EXHIBIT 10


Memorandum of Agreement  entered into at Montreal,  Quebec as of this 6th day of
April, 2000

BETWEEN:

                  THE TORONTO-DOMINION BANK
                  ("the Bank")


AND:              9066-4871 QUEBEC INC.
                  c.o.b. Planet 411.com
                  (the "Master Merchant")



Definitions - All capitalized terms used in this Master Merchant Agreement which
are not defined herein shall have the meaning ascribed thereto in the Agreement.

"Agreement"  means  the  Toronto-Dominion   Bank  Electronic  Commerce  Merchant
Services  Agreement in the form  attached  hereto as Schedule 1 or as amended in
accordance with the terms of the Agreement or by mutual agreement in writing.

"Application" means all information,  documentation and properly completed forms
required by the Bank,  in its sole  discretion,  from time to time,  in order to
determine,  in its discretion whether to provide Merchant Services to a Proposed
Merchant.

"Merchant  Services"  means the  provision by the Bank of services  enabling the
Merchants  to accept  Charge  Cards and Other Cards to pay for  merchandise  and
services in accordance with the terms of the Agreement.

"Proposed Merchant" means a person who the Master Merchant proposes to, with the
Bank, enter into an Agreement for the provision of Merchant Services.

1.       The Master  Merchant and the Bank hereby agree to be bound by the terms
         of the Agreement attached hereto as Schedule 1.

2.       The Bank shall review Applications submitted by the Master Merchant and
         Proposed Merchants and, in its sole discretion, decide the following:

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     a)   whether to offer or decline to offer  Merchant  Services to a Proposed
          Merchant;

     b)   the  terms on which it  chooses  from  time to time to offer  Merchant
          Services to a Proposed Merchant  including,  without  limitation,  the
          Discount Rate and Holdback Amount; and

     c)   whether to negotiate  with,  terminate  negotiation  with, deal on any
          terms with to provide Merchant  Services or to terminate the provision
          of Merchant Services to any Proposed Merchant or Merchant.

3.   The  Master  Merchant  is not an  agent  of the  Bank.  The  signing  of an
     Agreement by the Master Merchant and a Proposed Merchant shall not bind the
     Bank until the Bank signs the Agreement.

4.   The  Parties  hereto  hereby  acknowledge  that  they  have  required  this
     agreement and all related documents to be drawn up in the English language.
     Les parties  reconnaissent  avoir demande que le present  contrat ainsi que
     les documents qui s'y rattachent soient rediges en langue anglaise.


IN WITNESS WHEREOF, the parties have signed this Agreement, as of the date above
written.

THE TORONTO-DOMINION BANK


per:              /s/ Guy Beauregard
Name:             Guy Beauregard
Title:            Manager, Commercial Visa Services

I have the authority to bind the Bank.



9066-4871 QUEBEC INC.
c.o.b. Planet 411.com


per:              /s/ Stephane Chouinard
Name:             Stephane Chouinard
Title:            Director

I have authority to bind the Corporation.



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Schedule 1

THE  TORONTO-DOMINION  BANK  ELECTRONIC  COMMERCE  MERCHANT  SERVICES  AGREEMENT
entered into as of this day of , 2000


BETWEEN:          9066-4871 QUEBEC INC.,
                  c.o.b. Planet 411.com
                  (the "Master Merchant")

AND:
                  (the "Merchant")

AND:              THE TORONTO-DOMINION BANK
                  (the "Bank")



1.       DEFINITIONS

The following terms used in this Agreement shall have, except where inconsistent
with the context, the following meanings:

(a)      "Business  Day"  means  any  day,  other  than a  Saturday,  Sunday  or
         statutory  holiday observed in the Province in which this Agreement was
         executed unless another Province is indicated herein;

(b)      "Cardholder"  means a  person,  other  than the  Master  Merchant,  the
         Merchant  or a  person  who is not at  arm's  length  with  the  Master
         Merchant  or the  Merchant,  whose name is embossed on a Charge Card or
         Other Card or a person whose  signature  appears in the signature panel
         on the reverse of a Charge Card or Other Card;

(c)      "Charge Card" means an unexpired  VISA card bearing  distinctive  Blue,
         White and Gold colour bands with which the Merchant hereby acknowledges
         it is familiar;

(d)      "Chargeback  Account" means a Bank account held by the Master  Merchant
         referred to in Paragraph 19.4 of this  Agreement  wherein the amount of
         Transactions  charged back by the Bank to the Merchant shall be debited
         in the discretion of the Bank.

(e)      "Cut-over" means the time selected by the Master Merchant and agreed to
         by  the  Bank  to be the  time  from  which  transactions  start  to be
         considered as having been made the next Business Day in Ontario for the
         purpose  of  Section  3.1  hereto,  which  time may be  changed  at the
         discretion of the Bank with Special Notice to the Master Merchant;

(f)      "Discount  Rate"  means the  merchant  discount  rate  payable for each
         Transaction to the Bank, expressed as a percentage, which is set by the
         Bank and provided to the Master  Merchant and the Merchant from time to
         time;

(g)      "Electronic  Commerce  Facilities" means the Master Merchant's computer
         software and hardware and all other computer software and hardware that
         enables the  processing of Electronic  Commerce  Transactions  over the
         Internet;

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(h)      "Electronic  Commerce  Transaction"  means a  Transaction  between  the
         Merchant and a Cardholder over the Internet using  Electronic  Commerce
         Facilities;

(i)      "Holdback  Account" means the Bank account with the Bank referred to in
         Paragraph  19.3 held by the Master  Merchant  into  which the  Holdback
         Amount  and  proceeds  of  Electronic  Commerce  Transactions  of other
         Merchants  contracting  with  the  Master  Merchant  and the  Bank  are
         deposited  and over which  account  funds the Bank holds  security  and
         which shall at all times be separately accounted for;

(j)      "Holdback  Amount"  means  the  amount  of  the  Merchant's  Electronic
         Commerce  Transaction proceeds to be maintained in the Holdback Account
         as set out in Schedule "A" to this Agreement;

(k)      "Master  Merchant  Account"  means the Bank  account held by the Master
         Merchant  referred to in Paragraph 19.1 of this Agreement and any other
         Bank account(s) as designated by the Bank and the Master Merchant;

(l)      "Master Merchant  Agreement"  means the Agreement  between the Bank and
         the Master Merchant dated April 6th, 2000;

(m)      "Merchant Account" means the bank account held by the Merchant referred
         to in Paragraph 19.2 of this Agreement;

(n)      "Merchants'   Agreement"   means   all   agreement(s)   governing   the
         relationship between the Master Merchant and the Merchant;

(o)      "Other  Card" means any credit card which is not a Charge  Card,  which
         the Merchant is obliged by agreement  with a Third Party or the Bank to
         honour,  and which such Third Party and the Bank agree may be processed
         through the Electronic Commerce Facilities;

(p)      "Sale" and "Sell"  mean  selling,  renting  or  otherwise  distributing
         merchandise or services;


(q)      "Special Notice" means notice in accordance with Paragraph 16.2 of this
         Agreement;


(r)      "Transaction" means the sale of merchandise or services by the Merchant
         initiated by use of a Charge Card or Other Card;

(s)      "Third Party" means a person with whom the Merchant has an agreement to
         honour an Other Card.


2.       ELECTRONIC COMMERCE PROCEDURES

2.1      The  Merchant  shall  offer  merchandise  and/or  services  for sale to
         Cardholders  by  means  of the  Merchant's  website  on  the  Internet.
         Cardholders  may pay for  merchandise or services with a Charge Card or
         Other Card by means of the Electronic Commerce Facilities.

2.2      The Master  Merchant  and the  Merchant  shall act on all  instructions
         communicated  from time to time by the Bank to the Master  Merchant and
         the Merchant by means of the Electronic Commerce Facilities.

2.3      The  Master  Merchant  and the  Merchant  shall not charge any sum to a
         Cardholder  and shall not submit or permit to be  submitted to the Bank
         an Electronic  Commerce  Transaction that has not first been authorized
         by the Bank by means of the Electronic Commerce Facilities.

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                                       3



2.4      The  Electronic  Commerce  Facilities  shall permit the  Cardholder  to
         submit the following required information to the Bank with respect to a
         proposed Electronic Commerce Transaction:

         a)       number of the Charge Card or Other Card

         b)       expiry date of the Charge Card or Other Card

         c)       name of Cardholder

         d)       amount to be charged by Cardholder

2.5      With  respect  to  a  proposed  Electronic  Commerce  Transaction,  the
         Electronic  Commerce Facilities shall provide the Bank with the name of
         the Merchant and the Merchant's number assigned by the Bank.

2.6      The Master Merchant and the Merchant shall provide a Cardholder with an
         electronic  confirmation  of the  Transaction  by way of the Electronic
         Commerce  Facilities if the Electronic  Commerce  Transaction  has been
         authorized by the Bank.

2.7      Following  authorization of an Electronic  Commerce  Transaction by the
         Bank, the Master  Merchant and the Merchant shall provide the Bank with
         confirmation  by means of the Electronic  Commerce  Facilities when the
         delivery  of  merchandise   and/or   services  to  the  Cardholder  has
         commenced,  whereupon  the Bank shall process the  Electronic  Commerce
         Transaction for settlement unless the authorization has expired.  If an
         authorization has expired, the Electronic Commerce Transaction shall be
         re-submitted for authorization.

2.8      The Master Merchant and the Merchant shall use the Electronic  Commerce
         Facilities in order to process  refunds to Cardholders  with respect to
         merchandise  and/or  services  purchased  by  means  of  an  Electronic
         Commerce Transaction and rejected or otherwise returned by Cardholders.

3.       SETTLEMENT

3.1      Settlement  effected by the Bank for Electronic  Commerce  Transactions
         processed  prior to the  Cut-over  and prior to 11:30 p.m.  in Toronto,
         Ontario  shall be  credited  on the  same  Business  Day as the  Master
         Merchant  and  the  Merchant  confirm  to  the  Bank  by  means  of the
         Electronic  Commerce  Facilities  that delivery of  merchandise  and/or
         services to the Cardholder has  commenced.  Settlement  effected by the
         Bank after 11:30 p.m. in Toronto, Ontario shall be credited on the next
         Business Day in Ontario after the day on which the Master  Merchant and
         the Merchant  confirm to the Bank by means of the  Electronic  Commerce
         Facilities  that  delivery  of  merchandise   and/or  services  to  the
         Cardholder has commenced.

3.2      Settlement for Electronic  Commerce  Transactions  by the Bank shall be
         initiated by the Bank as follows:

         a)       If there is less  than the  Holdback  Amount  in the  Holdback
                  Account at the time of settlement,  the Bank shall: (i) credit
                  to  the  Holdback  Account  25%  of  the  face  amount  of the
                  Merchant's gross Electronic  Commerce  Transactions;  and (ii)
                  credit to the Master  Merchant  Account 75% of the face amount
                  (including  sales taxes,  if any) of all the Merchant's  gross
                  Electronic  Commerce  Transactions less the face amount of all
                  refunds:  Provided  however,  that the Bank,  may first credit
                  100% of the gross Electronic  Commerce  Transactions either to
                  the Holdback Account or the Master Merchant Account and on the

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                                       4


                  next Business Day in Ontario credit and debit the  appropriate
                  25%  or  75%  of  the  Merchant's  gross  Electronic  Commerce
                  Transactions to the appropriate account.

         b)       If there is the Holdback Amount in the Holdback Account at the
                  time of  settlement,  the  Bank  shall  credit  to the  Master
                  Merchant  Account  100% of the face  amount  (including  sales
                  taxes,  if any) of the Merchant's  gross  Electronic  Commerce
                  Transactions less the face amount of all refunds.

3.3      The Bank may in its sole  discretion  and from time to time increase or
         decrease  the Holdback  Amount upon  providing  two (2)  Business  Days
         Special Notice to the Master Merchant and notice to the Merchant.

3.4      The  Master  Merchant  and the  Merchant  hereby  grant  to the  Bank a
         continuing collateral security interest in all amounts contained in the
         Holdback  Account as  security  for its  obligations  both  present and
         future to the Bank  hereunder and the Master  Merchant and the Merchant
         shall grant to the Bank a moveable  hypothec thereon in accordance with
         the laws of the Province of Quebec.

3.5      The Bank reserves the right,  in its  discretion,  to deduct and retain
         from the Master Merchant Account, the Holdback Account and the Merchant
         Account  the  amount of any  chargeback,  fee or any other sum  payable
         according to the terms of this Agreement.  Provided,  however, that the
         Bank shall not chargeback an Electronic Commerce  Transaction after one
         year from the date of the particular Electronic Commerce Transaction.

3.6      The Bank  reserves the right to retain funds on deposit in the Holdback
         Account,  Master Merchant  Account and Merchant Account for a period of
         one (1) year after the  termination  of this  Agreement,  in respect of
         chargeback  liability incurred after the termination of this Agreement.
         The Bank  further  reserves  the right to freeze  funds in the Holdback
         Account,   Master  Merchant  Account  and  Merchant   Acccount  due  to
         chargeback liability, fraud, alleged fraud, bankruptcy or insolvency of
         the Master  Merchant or Merchant during the term of this Agreement with
         Special Notice to the Master Merchant.  Funds remaining, if any, in any
         of the above accounts and interest  accrued  thereon in accordance with
         the  Bank's  account  agreement  shall be  released  by the Bank to the
         Master  Merchant  Account within one (1) year after the  termination of
         this Agreement.

3.7      The Master Merchant shall settle Electronic Commerce  Transactions with
         the Merchant by transferring  funds from the Master Merchant Account to
         the Merchant  Account in  accordance  with the terms of the  Merchants'
         Agreement.  The  Merchant  acknowledges  that all  Electronic  Commerce
         Transactions  shall be settled between the Bank and the Master Merchant
         with  payment to bank  accounts of the Master  Merchant.  The  Merchant
         shall deal  directly  with the Master  Merchant  to obtain  proceeds of
         Electronic Commerce Transactions.

3.8      Subject to paragraphs  3.3,  3.4, 3.5, and 3.6 the Bank shall  transfer
         all proceeds of the Merchant  including,  without  limitation,  accrued
         interest in accordance  with the Bank's  account  agreement held in the
         Holdback  Account  constituting  an amount  greater  than the  Holdback
         Amount to the Master Merchant  Account to be settled between the Master
         Merchant  and  the  Merchant  in  accordance  with  the  terms  of  the
         Merchants' Agreement.

3.9      All  deposit  figures are subject to final audit by the Bank within one
         (1) year of a particular deposit,  and in the case of any inaccuracies,
         the Bank may debit or credit  the  Master  Merchant  Account,  Holdback
         Account or  Merchant  Account  following  Special  Notice to the Master
         Merchant including an explanation of any inaccuracy.

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                                       5




3.10     The Bank will allow the Master Merchant to have chargebacks  debited to
         the Chargeback  Account.  However,  the Bank retains the right to cease
         allowing  chargebacks to be debited to the Chargeback  Account upon two
         (2) Business Days Special Notice to the Master Merchant.

4.       THE MASTER MERCHANT'S AND THE MERCHANT'S RESPONSIBILITIES

4.1      The Merchant shall sell  merchandise or services to the Cardholder at a
         unit price not in excess of the Merchant's ticketed or posted price for
         such merchandise or service;

4.2      The Master  Merchant and the Merchant shall not impose any fee or other
         charges  for the use of the  Charge  Card or  Other  Card as a means of
         payment;

4.3      The Master Merchant and the Merchant shall not require a minimum amount
         of merchandise be purchased or services  performed before accepting the
         Charge Card or Other Card;

4.4      When the Cardholder  authorizes the Master Merchant and/or the Merchant
         to charge purchases, fees or expenses to the account of the Cardholder,
         the Master  Merchant and the Merchant  shall retain such  authorization
         and deliver such authorization to the Bank upon request;

4.5      The Master Merchant and the Merchant shall not make any cash advance to
         a Cardholder,  the Master Merchant, the Merchant or any other person as
         a part of an Electronic Commerce Transaction,  or include the amount of
         any cash advance in the sum being invoiced to a Cardholder;

4.6      The Master  Merchant  and the  Merchant  shall not attempt to reduce or
         disguise the amount of any Electronic  Commerce  Transaction by the use
         of multiple Transactions (known as split ticketing);

4.7      The Master Merchant and the Merchant shall not disclose or remit to any
         third party the names or account numbers  appearing on a Charge Card or
         Other Card or any  documentation  or form  evidencing any such names or
         numbers.

4.8      The Master  Merchant and the  Merchant  shall  retain,  for a period of
         eighteen (18) months,  all evidence and records of Electronic  Commerce
         Transactions,  including  all evidence of the  delivery of  merchandise
         and/or  services to  Cardholders.  Within eight (8) Business Days, of a
         request by the Bank, the Master Merchant and the Merchant shall provide
         the Bank with any such documentation.

4.9      The  Master  Merchant  and  the  Merchant  shall  not  sell  any of the
         following merchandise or services:
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                                       6


         a)       lottery tickets;

         b)       escort and dating services;

         c)       adult telephone call services;

         d)       collection agency services;

         e)       cheque cashing services;

         f)       adult videos;

         g)       massage parlour services;

         h)       time share sales;

         i)       gambling;

         j)       extended car warranties except major car dealerships;

         k)       weight loss vitamins and pills;

         l)       cult material;

         m)       pre-paid telephone cards;

         n)       bail;

         o)       credit reporting;

         p)       resume preparing services;

         q)       pyramid sales;

         r)       satellite television sales, except if legal in Canada; and

         s)       any other  merchandise  or  services as advised by the Bank by
                  Special  Notice  to the  Master  Merchant  and  notice  to the
                  Merchant from time to time in its absolute  discretion  except
                  for  existing  merchandise  or  services  being  sold  by  the
                  Merchant as approved by the Bank.

4.10     The Master  Merchant and the Merchant  shall ensure that the Merchant's
         website shall contain at a minimum the following:

         a)       a complete  description  of  merchandise  and  services  being
                  offered;

         b)       return and refund policies;

         c)       all customer  service  contact  information  including but not
                  limited to electronic mail address or telephone number;

         d)       country and transaction  currency,  for example, by indicating
                  that prices are payable in Canadian dollars;
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                                       7


         e)       export restrictions if applicable;

         f)       delivery policy;

         g)       country  in  which  Merchant  is  officially   registered  and
                  located; and

         h)       subject  to  paragraph  4.11,  a   representation   indicating
                  acceptance  of Charge Cards which uses the Bank's  name,  Visa
                  name, and the Blue, White and Gold colour bands design.

4.11     The Master  Merchant and the  Merchant  agree to submit to the Bank for
         its prior approval any  representation on the Merchant's website or any
         advertising by the Master  Merchant or the Merchant which uses the VISA
         name,  the  Blue,  White  and Gold  colour  bands  design,  the name or
         trademarks of the Bank or any representation of any of them. The Master
         Merchant  or the  Merchant  may not  indicate or imply that VISA or the
         Bank endorse any of the Master Merchant's or the Merchant's merchandise
         or  services.  The Master  Merchant or the Merchant may not indicate or
         imply  that  VISA or the Bank  endorses  or  certifies  the  safety  or
         security of the Electronic  Commerce  Facilities except with the Bank's
         express prior written consent.

4.12     The Master  Merchant and the Merchant  shall not submit to the Bank for
         settlement  an  Electronic  Commerce  Transaction  that  the  Bank  has
         notified the Master Merchant and the Merchant not to honour.

4.13     The Master  Merchant and the Merchant  shall not submit or permit to be
         submitted an Electronic  Commerce  Transaction  for  authorization  and
         settlement to any other  financial  institution or processing  agent in
         Canada other than through the Bank.

4.14     The Master  Merchant and the  Merchant  shall not attempt to receive or
         receive  credit  or  payment  more  than once from the Bank or from any
         source with respect to the same Electronic Commerce Transaction.

4.15     The Master  Merchant  and the Merchant  shall not submit an  Electronic
         Commerce   Transaction   in  respect  of   fictitious   or   fraudulent
         Transactions.

4.16     The  Master  Merchant  and  the  Merchant  shall  not  factor,  sell or
         otherwise  transmit   Electronic  Commerce   Transactions   (except  as
         permitted in this Agreement).

4.17     The Master  Merchant and the Merchant  shall not submit or permit to be
         submitted any Electronic  Commerce  Transactions  that do not relate to
         Transactions  of the Merchant.  Provided  that the Master  Merchant may
         submit  Electronic  Commerce  Transactions  to the Bank with respect to
         another merchant in accordance with other Electronic  Commerce Merchant
         Agreements between the Master Merchant, other merchants and the Bank.

4.18     The Master  Merchant  and the  Merchant  agree to comply,  and take all
         necessary and advisable  measures to ensure that their personnel comply
         with all the terms of this Agreement and with all rules,  instructions,
         manuals and  procedures  which the Bank may issue pursuant to paragraph
         15 of this Agreement.

5.       REFUSALS AND CHARGE BACKS

5.1      Notwithstanding  any  approval of an  Electronic  Commerce  Transaction
         which may be given by or on behalf  of the  issuer of a Charge  Card or
         Other Card,  the

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         Bank may  charge  back to the Master  Merchant  Account,  the  Holdback
         Account, Chargeback Account and/or Merchant Account or refuse to credit
         the Master Merchant Account,  the Holdback Account,  Chargeback Account
         and/or  Merchant  Account in whole or in part,  the total amount of any
         Electronic Commerce  Transaction in any of the following  circumstances
         (and shall  notify the Master  Merchant  and the  Merchant  of any such
         refusal or chargeback):

         (a)      the   merchandise   sold   by  way  of   Electronic   Commerce
                  Transaction,

                  (i)      has been  returned  to the  Merchant  or has not been
                           received by the Cardholder; or

                  (ii)     has  been  claimed  by the  Cardholder  to have  been
                           returned  to  the  Merchant,  or  not  to  have  been
                           received;

         (b)      the Cardholder claims that the merchandise or services sold by
                  way of Electronic Commerce Transaction have not been received,
                  are not as  described,  are defective or were returned and the
                  Master  Merchant or the Merchant failed to provide a refund to
                  the Cardholder;

         (c)      the  Electronic  Commerce  Transaction is or is alleged by the
                  Cardholder to be illegal, null or invalid;

         (d)      the Cardholder has disputed the authorization, authenticity or
                  validity of any Electronic Commerce Transaction;

         (e)      the Bank has credited the Master Merchant or the Merchant more
                  than once for the same Electronic Commerce Transaction;

         (f)      the  Master  Merchant  or  the  Merchant  have  done  anything
                  prohibited by the terms of this Agreement;

         (g)      the  Master   Merchant  or  the  Merchant  have  defrauded  or
                  attempted to defraud the Bank;

         (h)      the Master Merchant or the Merchant have failed to comply with
                  this Agreement;

         (i)      the Electronic Commerce  Transaction utilizes a Credit Card or
                  Other Card which the Bank has notified the Master  Merchant or
                  the Merchant in advance not to honour;

         (j)      the Credit Card or Other Card used in an  Electronic  Commerce
                  Transaction was refused an authorization by the Bank; or

         (k)      any other  circumstance  in  respect of which the Bank in good
                  faith deems it  appropriate to refuse such credit or make such
                  chargeback.

5.2      The  Master  Merchant  and the  Merchant  acknowledge  that  Electronic
         Commerce   Transactions   carry  a  greater  risk  of   repudiation  by
         Cardholders  and  refusals  and  chargebacks  by the Bank  because  the
         Transaction  is conducted  over the Internet and not in an  environment
         where a  Merchant  and a  Cardholder  are both  present in person and a
         Charge  Card  or  Other  Card is  presented  in  order  to  complete  a
         Transaction.

         5.3      In particular,  an Electronic  Commerce  Transaction  does not
                  allow for the following:

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                                       9



         a)       inspection of merchandise or services by the Cardholder;

         b)       inspection  by the  Merchant  of Charge  Cards or Other  Cards
                  including the account number, name, expiry date and signature;

         c)       signing of an imprinted sales draft by the Cardholder; and

         d)       comparison  of  signature  on sales  draft with  signature  on
                  Charge Cards or Other Cards.

5.4      The Master  Merchant and the  Merchant  shall bear the risk of refusals
         and chargebacks that are related in any way to the differences  between
         an Electronic  Commerce  Transaction  and a Transaction  that is not an
         Electronic  Commerce  Transaction  as set out in paragraphs 5.2 and 5.3
         herein.

5.5      The Bank shall give the Master Merchant and the Merchant particulars of
         any Electronic  Commerce  Transaction which the Bank has refused to pay
         or has charged back to the Master Merchant or the Merchant.

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                                       10





6.       ELECTRONIC COMMERCE FACILITIES AND SECURITY

6.1      The  Master  Merchant  and the  Merchant  acknowledge  that the  Master
         Merchant is the owner or the authorized user of the Electronic Commerce
         Facilities  and that the  Bank  shall  not be  liable  for any  claims,
         losses,  costs,  damages,  and expenses  resulting  from the use of the
         Electronic Commerce Facilities.

6.2      The  Electronic  Commerce  Facilities  shall operate such that only the
         Bank shall have access  through the Electronic  Commerce  Facilities to
         Charge Card and Other Card particulars. Any Cardholder information that
         is  obtained  by the  Master  Merchant  or  the  Merchant  through  the
         Electronic  Commerce  Facilities  shall  only  be  used  by the  Master
         Merchant  and  the  Merchant  in  accordance  with  the  terms  of this
         Agreement.

6.3      The Master  Merchant shall be responsible to ensure that the Electronic
         Commerce  Facilities operate securely so as to protect Cardholders from
         the unauthorized disclosure of information with respect to Charge Cards
         or Other Cards.

6.4      The Bank has the right at the commencement of this Agreement and in its
         absolute  discretion at any time  thereafter  with one (1) Business Day
         prior Special Notice and during  business hours, to inspect and certify
         the  Electronic   Commerce   Facilities  in  accordance  with  security
         specifications  determined  by the Bank.  The Master  Merchant  and the
         Merchant  agree to allow the Bank's  employees  and agents with one (1)
         Business Day prior  Special  Notice and during  business  hours to have
         access to the Master  Merchant and the  Merchant's  premises and to the
         Electronic   Commerce   Facilities  as  required  for   inspection  and
         certification.  With respect to Electronic Commerce Facilities that are
         not  located in the Master  Merchant's  premises,  the Master  Merchant
         shall provide full  cooperation and assistance to facilitate  access by
         the Bank as soon as possible to such Electronic  Commerce Facilities as
         required for inspection and certification.

6.5      The Bank has the  right in its  absolute  discretion,  at any time upon
         providing  prior Special Notice to the Master Merchant and a reasonable
         period of time for implementation by the Master Merchant, to change the
         security  certification  standards  that  must  be met  by  the  Master
         Merchant with respect to the Electronic Commerce Facilities.  No change
         shall be made to the  security  standards  of the  Electronic  Commerce
         Facilities  as certified by the Bank without the prior  inspection  and
         certification of the Bank. The Master Merchant  acknowledges and agrees
         that  it  may be  charged  for  the  Bank's  costs  in  inspecting  and
         certifying  changes  that  the  Bank  did  not  require  be made to the
         security standards of the Electronic Commerce Facilities.

6.6      If at any  time  the  security  standards  of the  Electronic  Commerce
         Facilities  do not  comply  with  the  Bank's  standards,  the Bank may
         immediately  require and the  Merchant  and the Master  Merchant  shall
         forthwith suspend operation of the Electronic Commerce Facilities until
         such time as the Bank permits the Electronic  Commerce Facilities to be
         re-activated.  The Master  Merchant  shall be provided a minimum of ten
         (10) days from the date that the Bank required that the Master Merchant
         suspend  operation of the  Electronic  Commerce  Facilities in order to
         comply with the Bank's security standards.

         If the  Electronic  Commerce  Facilities  do not comply with the Bank's
         security  standards  within  ten (10)  days from the date that the Bank
         required that the Master Merchant  suspend  operation of the Electronic
         Commerce  Facilities or such additional period of time as determined by
         the Bank,  in its  absolute  discretion,  the Bank may  terminate  this
         Agreement with  simultaneous  Special Notice to the Master Merchant and
         the Merchant.
<PAGE>
                                       11


         Provided  further,  that if the Master  Merchant  and  Merchant  do not
         suspend operation of the Electronic  Commerce  Facilities in accordance
         with a requirement  by the Bank,  the Bank may terminate this Agreement
         with simultaneous notice to the Master Merchant and Merchant

7.       FEES

7.1      The  Master  Merchant  and the  Merchant  agree to pay the Bank for its
         services  hereunder  fees  as set out in this  Agreement  which  may be
         revised from time to time by the Bank upon prior Special  Notice to the
         Master  Merchant  and  notice to the  Merchant.  All fees,  charges  or
         adjustments  together with all applicable taxes applicable  thereto (if
         any) may be deducted from the amounts due to the Merchant  hereunder or
         may be charged to the Master Merchant Account, the Holdback Account and
         the Merchant Account.

7.2      For Charge Card services provided by the Bank to the Master Merchant or
         the Merchant  hereunder,  the Merchant  agrees to pay the Discount Rate
         and  other  fees as set out in  Schedule  "A"  attached  hereto,  which
         charges are exclusive of any taxes that may apply in relation thereto.

7.3      All fees, charges and adjustments payable by the Master Merchant or the
         Merchant,  the amount of any charge-back or credit issued by the Master
         Merchant  or the  Merchant  and  any  other  liability  to the  Bank in
         accordance  with this Agreement  shall  constitute a debt for which the
         Master  Merchant and the Merchant are jointly and severally  liable and
         payable  on demand to the Bank for which the Bank may debit the  Master
         Merchant Account,  Holdback Account and Merchant Account with the Bank,
         without  prior written  notice to the  Merchant.  In the event that any
         such debit results in an account overdraft, the Master Merchant and the
         Merchant  will, on demand,  pay the Bank the amount of such  overdraft,
         together with applicable interest in accordance with the Bank's account
         agreement.
<PAGE>
                                       12


8.       DISPUTES

The Master  Merchant  and the  Merchant  shall  maintain  a fair  policy for the
exchange or return of, or adjustments on,  merchandise and services purchased by
Charge Card or Other Card. Any claim or dispute as to quality, receipt, price or
satisfaction of such  merchandise and services shall be settled directly between
the Master Merchant, the Merchant and Cardholder provided,  however, that if any
refund or other money  adjustment is payable by the Merchant to the  Cardholder,
such refund or adjustment shall be made forthwith using the Electronic  Commerce
Facilities  unless the amount of such  Transaction  has not been credited to the
Holdback  Account or the Master Merchant Account by the Bank or has been charged
back to the Merchant.

9.       RIGHT TO RECEIVE PAYMENT

Except for Electronic Commerce Transactions  presented to the Bank the amount of
which the Bank has refused to credit the Master Merchant  Account or has charged
back to the  Master  Merchant  or the  Merchant,  the  Master  Merchant  and the
Merchant  shall  have no right to receive  payment  in respect of an  Electronic
Commerce Transaction from any party except the Bank in accordance with the terms
of this Agreement.  Provided,  however,  that the Merchant shall have a right to
receive payment for Electronic Commerce Transactions from the Master Merchant in
accordance with the terms of this Agreement and the Merchants' Agreement.

10.      ACCESS TO  INFORMATION

10.1     The Master  Merchant  and the Merchant  agree that,  in the Bank's sole
         discretion,  the Bank may obtain  from or  provide  to others  whatever
         commercial, credit or other information the Bank deems appropriate with
         respect to the Master Merchant,  the Merchant and the principals of the
         Merchant.   Provided,   however,   that  the  Bank  shall  not  provide
         information  about the Merchant or the  principals of the Merchant to a
         competitor of the Master Merchant.

10.2     The Bank shall have the right during  business hours and upon providing
         prior Special Notice to the Master  Merchant and notice to the Merchant
         to have  access  to,  examine,  and  verify  all  records of the Master
         Merchant   and  the  Merchant   pertaining   to   Electronic   Commerce
         Transactions processed under this Agreement.

10.3     The Master Merchant and the Merchant shall not,  without the Bank's and
         Cardholder's  consent,  sell or provide to,  purchase  from or exchange
         with any third party any Cardholder names,  account numbers,  addresses
         nor any other  information  obtained from and appearing on Charge Cards
         and Other Cards used in Electronic Commerce Transactions.

<PAGE>
                                       13


11.      SURVIVAL

The  provisions  of  paragraphs  3.2,  3.4, 3.5, 3.6, 3.8, 3.9, 4.8, 10.3 and 14
shall survive the termination of this Agreement.

12.      WAIVER

Any  waiver by the Bank of any of the  provisions  of this  Agreement  shall not
constitute a waiver of any other provision  (whether  similar or not), nor shall
such waiver constitute a continuing  waiver of that particular  provision unless
otherwise expressly provided by the Bank in writing.

13.      BINDING AGREEMENT

This Agreement  shall be binding upon the parties,  their heirs,  successors and
assigns,  provided  however  that this  Agreement  shall not be  assigned by the
Master  Merchant or the Merchant  without the written  consent of the Bank.  The
Bank may assign any of its obligations  hereunder  without the Master Merchant's
or the Merchant's consent. Provided,  however, that the Master Merchant shall be
provided  sixty-five  (65) days prior Special Notice by the Bank  specifying the
proposed assignee prior to an assignment of this Agreement by the Bank.

14.      INDEMNIFICATION AND RELATIONSHIP

14.1     The Master  Merchant and the Merchant  will  indemnify the Bank against
         and hold it  harmless  from all  claims,  of  whatsoever  nature by any
         Cardholder arising out of any Transaction  including without limitation
         any Electronic  Commerce  Transaction  unless arising due to the Bank's
         gross negligence or misconduct.

14.2     The Master  Merchant and the Merchant  will  indemnify the Bank against
         and hold it harmless from all claims arising from:

         (a)      the failure of the Electronic  Commerce  Facilities to operate
                  properly;

         (b)      the  unauthorized  disclosure  by  the  Master  Merchant,  the
                  Merchant or their  personnel  of  information  with respect to
                  Charge Cards or Other Cards; and

         (c)      the  failure of the Master  Merchant,  the  Merchant  or their
                  personnel  to  use  the  Electronic   Commerce  Facilities  in
                  accordance with the terms of this Agreement, the Bank's rules,
                  instructions  and  procedures in effect from time to time that
                  the  Master  Merchant  and  Merchant  had  advance  notice  in
                  writing.

14.3     The  Master   Merchant   and  the  Merchant   acknowledge   that  their
         relationship is governed by the Merchants' Agreement and this Agreement
         and that the Bank is not  responsible  for the  failure  of the  Master
         Merchant or the Merchant to deal with each other in accordance with the
         terms of the Merchants' Agreement and this Agreement.

<PAGE>
                                       14



14.4     The Master  Merchant and the Merchant  will  indemnify the Bank against
         and hold it  harmless  from all  claims of  whatsoever  nature  arising
         between the Master Merchant and the Merchant.

14.5     This Agreement, the Merchants' Agreement, the Master Merchant Agreement
         and the  relationship  between the Master Merchant and the Merchant and
         the Bank is not  intended to be and shall not be construed as a general
         partnership, limited partnership, joint venture, corporation,  company,
         joint stock company or agency relationship.  The Master Merchant is not
         intended  to be and shall not be the agent of the Bank in any  dealings
         with the Merchant.

15.      PROCEDURES

The Bank may,  from time to time upon  providing  five (5)  Business  Days prior
Special  Notice  to the  Master  Merchant  and  notice  to the  Merchant,  issue
directions  in writing  regarding  the  procedure to be followed in carrying out
this  Agreement  or require  amendments  to this  Agreement  as required by Visa
regulations,  legislation,  including  without  limitation,  applicable  privacy
legislation,  and security  requirements  of the Bank,  and such  directions and
amendments  shall be binding upon the Master Merchant and the Merchant after the
five (5) Business Days notice thereof unless the Master Merchant or the Merchant
elect to give immediate Special Notice of cancellation of this Agreement.

16.      NOTICES

16.1     Any notice to be given  hereunder  shall be in writing and be delivered
         personally  or sent by  prepaid  first  class  mail,  registered  mail,
         courier or facsimile to a party  unless  indicated  herein that Special
         Notice  shall  be  given  in  accordance  with  paragraph  16.2 of this
         Agreement.

16.2     Special  Notice  to be  given  hereunder  shall  be in  writing  and be
         delivered personally or by courier and shall use all reasonable efforts
         to also send the Special Notice by facsimile to a party.

16.3     The  addresses  for notices  and Special  Notices to the parties are as
         follows:

         To the Master Merchant:  at the Master Merchant's last recorded address
         and  facsimile  number  appearing in the Bank's  records as notified by
         Special Notice by the Master Merchant to the Bank.

         To the Merchant:  at the Merchant's last recorded address and facsimile
         number appearing in the Bank's records.

<PAGE>
                                       15





         To the Bank:      Eastern TD Visa Centre
                           500 St.-Jacques W., 3ridFloor
                           Montreal, Quebec
                           H3C 3B3

         or as notified  by Special  Notice to the Master  Merchant  and regular
         notice to the Merchant.

16.4     Notices sent by regular mail in accordance  with  paragraph 16.1 herein
         shall be deemed to have been  received  within five (5)  Business  Days
         after mailing,  except in the event of postal service interruption,  in
         which case such notices shall be sent by Special Notice.

16.5     Notices or Special Notices delivered personally,  or sent by registered
         mail,  courier or facsimile  shall be deemed to have been  received the
         next Business Day after being sent.

17.      TERMINATION AND AMENDMENT

17.1     This  Agreement  shall  remain  continuously  in full  force and effect
         unless terminated

         (i)      by any party at any time upon sixty (60) days  Special  Notice
                  to the other party;

         (ii)     by the Bank in the event of any failure by the Master Merchant
                  or the  Merchant to comply with this  Agreement  or the Master
                  Merchant  Agreement  provided that the Master  Merchant or the
                  Merchant have failed to take reasonable  steps to rectify such
                  failure to comply with this Agreement within five (5) Business
                  Days of being provided by the Bank with Special Notice of such
                  failure to comply with this Agreement; or

         (iii)    by the Bank  simultaneously  with Special Notice being sent to
                  the Master  Merchant and the Merchant,  if the Master Merchant
                  or the Merchant fail to maintain the minimum  credit  standard
                  established by the Bank for the  Merchant's  account from time
                  to  time  or  due  to  fraud,  alleged  fraud,  bankruptcy  or
                  insolvency of the Master Merchant or the Merchant.

         (iv)     by the Bank  pursuant to paragraph  6.6 herein if the security
                  standards of the Electronic  Commerce Facilities do not comply
                  with the Bank's standards.

17.2     Subject to  paragraphs  7.1 and 15, this  Agreement  may not be amended
         except by written  agreement  between the Bank and the Master  Merchant
         with prior written notice to the Merchant.

17.3     All  obligations  of the parties in respect of any event which occurred
         prior to the date of termination  of this Agreement  shall survive such
         termination.  Upon such

<PAGE>
                                       16


         termination, all forms, equipment and material including the Merchant's
         website  bearing or depicting  the name or trade mark of the Bank,  the
         name  VISA,  the  Blue,  White  and Gold  colour  bands  design  or any
         representation of any of them shall be returned to the Bank and removed
         from the Merchant's website and all websites of the Merchant and Master
         Merchant forthwith and the Master Merchant and the Merchant  thereafter
         shall not represent that Charge Cards will be honoured.

18.      ENTIRE AGREEMENT AND OTHER AGREEMENTS

18.1     This  Agreement  between the Bank,  Master  Merchant  and the  Merchant
         constitutes  the entire  agreement  between the parties with respect to
         the  subject  matter  hereof  and  cancels  and  supersedes  any  prior
         understandings  and  agreements,  written or oral,  between the parties
         with respect to the subject matter hereof. Provided,  however, that the
         Merchants'  Agreement and the Master Merchant Agreement also govern the
         relationship between the parties.

18.2     The Merchants'  Agreement shall not have terms that are inconsistent or
         conflict  with  the  terms of this  Agreement  or the  Master  Merchant
         Agreement  and the Bank may  require  that  any  such  inconsistent  or
         conflicting terms be removed from the Merchants' Agreement.  Whether or
         not  inconsistent or conflicting  terms are removed from the Merchants'
         Agreement,  the  terms  of  this  Agreement  and  the  Master  Merchant
         Agreement shall prevail over any inconsistent or conflicting provisions
         contained in the Merchants' Agreement.

18.3     The  Merchants'  Agreement  shall  not  violate  any  applicable  laws,
         regulations, judgments or orders, Visa regulations and without limiting
         the foregoing, the parties hereto shall comply with all applicable laws
         and regulations relating to any person's right of privacy.

18.4     The Bank may request  from time to time and the  Merchant  shall comply
         with any  request  by the  Bank to  review  and  obtain  copies  of the
         Merchants' Agreement.

19.      ACCOUNT

19.1     The Master  Merchant  Account for the purpose of this  Agreement is: TD
         Bank Branch ___________________________________________________________
         _______________________________________________________________________
         _______________________________, account _____________________________.
         This account  designation  may be changed by the Master Merchant giving
         thirty (30) days prior Special Notice to the Bank.

19.2     The Merchant Account for the purpose of this Agreement is: ____________
         _______________________________________________________________________
         ________________Branch_________________________________________________
         ______________, account ______________________________________________.
         This account  designation  may be changed by the Merchant giving thirty
         (30) days prior Special Notice to the Bank and the Master Merchant.

19.3     The  Holdback  Account  for the purpose of this  Agreement  is: TD Bank
         Branch ________________________________________________________________
         _______________________________________________________________________
         ___________________________________, account _________________________.
         This account  designation  may be changed by the Master Merchant giving
         thirty (30) days prior Special Notice to the Bank.

<PAGE>
                                       17




19.4     The  Chargeback  Account for the purpose of this  Agreement is: TD Bank
         Branch ________________________________________________________________
         _______________________________________________________________________
         ______________________________________, account ______________________.
         This account  designation  may be changed by the Master Merchant giving
         thirty (30) days prior Special Notice to the Bank.

19.5     Any accounts held in accordance  with this  Agreement at the Bank shall
         be subject to the Bank's usual charges, conditions and agreements.

20.      GOVERNING LAW

This Agreement  shall be governed by and interpreted in accordance with the laws
of the Province of Ontario and the laws of Canada applicable hereto.

21.      LANGUAGE

The Parties hereto hereby acknowledge that they have required this agreement and
all  related  documents  to be drawn up in the  English  language.  Les  parties
reconnaissent  avoir demande que le present  contrat ainsi que les documents qui
s'y rattachent soient rediges en langue anglaise.

<PAGE>
                                       18





IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be executed at
_____________, __________ on this _______ day of _______ , 2000.



----------------------------------------
Merchant
By:
   -------------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------



----------------------------------------
Merchant
By:
   -------------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------

9066-4871 QUEBEC INC.,
c.o.b. PLANET 411 INC.


By:
   -------------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------

By:
   -------------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


THE TORONTO-DOMINION BANK


By:
   -------------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


<PAGE>





                                  SCHEDULE "A"
                                FEES AND SECURITY




Merchant Discount Rate:               ______% of the gross sales value of Charge
Card Transactions


Processing fee for non-Visa Card
    transactions:
     $ _____   per transaction


Holdback Amount