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LOGOCALL-NET ENTERPRISES INC.NOTICE OF AMENDMENT TOMANAGEMENT PROXY CIRCULARDATED MAY 25, 2005in respect of theARRANGEMENTinvolvingCALL-NET ENTERPRISES INC.andROGERS COMMUNICATIONS INC.SPECIAL MEETING OF SHAREHOLDERS OFCALL-NET ENTERPRISES INC.TO BE HELD ON JUNE 29, 2005JUNE 8, 2005This is a notice of amendment to the management proxy
    circular dated May 25, 2005 of Call-Net Enterprises Inc.
    (Call-Net) soliciting proxies in connection with the
    proposed arrangement involving Call-Net and Rogers
    Communications Inc., as more particularly described in this
    notice and in such management proxy circular. The Board of Directors of Call-Net continues to unanimously
recommend that shareholders vote in favour of the Arrangement
Resolution to be voted on at the special meeting of Call-Net
shareholders to be held on June 29, 2005. Any Call-Net shareholder who has previously deposited a valid
proxy or provided voting instructions to his or her broker or
other intermediary for use at the special meeting and who does
not wish to change his or her proxy or voting instructions need
not take any further action.




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Dear Shareholder,

A notice of meeting and management proxy circular dated
May 25, 2005 (the Circular) was delivered to
you in connection with a special meeting of the shareholders of
Call-Net to be held at the Hilton Toronto (Toronto III
Room), 145 Richmond Street West, Toronto, Ontario on Wednesday,
June 29, 2005 at 11:00 a.m. (Toronto time).

As described in the Circular, at the meeting you will be asked
to consider and, if considered advisable, approve a special
resolution (the Arrangement Resolution) with respect
to the arrangement (the Arrangement) involving the
acquisition by Rogers Communications Inc. (RCI) of
all of the outstanding common shares (the Common
Shares) and all of the outstanding Class B non-voting
shares (the Non-Voting Shares and, together with the
Common Shares, the Call-Net Shares) of Call-Net,
pursuant to an arrangement agreement dated May 11, 2005
between Call-Net and RCI. Under the Arrangement, shareholders
will receive, for every 4.25 Call-Net Shares they hold, one
Class B Non-Voting Share of RCI (RCI Non-Voting
Share).

The attached Notice of Amendment to the Management Proxy
Circular (the Notice of Amendment to the Circular)
describes an amendment to certain of the information included in
the Circular. In particular, subject to the approval of the
Arrangement Resolution by the Shareholders at the meeting, the
date of the hearing in respect of the Final Order has been
changed from 10:00 a.m. (Toronto time) on July 7, 2005
to 10:00 a.m. (Toronto time) on June 30, 2005. The
hearing will be held at the Ontario Superior Court of Justice,
393 University Avenue, Toronto, Ontario. The Notice of
Amendment to the Circular does not contain any changes to the
terms of the transaction between Call-Net and RCI.

The date of the special meeting of the shareholders of
Call-Net to vote on the Arrangement Resolution has not changed
and will be held on Wednesday, June 29, 2005 at
11:00 a.m. (Toronto time) at the Hilton Toronto
(Toronto III Room), 145 Richmond Street West, Toronto,
Ontario, and the record date for voting will remain May 17,
2005, as previously announced.

Any Call-Net shareholder who has already deposited a valid proxy
or provided voting instructions to his or her broker or other
intermediary for use at the special meeting and who does not
wish to change his or her proxy or voting instructions need not
take any further action. The form of proxy or voting instruction
form originally mailed to Call-Net shareholders for use at the
special meeting may continue to be used by shareholders who have
not yet deposited a valid proxy or provided voting instructions.

On behalf of the Call-Net Board of Directors, I would like to
thank you again for the support you have shown as shareholders
of Call-Net.

Yours truly,

LOGO







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NOTICE OF AMENDMENT

June 8, 2005



|    |                                                                                        
|--- | ---------------------------------------------------------------------------------------
|TO: | HOLDERS OF COMMON SHARES AND CLASS B NON-VOTING SHARES OF
    CALL-NET ENTERPRISES INC.

Except as otherwise set forth in this notice of amendment (the
Notice of Amendment), the terms and conditions
previously set forth in the Management Proxy Circular dated
May 25, 2005 (the Circular), including the date
and time of the special meeting of Call-Nets Shareholders,
continue to be applicable in all respects and this Notice of
Amendment should be read in conjunction with the Circular.
Unless the context requires otherwise, terms not defined herein
have the meanings set forth in the Circular.

Amendment to the Circular

Pursuant to a second interim order of the Court dated
June 8, 2005 (the Second Interim Order), which
varies the Interim Order, the hearing in respect of the Final
Order has been changed from 10:00 a.m. (Toronto time) on
July 7, 2005 to 10:00 a.m. (Toronto time) on
June 30, 2005.The hearing will take place at the
Ontario Superior Court of Justice, at 393 University
Avenue, Toronto, Ontario. Accordingly, the section entitled
The Arrangement  Court Approval and Completion
of the Arrangement in the Circular is amended as follows:

Court Approval and Completion of the Arrangement

The Arrangement requires approval by the Court. Prior to the
mailing of this Circular, Call-Net obtained the Interim Order
providing for the calling and holding of the Meeting and other
procedural matters. A copy of the Interim Order is attached as
Appendix D to the Circular. The Second Interim Order,
varying the Interim Order to change the return date of the
Application from Thursday, July 7, 2005 to Thursday,
June 30, 2005,is attached to the Notice of
Amendment as Appendix A. The original Notice of Application
for the Final Order is attached to the Circular as
Appendix C. The Notice of Application, revised to reflect a
change of the return date of the hearing of the Application from
Thursday, July 7, 2005 to Thursday, June 30, 2005, is
attached to the Notice of Amendment as Appendix B.

Subject to the approval of the Arrangement Resolution by the
Shareholders at the Meeting, the hearing in respect of the Final
Order is currently scheduled to take place on June 30, 2005
at 10:00 a.m. (Toronto time) in the Court at 393 University
Ave., Toronto, Ontario or as soon thereafter as is reasonably
practicable. Any Shareholder, holder of Preferred Shares, holder
of Call-Net Options or holder of Call-Net PUs who wishes to
appear or be represented and to present evidence or arguments
must serve and file a Notice of Appearance by 5:00 p.m. on
June 29, 2005, in accordance with the procedure as set out
in the Notice of Application for the Final Order, as amended by
the Second Interim Order and satisfy any other requirements of
the Court. The Court will consider, among other things, the
fairness and reasonableness of the Arrangement. The Court may
approve the Arrangement in any manner the Court may direct,
subject to compliance with such terms and conditions, if any, as
the Court deems fit.

Assuming the Final Order is granted and the other conditions to
closing contained in the Arrangement Agreement are satisfied or
waived, it is anticipated that Articles of Arrangement for
Call-Net will be filed with the Director under the CBCA to give
effect to the Arrangement on or about July 1, 2005.

Subject to obtaining the necessary Shareholder approvals,
Call-Net currently anticipates making application to the Court
for the Final Order on June 30, 2005. The Arrangement will
become effective upon receipt by the Director of the Articles of
Arrangement and the endorsement by the Director of the
Certificate of Arrangement thereon. If the Final Order is
obtained on June 30, 2005 in a form and substance
satisfactory to Call-Net and RCI and all other conditions
specified in the Arrangement Agreement are satisfied or waived,
Call-Net currently expects the Effective Date will be on or
about July 1, 2005 and the Arrangement will become
effective on that date.



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Although Call-Nets objective is to have the Effective Date
occur as soon as possible after the Meeting, the Effective Date
could be delayed for a number of reasons, including an objection
before the Court at the hearing of the application for the Final
Order or any delay in obtaining any required regulatory
approvals. RCI and Call-Net may terminate the Arrangement
Agreement whereby the Arrangement will not become effective
without prior notice to or action on the part of Shareholders.
See The Arrangement Agreement 
Termination.

Reasons For Amendments to the Circular

There are many reasons why Call-Net and RCI wish to have the
transaction contemplated by the Arrangement close on or before
July 1, 2005, including,



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) | RCI has planned to launch its home telephony service (a digital
    phone service provided over its cable network), on July 1,
    2005, which marks the 20th anniversary of the first offering by
    RCI of its wireless service. If the acquisition of Call-Net
    Shares occurs on the currently scheduled closing date of July 8,
    2005, there is concern that RCI will have difficulty in
    articulating a co-ordinated message to the marketplace relating
    to its telephony service offerings. This may result in
    potentially conflicting messages to the public, customer
    confusion, higher operating costs and branding issues. If the
    transaction underlying the Arrangement can close on July 1,
    2005, RCI will be able to announce the closing as part of a
    co-ordinated and consistent approach to the launch of its
    telephony service offerings;
|
| | (B) | The closing of the acquisition of Call-Nets shares on
    July 1, 2005, being the first day of RCIs second
    financial quarter in 2005, will facilitate the analysis of
    RCIs quarter-over-quarter and year-over-year financial
    results; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (C) | As the RCI Non-Voting Shares are currently trading at a 52-week
    high, closing the transaction on July 1, 2005, rather than
    on July 8, 2005, will allow Call-Net Shareholders to
    receive their RCI Non-Voting Shares pursuant to the Arrangement
    as soon as possible following the Meeting, thereby reducing
    market risk.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

Effect of Amendment on Circular

The Circular shall be read as amended in order to give effect to
the specified amendment set forth in this Notice of Amendment.

APPROVAL OF BOARD

The contents and the sending of this Notice of Amendment have
been approved by the Board of Directors of Call-Net.

DATED at Toronto, Ontario, this 8th day of June, 2005.



| |                                    
| | -----------------------------------
| | BY ORDER OF THE BOARD OF DIRECTORS.
|
| | LOGO                               
| | Lawrence G. Tapp, Chair            



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APPENDIX A  SECOND INTERIM ORDER




A-1



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A-2



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A-3



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A-4



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A-5



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APPENDIX B  AMENDED NOTICE OF APPLICATION




B-1



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B-2



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B-3



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B-4



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B-5



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B-6



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B-7



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