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        BILLING AND COLLECTION SERVICES AGREEMENT

        This Agreement is made in duplicate this 1 day of (month) November,
        (year) 2001,

        between YAK COMMUNICATIONS (CANADA) INC. (name),
                55 Town Centre Court, Suite 610 (address)
                Scarborough, Ontario M1P 4X4 (city and province),

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

        and     BELL CANADA (name),
                1050 Beaver Hall Hill (address)
                Montreal, Quebec H2Z 1S4 (city and province),

        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 Receivable received from
            the SP to compensate the Biller for its liability for Bad Debt.

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        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.

        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

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            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 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

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        collect these Accounts Receivable from the Customer.

3.2     The following types of Accounts Receivable, may be 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 Eligibie 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;

        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.

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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 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 Biller

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 Biller'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;

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        c)  answering of Customer questions regarding charges billed by the
            Biller for Eligible Services provided by the SP, 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 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 al1 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.

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

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        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 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

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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.

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 till value of the

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        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.

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

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        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 1 day of January, 2002
and will continue afterwards for successive month-to-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

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        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 assocated 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 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 favour 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.

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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
            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

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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 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.

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

                                                                   Page 13 of 19

<PAGE>

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 (eg. 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 Party 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.

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.

                                                                   Page 14 of 19

<PAGE>

Article 21      Governing Law

The terms of this Agreement will be governed by the laws of the Province of
Ontario 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 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.

                                                                   Page 15 of 19

<PAGE>

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:

        Charles Zwebner, President
        Yak Communications (Canada) Inc
        55 Town Centre Court, Suite 610
        Scarborough, Ontario MlP 4X4
        Fax (416) 279-1372

        and to the Biller at the following address:

        Bell Canada -- Carrier Services
        Suite 1200 -- 250 Yonge Street
        Toronto, Ontario N5B 1C8
        Attention: Barry Dixon, Senior Vice President -- Carrier Services
        Fax (416) 593-7161

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 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.

                                                                   Page 16 of 19

<PAGE>

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.

                                                                   Page 17 of 19

<PAGE>


          IN WITNESS WHEREOF the Parties have executed this Agreement.

This 1st day of (month) November (year) 2001, in the city of Scarborough
     ---                --------        ----                 -----------
Province of Ontario by the SP Yak Communications (Canada) Inc.
            -------           --------------------------------
(PLEASE INSERT NAME)



                (Per /s/ Charles Zwebner     Signature
                     -----------------------
                )
                (    Charles Zwebner         Name
                )---------------------------

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




                                      AND

This 12 day of (month) November (year) 2001, in the city of Toronto Province of
     --                --------        ----                 -------
Ontario by the Biller
-------

--------------------------
(PLEASE INSERT NAME)



                (Per /s/ Barry Dixon, Senior              Signature
                     ---------------------------------
                )
                (    Barry Dixon, Senior                  Name
                )-------------------------------------

                (    Vice President - Carrier Services    Title
                 -------------------------------------
                )
                (  (PLEASE PRINT OR TYPE NAME
                )   AND TITLE OF PERSON WHO
                (   ACTUALLY SIGNS)


                                                                   Page 18 of 19

<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

                                                                   Page 19 of 19

<PAGE>

                                                                       CRTC 7516
                                                             ORIGINAL   PAGE 17F
                                                                   Part/Partie 2

      ACCESS SERVICES TARIFF FOR    /  TARIF DE SERVICES D'ACCES VISANT
INTERCONNECTION WITH INTEREXCHANGE  /  L'INTERCONNEXION AVEC LES FOURNISSEURS
                CARRIERS (IXC'S)    /  DE SERVICES INTERCIRCONSCRIPTIONS (FSI)
--------------------------------------------------------------------------------
                                    N
    ACCESS ARRANGEMENTS             |         INSTALLATIONS D'ACCES
                                    |
Item                                |Article
                                    |
42. Billing and Collection Service  |42. Service de facturation et de perception
                                    |
    1. Description of Service       |    1. Description du service
                                    |
    (a) The Company will provide    |    (a) La compagnie fournira un service
    Billing and Collection Service  |    de facturation et de preception pour
    for eligible message toll       |    les appels SICT admissibles, tels
    service calls, as defined       |    que definis dans le contrat de
    in the Company's Billing and    |    services de facturation et de percep-
    Collection Services Agreement,  |    tion de la compagnie, qui sont
    which are completed over the    |    achemines par l'entremise du reseau
    IXC's network, at the rates     |    du FSI, aux tarifs indiques en 3.
    specified in 3. below.          |    cidessous. Les service de facturation
    Billing and Collection          |    et de perception comprend ce qui
    Service includes:               |    suit:
                                    |
    (1) Preparation and rendering   |    (1) Etablissement et remise de
    of bills for charges purchased  |    factures pour les frais achetes du
    by the Company, from the IXC,   |    FSI par la compagnie correspondant
    which are associated with       |    aux appels admissibles fairs par
    eligible calls by customers     |    les abonnes du FSI qui ont egalement
    of the IXC who also maintain    |    un compte aupres de la compagnie.
    accounts with the Company.      |
                                    |
    (2) Collection of payments for  |    (2) Perception des paiements pour
    charges associated with eligible|    les frais correspondant aux appels
    calls made by customers of the  |    admissibles faits par les abonnes du
    IXC, including appropriate      |    FSI, y compris les taxes, lesquelles
    taxes which will be remitted    |    dovient etre remises par la FSI aux
    by the IXC to the appropriate   |    administrations appropriees.
    governments.                    |
                                    |
    (3) Answering of customer       |    (3) Response aux questions des abonnes
    questions regarding charges     |    protant sur les frais factures par la
    billed by the Company for       |    compagnie pour les appels admissibles
    eligible calls provided by the  |    fournis par la FSI, sauf les questions
    IXC, excluding questions about  |    visant a obtenir des precisions sur
    the details of the IXC's        |    les services, les tarifs, les struc-
    services,  rates, rate struc-   |    tures tarifaires du FSI et d'autres
    tures and similar matters.      |    sujets semblables.
                                    |
    (4) Application of credits and  |    (4) Application des credits et des des
    and adjustments to customer     |    rajustements au compte des abonnes,
    accounts, in accordance with    |    conformement aux procedures de
    billing and collection serv-    |    facturation et de preception qui sont
    ices procedures which are pro-  |    fournies au FSI de temps a autre par la
    vided to the IXC from time to   |    compagnie.
    time by the Company.            |
                                    |
    2. Terms and Conditions         |    2. Modalites
                                    |
    (a) The IXC must execute a      |    (a) Le FSI doit conclure avec la
    Billing and Collection Services |    compagnie un contrat de services de
    Agreement, which details the    |    facturation et de perception qui
    terms and conditions of the     |    precise les modalites regissant
    service, with the Company.      N    le service.










See page 3 for explanation of symbols/Voir liste des symboles page 3.
--------------------------------------------------------------------------------
Issued/Publication 1997 05 09       Effective date/Entree en vigueur 1997 07 01
Authority: Telecom. Decision        Cf. Decision Telecom. CRTC 97-6 Du 10
CRTC 97-6 April 10, 1997.           avril 1997.




<PAGE>



                                                                       CRTC 7516
                                                               ORIGINAL PAGE 17G
                                                                   Part/Partie 2

ACCESS SERVICES TARIFF FOR          |  TARIF DE SERVICES D'ACCES VISANT
INTERCONNECTION WITH INTEREXCHANGE  |  L'INTERCONNEXION AVEC LES FOURNISSEURS
                  CARRIERS (IXC'S)  |  DE SERVICES INTERCIRCONSCRIPTIONS (FSI)
------------------------------------------------------------------------------
                                    N
     ACCESS ARRANGEMENTS            |         INSTALLATIONS D'ACCESSS
                                    |
Item                                |   Article
                                    |
42. Billing and Collection Service  |42. Service de facturation et de perception
                                    |
   3. Rates                         |   3. Tarifs
                                    |
   (a) An Accounts Receivable       |      (a) Une reduction au titre de la
   Management discount will apply   |      gestion des comptes d'abonnes sera
   to each account receivable       |      appliquee a chaque compte d'abonne
   purchased from the IXC.          |      achete d'un FSL
                                    N
-------------------------------------------------------------------------------
   (b)                                                             Charge/Frais
-------------------------------------------------------------------------------

Accounts Receivable Manangement          Reduction au titre de la gestion des
discount, as a percentage                comptes d'abonnes, en pourcentage de la
of the value of the accounts             valeur des comptes d'abonnes
receivable purchased.....                achetes....................   2.51%

-------------------------------------------------------------------------------
   (c) Processing charges per       N      (c) Des frais de traitement par
   account receivable purchased from|      compte d'abonne achete d'un FSI
   the IXC will apply each time an  |      seront exigibles chaque fois qu'un
   account receivable is:           |      compte d'abonne est:
                                    |
   i)   returned prior to billing   |      i)   retourne avant la facturation
   ii)  billed to a customer, or    |      ii)  facture a un abonne, ou
   iii) returned or charged back to |      iii) retourne ou retrofacture au FSI
        the IXC after billing.      |           apres la facturation.
                                    N
-------------------------------------------------------------------------------
   (d)                                                             Charge/Frais
-------------------------------------------------------------------------------

Processing charge per account               Frais de traitement par compte
receivable returned prior to billing.       d'abonne retourne avant
                                            la facturation............. $0.0349

Processing charge per account receivable    Frais de traitement par
billed.                                     compte d'abonne facture....  0.1163

Processing charge per account receivable    Frais de traitement par
returned or charged back after billing      compte d'abonne retourne
                                            ou retrofacture apres la
                                            facturation................  5.44
--------------------------------------------------------------------------------




See page 3 for explanantion of symbols/Voir liste des symboles page 3.
--------------------------------------------------------------------------------
Issued/Publication 1997 05 09       Effective date/Entree en vigueur 1997 07 01
Authority: Telecom. Decision        Cf. Decision Telecom. CRTC 97-6 du 10
CRTC 97-6 April 10, 1997.           avril 1997.