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<SEC-DOCUMENT>0000950157-04-000676.txt : 20040922
<SEC-HEADER>0000950157-04-000676.hdr.sgml : 20040922
<ACCEPTANCE-DATETIME>20040922121427
ACCESSION NUMBER:		0000950157-04-000676
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040930
FILED AS OF DATE:		20040922
DATE AS OF CHANGE:		20040922

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ROGERS COMMUNICATIONS INC
		CENTRAL INDEX KEY:			0000733099
		STANDARD INDUSTRIAL CLASSIFICATION:	CABLE & OTHER PAY TELEVISION SERVICES [4841]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-10805
		FILM NUMBER:		041040692

	BUSINESS ADDRESS:	
		STREET 1:		333 BLOOR STREET EAST
		STREET 2:		10TH FLOOR
		CITY:			TORONTO, ONTARIO
		STATE:			A6
		ZIP:			M4W 1G9
		BUSINESS PHONE:		4160353532

	MAIL ADDRESS:	
		STREET 1:		333 BLOOR STREET EAST
		STREET 2:		10TH FLOOR
		CITY:			TORONTO, ONTARIO
		STATE:			A6
		ZIP:			M4W 1G9

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ROGERS CABLESYSTEMS INC
		DATE OF NAME CHANGE:	19860425
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>form6k.txt
<DESCRIPTION>FORM 6-K
<TEXT>

                                   FORM 6-K
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549


                       Report of Foreign Private Issuer

                       Pursuant to Rule 13a-16 or 15d-16
                    of the Securities Exchange Act of 1934

For the month of September, 2004

                          ROGERS COMMUNICATIONS INC.
                        -------------------------------

                (Translation of registrant's name into English)


                       333 Bloor Street East, 10th Floor
                           Toronto, Ontario M4W 1G9

                        -------------------------------

                   (Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.

                Form 20-F [ ]                    Form 40-F [X]

Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.

                Yes [ ]                            No [X]

- -------------------------------------------------------------------------------

<PAGE>

                                     -2-

                                  Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


ROGERS COMMUNICATIONS INC.

By: /s/ David Miller
    ----------------------------------------------
    David Miller
    Vice President, General Counsel and Secretary

Date: September 22, 2004.


<PAGE>

                                     -3-

                                 Exhibit Index


Exhibit
Number         Description
- ---------      ----------

  99.1         Support Agreement between Microcell Telecommunications Inc. and
               Rogers Wireless Communications Inc. dated as of September 19,
               2004.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex99-1.txt
<DESCRIPTION>SUPPORT AGREEMENT
<TEXT>


                                                                  EXHIBIT 99.1


                               SUPPORT AGREEMENT

     This support agreement is made as of 19th day of September 2004 between
Microcell Telecommunications Inc. (the "CORPORATION") and Rogers Wireless
Communications Inc. (the "OFFEROR").

RECITALS

A.   This Agreement sets out the terms and conditions upon which the Offeror
     will, either directly or through a wholly owned subsidiary, make offers
     on the terms set forth in Schedule A to this Agreement (the "Offers") for
     all of the issued and outstanding Securities of the Corporation at a
     consideration per Security as specified in Schedule A hereto.

B.   The Board, after consultation with its financial and legal advisors, has
     determined that the consideration per Share offered pursuant to the
     Offers is fair to the holders of Shares and that the Offers are in the
     best interests of the Corporation and the holders of Shares, has approved
     this Agreement and has resolved to recommend that holders of Shares
     accept the Offers in respect of the Shares.

THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:

1.   INTERPRETATION

1.1  DEFINITIONS

     In this Agreement:

(a)  "Acquisition Proposal" means, other than from the Offeror or any issuance
     of Shares pursuant to the exercise of the Warrants and the COM Canada
     Warrants, any merger, amalgamation, statutory arrangement,
     recapitalization, take-over bid, sale of material assets (or any lease,
     long-term supply agreement or other arrangement having the same economic
     effect as a sale of material assets), liquidation, sale of a material
     number of shares or rights or interests therein or thereto or similar
     transactions involving the Corporation and/or the Subsidiaries, or a
     written proposal to do so, excluding the Offers;

(b)  "Board" means the board of directors of the Corporation;

(c)  "Business Day" means any day on which banks in each of the Cities of
     Montreal and Toronto are open for business;

(d)  "CBCA" means the Canada Business Corporations Act, as amended from time
     to time;

(e)  "Class A Shares" means the Class A restricted voting shares in the
     capital of the Corporation;


<PAGE>

                                     -2-



(f)  "Class B Shares" means the Class B non-voting shares in the capital of
     the Corporation;

(g)  "COM Canada Warrants" means the warrants issued by the Corporation to COM
     Canada, LLC pursuant to a warrant agreement between the Corporation and
     COM Canada, LLC effective as of May 3, 2004;

(h)  "Commissioner of Competition" means the Commissioner of Competition
     appointed under the Competition Act and any person duly authorized to
     exercise the powers and perform the duties of the Commissioner of
     Competition;

(i)  "Competition Act" means the COMPETITION ACT of Canada (R.S.C. 1985, c.
     C-34), as amended;

(j)  "Competition Act Clearance" means:

     (i)  except where the Commissioner of Competition waives the obligation
          to file, the filing by the Offeror and the Corporation of the
          notifications required under Part IX of the Competition Act; and

     (ii) any one of the following:

     (A)  the issuance of an advance ruling certificate ("ARC") by the
          Commissioner of Competition under Section 102(1) of the Competition
          Act, in form and substance satisfactory to the Offeror acting
          reasonably, to the effect that the Commissioner of Competition is
          satisfied that the Commissioner of Competition would not have
          sufficient grounds on which to apply to the Competition Tribunal for
          an order under Section 92 of the Competition Act with respect to the
          transactions contemplated in the Offers and which ARC shall remain
          in force, unamended, at the Effective Date; or

     (B)  the waiting period(s) under section 123 of the Competition Act shall
          have expired or been earlier terminated or waived and the
          Commissioner of Competition shall have advised the Offeror (which
          advice will not have been rescinded or amended), to the satisfaction
          of the Offeror, in its reasonable judgement but subject to the
          Offeror's obligations in Section 7.2 hereof, that she does not
          intend to oppose the purchase of the Securities under the Offers and
          will not have made or have threatened to make an application under
          the Competition Act in respect of the purchase of the Securities
          under the Offers or in respect of the business or assets of the
          Offeror or the Corporation, where such application or threat remains
          outstanding.

(k)  "Competition Tribunal" means the Competition Tribunal established under
     the COMPETITION TRIBUNAL ACT of Canada (R.S.C. 1985, c.19 (2nd Supp.)),
     as amended;


<PAGE>

                                     -3-


(l)  "Compulsory Acquisition" means a compulsory acquisition pursuant to the
     compulsory acquisition provisions of Part XVII of the CBCA;

(m)  "Confidentiality Agreement" means the letter agreement dated July 14,
     2004 between the Offeror and the Corporation;

(n)  "Credit Facilities" means collectively, the Amended and Restated Tranche
     A Exit Facility Agreement, the Tranche B-Term Loan A Credit Agreement and
     the Tranche B-Term Loan B Credit Agreement, each dated as of March 17,
     2004 and entered into among, inter alia, the Corporation, as parent,
     Microcell Solutions Inc., as borrower, JP Morgan Chase Bank, Toronto
     Branch, as administrative agent, and the financial institutions parties
     thereto as lenders, as amended, supplemented, restated, extended or
     otherwise modified from time to time;

(o)  "CSAs" means Canadian Securities Administrators;

(p)  "Data Room Information" means the documents listed in the index annexed
     as Schedule C, all of which the Corporation confirms it has made
     available to the Offeror or its legal counsel pursuant to an IntraLinks
     website;

(q)  "Effective Date" means the first date on which the Offeror has taken up
     and paid for the Securities under the Offers;

(r)  "Environmental Laws" means all applicable federal, provincial, state,
     local and foreign laws, imposing liability or standards of conduct for or
     relating to the regulation of activities, materials, substances or wastes
     in connection with or for or to the protection of human health, safety,
     the environment or natural resources (including ambient air, surface
     water, groundwater, wetlands, land surface or subsurface strata,
     wildlife, aquatic species and vegetation) and under common law;

(s)  "Environmental Liabilities" means, with respect to any person, all
     liabilities, obligations, responsibilities, response, remedial and
     removal costs, investigation costs, capital costs, operation and
     maintenance costs, losses, damages, punitive damages, property damages,
     natural resource damages, consequential damages, treble damages, costs
     and expenses, fines, penalties and sanctions incurred as a result of or
     related to any claim, suit, action, administrative order, investigation,
     proceeding or demand by any person, whether based in contract, tort,
     implied or express warranty, strict liability, criminal or civil statute
     or common law, relating to any environmental matter arising under or
     related to any Environmental Laws, Environmental Permits, or in
     connection with any Release or threatened Release or presence of a
     Hazardous Material whether on, at, in, under, from or about or in the
     vicinity of any real or personal property;

(t)  "Environmental Permits" means all permits, licenses, written
     authorizations, certificates, approvals, program participation
     requirements, sign-offs or registrations required by or available with or
     from any Governmental Entity under any Environmental Laws;


<PAGE>

                                     -4-


(u)  "Equivalent Insurance" an insurance policy that is substantially
     equivalent in terms of amount, scope, exclusions, deductibles and
     limitations to the Corporation's current directors' and officers'
     liability insurance policy;

(v)  "Filed CSA Documents" means any documents filed with the CSAs that are
     disclosed in full under the Corporation's name pursuant to the SEDAR
     website;

(w)  "fully-diluted basis" means with respect to the number of outstanding
     Shares at any time, the number of such Shares of any class that would be
     outstanding assuming all outstanding Options and other rights to purchase
     Class A Shares and Class B Shares have been exercised, including the
     exercise of the Warrants and the COM Canada Warrants but excluding the
     Rights;

(x)  "Governmental Entity" means any (i) multinational, federal, provincial,
     territorial, state, municipal, local or other governmental or public
     department, central bank, court, commission, commissioner (including the
     Commissioner of Competition), tribunal (including the Competition
     Tribunal) board, bureau, agency or instrumentality, domestic or foreign,
     (ii) any subdivision or authority of any of the foregoing, or (iii) any
     quasi-governmental or private body exercising any regulatory,
     expropriation or taxing authority under or for the account of any of the
     above;

(y)  "Hazardous Material" means any substance, material or waste which is
     regulated by, or forms the basis of liability under, any Environmental
     Laws, including any material or substance which is defined as a "solid
     waste", "hazardous waste", "hazardous material", "hazardous substance",
     "dangerous good", "extremely hazardous waste", "restricted hazardous
     waste", "pollutant", "contaminant", "hazardous constituent", "special
     waste", "toxic substance" or other similar term or phrase under any
     Environmental Laws, or petroleum or any fraction or by-product thereof,
     asbestos, substances used for dry-cleaning and the waste and breakdown
     products thereof, polychlorinated biphenyls (PCB's), or any radioactive
     substance;

(z)  "including", "includes" or similar expressions are not intended to be
     limiting and all deemed to be followed by the expression "without
     limitation";

(aa) "Liens" means any hypothecs, mortgages, liens, charges, security
     interests, encumbrances and adverse claims;

(bb) "Material Adverse Effect" means (a) with respect to the Offeror, any
     change or effect having a material adverse effect on the ability of the
     Offeror to perform its obligations under this Agreement or to consummate
     the transactions contemplated hereby on a timely basis or (b) with
     respect to the Corporation and the Subsidiaries, any change or effect
     having a material adverse effect on the results of operations or
     financial condition of the Corporation and the Subsidiaries, on a
     consolidated basis; provided, however, that with respect to the
     Corporation and the Subsidiaries, effects relating to (i) changes in
     general economic or political


<PAGE>

                                     -5-


     conditions or the securities markets, (ii) changes in laws, rules,
     regulations or orders of any Governmental Entity or interpretations
     thereof by any Governmental Entity or changes in accounting rules, (iii)
     changes affecting generally the industries in which the Corporation or
     any of the Subsidiaries conducts business, (iv) the announcement of the
     transactions contemplated by this Agreement or other communication by the
     Offeror of its plans or intentions with respect to any of the businesses
     of the Corporation or any of the Subsidiaries, (v) the consummation of
     the transactions contemplated by this Agreement or any actions by the
     Offeror or the Corporation taken pursuant to this Agreement, (vi) any
     natural disaster or any acts of terrorism, sabotage, military action or
     war (whether or not declared) or any escalation or worsening thereof,
     (vii) any change in the market price or trading volume of any of the
     Securities, (viii) any failure by the Corporation to meet any earnings
     estimates of equity analysts, for any period, (ix) any actual or
     threatened litigation by any security holder, whether by way of class
     action, derivative proceeding or otherwise arising from allegations of
     breach of fiduciary duty relating to this Agreement or the transactions
     contemplated hereby or (x) any matter of which the Offeror has actual
     knowledge on the date hereof shall be deemed not to constitute a
     "Material Adverse Effect" and shall not be considered in determining
     whether a "Material Adverse Effect" has occurred;

(cc) "Offers" shall have the meaning ascribed thereto in the Recitals of this
     Agreement and "Offer" means any of the Offers;

(dd) "Options" means any existing or future rights or options to purchase
     Shares outstanding under the Stock Option Plan or otherwise;

(ee) "Outside Date" means January 1, 2005, subject to the right of either
     party to postpone the Outside Date by 30 days if the approvals listed in
     Schedule B have not been obtained, by giving written notice to the other
     party to such effect no later than 5:00 p.m. (Montreal time) on the date
     that is 15 days prior to the original Outside Date, or such other date as
     may be agreed to by the parties;

(ff) "partially-diluted basis" means with respect to the number of outstanding
     Class B Shares at any time, the number of Class B Shares that would be
     outstanding assuming all outstanding Options for Class B Shares and other
     rights to purchase Class B Shares (other than Rights) have been exercised
     (including the exercise of the COM Canada Warrants for Class B Shares),
     but not assuming the exercise of the Warrants or conversion of Class A
     Shares;

(gg) "Person" includes any natural person, body corporate, Governmental
     Authority or other juridical entity;

(hh) "Release" means any release, threatened release, spill, emission,
     leaking, pumping, pouring, emitting, emptying, escape, injection,
     deposit, disposal, discharge, dispersal, dumping, leaching or migration
     of Hazardous Material in the indoor or outdoor environment, including the
     movement of Hazardous Material through or in the air, soil, surface
     water, ground water or property;


<PAGE>

                                     -6-


(ii) "Rights" has the meaning ascribed thereto in the Rights Plan;

(jj) "Rights Plan" means the Shareholder Rights Plan of the Corporation dated
     as of May 1, 2003, as amended or supplemented from time to time;

(kk) "Securities" means the Shares and the Warrants, collectively;

(ll) "Shares" means the Class A Shares and the Class B Shares, collectively;

(mm) "Stock Option Plan" means the stock option plan of the Corporation dated
     as of May 1, 2003, as amended or supplemented from time to time;

(nn) "Stock Purchase Plan" means the stock purchase plan of the Corporation
     dated as of May 1, 2003, as amended or supplemented from time to time;

(oo) "Subsequent Acquisition Transaction" means any proposed statutory
     arrangement, amalgamation, merger, reorganization, consolidation,
     recapitalization or other transaction involving the Corporation and/or
     the Subsidiaries and the Offeror or an affiliate of the Offeror;

(pp) "Subsidiaries" means Microcell Solutions Inc., Inukshuk Internet Inc. and
     Telcom Investments Inc., all wholly-owned subsidiaries of the
     Corporation, and any other subsidiary of the Corporation whose
     consolidated assets or revenues represent 5% or more of the consolidated
     assets or revenues, as the case may be, of the Corporation;

(qq) "Superior Proposal" means an unsolicited bona fide written Acquisition
     Proposal made or received under circumstances that the Board determines
     in good faith, after consultation with its financial and outside legal
     advisors, would, if consummated in accordance with its terms, result in a
     transaction which (A) is more favourable to the holders of Shares from a
     financial point of view than the transactions contemplated by this
     Agreement, and (B) is reasonably capable of completion taking into
     account all legal, financial, regulatory and other aspects of such
     proposal and the party making such proposal;

(rr) "Termination Fee" means a fee equal to $45 million;

(ss) "Termination Fee Event" shall have the meaning ascribed thereto in
     Section 9.1 of this Agreement;

(tt) "Warrants" means the Warrants 2005 and the Warrants 2008, collectively;

(uu) "Warrants 2005" means the Warrants 2005 of the Corporation issued
     pursuant to the warrant indenture dated as of May 1, 2003 and amended on
     November 20, 2003 between the Corporation and Computershare Trust Company
     of Canada; and


<PAGE>

                                      -7-

(vv) "Warrants 2008" means the Warrants 2008 of the Corporation issued
     pursuant to the warrant indenture dated as of May 1, 2003 and amended on
     November 20, 2003 between the Corporation and Computershare Trust Company
     of Canada.

1.2  SECURITIES

     References to "Securities" herein includes any securities into which the
Securities or any of them may be reclassified, sub-divided, consolidated or
converted and any rights and benefits arising therefrom including any
extraordinary distributions of securities which may be declared in respect of
such Securities.

1.3  CURRENCY

     All sums of money referred to in this Agreement shall mean Canadian
funds.

1.4  KNOWLEDGE

     Where any representation or warranty contained in this Agreement is
expressly qualified by reference to the knowledge of the Corporation, it shall
be deemed to refer to the actual knowledge of Andre Tremblay, Alain Rheaume,
Jacques Leduc, Gaetan Jacques, Robert Fortier or Jocelyn Cote after due
inquiry.

2.   THE OFFERS

2.1  TIMING

     The Offeror agrees to make the Offers for all of the Securities as soon
as possible but in any event not more than ten Business Days after the date of
this Agreement.

2.2  CONDITIONS PRECEDENT

     Notwithstanding Section 2.1, the Offeror shall not be required to make
the Offers and shall, if it determines not to make the Offers, terminate this
Agreement by written notice to the Corporation, if at the time the Offeror
proposes to make the Offers:

(a)  there exists a cease trade order, injunction or other prohibition or
     order at law or under applicable legislation against the Offeror making
     the Offers or taking up and paying for all of the Securities under the
     Offers or completing a Compulsory Acquisition or Subsequent Acquisition
     Transaction; other than in respect of those government or regulatory
     approvals, waiting or suspensory periods, waivers, permits, consents,
     reviews, orders, rulings, decisions and exemptions referred to in
     Schedule A and Schedule B to this Agreement; or

(b)  the Corporation shall have breached any of its representations,
     warranties, covenants or other agreements contained in this Agreement
     (for representations, warranties, covenants or other agreements qualified
     as to materiality, in any respect, and for all other representations,
     warranties, covenants or other agreements, in any material respect) and
     such breach is not curable or if curable is
<PAGE>

                                      -8-

     not cured within 15 days after written notice of the breach has been
     given to the Corporation by the Offeror in which case the period
     contemplated in Section 2.1 shall be accordingly extended.

The foregoing conditions are for the sole benefit of the Offeror and may be
waived by the Offeror in whole or in part at any time and shall be deemed to
have been waived by it if the Offeror makes the Offers.

3.   REPRESENTATIONS AND WARRANTIES

3.1  REPRESENTATIONS AND WARRANTIES OF THE OFFEROR

     The Offeror hereby represents and warrants that:

(a)  Organization, Standing and Corporate Power. The Offeror has been duly
     incorporated under applicable law, is validly existing and has the
     corporate power and authority to own its properties and conduct its
     businesses as currently owned and conducted.

(b)  Authority; No conflict. The Offeror has the requisite corporate power and
     authority to enter into this Agreement and to perform its obligations
     hereunder. The execution and delivery of this Agreement by the Offeror
     and the consummation by the Offeror of the transactions contemplated by
     this Agreement have been duly authorized by the board of directors and no
     other corporate proceedings on the part of the Offeror are necessary to
     authorize this Agreement or the transactions contemplated hereby. This
     Agreement has been duly executed and delivered by the Offeror and
     constitutes a valid and binding obligation of the Offeror, enforceable
     against the Offeror in accordance with its terms subject to the usual
     exceptions as to creditors' rights and the availability of equitable
     remedies and subject to compliance with the Competition Act. Assuming the
     approvals and clearances identified in Schedule B hereto are obtained,
     the execution and delivery by the Offeror of this Agreement and the
     completion of the transactions contemplated hereby, will not result in a
     violation or breach by the Offeror of, require any consent to be obtained
     by the Offeror under or give rise to any termination rights or other
     adverse consequences under any provision of:

     (i)  its certificate of incorporation, articles, by-laws or other charter
          documents;

     (ii) any law, regulation, order, judgment or decree applicable to it in
          all material respect, except where such violation or breach would
          not be material; or

    (iii) any material contract, agreement, license, franchise or permit by
          which the Offeror is bound or is subject or is the beneficiary.


<PAGE>

                                      -9-

(c)  Consents and Approvals. No consent, approval or authorization of, or
     declaration or filing with, or notice to, any Governmental Entity which
     has not been received or made is required by the Offeror in connection
     with the execution and delivery of this Agreement by the Offeror, except
     as identified in Schedule B hereto or where the absence or failure
     thereof would not be material.

(d)  Financial Resources. The Offeror has the financial resources and is
     financially capable of completing the Offers.

3.2  REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

     The Corporation hereby represents and warrants that, except as disclosed
in the Data Room Information or in the Filed CSA Documents:

(a)  Organization, Standing and Corporate Power. The Corporation and each of
     the Subsidiaries has been duly incorporated under applicable law, is
     validly existing and has the corporate power and authority to own its
     properties and conduct its businesses as currently owned and conducted.

(b)  Authority; No Conflict. The Corporation has the requisite corporate power
     and authority to enter into this Agreement and to perform its obligations
     hereunder. The execution and delivery of this Agreement by the
     Corporation and the consummation by the Corporation of the transactions
     contemplated by this Agreement have been duly authorized by the Board and
     no other corporate proceedings on the part of the Corporation are
     necessary to authorize this Agreement or the transactions contemplated
     hereby. This Agreement has been duly executed and delivered by the
     Corporation and constitutes a valid and binding obligation of the
     Corporation, enforceable against the Corporation in accordance with its
     terms subject to the usual exceptions as to creditors' rights and the
     availability of equitable remedies and subject to compliance with the
     Competition Act. Assuming the approvals and clearances identified in
     Schedule B hereto are obtained, the execution and delivery by the
     Corporation of this Agreement and the completion of the transactions
     contemplated hereby, will not result in a violation or breach by the
     Corporation of, require any consent to be obtained or filing to be made
     by the Corporation under or give rise to any termination rights or other
     adverse consequences under, any provision of:

     (i)  its certificate of incorporation, articles or by-laws;

     (ii) any law, regulation, order, judgment or decree applicable to it,
          except where such violation or breach would not be material; or

    (iii) any material contract, agreement, license, franchise or permit by
          which the Corporation is bound or is subject or is the beneficiary,
          other than the Credit Facilities.

(c)  Licences, Consents and Approvals. Except for licences, registrations and
     qualifications which, if not obtained, would not reasonably be expected,


<PAGE>

                                     -10-

     individually or in the aggregate to have a Material Adverse Effect, each
     of the Corporation and the Subsidiaries is licensed, registered and
     qualified to carry on its business as presently carried on by it and is
     in good standing in all material respects in each jurisdiction in which
     the nature of its current business makes any such qualification
     necessary, and all such licences, registrations and qualifications are
     valid and subsisting and in good standing in all material respects. No
     consent, approval or authorization of, or declaration or filing with, or
     notice to, any Governmental Entity which has not been received or made is
     required by the Corporation in connection with the execution and delivery
     of this Agreement by the Corporation, except as identified in Schedule B
     or where the absence or failure thereof would not be material.

(d)  Support of the Offers. The Board, after consultation with its financial
     and outside legal advisors, has determined that the consideration per
     Share offered pursuant to the Offers is fair to the holders of the Shares
     and that the Offers are in the best interests of the Corporation and the
     holders of the Shares, has approved this Agreement and has resolved to
     support and to recommend that holders of the Shares accept the Offers.

(e)  Rights Plan. The Board has resolved to waive the application of the
     Rights Plan to allow the Offeror to proceed with the Offers and take-up
     and pay for Securities deposited pursuant to the Offers without any
     dilutive effects resulting from the issue or exercise of the Rights.

(f)  Capital Structure. The authorized share capital consists of an unlimited
     number of Class A Shares, an unlimited number of Class B Shares, an
     unlimited number of first preferred shares (issuable in series) and an
     unlimited number of second preferred shares (issuable in series). As at
     August 31, 2004, there were 200,669 Class A Shares, 29,518,545 Class B
     Shares, 3,998,302 Warrants 2005 and 6,163,943 Warrants 2008 issued and
     outstanding. In addition, as at August 31, 2004, the COM Canada Warrants
     entitled the holder thereof, to acquire 3,977,272 additional Class B
     Shares. As at August 31, 2004, the Corporation had granted Options to
     acquire 1,391,181 Class B Shares. Except as described in this Agreement,
     as at August 31, 2004, there were no options, warrants, conversion
     privileges or other rights, agreements, arrangements or commitments
     obligating the Corporation to issue or sell any shares of the capital of
     the Corporation or securities or obligations of any kind convertible into
     or exchangeable for any shares of the capital of the Corporation.

(g)  Canadian Securities Legislation. The Corporation is a "reporting issuer"
     under the applicable Canadian and a foreign private issuer under United
     States securities legislation and is not in default of any material
     requirements of any applicable securities laws; no delisting, suspension
     of trading in or cease trading order with respect to the Securities is
     pending or, to the knowledge of the Corporation, threatened.


<PAGE>

                                     -11-

(h)  Financial Statements. Each of the consolidated financial statements of
     the Corporation included in the Filed CSA Documents filed after May 1,
     2003 has been prepared in accordance with Canadian generally accepted
     accounting principles applied on a consistent basis during the periods
     involved (except as may otherwise be indicated in the notes thereto or,
     in the case of unaudited interim financial statements, as may be
     permitted by applicable laws) and fairly present in all material respects
     the consolidated financial position of the Corporation as of the dates
     thereof and the consolidated results of their operations and cash flows
     for the periods then ended (subject, in the case of unaudited interim
     financial statements, to normal year-end audit adjustments and except
     that such unaudited interim financial statements may omit notes which are
     not required in the unaudited financial statements).

(i)  Absence of Certain Changes or Events; No Undisclosed Material
     Liabilities. Since June 30, 2004 (i) each of the Corporation and the
     Subsidiaries has conducted its business in the ordinary course, including
     as to the making of forward commitments, (ii) no liability or obligation
     of any nature (whether absolute, accrued, contingent or otherwise)
     material to the Corporation and the Subsidiaries, on a consolidated
     basis, has been incurred other than in the ordinary course and (iii)
     there has not occurred any change which has had a Material Adverse
     Effect. No indebtedness for borrowed money has been created, incurred,
     assumed or guaranteed since June 30, 2004 in an amount in excess of
     $1,000,000 in the aggregate.

(j)  Assets. Each of the Corporation and the Subsidiaries has good and valid
     title to the material assets reflected as its property in the latest
     balance sheet of the Corporation included in the Filed CSA Documents
     (other than any such asset disposed of or consumed in the ordinary course
     of business), free and clear of any and all Liens except (A) Liens
     permitted or required under the Credit Facilities, (B) those reflected or
     reserved against in the latest balance sheet of the Corporation included
     in the Filed CSA Documents, (C) taxes not in default and payable without
     penalty and interest, and (D) other Liens that individually or in the
     aggregate do not have a Material Adverse Effect.

(k)  Litigation, etc. (i) There is no suit, claim, action or proceeding
     pending or, to the knowledge of the Corporation, threatened against the
     Corporation or any of the Subsidiaries before any Governmental Entity,
     and (ii) neither the Corporation nor any of the Subsidiaries is subject
     to any outstanding order, writ, judgment, injunction, decree or
     arbitration order or award that, in any such case described in clauses
     (i) and (ii), has had or would reasonably be expected to have,
     individually or in the aggregate, a Material Adverse Effect. There are no
     suits, claims, actions or proceedings pending or, to the knowledge of the
     Corporation, threatened against the Corporation or any of the
     Subsidiaries, seeking to prevent the transactions contemplated by this
     Agreement.

(l)  Compliance with Applicable Law. Each of the Corporation and the
     Subsidiaries is in compliance with all applicable statutes, law,
     ordinances, rules, certificates,

<PAGE>
                                     -12-


     orders, injunctions, arbitral awards, grants, regulations and other
     authorization of any Governmental Entity, except for non-compliances
     which would not reasonably be expected to have, individually or in the
     aggregate, a Material Adverse Effect.

(m)  Brokers. No broker, investment banker, financial advisor or other person
     is entitled to any broker's, finder's, financial advisor's or other
     similar fee or commission in connection with the transactions
     contemplated hereby based upon arrangements made by or on behalf of the
     Corporation, other than J.P. Morgan Securities Inc., J.P. Morgan
     Securities Canada Inc. and N M Rothschild & Sons Canada Securities
     Limited, the fees and expenses of which will be paid by the Corporation
     in accordance with the terms of the engagement letters entered into with
     each of them (copies of which engagement letters will be given to the
     Offeror redacted to blackout the fee structure referred to therein).
     Based on the price of the Offers as set forth in Schedule A, the
     Corporation will be required to pay fees (not including expenses) in the
     aggregate amount of approximately $13,950,000 pursuant to such engagement
     letters, of which $2,150,000 has been paid to date.

(n)  Written Opinions of Financial Advisors. The Corporation has received the
     opinions of each of J.P. Morgan Securities Inc. and N M Rothschild & Sons
     Canada Securities Limited on September 19, 2004 (a true and complete copy
     of which, when given in writing, will be delivered to the Offeror by the
     Corporation), to the effect that, based upon and subject to the matters
     set forth therein, as of the date thereof, the consideration to be
     received by the holders of Shares in the Offers is fair, from a financial
     point of view, to such holders, and such opinions have not been withdrawn
     or modified at the date of the Agreement.

(o)  Restrictions on Business Activities. There is no arbitral award,
     judgment, injunction, order or decree binding upon the Corporation or any
     of the Subsidiaries that has or could reasonably be expected to have the
     effect of prohibiting, restricting, or impairing any business practice of
     any of them, any acquisition or disposition of property by any of them,
     or the conduct of the business by any of them as currently conducted,
     which could reasonably be expected to have a Material Adverse Effect.

(p)  Registration Rights. Except for the COM Canada Warrants and the Warrants,
     no holder of Securities has any right to compel the Corporation to
     register or otherwise qualify the Securities (or any of them) for public
     sale or distribution in Canada or the United States.

(q)  Rights of Other Persons. No person has any right of first refusal or
     option to purchase or any other right of participation in any of the
     material properties or assets owned by the Corporation or any of the
     Subsidiaries, or any part thereof, nor is any person entitled to any
     material rebate, refund, payment, credit or other benefit in the event
     that any product or service provided by the Corporation or any of the
     Subsidiaries fails to achieve specified results, a specified level of


<PAGE>
                                     -13-


     performance, or other criteria where any such entitlement would
     reasonably be expected to have a Material Adverse Effect.

(r)  Full Disclosure. All Data Room Information was true, complete and
     accurate in all material respects as at its respective dates, except to
     the extent that any inaccuracies have not had and could not reasonably be
     expected to have, individually or in the aggregate, a Material Adverse
     Effect with respect to the Corporation. No information contained in this
     Agreement or in the Data Room Information or other reports delivered by
     or on behalf of the Corporation to the Offeror or any other written
     statement furnished by or on behalf of the Corporation to the Offeror
     contains a misrepresentation (within the meaning of the Securities Act
     (Ontario)), except to the extent that it relates to a matter or
     circumstance which could not reasonably be expected to have a Material
     Adverse Effect with respect to the Corporation and except as to financial
     forecasts and guidance for which the Corporation represents and warrants
     only that they have been prepared in good faith using assumptions that
     were considered to be fair and reasonable as at the dates of such
     forecasts and guidance.

(s)  Absence of Cease Trade Orders. No order ceasing or suspending trading in
     the Securities or any of them is outstanding and no proceedings for this
     purpose have been instituted or, to the knowledge of the Corporation, are
     pending, contemplated or threatened.

(t)  Insurance. All insurance maintained by the Corporation or any of the
     Subsidiaries is in full force and effect and in good standing and neither
     the Corporation nor any of the Subsidiaries is in default, whether as to
     payment of premium or otherwise, under the terms of any such insurance
     nor has the Corporation or any Subsidiary failed to give any notice or
     present any claim under any such insurance in a due and timely fashion or
     received notice or otherwise become aware of any intent of an insurer to
     either claim any default on the part of the Corporation or any of the
     Subsidiaries or not to renew any policy of insurance on its expiry or to
     increase any deductible or cost, except where such failure or default
     would reasonably be expected not to have a Material Adverse Effect.

(u)  Real Property. All of the real property owned by the Corporation or any
     of the Subsidiaries is completely and accurately described in the Data
     Room Information. Except for Liens permitted or required under the Credit
     Facilities or where non-compliance with Liens would not have a Material
     Adverse Effect, each such real property is held with good and marketable
     title free and clear of all Liens and the purpose for which each such
     real property is used is in compliance with all zoning and local use
     requirements. To the knowledge of the Corporation and the Subsidiaries,
     the landlords or licensors under such licences, leases, sub-leases and
     agreements are not in material breach of any of their obligations
     thereunder and no state of facts which, after notice or lapse of time or
     both or otherwise, would result in a material breach or default
     thereunder which could reasonably be expected to have a Material Adverse
     Effect. Also disclosed in the Data Room Information is a complete and
     accurate list of all material immovable

<PAGE>
                                     -14-


     or real property licenses, leases, sub-leases and all agreements or
     offers to lease or sub-lease which are in force and any amendments,
     extensions and/or additions thereto to which the Corporation or any
     Subsidiary is a party, by which any of them is bound, or in respect of
     which any of them is entitled to benefit. Accurate and complete copies of
     all such material licenses, leases, sub-leases and agreements and of any
     and all material amendments, extensions and/or additions thereto have
     been included in the Data Room Information.

(v)  Obligations. There are no outstanding obligations relating to any written
     notice or order issued by any Governmental Entity in respect of any of
     the properties owned or leased by the Corporation or any of the
     Subsidiaries nor has the Corporation or any of the Subsidiaries received
     any notice from any Governmental Entity alleging any deficiency or
     non-compliance with any municipal agreements (including any development
     or site plan agreements), building restrictions, zoning or building laws
     or by-laws, building codes, fire codes or environmental laws which would
     individually or in the aggregate have a Material Adverse Effect.

(w)  Expropriation. No part of the property or assets of the Corporation or
     any of the Subsidiaries has been taken, condemned or expropriated by any
     Governmental Entity nor has any notice or proceeding in respect thereof
     been given or commenced nor is the Corporation or any of the Subsidiaries
     aware of any intent or proposal to give such notice or commence any such
     proceedings.

(x)  Licences. All licences that the Corporation or any of the Subsidiaries
     are required to obtain that are related to their respective businesses or
     the ownership or operation of their respective properties and assets have
     been obtained, are disclosed in the Data Room Information and are
     currently valid, in full force and effect and in good standing, expect
     for such failure as could not individually or in the aggregate reasonably
     be expected to have a Material Adverse Effect on the Corporation. Neither
     the Corporation nor any of the Subsidiaries has violated the terms or
     conditions of any such licence, except for such violations as could not
     individually or in the aggregate reasonably be expected to have a
     Material Adverse Effect on the Corporation. No notice of a violation of
     any such licence has been received by the Corporation or any of the
     Subsidiaries or recorded or published and, to the knowledge of the
     Corporation, no proceeding is pending or threatened to revoke, suspend,
     cancel, prevent the renewal of, or limit any such licence which would
     individually or in the aggregate have a Material Adverse Effect.

(y)  Labour Matters.

     (i)  Neither the Corporation nor any of the Subsidiaries is a party to
          any collective bargaining agreement nor to the knowledge of the
          Corporation subject to any application for certification or
          threatened or apparent union-organizing campaigns for employees not
          covered under a collective bargaining agreement nor are there any
          current, pending or, to the

<PAGE>
                                     -15-


     knowledge of the Corporation, threatened strikes or lockouts affecting
     the Corporation or any of the Subsidiaries or any charge of unfair labour
     practice (other than routine individual grievances).

     (ii) Except where the same would not result in a Material Adverse Effect,
          neither the Corporation nor any of the Subsidiaries is subject to
          any claim for wrongful dismissal, constructive dismissal or any
          other tort claim, actual or, to the knowledge of Corporation,
          threatened, or any litigation, actual or, to the knowledge of
          Corporation, threatened, relating to employment or termination of
          employment of employees or independent contractors, other than those
          claims or such litigation which are disclosed in the Data Room
          Information.

    (iii) Except where the same would not result in a Material Adverse
          Effect, each of the Corporation and the Subsidiaries has operated in
          accordance with all applicable laws with respect to employment and
          labour, including employment and labour standards, occupational
          health and safety, pay equity, workers' compensation, human rights
          and labour relations and there are no current, pending or, to the
          knowledge of the Corporation, threatened proceedings before any
          board or tribunal with respect to any employment or labour matters.

     (iv) The Data Room Information lists all the employee benefit, health,
          welfare, supplemental employment, pension, profit sharing, deferred
          compensation, stock compensation, stock option or purchase,
          retirement plans or arrangements applicable to present or former
          employees or directors of the Corporation or any of the Subsidiaries
          which are currently maintained or participated in by the Corporation
          or any of the Subsidiaries (the "Employee Plans").

     (v)  Except where the same would not result in a Material Adverse Effect,
          all of the Employee Plans are registered where required by, and are
          in good standing in all material respects under, all applicable laws
          or other legislative, administrative or judicial promulgations
          applicable to the Employee Plans and, other than routine claims for
          benefits, there are no actions, claims, proceedings or governmental
          audits (and, to the knowledge of the Corporation, none are pending),
          relating to the Employee Plans.

     (vi) No amendments to any Employee Plan have been promised and no
          amendments to any Employee Plan will be made or promised prior to
          the Effective Date which affect or pertain to the employees of
          Corporation or any of the Subsidiaries.

    (vii) Other than as described in the Data Room Information, there are no
          agreements or undertakings by the Corporation or any of the
          Subsidiaries

<PAGE>
                                     -16-


          to provide post-retirement benefits to any of their respective
          present or former employees.

   (viii) Neither the Corporation nor any of the Subsidiaries has
          established or maintains any pension plan.

(z)  Employees. The Data Room Information contains or there has been delivered
     to the Offeror:

     (i)  a complete and accurate list, in all material respects, as of the
          date of this Agreement, of the employee numbers and annual
          compensation entitlements of all individuals earning annual
          compensation of $150,000 or more who are employed by the Corporation
          or any of the Subsidiaries on a full or part time basis, including
          all individuals who may be considered to be employees pursuant to
          applicable law or equity, notwithstanding that they may have been
          laid off or terminated or on a short term, long term or parental
          leave, together with the location of their employment;

     (ii) a complete and accurate list, in all material respects, as of the
          date of this Agreement, of the date each such individual was hired
          by the Corporation or a Subsidiary, as applicable; and

    (iii) a summary of the severance arrangements pursuant to each contract
          entitling any officer, director, consultant or employee of the
          Corporation or any subsidiary to any bonus, retention payment,
          severance payment, change in control payment or similar entitlement
          as a result of entering into this Agreement or any of the
          transactions contemplated hereby.

(aa) Tax Matters.

     (i)  Each of the Corporation and the Subsidiaries has timely filed, or
          caused to be filed, all tax returns required to be filed by them,
          all of which returns were correct and complete in all material
          respects.

     (ii) Each of the Corporation and the Subsidiaries, taken as a whole, have
          made adequate provision in their books and records for any taxes
          accruing in respect of any period subsequent to the period covered
          by the Corporation's most recently published consolidated financial
          statements.

    (iii) Since the publication date of the Corporation's most recently
          published consolidated financial statements, no tax liability not
          reflected in such statements or otherwise provided for has been
          assessed, proposed to be assessed, incurred or accrued which could
          reasonably be expected to have a Material Adverse Effect.

     (iv) The Corporation and each of the Subsidiaries have paid, or caused to
          be paid, all taxes that are shown on its tax returns to be due and
          payable or have provided adequate accruals in accordance with
          generally accepted accounting principles,

<PAGE>
                                     -17-


     which are reflected in the Corporation's most recently published
     consolidated financial statements, for any taxes for the period covered
     by such financial statements that have not been paid, whether or not
     shown as being due on any tax returns.

     (v)  Except as reserved in the most recently published consolidated
          financial statements of the Corporation, neither the Corporation nor
          any of the Subsidiaries has received any written notification that
          any material issues have been raised (and are currently pending or
          threatened) by the Canada Revenue Agency or any other taxing
          authority in any jurisdiction, including any sales tax authority, in
          connection with any tax returns and no waivers of statutes of
          limitation have been given with respect to the Corporation or any of
          the Subsidiaries. All assessments of tax made against the
          Corporation or any of the Subsidiaries were paid when due, and
          adequate reserves have been accrued on the most recently published
          financial statements for those amounts owing but not yet due. Except
          as reserved in the most recently published consolidated financial
          statements of the Corporation, there are no proposed (but
          unassessed) additional taxes relating to the Corporation or any of
          the Subsidiaries and none has been asserted which, if assessed,
          would reasonably be expected to have a Material Adverse Effect.

     (vi) Each of the Corporation and the Subsidiaries has deducted and
          remitted to the relevant Governmental Entity on or before the due
          dates therefor all income taxes, employment insurance contributions,
          pension plans contributions, employer health tax remittances, sales
          taxes, use taxes, goods and services taxes and other taxes or
          deductions or other amounts which it is required by applicable law
          or contract to so collect and remit to all Governmental Entities or
          other persons entitled to receive payment of same.

(bb) Environmental Matters.

     To the Corporation's knowledge, each of the of the Corporation and the
     Subsidiaries and their respective businesses, operations, and properties:

          (A)  has obtained and currently holds all Environmental Permits
               which are required under all Environmental Laws except where
               the absence of same would not individually or in the aggregate
               reasonably be expected to have a Material Adverse Effect;

          (B)  is in material compliance with all Environmental Laws and all
               terms and conditions of all Environmental Permits except where
               the failure to be in compliance would not individually or in
               the aggregate reasonably be expected to have a Material Adverse
               Effect;

          (C)  has not received any order, request or notice from any person
               alleging a material violation of any Environmental Laws except
               where any such order, request or notice would not individually
               or in the aggregate reasonably be expected to have a Material
               Adverse Effect;



<PAGE>
                                     -18-


          (D)  except where the same would not individually or in the
               aggregate reasonably be expected to have a Material Adverse
               Effect (a) is not a party to any litigation or administrative
               proceeding, nor so far as it is aware, is any litigation or
               administrative proceeding threatened against it or its property
               or assets, which in either case (1) asserts or alleges that it
               violated any Environmental Laws, (2) asserts or alleges that it
               is required to clean up, remove or take remedial or other
               response action due to the Release of any Hazardous Substances,
               or (3) asserts or alleges that it is required to pay all or a
               portion of the cost of any past, present or future cleanup,
               removal or remedial or other response action which arises out
               of or is related to the Release of any Hazardous Substances,
               (b) is not aware of any conditions existing currently or likely
               to exist which could reasonably be expected to subject it to
               damages, penalties, injunctive relief or cleanup costs under
               any Environmental Laws or which require or are likely to
               require cleanup, removal. remedial action or other response
               pursuant to applicable Environmental Laws by it; and (c) is not
               subject to any judgment, decree, order or citation related to
               or arising out of applicable Environmental Law and has not been
               named or listed as a potentially responsible party by any
               Governmental Entity in a matter arising under any Environmental
               Laws;

          (E)  has not used, owned operated, occupied or managed, had charge
               of or control over, now or in the past, any real property that
               is not free of contamination from any Hazardous Material except
               for such contamination that could not reasonably be expected to
               adversely impact the value or marketability of such real
               property and which could not reasonably be expected to result
               in Environmental Liabilities except where the same would not
               individually or in the aggregate reasonably be expected to have
               a Material Adverse Effect;

          (F)  has not caused, suffered or permitted to occur any Release of
               Hazardous Materials on, at, in, under, above, to, from or about
               any of the real property used, owned, operated, occupied or
               managed by it or over which it had charge of or control now or
               in the past by it contrary to any Environmental Laws except
               where the same would not individually or in the aggregate
               reasonably be expected to have a Material Adverse Effect; and

          (G)  is not involved in operations or knows of any facts,
               circumstances or conditions, including any Release of Hazardous
               Material, that could reasonably be expected to result in any
               Environmental Liabilities except where the same would not
               individually or in the aggregate reasonably be expected to have
               a Material Adverse Effect.


<PAGE>
                                     -19-


(cc) Computer Systems and Software.

     The computer systems and software of the Corporation and the Subsidiaries
     including personal computers and special purpose systems (including
     billing systems, operational support systems and business support
     systems) are fully operational and have the appropriate licensing and
     material documentation describing, among other things, the operation of
     the hardware, software, required maintenance, appropriate period run
     books or other operational procedures, all operating systems,
     applications and utilities, except where the absence of same would not
     individually or in the aggregate reasonably be expected to have a
     Material Adverse Effect. To the Corporation's knowledge, such
     documentation matches the implementation of the hardware and software in
     use.

(dd) Subscribers.

     The Corporation has disclosed to the Offeror or its legal counsel the
     number, as of May 31, 2004, of postpaid and prepaid subscribers of the
     Corporation in the provinces of Ontario and Quebec, in the Maritimes and
     in Western Canada.

4.   COVENANTS OF THE CORPORATION

4.1  CONDUCT OF BUSINESS

     The Corporation hereby agrees that until the Effective Date or the Offers
have been withdrawn in accordance with the terms hereof or this Agreement has
been terminated pursuant to Section 8:

(a)  it shall conduct its business in the ordinary course, except as may be
     required in order to comply with the terms of this Agreement;

(b)  it shall use its reasonable commercial efforts to comply promptly with
     all material requirements which applicable law may impose on the
     Corporation and the Subsidiaries;

(c)  subject to compliance with applicable competition laws, it will promptly
     advise the Offeror orally and in writing of any change which becomes
     known to its senior officers which would have a Material Adverse Effect;

(d)  subject to compliance with applicable competition laws, it will use its
     reasonable efforts to consult on an ongoing basis with the Offeror in
     order that the representatives of the Offeror will become more familiar
     with the philosophy and techniques of the Corporation and the
     Subsidiaries as well as with their respective businesses and financial
     affairs, such consultations, subject to compliance with applicable
     competition laws, to include, using its reasonable efforts, consultations
     in relation to any commitments, arrangements or transactions proposed to
     be entered into that would be out of the ordinary course of business or
     outside the current business plan and that could reasonably be expected
     to give rise to a material liability or commitment of any kind and will
     use reasonable efforts so


<PAGE>
                                     -20-


     that such consultations be effected on a basis that will allow sufficient
     time for the Offeror to give reasonable consideration to the same;

(e)  except as contemplated hereunder, and subject to compliance with
     applicable competition laws, it shall not:

     (i)  pay any dividend or other distribution to shareholders (including by
          way of return of capital), or issue or commit to issue any share,
          warrant or other ownership interest in the Corporation or any of the
          Subsidiaries, except as a result of the exercise of any Warrants,
          COM Canada Warrants or Options or pursuant to the Stock Purchase
          Plan;

     (ii) grant or commit to grant any options, warrants, convertible
          securities or rights to subscribe for, purchase or otherwise acquire
          or exchange into any shares or other ownership interest in the
          Corporation or the Subsidiaries;

    (iii) directly or indirectly redeem, purchase or otherwise acquire or
          commit or offer to acquire any share, warrant or other ownership
          interest in the Corporation or the Subsidiaries;

     (iv) effect any subdivision, consolidation or reclassification of any of
          its Securities (or pay any dividend or make any distribution on or
          in respect of any of its Securities); or

     (v)  except if required in order to comply with the Canadian ownership
          regulations under the Telecommunications Act (Canada) and with the
          Offeror's consent, such consent not to be unreasonably withheld,
          amend its articles or by-laws or permit any Subsidiary to amend its
          articles or by-laws;

     (vi) except as publicly disclosed prior to the date hereof, commence to
          undertake a substantial or unusual expansion of its business
          facilities or an expansion that is out of the ordinary and regular
          course of business consistent with prior practice in light of the
          current industry and economic conditions, or permit any subsidiary
          to do so;

    (vii) amend, vary or modify, or take any other action under the COM
          Canada Warrants, the Stock Option Plan, the Stock Purchase Plan, or
          the Warrants, other than is required pursuant to the provisions
          thereof as the same are currently in effect;

   (viii) guarantee the payment of any indebtedness or create, incur or
          assume any indebtedness or permit any Subsidiary to do so relating
          to an aggregate amount of $1 million or more;

     (ix) satisfy or settle any claim prior to the same being due, relinquish
          any contractual rights, enter into any interest rate, currency or
          commodity swaps, hedges or similar financial obligations, commence
          any claim out of


<PAGE>
                                     -21-


          the ordinary course of business or amend or otherwise vary any
          existing claim out of the ordinary course of business or permit any
          Subsidiary to do any of the foregoing, except where the same would
          not have a Material Adverse Effect;

     (x)  enter into any non arm's length transactions or grant or permit any
          Subsidiary to grant to any of their respective officers and
          directors any increase in compensation (except as expressly required
          pursuant to the terms of any existing written employment agreement
          including a collective bargaining agreement or except for (i) the
          payment of the 2004 corporate bonuses in an aggregate amount of up
          to $15 million, inclusive of the entitlement Level "F" employees;
          (ii) payments of amounts under the Corporation's long term bonus
          plan contained in the Data Room Information and as varied to reflect
          the current circumstances which payments shall not exceed $4.5
          million in the aggregate, inclusive of the entitlement Level "F"
          employees; and (iii) routine annual increases all in the ordinary
          course of business consistent with past practice) or to pay any
          severance or termination amounts (except pursuant to an existing
          written employment agreement), whether or not such compensation,
          payment or amount is payable in cash, or enter into or modify any
          employment arrangements or contract with any such person (whether
          with an existing employee or a new employee) or enter into any
          agreement to pay severance amounts for termination or termination
          packages (or enter into any commitments for such payment);

(f)  it shall not settle or compromise any claim brought by any present,
     former or purported holder of any of Securities in connection with the
     transactions contemplated by this Agreement prior to the Effective Date
     without the prior written consent of the Offeror, such consent not to be
     unreasonably withheld;

(g)  except in the ordinary course or as required by applicable law, it shall
     not enter into or modify in any material respect any contract, agreement,
     commitment or arrangement if it would have a Material Adverse Effect;

(h)  prior to the Effective Date, the Corporation shall, and shall cause each
     of the Subsidiaries to, take such actions as are necessary or desirable
     to reorganize their respective capital, assets and corporate structure as
     the Offeror may reasonably require; provided, however, that no such
     reorganization will be undertaken if (i) the Offeror has not agreed to
     pay the reasonable actual out-of-pocket costs and expenses for filing
     fees and external counsel and auditors which may be incurred directly
     relating to same in the event that the Effective Date does not occur,
     (ii) the effectiveness thereof shall only occur immediately prior to the
     Offeror taking up the Securities under the Offers and (iii) any such
     actions shall not constitute a breach of the covenants, representations
     and warranties hereunder;

(i)  it shall use its best efforts to maintain and shall use its best efforts
     to cause each Subsidiary to maintain its existing insurance except where
     replaced by insurance

<PAGE>
                                     -22-


     from insurers with at least as favourable credit ratings where such
     replacement insurance offers similar coverage, is subject to no more
     onerous deductibles and is at a similar cost; and

(j)  it shall advise the Offeror in writing promptly after any senior officer
     acquires actual knowledge thereof:

     (A)  of any event occurring subsequent to the date of this Agreement that
          would render any representation or warranty of the Corporation
          contained in this Agreement, if made on or as of the date of such
          event or the Effective Date, untrue, inaccurate or incomplete in any
          material respect (for any representation or warranty which expressly
          speaks solely of a specific date, if it would have been untrue,
          inaccurate or incomplete in respect of such date);

     (B)  of the occurrence of any event that has a Material Adverse Effect;

     (C)  of any breach by the Corporation of any covenant contained herein;
          and

     (D)  of any death, disability, resignation, termination of employment or
          other departure of any senior officer of the Corporation or of any
          Subsidiary.

4.2  COVENANTS RELATING TO THE TRANSACTION

     The Corporation hereby agrees that unless the Offers have been withdrawn
in accordance with the terms hereof or this Agreement is terminated pursuant
to Section 8:

(a)  if the Offeror takes up and pays for Securities pursuant to the Offers,
     it will assist the Offeror in connection with any Compulsory Acquisition
     or Subsequent Acquisition Transaction to acquire the remaining
     Securities, provided that the consideration offered in connection with
     the Subsequent Acquisition Transaction for each class of Securities is at
     least equal to the consideration offered under the Offers;

(b)  subject to obtaining an irrevocable and complete discharge in favour of
     each member of the Board and confirmation that insurance coverage is
     maintained as contemplated in Section 6.3 and provided that the Offeror
     has taken up and paid for at least two-thirds of the outstanding Shares,
     it shall use its reasonable commercial efforts to cause such members of
     the Board to resign as the Offeror may require, at the time and in the
     manner requested by the Offeror, as of the Effective Date, with a nominee
     of the Offeror to be appointed to the Board immediately after each such
     resignation. In the event that less than two-thirds of the outstanding
     Shares but more than 50.1% of the outstanding Shares on a fully diluted
     basis are taken up and paid for by the Offeror, the Corporation shall use
     its reasonable commercial efforts to cause a majority of the members of
     the Board to resign, with a nominee of the Offeror to be appointed
     immediately after each such resignation, the whole as provided above;


<PAGE>
                                     -23-


(c)  it shall recommend that holders of Shares accept the Offers in respect of
     the Shares and not act, or fail to act, in any way that might reasonably
     be expected to discourage such holders from accepting the Offers and,
     except as permitted hereby, not withdraw such recommendation;

(d)  it shall use all reasonable efforts to cause each holder of Options,
     entitlements under the Stock Option Plan, COM Canada Warrants or Warrants
     to exercise same (including, as regards Options or such entitlements,
     through application of acceleration of vesting) or to surrender same for
     cash or Shares in accordance with the terms thereof; provided that in
     connection with any acceleration of the vesting of Options caused by the
     Corporation for such purpose, the original vesting thereof shall revert
     six months after the Effective Date in respect of any such Options that
     remains outstanding;

(e)  it shall apply for and use all reasonable efforts to obtain or assist the
     Offeror in obtaining, as the case may be, all required regulatory and
     other approvals and clearances, including those identified in Schedule B,
     other than Competition Act Clearance, relating to the Corporation and the
     Subsidiaries and make all necessary filings and notifications in order to
     permit the transactions contemplated hereby to proceed together with all
     consents and other approvals of third parties as may be necessary or
     desirable for the consummation of such transactions;

(f)  it shall use all reasonable efforts to assist the Offeror in securing
     Competition Act Clearance, including but not limited to:

     (i)  promptly filing all required notification(s) under Part IX of the
          Competition Act;

     (ii) promptly co-operating with and providing all necessary information
          and documentation reasonably required by the Commissioner of
          Competition or her authorized representative upon being requested to
          do so by such authority; and

     Notwithstanding the foregoing, all requests and enquiries from the
     Commissioner of Competition or her authorized representative shall be
     dealt with by the Corporation in consultation with the Offeror.
     Furthermore, the Corporation shall:

     (A)  not extend or consent to any extension of any waiting period under
          the Competition Act or enter into any agreement with the
          Commissioner of Competition or her authorized representative
          relating to the Offers to not consummate the transactions
          contemplated hereby, except with the consent of the Offeror;

     (B)  promptly notify the Offeror of written communications of any nature
          from the Commissioner of Competition relating to the Offers and
          provide the Offeror with copies thereof, except to the extent of any
          Highly Confidential Information (as defined in the Confidentiality
          Agreement), which Highly Confidential Information shall be provided
          only to the


<PAGE>
                                     -24-


     external legal counsel of the Offeror and shall not be shared by such
     counsel with any other person;

     (C)  permit the Offeror to review in advance any proposed written
          communications of any nature with the Commissioner of Competition or
          her authorized representative relating to the Offers, and provide
          the Offeror with final copies thereof, except to the extent of any
          Highly Confidential Information (as defined in the Confidentiality
          Agreement), which Highly Confidential Information shall be provided
          only to the external legal counsel of the Offeror and shall not be
          shared by such counsel with any other Person; and

     (D)  not participate in any substantive meeting or discussion (whether in
          person, by telephone or otherwise) with the Commissioner of
          Competition or her authorized representative relating to the Offers
          in respect of any filings, investigation or inquiry concerning the
          Offers unless it consults with the Offeror in advance and gives the
          Offeror the opportunity to attend and participate thereat (except
          where the Commissioner of Competition or her authorized
          representative expressly requests that the Offeror should not be
          present at the meeting or discussion or part or parts of the meeting
          or discussion); and

(g)  it shall use all reasonable efforts to defend all lawsuits or other
     legal, regulatory or other proceedings challenging or affecting the
     property or assets of the Corporation or any of the Subsidiaries, and in
     co-operation with Offeror, this Agreement or the consummation of the
     transactions contemplated hereby.

4.3  DIRECTORS' CIRCULAR AND LIST OF HOLDERS

     The Corporation confirms to the Offeror and agrees that:

(a)  it shall use its best efforts to mail a directors' circular (which shall
     reflect the determination and recommendation referred to in Section
     3.2(d)) simultaneously with the mailing of the Offers, as well as
     providing drafts thereof to the Offeror, in order to provide the Offeror
     with an opportunity to comment thereon (it being agreed that the final
     form and content of the directors' circular shall be determined by the
     Corporation acting reasonably and on a basis consistent with the terms
     hereof); and

(b)  it shall cause a list of holders of Securities prepared by the
     Corporation or the transfer agent(s) of the Corporation in accordance
     with section 50 of the CBCA and a list of holders of Options and any
     other rights, Warrants, COM Canada Warrants or convertible securities
     currently outstanding (with full particulars as to the purchase, exercise
     or conversion price and expiry date) prepared by the Corporation (as well
     as a security position listing from each depositary, including The
     Canadian Depository for Securities Limited) to be delivered to the
     Offeror within five Business Days after execution of this Agreement and
     supplemental

<PAGE>
                                     -25-


     lists setting out any changes thereto for each Business Day thereafter to
     be delivered forthwith to the Offeror, all such deliveries to be both in
     printed form and computer-readable format.

4.4  NO SOLICITATION, ETC.

     Subject to Section 5 and applicable laws, the Corporation agrees:

(a)  not, directly or indirectly, through any officer, director, employee,
     representative or agent of the Corporation or any of the Subsidiaries, to
     solicit, initiate or knowingly encourage or facilitate (including by way
     of furnishing information or entering into any form of agreement,
     arrangement or understanding) the initiation of any inquiries or
     proposals regarding an Acquisition Proposal, participate in any
     discussions or negotiations regarding any Acquisition Proposal, withdraw
     or modify in a manner adverse to the Offeror the approval of the Board of
     the transactions contemplated hereby, accept or approve or recommend any
     Acquisition Proposal or cause the Corporation to enter into any agreement
     related to any Acquisition Proposal;

(b)  immediately to cease and cause to be terminated any existing discussions
     or negotiations with any parties (other than the Offeror) with respect to
     any potential Acquisition Proposal;

(c)  not to release or permit the release of any third party from or waive any
     confidentiality, non-solicitation or standstill agreement to which such
     third party is a party; and

(d)  immediately to cease to provide any other party with access to
     information concerning the Corporation and the Subsidiaries and request,
     in accordance with the confidentiality agreement signed with such
     parties, the return or destruction of all confidential information
     provided to any third party that has entered into a confidentiality
     agreement with the Corporation relating to any potential Acquisition
     Proposal.

5.    ACQUISITION PROPOSALS, CHANGES IN RECOMMENDATION, ETC.

5.1  ACQUISITION PROPOSALS

     The Corporation shall provide the Offeror with a copy of (i) any written
notice from any person informing it that such person is considering making, or
has made, an Acquisition Proposal or (ii) any Acquisition Proposal (or any
amendment thereto), in each case as soon as practicable after it is received
by the Corporation.

5.2  ACCESS TO INFORMATION

     If the Corporation receives a written request for non-public information
relating to the Corporation and/or the Subsidiaries or any of them in
connection with an Acquisition


<PAGE>
                                     -26-


Proposal or for access to the properties, books or records of the Corporation
and/or the Subsidiaries or any of them from a person who shall have made or
intends to make an Acquisition Proposal and the Board determines in good
faith, after consultation with financial advisors and outside legal advisors
that the failure to take such action would be inconsistent with the Board's
fiduciary duties and that such proposal, if consummated, in accordance with
its terms, is reasonably likely to result in a Superior Proposal, then:

(a)  the Corporation may, subject to entering into a confidentiality agreement
     containing a standstill provision substantially similar to that contained
     in the Confidentiality Agreement, provide such person with access to such
     information; and

(b)  subject to any restrictions in that regard contained in the
     Confidentiality Agreement, the Offeror will be provided with a list of or
     copies of the information and access to similar information as that
     provided to such person, except to the extent such information was
     already provided or made available to the Offeror.

5.3  CHANGES IN RECOMMENDATION

     If the Corporation receives an Acquisition Proposal, the Corporation may
withdraw or modify in a manner adverse to the Offeror its approval or
recommendation of the Offers or accept, approve, recommend or enter into any
agreement in respect of an Acquisition Proposal (other than the
confidentiality agreement referred to in Section 5.2(a)) on the basis that
such an Acquisition Proposal would constitute a Superior Proposal if:

(a)  the Corporation has given notice to the Offeror of its intention to do
     so, which notice shall disclose the fees and expenses payable to the
     Corporation's financial advisors referred to in Section 3.2(m) in respect
     of the completion of such Acquisition Proposal together with, in the case
     of an Acquisition Proposal that includes non-cash consideration, the
     value or range of values attributed by the Board in good faith for such
     non-cash consideration after consultation with its financial advisors;

(b)  the Corporation has complied with this Section 5;

(c)  the Corporation is not in default under Section 4.1(e)(i)-(v), 4.2(c),
     4.3 or 4.4 of this Agreement; and

(d)  five Business Days shall have elapsed from the later of (i) the date the
     Offeror received the notice referred to in Section 5.3(a) and (ii) the
     date the Offeror was provided with a copy of such Acquisition Proposal.

5.4  RIGHT TO MATCH

     The Offeror may, but is not required to, during the five Business Day
period provided for in Section 5.3(d), offer in writing to amend the terms of
this Agreement and, if it does so, then the Board shall review any such offer
in good faith, in consultation with its financial and outside legal advisors
and, if the Board:


<PAGE>
                                     -27-


(a)  determines that the Acquisition Proposal would thereby cease to be a
     Superior Proposal, it will cause the Corporation to enter into an
     amendment to this Agreement reflecting the offer by the Offeror to amend
     the terms hereof; or

(b)  continues to believe that the Acquisition Proposal would nonetheless
     remain a Superior Proposal, provided that the Corporation has paid to the
     Offeror the Termination Fee in accordance with the terms of Section 9.2,
     it may cause the Corporation to reject the offer by the Offeror to amend
     the terms hereof and terminate this Agreement as provided in Section 8.2.

5.5  AMENDMENTS TO ACQUISITION PROPOSALS

     For greater certainty, any amendment of an Acquisition Proposal shall
constitute a new Acquisition Proposal for the purposes of this Section 5.

6.   COVENANTS OF THE OFFEROR

6.1  OFFERS

     Subject to the terms and conditions hereof, the Offeror hereby agrees to:

(a)  provide copies of drafts of the Offers to the Corporation and its
     advisors, in order to provide them with an opportunity to comment thereon
     (it being agreed that the final form and content of the Offers (except
     for those terms and conditions described in Schedule A hereto, which will
     form part of the Offers) shall be determined by the Offeror, consistent
     with the terms hereof);

(b)  apply for and use all reasonable efforts to obtain all required
     regulatory and other approvals and clearances, including those identified
     in Schedule B, other than Competition Act Clearance, and make all
     necessary filings and notifications in order to permit the transactions
     contemplated hereby to proceed together with all consents and other
     approvals of third parties as may be necessary or desirable for the
     consummation of such transactions;

(c)  subject to Section 7.2, use all reasonable efforts to secure Competition
     Act Clearance, including but not limited to:

     (i)  promptly filing all required notification(s) under Part IX of the
          Competition Act; and

     (ii) promptly co-operating with and providing all necessary information
          and documentation reasonably required by the Commissioner of
          Competition or her authorized representative upon being requested to
          do so by such authority;

     The  Offeror shall:


<PAGE>
                                     -28-


     (A)  promptly notify the Corporation of material written communications
          from the Commissioner of Competition or her authorized
          representative and provide the Corporation with copies thereof; and

     (B)  permit the Corporation to review in advance any material proposed
          written communications with the Commissioner of Competition or her
          authorized representative, and provide the Corporation with final
          copies thereof, except in case (A) and (B) above, to the extent of
          any Highly Confidential Information (as defined in the
          Confidentiality Agreement), which Highly Confidential Information
          shall be provided only to the external legal counsel of the
          Corporation and shall not be shared by such counsel with any other
          person;

(d)  if all of the conditions of the Offers are either met or, if applicable,
     waived at or prior to the expiry of the Offers, the Offeror shall take up
     the Securities deposited under the Offers and pay for such Securities as
     soon as practicable after, and in any event within two Business Days of,
     the first date on which the Offeror is permitted to do so under
     applicable securities laws;

(e)  in the event that the Offeror increases the consideration per Security
     offered under the Offers (but, for greater certainty, excluding any
     greater consideration paid as a consequence of a Compulsory Acquisition
     Transaction), the Offeror will pay such increased consideration to each
     holder of Securities in respect of all Securities tendered,
     notwithstanding that such Securities have previously been taken up and
     paid for by the Offeror;

(f)  if it takes up and pays for Securities pursuant to the Offers, use all
     commercially reasonable efforts to acquire the remaining Securities,
     within a period not exceeding 120 days after the date of completion of
     the Offers, by way of Compulsory Acquisition or Subsequent Acquisition
     Transaction for a consideration equal to the consideration under the
     Offers for each class of Securities;

(g)  following the Effective Date, it will cause the Corporation to duly and
     timely perform its obligations pursuant to (i) the compensation policy of
     the Corporation in respect of its directors and (ii) the Corporation's
     employment arrangements with officers and employees; and

(h)  without limitation to any other provision hereof, use all reasonable
     efforts to defend all lawsuits or other legal, regulatory or other
     proceedings challenging or affecting this Agreement or the consummation
     of the transactions contemplated hereby.

6.2  STOCK OPTION PLAN AND RETENTION PLAN

     The Offeror acknowledges and agrees that:


<PAGE>
                                     -29-


(a)  the Board may resolve to permit all persons holding Options, which by
     their terms are otherwise currently exercisable or not, to exercise such
     Options concurrent with the expiry of the Offers, including by causing
     the vesting thereof to be accelerated;

(b)  the Board may authorize the cancellation of Options concurrent with the
     expiry of the Offers in consideration for cash and/or Shares issued, in
     each case in lieu of the cash value thereof;

(c)  it shall agree with the Corporation to tendering arrangements in respect
     of the Offers in order to facilitate the conditional exercise of the
     Options and tender of the Shares to be issued as a result of such
     conditional exercise (including providing for the ability of holders of
     Options to tender their Options or to tender Shares on the basis of
     guaranteed deliveries);

(d)  (i) holders of Options will be permitted to tender Shares issuable
     thereunder and for such purpose to exercise their Options, conditional
     upon the Offeror taking up and paying for the Shares under the Offers,
     which Options shall be deemed to have been exercised concurrently with
     the take-up of Shares and (ii) all Shares that are to be issued pursuant
     to any such conditional exercise shall be accepted as validly tendered
     under the Offers, provided that the holders of such Options indicate that
     the Shares are tendered pursuant to the Offers and otherwise validly
     accept the Offers in accordance with their terms with respect to such
     Shares;

(e)  if certain holders of Options do not exercise and tender their Options as
     contemplated under Section 6.2(d), the Offeror shall offer to pay to such
     holders, in respect of each Share subject to an Option, the cash amount,
     if any, by which the purchase price for the Shares under the Offers
     exceeds the exercise price of such Option on the date of take-up of, and
     payment for, the Shares under the Offers, in exchange for the termination
     of their Options; and

(f)  (i) subject to obtaining the consent of the Offeror, such consent not to
     be unreasonably withheld, the Board may establish a new retention pool
     for the benefit of certain or all of its key employees and officers so as
     to retain them until the Effective Date and (ii) the Board is entitled on
     or before the Effective Date to prepay the amounts which may become
     payable pursuant to the Corporation's existing retention plan and
     existing employment arrangements with its officers and employees.

6.3  DIRECTORS' AND OFFICERS' INSURANCE AND INDEMNITIES

(a)  Without limiting the right of the Corporation to do so prior to the
     Effective Date, the Offeror hereby agrees to use its reasonable
     commercial efforts to secure directors' and officers' liability insurance
     coverage for the current and former directors and officers of the
     Corporation and the Subsidiaries on a six year "trailing" (or "run-off")
     basis. If a trailing policy is not available at a reasonable cost, then
     the Offeror agrees that for the entire period from the Effective Date


<PAGE>
                                     -30-


     until six years after the Effective Date, the Offeror will cause the
     Corporation or any successor to the Corporation to maintain the
     Corporation's current directors' and officers' liability insurance policy
     or Equivalent Insurance having in either case terms and conditions no
     less advantageous in any material respect to the directors and officers
     of the Corporation or the Subsidiaries (with respect to their acting as
     directors or officers thereof) than those contained in the policy in
     effect on the date hereof, for all current and former directors and
     officers of the Corporation or the Subsidiaries, covering claims made
     prior to or within six years after the Effective Date. Further, the
     Offeror agrees that, after the expiration of that six year period, if
     there is no cost in doing so, the Offeror shall use reasonable commercial
     efforts to cause such directors and officers to be covered under the
     Offeror's then existing directors' and officers' liability insurance
     policy.

(b)  From and after the Effective Date, the Offeror shall not do anything to
     prevent the Corporation from indemnifying and hold harmless and providing
     advancement of expenses to, all past and present directors and officers
     of the Corporation or the Subsidiaries to the extent such persons are
     lawfully entitled to indemnity from the Corporation or the Subsidiaries
     or have the right to advancement of expenses as of the date of this
     Agreement by the Corporation or the Subsidiaries pursuant to the
     Corporation's or Subsidiaries' by-laws and indemnity agreements, in
     existence immediately prior to the Effective Date, for acts or omissions
     occurring on or prior to the Effective Date (including acts or omissions
     occurring in connection with the approval of this Agreement and
     consummation of the transactions contemplated hereby). The Offeror will
     not (unless it assumes such obligations and gives written notice to the
     beneficiaries thereof to the extent it has their addresses) liquidate the
     Corporation or otherwise take any other action to materially adversely
     affect the ability of the Corporation to satisfy its indemnity
     obligations referred to herein.

(c)  The provisions of this Section 6.3 are intended to be for the benefit of,
     and will be enforceable by, each insured or indemnified party, his or her
     heirs and his or her legal representatives. Furthermore, the provisions
     of this Section 6.3 shall survive the termination of this Agreement as a
     result of the occurrence of the Effective Date.

6.4  CONFIDENTIALITY AGREEMENT

     The Offeror hereby confirms that it remains bound by the terms of the
Confidentiality Agreement in accordance with the terms thereof, except to the
extent modified hereby and notwithstanding that this Agreement may be
terminated for any reason whatsoever.

7.   FURTHER ASSURANCES

7.1  SATISFACTION OF CONDITIONS OF THE OFFERS

     Subject to the conditions herein provided, each party hereto agrees to
use its commercially reasonable efforts to take, or cause to be taken, all
action and to do, or cause to be


<PAGE>
                                     -31-


done, all things necessary, proper or advisable to consummate and make
effective as promptly as is practicable the transactions contemplated by the
Offers and this Agreement, including the execution and delivery of such
documents as the other party hereto may reasonably require, and, without
limiting the foregoing, shall use commercially reasonable efforts:

(a)  to obtain all necessary government or regulatory approvals, waivers,
     permits, consents, reviews, orders, rulings, decisions, and exemptions
     (including, among others, those of Industry Canada and of any stock
     exchanges or other securities or regulatory authorities) and waiver or
     expiration of all waiting or suspensory periods, in each case required to
     be obtained by it;

(b)  to satisfy (or cause the satisfaction of) the conditions of the Offers
     set forth in Schedule A to this Agreement, the satisfaction of which are
     under its control, provided that the Corporation is not responsible for
     obtaining the approvals and clearances identified in Schedule B hereto,
     except to the extent specifically provided for elsewhere in this
     Agreement;

(c)  to oppose, lift or rescind any cease trade order, injunction or other
     prohibition or other order which adversely affects the Offeror's ability
     to consummate the Offers, to take up and pay for the Securities or to
     complete a Compulsory Acquisition or Subsequent Acquisition Transaction;
     and

(d)  to effect all necessary registrations, filings and applications under all
     applicable laws.

Each of the parties hereto, where appropriate, shall reasonably co-operate
with the other in taking such actions.

7.2  COMPETITION ACT

     Notwithstanding any other provisions of this Agreement, including
Schedule A hereto:

     (a)  if the Commissioner of Competition advises the Offeror that she has
          concerns about the competitive impact of the transactions
          contemplated by the Offers and this Agreement, and that Competition
          Act Clearance will be given if certain steps are taken to resolve
          those concerns, the Offeror shall take any steps necessary to secure
          Competition Act Clearance (including negotiating, offering to take
          and, if such offer is accepted, effecting by consent agreement or
          order, hold separate arrangement, undertaking or otherwise, the
          divestiture of assets, or undertaking of any form of behavioural
          remedy, however, not including the divestiture of all of the
          Securities or all or substantially all of the assets of the
          Corporation and its Subsidiaries), so as to enable the transactions
          contemplated by the Offers and this Agreement to be completed prior
          to the Outside Date; and

     (b)  subject to Section 7.2(a) above, the Offeror shall be entitled,
          either before and/or after the Outside Date or the date on which the
          Securities are taken


<PAGE>
                                     -32-


     up, to challenge before the Commissioner of Competition, the Competition
     Tribunal and/or a court any position(s) taken by the Commissioner of
     Competition.

8.   TERM AND TERMINATION

8.1  TERM

     Except as expressly provided herein, this Agreement shall be effective
from the date hereof until the earlier of the Effective Date and the
termination of this Agreement in accordance with its terms.

8.2  TERMINATION BY THE CORPORATION

     The Corporation, when not in default in the performance of its material
obligations under this Agreement and when not in breach of its representations
and warranties contained herein, may, without prejudice to any other rights,
terminate its obligations under this Agreement by written notice to the
Offeror if:

(a)  the Offers have not been made within the time period provided in Section
     2.1;

(b)  the Offers (or any amendment thereto) do not conform in all material
     respects with the description of the Offers in Schedule A;

(c)  the Offeror has not taken up and paid for the Securities on or prior to
     the Outside Date;

(d)  the Offers shall have expired or have been withdrawn in accordance with
     their terms without the Offeror having purchased any Securities pursuant
     to the Offers as a result of the failure of any of the conditions set
     forth in Schedule A;

(e)  Securities deposited under the Offers have not been taken up and paid for
     on or before the date that is two Business Days after the expiry date of
     the Offers (as they may have been extended) for any reason whatsoever
     other than that all the terms and conditions of the Offers have not been
     complied with or, to the extent the Offeror is permitted to waive such
     conditions pursuant to the provisions of Schedule A, waived by the
     Offeror; it being understood that if all of the terms of the extended
     Offers have been complied with or waived by the Offeror, such Securities
     shall have been taken up and paid for before any further extension of the
     Offers in accordance with applicable Canadian securities legislation;

(f)  a Termination Fee Event shall have occurred, provided that no termination
     under this Section 8.2(f) shall be effective unless and until the
     Corporation shall have paid to the Offeror the Termination Fee in
     accordance with the terms of Section 9.2; or

(g)  the Offeror shall have breached any of its representations, warranties,
     covenants or other agreements contained in this Agreement and such breach
     is not curable


<PAGE>
                                     -33-


     or, if curable, is not cured within 15 days after written notice of the
     breach has been given to the Offeror by the Corporation.

8.3  TERMINATION BY OFFEROR

     The Offeror, when not in default in the performance of its material
obligations under this Agreement, may, without prejudice to any other rights
other than as provided in Section 9.3, terminate its obligations under this
Agreement by notice to the Corporation if:

(a)  the Offeror has not taken up and paid for the Securities on or prior to
     the Outside Date;

(b)  a Termination Fee Event shall have occurred;

(c)  the Offers shall have expired or have been withdrawn in accordance with
     their terms without the Offeror having purchased, or having been required
     to purchase pursuant to this Agreement or applicable law, any Securities
     pursuant to the Offers as a result of the failure to satisfy any of the
     conditions set forth in Schedule A;

(d)  the Corporation shall have breached any of its representations,
     warranties, covenants or other agreements contained in this Agreement and
     such breach is not curable or, if curable, is not cured within 15 days
     after written notice of the breach has been given to the Corporation by
     the Offeror; or

(e)  Competition Act Clearance cannot be secured except by divesting or
     agreeing to divest all of the Securities or all or substantially all of
     the assets of the Corporation and its Subsidiaries.

8.4  EFFECT OF TERMINATION

     In the event of the termination of this Agreement pursuant to Section 8.2
or 8.3, this Agreement (except for (i) Sections 9.2, 9.4, 10.1 and 11.2 and
(ii) the Confidentiality Agreement) shall forthwith become void and cease to
have any force or effect without any liability on the part of either party
hereto or any of its affiliates; provided that nothing in this Section 8.4
shall relieve either party to this Agreement of liability for any breach of
this Agreement occurring prior to the termination thereof.

9.   TERMINATION FEE EVENT

9.1  TERMINATION FEE EVENT

     A "Termination Fee Event" shall occur if, prior to the Effective Date:

(a)  the Board withdraws or modifies in a manner adverse to the Offeror its
     approval or recommendation of the Offers and makes a public announcement
     to that effect;


<PAGE>
                                     -34-


(b)  the Board recommends any Superior Proposal and makes a public
     announcement to that effect; or

(c)  the Board fails to reaffirm its recommendation of the Offers by press
     release within a reasonable time after the public announcement or
     commencement of any Acquisition Proposal (or in the event that the Offers
     are scheduled to expire, prior to the scheduled expiry of the Offers);

provided in each case, (i) the Offeror is not in default in the performance of
its material obligations under this Agreement and (ii) for greater certainty,
that none of the events described in Section 8.2(a), (b) or (e) shall have
occurred.

9.2  PAYMENT OF TERMINATION FEE

     The Corporation shall pay the Termination Fee to the Offeror if this
Agreement is terminated pursuant to Section 8.2(f) or 8.3(b), by bank draft or
wire transfer no later than the first Business Day following the Termination
Fee Event.

9.3  LIQUIDATED DAMAGES

     In the event the Termination Fee is paid to the Offeror, no other amounts
will be due and payable as damages or otherwise by the Corporation and the
Offeror hereby accepts that the Termination Fee is in lieu of any damages or
any other payment or remedy which it may be entitled to. The Offeror agrees
that the Termination Fee constitutes payment of liquidated damages which are a
genuine anticipated assessment or estimate of the damages which it will suffer
or incur as a result of the event giving rise to such damages and resulting in
the termination of this Agreement and does not and will not constitute payment
of a penalty.

9.4  ADDITIONAL FEE OBLIGATION

     If this Agreement has been terminated without any payment of the
Termination Fee and in circumstances where (i) the Offeror is not in breach of
any or its representations, warranties, covenants or other agreements herein
in any material respect and (ii) the Competition Act Clearance has been
obtained prior to the termination and, within four months thereafter, an
Acquisition Proposal is consummated which has a value per Class A Share and
per Class B Share greater than the per Share value attributable thereto under
the transactions contemplated by this Agreement, the Corporation shall
forthwith pay to the Offeror an amount equal to the Termination Fee.

10.  FEES AND EXPENSES

10.1 FEES AND EXPENSES

     Except as otherwise provided in section 7.2, each of the Offeror and the
Corporation shall be responsible for and bear all of its own fees, costs and
expenses (including the fees and disbursements of counsel, financial advisors,
accountants, actuaries, consultants and brokers, expenses of its advisors,
agents and other representatives) incurred at any time in


<PAGE>
                                     -35-


connection with pursuing or consummating this Agreement and the transactions
contemplated hereby. The provisions of this Section 10 shall survive the
termination of this Agreement.

11.  GENERAL

11.1 DISCLOSURE

     Except as required by applicable laws or regulations or by any
Governmental Entity or in accordance with the requirements of any stock
exchange, no party shall make any public announcement or statement with
respect to this Agreement without the approval of the other which shall not be
unreasonably withheld or delayed. Moreover, the parties agree to consult with
each other prior to issuing each public announcement or statement with respect
to this Agreement, subject to the overriding obligations of applicable laws or
regulations.

11.2 FIDUCIARY DUTIES OF DIRECTORS

     No provision of this Agreement shall require the Corporation to cause any
of its directors to take any action, or refrain from taking any action, that
is required by such person to fulfill his/her fiduciary legal obligations as a
director of the Corporation, nor, so long as the Corporation has not breached
Section 4.1(e)(i)-(v), 4.2(c), 4.3, 4.4 or 5 of this Agreement, shall any
provision of this Agreement prevent the Board from considering, negotiating,
approving, recommending to its holders of Shares or other Securities or
entering into an agreement in respect of a Superior Proposal or from approving
or recommending such Superior Proposal. For greater certainty, a modification,
change or withdrawal by the Board of its recommendation of the Offers after
the date hereof in the proper exercise of such fiduciary duty shall not result
in the representations in Section 3.2 of this Agreement being considered to be
untrue or incorrect. The foregoing shall not be interpreted to diminish,
limit, restrict or otherwise affect in any way any covenant or agreement of
the Corporation under this Agreement or be construed as a forgiveness or
waiver of any breach.

11.3 CONTROL OF OTHER PARTY'S BUSINESS

     Nothing contained in this Agreement shall give the Offeror, directly or
indirectly, the right to control or direct the operations of the Corporation
and the Subsidiaries prior to the Effective Date.

11.4 ASSIGNMENT

     The Offeror may assign all or any part of its rights and/or obligations
under this Agreement to a wholly-owned subsidiary of the Offeror, but, if such
assignment takes place, the Offeror shall continue to be liable jointly and
severally (solidarily) with the assignee for any obligations hereunder. This
Agreement shall not otherwise be assignable by either party without the
consent of the other.


<PAGE>
                                     -36-


11.5 GOVERNING LAW

     This Agreement shall be governed by and construed in accordance with the
laws of the Province of Quebec and of Canada applicable therein (without
regard to conflict of laws principles).

11.6 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

     The representations and warranties made by the Corporation shall remain
in effect during the term of this Agreement. No investigations made by or on
behalf of the Offeror or any of its authorized agents at any time shall have
the effect of waiving, diminishing the scope of or otherwise affecting any
representation, warranty or covenant made by the Corporation herein or
pursuant hereto.

11.7 AMENDMENTS

     This Agreement may not be amended except by written agreement signed by
all of the parties to this Agreement. For greater certainty, the written
agreement of those persons referred to in Section 6.3(c) shall not be
required, except that no amendment to Section 6.3 or relating to a person's
rights thereunder may be effected on or after the Effective Date without such
person's written agreement.

11.8 SPECIFIC PERFORMANCE AND OTHER RELIEF

     Subject to Section 9.3, it is recognized and acknowledged that a breach
by any party of any material obligations contained in this Agreement will
cause any other party to sustain injury for which they would not have an
adequate remedy at law for money damages. Accordingly, in the event of any
such breach, any aggrieved party shall be entitled to the remedy of specific
performance of such obligations and interlocutory, preliminary and permanent
injunctive and other equitable relief in addition to any other remedy to which
it or they may be entitled, at law or in equity, any requirement for the
securing or posting of any bond in connection with the obtaining of any such
injunctive or other equitable relief hereby being waived.

11.9 COUNTERPARTS

     This Agreement may be executed in one or more counterparts which together
shall be deemed to constitute one valid and binding agreement, and delivery of
the counterparts may be effected by means of telecopier transmission.

11.10 SCHEDULES

     Schedules A, B and C hereto form an integral part of this Agreement.

11.11 ENTIRE AGREEMENT

     This Agreement, together with the Confidentiality Agreement, constitutes
the entire agreement and understanding between the parties pertaining to the
subject matter hereof.


<PAGE>
                                     -37-


11.12 TIME

     Time shall be of the essence in this Agreement.

11.13 NOTICES

     Any notice, request, consent, agreement or approval which may or is
required to be given pursuant to this Agreement shall be in writing and shall
be sufficiently given or made if delivered, or sent by telecopier, in the case
of:

(a)  the Offeror, addressed as follows:

     Rogers Wireless Communications Inc.
     333 Bloor Street East
     Toronto, Ontario  M4W 1G9


     Attention:      David Miller


     Telecopier No.: (416) 935-2574



     with a copy (which shall not constitute notice) to:


     Fasken Martineau DuMoulin LLP
     Suite 4200
     Toronto Dominion Bank Tower
     Toronto Dominion Centre
     Toronto, Ontario
     M5K 1N6


     Attention:      J.A. Levin


     Telecopier No.: (416) 364-7813


(b)  the Corporation, addressed as follows:

     MICROCELL TELECOMMUNICATIONS INC
     800 de la Gauchetiere Street West
     Suite 4000
     Montreal, Quebec
     H5A 1K3


     Attention:      Chairman of the Board and
                     President and Chief Executive Officer


     Telecopier No.: (514) 937-2554


<PAGE>
                                     -38-


     with a copy to:

     MICROCELL TELECOMMUNICATIONS INC
     800 de la Gauchetiere Street West
     Suite 4000
     Montreal, Quebec
     H5A 1K3


     Attention:      Jocelyn Cote, Vice President, Legal Affairs


     Telecopier No.: (514) 846-6928



     and a copy (which shall not constitute notice) to:

     STIKEMAN ELLIOTT LLP
     1155-4000 Rene-Levesque Blvd. West
     Montreal, Quebec
     H3B 3V3


     Attention:      Sidney Horn and Marc Barbeau


     Telecopier No.: (514) 397-3222


or to such other address as the relevant person may from time to time advise
by notice in writing given pursuant to this Section. The date of receipt of
any such notice, request, consent, agreement or approval shall be deemed to be
the date of delivery or sending thereof.

11.14 LANGUAGE

     The parties have required that this Agreement and all deeds, documents
and notices relating to this Agreement be drawn up in the English language.
Les parties aux presentes ont exige que le present contrat et tous autres
contrats, documents ou avis afferents aux presentes soient rediges en langue
anglaise.



                          [INTENTIONALLY LEFT BLANK]

<PAGE>
                                     -39-



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




MICROCELL                               ROGERS WIRELESS
TELECOMMUNICATIONS INC.                 COMMUNICATIONS INC.


By:  /s/ Andre Tremblay                 By:  /s/ Edward S. Rogers
     -------------------------------         ------------------------------
     Name:  Andre Tremblay                   Name:  Edward S. Rogers
     Title: President and Chief              Title: Chairman
            Executive Officer


By:  /s/ Jacques Leduc                  By:  /s/ Nadir H. Mohamed
     -------------------------------         ------------------------------
     Name:  Jacques Leduc                    Name:  Nadir H. Mohamed
     Title: Chief Financial Officer          Title: President & Chief Executive
            and Treasurer                           Officer



<PAGE>
                                     -40-


                                  SCHEDULE A

                              TERMS OF THE OFFERS

1. General Terms. The Offers shall be made by a circular bid prepared in
compliance with the securities laws applicable in Canada and the provinces
thereof and in the United States and the states thereof.

2. Expiry of Offers. The Offers shall be open for acceptance for an initial
period of thirty-five (35) calendar days.

3. Extension of Offers. The Offers shall not expire or be withdrawn and shall
be extended for successive periods of at least 10 days until the earlier of:

(a)  the Outside Date; and

(b)  the date which is 10 days after the Offeror has publicly announced that
     the conditions set out in paragraphs 7(a) and 7(b) below have been
     satisfied.

4. Extension of Tender Period. If the Offeror takes up the Securities pursuant
to the Offers, the Offeror shall give the holders of Securities that have not
tendered their Securities an additional 10-day period to permit such holders
to accept the Offers and tender their Securities.

5. Price of the Offers. The Offers shall be made for a consideration of not
less than Cdn. $35 per Class A Share, Cdn. $35 per Class B Share, Cdn. $15.79
per Warrant 2005 and Cdn. $15.01 per Warrant 2008, in each case payable in
cash.

6. Withdrawal of Deposited Securities. Unless the Offers are withdrawn,
Securities may be deposited pursuant to the Offers at any time during which
the Offers are open for acceptance and any Securities deposited pursuant to
the Offers may be withdrawn at any time until taken up.

7. Conditions of the Offers in respect of the Class A Shares. Subject to
applicable law, the Offeror's obligation to take up the Class A Shares under
the Offers shall not be subject to any conditions, other than the following:

(a)  there have been validly deposited and not withdrawn, at the expiry of the
     Offers:

     (i)  such number of Class A Shares which represents at least 66-2/3% of
          the Class A Shares outstanding;

     (ii) such number of Class B Shares which represents at least 66-2/3% of
          the Class B Shares on a partially-diluted basis; and

    (iii) such number of Securities which represents at least 66-2/3% of the
          Shares on a fully-diluted basis;


<PAGE>
                                     -41-


(b)  those government or regulatory approvals, waiting or suspensory periods,
     waivers, permits, consents, reviews, orders, rulings, decisions and
     exemptions described in Schedule B shall have been obtained or concluded
     or, in the case of waiting or suspensory periods, expired or been
     terminated or waived, each on terms and conditions satisfactory to the
     Offeror, acting reasonably

(c)  no act, action, suit or proceeding shall have been taken before or by any
     domestic or foreign court or tribunal or governmental agency or
     department or other regulatory authority or administrative agency or
     commission or by any elected or appointed public official or private
     person (including any individual, corporation, firm, group or other
     entity) in Canada or elsewhere which has a Material Adverse Effect;

(d)  there shall not exist any prohibition at law, including a cease trade
     order, injunction or other prohibition or order at law or under
     applicable legislation, against the Offeror making or maintaining the
     Offers or taking up and paying for Securities deposited under the Offers
     or completing a Compulsory Acquisition or any Subsequent Acquisition
     Transaction;

(e)  there shall not have occurred (or if there shall have occurred prior to
     the commencement of the Offers, there shall not have been generally
     disclosed or disclosed as part of the Data Room Information or the
     Offeror shall not otherwise be aware of) any change having a Material
     Adverse Effect;

(f)  the Corporation shall not have breached any of its covenants or other
     agreements set out in this Agreement or where such breach occurred, it
     shall have been cured within 15 days after written notice of such breach
     was given to the Corporation by the Offeror;

(g)  all of the representations and warranties of the Corporation made in or
     under this Agreement shall be true and correct (for representations or
     warranties qualified as to materiality, true and correct in all respects,
     and for all other representations and warranties, true and correct in all
     material respects) as of the Effective Date and with the same effect as
     if made at and as of the Effective Date (except to the extent such
     representations and warranties speak solely of an earlier date, in which
     event such representations and warranties shall have been true and
     correct as of such earlier date, and except as such representations and
     warranties may be affected by the occurrence of events or transactions
     expressly contemplated and permitted by this Agreement) and the Offeror
     shall have received a certificate to that effect of the Corporation
     signed by the chief executive and chief financial officers on its behalf
     without personal liability, dated as of the Effective Date; and

(h)  there shall have not occurred and be continuing a material adverse change
     or disruption in the financial, banking or capital markets generally that
     prevents or makes impractical the funding of the Offeror's credit
     facilities for the financing of the Offers from parties dealing at arms'
     length with the Offeror.


<PAGE>
                                     -42-


Except for the condition set out in paragraph (a) above, which may only be
waived with the prior written consent of the Corporation, the foregoing
conditions will be for the sole benefit of the Offeror and may be waived by it
in whole or in part at any time.

8. Conditions of the Offers in Respect of the Class B Shares and the Warrants.
Subject to applicable law, the Offers in respect of the Class B Shares and the
Warrants shall only be subject to the Class A Shares being or having been
purchased pursuant to the Offer in respect of the Class A Shares. This
condition may not be waived by the Offeror, unless it has obtained the prior
written consent of the Corporation.

9. Amendment to Conditions. It is understood and agreed that the Offeror shall
not be entitled to (i) modify or amend any of the conditions, (ii) add any
other conditions to the offers, nor (ii) waive the minimum tender condition
set out in paragraph 7(a) above, in each case without having obtained the
prior written consent of the Corporation provided that the Offeror shall be
entitled to waive the minimum tender condition set out in paragraph 7(a) above
if at least 50.1% of the Shares, on a fully diluted basis, have been validly
deposited and not withdrawn, at the expiry of the Offers. The conditions set
out in paragraphs 7 and 8 (except for the condition set out in paragraph 7(a))
shall be conclusively deemed to have been satisfied or waived upon the taking
up by the Offeror of any Securities pursuant to the Offers.

<PAGE>
                                     -43-


                                  SCHEDULE B

                 APPROVALS AND WAITING AND SUSPENSORY PERIODS


1.   Competition Act Clearance (as defined in section 1.1 of this Agreement)
     shall have been obtained.




2.   Approval by the Minister of Industry of the change of control of the
     Corporation and its subsidiaries in respect of the spectrum licenses held
     by the Corporation and/or its subsidiaries.



<PAGE>
                                     -44-


                                  SCHEDULE C

                                DATA ROOM INDEX




[Omitted]


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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