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                                                                   Exhibit 10(y)

                              AMENDED AND RESTATED
                  MALL STORES OPERATING AND MARKETING AGREEMENT

          THIS AGREEMENT is made as of the 21st day of June, 2001, and effective
January 1, 2002.

BETWEEN:

               ROGERS WIRELESS INC.
               a corporation incorporated under the laws of Canada
               ("Rogers")

               - and -

               ROGERS WIRELESS COMMUNICATIONS INC.
               a corporation incorporated under the laws of Canada
               ("RWCI")

               - and -

               INTERTAN CANADA LTD.
               a corporation incorporated under the laws of Alberta
               and continued under the laws of British Columbia
               ("RS")

               - and -

               INTERTAN, INC.
               a corporation incorporated under the laws of the State
               of Delaware ("InterTAN")

     WHEREAS Rogers is engaged in the business of providing a variety of
wireless communications services and products and services related thereto;

     AND WHEREAS certain of Rogers Affiliates are engaged in a broad range of
telecommunications and other services and products, including cable television,
video sales and rentals Internet access services and magazine publishing;

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     AND WHEREAS RS is engaged in the business of retailing consumer electronics
products through a network of both corporate and dealer operated stores;

     AND WHEREAS pursuant to that certain Second Amended and Restated Licence
Agreement dated as of May 1, 2001, as amended (the "RS Licence Agreement"), RS
has been granted by RadioShack Corporation (formerly Tandy Corporation ("RS
Corp")) the licence to use in Canada in the conduct of RS' retail operations (i)
on an exclusive basis, the trade name "RadioShack", and (ii) on a non-exclusive
basis, all trademarks or service marks owned by RS Corp;

     AND WHEREAS on April 16, 1996 Rogers and RS entered into the Original
Agreement pursuant to which RS operates designated Rogers retail stores in
shopping malls and other mutually agreed locations across Canada, and RS and
Rogers developed a Store-in-Store Arrangement within the RS Corporate Stores,
for the purpose of, among other things, selling subscriptions to Rogers wireless
communications services and related equipment;

     AND WHEREAS the designated Rogers retail stores and RS Corporate Stores may
also offer the products and services of Rogers Affiliates;

     AND WHEREAS Rogers is a wholly-owned subsidiary of RWCI and RWCI agreed to
guarantee the obligations of Rogers under the Original Agreement;

     AND WHEREAS RS is a wholly-owned subsidiary of InterTAN and InterTAN agreed
to guarantee the obligations of RS under the Original Agreement;

     AND WHEREAS the parties wish to enter into this Amended and Restated Mall
Stores Operating and Marketing Agreement to renew the relationship between the
parties;

     NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties agree as follows:

1.   INTERPRETATION

     1.1. Definitions

          When used in this Agreement, the following terms shall have the
          following meanings:

          "Activation" has the meaning attributed to it in Schedule "A-4";

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          "Additional Non-Wireless Services" means the non-wireless
          communications products and services offered from time to time after
          the date hereof by Rogers Affiliates which (i) RS has determined to
          offer through any RS Corporate Store; and/or (ii) Rogers has
          determined to offer through any Mall Store;

          "Additional Wireless Services" means the wireless communications
          products and services other than the Services, offered from time to
          time after the date hereof (including by way of example only, fixed
          wireless services) by Rogers, or its Affiliates, which (i) RS has
          determined to offer through any RS Corporate Store; and/or (ii) Rogers
          has determined to offer in any Mall Store;

          "Affiliates" means a relationship which exists where one corporation
          is a subsidiary of the other, or where both are subsidiaries of the
          same corporation, or where each of them are controlled, directly or
          indirectly, by the same person or corporation or group of persons
          and/or corporations. Control, for the purposes hereof, means effective
          control and one corporation shall be a subsidiary of another if the
          first referred to corporation is controlled directly or indirectly by
          the other;

          "Average Base Commission" means the average Base Commission paid to
          RS, for Core Subscriptions obtained in RS Corporate Stores, weighted
          by the allocation among Core Subscriptions obtained in RS Corporate
          Stores in 2001.

          "Average Equipment Cost" means the average cost charged by Rogers, as
          reflected in its published price list, to the Independent Dealers or
          the then current equivalent channel of distribution, for the five
          highest selling cellular telephone models (having regard only to the
          sales by Rogers to the Independent Dealers) which are intended by
          Rogers to be sold with Core Subscriptions weighted as to the relative
          sales volumes of each of such five cellular telephone models. For
          greater certainty, this excludes Boxed Product, Equipment intended for
          sale for use exclusively with Prepaid Services and Margin-based
          Products;

          "Boxed Products" means voice Equipment sold in a box, where activation
          of the Equipment on to the Services does not occur in-store, is
          intended for sale to consumers (as opposed to commercial customers)
          and which Rogers determines to make available for sale through its
          retail channel generally (for greater certainty, excluding any
          arrangements or offers uniquely available

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          through another retailer) but excludes Equipment activated onto
          Prepaid Services;

          "Commission(s)" has the meaning attributed to it in sections 4.1, 4.2
          and 4.4;

          "Core Subscription" means a Subscription to voice Services or
          integrated voice and data Services accessed over a single device where
          the Customer pays for such services after charges have been incurred,
          commonly referred to as "postpaid services". For greater certainty, a
          Core Subscription does not include a Subscription to Prepaid Services,
          a Paging Subscription or other Margin-based Products, as contemplated
          in section 4.5 and Schedules "A-2" and "B";

          "CRTC" means the Canadian Radio-television and Telecommunications
          Commission and any successor body;

          "Customer" means an end user of any of the Services, Prepaid Products,
          Additional Non-Wireless Services or Additional Wireless Services;

          "Equipment" means the terminals for the Rogers wireless communications
          networks including mobile telephones, portable telephones including
          PCS and 3G telephones, data terminals, combined voice and data
          devices, hybrid telephones, satellite phones and/or PBX environments,
          wireless messaging devices, pagers and such other related products and
          accessories which Rogers from time to time determines are to be
          offered in the Mall Stores and which the parties agree may be offered
          in the RS Corporate Stores and RS Dealer Stores;

          "Existing Mall Stores" has the meaning attributed to it in section
          3.1;

          "Force Majeure" means any cause of any kind whatsoever not reasonably
          within the control of the relevant party (which, for the purposes of
          this definition, shall include any person supplying goods, services or
          authorizations to such party) and includes, without limitation, acts
          of God and the public enemy; the elements; fire; accidents; vandalism;
          sabotage; breakdowns or accident to equipment; failure, delay or
          disruption of transportation facilities; inability to obtain, or
          curtailment of supplies of materials, equipment or labour required to
          perform or comply with any obligation or condition of this Agreement
          (but not inability to obtain financing); strikes, lockouts or any
          other industrial, civil or public disturbances; any laws, orders,
          rules, regulations, acts or restraints of any

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          government or governmental body or authority, civil or military,
          including the orders and judgements of courts;

          "Independent Dealers" means persons who are, pursuant to a long term
          agreement with Rogers (presently known as a "Cantel-Canada's
          Communications Store Agreement"), operating retail premises
          exclusively for the sale and servicing of the Services or as otherwise
          permitted by Rogers, exclusively or predominately under the brand
          "Rogers AT&T Wireless The Communications Store", or as may otherwise
          be branded by Rogers.

          "Licence" means the licence or other documentation by which RS is
          permitted by Rogers to occupy the Mall Store;

          "Mall Store" or "Mall Stores" means the retail "in-line" stores and
          kiosks operated under the Rogers name by RS pursuant to this
          Agreement;

          "Margin-based Products" has the meaning attributed to it in section
          4.5;

          "Minimum Performance Standard" means the annual minimum number of
          Wireless Subscriptions to be obtained by each Mall Store, as
          determined by Rogers and RS for each Mall Store on or before the lease
          is signed for the particular Mall Store. In no event shall the Minimum
          Performance Standard for a Mall Store be less than the greater of (i)
          750 Wireless Subscriptions or (ii) the number of Wireless
          Subscriptions required to ensure the particular Mall Store exceeds the
          projected breakeven point of such Mall Store, calculated on the basis
          of the operating costs for the particular Mall Store (operating costs
          defined for the purpose of this paragraph to be those items for which
          Rogers is responsible under section 3.5), divided by 40;

          "Operating Procedures" means the rules, standards, requirements,
          policies and procedures governing the operation and management of the
          Mall Stores and performance of RS' obligations hereunder, as jointly
          developed by the parties, except those matters relating to the
          subscription process, which shall be ultimately determined by Rogers.
          Without limiting the potential scope of the Operating Procedures,
          Schedule "D" summarizes the matters which the parties have agreed to
          deal with in the Operating Procedures;

          "Original Agreement" means the Mall Stores Operating and Marketing
          Agreement between Rogers, RWCI, RS and InterTan, made as of April 16,
          1996, as amended;

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          "Paging Subscription" means a Subscription by a Customer for the use
          of Rogers wireless messaging system. For greater certainty, this does
          not include a Core Subscription;

          "Prepaid Services" means Services where the charges are paid in
          advance of actual usage by a customer, which is as of the date hereof,
          commonly referred to as "Pay As You Go" but excludes credit limit
          monitoring;

          "Residual Commissions" has the meaning attributed to it in Schedule
          "A-1";

          "RS Corporate Stores" means the consumer electronics retail stores
          owned by RS;

          "RS Dealer Stores" means the consumer electronics retail stores which
          have entered into a dealer agreement with RS and are authorized
          sellers of RS Products;

          "RS Products" shall have the meaning attributed to it in section 3.7;

          "RS Trademarks" means the service mark or trademark "RadioShack" and
          any other service marks or trademarks owned or used under the RS
          Licence Agreement by RS, including those used by RS (whether
          registered or unregistered), those for which RS has applied for
          registration based upon use or proposed use, and those for which, to
          the actual knowledge of Rogers, RS intends to use or apply for
          registration based upon use or proposed use;

          "Rogers Paging System" means the system of wireless messaging which
          Rogers is authorized or permitted by the appropriate regulatory
          authorities to provide in Canada;

          "Rogers Trademarks" means the trademarks "Rogers", "The Rogers Store",
          "AT&T", "Rogers AT&T Wireless" and any other trademarks owned by
          Rogers or licensed to Rogers by Rogers Communications Inc., AT&T
          Canada Enterprises Company, AT&T Corp. or AT&T Wireless Services,
          Inc., including those used by Rogers (whether registered or
          unregistered), those for which Rogers has applied for registration
          based upon use or proposed use, and those for which, to the actual
          knowledge of RS, Rogers intends to use or apply for registration based
          upon use or proposed use;

          "Services" or "Service" means the wireless communication services
          offered by or through Rogers (or through Rogers Affiliates),
          consisting of cellular

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          radio telephone (analogue and digital), including PCS, third
          generation (3G) services, wireless messaging (paging), data and
          satellite (voice and data, excluding direct-to-home) communications
          services and any naturally synergistic extensions or evolutions
          thereof. Any reference to cellular service in this Agreement shall be
          deemed to include the wireless communications services commonly
          referred to as "PCS" and "3G";

          "Shopping Mall" means a fully enclosed, consumer-oriented, multi-store
          shopping environment. For greater certainty, this does not include
          those shopping facilities commonly referred to as strip malls and
          power centres;

          "Store-in-Store Arrangement" means space and fixtures within a retail
          store in a Shopping Mall exclusively dedicated to the offering of (i)
          the Services and Equipment or (ii) the Additional Non-Wireless
          Services or Additional Wireless Services, in the event such additional
          services are offered in an RS Corporate Store;

          "Subscription" means a subscription by a Customer for the use of a
          Service (and, if applicable, Additional Non-Wireless Service, or
          Additional Wireless Service), which shall be deemed to have occurred
          when: (i) a subscription is approved and accepted by Rogers or its
          Affiliate; and (ii) the Customer's Equipment is activated within
          Rogers or its Affiliate's billing system so that Rogers or its
          Affiliate is able to record for billing purposes the Customer's usage
          of the Service (and, if applicable, Additional Non-Wireless Service,
          or Additional Wireless Service); and (iii) when required by Rogers,
          any credit approval or security deposit stipulated by Rogers or its
          Affiliate is obtained;

          "Wireless Communications System" means the provision of wireless
          communications services, including the products and services of a
          cellular radio telephone system (analogue or digital, including PCS
          and 3G), wireless messaging (paging), data and satellite (voice and
          data, excluding direct-to-home and global positioning services
          ("GPS"), except where the GPS is integrated with or available over the
          Equipment but excludes devices that do not operate on a PCS, cellular
          or 3G communications system) communications services;

          "Wireless Subscription" means a subscription by a Customer for the use
          of the Services. For greater clarity, a Subscription includes but is
          not limited to the sale of Prepaid Services and other margin-based
          Rogers Products and Services. A subscription to integrated voice and
          data Services constitutes a single Wireless Subscription.

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     1.2. Headings

          The headings of all Articles or sections herein are inserted for
          convenience of reference only and shall not affect the construction or
          interpretation hereof.

     1.3. Rogers Approval

          Whenever reference is made herein to the consent or approval of
          Rogers, such consent or approval shall be deemed to have not been
          given, unless and until such consent is evidenced by the signature of
          the Executive Vice-President, Sales and Marketing or other officer(s)
          or employee(s) of Rogers designated by him or the Chief Executive
          Officer of Rogers in writing for such purpose.

     1.4. RS Approval

          Whenever reference is made herein to the consent or approval of RS,
          such consent or approval shall be deemed to have not been given,
          unless and until such consent is evidenced by the signature of the
          President, RadioShack Canada or other officer(s) or employee(s) of RS
          designated by him in writing for such purpose.

     1.5. Schedules

          The following are the Schedules attached to and incorporated in this
          Agreement by reference and deemed to be part hereof:

               Schedule "A-1"     - Compensation - Postpaid Cellular
               Schedule "A-2"     - Compensation - Prepaid Cellular
               Schedule "A-3"     - Residual Commission
               Schedule "A-4"     - Volume Bonus
               Schedule "A-5"     - Churn Bonus
               Schedule "B"       - Compensation - Paging
               Schedule "C"       - Form of Licence
               Schedule "D"       - Operating Procedures
               Schedule "E-1"     - Mall Allocation List
               Schedule "E-2"     - Current Mall Store Locations
               Schedule "F"       - Demo Line Policy
               Schedule "G"       - Cooperative Advertising Policy
               Schedule "H-1"     - Non-Exclusive RS Corporate Stores - Cellular
               Schedule "H-2"     - Non Exclusive RS Corporate Stores - Paging
               Schedule "I"       - RS Product Categories

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               Schedule "J"       - Mall Stores Operating Reports
               Schedule "K"       - Revised Costs 2002
               Schedule "L"       - Commission and Hardware Band Example

     1.6. Amendments to Agreement - This Agreement may not, except as otherwise
          provided herein, be amended or modified except by a written instrument
          executed by both parties (and in the case of Rogers, evidenced by the
          signature of the Executive Vice-President, Sales and Marketing or
          other officer(s) or employee(s) of Rogers designated by him or the
          Chief Executive Officer of Rogers in writing for such purpose),
          provided however that, subject to the terms of this Agreement, Rogers
          shall have the right upon thirty (30) days written notice to RS to
          amend the schedules hereto in any respect, excluding Schedules "A-3",
          "A-4", "A-5", "C", "D" (other than the subscription process), "E-1",
          "E-2", "G" (other than the "Available Funding" and the "Logo Usage
          Guidelines" sections thereof), "I" and "K" provided further that
          Schedules "A-1", "A-2" and "B" may be changed pursuant to section 4.3.

2.   APPOINTMENT OF AGENT

     2.1. Appointment as Agent - Rogers hereby appoints RS, and RS agrees to act
          for Rogers as an agent at the Mall Stores and the RS Corporate Stores
          for:

          2.1.1. the solicitation of Subscriptions;

          2.1.2. the servicing of Customers and prospective Customers; and

          2.1.3. the activation and maintenance of Equipment and related
                 accessories;

          at such rates of Commission and upon such terms and conditions as
          Rogers may from time to time specify in accordance with the provisions
          of this Agreement.

     2.2. Competition - RS acknowledges that Rogers currently solicits
          Subscriptions through a variety of distribution channels, including
          dealer-operated stores, stores owned and operated by Rogers or by
          Affiliates of Rogers, and through websites, 1-800 numbers and other
          direct fulfilment channels, and that these distribution channels are
          subject to change from time to time. Rogers reserves the right to
          appoint other persons as may be determined by Rogers, agents or
          dealers in any area at any time, subject to section 16.6, and to
          itself engage, directly or indirectly in the solicitation of
          Subscriptions, sale of

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          Equipment in competition with RS, provided that Rogers shall not open
          or authorize any new (other than a relocation within a Shopping Mall)
          "in-line" retail stores or kiosks in Shopping Malls in which there is
          a Mall Store or an RS Corporate Store, without having first complied
          with Article 18.

     2.3. Sub-Agents - RS shall be entitled, but not obliged, subject to section
          5.9, to appoint RS Dealers Stores as sub-agents to carry out at RS
          Dealer Stores the functions set forth in section 2.1. RS shall not
          otherwise be entitled to appoint any sub-agents in respect of the
          subject matter of this Agreement.

3.   DEVELOPMENT AND OPERATION OF MALL STORES

     3.1. As of the date hereof, RS is operating the Mall Stores listed in
          Schedule "E-2" (the "Existing Mall Stores"). Additional Mall Stores
          may be developed and operated during the term in accordance with
          section 18.1. While it is the intention of the parties to establish
          "in-line" retail stores, they acknowledge that, due to space and
          location limitations within the Shopping Malls, Rogers may determine
          to proceed with a kiosk instead of an "in-line" retail store until
          such time as an appropriate location is available on terms acceptable
          to Rogers. Rogers shall be primarily responsible for initiating and
          negotiating an appropriate lease arrangement for each of the
          designated Shopping Malls. All leases and the location within each
          shopping mall of each Mall Store are subject to Rogers prior approval.
          Rogers shall enter into a lease acceptable to it, as lessee, for the
          designated Mall Stores. Rogers shall be entitled to relocate or
          upgrade a Mall Store within the same Shopping Mall. It is agreed that
          Rogers will consult with RS prior to the entering into a lease for any
          new Mall Stores and any extension or renewal of an existing lease for
          a Mall Store.

     3.2. Rogers shall provide the design specifications and construction
          drawings for each Mall Store.

     3.3. Rogers shall be responsible for the cost of leasehold improvements,
          furniture and fixtures at each Mall Store (less the amount of any
          landlord's allowances) provided that Rogers has approved such costs in
          advance. No construction or change to the layout of a Mall Store may
          occur without the prior approval of Rogers.

     3.4. RS shall enter into a Licence with Rogers for the premises occupied by
          each Mall Store, in substantially the form annexed hereto as Schedule
          "C", pursuant to which, inter alia, RS shall assume responsibility
          for, and shall

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          operate the Mall Store in accordance with, all non-financial
          obligations under the applicable head lease.

     3.5. Rogers shall be responsible for payment of the rent (excluding
          percentage rent, if any, attributable to the sale of RS Products which
          shall be the responsibility of RS, as described in section 3.6),
          premises liability insurance (subject to section 11.3), realty and
          business taxes, common area and maintenance costs, mall marketing and
          mall promotion expenses, HVAC, gas, water and electric utilities in
          respect of each Mall Store and subsequent leasehold improvements which
          have been approved by Rogers. RS acknowledges that Rogers will not
          enter into a lease which provides for percentage rent on Commissions
          or the service revenue generated by Customers.

     3.6. RS shall be responsible for all operating costs of the Mall Stores,
          including without limitation any percentage rent attributable to the
          sale of RS Products and payroll costs, other than as specified above
          in section 3.5, RS shall be responsible to prepare the certificates as
          to percentage rent which may be required under the leases for the Mall
          Stores and deliver same to the applicable landlord, with a copy to
          Rogers. The percentage rent, if any, attributable to the RS Products,
          calculated as a proportion of the total percentage rent payable at the
          particular Mall Store, shall be based on the proportion that the sale
          of RS Products is of the total sales at the Mall Store which are
          included in the calculation of percentage rent. All employees of the
          Mall Stores shall be employees of and the sole responsibility of RS
          unless Rogers commences to operate a Mall Store itself and an offer or
          offers of employment is made by Rogers which is accepted by the
          employee(s).

     3.7. Twenty-five percent (25%) of the total available selling space (the
          "RS Space"), calculated by reference to the wall space and floor
          space, as designated in the drawings for each Mall Store, as amended
          with the prior approval of Rogers, shall be allocated to RS for the
          sale by it of consumer electronics merchandise, related accessories
          and ancillary services (the "RS Products"). The RS Products to be
          offered in the Mall Stores will not compete with any items in Rogers
          product line. Rogers shall not be entitled to any proceeds from the
          sale of the RS Products, subject to section 9.2.3.4. Until modified by
          the parties, the general categories of proposed RS Products are set
          out in Schedule "I", however all RS Products which RS proposes to
          offer for sale in a Mall Store shall be subject to the prior approval
          of Rogers on a product-by-product basis; such approval may not

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          be unreasonably withheld except with respect to RS Products which are
          wireless communications and ancillary products.

    3.8.  Rogers shall have all rights and interest in the telephone numbers
          assigned to the Mall Stores by Bell Canada and the other local
          exchange carriers.

    3.9.  RS shall be responsible for the installation, maintenance and costs of
          a point-of-sale system for the Mall Stores. If requested by Rogers, RS
          will cooperate with Rogers in developing the technical bridge between
          the RS point of sale system and the Rogers customer service system
          referenced in section 5.7.

    3.10. The parties agree to discuss the appropriateness and desirability of
          offering their respective products and services through the other
          party's distribution channels.

    3.11. The parties agree to establish an advisory committee, consisting of a
          representative or representatives of each party, to discuss from time
          to time marketing initiatives that may be undertaken by the parties
          with respect to the Services, Additional Non-Wireless Services or
          Additional Wireless Services, as the case may be.

    3.12. Rogers and RS agree to work together to develop a "co-management
          structure" for the Mall Stores to jointly lead:

          .  Incentive plans
          .  Launch roll-outs and pre-launch management events
          .  Sales budget and sales results management
          .  Coaching
          .  Performance evaluation
          .  Formatted weekly calls between district sales managers and retail
             sales representatives

4.   COMPENSATION

     4.1. In addition to Rogers other obligations as set out in this Agreement,
          Rogers shall compensate RS as follows: (a) for Subscriptions obtained
          by RS at the Mall Stores, at a rate equal to 80% of the amounts and on
          the terms stated in the applicable compensation schedule (excluding
          the Volume Bonus described in Schedule "A-4" and the Churn Bonus
          described in Schedule A-5, each of which shall be paid at 100%); and
          (b) for Subscriptions obtained

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          by RS at the RS Corporate Stores and RS Dealer Stores at a rate equal
          to 100% of the amounts and on the terms stated in the applicable
          compensation schedule (the "Commissions"). RS will be entitled to earn
          margin on the sale of Prepaid Products, in the amounts and on the
          terms stated in Schedule "A-2" and to earn margin on Margin-based
          Products. During the term of this Agreement RS will be entitled,
          subject to the 80% rate applicable in Mall Stores, to not less than
          the same commission for Wireless Subscriptions obtained by RS which is
          payable upon commencement of the Wireless Subscription, as is then
          currently offered generally to Independent Dealers. RS shall be
          entitled to earn residual commissions, volume bonus and churn bonus in
          accordance with Schedules "A-3", "A-4" and "A-5", respectively.

     4.2. Rogers shall pay to RS the Commission for each Paging Subscription as
          set forth in Schedule "B". During the term of this Agreement RS will
          be entitled to not less than the same Commission for a Paging
          Subscription as is then currently offered generally to Independent
          Dealers.

     4.3. Rogers shall be entitled to amend Schedules "A-1", "A-2" or "B" from
          time to time on at least sixty (60) days notice, provided that the
          reductions during any twelve month period in the Average Base
          Commission shall not exceed the actual dollar reductions in Average
          Equipment Cost during such twelve month period, plus or minus five
          percent (5%) of such reductions (the "Proviso"). If during any twelve
          month period, the Average Base Commission is reduced by greater than
          the reduction in Average Equipment Cost plus or minus 5% during such
          twelve month period, then, provided that the reduction in Average Base
          Commission for the preceding twenty-four month period is not greater
          than the reduction in Average Equipment Cost plus or minus 5%, Rogers
          shall be deemed to be in compliance with the Proviso. For greater
          certainty, an example of how the Proviso is to be calculated is
          attached as Schedule "L".

          RS acknowledges and agrees that: (a) the Commission amounts described
          in Schedule A-1 are aggregated amounts representing both compensation
          for obtaining a new Customer ("Sales Commission") and assistance to
          Radio Shack in purchasing Equipment for resale to Customers
          ("Equipment Assistance"); and (b) notwithstanding the Proviso, Rogers
          may determine from time to time, in its discretion, to separate these
          two amounts, and in such event Base Commission shall not include
          Equipment Assistance, provided that such change is also applied to the
          Independent Dealers; and (c) circumstances in the wireless
          communications marketplace may evolve or develop during the term of
          this Agreement such that it would become

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          inappropriate to continue to apply the Proviso. In the event that
          Rogers or RS makes such determination as is set out in (b) or (c)
          herein, the parties agree to negotiate in good faith a method to limit
          reductions in Average Base Commission consistent with the Proviso
          herein. If the parties cannot reach agreement within 90 days, then
          either party may submit the issue to binding arbitration in accordance
          with the Arbitrations Act (Ontario).

     4.4. During the term of this Agreement, Rogers may determine that
          Additional Non-Wireless Services and/or Additional Wireless Services
          are to be offered through the Mall Stores and shall deliver to RS a
          Commission schedule setting forth the compensation for offering each
          such Service, which shall form part of this Agreement. RS shall be
          entitled, subject to a rate of sixty (60%) to be applicable in the
          Mall Stores, to not less than the same commission for such additional
          services as then offered generally to Independent Dealers, provided
          that if Equipment Assistance is to be provided as part of such
          additional service, RS and Rogers shall negotiate in good faith the
          appropriateness of increasing the percentage allocation of commission
          payable to RS for sales by RS within the Mall Stores.

     4.5. Rogers may from time to time in its sole discretion, authorize RS to
          offer products and Services, with respect to which no Commissions or
          other compensation will be paid by Rogers to RS. RS acknowledges and
          agrees that, unless otherwise specified by Rogers in writing, in its
          entire compensation for the sale of any such products and Services
          shall be the margin between the amount that it pays to Rogers for such
          products and Services and the price for which RS sells such products
          and Services to Customers ("Margin-based Products").

5.   RS' OBLIGATIONS

     5.1. RS to Promote the Services - RS agrees to use its commercially
          reasonable best efforts to promote the Services (and, as determined by
          Rogers, the Additional Non-Wireless Services and Additional Wireless
          Services) and the Equipment and solicit Subscriptions at the Mall
          Stores in accordance with the Operating Procedures and the terms of
          this Agreement, provided that Rogers provides or causes to be provided
          sales and promotional material in support thereof. RS acknowledges
          that Rogers shall determine which Services, Additional Non-Wireless
          Services, Additional Wireless Services, Equipment, plans, packages and
          promotions are to be offered through the Mall Stores. Notwithstanding
          the foregoing but subject to section 6.1.3, RS shall not be obliged to
          advertise the Mall Stores.

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     5.2. Maintenance of Rogers Standards - RS shall maintain at the Mall Stores
          such marketing, selling and servicing standards as are appropriate
          considering the quality and reputation of the Services (and, if
          applicable, Additional Non-Wireless Service, or Additional Wireless
          Service) and as set out in the Operating Procedures. RS acknowledges
          that compliance with such standards in all material respects is
          necessary in order to properly promote the Services (and, if
          applicable, Additional Non-Wireless Service, or Additional Wireless
          Service) and for RS to retain its status with Rogers as provided for
          in this Agreement. For greater certainty, RS shall not refer to Rogers
          or use any Rogers trademarks, tradenames or logos in any advertising
          which has not been expressly approved by Rogers.

     5.3. Affirmative Covenants of RS

          5.3.1. Mall Stores - RS agrees at all times during the term of
                 this Agreement at each Mall Store to:

                 5.3.1.1. solicit and accept only Subscriptions and not,
                          directly or indirectly, solicit or accept
                          subscriptions for the services offered by or on behalf
                          of or accept compensation from any other provider of
                          a Wireless Communications System;


                 5.3.1.2. comply with the Minimum Performance Standards;

                 5.3.1.3. provide sales reports as may be stipulated from time
                          to time in the Operating Procedures;

                 5.3.1.4. display only Rogers signage at the Mall Stores except
                          as otherwise approved by Rogers pursuant to
                          section 5.6;

                 5.3.1.5. use commercially reasonable efforts to promote and
                          maintain the goodwill and reputation of Rogers and the
                          Services (and, if applicable, the Additional
                          Non-Wireless Services and Additional Wireless
                          Services);


                 5.3.1.6. carry on at all Mall Stores the business contemplated
                          by this Agreement;

                 5.3.1.7. promote and offer the products and services, and only
                          the products and services, prescribed from time to
                          time by Rogers. RS acknowledges that the promotion and
                          offering of products and services other than those

<PAGE>

                    approved by Rogers is injurious to the goodwill and
                    reputation of Rogers, its Affiliates and the Services (and,
                    if applicable, the Additional Non-Wireless Services and
                    Additional Wireless Services);

          5.3.1.8.  comply with the Operating Procedures in all material
                    respects;


          5.3.1.9.  provide quality activation and post sale service in
                    connection with the sale of Equipment and activation of the
                    Services (and, if applicable, the Additional Non-Wireless
                    Services and Additional Wireless Services) and in accordance
                    with the Operating Procedures in all material respects.
                    Without limiting the generality of the foregoing, RS will
                    cause, at least on a semi-annual basis, all of its personnel
                    involved in the sale and/or promotion of the Services (and,
                    if applicable, the Additional Non-Wireless Services and
                    Additional Wireless Services) and Equipment to attend
                    training seminars at mutually agreed locations and times, in
                    order to ensure that all personnel who deal with Customers
                    have the knowledge of the Services (and, if applicable, the
                    Additional Non-Wireless Services and Additional Wireless
                    Services) and Equipment necessary to be able to service the
                    Customers properly. RS will also arrange for any of its new
                    sales or service representatives to attend such training
                    seminars within 60 days of being hired by RS;

          5.3.1.10. provide service to all Customers requesting service from RS

                    regardless of from whom the Customer purchased the Equipment
                    or subscribed to a Service (and, if applicable, the
                    Additional Non-Wireless Services and Additional Wireless
                    Services), including without limitation, Equipment warranty
                    service or exchange, accepting bill payments, changes to
                    cellular telephone and pager numbers and other such
                    ancillary services prescribed from time to time by Rogers
                    (but excluding the installation of Equipment); provided that
                    Rogers will from time to time prescribe reasonable rates of
                    compensation to RS for providing material ancillary
                    services;

<PAGE>

          5.3.1.11. use all cellular telephone numbers provided by Rogers
                    for Customer demonstrations solely for such purpose and not
                    rent, loan or permit the use of such cellular telephone
                    numbers for any other purpose whatsoever without the prior
                    written consent of Rogers and further agrees to abide by the
                    conditions described in Schedule "F";

          5.3.1.12. maintain sufficient inventory levels of, and display for

                    sale, all merchandise sold by it to meet the needs of
                    Customers and prospective Customers in a timely fashion and
                    shall submit orders for Equipment ordered from Rogers to
                    Rogers promptly and in anticipation of RS' needs for the
                    ensuing periods;

          5.3.1.13. devote all resources, time and attention reasonably
                    necessary to the establishment and development of the Mall
                    Stores;

          5.3.1.14. devote all resources, time and attention reasonably
                    necessary to the operation of the Mall Stores;

          5.3.1.15. operate the Mall Stores in accordance with all material
                    respects and provisions of the Operating Procedures with due
                    diligence and efficiency in a quality and reputable manner,
                    during such days, nights and hours as may be designated by
                    the landlord for the Mall Stores and/or, acting reasonably,
                    Rogers;

          5.3.1.16. accept, implement, use and display as part of the Mall
                    Stores all aspects of the Services, and all modifications
                    and changes thereto as Rogers may make from time to time;

          5.3.1.17. submit when due, or otherwise, if no due date is specified,
                    as promptly as practicable, upon reasonable request, all
                    reports and other documents to be provided hereunder to
                    Rogers;

          5.3.1.18. ensure that at all times prompt, courteous and efficient
                    service is accorded to every Customer and prospective
                    Customer, whether or not a Customer through RS' own efforts,
                    and adhere to the highest standards of honesty,

<PAGE>

                    integrity, fair dealing and ethical conduct in all dealings
                    with its customers, suppliers, Rogers and the public;

          5.3.1.19. use its commercially reasonable best efforts to ensure that
                    every application or other contract for a Service (and, if
                    applicable, the Additional Non-Wireless Services and
                    Additional Wireless Services) is completed by the potential
                    Customer fully, accurately and without apparent
                    misrepresentation;

          5.3.1.20. at RS' cost, maintain the internal and external condition
                    and appearance of the Mall Stores, including all signage, as
                    an attractive, modern, clean, convenient and efficiently
                    operated business offering high quality products and prompt
                    and courteous service, and effect such maintenance of and
                    repairs to the Mall Stores and the Equipment installed
                    therein as is reasonably required on a regular basis to
                    maintain such condition and appearance;

          5.3.1.21. participate fully in all national, regional and local sales
                    and service programs and promotions which Rogers asks it to
                    participate in from time to time;

          5.3.1.22. strictly comply with all applicable municipal, provincial
                    and federal laws and regulations and the terms and
                    conditions of all applicable orders, permits, certificates
                    and licences, and obtain and at all times maintain all
                    applicable permits, certificates and licences necessary or
                    desirable for the proper conduct of the Mall Stores pursuant
                    to the terms of this Agreement and remit and pay when due
                    all applicable sales and payroll taxes, duties and charges
                    required to be remitted and paid by it;

          5.3.1.23. maintain its status as an authorized retail outlet and
                    warranty depot for the Equipment required by Rogers to be
                    sold, rented or leased by RS in connection with the
                    operation of the Mall Stores;

          5.3.1.24. at all times cooperate with Rogers representatives and
                    report promptly to Rogers any information which may come to
                    RS' attention regarding complaints or claims with respect to
                    the Services (and, if applicable, the Additional

<PAGE>

                    Non-Wireless Services and Additional Wireless Services) and
                    the Equipment, customer needs and interests and local market
                    conditions; and

          5.3.1.25. in connection with RS' provision of Additional Non-Wireless
                    Services and Additional Wireless Services and related
                    equipment and solicitation of Subscriptions therefor comply
                    with all the provisions contained in the applicable
                    schedules as mutually developed from time to time, in
                    addition to all other terms and conditions of this
                    Agreement.

   5.3.2. RS Corporate Stores - RS agrees at all times during the term of this
          Agreement at each RS Corporate Store to:

          5.3.2.1.  subject to section 16.2, promote and offer only the Services
                    offered by Rogers and not, directly or indirectly, solicit
                    or accept subscriptions for the services offered by or on
                    behalf of or accept compensation from any other provider of
                    a Wireless Communications System;

          5.3.2.2.  use commercially reasonable efforts to promote and maintain
                    the goodwill and reputation of Rogers and the Services;

          5.3.2.3.  provide quality activation and post sale service in
                    connection with the sale of Equipment and activation of the
                    Services (and, if applicable, the Additional Non-Wireless
                    Services and Additional Wireless Services) and in accordance
                    with the Operating Procedures in all material respects
                    regarding Subscriptions and activations. Without limiting
                    the generality of the foregoing, RS covenants to cause, at
                    least on a semi-annual basis, all of its personnel involved
                    in the sale and/or promotion of the Services (and, if
                    applicable, the Additional Non-Wireless Services and
                    Additional Wireless Services) and Equipment to attend
                    training seminars at mutually agreed locations and times, in
                    order to ensure that all personnel who deal with Customers
                    have the knowledge of the Services (and, if applicable, the
                    Additional Non-Wireless Services and Additional Wireless
                    Services) and Equipment necessary to be able to service the
                    Customers

<PAGE>

                    properly. RS will also arrange for any of its new sales or
                    service representatives to attend such training seminars
                    within 60 days of being hired by RS;

           5.3.2.4. provide service to all Customers requesting service from RS
                    regardless of from whom the Customer purchased the Equipment
                    or subscribed to the Services, (and, if applicable, the
                    Additional Non-Wireless Services and Additional Wireless
                    Services) including without limitation, Equipment warranty
                    service or exchange, accepting bill payments (which, if
                    introduced by Rogers, shall be a drop box), changes to
                    cellular telephone and pager numbers, but excluding
                    installations and other such ancillary services prescribed
                    from time to time by Rogers (but excluding the installation
                    of Equipment); provided that Rogers will from time to time
                    prescribe reasonable rates of compensation to RS for
                    providing material ancillary services;

           5.3.2.5. use all cellular telephone numbers provided by Rogers for
                    Customer demonstrations solely for such purpose and not
                    rent, loan or permit the use of such cellular telephone
                    numbers for any other purpose whatsoever without the prior
                    written consent of Rogers and further agrees to abide by the
                    conditions described in Schedule "F";

           5.3.2.6. ensure that at all times prompt, courteous and efficient
                    service is accorded to every Customer and prospective
                    Customer, whether or not a Customer through RS' own efforts,
                    and adhere to the highest standards of honesty, integrity,
                    fair dealing and ethical conduct in all dealings with its
                    customers, suppliers, Rogers and the public;

           5.3.2.7. use its commercially reasonable best efforts to ensure that
                    every application or other contract for the Services (and,
                    if applicable, the Additional Non-Wireless Services and
                    Additional Wireless Services) is completed by the potential
                    Customer fully, accurately and without apparent
                    misrepresentation;

           5.3.2.8. to the extent practicable participate fully in all national,
                    regional and local sales and service programs and

<PAGE>
                    promotions which Rogers asks it to participate in from time
                    to time;

          5.3.2.9.  at all times cooperate with Rogers representatives and
                    report promptly to Rogers any information which may come to
                    RS' attention regarding complaints or claims with respect to
                    the Services (and, if applicable, the Additional
                    Non-Wireless Services and Additional Wireless Services) and
                    the Equipment, customer needs and interests and local market
                    conditions; and

          5.3.2.10. maintain a Store-in-Store Arrangement approved by
                    Rogers in accordance with section 6.1.6, at each RS
                    Corporate Store, excluding the non-exclusive RS Corporate
                    Stores listed in Schedule "H-1".

5.4. Negative Covenants of RS

     5.4.1. Mall Stores - RS agrees that at all times during the term of
            this Agreement at each Mall Store RS shall not:

           5.4.1.1. directly, indirectly or by inference, orally or in  writing,
                    make or give any guarantees, representations or warranties,
                    express or implied, with respect to Equipment, rate
                    packages, plans, promotions, the Services (and, if
                    applicable, the Additional Non-Wireless Services and
                    Additional Wireless Services) or the provision of the
                    Services (and, if applicable, the Additional Non-Wireless
                    Services and Additional Wireless Services) by Rogers and its
                    Affiliates to Customers or prospective Customers, other than
                    to refer them to information concerning the Equipment or
                    Services (and, if applicable, the Additional Non-Wireless
                    Services and Additional Wireless Services) as Rogers and its
                    Affiliates from time to time provides in writing, or make
                    any misrepresentations of any kind with respect to any of
                    the foregoing;

           5.4.1.2. sell or offer to sell any Subscriptions or any aspect of
                    the Services (and, if applicable, the Additional
                    Non-Wireless Services and Additional Wireless Services) to
                    any person or group of persons at rates or prices other than
                    those specified by Rogers and its Affiliates from time to
                    time, or

<PAGE>

                    provide incentives or subsidies which may have the effect of
                    doing so, without first having obtained the approval of
                    Rogers. This prohibition does not apply to incentives or
                    subsidies on Equipment alone;

           5.4.1.3. engage in any unfair or unethical trade practices or any
                    other similar business practice with respect to the
                    Equipment or Services (and, if applicable, the Additional
                    Non-Wireless Services and Additional Wireless Services), nor
                    make any false or misleading representations regarding any
                    Equipment or the Services;

           5.4.1.4. make or cause to be made any alterations to the exterior or
                    material alterations to the interior of the Mall Stores so
                    as to modify the appearance thereof or any alterations or
                    replacements of any of the leasehold improvements, fixtures
                    or equipment at the Mall Stores without first having
                    obtained the prior approval of Rogers;

           5.4.1.5. modify any device to emulate the ESN (electronic serial
                    number) of any other device (including without limitation
                    providing "extension" cellular service with the same MIN
                    (mobile identification number) or ESN phones); modify any
                    cellular telephone or other hardware, software or firmware
                    (programming) or memory for the purpose of altering the
                    phone's ESN; or possess equipment to execute such emulation
                    or modification, without the prior approval of Rogers;

           5.4.1.6. induce, assist or encourage any person to avoid any charges
                    relating to the Equipment or the Services (and, if
                    applicable, the Additional Non-Wireless Services and
                    Additional Wireless Services), including without limitation
                    activation fees, monthly access fees, features charges, toll
                    charges, local airtime charges, or long distance charges;

           5.4.1.7. induce, assist or encourage any person to misrepresent
                    themselves or details about themselves on any application or
                    contract for the Services (and, if applicable, the
                    Additional Non-Wireless Services and Additional Wireless
                    Services);

<PAGE>

           5.4.1.8. re-sell any of the Services (and, if applicable, the
                    Additional Non-Wireless Services and Additional Wireless
                    Services) to any person, including without limitation any
                    Customer, or bundle any parts of the Services (and, if
                    applicable, Additional Non-Wireless Service, or Additional
                    Wireless Service) or make available the Services (and, if
                    applicable, the Additional Non-Wireless Services and
                    Additional Wireless Services) for any person not otherwise
                    qualified by existing Services (and, if applicable, the
                    Additional Non-Wireless Services and Additional Wireless
                    Services) definitions, except as specifically authorized by
                    Rogers in writing from time to time;

          5.4.1.9.  reallocate Subscriptions or redirect Customers and
                    prospective Customers among the Mall Stores or the RS
                    Corporate Stores or otherwise;

          5.4.1.10. carry on any other business at any Mall Stores other than
                    the business permitted by this Agreement; or

          5.4.1.11. offer or promote any products and services other than
                    those approved by Rogers in accordance with this Agreement.

   5.4.2. RS Corporate Stores - RS agrees that at all times during the term of
          this Agreement, at each RS Corporate Store, RS shall not:

          5.4.2.1.  directly, indirectly or by inference, orally or in writing,
                    make or give any guarantees, representations or warranties,
                    express or implied, with respect to Equipment, rate
                    packages, plans, promotions, the Services (and, if
                    applicable, the Additional Non-Wireless Services and
                    Additional Wireless Services) or the provision of the
                    Services (and, if applicable, the Additional Non-Wireless
                    Services and Additional Wireless Services) by Rogers and its
                    Affiliates to Customers or prospective Customers, other than
                    to refer them to information concerning the Equipment or
                    Services (and, if applicable, the Additional Non-Wireless
                    Services and Additional Wireless Services) as Rogers and its
                    Affiliates from time to time provides in

<PAGE>

              writing, or make any misrepresentations of any kind with respect
              to any of the foregoing;

5.4.2.2.      sell or offer to sell any Subscriptions or any aspect of the
              Services (and, if applicable, the Additional Non-Wireless Services
              and Additional Wireless Services) to any person or group of
              persons at rates or prices other than those specified by Rogers
              and its Affiliates from time to time, or provide incentives or
              subsidies which may have the effect of doing so, without first
              having obtained the approval of Rogers. This prohibition does not
              apply to incentives or subsidies on Equipment alone;

5.4.2.3.      engage in any unfair or unethical trade practices or any other
              similar business practice with respect to the Equipment or
              Services (and, if applicable, the Additional Non-Wireless Services
              and Additional Wireless Services), nor make any false or
              misleading representations regarding any Equipment or the Services
              (and, if applicable, the Additional Non-Wireless Services and
              Additional Wireless Services);

5.4.2.4.      modify any device to emulate the ESN (electronic serial number) of
              any other device (including without limitation providing
              "extension" cellular service with the same MIN (mobile
              identification number) or ESN phones); modify any cellular
              telephone or other hardware, software or firmware (programming) or
              memory for the purpose of altering the phone's ESN; or possess
              equipment to execute such emulation or modification, without prior
              approval from Rogers;

5.4.2.5.      induce, assist or encourage any person to avoid any charges
              relating to the Equipment or the Services (and, if applicable, the
              Additional Non-Wireless Services and Additional Wireless
              Services), including without limitation activation fees, monthly
              access fees, features charges, toll charges, local airtime
              charges, or long distance charges;

5.4.2.6.      induce, assist or encourage any person to misrepresent themselves
              or details about themselves on any application

<PAGE>

                     or contract for Services (and, if applicable, the
                     Additional Non-Wireless Services and Additional Wireless
                     Services);

       5.4.2.7.      re-sell any of the Services (and, if applicable, the
                     Additional Non-Wireless Services and Additional Wireless
                     Services) to any person, including without limitation any
                     Customer, or bundle any parts of the Service (and, if
                     applicable, the Additional Non-Wireless Services and
                     Additional Wireless Services) or make available the
                     Services (and, if applicable, Additional Non-Wireless
                     Service, or Additional Wireless Service) for any person not
                     otherwise qualified by existing Services (and, if
                     applicable, the Additional Non-Wireless Services and
                     Additional Wireless Services) definitions, except as
                     specifically authorized by Rogers in writing from time to
                     time;

       5.4.2.8.      reallocate Subscriptions or redirect Customer and
                     prospective Customers among the Mall Stores or the RS
                     Corporate Stores or otherwise; or

       5.4.2.9.      use the Store-in-Store Arrangement within the RS Corporate
                     Stores, described in section 6.1.6, for any purpose other
                     than the offering of the Services and the Equipment (and,
                     if applicable, Additional Non-Wireless Service, or
                     Additional Wireless Service).

5.5.   "Rogers AT&T Wireless The Communications Store Express" Prominence of
       Identification - Rogers and RS acknowledge that it is of fundamental
       importance to the success of each Mall Store that its identity as such be
       prominently reinforced to the general public. Rogers and RS therefore
       agree that the sole feature of each Mall Store's identity conveyed to the
       public will be as determined from time to time by Rogers and that,
       subject to section 3.7, all marketing tools (including advertising and
       signage), business forms and documents will be prepared consistently with
       this objective. Until otherwise determined by Rogers, each Mall Store
       shall be identified as "Rogers AT&T Wireless The Communications Store
       Express".

5.6.   Signage - All signage and interior designs and displays shall be
       constructed and erected in a form and pursuant to plans approved by
       Rogers. Title to all signage bearing the "Rogers AT&T Wireless" logo or
       other Rogers trademarks shall remain at all times with Rogers. All
       non-Rogers signage,

<PAGE>

     including all RS signage, in Mall Stores, except as provided in the
     Operating Procedures, is subject to Rogers prior approval, which shall not
     be unreasonably withheld.

5.7. Activation Terminal - RS will maintain in good operating condition the
     terminal and other related equipment and software that Rogers may provide
     for the purpose of accessing and transmitting information in order to
     effect activations of the Services and other customer services including
     bill payments (and, if applicable, the Additional Non-Wireless Services and
     Additional Wireless Services). Any costs incurred due to the misuse or
     damage to the terminal and equipment shall be borne by RS, as will ongoing
     transmission line charges between RS and Rogers. Title to such equipment
     shall remain at all times with Rogers. Except as noted above, Rogers shall
     be responsible for all costs of the activation and customer service
     terminals.

5.8. Representations of RS - As of the date hereof, RS hereby covenants,
     represents and warrants to Rogers as follows, and acknowledges that Rogers
     is relying upon such covenants, representations and warranties in entering
     into this Agreement:

     5.8.1.    Organization and Good Standing - RS is a corporation duly
               incorporated and is validly existing as a corporation under the
               laws of the jurisdiction of its organization with all requisite
               corporate power and authority to own, lease and licence its
               properties and to conduct its business as now conducted;

     5.8.2.    Qualification - RS is duly licensed and qualified as a foreign
               corporation in each jurisdiction which requires any licence or
               qualification to carry on its business therein, except where the
               failure to do so would not have a material adverse effect on such
               entity's business operations taken as a whole;

     5.8.3.    Due Authorization, Etc. - RS has full legal right and all
               necessary corporate power, authority and capacity to enter into
               this Agreement and to carry out its obligations hereunder and the
               execution and delivery hereof and the consummation of the
               transactions contemplated hereby have been duly authorized by all
               necessary corporate action;

     5.8.4.    Enforceability - This Agreement has been duly executed and
               delivered and constitutes a valid and binding obligation of RS
               enforceable against it in accordance with its terms subject,

<PAGE>

              however, to limitations with respect to enforcement imposed by law
              in connection with bankruptcy or similar proceedings and to the
              extent that equitable remedies, such as specific performance and
              injunction, are in the discretion of the court from which they are
              sought;

       5.8.5. Absence of Conflicting Agreements - The execution and delivery of
              this Agreement by RS and the consummation by it of this Agreement:

              5.8.5.1.      will not result in a breach or violation of any
                            provision of the charter or by-laws (as amended or
                            restated) of RS;

              5.8.5.2.      to the best of the knowledge of RS, will not
                            materially violate any applicable statue,
                            regulation, decree, law, order or judgement to which
                            it or its property is subject; and

              5.8.5.3.      to the best of the knowledge of RS (after due
                            inquiry), will not result in a material breach of or
                            materially violate any provision of any agreement to
                            which RS is a party which breach or violation would,
                            taken as a whole, adversely affect its availability
                            to carry out its obligations hereunder; and

       5.8.6. Consents and Approvals - To RS' current actual knowledge, no
              approval, consent, waiver, authorization, order, designation,
              filing, clearance or similar grant of authority is required from
              or of any governmental regulatory or legislative body or tribunal
              in connection with the entering into by RS of this Agreement and
              the consummation of the transactions contemplated hereby.

       5.8.7. Recitals - The representations made by RS in the recitals to this
              Agreement are true and correct.

       5.8.8. Intellectual Property Rights - RS owns or possesses adequate
              licences or other rights to use all trademarks, service marks or
              trade names necessary to entitle RS to conduct its business as now
              conducted.

5.9.   RS Dealer Stores - Rogers acknowledges that RS cannot bind the RS Dealer
       Stores. RS undertakes to use its commercially reasonable best efforts to

<PAGE>

          promote the offering of the Services (and, if applicable, the
          Additional Non-Wireless Services and Additional Wireless Services) by
          the RS Dealer Stores.

5.10.     Non-Solicitation of Rogers Employees - During the term of this
          Agreement, RS shall not solicit any person employed by Rogers to leave
          their employment with Rogers without first having obtained the
          approval of Rogers.

5.11.     Advertising Funding - RS and Rogers will work in good faith to ensure
          the appropriate use of and calendar allocation of the advertising
          funding being provided by Rogers pursuant to sections 6.1.2 and 6.1.3.
          RS acknowledges the importance to Rogers of allocating significant
          advertising funding to the fourth calendar quarter.

5.12.     Boxed Products - RS shall be authorized, but not compelled, as
          determined by Rogers, to offer Boxed Products as such products may be
          developed or defined by Rogers from time to time, within the RS
          Corporate Stores and RS Dealer Stores and such authorization shall be
          governed by the following rules:

          5.12.1    on a market-by-market basis wherein "market" is defined as a
                    grouping of RS Corporate Stores or RS Dealer Stores where
                    all or substantially all of the RS generated media (e.g.,
                    flyers) is distinct from its national advertising activities
                    which are intended to be read or viewed outside an
                    individual local market.

          5.12.2    RS will be entitled, in its discretion, to determine which
                    of the markets will offer the Boxed Products on a
                    quarter-by-quarter basis, provided however that RS Corporate
                    Stores and RS Dealer Stores shall not be entitled to offer
                    Boxed Product and core products (as such "core product" is
                    developed or defined from time to time by Rogers) at the
                    same time.

          5.12.3    RS shall not unbundle the Boxed Product or otherwise offer
                    the Boxed Product and other Margin-based Products on a basis
                    which would entitle RS to Commission in accordance with
                    Schedule "A-1". RS agrees to offer Boxed Products strictly
                    in accordance with the rules and procedures established for
                    such purpose from time to time by Rogers.

          5.12.4    Notwithstanding anything contained in this Agreement or the
                    schedules hereto, Wireless Subscriptions obtained through
                    the

<PAGE>

                    offering of Boxed Products shall not be included in the
                    calculation of entitlement for cooperative advertising
                    funding or Residual Commissions but shall be deemed to be an
                    Activation for the purposes of Schedule A-4.

6.   ROGERS OBLIGATIONS

     6.1. Covenants of Rogers - Rogers agrees during the term of the Agreement
          to:

          6.1.1.    actively advertise and promote the Services (and, if
                    applicable, the Additional Non-Wireless Services and
                    Additional Wireless Services) by such means as it may
                    determine from time to time and supply RS, at no cost to RS,
                    with Rogers promotional literature as well as any other
                    material which Rogers may commit to provide free of charge
                    from time to time;

          6.1.2.    provide cooperative advertising funding to RS with respect
                    to Wireless Subscriptions obtained by the RS Corporate
                    Stores and RS Dealer Stores, in accordance with the policy
                    established by Rogers from time to time. The current
                    cooperative advertising policy is attached as Schedule "G".

          6.1.3.    provide advertising funding to RS of $* for each incremental
                    Activation in the Mall Stores exceeding the number of
                    Activations obtained by RS in the Mall Stores during the
                    previous calendar year. For the purpose of this subsection,
                    an Activation means a new Wireless Subscription to the
                    Rogers System, including a Wireless Subscription for voice,
                    prepaid and data Services but excluding one-way paging
                    Services. Notwithstanding the foregoing, Rogers agrees to
                    provide to RS advertising funding for the Mall Stores in
                    2002 of not less than $1.4 million. In 2003 and each
                    subsequent calendar years during the term of this Agreement,
                    Rogers agrees to provide to RS a minimum of $* million in
                    advertising funding for the Mall Stores. The current
                    co-operative advertising policy (attached as Schedule "G")
                    will apply (including pre-approval of expenditures) and RS
                    will be required to match Rogers' contributions @ $* per
                    Activation once the minimum funding provided by Rogers as
                    described above has been exceeded.

          6.1.4.    provide, at its expense, cellular telephone lines for
                    demonstration purposes, in accordance with Schedule "F".
                    Such cellular telephone

<PAGE>

                 lines will be included in RS' account and RS agrees to assume
                 full responsibility for all long distance charges incurred;

          6.1.5. provide introductory level training seminars for RS' sales
                 personnel and technical staff as referred to in sections
                 5.3.1.9 and 5.3.2.3 of this Agreement;

          6.1.6. provide funds to be used solely for the purpose of developing a
                 Store-in-Store Arrangement, consisting of space and fixtures
                 within each new RS Corporate Store which is not operating as of
                 January 1, 2002, dedicated to the offering of the Services and
                 the Equipment (and, if applicable, the Additional Non-Wireless
                 Services and Additional Wireless Services). RS and Rogers
                 shall, on an ongoing basis, jointly develop an overall budget
                 and prototype design specifications and construction layouts
                 for all such RS Corporate Stores leasehold improvements and
                 fixtures, all of which shall be subject to Rogers' prior
                 approval. RS shall be required to account to Rogers for all
                 expenses claimed by RS pursuant to this section 6.1.6;

          6.1.7. refrain from soliciting any person employed by RS to leave
                 their employment with RS without first having obtained the
                 approval of RS.

          6.1.8. support three multi-tiered promotions of the Services per year,
                 exclusive to RS of an amount not less than the 2000 levels
                 (approximately $* per promotion) and increasing at a rate of no
                 less than 6% per year. For the purpose of this subsection,
                 "Multi-tiered promotions" means a promotion of the Services in
                 which there are incentives for each of the customer, the sale
                 representative and/or sales management.

          6.1.9. include the RS corporate logo in all national print advertising
                 of the Services, which are being offered in the RS Corporate
                 Stores. The RS logo shall be larger than and in first position
                 ahead of any other point of distribution (including for
                 example, Rogers Video). This does not apply to brand image
                 advertising or to Services not being offered by RS. While the
                                            ---
                 parties acknowledge that regional advertising initiatives may
                 vary to accommodate specific regional distribution, Rogers
                 shall use commercially reasonable efforts include the RS
                 corporate logo in applicable regional print

<PAGE>

                 advertising such as print media referencing "call 1-800
                 Imagine", "shop on line" or "visit a Rogers AT&T location".

                 6.1.9.1. Rogers shall ensure a that approximately 33% of tag
                          lines in radio advertising outside Ontario include the
                          phrase "available at RS stores" or similar phrases as
                          may be determined by Rogers and agreed to in advance
                          by RS.

                 6.1.9.2. Rogers shall ensure that all tag lines in radio
                          advertising within Ontario include the phrase
                          "available at RS" or similar phrase as may be
                          determined by Rogers and agreed to in advance by RS
                          provided that such phrase or subsequently agreed upon
                          version shall preceed a reference to any other
                          retailer that is not an Affiliate of Rogers.
                          RS acknowledges that the tag line will include
                          additional phrases as determined by Rogers.

     6.2. Representations by Rogers - As of the date hereof, Rogers hereby
          covenants, represents and warrants to RS as follows, and acknowledges
          that RS is relying upon such covenants, representations and warranties
          in entering into this Agreement:

          6.2.1. Organization and Good Standing - Rogers is a corporation duly
                 incorporated and is validly existing as a corporation under the
                 laws of the jurisdiction of its organization with all requisite
                 corporate power and authority to own, lease and licence its
                 properties and to conduct its business as now conducted;

          6.2.2. Qualification - Rogers is duly licensed and qualified as a
                 foreign corporation in each jurisdiction which requires any
                 licence or qualification to carry on its business therein,
                 except where the failure to do so would not have a material
                 adverse effect on Rogers business operations taken as a whole;

          6.2.3. Due Authorization, Etc. - Rogers has full legal right and all
                 necessary corporate power, authority and capacity to enter into
                 this Agreement and to carry out its obligations hereunder and
                 the execution and delivery hereof and the consummation of the
                 transactions contemplated hereby have been duly authorized by
                 all necessary corporate action on the part of Rogers;

<PAGE>

          6.2.4. Enforceability - This Agreement has been duly executed and
                 delivered and constitutes a valid and binding obligation of
                 Rogers enforceable against it in accordance with its terms
                 subject, however, to limitations with respect to enforcement
                 imposed by law in connection with bankruptcy or similar
                 proceedings and to the extent that equitable remedies, such as
                 specific performance and injunction, are in the discretion of
                 the court from which they are sought;

          6.2.5. Absence of Conflicting Agreements - The execution and delivery
                 of this Agreement by Rogers and the consummation by it of this
                 Agreement:

                 6.2.5.1. will not result in a breach or violation of any
                          provision of the charter or by-laws (as amended or
                          restated) of Rogers;

                 6.2.5.2. to the best of the knowledge of Rogers, will not
                          materially violate any applicable statue, regulation,
                          decree, law, order or judgement to which it or its
                          property is subject; and

                 6.2.5.3. to the best of the knowledge of Rogers (after due
                          inquiry), will not result in a material breach of or
                          materially violate any provision of any agreement to
                          which Rogers is a party which breach or violation
                          would, taken as a whole, adversely affect Rogers
                          ability to carry out its obligations hereunder;

          6.2.6. Consents and Approvals - To Rogers current actual knowledge no
                 approval, consent, waiver, authorization, order, designation,
                 filing, clearance or similar grant of authority is required
                 from or of any governmental regulatory or legislative body or
                 tribunal in connection with the entering into by Rogers of this
                 Agreement and the consummation of the transactions contemplated
                 hereby; and

          6.2.7. General Approvals - Rogers owns, possesses or has obtained all
                 material permits, licenses, franchises, certificates, consents,
                 orders, approvals and other authorizations of governmental or
                 regulatory authorities as are necessary to own or lease, as the
                 case may be, and to operate its properties and to carry on its
                 business as presently conducted, including the Services
                 (excluding municipal licences for the Mall Stores, which shall
                 be the responsibility of RS), and

<PAGE>

                  neither Rogers, nor its Affiliates, have received any notice
                  of any proceedings relating to revocation or modification of
                  any such licenses, permits, certificates, consents, orders,
                  approvals or authorizations.

          6.2.8.  Recitals - The representations made by Rogers in the recitals
                  to the Agreement are true and correct.

          6.2.9.  Intellectual Property Rights - Rogers owns or possesses
                  adequate licences or other rights to use all trademarks,
                  service marks or trade names necessary to entitle Rogers to
                  conduct its business as now conducted.

          6.2.10. Digital Coverage - Rogers digital cellular radio telephone
                  service area, which is capable of receiving PCS service covers
                  approximately 70% or more of the population of Canada and
                  includes the metropolitan areas of Vancouver, Calgary,
                  Edmonton, Winnipeg, Toronto, Montreal and Ottawa.

          6.2.11. To the best of Rogers actual knowledge (relying on the
                  information provided to Rogers by RS with respect to RS
                  Corporate Stores), the RS Corporate Stores listed in Schedules
                  "H-1" and "H-2" are the only RS Corporate Stores which are not
                  located within areas serviced by the applicable Service.

7.   BILLING SYSTEM

     7.1. Obligation to Collect - Upon acceptance of a Subscription by Rogers,
          the relevant Customer shall become a customer of Rogers and Rogers
          shall invoice the Customer and offer and furnish such other invoicing
          services as Rogers deems appropriate. Subject to sections 5.3.1.10,
          5.3.2.4 and the rules pertaining thereto which Rogers may from time to
          time prescribe, Rogers shall be responsible for collection from
          Customers of all charges for Subscriptions for Services.

     7.2. Changes of Rates - RS acknowledges that Rogers may from time to time
          vary the rates charged by Rogers for Services and RS further
          acknowledges that such rates may be subject to regulation by the CRTC.

<PAGE>

8.   RS' SERVICE RESPONSIBILITY

     8.1. Responsibility of RS for Service Capabilities - Rogers and RS agree
          that a high degree of technical sophistication, capability and
          training is needed in connection with the proper sale, and activation
          of Equipment. It is therefore a condition of this Agreement that RS be
          at all times duly qualified and equipped to provide to the Customers
          and prospective Customers service with regard to the activation, use
          and maintenance of the Equipment and the use of the Services (and, if
          applicable, the Additional Non-Wireless Services and Additional
          Wireless Services) as described in the Operating Procedures.

     8.2. At each Mall Store and RS Corporate Store, RS shall (i) employ an
          appropriate number (as determined by RS in its sole discretion) of
          qualified sales and service persons and ensure that at least one
          trained sales/service person is within each Mall Store during all
          business hours; and (ii) efficiently, courteously and properly provide
          and perform sales, activation and will honour in-warranty service on
          Equipment.

9.   TERM OF AGREEMENT

     9.1. Term - Subject to section 9.2, unless earlier terminated under Article
          10 hereof, this Agreement shall commence on the date first written
          above and remain in effect until December 31, 2006. In the event this
          Agreement expires, and the parties do not enter in a new agreement
          governing the subject matter hereof, Rogers may continue to accept
          Subscriptions submitted by RS, in which event this Agreement shall be
          deemed to continue on a month to month basis until either party, upon
          thirty (30) days written notice to the other, terminates this
          Agreement.

     9.2. Renewal Procedures

          9.2.1. In the event that RS wishes to renew this Agreement, it shall
                 provide written notice to Rogers by October 31, 2005, setting
                 forth its proposal as to the Mall Stores which it would be
                 prepared to operate during any renewal term. If no renewal
                 notice is delivered by RS by October 31, 2005, the Agreement
                 shall expire on December 31, 2006. If a timely renewal notice
                 is delivered to Rogers by RS, then by December 31, 2006 Rogers
                 shall provide a written response to RS, indicating which Mall
                 Stores Rogers would be prepared to include in any renewal term.
                 Any Mall Stores which are not referenced on both the RS and
                 Rogers proposals (the "Rejected Mall Stores") shall not be
                 subject to renewal, and Rogers may allow the

<PAGE>

               leases for the Rejected Mall Stores to expire or offer same to
               another agent or dealer as it determines in its sole discretion.
               Provided however, that RS shall be entitled, by written notice to
               Rogers on or before January 31, 2006, to elect to negotiate, on
               such terms as may be acceptable to it, leases for those Mall
               Stores which were rejected by Rogers but were not rejected by RS
               in their respective proposals, which shall be used only for the
               purpose of operating RS Corporate Stores or RS Dealer Stores. RS
               shall not be entitled to negotiate or enter into a lease with
               respect to those Mall Stores excluded from its proposal.

        9.2.2. The parties shall negotiate the terms of the proposed renewal,
               provided that any renewal would be for a term of five years
               (without any further automatic right of renewal) and would be
               based on a similar allocation of responsibilities, but excluding
               any financial obligations, which shall be subject to the
               negotiation of mutually acceptable terms. Any renewal would also
               be subject to the successful negotiation of leases for the
               continuing Mall Stores, on terms acceptable to Rogers.

        9.2.3. If, by April 1, 2006, the parties have not entered into a
               binding agreement for the renewal of this Agreement this
               Agreement shall terminate on December 31, 2006. Upon termination,
               Rogers shall repurchase from RS all Equipment supplied by Rogers
               to the RS Mall Stores, within the six month period prior to
               termination, at then current prices at which Rogers offers the
               Equipment to its Independent Dealers. Rogers shall be entitled to
               offer employment to all persons employed by RS at the Mall
               Stores, except for those individuals whom RS intends to transfer
               to an RS Corporate Store or other RS location (such transferees
               not to exceed an aggregate of fifteen percent (15%) of RS' then
               current Mall Store employees) and RS has so advised Rogers in
               writing. Notwithstanding such termination, provided that:

               9.2.3.1. RS has been at all times during the term in material
                        compliance with this Agreement;

               9.2.3.2. RS does not, at any time prior to or during the Royalty
                        Period (as defined below), enter into an agreement with
                        any other provider of a Wireless Communications System
                        providing for the development or operation of retail
                        stores in Shopping Malls or of a Store-in-Store
                        Arrangement, for

<PAGE>

                    the purpose of offering the services of any other Wireless
                    Communications System;

       9.2.3.3.     RS does not, at any time prior to or during the Royalty
                    Period, breach its obligations pursuant to section 16.2
                    hereof (which shall survive the termination of this
                    Agreement solely for the purpose of this section 9.2.3); and

       9.2.3.4.     at all times during the Royalty Period, RS makes
                    available for purchase by Rogers, for resale through the
                    Mall Stores, all RS Products which RS offers to the RS
                    Dealer Stores from time to time. The cost to Rogers of the
                    RS Products shall be not more than the cost to the RS Dealer
                    Stores for such products, and may be lower having regard to
                    the volumes being purchased by Rogers;

       then RS shall be entitled to receive, from January 1, 2007 until
       December 31, 2009 (the "Royalty Period"), ongoing monthly
       payments equal to six percent (6%) of the Revenue obtained by
       Rogers through the Mall Stores which Rogers continues to operate
       during the Royalty Period. For the purposes of this section
       9.2.3, "Revenue" shall consist of (i) the proceeds from the sale
       of RS Products and Equipment, (but excluding any proceeds other
       than the Commissions, in the case of Equipment bundled with a
       Wireless Subscription) and (ii) the Commissions which RS would
       have been entitled to receive pursuant to Schedules "A-1" and "B"
       hereto, had RS continued to operate the Mall Stores during the
       Royalty Period, but excludes all applicable taxes.

9.2.4. As the leases for the Mall Stores approach their respective
       expiry dates, Rogers may elect, by notice to RS not later than 30
       days prior to each such expiry, to allow any such leases to
       expire without renewal (the "Expired Mall Stores"). In such event
       RS shall be entitled to negotiate, on such terms as may be
       acceptable to it, a lease or leases for the Expired Mall Stores,
       but solely for the purpose of operating an RS Corporate Store or
       RS Dealer Store. However, RS shall make available to Rogers the
       benefit of any lease terms more favourable than had been
       available to Rogers. Rogers shall, within 15 business days of
       receipt of written notice from RS as to any such revised lease
       terms, notify RS as to whether such terms are acceptable to
       Rogers and, if acceptable to Rogers, Rogers shall

<PAGE>

                    remain as lessee on the renewed lease in respect of any such
                    Mall Stores and RS shall continue to operate each such
                    Mall Store, subject to sections 9.2.2 and 9.2.3.

10.TERMINATION

    10.1. Termination by Rogers - Rogers may immediately (except as
          provided in section 10.1.1) terminate this Agreement by
          written notice to RS upon the occurrence of any of the
          following events:

          10.1.1.   RS is in default in the performance of any of its
                    obligations under this Agreement or breaches any provision
                    hereof (except as otherwise provided in this section 10.1)
                    and such default or breach continues, or has not been
                    corrected to the satisfaction of Rogers, or RS has not
                    commenced bona fide efforts to correct such default or
                    breach within thirty (30) days (the "Cure Period") after
                    receipt of written notice (the "Default Notice") from Rogers
                    to RS stating the particulars of such default or breach and
                    stating that Rogers considers such obligation or provision
                    to be material and, if appropriate in the discretion of
                    Rogers, specifying the actions required to correct such
                    default or breach; or if, RS having commenced bona fide
                    efforts to correct the default or breach within the Cure
                    Period, the default or breach has not been corrected to the
                    satisfaction of Rogers within 60 days after the Default
                    Notice;

          10.1.2.   RS breaches section 5.3.1.1, section 5.3.2.1 or Article
                    16 hereof, or enters into an agreement providing for the
                    payment of commissions or other remuneration, on the sale of
                    subscriptions or equipment for any other Wireless
                    Communications System;

          10.1.3.   RS reallocates or redirects Subscriptions or Customers
                    among or between Mall Stores and RS Corporate Stores, or
                    otherwise, in a manner or to an extent that Rogers deems to
                    be material;

          10.1.4.   30% or more of the Mall Stores fail to achieve the
                    Minimum Performance Standard or Rogers otherwise has a right
                    to terminate its obligations with respect to 30% of the Mall
                    Stores pursuant to section 10.5, having regard in either
                    case to all such events during the term of this Agreement;

          10.1.5.   bankruptcy or insolvency proceedings are instituted by or
                    against RS, RS is adjudicated as bankrupt, becomes
                    insolvent, makes an

<PAGE>

               assignment for the benefit of its creditors or proposes or makes
               any arrangements for the liquidation of its debts or a receiver
               or receiver and manager is appointed with respect to all or any
               material part of the assets of RS;

       10.1.6. all or substantially all of RS' assets are sold or conveyed or
               there has been a change in the ultimate control of RS without the
               prior written consent of Rogers;

       10.1.7. RS agrees to assign, purports to assign or is deemed to have
               assigned this Agreement or if an assignment occurs by operation
               of law other than in compliance with section 21.4;

       10.1.8. RS or any Affiliate of RS defaults in payment or performance
               of any of its obligations under, or has breached any provision
               of, any other agreement with Rogers or any agreement with an
               Affiliate of Rogers relating to the Services (and, if applicable,
               the Additional Non-Wireless Services and Additional Wireless
               Services);

       10.1.9. RS commits or participates in any fraudulent actions in the
               course of acting as an agent or dealer of Rogers including,
               without limitation, the submission to Rogers of any demonstrably
               false or fraudulent claims for commission, bonus payment, refund,
               credit, rebate, allowance, discount or other payment by Rogers;

      10.1.10. the determination by a court or tribunal of competent
               jurisdiction that Article 16, section 5.3.1.1 or section 5.3.2.1
               of this Agreement is unenforceable by Rogers in whole or part;

      10.1.11. the RS Licence Agreement expires without renewal or is
               terminated; or

      10.1.12. RS ceases to operate a minimum of 300 RS Corporate Stores.

10.2. Termination by RS - RS may immediately (except as provided in section
      10.2.1) terminate this Agreement by written notice to Rogers upon the
      occurrence of any of the following events:

      10.2.1. Rogers is in default in the performance of any of its
              obligations under this Agreement or breaches any provision hereof
              (except as otherwise provided in this section 10.2) and such
              default or breach continues, or has not been corrected to the
              satisfaction of RS, or

<PAGE>

               Rogers has not commenced bona fide efforts to correct such
               default or breach, within thirty (30) days (the "Cure Period") of
               the receipt of written notice (the "Default Notice") from RS to
               Rogers stating the particulars of such default or breach and
               stating that RS considers such obligation or provision to be
               material and, if appropriate in the discretion of RS, specifying
               the actions required to correct such default or breach; or if
               Rogers, having commenced bona fide efforts to correct the default
               or breach within the Cure Period, the default or breach has not
               been corrected to the satisfaction of RS within 60 days after the
               Default Notice;

       10.2.2. Rogers fails to pay Commissions when due, and such default
               continues or has not been corrected to the satisfaction of RS
               after 30 days written notice from RS to Rogers stating the
               particulars of such default (but excluding any bona fide dispute
               between RS and Rogers as to Commission) or any bona fide claim to
               setoff by Rogers;

       10.2.3. Rogers fails to pay rent when due pursuant to the terms of the
               leases for not less than 15% of the Mall Stores (excluding any
               bona fide disputes between Rogers and the landlords);

       10.2.4. bankruptcy or insolvency proceedings are instituted by or
               against Rogers, Rogers is adjudicated as bankrupt, becomes
               insolvent, makes an assignment for the benefit of its creditors
               or proposes or makes any arrangements for the liquidation of its
               debts or a receiver or receiver and manager is appointed with
               respect to all or any material part of the assets of Rogers;

       10.2.5. all or substantially all of Rogers assets are sold or conveyed
               to a competitor of RS, or a competitor of RS has acquired the
               ultimate control of Rogers;

       10.2.6. Rogers agrees to assign, purports to assign or is deemed to
               have assigned this Agreement or if an assignment occurs by
               operation of law other than in compliance with section 21.4;

       10.2.7. Rogers commits or participates in any fraudulent or improper
               actions in the course of dealing with RS including, without
               limitation, the submission to RS of any demonstrably fraudulent
               reports for commission, bonus payment, refund, credit, rebate,
               allowance, discount or other payment by RS; or

<PAGE>

       10.2.8. Rogers is no longer authorized to operate the Services.

 10.3. Commissions Earned Prior to Termination or Expiry

       10.3.1. Subject to the applicable schedules, all Commissions payable
               on Subscriptions generated by RS prior to expiry of this
               Agreement shall be paid by Rogers within sixty (60) days of the
               expiry date. The entitlement of RS to any and all Commissions
               (including any bonus commissions provided for from time to time),
               other than any commission or Commission payable pursuant to
               sections 4.1, 4.2 or 4.4 earned but unpaid prior to the date of
               termination, shall immediately cease upon termination of this
               Agreement if this Agreement is terminated pursuant to section
               10.1 hereof and Rogers shall in no event have any further
               liability therefor.

       10.3.2. Upon expiry or in the event of termination pursuant to section
               10.1, in addition to its other rights, Rogers shall be entitled
               to holdback all amounts, including Commissions owing to RS but
               unpaid prior to termination (the "Holdback"), to be applied
               against any debits to RS' account due to deactivations of
               Customers activated by RS within six months after the activation
               of such Customers, or due to the failure of RS to comply with
               section 10.4. Subject to section 10.4, the Holdback shall be
               released by Rogers to RS over the six month period immediately
               after termination, on a proportionate basis to the activations
               during the six month period immediately prior to termination. If
               the Holdback is insufficient to cover the amount of such debits
               to RS' account, RS agrees to promptly pay to Rogers the amount of
               such deficiency.

 10.4. RS Obligations Upon Expiry or Termination - Upon expiry or termination
       of this Agreement for any reason, RS shall (unless otherwise instructed
       by Rogers):

       10.4.1. upon receipt of written instructions from Rogers, immediately
               deliver all signage, advertising materials, displays and other
               material which uses any of the trade marks of Rogers whether
               acquired from Rogers or produced by or for RS, as well as all
               equipment referred to in section 5.7. Should Rogers instruct RS
               that such signage, material or documents are not to be returned
               to it, RS shall immediately cause the same to be destroyed at its
               cost. Furthermore, RS agrees that it shall not adopt or use any
               word, name or mark confusingly similar to the trademarks,
               tradenames or logos of Rogers;

<PAGE>

       10.4.2. promptly permit Rogers or Rogers representatives to enter the
               Mall Stores and, at Rogers option, operate the Mall Stores,
               provided that the foregoing shall not derogate in any way from
               RS' obligations or any of Rogers other rights or remedies
               hereunder;

       10.4.3. promptly pay to Rogers all accounts then due and unpaid by RS;

       10.4.4. immediately discontinue the operation of the Mall Stores and
               any and all use of the Rogers Trademarks, other proprietary
               rights licensed under this Agreement, and any other designations
               associating RS with Rogers. RS shall cease displaying and/or
               using any and all signs, stationery, letterheads, packaging,
               forms, manuals, bulletins, instruction sheets, printed matter,
               advertising and other physical objects used from time to time in
               connection with Rogers or containing or bearing any of the Rogers
               Trademarks, promptly execute such documents or take such actions
               as may be necessary to abandon RS' use of any Rogers Trademarks,
               and shall not thereafter operate or do business under any name or
               in any manner that might lead to the inference that it is or was
               associated with Rogers or that it is operating a business similar
               to a Rogers business;

       10.4.5. promptly remove or cooperate in the removal of, at Rogers
               request, RS' listing as a Rogers dealer from all telephone
               directories and all other trade or business directories (in
               respect of the next publication thereof), and to assign to Rogers
               or any other party designated by Rogers, all of RS' telephone
               numbers and listings in connection with the Mall Stores;

       10.4.6. immediately return to Rogers the Operating Procedures, all
               other Confidential Information, all other material provided to RS
               by Rogers and all information, data and materials pertaining to
               the Services (and, if applicable, the Additional Non-Wireless
               Services and Additional Wireless Services). Should Rogers not
               request the return of any of the foregoing, RS shall immediately
               cause the same to be destroyed at its cost; and

       10.4.7. upon receipt of written instructions from Rogers, immediately
               return to Rogers all Equipment loaned by Rogers to RS, all
               unpaid-for inventory and all inventory supplied by Rogers on
               consignment.

<PAGE>

 10.5. Termination of Mall Stores

        10.5.1 Rogers hereby represents and warrants that the costs in respect
               of each individual Mall Store listed under column 6 of Schedule
               "K" under the title "Revised Costs 2002" are substantially
               accurate with respect to each Mall Store. Rogers agrees to
               provide to RS by January 31 of each year of the term with an
               annual operating cost estimate by Mall Store for the then current
               year. Rogers agrees that for purposes of this section that such
               estimate will be used in determining the Minimum Performance
               Standard for that year.

        10.5.2 In any calendar year of this Agreement, commencing January 1,
               2002, in the event that (i) a particular Mall Store fails to
               achieve a percentage increase in the number of Wireless
               Subscriptions sold in a calendar year of at least the "Final
               Target" percentage (as determined in accordance with paragraph
               (d) of Schedule "A-4" for the current year) as compared to the
               immediately preceeding calendar year; and (ii) the Minimum
               Performance Standard was not achieved, that Mall Store shall be
               deemed a store in default (the "Defaulting Store").

        10.5.3 In the case of a Defaulting Store, RS shall, within 30 days of
               receiving written notice from Rogers, deliver to Rogers a written
               remedial action plan. If the Defaulting Store does not achieve
               the Minimum Performance Standard in any quarterly period during
               the year following the year in which it failed to achieve its
               Minimum Performance Standard (the "Review Period"), Rogers shall
               be entitled to terminate its obligations with respect to the
               Defaulting Store and the provisions of section 10.4 shall apply
               with respect to the subject Mall Store. Rogers may elect to close
               the Defaulting Store, operate the Defaulting Store itself, or
               appoint another dealer or agent to operate the Defaulting Store.
               If Rogers elects to close the Defaulting Store, in this event
               only, RS and Rogers shall share equally the costs attributable to
               the closure and each party shall use its commercially reasonable
               best efforts to mitigate such costs; principally employee and
               lease costs (excluding leasehold improvement and fixture costs).
               If the Defaulting Store achieves the Minimum Performance
               Standard, determined on a quarterly basis, as seasonally adjusted
               (in accordance with prior years' performance), during the Review
               Period, its status as a Defaulting Store shall, for the balance
               of the Review Period, be determined by Rogers on a quarterly
               basis.

<PAGE>

11. INDEMNITY AND INSURANCE

    11.1. Indemnification - Each of the parties (the "Indemnifying Party")
          agrees to indemnify and hold the other party (the "Indemnified Party")
          harmless against any and all liabilities, claims, damages, costs or
          expenses (including legal fees and expenses) directly or indirectly
          incurred by the Indemnified Party by reason of or arising out of or
          relating to any acts, duties and obligations or omissions of the
          Indemnifying Party or of any personnel employed by, or agent of the
          Indemnifying Party, in breach of the obligations of the Indemnifying
          Party or of its duties arising from this Agreement, the Indemnifying
          Party shall, at the request of and at the Indemnifying Party's
          expense, assume the defence of any demands, claims, actions, suits or
          proceedings brought against the Indemnified Party by reason thereof
          and pay any and all damages and awards including pre- and
          post-judgement interest and costs assessed against or that are payable
          by the Indemnified Party as a result of the disposition of any such
          demands, claims, actions, suits or proceedings. Notwithstanding the
          foregoing, the Indemnified Party may be represented in any such
          demands, claims, actions, suits or proceedings by its own counsel at
          the expense of the Indemnifying Party. No settlement or compromise
          shall be agreed without the concurrence of the Indemnified Party.

    11.2. Maintenance of Insurance - Rogers shall maintain, in full force and
          effect, a comprehensive general liability insurance policy or policies
          with personal injury liability, blanket contractual liability and
          products and completed operations liability insurance endorsements
          protecting RS, Rogers, its Affiliates and their respective directors,
          officers and employees and representatives against loss, liability or
          expense due to personal injury, death or property damage or otherwise
          arising out of or occurring in connection with the Mall Stores. RS
          shall be an additional insured in such policy or policies which shall
          be written by a responsible insurance company or companies licensed to
          do business in the province in which RS is operating the Mall Stores
          with a combined single limit of not less than Five Million
          ($5,000,000) Dollars for bodily injury or death and for property
          damage. Such policy or policies shall provide that they will not be
          cancelled or materially altered without at least sixty (60) days prior
          written notice to RS. Rogers shall furnish RS with a certificate or
          certificates of such insurance, together with evidence that the
          premiums therefor have been paid. Maintenance of such insurance and
          the performance by Rogers of its obligations under this subsection
          shall not relieve Rogers of liability under the indemnity provisions
          hereinabove set forth in section 11.1 above.

<PAGE>

    11.3. Exclusions from Insurance Coverage - Notwithstanding section 11.2,
          Rogers shall not be liable for and shall not be responsible to insure
          for the following risks (collectively referred to as "RS Risks"):
          employee benefits liability, voluntary worker's compensation,
          employer's liability, contingent employer's liability, non-owned
          automobiles, property damage relating to RS inventory and equipment
          (including its point-of-sale system), property damage of any kind
          which is valued at less than the deductible threshold in Rogers
          insurance policy, and business interruption insurance relating to RS'
          operations. RS shall indemnify and save Rogers harmless from any
          liability with respect to the RS Risks, in accordance with section
          11.1.

12. RECORDS AND REPORTS

    12.1. Maintenance of Records - RS shall maintain accurate accounts and
          records of all sales transactions pertaining to this Agreement,
          including sales of Subscriptions, and such other records as may be
          specified by Rogers from time to time, and shall retain the same
          during the term of this Agreement and for a period of two (2) years
          after the date of termination of this Agreement, provided that RS
          shall not be required to retain records for greater than seven (7)
          years.

          If Rogers requires any information in connection with such accounts
          and records, the aforesaid accounts and records shall be made
          available by RS during normal business hours for examination by
          Rogers.

    12.2. Delivery of Reports to Rogers - RS will, as promptly as practicable,
          prepare and forward, from time to time, the operating reports
          reasonably requested by Rogers relating to the Mall Stores listed on
          Schedule "J", prepared in a manner specified by Rogers and such other
          reports which the parties deem necessary or desirable. Rogers and RS
          will mutually develop the format of these reports.

    12.3. Provision of Financial Statements - RS shall provide Rogers, with
          respect to the Mall Stores, within ninety (90) days following
          completion of each calendar year, with financial statements and such
          quarterly financial statements as may be requested by Rogers.

<PAGE>

13.  TRADEMARKS AND OTHER PROPRIETARY MARKS OF ROGERS

     13.1. Use of "Rogers" Trademarks

           13.1.1. Unless otherwise determined by Rogers, each Mall Store shall
                   be prominently identified as "Rogers AT&T Wireless The
                   Communications Store Express" and shall be referred to as
                   such by Rogers and by RS in the conduct of business therein
                   and in association therewith.

           13.1.2. In each Mall Store and in each of the RS Corporate Stores, RS
                   shall, in association with the promotion, solicitation and
                   sale of Subscriptions, the sale, service and repair of
                   Equipment and the servicing of Customers utilize, pursuant to
                   the terms of a licence from Rogers as hereinafter provided
                   for, such of the Rogers Trademarks as shall be directed by
                   Rogers from time to time in the manner directed by Rogers and
                   in accordance with the terms of this Agreement.

           13.1.3. With respect to each of the RS Dealer Stores RS shall
                   require, that as a condition of their acting as a subagent
                   of RS with respect to the promotion, solicitation and sale of
                   Subscriptions and Equipment, the operator of such RS Dealer
                   Stores shall utilize the Rogers Trademarks directed by Rogers
                   from time to time in the manner directed by Rogers subject to
                   and pursuant to the provisions of the licence from Rogers as
                   hereinafter provided for. RS shall monitor and require
                   compliance with such provisions by the operator of such RS
                   Dealer Stores, failing which RS shall terminate their rights
                   of subagency under this Agreement.

     13.2. Terms of Use - RS hereby acknowledges (and shall not at any time,
           directly or indirectly contest) the validity of the Rogers
           Trademarks. RS further acknowledges the exclusive ownership of the
           Rogers Trademarks by Rogers, its successors and assigns and agrees
           that as between RS and Rogers, the Rogers Trademarks are and shall
           remain the property of Rogers. RS and its subagents shall execute and
           deliver such documentation as Rogers may reasonably require to
           protect and preserve the rights of Rogers in and to the Rogers
           Trademarks and other proprietary marks of Rogers. RS agrees to comply
           with the rules regarding the use of the AT&T trademarks as may be
           determined by Rogers from time to time. RS shall use and shall cause
           its subagents to use such trademark notices indicating that Rogers is
           the owner of the Rogers Trademarks and trademark symbols according to
           the

<PAGE>

              specifications and guidelines provided to RS from time to time in
              such a manner as to preserve the rights of Rogers in the Rogers
              Trademarks and not to depreciate the value of the goodwill
              therein. Rogers agrees to indemnify and hold harmless RS from and
              against any claims or liabilities arising as a result of the use
              hereunder by RS of the Rogers Trademarks or proprietary marks of
              Rogers.

       13.3.  Corporate Name of RS - RS agrees that it shall not use the
              trademark "Rogers" or "AT&T" as part of its corporate name.

       13.4.  Non-Alteration of Affixed Trademarks - RS agrees that it shall not
              remove or alter any of the Rogers Trademarks or any other
              proprietary marks which are fixed to the Equipment nor affix any
              additional trademarks or trade designations to any of the
              Equipment which bears any of the Rogers Trademarks.

       13.5.  Trade Practices of RS - RS agrees that it shall not engage in any
              unfair trade practices or make any false or misleading statement
              or representation in advertising, printed material or otherwise
              with respect to any of the products and services offered from time
              to time by Rogers or its Affiliates.

14.    TRADEMARKS AND OTHER PROPRIETARY MARKS OF RS

       14.1.  Terms of Use - Rogers hereby acknowledges, (and shall not at any
              time, directly or indirectly contest) the validity of the RS
              Trademarks. Rogers further acknowledges the exclusive ownership of
              the RS Trademarks by RS and RS Corp, its successors and assigns
              and agrees that the RS Trademarks are and shall remain the
              property of RS or RS Corp, as the case may be. Rogers shall
              execute and deliver such documentation as RS may reasonably
              require to protect and preserve the rights of RS and RS Corp in
              and to the RS Trademarks and other proprietary marks of RS. Rogers
              shall use and shall cause its subagents to use such trademark
              notices indicating that RS is the owner or licensee of the RS
              Trademarks and trademark symbols according to the specifications
              and guidelines provided to Rogers from time to time in such a
              manner as to preserve the rights of RS and RS Corp in the RS
              Trademarks and not to depreciate the value of the goodwill
              therein. RS agrees to indemnify and hold harmless Rogers from and
              against any claims or liabilities arising as a result of the use
              hereunder by Rogers of the RS Trademarks or proprietary marks of
              RS.

       14.2.  Corporate Name of Rogers - Rogers agrees that it shall not use the
              trademark "RadioShack" as part of its corporate name.

<PAGE>

     14.3. Non-Alteration of Affixed Trademarks - Rogers agrees that it shall
           not remove or alter any of the RS Trademarks or any other proprietary
           marks which are fixed to the RS Products nor affix any additional
           trademarks or trade designations to any of the RS Products which bear
           any of the "RS Trademarks".

     14.4. Trade Practices of Rogers - Rogers agrees that it shall not engage in
           any unfair trade practices or make any false or misleading statement
           or representation in advertising, printed material or otherwise with
           respect to any of the products and services offered from time to time
           by RS.

15.  CONFIDENTIALITY

     15.1. Confidentiality of Information - Each party (the "Receiving Party")
           agrees that any and all information, written or oral, which is
           designated by the other party (the "Disclosing Party") as proprietary
           or confidential in nature and which is disclosed by it or its agents
           to the Receiving Party concerning the business or affairs of the
           Disclosing Party and its Affiliates (including this Agreement), shall
           be treated as confidential and that such information (the
           "Confidential Information") shall not be disclosed or used other than
           as provided in this Agreement during the term of this Agreement or at
           any time thereafter, directly or indirectly to any other person or
           entity without the express prior written consent of the Disclosing
           Party. This provision is in addition to any other covenant or
           agreement previously given by the Receiving Party to the Disclosing
           Party with respect to the treatment of confidential information.

           Nothing in this section shall preclude the Receiving Party from
           disclosing or using Confidential Information if the Receiving Party
           can demonstrate that:

           15.1.1. the Confidential Information was generally known to the
                   public or in the public domain at the time of such disclosure
                   or use, without breach of this or any other agreement; or

           15.1.2. disclosure of the Confidential Information is required to be
                   made by the Receiving Party (or any affiliated entity) by any
                   law, regulation, governmental body or authority having
                   jurisdiction over the Receiving Party (or any affiliated
                   entity) or by court order.

<PAGE>

          The parties acknowledge and agree that the obligations under this
          section are to remain in effect for a period of five years after
          expiry or termination of this Agreement.

    15.2. Relief for Breach of Confidentiality - The Receiving Party
          acknowledges that a breach or threatened breach by the Receiving Party
          of the provisions of this Article 15 will result in the Disclosing
          Party and its shareholders suffering irreparable harm which cannot be
          calculated or fully or adequately compensated by recovery of damages
          alone. Accordingly, the Receiving Party agrees that the Disclosing
          Party shall be entitled to interim and permanent injunctive relief,
          specific performance and other equitable remedies, in addition to any
          other relief to which the Disclosing Party may become entitled.

16. EXCLUSIVITY

    16.1. Exclusivity in Mall Stores - In consideration of Rogers covenants in
          this Agreement, RS covenants and agrees that it will not, through the
          Mall Stores, during the term of this Agreement (and any extension or
          renewal thereof), directly or indirectly, in any manner promote, act
          as agent or dealer for, solicit subscriptions for, accept compensation
          from, or offer the products or services of any other Wireless
          Communications System or service provider or any products or services
          which are competitive with or substantially similar to the products or
          services offered by Rogers or its Affiliates from time to time.

    16.2. Exclusivity in RS Corporate Stores - In further consideration of
          Rogers covenants in this Agreement, RS covenants and agrees that it
          will not, whether through RS Corporate Stores or otherwise, during the
          term of this Agreement (and any extension or renewal thereof),
          promote, act as agent for, solicit subscriptions for, accept
          compensation from, or offer the products or services of any other
          provider of a Wireless Communications System other than new wireless
          communications services which are based on new technologies which are
          not naturally synergistic extensions or evolutions of the Services
          ("New Services"), and that Rogers is not then authorized or permitted
          by the appropriate regulatory authority to provide or which Rogers
          elects not to provide within twelve (12) months of such "New Services"
          being fully commercially available in Canada, subject to section
          16.4.1 with respect to the Non-Exclusive RS Corporate Stores

    16.3. Additional Services in RS Corporate Stores - RS shall have the sole
          discretion to determine which Additional Non-Wireless Services and
          Additional Wireless Services will be offered, if at all, in any RS
          Corporate

<PAGE>

          Store. In the event RS determines to offer any Additional Non-Wireless
          Services or Additional Wireless Services (or, in the case of
          Additional Non-Wireless Services, the comparable services offered by a
          competitor of Rogers or its Affiliates) in any RS Corporate Store,
          Rogers and its Affiliates shall be treated as a preferred supplier of
          such services (if Rogers and its Affiliates are offering such services
          on competitive terms) provided that RS shall further determine, in its
          sole discretion, whether any such additional service will be offered
          on an exclusive basis; if exclusivity is granted such additional
          service by RS, RS shall then treat such additional service as being
          incorporated into the substantive provisions of section 16.2 above
          until such time as RS determines, acting reasonably, such additional
          service is no longer technologically comparable or offered on terms
          competitive with the Services offered by other providers.
          Notwithstanding the foregoing, before RS makes a final determination
          that it will no longer treat the additional service as exclusive, it
          will give not less than 90 days notice to Rogers during which period
          Rogers may commence efforts to ensure the additional service is
          technologically comparable or offered on competitive terms. After such
          90 day period, RS at its sole discretion shall make its final
          determination.

    16.4. Exceptions to Exclusivity - Notwithstanding the foregoing:

          16.4.1. RS shall be under no exclusivity obligation in respect of
                  those specific RS Corporate Stores identified in Schedules
                  "H-1" and "H-2" as being in those geographic areas in which
                  Rogers has not established coverage for the Services (the
                  "Non-Exclusive Corporate Stores"). As Rogers expands the
                  Services to include a geographic area in which a Non-Exclusive
                  RS Corporate Store is located, it shall give notice to RS.
                  Upon the expiry of 90 days after receipt by RS of such notice,
                  the applicable RS Corporate Store shall be deemed to be
                  deleted from Schedule "H-1" or "H-2", as the case may be.

          16.4.2. nothing herein shall prevent RS from owning not more than 5%
                  of the issued shares of a corporation, the shares of which are
                  listed on a recognized stock exchange or traded in the over
                  the counter market in Canada; and

          16.4.3. section 16.2 shall not be effective with respect to any
                  Additional Non-Wireless Services and Additional Wireless
                  Services, until 90 days after RS determines to offer such
                  services through the RS Corporate Stores (subject to any
                  previous contractual commitment which RS may have with another
                  service provider).

<PAGE>

     16.5. Relief for Breach of Non-Competition - RS acknowledges that a breach
           or threatened breach by RS of the provisions of this Article 16 will
           result in Rogers and its shareholders suffering irreparable harm
           which cannot be calculated or fully or adequately compensated by
           recovery of damages alone. Accordingly, RS agrees that Rogers shall
           be entitled to interim and permanent injunctive relief, specific
           performance and other equitable remedies, in addition to any other
           relief to which Rogers may be entitled.

     16.6. Restriction on Rogers - Excluding those geographic regions in which
           RS is permitted to offer competitive services pursuant to this
           Article 16, Rogers shall not develop or promote any new
           Store-in-Store Arrangements with any speciality consumer electronics
           retailer located in a Shopping Mall in which there is a Mall Store or
           an RS Corporate Store, provided that Rogers may continue with all
           existing arrangements and natural extensions thereof and may continue
           to engage in promotions and marketing efforts with its existing
           agents and dealers.

     16.7. Annual Certificate/Audit Right

           16.7.1. By January 31 of each year, RS' chief financial officer shall
                   deliver his certificate to Rogers, certifying that RS has
                   complied with its obligations under this Article 16 during
                   the previous calendar year. In addition, once in each
                   calendar year, Rogers shall be entitled to cause to be
                   carried out an audit of the books and records of the Mall
                   Stores and the books and records of RS relating to the RS
                   Corporate Stores which are necessary strictly for the purpose
                   of verifying the compliance of RS with this Agreement. Rogers
                   shall be entitled to reasonable access during regular
                   business hours to the books and records of the Mall Stores
                   for the purpose of the audit. The cost of the audit shall be
                   borne by Rogers unless the audit establishes that RS is in
                   breach of its obligations hereunder, in which case the
                   reasonable cost thereof shall be borne by RS.

           16.7.2. RS shall be entitled, once per calendar year, to cause to be
                   carried out an audit of the applicable books and records of
                   Rogers which are necessary strictly for the purpose of
                   verifying Rogers compliance with this Agreement (and in
                   particular, without limiting the generality of the foregoing,
                   with respect to Commissions) during such year. RS shall be
                   entitled to reasonable access to such books and records
                   during regular business hours for the purpose of the audit.
                   The cost of the audit shall be borne by RS unless the audit

<PAGE>

               establishes that Rogers is in breach of its obligations
               hereunder, in which case the reasonable cost thereof shall be
               borne by Rogers.

     16.8. Partial Compensation for Breach - While it is agreed that the breach
           by RS of Article 16 will result in Rogers and its shareholders
           suffering irreparable harm which cannot be calculated or fully
           compensated in damages alone, in addition to all remedies available
           to Rogers at law or in equity including the rights set out in section
           16.5, if during the term of this Agreement (and any extensions or
           renewals thereof) it is established that RS has breached its
           exclusivity obligations under this Article 16, RS shall promptly pay
           to Rogers, as partial compensation for the damages suffered by
           Rogers, all compensation paid to RS, and shall continue to pay during
           the term of this Agreement (and any extensions or renewals thereof)
           to Rogers all ongoing compensation received by it, in respect of such
           breach.

     16.9. New RS Distribution - If RS or its Affiliates acquire control over
           additional retail distribution assets or businesses which are, or may
           be, involved in the offering of wireless communications products and
           services ("New RS Distribution"), RS and its Affiliates shall ensure
           that Rogers and the Services receive not less than twenty (20%)
           percent more retail presence, as measured by floor and wall space
           available to offer products and services within each retail location,
           in the New RS Distribution than any other wireless service provider
           in Canada.

17.  NON-SOLICITATION

     17.1. Customers of Rogers - RS acknowledges that all Customers are
           customers only of Rogers and that the primary purpose of this
           Agreement is to further and promote the relationship of Rogers and
           its Customers. RS therefore agrees that it shall not, either during
           the term of this Agreement or for a period of three (3) years
           thereafter, directly or indirectly, in any manner whatsoever,
           including without limitation, either individually or in partnership,
           jointly or in conjunction with any other person, or as principal,
           agent or shareholder, contact or solicit any Customers of Rogers or
           its Affiliates or dealers who were activated onto the Services (and,
           if applicable, the Additional Non-Wireless Services and Additional
           Wireless Services) through the Mall Stores or the RS Corporate Stores
           (except, in the case of Customers activated through the RS Corporate
           Stores, for general offerings of wireless products and services which
           are not specifically targeted at Customers) for the purpose of
           selling to those Customers any services which are the same as or
           substantially similar to, or competitive with, the services sold at
           that time by Rogers or its Affiliates.

<PAGE>

     17.2. Customer Information - RS acknowledges and agrees that the names,
           addresses and personal information of Customers and their cellular
           telephone numbers constitute the confidential and proprietary
           information of Rogers.

     17.3. Permitted Uses of Customer List - Notwithstanding sections 17.1 and
           17.2 above, during the term of this Agreement, and after the expiry
           of this Agreement, subject to applicable law, RS shall be permitted
           to utilize any Customer list containing such Customer's name and
           address developed by RS for direct marketing or other promotional
           efforts undertaken by RS solely for purposes of offering RS Products
           which are not used for or in connection with the Services (and, if
           applicable, the Additional Non-Wireless Services and Additional
           Wireless Services) or the products and services which are prohibited
           pursuant to Article 16.

18.  RIGHT OF FIRST OFFER

     18.1. Right of First Offer - Provided that RS is not presently in breach of
           its obligations hereunder, in the event that Rogers wishes to develop
           or open or authorize any "in-line" retail stores or kiosks within a
           Shopping Mall in Canada in addition to the Existing Mall Stores
           listed in Schedule E, Rogers shall first offer (an "Offer") to RS the
           opportunity to operate such additional "in-line" stores or kiosks, on
           terms and conditions substantially similar to those applicable to the
           Existing Mall Stores. If RS fails to confirm in writing, within 30
           days after receiving an Offer, that it is electing to accept the
           Offer, Rogers may develop or open or authorize the applicable Mall
           Stores without further notice or obligation to RS.

     18.2. Exceptions to Right of First Offer - Notwithstanding the foregoing,
           RS' rights under section 18.1 shall not apply:

           18.2.1. in those geographic regions as set forth in Schedules "H-1"
                   or "H-2" until the criteria for exclusivity in the RS
                   Corporate Stores have been satisfied; and

           18.2.2. to those locations designated in Schedule "E-1" as being
                   reserved for Rogers and/or its dealers.

19.  EQUIPMENT

     19.1. Inventory - Payment for Equipment shall be due in full within 30 days
           of shipment to RS at its Barrie warehouse or applicable Mall Store,
           as the case

<PAGE>

           may be, except that payments for Equipment that is shipped between
           September and December, inclusive, of each calendar year shall be
           within 90 days of shipment.

     19.2. Core Equipment and Accessories - Rogers may establish and amend from
           time to time a list of "core" wireless communications Equipment and
           accessories which shall be offered by RS in the Mall Stores. If an
           item is removed from the "core" list by Rogers, Rogers will, at its
           option, repurchase from RS the subject unsold items in the Mall
           Stores at the original price paid by RS or, develop with RS a
           marketing initiative to sell off these items, which would include a
           reduction in Rogers mark-up on these items.

     19.3. Price Protection for RS - Rogers shall make available to RS the
           benefit of any price protection made available to Rogers by Equipment
           manufacturers or which is made generally available by Rogers to its
           Independent Dealers.

     19.4. Price Protection for Rogers - During the Royalty Period, RS shall
           make available to Rogers the benefit of any price protection made
           available to RS by manufacturers of RS Products, or which is made
           available by RS to the RS Dealer Stores.

20.  SET OFF

     20.1. Right of Set Off - Each party shall be entitled to set off, against
           any amounts owing by it to the other, any amounts owing by one party
           to the other or to any Affiliate of Rogers (including without
           limitation any payments received by RS on behalf of Rogers from
           Customers) and, in the case of amounts owing to an Affiliate of
           Rogers, Rogers is authorized to remit such deducted amount to such
           Affiliate on behalf of RS. The rights of the parties under this
           section are in addition to any other rights which either party may
           have upon the failure of the other party to comply with any of its
           obligations under this Agreement.

21.  GENERAL

     21.1. Notice - Any notice, approval, waiver or other document or
           communications required or permitted to be given to any party under
           this Agreement shall be validly given only if in writing and if
           delivered personally (which shall include delivery by courier or
           other agent) or if telecopied to that party at the following address:

<PAGE>

          To Rogers:            Rogers Wireless Inc.
                                One Mount Pleasant
                                Toronto, Ontario
                                M4Y 2Y5

                                Telecopier No.: (416) 935-7574
                                Attention:    Senior Vice-President,
                                              Marketing and Sales

          with a copy sent to:  333 Bloor Street East
                                Toronto, Ontario
                                M5H 1G9

                                Telecopier No.: (416) 935-7627
                                Attention: Vice-President, Associate General
                                           Counsel

          To RS:                InterTAN Canada Ltd.
                                279 Bayview Drive
                                Barrie, Ontario
                                L4M 4W5

                                Telecopier No.: (705) 728-0847
                                Attention:  President, RadioShack Division

          with a copy sent to:  InterTAN, Inc.
                                3300 Highway #7
                                Suite 904
                                Concord, Ontario
                                L4K 4M3

                                Telecopier No.: (905) 760-9722
                                Attention: General Counsel

          Any such notice delivered or telecopied as aforesaid shall be deemed
          to have been given or made on the date on which it was delivered or
          telecopied, as the case may be. Any party may at any time give notice
          in writing to the other party of any change of address of the party
          giving such notice and from and after the giving of such notice the
          address therein specified shall be deemed to be the address of such
          party for the giving of notice hereunder.

<PAGE>

     21.2. Entire Agreement - With the exception of a letter agreement dated as
           of the date of this Agreement between the parties, this Agreement,
           including the schedules hereto, constitutes the entire agreement of
           the parties relating to the subject matter hereof and supersedes all
           prior agreements, understandings, negotiations, memoranda,
           correspondence and discussions, whether written or oral, relative to
           the subject matter hereof including the Original Agreement and the
           agreement in principle dated April 27, 2001. Except as otherwise
           specifically set forth in this Agreement, neither party makes any
           representation, warranty or condition express or implied, collateral,
           or otherwise to the other.

     21.3. Time of Essence - Time shall be of the essence of this Agreement.

     21.4. Enurement and Assignment - This Agreement shall enure to the benefit
           of and be binding upon the parties hereto and their respective heirs,
           executors, legal personal representatives, successors and permitted
           assigns. Neither this Agreement, nor any of the rights or obligations
           of the parties hereunder may be assigned by either party without the
           prior written consent of the other, which may be unreasonably
           withheld. Notwithstanding any other provision of this Agreement,
           except in the case of an assignment to, or acquisition of control
           (directly or indirectly) by a competitor of the non-assigning party,
           either party (the "Assignor") may, without consent, assign its rights
           and obligations under this Agreement to a person that directly or
           indirectly controls, is controlled by or under common control with
           the Assignor. A change of control of the Assignor shall be considered
           an assignment of this Agreement.

     21.5. Further Assurances - Each of the parties hereto shall provide such
           further documents or instruments required by the other party as may
           reasonably be necessary or desirable to give effect to the purpose of
           this Agreement and to carry out its provisions.

     21.6. Execution in Counterparts - This Agreement may be executed by the
           parties hereto in separate counterparts each of which when so
           executed and delivered shall be an original but all such counterparts
           shall together constitute one and the same instrument. The parties
           acknowledge that facsimile signatures shall be acceptable.

     21.7. Waiver - No provision of this Agreement shall be deemed waived by a
           course of conduct unless such waiver is in writing signed by all
           parties and stating specifically that it was intended to modify this
           Agreement.

<PAGE>

     21.8.  Proper Law - This Agreement shall be construed and enforced in
            accordance with the laws of the Province of Ontario and, subject to
            section 21.14, the parties hereto irrevocably attorn to the
            exclusive jurisdiction of the courts of such Province.

     21.9.  Severability - Subject to section 10.1.10, if any term or provision
            of this Agreement shall to any extent be found to be invalid, void
            or unenforceable, the remaining terms and provisions shall
            nevertheless continue in full force and effect.

     21.10. Language - The parties hereto have expressly required that this
            Agreement and all deeds, documents or notices relating thereto be
            drafted in the English language. Les parties aux presentes ont
            expressement exige que le present acte et tous autres contrats,
            documents ou avis qui y sont afferents soient rediges en langue
            anglaise.

     21.11. Survival - The provisions of sections 10.3, and 10.4 and Articles
            11, 12, 13, 14, 15, 17 and 20 shall survive the termination or
            expiry of this Agreement.

     21.12. Independent Review - The parties hereto acknowledge that their
            respective legal counsel have reviewed and participated in settling
            the terms of this Agreement, and that any rule of construction to
            the effect that any ambiguity is to be resolved against the drafting
            party shall not be applicable in the interpretation of this
            Agreement.

     21.13. Force Majeure - If, by reason of Force Majeure, a party hereto (the
            "Frustrated Party") is delayed or unable, in whole or in part, to
            perform or comply with any obligation or condition of this
            Agreement, then the Frustrated Party shall be relieved of liability
            and shall suffer no prejudice for failing to perform or comply or
            for delaying such performance or compliance during the continuance
            and to the extent of the inability so caused from and after the
            happening of the event of Force Majeure, provided that the
            Frustrated Party gives to the other parties hereto prompt notice of
            such inability and reasonably full particulars of the cause thereof.
            If notice is not promptly given, then the Frustrated Party shall
            only be relieved from performance or compliance from and after the
            giving of such notice. The Frustrated Party shall use reasonable
            efforts to remedy the situation and remove, so far as possible with
            reasonable dispatch, the cause of its delay or inability to perform
            or comply, provided, however, that settlement of strikes, lockouts
            and other industrial disputes shall be within the discretion of the
            Frustrated Party. The Frustrated Party shall give prompt notice of
            the commencement and cessation of Force Majeure.

<PAGE>

     21.14. Dispute Resolution - In the event of a dispute or disagreement
            between the parties hereto arising out of or in connection with this
            Agreement, the parties shall use their commercially reasonable best
            efforts to resolve the dispute, including, as may be appropriate,
            the escalation of the dispute to senior management of their
            respective organizations. Prior to submission of the dispute to
            arbitration in accordance with the terms set forth below or for
            resolution by a court of competent jurisdiction, the parties hereto
            shall submit the controversy to mediation in a proceeding to be
            conducted in Toronto, Ontario. If the parties exhaust the mediation
            process without a successful resolution of the matter, the parties,
            at their option, may submit said dispute or disagreement for
            resolution either to a court of competent jurisdiction or to three
            arbitrators to be appointed by agreement of the parties. The
            arbitration shall be governed by the Arbitrations Act (Ontario). Any
            decision or award by said arbitrators shall be non-binding.

     21.15. Announcement - Subject to applicable law, no public announcement or
            disclosure of the existence of this Agreement shall occur without
            the prior consent of both parties.

     21.16. Guarantee by Holding Companies

            21.16.1. Guarantee by RWCI - RWCI hereby guarantees the performance
                     by Rogers of its obligations under this Agreement and in
                     the event of default by Rogers in performing any of its
                     obligations under, or breach of, this Agreement, RS may at
                     any time, and from time to time, make demand on RWCI, and
                     RWCI shall promptly upon such demand, perform such
                     obligation or correct such breach. RS is not bound to seek
                     recourse against Rogers before enforcing the obligation of
                     RWCI hereunder.

            21.16.2. Guarantee by InterTAN - InterTAN hereby guarantees the
                     performance by RS of its obligations under this Agreement
                     and in the event of default by RS in performing any of its
                     obligations under, or breach of, this Agreement, Rogers may
                     at any time, and from time to time, make demand on
                     InterTAN, and InterTAN shall promptly upon such demand,
                     perform such obligation or correct such breach. Rogers is
                     not bound to seek recourse against RS before enforcing the
                     obligation of InterTAN hereunder.

<PAGE>

22.  RS' STATUS

     22.1. Relationship of Parties - RS acknowledges that it is acting on behalf
           of Rogers solely for the purpose of solicitation of Subscriptions and
           the servicing of Customers. The relationship of RS to Rogers is
           intended to be and shall be that of agent solely for such purposes
           and RS shall under no circumstances be considered a partner, joint
           venturer or employee of Rogers. RS acknowledges that in acting as
           agent for and on behalf of Rogers, the authority hereby granted to RS
           does not extend to or include binding Rogers to provide any Service
           to a Customer, each Customer being subject to the sole approval of
           Rogers.

23.  CLAWBACK & CHARGEBACKS TO COMMISION

     23.1  Notwithstanding anything in the Agreement or the Schedules, the
           parties agree that, except in the instance of fraudulent behaviour on
           the part of RS: (1) RS shall not be subject to chargeback, clawback
           or other such reduction against Commission where the Customer remains
           in good standing (including by way of example, the payment in full of
           all monthly bills approximately when due) with Rogers until the end
           of the sixth month following the month of activation; (2) Any
           chargeback, clawback or other reduction against Commission paid to RS
           shall not exceed the Base Commission paid; and (3) RS and Rogers
           agree to work together to review chargeback and other business rules
           governing the payment of Base Commission to RS in order to have
           revised rules completed by January 1, 2002.

     IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the date first above written.

<PAGE>

               ROGERS WIRELESS INC.

               by: /s/ Nadir Mohamed
               President and Chief Operating Officer

               by: /s/ John Noelker
               Senior Vice-President, Sales and Marketing

               ROGERS WIRELESS COMMUNICATIONS INC.

               by: /s/ Nadir Mohamed
               title:

               by: /s/ Graeme H. McPhail
               title: Vice President
                      Associate General Counsel

               INTERTAN CANADA LTD.

               by: /s/ Brian E. Levy
               title: Director and President

               by: /s/ James G. Gingerich
               title: Vice President

               INTERTAN, INC.

               by: /s/ Brian E. Levy
               title: President & CEO

               by: /s/ James G. Gingerich
               title:  Executive Vice President & CFO

NOTE: Schedules to the Mall Store Operating and Marketing Agreement have been
----
omitted.






<PAGE>

                                                                      Exhibit 21
                                                                      ----------

                              List of Subsidiaries
                                       Of
                                 InterTAN, Inc.

                                Jurisdiction of            Name Under Which
Subsidiary Name                   Organization             Subsidiary Operates
---------------                   ------------             -------------------

InterTAN Canada Ltd.          British Columbia (Can.)       RadioShack Canada

InterTAN Texas, Inc.          Texas (U.S.A.)                InterTAN Texas, Inc.


Note: The Company sold its operating subsidiary in Australia, InterTAN Australia
      Ltd., in April, 2001. A second, inactive subsidiary in Australia,
      Technotron Sales Corp Pty. Ltd. was placed in liquidation in June, 2001.
      The Company sold its subsidiary in the United Kingdom, InterTAN U.K. Ltd.,
      in January, 1999.



<PAGE>

                                                                      Exhibit 23

                                 InterTAN, Inc.

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-63090, 33-92286, 33-29055, 333-4344, 333-16105,
333-22011 and 333-32694) of InterTAN, Inc. of our report dated August 13, 2001,
appearing in Item 8 of this Annual Report on Form 10-K for the year ended June
30, 2001. We also consent to the incorporation by reference of our report dated
August 13, 2001 on the Financial Statement Schedule, which is also included in
this Form 10-K.




/s/PricewaterhouseCoopers LLP






Toronto, Canada
September 27, 2001