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                                                                   Exhibit 10.34

                               PURCHASE AGREEMENT

                  THIS PURCHASE AGREEMENT dated as of March 3, 2000 (this
"Agreement") is by and between IC FIBER HOLDING INC., a Delaware corporation
("Seller"), WORLDWIDE FIBER IC HOLDINGS, INC., a Nevada corporation ("Buyer"),
and ILLINOIS CENTRAL RAILROAD COMPANY, an Illinois corporation ("IC").

                                    RECITALS

                  WHEREAS, pursuant to that certain Limited Liability Company
Agreement of Worldwide Fiber IC LLC dated May 28, 1999 (the "LLC Agreement"),
Seller acquired units (the "Units") constituting 25% of the issued and
outstanding equity capital of Worldwide Fiber IC LLC, a Delaware limited
liability company ("WFI-IC"); and

                  WHEREAS, Seller desires to sell, and Buyer desires to
purchase, the Units, on the terms and conditions set forth herein;

                  NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration had and received, the parties agree as follows:

1. SALE AND PURCHASE OF UNITS; PURCHASE PRICE. Seller hereby agrees to sell, and
Buyer hereby agrees to purchase, the Units at the Closing (as hereinafter
defined) for a total payment of Twenty Million and No/100 United States Dollars
(US$20,000,000) (the "Purchase Price") in immediately available funds.

2.       CLOSING; DELIVERIES AT CLOSING

         (a)      Closing. the "Closing" Means the Time At Which Seller
                  Consummates the Sale of the Units to the Buyer by Delivery by
                  Seller and Ic of the Documents Referred to in Sections
                  2(B)(i), 5(C)(iii) and 5(C)(iv) Against Delivery by Buyer of
                  the Purchase Price and the Documents Referred to in Sections
                  2(B)(ii)(b), 5(B)(iii) and 5(B)(iv). the Closing Shall Occur
                  At Such Time and Place as the Parties Mutually Agree (The
                  "Closing Date").

         (b)      DELIVERIES AT CLOSING. At the Closing, (I) the Seller Shall
                  deliver to the Buyer (A) an assignment, in substantially the
                  form attached hereto as Exhibit A (the "Assignment"), executed
                  by Seller, transferring the Units to Buyer, and (B) a
                  cross-receipt, in substantially the form attached hereto as
                  Exhibit B (the "Cross-Receipt," and together with this
                  Agreement and the Assignment, the "Unit Transaction
                  Documents"), executed by Seller acknowledging receipt by
                  Seller of the Purchase Price; and (ii) the Buyer shall deliver
                  to the Seller (A) the Purchase Price to the Seller by wire
                  transfer of funds to an account designated by Seller or IC,
                  and (B) a cross-receipt, in substantially the form attached
                  hereto as Exhibit B, executed by Buyer acknowledging receipt
                  by Buyer of the Units.


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3. REPRESENTATIONS AND WARRANTIES OF SELLER AND IC. Seller and IC hereby jointly
and severally represent and warrant to Buyer as of the date hereof and, unless
otherwise provided, as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date hereof throughout this Agreement)
as follows:

         (a)      Neither Seller nor IC has employed any broker or finder in
                  connection with the transactions contemplated by this
                  Agreement. The Buyer acknowledges that Seller and IC have
                  retained Merrill Lynch as an advisor to them, and Seller and
                  IC each represent, warrant and acknowledge to the Buyer that
                  Merrill Lynch is not employed as a broker or finder in
                  connection with the transactions contemplated by this
                  Agreement and that Seller or IC will be responsible for all
                  fees payable to Merrill Lynch.

         (b)      The execution, delivery and performance by Seller and IC of
                  this Agreement and each of the other Unit Transaction
                  Documents and the consummation by Seller and IC of the
                  transactions contemplated hereby and thereby will not (a)
                  violate any provision of law, statute, rule or regulation, or
                  any ruling, writ, injunction, order, judgment or decree of any
                  court, administrative agency or other governmental body
                  applicable to it, or any of its properties or assets; (b)
                  conflict with or result in any breach of any of the terms,
                  conditions or provisions of, or constitute (with due notice or
                  lapse of time, or both) a default (or give rise to any right
                  of termination, cancellation or acceleration) under any
                  contract to which Seller or IC is a party that would
                  materially adversely affect Seller's or IC's ability to
                  consummate the transactions contemplated by this Agreement or
                  perform its obligations under any Unit Transaction Documents;
                  or (c) violate the organizational documents (if any) of Seller
                  or IC.

         (c)      Each of Seller and IC is duly organized and validly existing
                  under the laws of the jurisdiction of its organization and has
                  all corporate power and authority to enter into and carry out
                  the transactions contemplated by each of the Unit Transaction
                  Documents and the performance by Seller and IC of their
                  obligations hereunder and thereunder. Each of the Unit
                  Transaction Documents has been duly authorized by all
                  necessary action on the part of Seller and IC. Each of the
                  Unit Transaction Documents constitutes a valid and binding
                  agreement of Seller and IC, as applicable, enforceable against
                  Seller or IC or both, as the case may be, in accordance with
                  its terms except to the extent that enforceability may be
                  limited by bankruptcy, insolvency or other similar laws
                  affecting creditors' rights generally and by equitable
                  principles generally whether enforced in a court of law or at
                  equity.

         (d)      No permit, authorization, consent or approval of or by, or any
                  notification of or filing with, any government, regulatory
                  authority, governmental department, agency, commission, board,
                  tribunal, or court or other law, rule or regulating-making
                  entity having or purporting to have jurisdiction on behalf of
                  any nation, or state or other subdivision thereof or any
                  municipality, district or other subdivision


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                  thereof; (a "Governmental Authority") or any individual, sole
                  proprietorship, general, limited or any other partnership,
                  limited liability company, unincorporated association,
                  unincorporated syndicate, unincorporated organization, trust,
                  body corporate, or other entity, and a natural person in such
                  person's capacity as trustee, executor, administrator or other
                  legal representative (collectively, with Governmental
                  Authority, a "Person") is required in connection with the
                  execution, delivery and performance by Seller or IC of any
                  Transaction Document, the consummation by Seller or IC of the
                  transactions contemplated hereby or thereby, or the issuance,
                  purchase or delivery of the Units (other than such
                  notifications or filings required under applicable securities
                  laws, if any, which shall be made on a timely basis and other
                  than provided for in any Unit Transaction Document).

         (e)      In respect of the Units (i) no Person, other than Worldwide
                  Fiber Inc., a Canadian corporation ("WFI") or Buyer, has any
                  written or oral agreement or option or any right or privilege
                  (whether by law, pre-emptive or contractual) capable of
                  becoming an agreement or option for the purchase or
                  acquisition from Seller of any of the Units, (ii) no Person
                  other than WFI or Buyer has any agreement or option or any
                  right or privilege (whether by law, pre-emptive or
                  contractual) capable of becoming an agreement, including
                  convertible securities, warrants or convertible obligations of
                  any nature, for the purchase, subscription, allotment or
                  issuance of any unissued units, shares or other securities of
                  WFI-IC, (iii) Seller is the beneficial owner of record of the
                  Units, with good and marketable title thereto, free and clear
                  of any mortgage, lien, security interest, pledge, escrow,
                  charge, or other encumbrance of any kind or character
                  whatsoever (an "Encumbrance") and, without limiting the
                  generality of the foregoing, none of the Units are subject to
                  any voting trust, shareholder agreement or voting agreement
                  other than the LLC Agreement and (iv) upon completion of the
                  transaction contemplated by this Agreement, all of the Units
                  will be owned by the Buyer as the beneficial owner of record,
                  with a good and marketable title thereto free and clear of any
                  Encumbrance except for such Encumbrances as may have been
                  granted by WFI or Buyer.

         (f)      Seller and IC agree that by Seller accepting the Purchase
                  Price at Closing, Seller and IC shall be representing and
                  warranting that the foregoing representations and warranties
                  are true as at the Closing Date with the same force and effect
                  as if they had been made by Seller and IC at the Closing Date
                  and shall continue in full force and effect. Each of Seller
                  and IC undertakes to notify the Buyer in writing of any change
                  in any representation, warranty or other information relating
                  to Seller or IC set forth herein which takes place prior to
                  the Closing Date.


                                      -3-
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4.       REPRESENTATIONS AND WARRANTIES OF BUYER

                  Buyer hereby represents and warrants to Seller and IC as of
the date hereof and, unless otherwise provided, as of the Closing Date (as
though made then and as though the Closing Date were substituted for the date
hereof throughout this Agreement) as follows:

         (a)      Buyer is a corporation, duly organized, validly existing and
                  in good standing under the laws of the State of Nevada, and
                  has all requisite corporate power and authority to enter into
                  and carry out the transactions contemplated by this Agreement.

         (b)      The execution and delivery by Buyer of this Agreement and the
                  other Unit Transaction Documents and the performance by the
                  Buyer of its obligations hereunder and thereunder have been
                  duly authorized by all requisite corporate action on the part
                  of the Buyer. Each Unit Transaction Document constitutes a
                  legal, valid and binding agreement of the Buyer, enforceable
                  against the Buyer in accordance with its terms except to the
                  extent that enforceability may be limited by bankruptcy,
                  insolvency or other similar laws affecting creditors' rights
                  generally and by equitable principles generally, whether
                  enforced in a court of law or at equity.

         (c)      The execution, delivery and performance by the Buyer of the
                  Unit Transaction Documents and the consummation by the Buyer
                  of the transactions contemplated thereby will not (a) violate
                  any provision of law, statute, rule or regulation, or any
                  ruling, writ, injunction, order, judgment or decree of any
                  court, administrative agency or other governmental body
                  applicable to it, or any of its properties or assets; (b)
                  conflict with or result in any breach of any of the terms,
                  conditions or provisions of, or constitute (with due notice or
                  lapse of time, or both) a default (or give rise to any right
                  of termination, cancellation or acceleration) under any
                  contract to which the Buyer is a party that would materially
                  adversely affect the Buyer's ability to consummate the
                  transactions contemplated by any Unit Transaction Document or
                  perform its obligations under any Unit Transaction Document;
                  or (c) violate its organizational documents.

         (d)      No permit, authorization, consent or approval of or by, or any
                  notification of or filing with, any Person is required in
                  connection with the execution, delivery and performance by the
                  Buyer of any Unit Transaction Document, the consummation by
                  the Buyer of the transactions contemplated hereby or thereby
                  (other than such notifications or filings required under
                  applicable securities laws, if any, which shall be made by the
                  Buyer on a timely basis and other than provided for in any
                  Unit Transaction Document).

         (e)      Buyer agrees that by Buyer accepting the Units at Closing,
                  Buyer shall be representing and warranting that the foregoing
                  representations and warranties are


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                  true as at the Closing Date with the same force and effect as
                  if they had been made by Buyer at the Closing Date and shall
                  continue in full force and effect. Buyer undertakes to notify
                  Seller and IC in writing of any change in any representation,
                  warranty or other information relating to Buyer set forth
                  herein which takes place prior to the Closing Date.

5.       CONDITIONS TO THE CLOSING

         (a)      CONDITIONS TO OBLIGATIONS OF EACH PARTY. The respective
                  obligations of Seller and Buyer to consummate the transactions
                  contemplated hereby shall be subject to the satisfaction at or
                  prior to the Closing Date of the following conditions, any or
                  all of which may be waived in writing, in whole or in part, by
                  the Seller or the Buyer, to the extent permitted by applicable
                  law:

                  (i)      No Governmental Authority shall have enacted, issued,
                           promulgated or enforced any statute, rule,
                           regulation, executive order, decree, judgment,
                           preliminary or permanent injunction or other order
                           which is in effect and which prohibits, enjoins or
                           otherwise restrains the consummation of the
                           transactions contemplated hereby; provided, that the
                           parties shall use commercially reasonable efforts to
                           cause any such decree, judgment, injunction or order
                           to be vacated or lifted.

                  (ii)     Each consent or approval from, or filing with any
                           Person, required to be obtained or made and any
                           waiting period required to have expired in order to
                           consummate the transactions contemplated by this
                           Agreement at the Closing shall have been obtained, or
                           made, as the case may be, and any such waiting period
                           shall have expired.

         (b)      CONDITIONS TO OBLIGATIONS OF SELLER. The obligations of Seller
                  to consummate the transactions contemplated hereby shall be
                  subject to the satisfaction or waiver, on or prior to the
                  Closing Date, of the following conditions:

                  (i)      Each representation and warranty made by the Buyer
                           herein shall be true and correct, in all material
                           respects on and as of the Closing Date, with the same
                           force and effect as though such representation and
                           warranty had been made on and as of the Closing Date,
                           except for changes permitted or contemplated by this
                           Agreement and except for each representation and
                           warranty that is made as of a specific date or time,
                           which shall be true and correct in all material
                           respects, only as of such specific date or time.

                  (ii)     The Buyer shall have complied in all material
                           respects with all its agreements and covenants
                           contained herein required to be performed at or prior
                           to the Closing to the extent such agreements and
                           covenants relate to the Closing.


                                      -5-
<PAGE>

                  (iii)    The Buyer shall have delivered to the Seller a
                           certificate executed by a senior executive officer of
                           the Buyer, which shall be satisfactory in form and
                           substance to the Seller, certifying that the
                           conditions set forth in paragraphs (i) and (ii) have
                           been met.

                  (iv)     The Buyer shall have delivered to the Seller a
                           certificate of the corporate secretary of the Buyer,
                           in form and substance satisfactory to the Seller,
                           certifying (A) a copy of the Articles of
                           Incorporation of the Buyer and all amendments
                           thereto, certified by the Secretary of State of the
                           State of Nevada, (ii) the By-Laws of the Buyer, (iii)
                           a Certificate of Good Standing for the Buyer issued
                           by the Secretary of State of the State of Nevada,
                           (iv) resolutions of the board of directors of the
                           Buyer authorizing the execution, delivery and
                           performance by the Buyer of this Agreement, any other
                           agreement entered into or instrument delivered by the
                           Buyer in connection herewith, and the transactions
                           contemplated thereby, (v) copies of each governmental
                           or third party consent, approval or filing required
                           to be obtained or made in order to consummate the
                           transactions contemplated by this Agreement at the
                           Closing, and (vi) incumbency matters.

         (c)      CONDITIONS TO THE OBLIGATIONS OF THE BUYER. The obligations of
                  the Buyer to consummate the transactions contemplated hereby
                  shall be subject to the satisfaction (or waiver), on or before
                  the Closing Date, of the following conditions:

                  (i)      Each representation and warranty made by Seller and
                           IC herein shall be true and correct in all material
                           respects, with the same force and effect as though
                           such representation and warranty had been made on and
                           as of the Closing Date, except for changes permitted
                           or contemplated by this Agreement and except for each
                           representation and warranty that is made as of a
                           specific date or time, which shall be true and
                           correct, in all material respects, only as of such
                           specific date or time.

                  (ii)     Seller and IC shall have complied in all material
                           respects with all of its agreements and covenants
                           contained herein required to be performed at or prior
                           to the Closing to the extent such agreements and
                           covenants relate to the Closing.

                  (iii)    Seller and IC shall each have delivered to the Buyer
                           a certificate executed by a senior executive officer
                           of each of Seller and IC, which shall be satisfactory
                           in form and substance to the Buyer, certifying that
                           the conditions set forth in paragraphs (i) and (ii)
                           have been met.

                  (iv)     Seller and IC shall each have delivered to the Buyer
                           a certificate of its corporate secretary, in form and
                           substance satisfactory to the Buyer, certifying (i) a
                           copy of the Articles of Incorporation of Seller or
                           IC, as the


                                      -6-
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                           case may be, and all amendments thereto, certified
                           by an appropriate governmental official, (ii) the
                           By-Laws of Seller or IC, as the case may be, (iii)
                           a Certificate of Good Standing for Seller or IC,
                           as the case may be, issued by an appropriate
                           governmental official, (iv) resolutions of the
                           board of directors of Seller or IC, as the case
                           may be, authorizing the execution, delivery and
                           performance by Seller or IC, as the case may be,
                           respectively, of this Agreement, any other
                           agreement entered into or instrument delivered by
                           Seller or IC, as the case may be, in connection
                           herewith, and the transactions contemplated
                           thereby, (v) copies of each governmental or third
                           party consent, approval or filing required to be
                           obtained or made in order to consummate the
                           transactions contemplated by this Agreement at the
                           Closing, and (vi) incumbency matters.

6.       CONFIDENTIALITY

         (a)      The parties hereto hereby covenant and agree with each other
                  that, subject to subsection 6(c), they will not disclose, or
                  allow their respective directors, officers, employees agents,
                  representatives or consultants, if any, to disclose, to any
                  Person, any of the terms, conditions or other facts of or
                  concerning this Agreement or the existence of this Agreement
                  without the prior written consent of the other parties hereto.
                  The parties hereto hereby further covenant and agree with each
                  other that they will at all times keep, and all reasonable and
                  normal steps to cause their respective directors, officers,
                  employees, agents, representatives and consultants, if any, to
                  at all times keep, all information of every nature and kind
                  whatsoever regarding Buyer, Seller and IC including, without
                  limitation, information on and/or copies of material
                  agreements, corporate, proceedings and other data, whether
                  transferred in writing, orally, visually, electronically or by
                  any other means, and all analyses, studies, compilations,
                  data, supplies or other documents prepared by any party or
                  Buyer, Seller or IC containing, or based in whole or in part
                  on, any such information or reflecting any such information,
                  strictly confidential, and shall at no time convey or
                  disclose, or knowingly allow their respective directors,
                  officers, employees, agents, representatives or consultants,
                  if any, to convey or disclose, in any manner whatsoever, to
                  any person, firm or corporation any of the aforesaid
                  information. The parties hereto hereby further covenant and
                  agree with each other not to use, and to take all normal and
                  reasonable steps to ensure that their respective directors,
                  officers, employees, agents, representatives or consultants,
                  if any, do not use, any of the aforesaid information except
                  for the purposes of exercising their respective rights and
                  performing their respective obligations under this Agreement.

         (b)      Each party hereto hereby covenants and agrees with each other
                  party hereto to indemnify and hold harmless each other party
                  hereto from any losses, damages, charges, fees or expenses
                  (including reasonable attorneys' or solicitors' fees) arising
                  out of or resulting from any breach of subsection 6(a). The
                  parties hereto hereby further covenant and agree with each
                  other not to do any act, or knowingly


                                      -7-
<PAGE>

                  allow their respective directors, officers, employees, agents,
                  representatives or consultants, if any, to do any act, to
                  infringe upon any copyright, patent, industrial design or
                  other proprietary rights of Buyer or its affiliates.

         (c)      The parties hereto hereby further covenant and agree with each
                  other that, in the event they, or their respective directors,
                  officers, employees, agents, representatives or consultants,
                  if any, become legally compelled to disclose any of the
                  aforesaid information, or are advised by their respective
                  legal counsel that such disclosure is required to comply with
                  applicable law, to immediately provide the other parties with
                  written notice so that the other parties may seek a protective
                  order or other appropriate remedy, and to cooperate, and to
                  cause their respective directors, officers, employees, agents,
                  representatives and consultants, if any, to cooperate, with
                  the other parties in any effort undertaken to obtain a
                  protective order or other remedy. Each party hereto hereby
                  further covenants and agrees with each other party to, in the
                  event that such protective order or remedy is not obtained,
                  furnish, and to cause his directors, officers, employees,
                  agents, representatives and consultants, if any, to furnish,
                  only that portion of the aforesaid information which he is
                  legally required to furnish, and to use his best efforts, and
                  to cause his directors, officers, employees, agents,
                  representatives, and consultants, if any, to use their best
                  efforts, to obtain an assurance from the recipient of any of
                  the aforesaid information that confidential treatment will be
                  accorded to such information, to the extent that such
                  assurance is available. Notwithstanding the foregoing, each of
                  the parties acknowledges that the parties may be required to
                  disclose the terms of this Agreement, and provide a copy of
                  this Agreement, in filings made by such party under applicable
                  securities law, and may have to disclose the aforesaid
                  information in an open court in legal proceedings between the
                  parties, or between a party and others, and each of the
                  parties hereby consents to such disclosure and to the filing
                  of a copy of this Agreement for public viewing under filings
                  required to be made by a party under applicable securities
                  law.

         (d)      Each party hereto hereby acknowledges to and covenants and
                  agrees with each other party hereto that a breach by him of
                  any of his covenants contained in this Section 6 may result in
                  damages to each of the other parties and that a monetary award
                  would not adequately compensate for such damages, and,
                  accordingly, that in the event of any such breach, in addition
                  to all other remedies available in law or in equity, the other
                  parties, or any of them, shall be entitled as a matter of
                  right to apply to a court of competent equitable jurisdiction
                  for such relief by way of restraining order, injunction,
                  decree or otherwise as may be appropriate to ensure compliance
                  by him with Section 6.

         (e)      Each of the parties hereto hereby acknowledges to and
                  covenants and agrees with each of the other parties hereto
                  that, notwithstanding any provision of this Agreement, its
                  covenants contained in Section 6 survive any termination of
                  this Agreement.


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7.       OTHER COVENANTS

         (a)      COOPERATION BY PARTIES; SATISFACTION OF CLOSING CONDITIONS.
                  From the date hereof and prior to the Closing, each party
                  shall use its commercially reasonable efforts, and will
                  cooperate with each other, to secure as promptly as
                  practicable all necessary consents, approvals, authorizations,
                  exemptions and waivers from third parties as shall be required
                  to enable the parties hereto to effect the transactions
                  contemplated hereby, and each party shall use its commercially
                  reasonable efforts to cause (but not waive) any closing
                  condition in Section 5 to be satisfied.

         (b)      SURVIVAL OF REPRESENTATIONS, WARRANTIES, ETC. All
                  representations and warranties in the this Agreement shall
                  survive the Closing indefinitely and shall in no way be
                  affected by any investigation of the subject matter thereof
                  made by or on behalf of Buyer, Seller or IC. All statements
                  contained in any certificate or other instrument delivered by
                  party pursuant to this Agreement shall constitute
                  representations and warranties by any party under this
                  Agreement.

         (c)      EXPENSES. Each of Buyer, Seller and IC shall pay all the costs
                  and expenses incurred by it or on its behalf in connection
                  with this Agreement and the consummation of the transactions
                  contemplated hereby.

         (d)      REMEDIES. In case any one or more of the covenants and/or
                  agreements set forth in this Agreement shall have been
                  breached by any party hereto, each other party may proceed to
                  protect and enforce its rights either by suit in equity and/or
                  by action at law, including, but not limited to, an action for
                  damages as a result of any such breach and/or an action for
                  specific performance of any such covenant or agreement
                  contained in this Agreement, and to exercise all other rights
                  existing in their favor. The parties hereto agree and
                  acknowledge that money damages may not be an adequate remedy
                  for any breach of the provisions of this Agreement and that
                  each party may in its sole discretion apply to any court of
                  law or equity of competent jurisdiction for specific
                  performance and/or injunctive relief (without posting a bond
                  or other security) in order to enforce or prevent any
                  violation of the provisions of this Agreement.

         (e)      FURTHER ASSURANCES. At any time or from time to time after the
                  Closing, Buyer, on the one hand, and Seller and IC, on the
                  other hand, agree to cooperate with each other, and at the
                  request of the other party, to execute and deliver any further
                  instruments or documents and to take all such further action
                  as the other party may reasonably request in order to evidence
                  or effectuate the consummation of the transactions
                  contemplated hereby and to otherwise carry out the intent of
                  the parties hereunder.

         (f)      REPORTING OF TRANSACTION. The parties hereto agree to report
                  (for all purposes, including without limitation tax purposes)
                  the transactions contemplated hereby in


                                      -9-
<PAGE>

                  a manner consistent with the express terms hereof, and the
                  parties agree to cooperate fully with each other to ensure
                  accurate and consistent reporting of such transactions for tax
                  purposes.

         (g)      SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to
                  the benefit of Buyer, Seller and IC, and the respective
                  successors, permitted assigns, heirs and personal
                  representatives of each of them. This Agreement shall not be
                  assignable by Buyer, without the consent of Seller, or by
                  Seller or IC, without the consent of Buyer.

         (h)      ENTIRE AGREEMENT. This Agreement and the other writings
                  referred to herein or delivered pursuant hereto which form a
                  part hereof contain the entire agreement among the parties
                  with respect to the subject matter hereof and supersede all
                  prior and contemporaneous arrangements or understandings with
                  respect thereto.

         (i)      NOTICES. All notices, requests, consents and other
                  communications hereunder to any party shall be deemed to be
                  sufficient if contained in a written instrument delivered in
                  person or sent by fax, nationally recognized overnight courier
                  or first class registered or certified mail, return receipt
                  requested, postage prepaid, addressed to such party at the
                  address set forth below or such other address as may hereafter
                  be designated in writing by such party to the other parties:

                  (i)      if to Buyer, to:

                           c/o Worldwide Fiber Inc.
                           #1510-1066 West Hastings Street
                           Vancouver, British Columbia  V6E 3X1
                           Fax:  (604) 681-6822

                           Attention:  Stephen Stow

                           with a copy to:

                           Campney & Murphy
                           2100-1111 West Georgia Street
                           Vancouver, British Columbia  V6E 3X1
                           Fax:  (604) 688-0829

                           Attention:  Bruce Tattrie

                  (ii)     if to Seller or IC, to:

                           455 North Cityfront Plaza Drive
                           20th Floor


                                      -10-
<PAGE>

                           Chicago, Illinois 60611-5505
                           Fax:  (312) 755-7669

                           Attention:  Myles K. Tobin

                           with a copy to:

                           Freeborn & Peters
                           311 South Wacker Drive
                           Suite 3000
                           Chicago, Illinois 60606
                           Fax:  (312) 360-6597

                           Attention:  Michael L. O'Shaughnessy

                   All such notices, requests, consents and other communications
                   shall be deemed to have been given when received.

         (j)      AMENDMENTS. The terms and provisions of this Agreement may be
                  modified or amended, or any of the provisions hereof waived,
                  temporarily or permanently, pursuant to the written consent of
                  Buyer, Seller and IC.

         (k)      COUNTERPARTS. This Agreement may be executed in any number of
                  counterparts, and each such counterpart hereof shall be deemed
                  to be an original instrument, but all such counterparts
                  together shall constitute but one agreement.

         (l)      HEADINGS. The headings of the sections of this Agreement have
                  been inserted for convenience of reference only and shall not
                  be deemed to be a part of this Agreement.

         (m)      NOUNS AND PRONOUNS. Whenever the context may require, any
                  pronouns used herein shall include the corresponding
                  masculine, feminine or neuter forms, and the singular form of
                  names and pronouns shall include the plural and vice versa.

         (n)      GOVERNING LAW. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of New York
                  without giving effect to the principles of conflicts of law.
                  Each of the parties hereto hereby irrevocably and
                  unconditionally consents to submit to the non-exclusive
                  jurisdiction of the courts of the State of New York located in
                  the City of New York, for any action, proceeding or
                  investigation in any court or before any governmental
                  authority ("LITIGATION") arising out of or relating to this
                  Agreement and the transactions contemplated hereby, and
                  further agrees that service of any process, summons, notice or
                  document by registered mail to its respective address set
                  forth in this Agreement shall be effective service of process
                  for any Litigation brought against it in any such court. Each
                  of the parties hereto hereby irrevocably and


                                      -11-
<PAGE>

                  unconditionally waives any objection to the laying of venue of
                  any Litigation arising out of this Agreement or the
                  transactions contemplated hereby in the courts of the State of
                  New York located in the City of New York, and hereby further
                  irrevocably and unconditionally waives and agrees not to plead
                  or claim in any such court that any such Litigation brought in
                  any such court has been brought in an inconvenient forum.

         (o)      CURRENCY. Unless otherwise indicated, references to "dollars",
                  "$" or "US$" are to U.S. dollars and references to "C$" are to
                  Canadian dollars.


         (p)      NO PARTNERSHIP. The obligations of each of the parties to this
                  Agreement are several and not joint. Nothing in this Agreement
                  shall imply or be deemed to imply a partnership, joint venture
                  or other relationship between the parties.

              [The rest of this page is intentionally left blank.]


                                      -12-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement to be duly executed as of the date first above written.

                                            IC FIBER HOLDING INC.

                                            By: /s/ Claude Mongeau
                                               ----------------------------
                                            Its: Senior Vice President and
                                                 Chief Financial Officer
                                               ----------------------------

                                            WORLDWIDE FIBER IC HOLDINGS, INC.

                                            By: /s/ David Lede
                                               ----------------------------


                                            Its: President
                                               ----------------------------

                                            ILLINOIS CENTRAL RAILROAD COMPANY

                                            By: /s/ Claude Mongeau
                                               ----------------------------

                                            Its: Senior Vice President and
                                                 Chief Financial Officer
                                               ----------------------------


                                      -13-
<PAGE>

                                    EXHIBIT A

                                   ASSIGNMENT

         FOR VALUE RECEIVED, IC Fiber Holding Inc., a Delaware corporation ("IC
Fiber"), DOES HEREBY ASSIGN AND TRANFER unto Worldwide Fiber IC Holdings, Inc.,
a Nevada corporation, 25 Units in Worldwide Fiber IC LLC, a Delaware limited
liability company, being all of IC Fiber's Units in Worldwide Fiber IC LLC.

         IN WITNESS WHEREOF, the undersigned has executed these presents as of
March ____, 2000.

                                            IC FIBER HOLDING INC.

                                            By:________________________________

                                            Its:_______________________________


                                      -14-
<PAGE>

                                    EXHIBIT B

                                  CROSS-RECEIPT

         THIS CROSS-RECEIPT is made with respect to the Purchase Agreement dated
as of March ___, 2000 (the "Purchase Agreement") by and between IC Fiber Holding
Inc., a Delaware corporation ("Seller"), and Worldwide Fiber IC Holdings, Inc.,
a Nevada corporation ("Buyer").

         By its signature below, Buyer hereby acknowledges receipt from Seller
of Seller's Units (the "Units") in Worldwide Fiber IC LLC, a Delaware limited
liability company.

         By its signature below, Seller hereby acknowledges receipt from Buyer
of $20,000,000 in the form of a bank draft payable to Seller, such payment
representing payment of the Purchase Price to Seller pursuant to Section 2 of
the Purchase Agreement.

         Capitalized terms used and not otherwise defined herein have the
meanings given such terms in the Purchase Agreement.

Dated:            March ____, 2000

                                            BUYER:
                                            WORLDWIDE FIBER IC HOLDINGS, INC.

                                            By:________________________________

                                            Its:_______________________________

                                            SELLER:
                                            IC FIBER HOLDING INC.

                                            By:________________________________

                                            Its:_______________________________


                                      -15-