listed in Schedule I.

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     m)  "GST" applicable Goods and Services Tax.

     n)  "HST" applicable Harmonized Sales Tax.

     o)  "PST" applicable Provincial Sales Tax.

     p)  "Rebill" an Accounts Receivable provided to the Biller by the SP, for
         inclusion in a Customer invoice, which same Accounts Receivable had
         previously been provided to the Biller by the SP, for inclusion in an
         earlier invoice to the same Customer. The amount of the charges to the
         Customer, including Taxes, must be the same.

     q)  "Reject" Accounts Receivable that have been returned to the SP by the
         Biller before it has been included on a Customer's invoice, either
         because it fails the Biller's pre-billing fraud edits or for reasons
         identified by return codes specified in the Billing and Collection
         Technical Guideline including the Exchange Message Interface (EMI)

     r)  "Tariffs" the Biller's tariffs, general terms of service, general
         regulations, and or terms of service, as amended from time to time, and
         as approved by the CRTC, including, but not limited to any limitations
         of liability.

     s)  "Tax" GST/HST (where applicable), PST (where applicable) and any other
         applicable provincial or federal taxes.

     t)  "Validation" the process whereby the SP must access a database or
         databases to determine the requirements to proceed with a call and
         adhere to such requirements.

Article 2    Associated Documents

2.1  The Billing and Collection Technical Guideline contains the technical
     specifications of the Billing and Collection Service following industry
     accepted guidelines with any modifications required to reflect the unique
     aspects of the Billing and Collection Services provided by the Biller. The
     Billing and Collection Technical Guideline was prepared, and its contents
     agreed, by the Billing and Collection Task Force constituted under the
     direction of CISC and will be amended from time to time following the
     document Change Management process established for all CISC documents. The
     Billing and Collection Technical Guideline references the EMI maintained by
     the Alliance for Telecommunications Industry Solutions (ATIS) and

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     includes the associated Canadian Locally Negotiated Guidelines. The Billing
     and Collection Technical Guideline, is mutually agreed to by the SP and the
     Biller.

2.2  The Billing and Collection Services Procedures contain a description of the
     Biller's collection procedures and claims investigation and adjustment
     functions used by its business office to handle, resolve, and/or refer
     Customer inquiries and claims. The Billing and Collection Services
     Procedures is prepared by the Biller and provided to the SP. The Billing
     and Collection Services Procedures shall not be considered to be an
     integral component of this Agreement.

Article 3  Scope of the Agreement

3.1  This Agreement relates to the purchase by the Biller from the SP of
     Accounts Receivable, and the corresponding sale, assignment, transfer and
     set over by the SP to the Biller of all rights, title and interest in these
     Accounts Receivable, to permit the Biller to attempt to collect these
     Accounts Receivable from the Customer.

3.2  The following types of Accounts Receivable, maybe Rejected and the Biller
     may apply relevant charges pursuant to Articles 7 and 8, provided the
     Reject is received by the SP within 15 calendar days of the Account
     Receivable being received by the Biller:

     a)   for which there are entries in the fields of the associated Account
          Receivable records provided by the SP which do not conform to the
          format or content as prescribed by the Billing and Collection
          Technical Guideline;

     b)   associated with Eligible Services for which the Account Receivable is
          received by the Biller more than 120 calendar days beyond the date
          that the Call was made;

     c)   for Eligible Services charged to telephone numbers of persons that are
          not Customers on the date that the Call was made;

     d)   for Eligible Services charged to accounts that did not exist on the
          date that the Call was made;

     e)   for Eligible Services that are Rebilled more than once;

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     f)   for Eligible Services which are fraudulent or suspected to be
          fraudulent;

     g)   for Eligible Services for which the charge has been duplicated; or

     h)   for Calls requiring Validation where the Validation has not occurred.

3.3  The following types of Accounts Receivable, may be Chargedback and the
     Biller may apply relevant charges pursuant to Articles 7 and 8 provided the
     Chargeback is received by the SP no more than 210 calendar days beyond the
     date that the Call was made:

     a)   for fraudulent or suspected fraudulent use of Eligible Services;

     b)   for Eligible Services for which the charge has been duplicated;

     c)   for Calls requiring Validation where the Validation has not occurred;
          or

     d)   for Accounts Receivable where the Customer denies knowledge of the
          transaction, requests an adjustment due to dialing error, or any other
          condition as described in the Billing and Collection Services
          Procedures.

3.4  Notwithstanding anything herein, Accounts Receivable which are identified
     as Bad Debt will not be Chargedback.

3.5  Notwithstanding anything herein, the Biller will not purchase and the SP
     will not sell, assign, transfer or set over the Accounts Receivable for
     transactions associated with calls or programs that do not comply with all
     applicable legal and regulatory requirements. In the event that the SP
     provides Accounts Receivable for transactions associated with calls or
     programs that do not comply with applicable legal and regulatory
     requirements, those Accounts Receivable may be Rejected, or Chargedback and
     the Biller may apply relevant charges pursuant to Articles 7 and 8.

3.6  Title to the Accounts Receivable which the Biller purchases and the SP
     sells, assigns, transfers or sets over pursuant to this Agreement will be
     deemed to have passed to the Biller upon such Accounts Receivable
     successful completion of all the Biller's pre-billing edits as described in
     the Billing and Collection Technical Guideline or on the 15th calendar day

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     after the Accounts Receivable were received by the Biller, whichever occurs
     first.

3.7  In the event an Account Receivable is Chargedback, title to such Accounts
     Receivable shall be deemed to have reverted to the SP upon the SP's receipt
     and acceptance through edits as provided for in the Billing and Collection
     Technical Guideline, of the Chargeback record applicable to such Account
     Receivable or on the 15th calendar day after the Chargeback was received by
     the SP, whichever occurs first.

3.8  Either Party is entitled to utilize the services of a third party in
     performing some or all of its responsibilities under this Agreement
     provided that at all times the SP and Biller shall remain liable to each
     other for all obligations and payments under this Agreement.

Article 4  Rights and Responsibilities of the Butler

4.1  The Biller will provide the following Billing and Collection Services in
     accordance with the terms and conditions, contained herein, the applicable
     provisions of the Biker's Tariffs and in accordance with practices
     contained in the Billing and Collection Services Procedures:

     a)   preparation and rendering of bills to Customers for charges associated
          with Eligible Services used by Customers, for which the Accounts
          Receivable have been purchased by the Biller. The Biller will include
          the unaltered amount of the relevant charges, subject to any Tax
          adjustments as described in Article 6 herein, in statements
          distributed to Customers responsible for the payment of charges for
          the Eligible Services. The Biller will provide sufficient information
          on the Customer's bill to allow the Customer to identify the service
          being billed for and the charges associated with the call as specified
          in the Billing and Collection Technical Guideline;

     b)   attempt to collect payments for purchased Accounts Receivable,
          including appropriate Taxes;

     c)   answering of Customer questions regarding charges billed by the Biller
          for Eligible Services provided by the SV, excluding questions about
          the details of the SP's services, rates, rate structures and similar
          matters. As provided in Article 5.7, the SP will provide the Biller
          with an inquiry telephone number for use by Customers who

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          wish to have information on the matters excluded above; and

     d)   application of credits and adjustments to Customer accounts.

4.2  The Biller shall exercise the same due diligence in the collection of
     Accounts Receivable that the Biller has purchased from the SP as it does in
     the collection of the Biller's other Accounts Receivable that are unrelated
     to Billing and Collection Services.

4.3  The SP acknowledges and agrees that the Biller will have full power and
     authority, at any time, to notify any person concerned with the assignment
     of the Accounts Receivable or otherwise affected by it, of the fact that
     said assignment has been made.

4.4  The SP acknowledges and agrees that the Biller will have full power and
     authority to register any and all financing statements and other similar
     documentation under any applicable legislation so as to protect and perfect
     its interest in the Accounts Receivable.

4.5  At any time during the continuance of this Agreement, the Biller will have
     the right to sell, assign, transfer and set over the Accounts Receivable
     with all or any rights, title and interests therein to any person, firm or
     corporation, and the assignee thereof will acquire and possess all the
     powers, rights and interests granted under this Agreement and will be
     subject to any obligations of the Biller as specified in this Agreement,
     provided that at all times the Biller shall also remain liable to the SP
     for all obligations and payments under this Agreement.

4.6  For any Accounts Receivable purchased by the Biller and subsequently
     Chargedback, the Biller shall provide to the SP the Customer's name,
     telephone number, and billing address.

4.7  The Biller shall employ reasonable efforts in an attempt to prevent or
     curtail fraudulent activity. The Biller shall cooperate with the SP in
     exchanging information and coordinating activities in an attempt to prevent
     or curtail any activity of a fraudulent or suspected fraudulent nature. The
     Biller shall employ reasonable efforts to ensure resellers of the Biller's
     local telecommunications services will also cooperate with the Biller and
     the SP, as appropriate, in an attempt to prevent or curtail fraudulent
     activity.

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Article 5  Rights and Responsibilities of the SP

5.1  Notwithstanding anything in this Agreement, the SP retains the discretion
     to determine which Eligible Services it offers to Customers and which
     Accounts Receivable it sells to the Biller; however, the SP shall assign,
     transfer and set over all of its rights, title and interest in and to any
     Accounts Receivable sold by it to the Biller.

5.2  The SP will record all necessary billing details for all Eligible Services.
     The billing details will be provided to the Biller in accordance with the
     Billing and Collection Technical Guideline. The SP is solely responsible
     for the accuracy of the billing details provided to the Biller.

5.3  The SP will only submit to the Biller Accounts Receivable which are
     prescribed in this Agreement.

5.4  The SP will only submit collect and bill to third calls to the Biller which
     have been Validated.

5.5  For Accounts Receivable which are Rejected or Chargedback, the SP shall pay
     to the Biller the full amount of all payments including Taxes, made by the
     Biller to the SP, or issue credits for amounts owing by the Biller for
     those Accounts Receivable, in accordance with Articles 7 and 8 herein.

5.6  The SP authorizes the Biller to use the name of the SP for the purpose of
     identifying the SP on whose behalf the transaction is being billed in the
     collection of all Accounts Receivable.

5.7  The SP shall provide, at its own expense, the inquiry telephone number
     referred to in Article 4.1 c) and must be accessible at the inquiry
     telephone number to respond to Customer inquiries at no charge. The SP or
     its designated agent must speak directly, or be able to demonstrate that it
     has made every reasonable effort to speak directly, to anyone who has
     contacted the SP via the inquiry telephone number within two (2) business
     days of receipt of any such contact.

5.8  The SP shall at the Biller's request, notify any person(s) concerned with
     the assignment of the Accounts Receivable or otherwise affected by it, of
     the fact that said assignment has been made.

5.9  The SP shall be responsible to employ reasonable efforts in an attempt to
     prevent or curtail fraudulent activity related to Eligible Services. The SP
     shall cooperate with the Biller in

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     exchanging information and coordinating activities in an attempt to prevent
     or curtail activity of a fraudulent or suspected fraudulent nature. The SP
     shall employ reasonable efforts to ensure resellers of its services will
     also cooperate with the Biller and SP, as appropriate, in an attempt to
     prevent or curtail fraudulent activity.

Article 6  Taxation

6.1  The Parties acknowledge that Taxes may apply to the charges for Eligible
     Services provided by the SP. The SP shall determine Taxes associated with
     Eligible Services to be levied on a Customer.

6.2  The SP shall calculate and identify to the Biller Taxes due on all Accounts
     Receivable forwarded to the Biller. The SP shall identify the GST/HST and
     PST by province.

6.3  The Biller shall bill and attempt to collect the Taxes unless the Biller
     identifies the Customer as Tax exempt for either, or both, of GST/HST and
     PST. If a Customer is Tax exempt, the appropriate Taxes will be removed by
     the Biller prior to billing. Any remaining Taxes will be recalculated by
     the Biller if necessary, and the revised Tax amounts will be billed. The
     Biller will report to the SP the amount of Taxes, that have been removed or
     adjusted as prescribed in the Billing and Collection Technical Guideline,
     identifying GST/HST and PST by province.

6.4  The Parties agree that whichever Party is responsible to remit Taxes to the
     appropriate government authorities, shall do so in a timely manner.

6.5  In any event, the SP shall indemnify and hold the Biller harmless for any
     outstanding Taxes, interest or associated penalties which may subsequently
     be claimed against the Biller, as purchaser of the Accounts Receivable,
     arising from the SP's failure to properly calculate, or to promptly notify
     the Biller, or to remit all applicable Taxes pursuant to Article 6.

6.6  The Biller shall indemnify and hold the SP harmless for any outstanding
     Taxes, interest and associated penalties which may subsequently be claimed
     against the SP arising from the Biller's failure to properly identify or
     calculate any Tax exemption or to remit all applicable Taxes pursuant to
     Article  6.4.

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Article 7  Payment for Accounts Receivable

7.1  The Biller shall pay to the SP an amount equal to the full value of each
     Accounts Receivable recorded, less an Accounts Receivable Management
     Discount as detailed in the applicable Tariffs, less applicable Tax
     exemptions, less applicable Tax remittances and less all associated charges
     to the SP specified in this Agreement or the Biller's Tariffs including the
     full amount of each Accounts Receivable Rejected or Chargedback. The
     resulting amount will be paid to the SP within forty-five (45) days of the
     last day of the calendar month for which the Accounts Receivable was
     recorded by the Biller, and in the event that full payment is not made by
     this time, interest will subsequently accrue on any outstanding balance at
     the rate set out in the SP's applicable tariffs.

7.2  In the event that the Accounts Receivable Management Discount, plus the
     associated charges to the SP, plus applicable Tax exemptions, plus
     applicable Tax remittances, plus the full amount of all Accounts Receivable
     Rejected or Chargedback exceeds the full value of the Accounts Receivable
     recorded during a calendar month, the SP shall pay to the Biller the
     difference forty-five (45) days from the last day of that month or thirty
     (30) days from the issuance by the Biller of an accounting for the month,
     whichever occurs later, and in the event that full payment is not made by
     this time, interest will subsequently accrue on any outstanding balance at
     the rate set out in the Biller's applicable Tariffs.

7.3  Following the expiration or termination of this Agreement, in the event
     that the Biller fails to collect Accounts Receivable from Customers, and
     such failure would have resulted in a Chargeback during the term of the
     Agreement, the SP shall pay the Biller the full amount of the Chargeback
     plus the associated charges within forty-five (45) days from the last day
     of the month during which the Chargeback occurs or thirty (30) days from
     the issuance by the Biller of an accounting for the month, whichever occurs
     later, and in the event that full payment is not made by this time,
     interest will subsequently accrue on any outstanding balance at the rate
     set out in the Biller's applicable Tariffs.

Article 8  Rates and Charges

In consideration of the Biller providing Billing and Collection Services to the
SP as described in this Agreement, the Biller shall charge the SP, and the SP
shall pay, rates and charges as detailed in the Biller's applicable Tariffs.

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Article 9  Accounting to the SP

9.1  The Biller shall provide reports to the SP, including an accounting of the
     payment due to the SP for the Accounts Receivable purchased by the Biller.
     The reports will be provided as prescribed by the Billing and Collection
     Technical Guideline within forty-five (45) days of the last day of the
     calendar month for which the Account Receivable was recorded by the Biller.

9.2  Any report provided to the SP will be deemed to be correct unless the SP
     notifies the Biller of any discrepancy therein within thirty (30) days from
     the date the report is issued by the Biller.

9.3  In the event that an error is made by the Biller in the preparation of any
     report, the Biller's liability shall be limited to correcting the same and
     to modifying the report accordingly in the next issue of such reports.

Article 10  Limitation of Liability

10.1 The Biller's liability for direct damages shall be subject to the
     provisions regarding liability in its Tariffs or equivalent document.
     Without restricting the generality of the foregoing, the Biller will not be
     responsible to the SP for indirect, special, incidental or consequential
     damage or loss in connection with or arising out of the performance or non-
     performance of the terms of this Agreement howsoever caused, including,
     without limiting the foregoing, any business or economic loss,
     notwithstanding that the Biller has been advised or is aware of the
     possibility thereof.

10.2 The SP will not be responsible to the Biller for indirect, special,
     incidental or consequential damage or loss in connection with or arising
     out of the performance or non-performance of the terms of this Agreement
     howsoever caused, including, without limiting the foregoing, any business
     or economic loss, notwithstanding that the SP has been advised or is aware
     of the possibility thereof.

10.3 The provisions of this Article 10 will survive the expiration or
     termination of this Agreement.

Article 11  Term

This Agreement will be deemed to come into force on the 8th day of August 2000
and will continue afterwards for successive month-to-

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month periods under the same terms and conditions unless and until terminated by
either Party upon one month's prior written notice to the other Party, or
pursuant to the provisions of this Agreement concerning termination.

Article 12     Termination

12.1 Except as provided hereinafter, in the event that either Party is in breach
     of any of the terms of this Agreement, or, without restricting the
     generality of the foregoing, of any laws applicable thereto, regulations or
     the Biller's applicable Tariffs, the other Party may, by notice to the
     Party in default, require the remedy of said breach or the performance of
     the obligations hereunder. If the Party so notified fails to remedy or
     perform within ten (10) days of the receipt of such notice, the other Party
     may, without prejudice to all its rights and remedies in respect of breach
     of contract, subject to the terms of this. Agreement, terminate this
     Agreement, in whole or in part, as specified in Article 12.7.

12.2 Where one Party (the Party in default) has received notification from the
     other Party (the Party not in default) pursuant to Article 12.1 of this
     Agreement and notwithstanding that the Party in default has remedied such
     breach or has performed said obligation, in the event at any time
     thereafter that such Party in default is found by the Party not in default
     to have breached or to have failed to perform in respect of the same
     provision(s) of this Agreement under which notification was first provided
     pursuant to Article 12.1, the Party not in default will have the right at
     its sole discretion to terminate this Agreement, in whole or in part, as
     specified in Article 12.7.

12.3 If, in the Biller's reasonable judgment, the provision of Billing and
     Collection Services under this Agreement gives rise to an unreasonable
     number of Customer complaints, the Biller may terminate this Agreement.
     Notwithstanding Article 12.7 below, the Biller will provide thirty (30)
     days prior written notice to the SP for termination under this Article.

12.4 In the event that Chargebacks associated with the SP's Accounts Receivable
     are at a level of 15% or more of the SP's total Accounts Receivable for a
     period of two (2) consecutive months, or if the Bad Debt associated with
     the SP's Accounts Receivable is at a level of 10% or more of the SP's total
     Accounts Receivable for a period of two (2) consecutive

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     months, the Biller may at its sole discretion, terminate this Agreement as
     specified in Article 12.7.

12.5 Any termination of this Agreement for breach of any of its terms will be
     without prejudice to all rights and remedies available to the Party
     terminating this Agreement in respect of such breach.

12.6 Notwithstanding Article 12.7, if one of the Parties becomes insolvent or if
     insolvency or bankruptcy proceedings of any kind are initiated against a
     Party, if a Party is placed in receivership or if a Party has to perform a
     transfer of property in favor of its creditors or its property is placed
     under sequestration or is subject to liquidation, the other Party may, upon
     written notice, immediately terminate this Agreement.

12.7 Prior to termination of this Agreement, in whole or in Part, pursuant to
     Articles 12.1 or 12.2, the Party terminating the Agreement shall provide
     the other Party with ten (10) days prior written notice stating the reason
     for termination and the scheduled termination date. Additionally, at least
     twenty-four hours prior to termination, the Party terminating the Agreement
     shall advise the other Party that termination is imminent.

12.8 Without restricting the generality of the foregoing, all provisions of this
     Agreement regarding amounts payable to the Biller for Billing and
     Collection Services provided to the SP shall survive expiration or
     termination of this Agreement.

Article 13    Dispute Resolution

Should a dispute or disagreement of any kind (a "Dispute") arise with respect to
the interpretation or application of this Agreement, the Parties agree to the
procedures described in this Article to resolve the issue.

13.1 Good Faith Negotiations

     a)   Good faith negotiations will take place between the Parties with the
          objective of resolving the Dispute.

     b)   If such good faith negotiations have not resolved the Dispute within
          thirty (30) days from when it is first identified, either Party may
          refer the matter in Dispute to the CRTC for resolution (for matters
          within the jurisdiction of the CRTC), or the Parties may agree to

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          refer the Dispute to arbitration, in accordance with the process set
          forth below.

13.2 Early Referral to the CRTC or to a Court of Competent Jurisdiction

     At any time prior to the end of the thirty (30) day period for good faith
     negotiations, if either Party reasonably perceives that the matter must be
     dealt with on an urgent or priority basis, then that Party may refer the
     Dispute to the CRTC (for matters within the jurisdiction of the CRTC) or to
     a court of competent jurisdiction for resolution.

13.3 Arbitration

     a)   If the Dispute cannot be resolved by good faith negotiations within
          thirty (30) days from when it is first raised, the Parties may
          mutually agree to refer the issue to arbitration.

     b)   In the event that the Parties agree to refer the matter to
          arbitration, the arbitration will take place in accordance with the
          rules agreed to by the Parties and in compliance with applicable
          legislation and procedural convention.

13.4 Other Matters

     a)   The Parties recognize that the CRTC may establish a list of qualified
          arbitrators in telecommunications, and agree to refer to that list in
          considering a possible arbitrator.

     b)   In the absence of events giving rise to Force Majeure, during the
          entire period of the process to resolve a Dispute, the Parties will
          continue to perform their obligations under this Agreement.

Article 14    Non-Waiver

The failure of either Party, at any time, to require performance by the other
Party of any provision, condition or covenant hereof will, in no way, affect its
right thereafter to enforce the provision, condition or covenant, nor will the
waiver by either Party of any breach of any provision, condition or covenant
hereof be taken or held binding upon the Party, unless in writing, and the
waiver will not be taken or held to be a waiver of any future breach of the same
provision, condition or covenant.

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Article 15    Further Assurances

Each Party will execute such further documents and do such further things as the
other Party may reasonably request in order to carry out and give full force and
effect to all of the provisions of this Agreement.

Article 16    Entire Agreement

This Agreement, together with all matters incorporated by reference, constitutes
the entire agreement between the Parties with regard to matters dealt with under
this Agreement and there are no other conditions or warranties, expressed,
implied or statutory, applicable to the subject matter hereof.

Article 17    Conflict

In the event of conflict between this Agreement, the Billing and Collection
Technical Guideline and the Tariff, the provisions of this Agreement shall
firstly prevail, secondly the provisions of the Billing and Collection Technical
Guideline, then lastly, the provisions of the Tariff.

Article 18    Year 2000 Warranty

18.1 The Parties confirm that they shall use commercially reasonable efforts to
     ensure that the Billing and Collection Service shall be "Year 2000
     Compliant" prior to September 1, 1999, which means that each Party will be
     able to accurately process date data (including, but not limited to,
     calculating, comparing, and sequencing) including leap year calculations,
     when used in accordance with the specifications for the Billing and
     Collection Service, provided that all products and services which
     interconnect with, or are used in combination with, the Billing and
     Collection Service are "Year 2000 Compliant" and properly exchange date
     data with it, and provided that no modifications or additions are made to
     the Billing and Collection Service other than those agreed to by-the
     Parties.

18.2 Each Party has an obligation to advise the other Party if any product or
     service which interconnects with, or is used in combination with, the
     Billing and Collection Service is not "Year 2000 Compliant", and shall
     advise the other Party of the date by which such "Year 2000 Compliancy"
     will occur.

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18.3 The warranties contained herein are subject to any limitation of liability
     specified in this Agreement.

Article 19    Confidentiality

19.1 All Customer related information provided to either Party pursuant to this
     Agreement, including, but without restricting the generality of the
     foregoing, the name, telephone number and billing address of any Customer,
     may only be used for the purpose of billing Eligible Services or where
     specifically required for completion of a transaction associated with a
     service requested by the Customer (e.g. certain 900 services). Services
     requiring additional customer information will be identified in the Billing
     and Collection Technical Guideline. Notwithstanding the foregoing, either
     Party may disclose a Customer's name and address to an agent whom it has
     retained in the collection of Accounts Receivable, provided the information
     is required for and is to be used only for that purpose and appropriate
     safeguards have been implemented to protect the privacy of Customers
     including any restrictions on the use of non-published telephone numbers by
     third parties.

19.2 All information provided to either Party pursuant to this Agreement is
     provided in confidence for the exclusive use of the recipient Party. Each
     Party is responsible for protecting the confidentiality of this information
     and may not provide, disclose or resell this information to any third
     party, including, but without restricting the generality of the foregoing,
     any agents, affiliates or co-venturers other than as specified in this
     Agreement.

19.3 Notwithstanding any provision to the contrary in this Agreement, either
     Party may provide to its agent, authorized representative, subcontractor or
     assignee any information required for the performance of the requirements
     in this Agreement. Provided, however, that the agent, authorized
     representative, subcontractor or assignee has first entered into an
     agreement wherein the agent, authorized representative, subcontractor or
     assignee agrees to be bound by the confidentiality obligations in this
     Agreement.

19.4 Without limiting the generality of the foregoing, neither Party may use any
     information provided pursuant to this Agreement for telemarketing purposes.
     For the purposes of this Agreement, telemarketing shall include, but not be
     restricted to, the promotion by either Parry or by any person or entity, of
     either Party or its services or products, or of a third party or its
     services or products, by any means.

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Article 20    Assignment

20.1 Either Party is entitled to assign or transfer any of the rights,
     responsibilities or privileges in this Agreement, in whole or in part,
     without the prior approval of the other Party provided that written notice
     is given to the other Party.

20.2 This Agreement will be binding upon the respective successors and
     permitted assigns of the Parties.

Article 21    Governing Law

The terms of this Agreement will be governed by the laws of the Province of
Alberta and the applicable laws of Canada. In the absence of a specification,
the laws of the province where the Biller has its registered office will apply.

Article 22    Regulatory Approval

22.1 This Agreement, including the rates, terms and conditions specified herein,
     and in the Tariffs, are subject to all applicable regulatory approvals.
     Such rates, terms and conditions may be amended from time to time in
     accordance with and subject to the approval of the CRTC or any other
     applicable Regulator.

22.2 If the CRTC exercises its forbearance powers under the Telecommunications
     Act such that the Billing and Collection Services tariff no longer applies
     with respect to the provision of Billing and Collection Services by the
     Biller to the SP, all documents incorporated into this Agreement by
     reference (including any Tariffs) shall be deemed to be an integral part of
     this Agreement in the form in which they exist immediately prior to such
     forbearance taking effect, and this Agreement shall continue in full force
     and effect notwithstanding such forbearance.

Article 23    Interpretation

23.1 The headings appearing in this Agreement have been inserted as a matter of
     convenience and for reference only and, in no way, define, limit or enlarge
     the scope or meaning of this Agreement or of any provisions hereof.

23.2 Whenever a word importing the singular number only is used in this
     Agreement, such word will include the plural and words importing either
     gender or firms or corporations will include

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     the persons or other genders and firms or corporations where applicable.
     Any reference to the term of this Agreement will, unless the context
     otherwise requires, be deemed to include any renewals hereof.

Article 24    Severability

If any clause or clauses or part or parts of clauses in this Agreement be
illegal or unenforceable, it or they will be considered separate and severable
from this Agreement and the remaining provisions of this Agreement will remain
in full force and effect and will be binding upon the Parties as though the said
clauses or part or parts of clauses had never been included, provided, however,
that in the event that the removal of such clause or clauses renders this
Agreement ineffective in the assessment of the Biller, the Biller shall have the
right to terminate this Agreement as specified in Article 12.

Article 25    No Partnership or Joint Venture

This Agreement does not constitute a partnership or joint venture between the
Biller and SP, nor does it constitute either Party as an agent of the other
Party.

Article 26    Notices

26.1 Any notice or other communication hereunder will be in written form and
     will be sufficient if delivered personally, by facsimile or by pre-paid
     registered mail to the address of the SP as follows:

          55 Town Centre, Suite 506
          Scarborough, Ontario M1p 4X4
          Fax: (416) 279-1372    Phone: (416) 279-1370
          Attention: Charles Zwebner -President and CEO,

     and to the Biller at the following address:
          24, 411-1 Street SE
          Calgary, Alberta T2g 4Y5
          Fax: (403) 263-6390    Phone:(403) 530-4622
          Attention:  Dan Delaloye - VICE PRESIDENT, International & Carrier
                         Services

26.2 The date of receipt of such communications will be the first business day
     following the date sent if delivered personally or by facsimile, or, if
     sent by pre-paid registered mail will be deemed to be the fifth business
     day after the same will

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<PAGE>

     have been mailed, except in the event of a mail strike this latter
     presumption will not apply.

26.3 Either Party may change its address for notice without obtaining consent
     from the other Party, provided, however, that it notifies the other Party
     in writing of its new address.

Article 27    Force Majeure

Neither Party will be held liable for any delay or failure in performance of any
part of this Agreement in the event of force majeure or for any cause beyond the
reasonable control of the Party concerned. In particular, and without limiting
the above, the Parties will be excused from the -performance of their
obligations under this Agreement where failure to comply with any of the terms
or conditions of this Agreement will be caused by an act of God, strike, walk
out, public enemy, war, civil commotion, riot, judicial or government order,
other requirement of law, events related to the failure of Customers or other
entities not under the control of either Party to resolve date-related computer
problems, or any other cause of whatsoever nature or kind beyond the reasonable
control of either Party.

Article 28    Language

This Agreement has been prepared and drawn up in the English language at the
express wish of the Parties. Le present contrat a ete prepare et redige en
anglais a la demande expresse des parties.

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     IN WITNESS WHEREOF the Parties have executed this Agreement.

This  8th day of August, 2000, in the city of Scarborough, Province of ONTARIO,
by the SP, YAK COMMUNICATIONS (CANADA) INC.

               Per: /s/ Charles Zwebner         Signature
                    ---------------------------

                      Charles Zwebner           Name
                    ---------------------------

                      President and CEO         Title
                    ---------------------------

                     (PLEASE PRINT OR TYPE NAME AND TITLE
                         OF PERSON WHO ACTUALLY SIGNS)

                                      AND


This  15th day of August, 2000, in the city of CALGARY Province of ALBERTA, by
the Biller, TELUS Communications (B.C.) Inc.

               Per: /s/ Dan Delaloye            Signature
                    ---------------------------

                      Dan Delaloye              Name
                    ---------------------------

                      Vice President,
                    ---------------------------
                      International & Carrier
                    ---------------------------
                      Services                  Title
                    ---------------------------

                     (PLEASE PRINT OR TYPE NAME AND TITLE
                         OF PERSON WHO ACTUALLY SIGNS)


               Per: /s/ Willie Grieve           Signature
                    ---------------------------

                      Willie Grieve             Name
                    ---------------------------

                      Vice President,
                    ---------------------------
                      Government & Regulatory
                    ---------------------------
                      Affairs                   Title
                    ---------------------------

                     (PLEASE PRINT OR TYPE NAME AND TITLE
                         OF PERSON WHO ACTUALLY SIGNS)

                                       20
<PAGE>

             Billing and Collection Services Agreement, Schedule I

Eligible Services

The Eligible Services for which Billing and Collection Services are provided
include the following:

Bill to Third Number
Collect
Caller Pays
Directory Assistance
Casual Calling
Sent Paid
Coin Telephone
Conference Calls
Messaging

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