
                              EXHIBIT 10-30

            EMPLOYMENT CONTINUATION INCENTIVE AGREEMENT


     AGREEMENT  made  by  and  between ACC TelEnterprises Ltd., 5343 Dundas
Street   West,  Toronto,  Ontario  ("Company"),   and   Steve   M.   Dubnik
("Incumbent").

     WHEREAS,  Incumbent  is  commencing  employment as President and Chief
Executive Officer of the Company and any Canadian  subsidiary  or affiliate
of the Company, beginning July 11, 1994;

     AND WHEREAS, the business environment in which the Company operates is
an extremely competitive and constantly changing one;

     AND  WHEREAS,  in  view  of  this  business  environment,  the Company
desires, through this agreement, to provide such measure of security to the
Incumbent  as  an incentive to him to remain a key member of the management
of the Company;

     NOW,  THEREFORE,  in  consideration  of  the  mutual  promises  herein
contained, and  other  good  and  valuable  consideration,  the receipt and
sufficient  of  which is hereby acknowledged, the parties hereto  agree  as
follows:

     1.   POSITION  AND  DUTIES. Incumbent will be employed in the position
of President and Chief Executive  Officer of the Company and have the usual
duties  and  responsibilities  associated   with   that  position  and  any
additional duties commensurate with the position as assigned by the Company
from  time  to  time.   These  additional duties may also  include  similar
responsibilities with certain corporations affiliated with the Company from
time to time.  Incumbent will continue  to devote his full working time and
attention to all of these duties and responsibilities.

     2.   SALARY AND BONUSES.  Incumbent  will  receive an annual salary at
the  rate of $208,312.00 (Canadian) less applicable  statutory  deductions,
payable in arrears, in
substantially  equal installments every two weeks.  During the Term of this
Agreement,  Incumbent's  base  salary  shall  not  be  reduced,  nor  shall
Incumbent's Company-provided  benefits  be  reduced,  except  as  part of a
Company-wide  reduction  of  salaries  or  of such benefits for all Company
executives.  In addition, Incumbent will be  entitled to participate in the
bonus plan as approved by the Board of Directors of the Company.

     3.   BENEFITS  AND  STOCK  OPTIONS.  Incumbent  will  be  entitled  to
participate in all employment benefit  plans  made available by the Company
to  its  executive employees, as amended from time  to  time,  and  to  any
retirement  saving  contribution  plan  which  may  be  established  by the
Company.

     Incumbent will be entitled to participate in a Stock Option Program to
be approved by the Board of Directors.

     4.   Vacation  Incumbent  will be entitled to four weeks vacation with
pay to be taken at a time or times to be mutually agreed.

     5.   NON-SOLICITATION.   Incumbent shall not during his employment and
for a period of one year subsequent  to  the termination of his employment,
directly  or  indirectly,  as principal, partner,  associate,  employee  or
otherwise, on his own or on behalf of another:

     (a)  Request or influence  any employee of the Company to terminate or
          resign his employment; and

     (b)  Solicit or attempt to solicit  the  business  of  any  client  or
          customer  with  whom  the  employee dealt during the one year (1)
          period immediately preceding  his  termination  of employment for
          the  purpose of promoting, distributing, selling or  in  any  way
          dealing- with long distance telecommunications services ("Company
          business").

     6.   COVENANT  NOT  TO  COMPETE  Incumbent hereby covenants and agrees
that while employed by the Company during  the  term  of this agreement and
thereafter, for so long as he is receiving payments under this agreement:

     (a)  He will not, for himself or on behalf of any  other person, firm,
          partnership or corporation call upon any customer  of the Company
          for  the  purpose  of  soliciting or providing such customer  any
          products or services which  are  the  same as or similar to those
          provided  to  customers by the Company.   For  purposes  of  this
          agreement, customers  of  the  Company  has  include  but  not be
          limited to all customers contacted or solicited by the Company or
          the  Incumbent  within twelve months prior to any termination  of
          this agreement.

     (b)  Incumbent will not, for himself or on behalf of any other person,
          firm, partnership  or  corporation directly or indirectly seek to
          persuade any director, officer  or  employee  of  the  Company to
          discontinue that individual status or employment with the Company
          in  order  to  become  employed  in  any  activity  similar to or
          competitive  with  the  business  of  the  Company, nor will  the
          Incumbent's solicitor retain any such person  for  such  purpose.
          It  shall  not  be  a breach or threat of breach of sub-paragraph
          6(b) or (c) of this agreement  for  Incumbent  to explore or seek
          employment,  including  employment  with  a business  of  a  type
          described in sub-paragraph 6(c), for himself.

     (c)  Incumbent  will  not  directly  or indirectly,  alone  or  as  an
          employee, independent contractor of any type, partner, officer or
          director, creditor, substantial stockholder  (5%  or  greater) or
          holder of any option or right to become a substantial stockholder
          in  any entity or organization, engage within the States  of  the
          United  States, or Canada, or anywhere else in the world in which
          the Company  at  any time during the Term of this Agreement shall
          be conducting business,  in  any business pertaining to the sale,
          distribution, manufacture, marketing,  production or provision of
          products  or  services  similar  to  or in competition  with  any
          products  or  services  produced, designed,  manufactured,  sold,
          distributed or rendered,  as the case may be, by the Company; nor
          for the same period of time  within  the same areas and under the
          same  conditions  as previously set forth,  shall  the  Incumbent
          advance creditor, lend  money,  furnish  quarters or give advice,
          directly  or indirectly, to any person, corporation  or  business
          entity of any  kind  (other than the Company) which is engaged in
          any  such  business  or  operation,  nor  shall  he  directly  or
          indirectly ship or cause to  be  shipped  or have any part in the
          shipping of such products to any point within  said areas for the
          purposes of resale; provided, however, that nothing  contained in
          this  paragraph  shall  prevent  the Incumbent from investing  in
          corporate  securities  which are traded  on  a  recognized  stock
          exchange.

     (d)  If any of the restrictions or competitive activities contained in
          this Paragraph 6 shall for  any  reason  be  held  by  a court of
          competent  jurisdiction  to  be excessively broad as to duration,
          geographical scope, activity or  subject, such restrictions shall
          be construed so as to thereafter be  limited  or  reduced  to  be
          enforceable  to  the  extent compatible with applicable law as it
          shall then exist; it being,  understood  that by the execution of
          this  Agreement  the parties hereto regard such  restrictions  as
          reasonable  and  compatible  with  their  respective  rights  and
          expectations.


     7.   CONFIDENTIALITY.   In performing his duties and responsibilities,
Incumbent will acquire wide  experience  and  knowledge with respect to the
Company's business, the manner in which such business  is conducted and the
business  of  any  past,  present  or potential customer or vendor  of  the
Company.

     Incumbent therefore agrees that  he  will not knowingly, either during
his employment or thereafter, disclose to any unauthorized person or entity
any  confidential  information  relating  to Company  business  or  Company
affairs, or business or affairs of any past,  present or potential customer
or vendor of the Company.  For the purposes of  this  clause,  confidential
information  includes,  but is not limited to, a formula, patterns,  model,
instructions, notes, data, reports, documents, files, compilation, program,
device method, technique,  process,  know-how, intellectual property, trade
secrets,  business plan, customer list,  pricing  information,  cost  data,
profit margins,  financial  data,  employee  list, marketing plan, or sales
proposal,  that derives independent economic value,  actual  or  potential,
from not being  generally  known  to and not being readily ascertainable by
proper means by other persons who can  obtain  advantage  from  its  use or
disclosure.  This includes not only what has been learned by or revealed to
him,  but  also  such  information  developed  by him while employed by the
Company (collectively, the "confidential information").

     Notwithstanding anything contained herein to  the  contrary, Incumbent
shall  not  be  responsible  or  liable  hereunder  for  the disclosure  of
confidential information if:

     (a)  the confidential information enters the public domain  other than
          through a breach of this Agreement; or

     (b)(b)the confidential information is publicly disclosed in compliance
          with any applicable law or regulation.

     Incumbent  further  agrees  that  all  models, instructions, drawings,
notes, reports, files, memoranda or other writings,  made  by  him or which
may  come  into  his  possession  while employed by the Company, and  which
relate in any way to or embody any  secret  or confidential activity of the
Company, shall be the exclusive property of the  Company  and shall be kept
on the Company's premises except when required elsewhere in connection with
any activity of the Company.

     8.   INVENTIONS All inventions, discoveries or improvements concerning
any  matter  or  thing which is directly or indirectly related  to  Company
business, which Incumbent  may  make,  conceive or reduce to practice while
employed by the Company, whether during  or after working hours and whether
alone or with others, are the property of  the  Company,  to which the same
are  hereby  assigned; and Incumbent hereby undertakes to make  promptly  a
full disclosure  thereof  to  the Company, and to co-operate and assist the
Company,  without  charge,  during   the   period  of  his  employment  and
thereafter, as may be required, including the execution of all documents to
enable the Company to apply in its name for Letters Patent in all countries
of  the  world so that the Company can consummate  its  rights  under  this
Paragraph.

     9.   TERMINATION   The   Company  may  terminate  this  Agreement  and
Incumbent's employment hereunder as follows:

     (a)  At any time, for just  cause  without  notice  or payment in lieu
          thereof, which cause shall include, but not be restricted to, the
          disclosure of confidential information contrary to Paragraph 7 of
          the Agreement.

     (b)  In  the  event  that  Incumbent's  employment by the  Company  is
          terminated by the Company without just  cause, Incumbent shall be
          entitled  to  receive his then current salary  inclusive  of  all
          benefits in effect  at  such time of termination, for twelve (12)
          months following the effective  date  of  such termination.  Such
          payment shall be made on the Company's normal payroll schedule.

     (c)  Incumbent  will  provide the Company with a minimum  of  two  (2)
          weeks notice of resignation,  which  notice the Company may waive
          in whole or in part at its full discretion.

     (d)  Notwithstanding anything contained herein to the contrary, in the
          event  of  a  Change  of Control of the Company,  as  defined  in
          paragraph 9(d)(i) herein, and subsequent termination of Incumbent
          within  a  twelve (12) month  period  following  such  Change  in
          Control, either  (1)  by the Company without just cause or (2) by
          Incumbent  for Good Reason,  as  defined  in  paragraph  9(d)(ii)
          herein,  for   the  period  of  twelve  (12)  months  immediately
          following the effective  date of such termination Incumbent shall
          be entitled to receive a total  aggregate  amount equal to twelve
          times his then current salary inclusive of all benefits in effect
          at that time, for the twelve (12) months following  the effective
          date.  Such payment shall be made on the Company's normal payroll
          schedule, and, to the maximum extent not precluded by  applicable
          law,  are  inclusive  of  his entitlement to termination pay  and
          severance under statute.

For the purpose of this Agreement:

          (i)  a  "Change  in  Control"  of  the  Company  shall  mean  the
               acquisition of issued  and  outstanding shares carrying more
               than @ percent (50%) of the votes attaching to shares of the
               Company or of ACC Corp. or the  acquisition  of  all  of the
               assets and undertaking of the Company or of ACC Corp. by any
               corporation, partnership, joint venture, person or group  of
               persons   acting   together,   other  than  the  controlling
               shareholder of the Company as of  the  date  hereof  or  any
               corporation,  partnership,  joint  venture  or  other person
               controlled  as  to  more  than  fifty percent (50%) by  such
               controlling shareholder, and

          (ii) termination by Incumbent for "Good Reason" shall mean:

          (1)  a  material  reduction  or  diminution   in   the  level  of
               Incumbent's responsibility as President;

          (2)  a material reduction in Incumbent's compensation level; or

          (3)  the failure of the Company to maintain substantially similar
               employment terms after the Change in Control.

          (iii)benefits  shall  mean  any  and all employee benefits,  both
               taxable  and non-taxable, (including  but  not  limited  to,
               life, health,  and dental insurance, automobile allowance or
               leased   automobile,    cellular    car   phone,   officer's
               reimbursement  fund,  relocation  reimbursement  fund,  long
               distance   calling   allowance,  payment   of   professional
               associations fees, RSSP  plan  and  matching  contributions,
               etc.) and/or the dollar value of any such employee benefits.

     (e)  Notwithstanding   anything  contained  herein  to  the  contrary,
          Incumbent shall no longer be entitled to receive his then current
          salary  and  benefits   following   the  effective  date  of  his
          termination pursuant to paragraph 9(b)  or  paragraph 9(d) should
          he,  at  any  time  during  the  12  month  period following  his
          termination  under  paragraph  9(b),  or twelve 12  month  period
          following his termination under paragraph  9(d)  as  the case may
          be, be in breach of any paragraph of paragraphs 5, 6,  7 and 8 of
          this Agreement.


     10.  SEVERABILITY.   If  the  time,  area or scope referred to in  any
provision of this Agreement shall be considered invalid or unenforceable by
any court, such provision shall be deemed to  be  reduced  to  apply to the
maximum  time,  area or scope permitted by law or, if not subject  to  such
reduction, such provision  shall be deemed severed therefrom with all other
provisions of this Agreement remaining in full force and effect.

     11.  PRIOR AGREEMENTS AND  OBLIGATIONS.  Incumbent represents that his
performance  of  all  terms  and  conditions  of  the  Agreement,  and  his
employment hereunder, do not and shall  not  breach  any fiduciary or other
duty or any covenant, agreement or understanding, including  any  agreement
or duty relating to confidential information, knowledge or data acquired by
him  in  confidence  or  otherwise  prior to his employment by the Company,
except  as disclosed in offer of employment  dated  July  6,  1994  between
Incumbent  and  the  Company  (attached  hereto  as  Schedule  "A"  to this
agreement),  or  induce  the  Company  to use any confidential information,
knowledge or data belonging to any previous employer or others with whom he
was  in  a  contractual  relationship  or  to   whom  he  owed  a  duty  of
confidentiality.

     Incumbent agrees that this Agreement covenants  and  agrees that if he
violates this representation and/or covenant not to breach any fiduciary or
other  duty  or  any  covenant,  agreement or understanding, including  any
agreement or duty relating to confidential  information, knowledge or data,
as set out above, Incumbent shall save harmless  and  indemnify the Company
from  any liability it incurs as a result of any action,  claim,  complaint
and demand  of  every  nature  or  kind  arising  out  of  any such breach,
including payment of its reasonable costs and expenses including legal fees
incurred  in connection therewith.  Notwithstanding anything  contained  to
the contrary  in  this  Article  1  1,  Incumbent  shall be exempt from all
covenants, agreements, representations and liabilities  herein  relating to
Incumbent's  previous employment with RCI Long Distance and its affiliates.
If any conflict arises therefrom the undertakings contained in the offer of
employment dated July 6, 1994 shall apply.

     12.  SUCCESSORS  OR ASSIGNEES Incumbent agrees that this Agreement may
be assigned by the Company  at  any  time  without  notice  to  any parent,
subsidiary,  affiliate  or  successor  in  interest to its general business
operation and all the covenants and obligations of the employee shall enure
to the benefit of any successor or assignee.   Incumbent  acknowledges that
this Agreement is personal to him and shall not be assignable  by  him  but
shall enure to the benefit of his estate in the event of his death.

     13.  SURVIVAL.  The obligations contained in Paragraphs 5, 6, 7 and  8
of  the  Agreement survive the termination of the Agreement and Incumbent's
employment thereunder.

     14.  INJUNCTIVE RELIEF.  Incumbent agrees that the covenants contained
in Paragraphs  5,  6, 7 and 8 of the Agreement are reasonable and necessary
for the protection of  the  Company's  legitimate interests and, therefore,
waives  any  defense  to  the strict enforcement  by  the  Company  or  its
affiliates or subsidiaries  provided  the  Company seeks enforcement of the
covenant(s)  within  two  (2)  years  notice  of any  breach  thereof.   In
addition, without intending to limit the remedies available to the Company,
Incumbent acknowledges that a breach of any of  the  covenants contained in
Paragraphs  5,  6,  7  and  8  of  the  Agreement  may  result in  material
irreparable  injury  to  the Company or its affiliates or subsidiaries  for
which there is no adequate  remedy  at law, that it will not be possible to
measure damages for such injuries precisely  and that, in the event of such
a breach or threat thereof, the Company shall be entitled to obtain any and
all  of  a  temporary  restraining  order  and a preliminary  or  permanent
injunction  restraining  you  from  engaging in  activities  prohibited  by
Paragraphs 5, 6, 7 and 8 or such other relief as may be required to enforce
specifically  any  of the covenants set  out  therein.   In  addition,  the
Company will be entitled to all of its reasonable legal costs and expenses,
including legal fees, in enforcing its rights under these provisions.

     15.  GOVERNING LAW. This Agreement will be governed by and interpreted
in accordance with the  laws  of  the  Province  of Ontario and each of the
parties  irrevocably  attorns  to the jurisdiction of  the  Courts  of  the
Province of Ontario.

     16.  ADVICE  OF  COUNSEL.  Incumbent  has  received  a  copy  of  this
Agreement, and having had  the  opportunity  to  review  the Agreement with
legal counsel of his choice, has read, understands and hereby  accepts  its
terms and conditions.

     IN  WITNESS WHEREOF, the parties have executed this 4th day of August,
1994.


/s/ Barry K. Singer /s/ Steve M. Dubnik
Witness             ______________________
                         Steve M. Dubnik


ACC TelEnterprises Ltd.Per: /s/  Richard E. Sayers

