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                                                                  Exhibit 10.1


                             AMENDMENT NO. 1 TO THE
                     PURCHASE, RESALE AND MARKETING AGEEMENT

     THIS AMENDMENT NO. 1 ("AMENDMENT") TO THE PURCHASE, RESALE AND MARKETING
AGREEMENT ("AGREEMENT") is made on this 30th day of April, 2002 ("Effective
Date") by and between Telesector Resources Group, Inc., d/b/a Verizon Services
Group ("Verizon") and Genuity Solutions Inc. ("Genuity").

     WHEREAS, the parties entered into the Agreement on June 27, 2000 and desire
to amend the Agreement terms relating to Purchase Commitments referenced in
section 7.3 of the Agreement and in Attachment 1 to the Agreement;

     NOW, THEREFORE, for good and valuable consideration, sufficiency and
receipt of which is hereby acknowledged, the parties agree as follows:

     The following terms are added to Attachment 1 of the Agreement:

1.   Within thirty (30) days of the Effective Date of this Amendment , Verizon
     will prepay Genuity $100,000,000 ("Prepayment") of the Purchase Commitment
     for Genuity Services.

2.   The foregoing Prepayment shall be reflected by Genuity as credits in favor
     of Verizon on undisputed invoices for Genuity Services purchased by Verizon
     on or after the Effective Date and provided by Genuity to Verizon under the
     Agreement. Such credits will be set off by Genuity in such invoices against
     charges for Genuity Services ordered by Verizon on or after the Effective
     Date and provided to Verizon under the Agreement until exhaustion of the
     Prepayment.

3.   The full amount of the foregoing Prepayment, upon payment by Verizon to
     Genuity, shall be immediately credited by Genuity towards the Purchase
     Commitment.

4.   Upon payment of the Prepayment by Verizon to Genuity, notwithstanding any
     contrary term in the Agreement, the Purchase Commitment shall be reduced
     from $500,000,000 to $491,000,000 which reduction represents the parties'
     agreement to the time value of money associated with the foregoing
     Prepayment. This reduced amount of $491,000,000 shall supersede all
     references to the Purchase Commitment value of $500,000,000 in the
     Agreement.

5.   Upon payment of the Prepayment by Verizon to Genuity, notwithstanding any
     contrary term in the Agreement, the Interim Purchase Commitment Milestone
     set forth in section B of Attachment 1 to the Agreement shall be deemed
     satisfied and discharged. However, the Purchase Commitment will remain as
     stated in Section 4 above subject to offsetting credits for amounts that
     count toward the Purchase Commitment as described in more detail in the
     Agreement and this Attachment 1.


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6.   If Genuity materially defaults in the provision of Genuity Services subject
     to the Prepayment made by Verizon to Genuity ("Prepaid Genuity Services")
     and Genuity fails to cure such default within the default cure period set
     forth in section 6.2 of the Agreement, the total of the price for the
     Prepaid Genuity Services associated with such Genuity default will be
     credited against and count toward the Purchase Commitment unless such
     Genuity default results from a material uncured breach by Verizon, wrongful
     action or inaction by Verizon customers, and/or Force Majeure events set
     forth in section 14.6 of the Agreement.

7.   Purchases of the following services by Verizon from Genuity made on or
     after the effective date that such services are added to the Agreement or
     on or after the effective date of a separate written agreement for such
     services shall be credited against and count toward the Purchase
     Commitment: voice over Internet Protocol services and managed wavelength
     services, provided that the parties enter into a mutually agreed to Service
     Schedule adding these services to the Agreement or enter into separate
     written agreement(s) signed by the parties for such services. Such separate
     agreements will contain terms that state that purchases of such services
     made on or after the effective date of such separate agreements will count
     toward and be credited against the Purchase Commitment set forth in the
     Agreement. Genuity's agreement, as stated in this paragraph, does not
     constitute acknowledgement by Genuity that it is required, under the
     Agreement, to offer these services to Verizon.

     As modified by this Amendment, the terms of the Agreement shall continue in
full force and effect.

     IN WITNESS WHEREOF, the parties have caused their respective authorized
representatives to sign this Amendment as of the Effective Date first written
above.

TELESECTOR RESOURCES GROUP,             GENUITY SOLUTIONS INC.
INC., D/B/A VERIZON SERVICES GROUP