<PAGE>

EXHIBIT 10.3

                    BILLING AND COLLECTION SERVICE AGREEMENT

This Agreement is made in duplicate this 26th day of August, 1998 between

        Yak Communications Inc. (name)
        3460 Bathurst Street (address)
        Toronto, Ontario M6A 2C4 (city and province)

hereinafter referred to as "the Alternate Provider of Long Distance Service" or
"the APLDS,"

    and   Bell Canada,
          1050 Beaver Hall Hill
          Montreal, Quebec,

hereinafter referred to as "Bell".

     Whereas Bell has agreed to provide billing and collection services to
Eligible Calls to Customers who maintain accounts with Bell, as defined within;
and

     Whereas the APLDS wishes to utilize Bell's billings and collection
services;

     Bell and APLDS in consideration of the mutual covenants and promises in
this Agreement therefore agree as follows:

                         ARTICLE 1 DEFINITIONS

     1.  In this Agreement, these terms will be defined as follows:

     1)   "Casual Calls" means calls placed on the APLDS's network using the
          10XXX dialing plan, placed from a telephone for which Bell has an
          account but which is not presubscribed to the APLDS for long distance
          service.

     b)   "Collect Calls" means calls placed on the APLDS's network for which
          the terminating Customer accepts to be billed when the Customer is not
          an APLDS subscriber.

     c)   "Third Party Call" means calls placed on the APLDS's network which are
          billed to a third party telephone number, where such third party is
          not an APLDs subscriber but does not maintain an account with Bell.

     d)   "900 Service Calls" means calls placed to an APLDS provided 900
          number, from a telephone which maintains an account with Bell but
          which is not pre-subscribed to the APLDS.

     e)   "Customer" means an end use who purchases communications serves from
          the APLDS and who maintains an account with Bell.

     f)   "Bad Debt" means charges for Eligible Calls which have been
          legitimately billed to Customers, but are not paid by the Customers
          and which are not disputed by the Customers as described in Bell's
          billing and collection services procedures which are provided to the
          APLDS from time to time. Bad Debt specifically excludes charges
          incurred fraudulently.

     g)   "GST" means applicable Goods and Services Tax.

                                       1
<PAGE>

     h)   "PST" means applicable Provincial Sales Tax.

     i)   "Chargeback" means an account receivable which is returned to the
          APLDS by Bell after it has been included on a Customer's invoice.

     j)   "Eligible Calls" mens message toll service calls placed on the
          APLDS's network as described in Article 2.1

     k)   "Recirculated" means held by the APLDS and periodically investigated
          by the APLDS to determine whether the Customer is a subscriber to the
          APLDS's services.

     l)   "Rebilled" means provided to Bell for inclusion on a Customer invoice
          subsequent to being previously included on a Customer invoice by Bell.

                       Article 2  SCOPE OF THE AGREEMENT

     2.1  Subject to Articles 2.2, 2.3 and 2.4, Bell will purchase from the
     APLDS and the APLDS will sell, assign, transfer and set over unto Bell all
     rights, title and interests in and to the accounts receivable for Eligible
     Calls accruing to the APLDS.

     Eligible Calls consist exclusively of:

     a)   Casual Calls other than casual calls to Long Distance Directory
          Assistance (LDDA),

     b)   Collect Calls,

     c)   Third Party Calls,

     d)   900 Service Calls, provided that the 900 Service program associated
          with such calls meets the then current Program Content Guidelines
          specified in Schedule "C" to the Advantage 900 Accounts Receivable
          Management (ARM) Agreement approved from time to time by the Canadian
          Radio- television and Telecommunications Commission, and

     e)   Calls placed over the APLDS's network using the '1+ dialing plan, that
          appear to be Casual Calls, provided that the calls have been
          Recirculated by the APLDS for at least 14 days.

          Bell will not purchase from the APLDS and the APLDS will not sell,
          assign, transfer and set over unto Bell the accounts receivable for
          any other types of calls.

     2.2  Even for Eligible Calls, Bell will not purchase accounts receivable if
     they contain the following types of charges, or if such accounts receivable
     are purchased, Bell may return them or charge them back to the APLDS and
     Bell shall be entitled to recover the full amount of all payments made by
     Bell to the APLDS for such accounts receivable, including taxes, and to
     retain any charge applied by Bell pursuant to Article 6 and 7 hereof.

     a)   For which there are invalid entries in the fields of the associated
          call detail records provided by the APLDS, as defined by the technical
          specification of the services which are provide to the APLDS from time
          to time by Bell,

     b)   For which the associated call detail records do not pass edits for
          validity and consistency or the charge cannot otherwise be billed to a
          Customer,

     c)   Associated with domestic and Canada-USA calls which are more than 60
          days old when first received by Bell and Rebilled calls which are more
          than 120 days old when received by Bell,

                                       2
<PAGE>

     d)   Associated with overseas calls which are more than 120 days old when
          first received by Bell and Rebilled overseas calls which are more than
          180 days old when received by Bell,

     e)   Associated with calls charged to accounts outside of Bell's operating
          territory, including accounts in independent company territories,

     f)   Associated with calls charged to non-existent accounts,

     g)   Associated with calls for which the charge has been duplicated,

     h)   Associated with Third Party Calls or Collect Calls where the charges
          for such calls have not been validated by the APLDS by obtaining the
          concurrence of the billed party at the time each such call was made,

     i)   Associated with calls where the Customer denies knowledge of the call,
          requests an adjustment due to dialing error, or any other conditions
          as described in the billing and collection services procedures which
          are provided to the APLDS from time to time by Bell,

     j)   Associated with fraudulent or suspected fraudulent calls, and

     k)   Associated with calls that are Rebilled more than once.

     2.3  Notwithstanding anything herein, Bell will not purchase and the APLDS
     will not sell, assign, transfer or set over the accounts receivable for 900
     Service Calls associated with programs that do not comply with the then
     current Program Content Guidelines as specified in Schedule "C" to the
     Advantage 900 Accounts Receivable Management (ARM) Agreement approved from
     time to time by the Canadian Radio-television and Telecommunications
     Commission. In the event that the APLDS provides accounts receivable for
     900 Service Calls associated with programs that do not comply with the
     Program Content Guidelines, Bell may return the accounts receivable to the
     APLDS and recover the full amount of the charge including taxes and retain
     any charges applied by Bell pursuant to Article 6 and 7 hereof and, at its
     discretion, terminate the billing of charges for 900 Service Calls under
     the Agreement, subject to the procedures for termination specified in
     Article 12.

     2.4  Title to the account receivable which Bell purchases and the APLDS
     sells, assigns, transfers or sets over pursuant to this Agreement will be
     deemed to have passed to Bell upon such account receivable's successful
     completion of all Bell pre-billing edits.

     2.5  In the event an account receivable is charged back to the APLDS, title
     to such account receivable shall be deemed to have reverted to the APLDS
     upon the APLDS's receipt of the Chargeback record applicable to such
     account receivable.

     2.6  The APLDS will record all necessary billing details, as defined by the
     technical specifications of the services which are provided to the APLDS
     from time to time by Bell, for all Eligible Calls by Customers, calculate
     the amounts owing including taxes, and forward the billing records to Bell.
     Bell will include the relevant charges in statements distributed to
     Customers responsible for the payment of the Eligible Calls.

     2.7  The provision of billing and collection services to the APLDS does not
     preclude Bell from providing billing and collection services or any other
     service to any other parties, including any other alternative providers of
     long distance service.

                                       3
<PAGE>

Article 3  RIGHTS AND RESPONSIBILITIES OF BELL

     3.1  Bell will make available to the APLDS the following billing and
     collection services in accordance with the terms and conditions contained
     herein, any applicable provisions of Bell's Terms of Service and tariffs
     and the technical specification of the services which are provided to the
     APLDS from time to time by Bell:

          a)   Preparation and rendering of bills for charges associated with
               Eligible Calls by Customers and which charges have been purchased
               by Bell.

          b)   Collection of payments for charges relating to Eligible Calls
               made by Customers of the APLDS, including appropriate taxes which
               will be remitted by the APLDS to the appropriate governments as
               specified in Article 5.

          c)   Answering of Customer questions regarding charges billed by Bell
               for Eligible Calls provided by the APLDS, excluding questions
               about the details of the APLDS's services, rates, rate structures
               and similar matters.

          d)   Application of credits and adjustments to Customer accounts, in
               accordance with the billing and collection services procedures
               which are provided by Bell to the APLDS from time to time.

     3.2  Customer billing records which do not pass edits for validity and
     consistency will be returned to the APLDS unprocessed and Bell will not
     purchase such accounts receivable from the APLDS. The edits for validity
     and consistency are described in the technical specifications of the
     services which are provided to the APLDS from time to time by Bell.

     3.3  Accounts receivable for which Bell does not collect payment from the
     Customer may be returned to the APLDS as provided for in Article 2, except
     as provided for in Article 3.4. For these Chargebacks, Bell will return tot
     he APLDS such call detail information as is provided for in the technical
     specifications of the services which are provided to the APLDS from time to
     time by Bell. For these Chargebacks, Bell will recover from the APLDS the
     full amount of all payment made by Bell to the APLDS for the accounts
     receivable, including taxes, and will retain any charges applied by Bell
     pursuant to Articles 6 and 7 hereof.

     3.4  Account receivable which became Bad Debt will not be charged back to
     the APLDS, except as otherwise provided for in Articles 2.2, 2.3 and 3.2.

     3.5  The parties hereto agree and the APLDS represents to Bell that
     Bell will have full power and authority, at any time, to notify any person
     who will be concerned with the assignment of the accounts receivable or
     otherwise affected by it, of the fact that said assignment has been made.
     Furthermore, the APLDS, at Bell's request, will notify any person who will
     be concerned with the assignment of the accounts receivable or otherwise
     affected by it, of the fact that said assignment has been made.

     3.6  The parties hereto agree and the APLDS represents to Bell that Bell
     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. The
     APLDS agrees to execute or obtain execution of all necessary consents
     required to give effect to this Article 3.

     3.7  At any time during the continuance of this Agreement, Bell 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 to Bell hereunder.

                                       4
<PAGE>

     3.8. For any call purchased as an account receivable by Bell and
     subsequently charged back to the APLDS pursuant to Article 2.2i), 2.2j) and
     2.2k) in accordance with the applicable tariffs, Bell shall provide to the
     APLDS the Customer's name, telephone number and billing address associated
     with such a call.

     3.9  All information provided to the APLDS pursuant to this Agreement is
     provided in confidence for the exclusive use of the APLDS. The APLDS 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, co-venturers, etc.

     3.10 All information provided to the APLDS 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 Calls. Without limiting the
     generality of the foregoing, the APLDS may not 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 the APLDS or by any person or entity, of the APLDS or its
     services or products, or of a third party or its services or products, by
     any means.

          Notwithstanding the foregoing, the APLDS may disclose a customer's
     name and address to an agent whom it has retained in the collection of
     Eligible Calls of that customer, provided the information is required for,
     and is to be used only for, that purpose and the APLDS has implemented
     appropriate safeguards to protect the privacy of customers.

Article 4.  RIGHTS AND RESPONSIBILITIES OF THE APLDS

     4.1  The APLDS will record all necessary billing details for all Eligible
     Calls by Customers including calculation of all amounts owing including
     taxes. The billing details will be provided to Bell in accordance with the
     technical specifications of the services which are provided to the a from
     time to time by Bell. The APLDS is solely responsible for the accuracy of
     the billing details provided to Bell.

     4.2  The APLDS will only submit to Bell account receivable for Eligible
     Calls, as described in Article 2. The APLDS agrees that for any other
     accounts receivable which are submitted to Bell, Bell may return or charge
     back the accounts receivable to the APLDS. In such event, Bell will recover
     the full amount of all payments madeby Bell to the APLDS for the accounts
     receivable, including taxes, from the APLDS in accordance with Article 6
     hereof and the APLDS will be required to pay the Bell charges as described
     in Article 7.

     4.3  The APLDS is responsible for calculation and remittance of taxes, as
     described in Article 5.

     4.4  The APLDS must provide for the use of Customers an inquiry telephone
     number and must be accessible at the inquiry telephone number to respond to
     Customer inquiries at not charge to any user of such service. The APLDS
     must speak directly to anyone who has contacted the APLDS via the inquiry
     telephone number within 24 hours of receipt of any such contact.

Article 5  TAXATION

     5.1  Both parties acknowledge that federal and provincial sales or other
     consumption taxes, including GST and PST, may apply to the charges for
     calls provided by the APLDS. The APLDS will be responsible for determining
     all of the taxes applicable to the provision of its services and which must
     be levied on a Customer.

     5.2  The APLDS will calculate and provide to Bell the applicable amounts of
     all taxes due on all charges forwarded to Bell for billing purposes.

                                       5
<PAGE>

     5.3  Bell will bill and collect the taxes provided by the APLDS, on behalf
     of the APLDS, unless Bell identifies the Customer as tax exempt (for
     either, or both, of GST and PST). If a Customer is tax exempt, the
     appropriate tax, or taxes, will be removed, other taxes will be
     recalculated by Bell, if necessary, and the revised tax amounts will be
     billed. Bell will report to the APLDS the amount of tax, or taxes, that
     have been removed or adjusted.

     5.4  The APLDS will be responsible for the remittance of the taxes to the
     appropriate government authorities.

     5.5  In any event, the APLDS will indemnify and hold Bell harmless for any
     outstanding taxes which may subsequently be claimed against Bell as
     purchaser oft he account receivable arising from the APLDS's failure to
     promptly notify Bell of applicable taxes or to remit all applicable taxes.

Article 6  PAYMENT FOR ACCOUNT RECEIVABLE

     6.1  Bell will pay to the APLDS an amount equal to the full value of each
     account receivable recorded less an accounts receivable management
     discount, as detailed in the applicable tariffs, to account for Bad Debt
     associated with the accounts receivablepurchased from the APLDS, and less
     all associated charges specified in this Agreement to the APLDS including
     the full amount of each account receivable returned or charged back to the
     APLDS. The resulting amount will be paid to the APLDS within forty-five
     (45) days of the last day of the calendar month for which the account
     receivable was recorded by Bell, or, in the event of that full payment is
     not made by this time, interest will subsequently accrue on any outstanding
     balance at the rate of 1% per month.

     6.2  In the event that the accounts receivable management discount plus the
     associated charges to the APLDS plus the full amount of all accounts
     receivable returned and charged back to the APLDS exceeds the full value of
     the accounts receivable recorded during a calendar month, the APLDS will
     pay to Bell the difference forty-five (45) days from the last day of that
     monthly or thirty (30) days from the issuance of Bell of an accounting
     showing such difference for the month, whichever occurs later.

     6.3  All monthly accounts will be deemed to have been accepted by the APLDS
     if no written objection will have been made thereto within one hundred and
     twenty (120) days from the date specified on such account. Any agreed
     adjustments arising from any such objection will be reflected in the next
     feasible monthly settlement payment.

     6.4  In the event that the APLDS submits a written objection to Bell, Bell
     shall review the accounts in respect to which the objection shall have been
     made and shall render its decision regarding the objection to the APLDS
     within thirty (30) days.  Bell's decision shall be final.

     6.5  In the event that Bell experiences Chargebacks from Customers
     following the expiration or termination of this Agreement, the APLDS agrees
     to pay Bell the full amount of the accounts receivable charged back plus
     the associated charges forty-five (45) days from the last day of the month
     during which the Chargebacks occur.

Article 7  RATES AND CHARGES

     7.1  In consideration of Bell providing billing and collection services to
     the APLDS as described in this Agreement, Bell will charge the APLDS and
     the APLDS will pay rates and charges as detailed in the applicable tariffs.

Article 8  AUTHORIZATION

     8.1  The APLDS expressly authorizes Bell to use the name of the APLDS for
     the purpose of identifying the APLDS on whose behalf the call is being
     billed in the collection of all accounts receivable.

                                       6
<PAGE>

Article 9  ACCOUNTING TO THE APLDS

     9.1. Bell will provide reports to the APLDS, including an accounting of the
     payment due to the APLDS for the accounts receivable purchased by Bell. The
     reports will be provided according to the technical specifications of the
     services which are provided to the APLDS from time to time by Bell.

     9.2  Any report provided to the APLDS will be deemed to be correct unless
     the APLDS notifies Bell of any discrepancy therein, within sixty (60) days
     from the date the report is issued by Bell.

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

     9.4  The reports described in this article will be the only documentation
     conclusive with respect to accounts receivable and call volumes.

Article 10  LIMITATION OF LIABILITY

     10.1 Bell' s liability shall be subject to the provisions regarding
     liability in its Terms of Service. Without

                                       7
<PAGE>

     restricting the generality of the foregoing, Bell will not be responsible
     to the APLDS for direct, 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 Bell had been advised or is aware of the possibility
     thereof.

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

Article 11 TERM

     11.1 This Agreement will be deemed to come into force on the 26th day
     of August, 1998 and will be effective for an initial period of two years
     from this date and will continue afterwards for successive month-to-month
     periods under the same terms and conditions unless and until terminated by
     either party upon sixty (60) days' 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 will be
     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 Bell 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
     as specified in Article 12.7 below.

     12.2 When 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 as
     its sole discretion to terminate this Agreement as specified in Article
     12.7 below.

     12.3 If in Bell's reasonable judgment, the provision of billing and
     collection services under this Agreement give rise to an unreasonable
     number of Customer complaints, Bell may terminate this Agreement upon
     thirty (3) days prior written notice to the APLDS.

     12.4 In the event that the Chargebacks associated with the APLDS's accounts
     receivable are at a level of 15% or more of the total accounts receivable
     for two (2) consecutive months, or if the Bad Debt associated with the
     APLDS's accounts receivable is at a level of 10% or more of the total
     accounts receivable for two (2) consecutive months, Bell may, at its sole
     discretion, terminate this Agreement as specified in Article 12.7 below.

     12.5 Subject to the terms of this Agreement, 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 below, 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 notice, immediately terminate this Agreement.

                                       8
<PAGE>

     12.7 Prior to termination of this Agreement, 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 If this Agreement is terminated by the APLDS prior to the end of the
     contract term, a charge equal to the remaining balance of monthly
     subscription fees shall apply for the contract term.

     12.9 Without restricting the generality of the foregoing , all provisions
     of this Agreement regarding amounts payable to Bell for services provided
     to the APLDS shall survive termination of this Agreement.

Article 13 NON-WAIVER

     13.1 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.

Article 14 ENTIRE AGREEMENT

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

Article 15 ASSIGNMENT

     15.1 Except as provided herein, neither party will assign or transfer this
     Agreement, or any rights or privileges hereunder, in whole or in part,
     without the written prior approval of the other, provided however that
     nothing herein will prevent Bell from assigning or transferring this
     Agreement to a subsidiary or affiliate of Bell without the consent of the
     other party.

     15.2 This Agreement will be binding upon the respective successors and
     permitted assigns of the parties hereto.

Article 16 GOVERNING LAW

     16.1 The terms of this Agreement will be governed by the law of the
     province where this Agreement is executed by the last signing party. In the
     absence of any indication to that effect on this Agreement, the law of the
     Province of Ontario will apply.

Article 17 REGULATORY APPROVAL

     17.1  This Agreement, including the rates, terms and conditions specified
     herein and in the applicable tariffs, are subject to all applicable
     regulatory approvals. Such rates, terms and conditions may be modified from
     time to time in accordance with and subject to the approval of the Canadian
     Radio, Television and Telecommunications Commission.

Article 18 INTERPRETATION

     18.1 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.

                                       9
<PAGE>

     18.2 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 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 19 SEVERABILITY

     19.1 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 the Agreement and the remaining provisions of
     the Agreement will remain in full force and effect and will be binding upon
     the parties hereto as though the said clauses or part or parts of clauses
     had never been included, provided, however, that in the events that the
     removal of such clause or clauses renders this Agreement ineffective in the
     assessment of Bell, Bell shall have the right to terminate this Agreement
     as specified in Article 12.7

Article 20 NOTICES

     20.1 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

     APLDS as follows:

          Yak Communications, Inc.
          3460 Bathurst Street
          Toronto, Ontario M6A 2C4

     and to Bell at the following address:

          Andy Zankowicz
          Bell Canada - Carrier Services
          2 Fieldway Road, Floor 11
          Toronto, Ontario M8Z 3L2

     20.2 The date of receipt of such communication 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 have been mailed, except in the event of a
     mail strike this latter presumption will not apply.

     20.3 Either party may change its address for notice under Article 20
     without obtaining consent from the other party, provided, however, that it
     notifies the other party in writing of its new address.

Article 21 FORCE MAJEURE

     21.1 Neither party will be held liable for any delay or failure in
     performance of any party 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, or
     any other cause or whatsoever nature or kind beyond the reasonable control
     of either party.

Article 22 LANGUAGE

     22.1 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.

                                       10
<PAGE>

    IN WITNESS WHEREOF the parties have executed this Agreement

This 26th day of August, 1998, in the City of Toronto Province of Ontario by the
APLDS Yak Communications (USA), Inc.


Witnessed by:                   (     Per /S/ CHARLES ZWEBNER
                                )
/s/ Moshe Friedman              (     Charles Zwebner
 (Signature of Witness)         )
                                (     President
Moshe Friedman                  )
(Name of Witness)               (     (PLEASE PRINT OR TYPE NAME
                                )     AND TITLE OF PERSON WHO
                                      ACTUALLY SIGNS)
(Address)

                                      AND

This 28th day of August, 1999, in the city of Toronto Province of Ontario by
Bell Canada

Witnessed by:                   (     Per /S/ B.R. DIXON
                                )     -------------
  /S/DEBORAH KING               (     B.R. Dixon Name
  (Signature of Witness)        )
                                (     V.P. Carrier Services Title
  Deborah King                  )
  (Name of Witness)             (     (PLEASE PRINT OR TYPE NAME
                                )     AND TITLE OF PERSON WHO
                                (     ACTUALLY SIGNS)
  (Address)

                                      11