<PAGE>

                                  EXHIBIT 4.1


THIS ASSOCIATE AGREEMENT made as of the 7th day of April, 1998.


BETWEEN:

                           ExpediaCom Global Inc. a Company duly incorporated
                           under the laws of the State of Nevada, with its head
                           office in the City of Las Vegas in the State of
                           Nevada, and its Canadian Division Subsidiary Office
                           at Unionville, in the Province of Ontario

                           ("ExpediaCom")

                           OF THE FIRST PART

AND:

                           JanSus Telecom Services Inc. a Company duly
                           incorporated under the laws of the Dominion of
                           Canada, with its head office in the City of Ottawa in
                           the Province of Ontario

                           ("JanSus")

                           OF THE SECOND PART


         WHEREAS ExpediaCom is engaged in the business of providing consulting
         services, including the management of business relationships;

         AND WHEREAS JanSus professes an expertise in providing consulting
         services in the area of telecommunications strategic market planning,
         product planning, product management and various telecommunications
         processes including marketing, technology and operations processes and
         the implementation of these processes;

                                       1
<PAGE>

THIS AGREEMENT WITNESSES that JanSus hereby agrees to Associate with ExpediaCom
for the purpose of providing professional services which, upon completion, shall
become the property of ExpediaCom upon the following terms and conditions:


1.       PROFESSIONAL SERVICES

         (a)      The professional services to which this Agreement applies,
                  shall be in accordance with Schedule "A" attached hereto and
                  forming part of this Agreement.

         (b)      In the event that ExpediaCom desires to change the scope of
                  work as is set out in Schedule "A" attached then in such event
                  the following shall occur:

                  (i)      Both parties shall agree in writing to any amendment
                           to either a segment of Schedule "A" or the insertion
                           of a new segment;

                  (ii)     Remuneration levels will be reviewed and revised in
                           accordance with the revised scope of work proposed.


2.       PERSONAL COVENANT AND DELEGATION

         Notwithstanding anything else contained herein, it is in agreement
         between the parties that Susanna Letwin shall provide the principal
         services on behalf of JanSus as set forth in Schedule "A".
         Notwithstanding the same, JanSus shall be at liberty to provide
         additional personnel whether by way of employee or subcontractor to
         work on the said project on the understanding that the compensation set
         forth above shall be billable only by Susanna Letwin on behalf of
         JanSus, unless agreed to in writing by ExpediaCom.


3.       STATUS OF CONTRACTOR

         It is expressly acknowledged by the parties hereto that JanSus is an
         "Independent Contractor" with respect to ExpediaCom and nothing in this
         Agreement is intended nor shall be construed to create an
         employer/employee relationship, a joint venture relationship, or a
         partnership relationship, or to allow ExpediaCom to exercise control or
         direction over the manner or method by which JanSus performs the
         services which are the subject matter of this Agreement, provided
         always that the services to be provided hereunder by JanSus shall be
         provided in a manner consistent with the standards governing such
         services and provisions of this Agreement. ExpediaCom understands and
         agrees that:

         (a)      JanSus' personnel will not be treated as employees of
                  ExpediaCom for tax purposes;

                                       2
<PAGE>

         (b)      ExpediaCom will not withhold on behalf of JanSus or JanSus'
                  employees pursuant to this Agreement any sums for income tax,
                  U.I.C., C.P.P. or any other withholdings and benefits, such
                  sums, if any, are the sole responsibility of JanSus, and;

         (c)      JanSus will indemnify and hold harmless ExpediaCom from any
                  and all loss or liability arising with respect to such
                  payments, withholdings, and benefits, if any, excepting any
                  fines and levies occasioned by ExpediaCom's failure to timely
                  notify JanSus thereof. This Agreement strictly prohibits
                  JanSus from incurring liability, in any form, on behalf of
                  ExpediaCom in the undertaking of the activities, and as per
                  the conditions, of this Agreement.


4.       EXPEDIACOM OBLIGATIONS

         ExpediaCom shall ensure at all times that JanSus has access to such
         information, employees of ExpediaCom, customers of ExpediaCom or any
         other personnel involved in the project as set out in Schedule "A" as
         may be required by JanSus to perform the services set out in the said
         Schedule.


5.       DURATION OF THIS AGREEMENT

         This Agreement shall be for a period of One year (1) year, commencing
         retroactively on the 1st day of January, 1998 and ending December 31st,
         1998, based on an estimated engagement of Three (3) days per week.


6.       COMPENSATION

         (a)      ExpediaCom shall pay to JanSus a per diem of SIX HUNDRED
                  ($600.00) DOLLARS CDN billable in half day increments. The per
                  diem is deemed to be Eight (8) hours.

         (b)      Payment shall be remitted to JanSus net Thirty (30) days of
                  the invoice date as submitted by JanSus.

         (c)      The parties agree that the first invoice to be rendered by
                  JanSus shall include Two and one-half (2.5) days of work
                  provided to ExpediaCom by JanSus prior to the commencement
                  date of this Agreement.

         (d)      JanSus reserves the right to withhold its services in the
                  event of default of payment of any invoice when due by
                  ExpediaCom. Such withholding of services shall not constitute
                  a breach of this Agreement.

                                       3
<PAGE>

         (e)      Interest on overdue accounts will be at the rate of One (1%)
                  percent per month on the outstanding balance.


7.       BONUS INCENTIVE

         (a)      Based on JanSus completing the projects earlier than the
                  stated due dates in Fifty (50%) percent or more of the
                  projects set out in Schedule "A" attached, ExpediaCom will pay
                  JanSus a bonus equivalent to Fifteen (15%) percent of the
                  amount paid in consulting fees to JanSus during the contract
                  period as defined in Section 1: Duration of This Agreement,
                  above.


         (b)      JanSus shall include the calculation of any bonus incentive
                  due with the last invoice for that segment which shall be due
                  and payable Thirty (30) days from the date of invoice.


8.       DISBURSEMENTS

         ExpediaCom agrees to reimburse JanSus the Associate for out of pocket
         disbursements for travel, hotel accommodations, meals, administrative
         and other project costs on condition that any single expense which
         exceeds Five Hundred ($500.00) Dollars is approved in writing and in
         advance by ExpediaCom. ExpediaCom shall not be responsible for any
         single disbursement in excess of Five Hundred ($500.00) Dollars to
         which it has not given written approval in advance.


9.       AMENDMENT OF THIS AGREEMENT

         Any changes to this Agreement must be in writing and signed by both
         parties in order to be effective. The party wishing to amend this
         Agreement shall serve notice on the other party in accordance with the
         notice provision set out below.


10.      EARLY TERMINATION OF THIS AGREEMENT

         Either party to this Agreement may terminate this Agreement, on Thirty
         (30) days written notice to the other in accordance with the notice
         provision set out below.

         In the event that ExpediaCom elects to terminate this Agreement it
         shall pay to JanSus the equivalent of Twenty (20) days per diem in lieu
         of notice.

                                       4
<PAGE>

         In the event that JanSus elects to terminate this Agreement then JanSus
         shall be limited to a maximum of Twenty (20) billable days during the
         said Thirty (30) day notice period. ExpediaCom may elect to accept such
         notice of termination prior to the expiration of the said Thirty (30)
         day period, in which case JanSus shall be entitled to bill and be paid
         only to the date of such notice by ExpediaCom of such acceptance.


11.      EFFECTS OF TERMINATION

                  Upon termination of this Agreement, as herein above provided,
                  neither party shall have any further obligation hereunder
                  except for:

                  (a)      obligations accruing prior to the date of
                           termination; or

                  (b)      obligations, promises, or covenants contained herein
                           which are expressly made to extend beyond the term of
                           this Agreement, including, without limitation,
                           confidentiality of information, and indemnities.


12.      NOTICE

         Any notice of a proposed amendment or notice of termination, early or
         otherwise, as set out in the appropriate sections herein, shall require
         Thirty (30) days written notice prior to the date on which the
         amendment or termination is to take effect and shall be required in
         written form, and delivered to the business address of the parties to
         this Agreement set forth below:

         ExpediaCom Global Inc.
         5300 West Sahara
         Suite 101
         Las Vegas, Nevada
         U.S.A.  89102

         ExpediaCom Inc.
         A Division of ExpediaCom Global Inc.
         4261 - A14, Highway 7
         Suite 160
         Unionville, Ontario
         L3R 9W6

         JanSus
         7 Forsyth Lane
         Nepean, Ontario
         Canada
         K2H 9H1

                                       5
<PAGE>

         Any notice which is required to be served under this Agreement shall be
         served by registered mail at the address as set forth above and the
         party upon whom the notice is being served shall have been deemed to
         have received the notice on the fifth day following the day on which
         this notice was mailed.


13.      CONFIDENTIALITY

         (a)      Any information discussed at Business Development Meetings or
                  any other information obtained by JanSus as a result of this
                  Agreement shall, at all times, be considered confidential. In
                  the course of performing professional services for ExpediaCom
                  and during any Business Development Meetings, JanSus will or
                  have become aware or have access to financial, business,
                  marketing and other information, data, reports, tenders,
                  opinions and other materials and documents, tangible or
                  intangible, oral or written, which is the proprietary
                  information of ExpediaCom's clients (Confidential
                  Information).

         (b)      JanSus agrees to keep in strictest confidence all Confidential
                  Information (as defined above) which JanSus may acquire in
                  connection with or as a result of performance of this
                  Agreement and agrees not to publish, communicate, divulge or
                  disclose to any unauthorized third party or parties any
                  information, without the prior written consent of ExpediaCom,
                  during the term of this Agreement or at any time subsequent to
                  it.

         (c)      JanSus agrees not to use any of the foregoing Confidential
                  Information except for the furtherance of its obligations
                  under this Agreement.


14.      ASSIGNMENT

         No assignment of this Agreement or the rights and obligations hereunder
         shall be valid without the specific written consent of both parties
         hereto.


15.      WAIVER OF BREACH

         The waiver by any party of a breach or violation of any provision of
         this Agreement shall not operate as, or be construed to be, a waiver of
         any subsequent breach of the same or other provision hereof.

                                       6
<PAGE>

16.      GENDER AND NUMBER

         Whenever the context hereof requires, the gender of all words shall
         include the masculine, feminine and neuter and the number of all words
         shall include the singular and the plural.


17.      SEVERABILITY

         In the event any provision of this Agreement is held to be
         unenforceable for any reason, the non enforceability thereof shall not
         affect the remainder of this Agreement, which shall remain in full
         force and effect and enforceable in accordance with its terms.


18.      ARTICLES AND OTHER HEADINGS

         The articles and other headings contained in this Agreement are for
         reference purposes only and shall not affect in any way the meaning or
         interpretation of this Agreement.


19.      ENTIRE AGREEMENT

         This Agreement supersedes all previous contracts and constitutes the
         entire agreement between the parties. No oral statements or prior
         written material not specifically incorporated herein shall be of any
         force and effect and no changes in or additions to this Agreement shall
         be recognized unless incorporated herein by amendment as provided
         herein, such amendment(s) to become effective on the date stipulated in
         such amendments. ExpediaCom specifically acknowledges that in entering
         into and executing this Agreement, JanSus is relying solely upon the
         representations and agreements contained in this Agreement and no
         others.


20.      INTERPRETATION

         It is mutually agreed between the parties that this Agreement shall be
         interpreted in accordance with the laws of the Province of Ontario and
         that the jurisdiction for any action commenced by either party as
         against the other shall be the appropriate Court at the City of Ottawa
         in the Province of Ontario.

                                       7
<PAGE>

IN WITNESS WHEREOF the parties hereunto affixed their hands and seals, and the
Corporation has hereunto affixed its corporate seal under the hands of its duly
authorized officers in that behalf.

DATED at Ottawa, this 7th day of April, 1998.

SIGNED, SEALED AND DELIVERED  )
         in the presence of:  )  ExpediaCom Global Inc.
                              )  Per:
                              )
                              )  _____________________


                              ) JanSus Telecom Services Inc.
                              ) Per:
                              )
                              ) ______________________
                              )

                                       8