##### 



FINAL Binding Term Sheet
between
Rogers Wireless Inc. (Wireless)
and
Rogers Communications Inc. (RCI) FOR THE PROVISION OF CUSTOMER
CARE SERVICES AND SALES 1.
    
    General Description:
    
    This binding term sheet is intended to set out the
terms and conditions under which RCI will provide
customer care services to Wireless.2.
    
    Term:
    
    Indefinite term, commencing January 1, 2002 and
continuing until terminated in accordance with this
term sheet.3.
    
    Performance Metrics:
    
    RCI shall use its commercially reasonable efforts
to meet the performance objectives set out below.
It is agreed that these metrics will be used, via a
weekly scorecard in the form attached as Schedule
A, or in the monthly statistics package to track
and analyze results. Variance analysis will be
provided when there is a 5% gap between either the
objective and/or actual result or the previous
month(s) and current month. Further metrics may be
added as agreed to by RCI and Wireless. Where
applicable, monthly targets and actual results will
be measured for each of Core ICC, Paygo, DCC and
Messaging.(a)
    
    Service LevelsService Level is defined as the number of CSR
calls handled within 20 seconds divided by the
number of CSR calls offered. This is calculated on
a weighted-average basis nationally.Committed service levels are as follows:
    
    Incoming Call Centres (ICC) (including
Retention): 80%
 - 1 -




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FINAL


    
    Dealer Call Centres (DCC): 80%
    
    Common: 80%
    
    Messaging: 70%
    
    Prepaid: 60%
    
    Montreal accounts receivable: 50%(b)
    
    Customer Base Calling
Wireless is responsible to estimate and to use its
commercially reasonable efforts to reduce the
volume of CSR handled calls. RCI is responsible to
provide Wireless with ongoing reports (not less
often than monthly) on call volume drivers. The
estimated volume of CSR handled calls will be as
set out in the Customer Care budget approved by RCI
and Wireless in accordance with this term sheet. A
reforecast of call volumes will be provided by
Wireless one month prior to the commencement of
each calendar quarter.Wireless will also work with RCI to ensure changes
in the business are communicated on a timely basis
that will have an impact on call volumes and AHT
(as defined below).(c)
    
    Sales per month
RCI will use its commercially reasonable efforts to
meet the quota of sales of new and additional
services, in accordance with the programs developed
by Wireless.(d)
    
    Average Handle Time(AHT) represents the
average time, expressed in seconds, for a CSR to
complete a call including all work related to that
call. RCI is responsible for ensuring that
processes are consistent across all call centres.
RCI and Wireless are jointly responsible to
establish appropriate targets and to reduce AHT.(e)
    
    Percent Customer Base Calling (CBC) (Total):
The total offered load generated by Wireless
customers in a month. This includes the
interactive voice recognition (IVR) handled load.
For purposes of determining staffing levels
Wireless will
 - 2 -




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##### 



FINAL provide % CBC for both CSR and IVR
calls.(f)
    
    % Adjustments. The total discretionary
adjustments (credits) as a percent of revenue given
by RCI to customers of Wireless. Wireless will
provide approval thresholds, monthly objectives and
results. Both parties agree to use their
commercially reasonable efforts to minimize
adjustments.(g)
    
    Hardware Upgrades (HUP) per Month; HUP
Exceptions/month:The total number of Hardware
Upgrades per month approved by RCI as well as the
total number of HUP exceptions processed by RCI
each month. The HUP objectives shall be in
accordance with the approved Wireless HUP program.
Wireless will provide and monthly results for
Hardware Upgrades. Exceptions to HUP will be
reviewed jointly by RCI and Wireless for further
action.(h)
    
    Sales per month:The number of up/cross sales
per month completed by RCI. Wireless will provide
monthly results.(i)
    
    % Occupancy:RCI will provide monthly
objectives and results. % Occupancy is defined as
(total staffed time  available time) / total
staffed time.(j)
    
    Abandoned Callsrepresents the difference
between CSR calls offered and CSR calls handled
expressed as a percentage of total CSR calls
offered. RCI will be responsible to ensure
abandoned calls remain within budgeted target
levels.(k)
    
    IVR Calls Handled: Total number of calls
handled completed by the IVR. RCI will provide the
monthly objectives and results.(l)
    
    CSR Calls Offered:Aggregate number of all
offered calls to the RCI call centres by Wireless
customers (Total Calls Offered-IVR Handled). RCI
will provide monthly objectives and results.
 - 3 -




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##### 



FINAL (m)
    
    CSR Calls Handled:Aggregate number of all
calls handled by the Customer Service Consultants.
RCI will provide the monthly objectives and
results.(n)
    
    Percent Repeat Calls:The percentage of calls
generated by the same Wireless customer. A repeat
call is defined as at least 3 calls generated by
the same customer over a rolling 30-day period.
Wireless will provide the monthly objectives and
results.(o)
    
    Accounts Receivable:Wireless agrees to report
on A/R metrics for all but the Montreal A/R group.
Customer Care agrees to report on the same measures
for the Montreal A/R group.(p)
    
    Total Calls Offered: Wireless is responsible
for aggregate total offered call volume objectives.
Wireless will work to reduce calls offered. The
targeted volumes are as set out in the approved
Customer Care budget.4.
    
    
    
    Cost per Call
It is the responsibility of RCI to meet the cost
per call objectives, based on the Customer Care
budget approved in accordance with this term sheet.
The cost per call is defined as the operating
expense net of sales commissions by call centre
type (eg. skill type) divided by total handled
calls by call centre type.The committed costs per call are guaranteed by RCI
and any required adjustments are made annually.
The guaranteed costs for 2002 are as follows:
  
 ICC
    
    $
    8.96DCC
    
    $
    8.60Messaging
    
    $
    9.83Prepaid
    
    $
    6.07Common
    
    $7.80 (Wireless share)
   Actual amounts incurred will be calculated at end
of each year in accordance with the methodology set
out in Schedule C.
 - 4 -




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FINAL RCI shall be responsible for all costs exceeding
the prescribed cost per call, determined on a
category by category basis. Any adjusting payments
shall be determined as at December 31 and payment
made by January 31 of the following year.Additional services to be provided by RCI must be
agreed upon in writing by both RCI and Wireless and
will be invoiced on an actual cost basis with RCI
being responsible for tracking and reporting such
costs. In the case of services provided by
existing call centre groups such as retention
activities and the Montreal Accounts Receivable
group, the costs will be determined by taking the
total call volume related to this activity,
multiplied by the AHT of the call, multiplied by
the variable per minute cost of the RCI customer
care group.For the start up of new call centres and the
expansion of common call centres as well as
activities such as system migration, RCI and
Wireless will jointly establish a budget with
respect to these activities and costs will be
invoiced on an actual basis. Costs for their
activities will be invoiced on a monthly basis and
RCI and Wireless will jointly work to bring costs
in on budgeted amounts.In the case of start up of new call centres, RCI
and Wireless will agree on the determination of the
start up period and after this period the cost per
call charged to Wireless by RCI will be governed by
this agreement.5.
    
    Bi-Weekly
Settlement:
    
    On a bi-weekly basis, Wireless shall reimburse
amounts owing to RCI, based on estimated payroll
costs.Each of RCI and Wireless shall co-operate to
complete a full monthly reconciliation, based on
all applicable costs and estimated sales
commissions with a final settlement taking place at
the end of each calendar month.6.
    
    Capital Costs:
    
    All capital costs incurred by RCI on behalf of
Wireless shall be in accordance with the capital
budget approved at the beginning of the financial
year except for the replacement or repair of
existing facilities. All such expenditures shall
 - 5 -




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FINAL be subject to the Commitment Authorization process
established for the Rogers group of companies. No
expenditures are to occur without the written
approvals as required by that policy, except for
the replacement or repair of existing facilities.
All assets purchased shall be the property of
Wireless.7.
    
    Budget Process:
    
    RCI and Wireless will establish an annual Customer
Care budget, prior to the commencement of each
financial year. The Customer Care budget and any
other expenses, other than those required by RCI to
meet the guaranteed cost per call and other
operating criteria specified in this agreement,
shall be subject to the approval of RCI and
Wireless in accordance with the Budgeting and
Commitment Authorization process established for
the Rogers group of companies.8.
    
    Sales Commitment:
    
    RCI will use commercially reasonable efforts to
achieve the jointly determined sales goals (sales
per month, being activation of new core and prepaid
Subscriptions-Boxed and Pay as You Go).Wireless and RCI agree that sales performance will
be reviewed on or before December 31, 2002.9.
    
    Sales Compensation:
    
    RCI will be entitled to compensation for its sales
activities in accordance with Schedule B, subject
to change by Wireless on not less than 45 days
written notice. RCIs compensation will be the
same base activation commission paid by Wireless to
its retail distribution generally from time to
time, but for greater certainty excluding residual
commissions.10.
    
    Marketing &
Promotions
    
    Wireless will use its commercially reasonable
efforts to promote the RCI call centres as a
distribution channel for Wireless products and
services. RCI and Wireless will cooperate and
consult in establishing promotions for the RCI call
centres. RCI will be entitled to cooperative
advertising funding in accordance with Wireless
standard policies in this regard.11.
    
    Obligations of RCI:
    
    (a)
    
    RCI will use its commercially reasonable efforts to
 - 6 -




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FINAL develop and promote sales of Wireless
products and services and to diligently maintain
and promote the public image of Wireless as
Canadas leading supplier of wireless
communications services.(b)
    
    RCI shall perform the services in a
professional and workman-like manner and in
accordance with the highest industry standards.(c)
    
    A senior representative of RCI Call Centre
Management will use commercially reasonable efforts
to attend each weekly Wireless Operations meeting
and each monthly Services meeting, as well as the
monthly RCI CEO/CFO/controller meetings.(d)
    
    RCI will be responsible for sourcing,
coordinating and managing third party call centre
services, subject to the prior written approval of
Wireless, which will not be unreasonably withheld.12.
    
    Employees:
    
    All personnel engaged in the provision of the
customer care services shall be the permanent or
temporary employees of RCI staff or third party
service providers engaged by RCI.13.
    
    Exclusivity:
    
    During the term RCI shall not promote or offer for
sale or rent the products and services of any other
wireless service provider.14.
    
    Termination for
Convenience:
    
    This Agreement may be terminated by either party at
any time after December 31, 2002 upon ninety (90)
days written notice to the other.15.
    
    Termination for
Cause:
    
    Either party may immediately terminate this
agreement by written notice to the other (the
Defaulting Party) if:a)
    
    the Defaulting Party is in default under this
agreement and such default continues for after
thirty (30) days notice of such default; orb)
    
    bankruptcy or insolvency proceedings are
instituted by or against the Defaulting Party, the
Defaulting Party is adjudicated as bankruptcy,
becomes insolvent, makes an assignment for the
benefit of creditors or proposes or makes any
arrangements for the liquidation of its debts or a
receiver and manager is appointed with respect to
all or any part of the assets of the Defaulting
Party.
 - 7 -




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FINAL 16.
    
    Confidential
Information;
Privacy:
    
    RCI acknowledges that all information concerning
subscribers to Wireless services is the
confidential and proprietary information of
Wireless. RCI agrees that it shall not disclose
any such information to a third party unless
required by law or regulation or as may be
permitted in writing by Wireless.17.
    
    No Consequential
Damages:
    
    Neither of the parties shall be liable to the other
party for consequential damages (including without
limitation loss of profits, loss of business
opportunities, loss of revenue or loss of property)
arising directly or indirectly from any breach of
this agreement, fundamental or otherwise or from
any tortious acts or omissions of either party.18.
    
    Binding Agreement:
    
    This agreement shall enure to the benefit of and be
binding upon Wireless and RCI and their respective
successors and assigns and is the entire agreement
between the parties with respect to its subject
matter and supercedes all prior documents and
agreements. No amendment or modification of this
agreement shall be binding on the parties unless
made in writing and duly executed by both RCI and
Wireless.
 ROGERS WIRELESS INC.
    
    
    
    ROGERS COMMUNICATIONS INC.By:
    
    
    
    
    
    By:Nadir Mohamed
    
    
    
    
    
    Edward S. RogersPresident & CEO
    
    
    
    
    
    President and CEOBy:
    
    
    
    
    
    By:John Gossling
    
    
    
    
    
    Alan HornSenior Vice-President
    
    
    
    
    
    Vice President, FinanceFinance & CFOBy:
    
    
    
    
    
    By:Jim Lovie
    
    
    
    
    
    Bob StarkExecutive Vice-President,
    
    
    
    
    
    Vice-President,Sales, Service & Distribution
    
    
    
    
    
    Customer Care
 - 8 -




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##### 



FINAL SCHEDULE A
TO ROGERS WIRELESS/ROGERS COMMUNICATIONS INC.
TERM SHEET FORM OF CUSTOMER CARE SCORECARD ACTUAL RESULTS - [insert date] , 2002
    
    TARGETSYTD
    
    
    
    
    
    YTD
    
    Dec 31Metrics
    
    January
    
    February
    
    March
    
    April
    
    May
    
    June
    
    MTD July
    
    (June)
    
    MTD July
    
    (June)
    
    2002Service LevelICCDCCMessagingPrepaidCost Per CallICCDCCMessagingPrepaidCall Volume (in 000s)ICCDCCMessagingPrepaidSalesEnhanced Services*Employee SatisfactionTotal Customer CareService QualityTotal Customer Care
   *
    
    Enhanced Services sales results are from the WINCOMM report provided by the Wireless Commissions group. Reported unit numbers contain non-sales maintenance and dealer transactions. Effective July 2002, RCI Customer Care and Wireless Commissions will have implemented rules and
procedures to rectify this situation.**
    
    Wireless Enhanced Services results are prepared on a monthly basis but are only made available 2 or 3 weeks after month-end due to processing delays. - 9 -




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FINAL SCHEDULE B
TO ROGERS WIRELESS/ROGERS COMMUNICATIONS INC.
TERM SHEET COMPENSATION Effective July 1, 2002  A.
    
    PAYMENT OF COMMISSIONS1.
    
    Commission Payments. Unless otherwise set out in this Schedule A, Wireless shall pay
Commissions to monthly, approximately fifteen (15) days after the end of each
month. At approximately the same time as Commissions are paid by Rogers
Wireless Inc. to RCI, Rogers Wireless Inc. shall provide to RCI by e-mail or in
hard-copy format, a statement (a Commission Statement) setting out, among
other things, the basis upon which the amount of such Commissions was
determined.  2.
    
    Errors and Omissions. RCI agrees to review each Commission Statement upon its receipt and to
promptly notify Rogers Wireless Inc. of any errors or omissions contained
therein. Each Commission Statement will be binding on RCI sixty (60) days
after Rogers Wireless Inc.s delivery thereof to RCI and, after such time,
Rogers Wireless Inc. shall not be obligated to adjust the amount of any
Commissions paid to RCI for the period covered by such Commission Statement.  B.
    
    INTERPRETATION3.
    
    Definitions. In this Schedule A the following terms shall have the following
meanings: Base Voice Commissionmeans a one-time Commission payment, payable by
Rogers Wireless Inc. to RCI as compensation for the solicitation of a new
Subscription to the Wireless Voice Service. Charge Backhas the meaning specified in Section 2.3 of this Schedule
A. Commissionable Revenuemeans, for any period of time with respect to a
Customer, the aggregate of all amounts actually collected by Rogers Wireless
Inc. from such Customer with respect to properly billed charges for (i) local
airtime use, (ii) monthly service fees for the use of the Wireless Voice
Services, and (iii) any other items that Rogers Wireless Inc. may, in - 10 -




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FINAL its sole discretion, determine. The aggregate of the foregoing amounts
will be adjusted by charges or credits that Rogers Wireless Inc. may make
from time to time in the normal course of its business. Commissionable
Revenue does not include any amounts that Rogers Wireless Inc. has billed
Customers with respect to the above items that have been written off as
uncollectable or any such amounts that Rogers Wireless Inc. later recovers
(as a result of the efforts of a collection agency or otherwise).
Commissionable Revenue also does not include any amounts with respect to any
charges for the following:  (a)
    
    long distance services, access, use, features or options;(b)
    
    service initiation fees;(c)
    
    system access fees;(d)
    
    international roaming;(e)
    
    late payment charges;(f)
    
    customer referral bonuses;(g)
    
    transfers from account;(h)
    
    changes in telephone numbers;(i)
    
    directory listings;(j)
    
    misapplied payments;(k)
    
    all applicable taxes, including provincial sales tax,
telecommunication service tax and Goods and Services Tax;(l)
    
    contra account; and(m)
    
    any charges not related to use or access. One Hundred Eighty Days Following Activationmeans with respect to each
Subscription solicited by RCI, the period commencing on the date of the
Subscription and ending one hundred eighty (180) days following the date of the
Subscription. Margin Based Producthas the meaning specified in Section 6 of this
Schedule A. Optional Featuremeans a value added service or feature associated with
the Wireless Voice Services which may be offered by Rogers Wireless Inc. in its
sole discretion and which generates revenues for Rogers Wireless Inc. Residual Commissionsmeans Commissions that are calculated as a
percentage of the Commissionable Revenues and payable over a specified period
of time. Wireless Data Servicesmeans the wireless communications services
offered by or through Rogers Wireless Inc. or its Affiliates, excluding
Wireless Voice Services. - 11 -




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FINAL Wireless Voice Servicesmeans the wireless voice only communications
services offered by or through Rogers Wireless Inc. or its Affiliates, both
analogue and digital, including Personal Communications Services (PCS). C. COMMISSIONS  1.
    
    General. Rogers Wireless Inc. agrees to pay the following Commissions to RCI with
respect to Subscriptions to Wireless Voice Services (other than activations to
Margin Based Products).  2.
    
    Base Voice Commissions. Subject to the terms and conditions of this Section 2, Rogers Wireless
Inc. agrees to pay a Base Voice Commission to RCI with respect to each new
Subscription to the Wireless Voice Services (other than activations to Margin
Based Products) that is solicited by RCI.  2.1
    
    The amount of the Base Voice Commission payable by Rogers Wireless Inc.
with respect to a new Subscription shall be as set out in the following
table: Rate Plan with
    
    
    
    
    
    Rate Plan withMonthly Service
    
    
    
    
    
    MSF of $ 40 + andFee (MSF) in
    
    Rate Plan with
    
    Corporate Ratethe $10 - $19.99*
    
    MSF in the $20 -
    
    Plan (does notTerm
    
    Range
    
    $39.99 Range
    
    include EPP Plans)Monthly
    
    
    N/A
    
    
    $
    25
    
    
    $
    251 Year
    
    $
    25
    
    
    $
    75
    
    
    $
    1502 Year
    
    $
    25
    
    
    $
    100
    
    
    $
    150*    2 in 1 Plan will be commissioned at $50
  2.2
    
    Notwithstanding anything else contained in this Schedule A, Rogers
Wireless Inc. shall not be obligated to pay any Base Voice Commission to
RCI with respect to a Subscription if (i) the Customer has ceased to be a
Customer of the Wireless Voice Services at any time and for any reason
during the ninety (90) day period immediately preceding the date of such
Subscription, or (ii) Rogers Wireless Inc. has paid or is obligated to pay
a Base Voice Commission to any other Person with respect to such
Subscription. - 12 -




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FINAL  2.3
    
    RCI agrees that 100% of the Base Voice Commission with respect to each
Subscription, will be fully earned only if the Customer (i) uses the
Wireless Voice Services continuously for the One Hundred Eighty Days
Following Activation, and (ii) pays to Rogers Wireless Inc. Commissionable
Revenue in an amount not less than the Base Voice Commission during such
period. If the Customer fails to satisfy these conditions, then Rogers
Wireless Inc. will require the repayment (Charge Back") of all or part of
the Base Voice Commission as follows:  (a)
    
    if the Customer de-activates from the Wireless Voice Service
for any reason during the One Hundred Eighty Days Following
Activation and payment of an amount at least equal to the Customers
initial invoice has been received by Rogers Wireless Inc. (which
shall include the application of any security deposit given to Rogers
Wireless Inc. by the Customer to the Customers account), Rogers
Wireless Inc. will Charge Back (by deducting an amount from the
Commissions payable to RCI or otherwise) an amount that shall be
determined by multiplying (i) the Base Voice Commission, by (ii) the
number (expressed as a percentage) set out in the table below
opposite the month during the One Hundred Eighty Days Following
Activation that such de-activation occurred. Month of De-Activation
    
    MultiplierOn or before Month one
    
    
    100
    %Month two
    
    
    90
    %Month three
    
    
    80
    %Month four
    
    
    70
    %Month five
    
    
    60
    %Month six
    
    
    50
    %
  (b)
    
    if the Customer continues to use the Wireless Voice Services
for the One Hundred Eighty Days Following Activation and at the end
of such period, Rogers Wireless Inc. has not received Commissionable
Revenue from the Customer equal to the applicable Base Voice
Commission, Rogers Wireless Inc. will Charge Back (by deducting an
amount from the Commissions payable to RCI) an amount equal to the
amount by which (i) the Base Voice Commission exceeds (ii) the
aggregate of all Commissionable Revenue for such period.(c)
    
    if the Customer de-activates from the Wireless Voice Service
for any reason during the One Hundred Eighty Days Following
Activation and payment of an amount at least equal to the Customers
initial invoice has not been received by Rogers Wireless Inc. (which
shall include the application of any security deposit given to Rogers
Wireless Inc. by the Customer to the Customers account), Rogers
Wireless Inc. will Charge Back (by deducting an amount from the
Commissions otherwise - 13 -




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FINAL  payable to RCI or otherwise) an amount equal to the Base Voice
Commission that was paid to RCI.  2.4
    
    Notwithstanding any other provision of this Schedule A, Rogers Wireless
Inc. may, in its sole discretion, upon thirty (30) days written notice to
RCI, Charge Back (by deducting an amount from the Commissions payable to
RCI otherwise), 100% of any Base Voice Commission paid to RCI with respect
to a Subscription if Rogers Wireless Inc. reasonably believes that RCI
acted fraudulently with respect to such Subscription or if the Customer
de-activates due to, without limitation, buyers remorse or an activation
in error. In addition, Rogers Wireless Inc. shall be entitled to Charge
Back for all reasonable liquidated damages it has incurred due to any such
fraudulent activity or de-activation.2.5
    
    The amount of the Base Voice Commission payable by Rogers Wireless Inc.
with respect to a new Subscription in accordance with this Section 2 shall
be increased or decreased (as set out below) if, at any time during the
Adjustment Period (as defined below), the Customer changes its rate plan
(a Rate Plan Change) to: (i) a service or product for which no
Commission or other compensation is payable, for example a Margin Based
Product; or (ii) a rate plan for which the amount of the Base Voice
Commission payable with respect to a Subscription for such rate plan is
(a) higher (a Higher Base Voice Commission),
or (b) lower (a Lower Base
Voice Commission) than the amount of the Base Voice Commission that has
at such time been paid by Rogers Wireless Inc. to RCI with respect to such
Subscription. In such an event, (i) if a Higher Base Voice Commission is
applicable to the new rate plan, or (ii) if a Lower Base Voice Commission
is applicable to the new rate plan or no Commission is payable for the new
service or product, Rogers Wireless Inc. shall pay or Charge Back from
RCI, as the case may be, an amount equal to the positive difference
between (x) the Higher Base Voice Commission, the Lower Base Voice
Commission or zero, as the case may be, and (y) the amount of the Base
Voice Commission that has at such time been paid by Rogers Wireless Inc.
to RCI with respect to such Subscription. For purposes of this Schedule
A, the Adjustment Period means a period of one hundred and twenty
(120) days that initially begins on the date of a Subscription and ends
one hundred and twenty (120) days thereafter, unless such period is
restarted as set out below. Such period shall be restarted on the date of
any Rate Plan Change that occurs during the initial period of one hundred
and twenty (120) days and shall thereafter be restarted on the date of
each subsequent Rate Plan Change until such time as a period of one
hundred and twenty (120) days has elapsed during which no Rate Plan Change
as occurred.3.
    
    Wireless Data Services. Pursuant to Section 5.4 of this Schedule A, Rogers Wireless Inc. may, in
its sole discretion, introduce new price plans and promotional offerings with
respect to Wireless Data Services (including bundling voice/data packages) with
varying compensation arrangements immediately upon notice to RCI. - 14 -




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FINAL  4.
    
    Optional Features. Rogers Wireless Inc. agrees to pay Commissions to RCI for each Optional
Feature (other than an Optional Feature that is included in any promotion,
plan, or offer) that RCI sells to a Customer, in an amount determined by Rogers
Wireless Inc., in its sole discretion, from time to time. Any such Commissions
shall be paid as a one time payment one hundred thirty five (135) days
following the date such Optional Feature was sold to the Customer, provided the
Customer continues to use and has not cancelled any such Optional Feature
during the first one hundred thirty five (135) days after the initial purchase
thereof. Rogers Wireless Inc. may, from time to time prescribe additional
conditions (including Charge Backs) and may modify the Optional Feature
compensation structure with respect to any such Commissions by providing thirty
(30) days notice thereof in writing to RCI.  5.
    
    Miscellaneous.5.1
    
    No Commissions shall be payable with respect to cellular telephone
numbers and/or wireless devices provided by Rogers Wireless Inc. and used
by RCI for sales, marketing or demonstration purpose.5.2
    
    No Base Voice Commissions shall be payable to RCI with respect to changes
to cellular telephone numbers by a Customer. In addition, no such changes
shall affect the period for which Residual Commissions are payable.5.3
    
    Rogers Wireless Inc. shall not be required to pay any Commissions to RCI
with respect to, without limitation, (i) fraudulent or improper
Subscriptions, (ii) Subscriptions not activated in accordance with the
rules and procedures established by Rogers from time to time, (iii)
services or products not requested by the Customer, (iv) services
de-activated due to buyers remorse, (v) activations made in error, or
(vi) where RCI has failed to strictly comply with all activation
procedures issued from time to time by Rogers Wireless Inc. in writing.5.4
    
    RCI acknowledges that, due to the competitive marketplace in which Rogers
Wireless Inc. and RCI operate, Rogers Wireless Inc. may introduce new
price plans and promotional offerings (including bundled hardware/airtime
usage) with varying compensation arrangements immediately upon notice to
RCI.5.5
    
    Notwithstanding anything to the contrary in this Schedule A, no Base
Voice Commission shall be paid to RCI at any time with respect to a
Customers:  (a)
    
    renewal of a rate plan;(b)
    
    change from one rate plan to another rate plan; or - 15 -




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##### 



FINAL  (c)
    
    activation of a Margin Based Product on any other plan or
migration from a Margin Based Product to any other plan.  6.
    
    Compensation for Margin Based Products. Rogers Wireless Inc. may from time to time and in its sole discretion,
authorize RCI to sell certain products, including without limitation, Rogers
Wireless Inc.s prepaid cellular service known as Pay As You Go, with respect
to which no Commissions or other compensation will be paid (Margin Based
Products). RCI acknowledges and agrees that, unless otherwise specified by
Rogers Wireless Inc. in writing, its entire compensation for the sale of any
Margin Based Products shall be the margin between the amount that RCI pays to
Rogers Wireless Inc. for such products and the price for which RCI sells them. - 16 -




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SCHEDULE C
TO ROGERS WIRELESS/ROGERS COMMUNICATIONS INC.
TERM SHEET COSTING METHODOLOGY - 17 -