
                                Exhibit 99.7











                               LICENSE AGREEMENT

                                    between

                             E.D.S. OF CANADA, LTD.

                                      and

                            ACC TELENTERPRISES LTD.
<PAGE>
                               LICENSE AGREEMENT

      THIS LICENSE AGREEMENT ("Agreement"), dated as of June 24, 1996 (the
"Effective Date"), is between E.D.S. OF CANADA, LTD., an Ontario corporation
("EDS"), and ACC TELENTERPRISES LTD., a Canadian corporation ("Licensee").

      WHEREAS, Licensee desires for EDS to grant to it a license or
sublicense, as the case may be, to use software proprietary to EDS or its
third party vendor; and

      WHEREAS, EDS is willing to license or sublicense such software to
Licensee upon the terms and conditions set forth herein.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and subject to the terms and
conditions in this Agreement, EDS and Licensee hereby agree as follows:


                               ARTICLE I - GRANT

1.1   License Grant.  EDS hereby grants to Licensee a non-exclusive, non-
transferable license (the "License"):

      (a)   to use (as provided in this Article I) on the equipment
            designated by type, model and serial number on Schedule 1.1 (the
            "Designated Equipment") and at the location designated on
            Schedule 1.1 (the "Designated Location") one copy each, in object
            code form, of the computer software programs more specifically
            described on Schedule 1.1 (such programs, including all new
            releases, updates and modifications made thereto which are
            provided to Licensee pursuant to this Agreement or the Services
            Agreement, are referred to as the "Licensed Programs"); and

      (b)   to use (as provided in this Article I) the documentation relating
            to the Licensed Programs, including user manuals, narrative
            descriptions, output reports, training materials and technical
            manuals setting forth specifications for the Licensed Programs
            provided to Licensee by EDS (the "Documentation").

      The license granted by EDS under this Agreement relates only to the
      Licensed Programs and does not relate or grant rights to any other
      computer software programs (including system software or operating
      systems for the Designated Equipment) required for Licensee to operate
      or use the Licensed Programs.

1.2   Ownership.  EDS or its third party vendor, as applicable, will be
      considered the owner of the Licensed Programs and Documentation, and
      any copies thereof, and of all copyright, trade secret, patent and
      other intellectual or industrial property rights contained or evidenced
      therein, whether for purposes of the Copyright Act (Canada) or
      otherwise.  Physical copies of the Licensed Programs (in diskette, tape
      or other form provided by EDS) and Documentation will remain the
      property of EDS, or its third party vendor, as applicable, and such
      copies will be deemed to be on loan to Licensee during the License
      Term.

1.3   Restrictions on Use.

      (a)   Use by Licensee.  The Licensed Programs and Documentation will be
            utilized only to process: (i) the data of Licensee; or (ii) the
            data of persons who are reselling Licensee's network or
            telecommunications services if such data is related to the
            network or telecommunications services of Licensee that are
            resold.  Licensee will not otherwise use the Licensed Programs
            and Documentation to process data of any third person.  The
            Licensed Programs will be operated only by Licensees employees or
            by EDS on behalf of Licensee.

      (b)   Use on Designated Equipment.  The Licensed Programs will be
            operated only on the Designated Equipment and at the Designated
            Location unless Licensee obtains EDS' prior written approval of a
            change in the Designated Equipment (including a change in any one
            or more of the following:  the manufacturer, description, model
            number or serial number of the Designated Equipment) or the
            Designated Location, which approval will not be unreasonably
            withheld.  Any EDS-approved change in the Designated Equipment or
            the Designated Location will be documented by amending Schedule
            1.1 to reflect such change.  Licensee will have the limited
            right, without obtaining EDS' prior written approval, in the
            event that the Designated Equipment is inoperative due to:
            (i) malfunction; or (ii) engineering changes or similar
            occurrences; to temporarily use the Licensed Programs on backup
            equipment until the Designated Equipment is restored to operative
            status.  In such case, the backup equipment will, for all
            purposes hereunder, be deemed to be the Designated Equipment. 
            Licensee is not entitled to use the Licensed Programs on backup
            equipment for a period exceeding 30 days except in the
            circumstances contemplated in Section 10.6 (Force Majeure) unless
            Licensee obtains EDS' prior written approval, which approval will
            not be unreasonably withheld.

1.4   Confidentiality.

      (a)   Non-disclosure.  The Licensed Programs and Documentation will be
            disclosed by EDS to Licensee in confidence.  Licensee will not
            cause or permit disclosure, display, loan, publication, transfer
            of possession (whether by sale, exchange, gift, operation of law
            or otherwise), sublicensing or other dissemination of the
            Licensed Programs or Documentation, in whole or in part, to any
            third party without the prior written consent of EDS.  Licensee
            will limit use of and access to the Licensed Programs to:
            (i) Licensee's employees; or (ii) with the prior written consent
            of EDS (such consent not to be unreasonably withheld), Licensee's
            subcontractors; who are, in each case, directly involved in the
            utilization of the Licensed Programs and are bound to comply with
            the confidentiality obligations set forth in this Agreement. 
            Licensee will limit use of and access to the Documentation to:
            (i) Licensee's employees; or (ii) with the prior written consent
            of EDS (such consent not to be unreasonably withheld), Licensee's
            subcontractors; who are, in each case, directly involved in the
            utilization of the Licensed Programs or the output therefrom and
            are bound to comply with the confidentiality obligations set
            forth in this Agreement.

      (b)   Copying or Modifying - Licensed Programs.  Licensee will not
            reverse assemble, reverse compile, otherwise recreate or modify
            the Licensed Programs prior to the time at which Licensee
            acquires a Source Code License for the Licensed Programs under
            Section 6.2 (Source Code License).  Licensee will not recreate or
            modify the Licensed Programs after Licensee acquires a Source
            Code License except as provided in Section 6.2 (Source Code
            License).  Licensee may make one copy of the Licensed Programs
            for backup purposes and one copy for archival purposes.  Licensee
            will not copy or reproduce the Licensed Programs at any time
            except as expressly provided for in this Agreement.

      (c)   Copying or Modifying - Documentation. Licensee may copy or
            reproduce the Documentation for distribution to: (i) employees of
            Licensee; or (ii) with the prior written consent of EDS (such
            consent not to be unreasonably withheld) Licensee's
            subcontractors; who are, in each case, directly involved in the
            use of the Licensed Programs or the output therefrom and are
            bound to comply with the confidentiality obligations set forth in
            this Agreement.  Licensee will not otherwise copy or reproduce
            the Documentation.

      (d)   Safeguards.  Licensee will exercise reasonable precautions, no
            less vigorous than those Licensee uses to protect its own
            confidential information, to safeguard the Licensed Programs and
            Documentation and to ensure that no unauthorized persons have
            access to the Licensed Programs and Documentation, and to ensure
            that no persons authorized to have such access will take any
            action which would be in violation of Section 1.3 (Restrictions
            on Use) or Section 1.4 (Confidentiality) of this Agreement if
            taken by Licensee.  Licensee will promptly report to EDS any
            actual or suspected violation of Sections 1.3 or 1.4 and Licensee
            will, at its expense, take such further steps as may reasonably
            be requested by EDS to prevent or remedy any such violation and
            will reimburse EDS for all reasonable expenses EDS incurs related
            to the remedy of such violation.

      (e)   Acknowledgement.  EDS acknowledges that Licensee may from time to
            time provide EDS with a list of subcontracting companies whom
            Licensee proposes, and the circumstances and time frames in which
            such subcontracting companies, will use and access the Licensed
            Programs or Documentation in accordance with this Section with a
            view to obtaining EDS' consent to such subcontracting companies
            and such use and access.

1.5   Notices.  Licensee will not alter or remove any copyright, trade
      secret, patent, proprietary and/or other legal notices contained on or
      in copies of the Licensed Programs and Documentation.  Licensee will
      include on all copies of the Licensed Programs or the Documentation
      which it may have in its possession, or create, whatever type of
      designation EDS may reasonably require to indicate that such material
      is the proprietary property of EDS or another party.

1.6   Verification.  At least twice each year during the License Term,
      Licensee will permit access to EDS on reasonable notice to Licensee's
      premises, computer systems and records related to this Agreement and
      the use of the Licensed Programs and Documentation so that EDS may
      conduct, at EDS' expense, an investigation to determine Licensee's
      compliance with the terms of this Agreement.

1.7   Injunctive Relief.  Licensee acknowledges and agrees that the Licensed
      Programs and the Documentation are the valuable property and trade
      secrets of EDS or other parties, that any willful violation by Licensee
      of the provisions of Article I (Grant) would cause EDS or such other
      parties irreparable injury for which they would have no adequate remedy
      at law, and that, in addition to any other remedies which EDS may have,
      it will be entitled to preliminary and other injunctive relief against
      any such violation.

1.8   Survival.  Notwithstanding anything to the contrary herein, the
      restrictions set forth in this Article I (Grant) will survive the
      expiration or termination of this Agreement until the provisions of
      Section 8.4 (Rights on Termination) of this Agreement have been fully
      complied with or have been waived in writing by EDS.

                         ARTICLE II - DELIVERY AND TERM

2.1   Delivery.  EDS will deliver the Licensed Programs and Documentation to
      Licensee at the Designated Location or make them available for
      Licensee's use at the Designated Location on such date (the "Delivery
      Date") as is agreed to by EDS and Licensee pursuant to the operations
      and support services agreement (the "Services Agreement") between EDS
      and Licensee dated as of June 24, 1996.  The Licensed Programs shall be
      deemed to be installed on the Start of Processing Date (as such term is
      defined in the Services Agreement).

2.2   Term of License.  The term of the License (the "License Term") will
      commence on the Delivery Date and will continue in perpetuity unless
      terminated pursuant to Article VIII (Termination) of this Agreement.

2.3   Maintenance Service Term.  The term during which the maintenance
      services described in Section 3.2 (Maintenance) of this Agreement will
      be provided (the "Maintenance Service Term") will commence on the Start
      of Processing Date and, unless earlier terminated pursuant to
      Article VIII (Termination) of this Agreement, will expire on the first
      anniversary of the Start of Processing Date.  The Maintenance Service
      Term will automatically extend for additional one year periods after
      the first anniversary of the Start of Processing Date unless either of
      the parties notifies the other party in writing at least three months
      prior to the first anniversary of the Start of Processing Date or the
      end of any renewal term as the case may be, that the Maintenance
      Service Term will not be so extended.

                  ARTICLE III - IMPLEMENTATION AND MAINTENANCE

3.1   Implementation Assistance.  EDS will provide the Licensee with the
      implementation assistance for the Licensed Programs that is specified
      in the Services Agreement.

3.2   Maintenance.

      (a)   Maintenance Service.

            (i)   During the Maintenance Service Term, EDS will use all
                  reasonable efforts to repair or replace the then current
                  release of the Licensed Programs if it is not performing
                  in all material respects in accordance with the
                  Documentation, upon receiving written notice of the
                  nonperformance from Licensee as described in
                  Section 3.2(b) (Notice) below.  The methods and techniques
                  for resolving nonperformance will be at the sole
                  discretion of EDS.  If the Designated Equipment can be
                  accessed remotely through dial-up capability or otherwise,
                  Licensee will make such remote access capability available
                  to EDS for use in performing maintenance services. (EDS
                  acknowledges that, if functions that were operating in
                  accordance with the Documentation in the previous release
                  of the Licensed Programs do not operate in accordance with
                  the Documentation in the current Release of the Licensed
                  Programs, then, for the purposes of this Section, the
                  current release of the Licensed Programs will not be
                  deemed to be performing in all material respects in
                  accordance with the Documentation.)

            (ii)  If after reasonable efforts to repair or replace the then
                  current release of the Licensed Programs which is not
                  performing in accordance with the Documentation in all
                  material respects, EDS is unable to make such repairs or
                  replacement, then:

                  (x)    the Licensee's sole remedy will be the refund of an
                         amount not to exceed the greater of: (a) the
                         Maintenance Service Fees paid by Licensee to EDS
                         during the twelve month period preceding the date on
                         which EDS notifies Licensee that EDS is unable to
                         make the repair or replacement; and (b) the
                         unamortized portion of the License Fee where the
                         License Fee is depreciated on a straight line basis
                         over a period of five years commencing on the Start
                         of Processing Date; and

                  (y)    the License Term and the Maintenance Service Term
                         shall terminate.

            (iii) EDS will have no obligation to repair or  replace the
                  Licensed Programs if the nonperformance is found by EDS to
                  have been caused or contributed to by computer equipment
                  malfunction, Licensee's negligence or fault, Licensee's
                  failure to follow instructions as set forth in the
                  Documentation, improper or unauthorized use of the
                  Licensed Programs, changes to the Licensed Programs made
                  by Licensee, changes in any software not provided by EDS,
                  hardware changes or any other cause beyond the control of
                  EDS; provided, however, EDS and Licensee may agree that
                  EDS will provide Licensee with assistance in resolving any
                  nonperformance resulting from such causes as an Additional
                  Service pursuant to Section 3.3 (Additional Services).

      (b)   Notice.  To obtain the maintenance services described in
            Section 3.2(a) (Maintenance  Service), Licensee must provide EDS
            with the following during the Maintenance Service Term: 
            (i) written notice of the operating problem; (ii) a detailed
            description of the failure to perform substantially in accordance
            with the Documentation; (iii) a detailed description of the
            operating conditions, including the specific hardware/software
            configuration, under which such failure to perform occurred; and
            (iv) a representative sample of inputs and outputs for
            replicating and analyzing such failure to perform; provided that,
            in emergency situations, the parties will cooperate to respond to
            the operating problem with the available information.

      (c)   New Releases.  From time to time, EDS may, in its sole
            discretion, make updates, improvements or changes to the Licensed
            Programs in separate releases to the Licensed Programs
            ("Releases") which are designed to enhance operating performance
            without changing the basic functions of the Licensed Programs. 
            EDS has no obligation to make any updates, improvements or
            changes to the Licensed Programs.  During the Maintenance Service
            Term, EDS will make all new Releases available to Licensee which
            are generally made available to EDS' other licensees of the
            Licensed Programs and will provide revisions to the Documentation
            necessary to reflect the updates, improvements or changes
            included in such new Releases.  EDS confirms that, during the
            Maintenance Service Term, all new Releases made available to take
            account of new releases of the operating systems for the
            Designated Equipment will be provided at no additional charge
            (other than the Maintenance Service Fee).  EDS may discontinue
            maintenance services as described in Section 3.2(a) (Maintenance
            Service) for a prior Release of the Licensed Programs replaced by
            a new Release 180 days after the date such new Release is first
            made available.  EDS will provide to Licensee maintenance
            services as described in Section 3.2(a)(Maintenance Service) for
            prior Releases of the Licensed Programs which Licensee elects to
            continue to use as an Additional Service pursuant to Section 3.3
            (Additional Services) on an as needed basis, so long as Licensee
            continues to pay for and receive maintenance services for the
            most current Release of the Licensed Programs in anticipation of
            eventually using the most current Release.  There will be no
            charge under Section 3.3 (Additional Services) for any
            maintenance services provided to Licensee for prior Releases of
            the Licensed Programs until the earlier of:  (i) the expiry of
            six months after conversion and loading of Licensee's engineering
            and End User data under the Services Agreement; and (ii) eighteen
            months following the Start of Processing Date.

      (d)   Requested Changes.  Any changes to the Licensed Programs or
            Documentation (other than those specified in Section 3.2(c) (New
            Releases)) requested by Licensee which EDS, in its sole
            discretion, has not or does not intend to make part of a new
            Release will be provided as an Additional Service pursuant to
            Section 3.3 (Additional Services).

3.3   Additional Services.

      (a)   Services.  Licensee may from time to time request that EDS
            provide support or services which are beyond the scope or amount
            of the support or services provided pursuant to this Agreement
            ("Additional Services").  Any requested Additional Services will
            be provided by EDS to Licensee on such terms as are mutually
            agreed upon by Licensee and EDS and documented in writing,
            including but not limited to the description of the Additional
            Services to be provided, the price to be paid and any other
            appropriate terms and conditions.

      (b)   Enhancements Funded by Licensee.  This Section 3.3(b) applies to
            major enhancements or developments that are paid for by Licensee
            as an Additional Service under Section 3.3(a) (Services). 
            Licensee and EDS may, in finalizing the terms on which such
            Additional Services will be provided by EDS, negotiate credits or
            refunds to be provided to Licensee if the code for such
            enhancement or development is later included by EDS as part of
            the core IXplus System and INM System that EDS makes available to
            its other customers.  Any agreement concerning credits or refunds
            shall be finalized and documented in writing prior to the time at
            which EDS commences to provide the Additional Services for such
            major enhancement or development.

                             ARTICLE IV - WARRANTY

4.1   Rights in Licensed Programs.  EDS hereby represents and warrants that,
      subject to Section 9.1(b) (Patents), it has all rights, title,
      ownership interest and/or marketing rights necessary to grant the
      rights and the License to Licensee set forth herein.

4.2   Nonperformance of Licensed Programs.

      (a)   Warranty.  EDS further warrants that on the Start of Processing
            Date, and for a period of one year thereafter, the Licensed
            Programs will be capable of performing in all material respects
            in accordance with the Documentation.  EDS will resolve any
            failure of the Licensed Programs to perform in all material
            respects in accordance with the Documentation pursuant to the
            terms and conditions of Section 3.2 (Maintenance) of this
            Agreement.

      (b)   Documentation.  EDS acknowledges that, as at the Start of
            Processing Date, the "Documentation" will include Section IV,
            Functional Capabilities, of EDS' proposal to Licensee dated
            March, 1996, A Proposal to ACC TelEnterprises Ltd. for Billing
            Services and Support.  Licensee acknowledges that the
            Documentation will be revised in accordance with Section 3.2(c)
            (New Releases) to take account of new Releases of the Licensed
            Programs.

4.3   Remedies.  EDS does not warrant that the functions contained in the
      Licensed Programs will meet Licensee's requirements or that the
      operation of the Licensed Programs will be uninterrupted or error free.

      EDS will have no responsibility with respect to Licensee's data files
      except such responsibilities as are assumed by EDS under the Services
      Agreement.  EDS' liability for all matters relating to the warranty set
      forth in Section 4.2 (Nonperformance of Licensed Programs) will be
      limited as provided in Section 3.2(a) (Maintenance Service).

4.4   No Other Warranties.  THE WARRANTIES CONTAINED IN THIS ARTICLE IV ARE
      LIMITED WARRANTIES AND ARE THE ONLY REPRESENTATIONS, WARRANTIES OR
      CONDITIONS MADE BY EDS.  EDS MAKES AND THERE ARE, AND LICENSEE
      RECEIVES, NO OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS
      OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING BUT NOT LIMITED TO, NO
      REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND
      FITNESS FOR A PARTICULAR PURPOSE.  THE STATED EXPRESS WARRANTIES ARE IN
      LIEU OF ALL LIABILITIES OR OBLIGATIONS OF EDS FOR DAMAGES ARISING OUT
      OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE
      LICENSED PROGRAMS.

                          ARTICLE V - PAYMENTS TO EDS

5.1   License Fee.  Licensee will pay to EDS for the grant of the License a
      one-time license fee of $1,450,000 (CDN.) (the "License Fee") in
      accordance with Part I of Schedule 5.1 (Payment and Billing).

5.2   Annual Maintenance Service Fee.  For the maintenance services provided
      pursuant to Section 3.2 (Maintenance) of this Agreement during the
      Maintenance Service Term, Licensee will pay to EDS, for each twelve
      month period commencing on the Start of Processing Date or an adversary
      of the Start of Processing Date, the amount (the "Maintenance Service
      Fee") set out in Part II of Schedule 5.1 (Payment and Billing).  Not
      less than thirty days prior to the end of each twelve-month period, EDS
      will send Licensee an invoice for the Maintenance Service Fee for the
      next twelve-month period, prorated as appropriate for any partial
      twelve-month period.

5.3   Out-of-Pocket Expenses.  Licensee will pay, or reimburse EDS for, all
      reasonable actual out-of-pocket costs and expenses incurred by EDS with
      the prior written approval of Licensee in connection with the
      performance of this Agreement including but not limited to, the travel
      and travel-related expenses incurred by EDS personnel providing
      installation assistance, training, maintenance service and any
      Additional Services described in this Agreement.  EDS will provide
      relevant vouchers, invoices or receipts to support all such out-of-
      pocket costs and expenses.

5.4   Time of Payment.  Any amount due to EDS pursuant to this Agreement for
      which a time for payment is not otherwise specified will be due and
      payable thirty days after Licensee's receipt of an invoice from EDS
      conforming to this Agreement.  Any amount owing to EDS pursuant to this
      Agreement that is not paid when due and payable will thereafter bear
      interest until paid at a rate of interest equal to 1% per annum more
      than the prime rate established from time to time by the Toronto-
      Dominion Bank, calculated and payable monthly.  The foregoing does not
      apply to any amount that is reasonably the subject of a dispute
      provided that all amounts due and payable which are not in dispute have
      been paid to EDS in accordance with this Agreement and any amount that
      is in dispute has been paid into an escrow account in accordance with
      Section 7.5(a) (Disputed Amounts) of this Agreement.

5.5   Taxes.  There will be added to any charges hereunder, and Licensee will
      pay to EDS, all taxes, assessments, duties, permits and fees, however
      designated or levied, which are based upon any charges under this
      Agreement, or upon this Agreement or the Licensed Programs, services or
      materials provided hereunder, or their use, including but not limited
      to the Goods and Services Tax and any sales and use taxes, and any
      taxes or amounts in lieu thereof paid or payable by EDS in respect of
      the foregoing, but excluding franchise taxes and taxes based on the net
      income of EDS.

                ARTICLE VI - OTHER AGREEMENTS

6.1   Services Agreement.

      (a)   Operation of Licensed Programs by EDS.  Under the Services
            Agreement the Licensed Programs will be operated by EDS on behalf
            of the Licensee on the Designated Equipment at the Designated
            Location to process:  (i) the data of the Licensee; or (ii) the
            data of persons who are reselling Licensee's network or
            telecommunications services, which data is related to the network
            or telecommunications services of Licensee that are resold. 
            Operation of the Licensed Programs by EDS on behalf of the
            Licensee will be deemed to be in compliance with the terms of
            this Agreement but such operation by EDS does not authorize
            Licensee to use the Licensed Programs or to take any action
            relating to the Licensed Programs that is not in compliance with
            Article I (Grant).

      (b)   Change in Equipment or Location.  EDS shall be entitled to change
            the Designated Location at which EDS is operating the Licensed
            Programs on behalf of Licensee under the Services Agreement in
            accordance with Section 4.4 (Change in Facilities) of the
            Services Agreement.

      (c)   Maintenance Services.  EDS and Licensee agree that the
            Maintenance Service Term will not be terminated pursuant to
            Section 2.3 (Maintenance Service Term) prior to the expiry of the
            term of the Services Agreement.  During the term of and subject
            to the provisions of the Services Agreement, while EDS is
            operating the Licensed Programs on behalf of the Licensee:

            (i)   EDS will provide maintenance services for the Licensed
                  Programs in accordance with this Agreement;

            (ii)  EDS will repair or replace the Licensed Programs if the
                  nonperformance is found by EDS to have been caused or
                  contributed to by the malfunction of equipment or software
                  operated by EDS or changes to such equipment or software. 
                  This paragraph (ii) will apply notwithstanding
                  paragraph 3.2(a)(iii) of this Agreement; and

            (iii) Licensee will pay the Maintenance Service Fees set out in
                  and in accordance with this Agreement.

            Maintenance services for those software programs forming part of
            the Licensed Programs that are developed by EDS specifically for
            the Licensee (including integration of such software programs
            into new Releases of the Licensed Programs) will be provided as
            part of the SE Services under the Services Agreement.

      (d)   Conversion to Inhouse Processing.  Licensee may operate the
            Licensed Programs during the License Term following termination
            of the term of the Services Agreement in accordance with this
            Agreement.  In such event:

            (i)   in connection with the Transition Services provided
                  pursuant to  Section 8.7 (Transition Services) of the
                  Services Agreement, Licensee shall identify the equipment
                  on which and the location at which Licensee wishes to
                  operate the Licensed Programs.  Section 1.3(b) (Use on
                  Designated Equipment) shall apply to the identification by
                  License of the equipment and location on which the
                  Licensed Programs are to be operated as if Licensee were
                  requesting EDS' approval to a change in the Designated
                  Equipment and the Designated Location under
                  Section 1.3(b); and

            (ii)  Licensee shall be solely responsible for acquisition and
                  compliance with the term of licenses for the QTEL-9000
                  software, installation of such software on the Designated
                  Equipment and maintenance and support for such software in
                  connection with Licensee's use of the Licensed Programs
                  after the termination of the term of the Services
                  Agreement.

6.2   Source Code License.  During the License Term, Licensee may acquire a 
      license (the "Source Code License") to use the source code of the
      Licensed Programs (the "Source Code") subject to the following:

      (a)   Subject to paragraph 6.2(b), Licensee shall pay to EDS a license
            fee (the "Source Code License Fee") in the amount of (i) twenty-
            five percent of the License Fee if Licensee acquires the Source
            Code License prior to the third anniversary of the Start of
            Processing Date; or (ii) otherwise, twenty-five percent of EDS'
            then current license fee for the object code version of the
            Licensed Programs;

      (b)   if, at the time Licensee acquires a Source Code License, EDS is
            not authorized to provide Licensee with the source code for the
            Facilities and Engineering software and the Trouble Ticketing
            software forming part of the Licensed Programs, then:  (i) EDS
            shall have no obligation to provide the source code for the
            Facilities and Engineering software and the Trouble Ticketing
            software to Licensee; (ii) such source code shall be deemed not
            to be a part of the Source Code; and (iii) EDS and Licensee will
            negotiate in good faith an appropriate adjustment to the Source
            Code License Fee to recognize EDS' inability to provide the
            source code for the Facilities and Engineering software and the
            Trouble Ticketing software to Licensee;

      (c)   Licensee shall give EDS written notice of Licensee's intention to
            acquire a Source Code License.  Licensee shall pay the Source
            Code License Fee to EDS when Licensee delivers such notice to
            EDS.  EDS will deliver the Source Code to Licensee within thirty
            days of EDS' receipt of such notice and the Source Code License
            Fee;

      (d)   The provisions of Article I (Grant) will apply to the Source Code
            of the Licensed Programs.  Without limiting the generality of the
            foregoing, Licensee will maintain the Source Code of the Licensed
            Programs in confidence in accordance with Section 1.4
            (Confidentiality).  Licensee shall be authorized to use the
            Source Code:  (i) in support of Licensee's operations of the
            Licensed Programs in accordance with Article I (Grant); and
            (ii) to make such changes ("Changes") to the Licensed Programs as
            Licensee deems appropriate.  Licensee shall be the owner of all
            rights (including copyright, trade secret, patent or other
            intellectual property rights) in any Changes made by Licensee. 
            The ownership by Licensee of all rights in any Changes:  (i) does
            not give Licensee any right, title or interest in the Licensed
            Programs or the copyright, trade secret, patent or other
            intellectual property rights in the Licensed Programs; or
            (ii) entitle Licensee to take any action with respect to any
            Change that includes all or part of the Licensed Programs that
            Licensee is not authorized to take under this Agreement with
            respect to the Licensed Programs or such part as is included in
            the Change.

                        ARTICLE VII - DISPUTE RESOLUTION

7.1   Disputes.  In the event of any dispute, controversy or claim arising
      under or in connection with this Agreement, or the breach, termination,
      validity or enforceability of any provision of this Agreement
      ("Disputes"), then upon the written request of either party, each of
      the parties will appoint a designated officer whose task it will be to
      meet for the purpose of endeavouring to resolve the Dispute or to
      negotiate for an adjustment to the provisions of this Agreement.  The
      designated officers will meet as often as the parties reasonably deem
      necessary in order to gather and furnish to the other all information
      with respect to the matter in issue which the parties believe to be
      appropriate and germane in connection with its resolution.  Such
      officers will discuss the Dispute and negotiate in good faith in an
      effort to resolve the Dispute or renegotiate the applicable section or
      provision without the necessity of any formal proceeding relating
      thereto.  The specific format for such discussions will be left to the
      discretion of the designated officers but may include the preparation
      of agreed upon statements of fact or written statements of position
      furnished to the other party.  No formal proceedings for the judicial
      resolution of such dispute or controversy may be commenced until: 
      (i) the designated officers conclude in good faith that amicable
      resolution through continued negotiation of the matter in issue is not
      likely to occur; or (ii) thirty days after the circumstances giving
      rise to the Dispute originated or occurred; which ever is later.

7.2   Arbitration.  Subject to Section 7.3 (Exception), any Dispute that is
      not resolved in accordance with Section 7.1 (Disputes) will be settled
      by final and binding arbitration conducted by a Board in accordance
      with Schedule 7.2 (Arbitration).  Judgment upon the award rendered in
      any such arbitration may be entered in any court having jurisdiction
      thereof, or application may be made to such court for a judicial
      acceptance of the award and an enforcement, as the law of such
      jurisdiction may require or allow.

7.3   Exception.  The parties acknowledge and agree that, with respect to any
      Dispute arising under Section 1.4 (Confidentiality), Section 9.1
      (Infringement Indemnity) or Section 10.1 (Other Confidential
      Information) or in respect of a claim for injunctive relief, a party
      may refer such matter to arbitration in accordance with Section 7.2
      (Arbitration) or apply to the appropriate court for such relief.

7.4   Exclusive Remedy.  Other than any action necessary to enforce the award
      of the Board, and subject to Section 7.3 (Exception), the parties agree
      that the provisions of this Article VII are a complete defense to any
      suit, action or other proceeding instituted in any court or before any
      administrative tribunal with respect to any Dispute arising under or in
      connection with this Agreement.  Nothing in this Article VI prevents
      the parties from exercising their rights to terminate this Agreement in
      accordance with this Agreement.

7.5   Continued Performance.

      (a)   Disputed Amounts.  In the event of a Dispute between EDS and
            Licensee with respect to any amounts that EDS claims are owing to
            it under this Agreement, then Licensee will pay:  (i) to EDS all
            amounts the payment of which is not in Dispute; and (ii) all
            amounts that are the subject of the dispute into an escrow
            account structured by agreement of the parties or as ordered by
            the Board if agreement cannot be reached, for distribution in
            accordance with the award of the Board.

      (b)   Continued Performance.  EDS shall continue to provide the
            services, if applicable, pursuant to the Agreement during
            arbitration proceedings pursuant to this Article VII
            (Arbitration) except where:  (i) this Agreement has been
            terminated in accordance with Article VIII (Termination); or
            (ii) the Dispute relates (in whole or in part) to amounts that
            EDS claims are owing to it pursuant to the Agreement and Licensee
            does not pay the disputed amounts into an escrow account and the
            amounts not in dispute to EDS in accordance with Section 7.5(a)
            (Disputed Amounts).

                           ARTICLE VIII - TERMINATION

8.1   Termination for Cause.  If either party materially or  repeatedly
      defaults in the performance of any of its duties or obligations under
      this Agreement and, within thirty days after written notice is given to
      the defaulting party specifying the default:  (i) such default is not
      substantially cured and any part of the default that is not so cured is
      immaterial to the party not in default; or (ii) the defaulting party
      does not obtain the approval of the other party to a plan to remedy the
      default and thereafter implements such plan to its conclusion; then the
      party not in default may terminate the License Term and/or the
      Maintenance Service Term by giving written notice to the defaulting
      party.

8.2   Termination for Adverse Change in Business.  If Licensee ceases to
      carry on its business, EDS may, by giving Licensee written notice
      thereof terminate the License Term and/or the Maintenance Service Term
      as of a date specified in such notice of termination.  If:  (i) a
      receiver or similar officer is appointed for Licensee; (ii) Licensee
      makes an assignment for the benefit of all or substantially all of its
      creditors or enters into an agreement for composition, extension or
      readjustment of all or substantially all of its obligations; or
      (iii) proceedings under any bankruptcy or insolvency law are commenced
      by or against Licensee; then in such event but subject to applicable
      law, EDS may, by giving Licensee written notice thereof, terminate the
      License Term and/or the Maintenance Service Term as of a date specified
      in such notice of termination if Licensee defaults in the performance
      of any of its duties or obligations under this Agreement.

8.3   Termination of Services Agreement.  If:  (i) either party terminates
      the term of the Services Agreement pursuant to Section 8.1 (Termination
      for Cause) of the Services Agreement as a result of the uncured default
      of the other party under such Agreement; or (ii) EDS terminates the
      term of the Services Agreement pursuant to Section 8.2 (Termination for
      Insolvency) of the Services Agreement as a result of Licensee's
      default; then such party may, by giving written notice to the other
      party, terminate the License Term and/or the Maintenance Service Term
      as of a date specified in such notice of termination.

8.4   Rights Upon Termination.  Upon termination of the License Term for any
      reason, then, in addition to any other rights which either party may
      have, Licensee will promptly return to EDS all copies of the Licensed
      Programs and the Documentation in Licensee's possession and completely
      erase the Licensed Programs and all elements thereof from the
      Designated Equipment and any other Licensee computer system.  Upon EDS'
      request, Licensee will execute and deliver to EDS a written
      certification that Licensee has complied with the provisions of his
      Section 8.4 and no longer retains any material relating to the Licensed
      Programs or the Documentation except as contemplated in the preceding
      sentence.

              ARTICLE IX - INDEMNIFICATION, REMEDIES AND LIABILITY

9.1   Intellectual Property Indemnity.

      (a)   Defense of Claim.  Subject to Section 9.l(b) (Exception), EDS
            will defend Licensee and hold it harmless from and against any
            and all claims, actions, damages, liabilities, costs and expenses
            (including reasonable legal fees and expenses) (collectively,
            "Claims"):  (i) based on a claim that the Licensed Programs, the
            Source Code or the Documentation used within the scope of the
            licenses granted herein, in whole or in part: (x) infringes a
            patent, copyright, trade mark or similar proprietary right
            granted under U.S. or Canadian law; or (y) constitutes an
            unlawful disclosure, use or misappropriation of another party's
            trade secret; or (ii) for breach of the representation and
            warranty set out in Section 4.1 (Rights in Licensed Programs) of
            this Agreement.  EDS will bear the expense of such defense and
            pay any costs and damages which are finally awarded as a result
            of such claim, provided that Licensee notifies EDS promptly in
            writing of the claim and that Licensee allows EDS to fully direct
            the defense or settlement of such claim.  EDS will not be
            responsible for any settlement or compromise made without its
            consent.

      (b)   Patents.  To the extent that Section 4.1 (Right in Licensed
            Programs) or Section 9.1(a) (Defense of Claim) applies to
            patents, EDS shall be liable for alleged or adjudged infringement
            of patents only to the extent of its knowledge at the time EDS
            agreed to supply the Systems or perform the work giving rise to
            the infringement.

      (c)   Continued Right to Use.  Should the Licensed Programs, the Source
            Code or the Documentation become, or in EDS' opinion be likely to
            become, the subject of a Claim specified in Section 9.1(a)
            (Defense of Claim), EDS will attempt to procure for Licensee the
            right to continue to exercise all rights granted to Licensee
            under this Agreement, or replace or modify the Licensed Programs,
            Source Code or Documentation to make its use hereunder non-
            infringing.  If, with respect to the Licensed Programs or Source
            Code, neither option is reasonably available in EDS' judgment:

            (i)   Licensee will return the Licensed Programs, Source Code
                  and the Documentation to EDS;

            (ii)  the License Term and the Maintenance Service Term and all
                  of the rights granted hereunder will terminate; and

            (iii) EDS will pay to Licensee the unamortized part of the
                  License Fee, where such License Fee is amortized over a
                  five year period on a straight line basis commencing on
                  the Start of Processing Date.  If Licensee has acquired
                  the Source Code License by payment of the Source Code
                  License Fee, EDS will also pay to Licensee the unamortized
                  part of the Source Code License Fee where such Source Code
                  License Fee is amortized on a straight line basis over a
                  five year period commencing on the date Licensee acquires
                  the Source Code License.

      (d)   Infringement Caused by Licensee.  EDS will have no liability to
            Licensee under this Section 9.1 or under any other provision of
            this Agreement if any Claim specified in Section 9.l(a)(Defense
            of Claim) is based upon:

            (i)   the use of the Licensed Programs, Source Code or
                  Documentation delivered hereunder in combination with
                  equipment, devices or software not supplied or approved by
                  EDS;

            (ii)  the use of the Licensed Programs or Source Code in an
                  application or environment for which it was not designed
                  or was not contemplated under this Agreement; or

            (ii)  the modification of the Licensed Programs, Source Code or
                  Documentation by anyone other than EDS or its employees or
                  agents;

            if no infringement would have occurred but for such use or
            modification.  Further, Licensee will indemnify and hold EDS
            harmless from any liability, loss, claim or damage to persons or
            property arising out of Licensee's possession, operation or use
            of the Licensed Programs, the Source Code or the Documentation or
            arising out of the fault or negligence of Licensee or its
            employees and will indemnity EDS from any expense or cost
            incurred if any such claims are made.

      (e)   Entire Obligation.  This Section 9.1 states EDS' entire
            obligation to Licensee regarding infringement.

9.2   Third Party Claims.  Licensee will indemnify and defend EDS and hold it
      harmless from and against any and all Claims of any persons whose data
      is processed by Licensee using Licensed Programs in accordance with
      this Agreement.

9.3   Remedies and Limit of Liability.

      (a)   Limit.  In the event EDS is liable to the Licensee on account of
            EDS' performance or nonperformance of its obligations under this
            Agreement or the Services Agreement, whether arising by
            negligence, willful misconduct, or otherwise, and subject to
            Section 9.3(b) (Remedies re Nonperformance of Licensed Programs):

            (i) the amount of damages recoverable against EDS for all events,
            acts or omissions will not exceed in the aggregate an amount
            equal to the Effective Limit of Liability; and (ii) the measure
            of damages will not include any amounts for indirect,
            consequential, incidental or punitive damages of any party,
            including third parries, or for damages which could have been
            avoided had the data furnished by EDS been verified before
            utilization thereof or for lost profits.  Further, no cause of
            action which accrued more than two years prior to the filing of a
            suit alleging such cause of action may be asserted under this
            Agreement or the Services Agreement against EDS.  In connection
            with the conduct of any litigation with third parties relating to
            any liability of EDS to the Licensee or to such third parties,
            EDS will have all rights (including the right to accept or reject
            settlement offers and to participate in such litigation) which
            are appropriate to its potential responsibilities or liabilities.

            Notwithstanding any provision in this Agreement or the Services
            Agreement, EDS will have no liability for any loss or destruction
            of the data of the Licensee beyond any obligations of EDS under
            this Agreement or the Services Agreement respecting the
            safeguarding of such data.

      (b)   Remedies re Nonperformance of Licensed Programs.  For all Claims
            relating to a breach of the warranty contained in Section 4.2
            (Nonperformance of Licensed Programs), Licensee's sole and
            exclusive remedy will be the correction of such breach at no
            charge to Licensee as described in Section 4.3   (Remedies) of this
            Agreement.

      (c)   Exception.  Section 9.3(a)(i) shall not apply in the case of the
            willful misconduct of EDS that is intentionally wrong.

      (d)   Definitions.  In this Section, "Effective Limit of Liability" has
            the meaning attached to such term in the Services Agreement.

9.4   Acknowledgement.  The parries acknowledge that each of the provisions
      of this Agreement including the fees for the license and services, were
      based in part on the limitations contained in Section 9.3 (Remedies and
      Limit of Liability) above and that each party fully understands and
      accepts the obligations and limitations described in this Agreement.

                           ARTICLE X - MISCELLANEOUS

10.1  Other Confidential Information.  In addition to the provisions of
      Section 1.4 (Confidentiality) of this Agreement, each party will use
      the same means as it uses to protect its own confidential information,
      but in any event not less than reasonable means, to prevent the
      disclosure and to protect the confidentiality of both (a) written
      information received from the other party which is marked or identified
      as confidential and (b) oral or visual information identified as
      confidential at the time of disclosure.  The information described in
      the preceding sentence at (a) and (b) will be referred to in this
      Agreement as "Confidential Information".  Each party will use
      Confidential Information received from the other party only in
      connection with the purposes of this Agreement.  The foregoing will not
      prevent either party from disclosing Confidential Information which
      belongs to such party or is: (i) already known by the recipient party
      without an obligation of confidentiality; (ii) publicly known or
      becomes publicly known through no unauthorized act of the recipient
      party; (iii) rightfully received from a third party; (iv) independently
      developed by the recipient party without use of the other party's
      Confidential Information; (v) disclosed without similar restrictions to
      a third party by the party owning the Confidential Information; or
      (vi) approved by the other party for disclosure.  If Confidential
      Information is required to be disclosed pursuant to a requirement of a
      governmental authority, the Confidential Information may be disclosed
      pursuant to such requirement so long as the party required to disclose
      the Confidential Information provides the other party with timely prior
      notice of such requirement and coordinates with such other party in an
      effort to limit the nature and scope of such required disclosure.

10.2  Assignment.  This Agreement will be binding on the parties hereto and
      their successors and permitted assigns.  Neither party may assign this
      Agreement, in whole or in part, without the prior written consent of
      the other party.

10.3  Notices.  Notice under this Agreement shall be deemed given when
      delivered in hand, when transmitted if sent by electronic mail or
      facsimile, or five days after mailing if sent by registered mail,
      return receipt requested, postage prepaid, and addressed as follows:

      In the case of EDS:

            E.D.S. of Canada, Ltd.
            33 Yonge Street
            Suite 810
            Toronto, Ontario M5E 1G4

            Attention:  President

            Telephone:  (416) 814-4500
            Telecopier:  (416) 814-4600

      In the case of Licensee:

            ACC TelEnterprises Ltd.
            90 Galaxy Boulevard
            Etobicoke, Ontario
            M9W 4Y6

            Attention:   Executive Vice-President Operations, Engineering and
                         Service

            Telephone:  (416) 213-2000
            Telecopier: (416) 798-7872

      If a party changes its address for notification purposes, then it shall
      give the other party prior written notice of the new address and the
      date on which it shall become effective.

10.4  Headings.  The article and section headings and the table of contents
      used herein are for reference and convenience only and will not enter
      into the interpretation hereof.

10.5  Relationship of Parties.  EDS, in furnishing services to Licensee, is
      providing services only as an independent contractor.  EDS does not
      undertake by this Agreement or otherwise to perform any obligation of
      Licensee, whether regulatory or contractual.

10.6  Force Majeure.  Each party hereto will be excused from performance
      hereunder (other than the performance of payment obligations) for any
      period and to the extent that it is prevented from performing pursuant
      hereto, in whole or in part, as a result of delays caused by the other
      party or an act of God, war, civil disturbance, court order, labour
      dispute, third party nonperformance or other cause beyond its
      reasonable control, including failures, fluctuations or non-
      availability of electrical power, heat, light, air conditioning or
      telecommunications equipment and such nonperformance will not be a
      default hereunder nor a ground for termination of the License Term or
      the Maintenance Service Term.

10.7  Severability.  If any provision of this Agreement is declared or found
      to be illegal, unenforceable or void (other than a provision relating
      to a payment obligation), then both parties will be relieved of all
      obligations arising under such provision, but if the remainder of this
      Agreement will not be affected by such declaration or finding, then
      each provision not so affected will be enforced to the extent permitted
      by law.

10.8  Legal Fees.  If any legal action or other proceeding is brought for the
      enforcement of this Agreement, or because of an alleged dispute,
      breach, default or misrepresentation in connection with any of the
      provisions of this Agreement, the prevailing party will be entitled to
      recover reasonable legal fees and other costs incurred in that action
      or proceeding, in addition to any other relief to which it may be
      entitled.

10.9  Media Releases. All media releases, public announcements and public
      disclosures by either party or its employees relating to this Agreement
      or its subject matter, including but not limited to promotional or
      marketing material (but not including any announcement intended solely
      for internal distribution or any disclosure required by legal,
      accounting or regulatory requirements beyond the reasonable control of
      a party), will be coordinated with and approved by the other party in
      writing prior to the release thereof.

10.10 No Third Party Beneficiary.  Nothing in this Agreement may be relied
      upon or will benefit any party other than the parties hereto.

10.11 Waiver.  No delay or omission by either party hereto to exercise any
      right or power accruing upon any noncompliance or default by the other
      party with respect to any of the terms of this Agreement will impair
      any such right or power or be construed to be a waiver thereof.  A
      waiver by either of the parties hereto of any of the covenants,
      conditions or agreements to be performed by the other will not be
      construed to be a waiver of any succeeding breach thereof or of any
      other covenant, condition or agreement herein contained.

10.12 Schedules.  The following schedules are incorporated into and form part
      of this Agreement:

      Schedule 1.1       Designated Equipment, Designated Location,
                         Description of Licensed Programs
      Schedule 5.1       Payment and Billing
      Schedule 7.2       Arbitration
      Schedule A         Index of Definitions

10.13 Entire Agreement.  This  Agreement (including the Schedules  hereto and
      all other documents referred to    herein) and the Services Agreement
      constitute the entire agreement between the parties with respect to the
      subject matter of this Agreement and supersede all prior and
      contemporaneous agreements and understandings, whether written or oral,
      between the parties with respect to the subject matter of this
      Agreement including the letter agreement between EDS and Licensee dated
      June 19, 1996.  There are no representations, warranties, conditions,
      understandings or agreements, express or implied, statutory or
      otherwise, relating to this Agreement that are not fully expressed in
      this Agreement or the Services Agreement.

10.14 Survival.  Section 1.8 (Survival), Section 4.4 (No Other Warranties),
      Article V (Payments to EDS) (with respect to amounts owing at
      termination), Article VII (Arbitration), Section 8.4 (Rights Upon
      Termination), Article IX (Indemnification, Remedies and Liability),
      Section 10.1 (Other Confidential Information), Section 10.2     
      (Assignment), Section 10.9 (Media Releases) and this Section 10.14
      (Survival) will survive any termination of this Agreement.

10.15 Governing Law.  This Agreement will be governed by and construed in
      accordance with the laws, other than choice of law rules, of the
      Province of Ontario.

      IN WITNESS WHEREOF, EDS and Licensee have caused this Agreement to be
signed by their duly authorized representatives as of the Effective Date.

E.D.S. OF CANADA, LTD.             ACC TELENTERPRISES LTD.

By: /s/ Sheel Agm Whittaker        By: /s/ Steve M. Dubnik
   ----------------------------       -----------------------------
Print Name: Sheel Agm Whittaker    Print Name: Steve M. Dubnik
           --------------------               ---------------------
Title: President                   Title: Chairman, President + CEO
      -------------------------          --------------------------
   
By: /s/ Jacques Quimet             By: /s/ Margaret A. Barrett
   ----------------------------       -----------------------------
Name: Jacques Quimet               Name: Margaret A. Barrett
     --------------------------         ---------------------------
Title: Vice President              Title: EVP
       Communiciations Division          --------------------------
      -------------------------          
<PAGE>
                                  
<PAGE>
SCHEDULE 1.1

                   Designated Equipment, Designated Location,
                        Description of Licensed Programs


Designated Equipment:

                                             Serial
Manufacturer  Description   Model Number     Number

IBM           AS 400 320    Dual Processor

IBM           AS 400        50-S


Designated Location: EDS Markham IPC

DESCRIPTION OF LICENSED PROGRAMS:

The Licensed Programs consist of all current modules of the IXplus Software
and the modules of the IXplus Software identified below.

A.    IXplus Software

      Menu System
      Menus may be modified to meet business requirements.  Selections can be
      tailored for specific users or departments and passwords may be
      assigned for security.

      Call Rating
      The IXplus Software can process and account for all of the data
      received from the network switching equipment.  The information from
      the switch is converted into a format compatible with the IXplus
      Software and accounting totals are accumulated.  Unbillable calls are
      reported and routed back through the IXplus Software for corrective
      procedures.  These calls are maintained by the IXplus Software until
      they are corrected or deleted.

      The Call Rating subsystem allows for virtually unlimited rate
      structures.  Call Rating variables include:

            V/H Coordinates
            Flat Rate
            Mileage Band
            Area Code
            Rate Step
            Day/Evening/Night - Weekend/Holiday
            Up to 5 additional rate/time classes

      Call Billing
      The Call Billing subsystem creates the customer bill format, offering
      selectable features such as customized messages, call detail reporting
      and discounts.

      The Project Billing subsystem provides a commercial customer with call
      detail plus the total levels required for charge-back of
      telecommunications expenses.  This subsystem also allows for variable
      volume discounts and unlimited rate steps.

      The Cycle Billing subsystem assists cash flow tracking and provides a
      method for distributing the work load more evenly for a large customer
      base.  The Cycle-end reporting subsystem provides the necessary
      checkpoints and controls to properly manage a billing cycle.

      A copy of the printed customer bills may be maintained on-line for
      inquiries, reprints, and archival purposes.  The statement images may
      be transferred to magnetic tape for long-term storage.

      Customer Service (including Calling Card Capability)
      The IXplus Software allows Customer inquiries to be made by name or
      partial name, authorization code, account code, and telephone number.

      Customer calls concerning new business, service changes and complaints
      may be recorded in an on-line database.  Customer service personnel may
      then record the responses to customer calls in the same manner.  A
      follow-up screen may be used by management to insure that the customer
      is being handled in a timely manner.

      Accounts Receivable
      An integral part of the billing system is a complete open item accounts
      receivable system which will assist in cash flow management.

      The Accounts Receivable subsystem provides detailed reports of cash
      receipts, adjustments, customer charges, deposits, account balances,
      and aged receivables.  Numerous inquiry screens display current and
      Historical customer transactions and information regarding collection
      contacts.

      A delinquent processing function provides the ability to customize and
      print past due notices and final notices.

      Traffic Analysis
      The Traffic Analysis subsystem produces a series of reports that
      provides the ability to analyze traffic patterns, time patterns, fine
      usage, and line utilization.  Some of the reports which May be
      generated are:

            Traffic by City
            Traffic by Top 100 Cities
            Traffic Analysis by Product
            Busy Hours by Output Facility and Line
            Traffic Analysis by Output Facility and Line
            Traffic Analysis by Input Facility and Line
            Billing Analysis by Output Facility
            Revenue by Volume and Customer

      BRS - Bill Retrieval System
      The Bill Retrieval System, BRS, is a Windows-based tool for viewing
      microfiche information from IXplus.  The application is designed to be
      an alterative to conventional microfiche technology by accessing the
      microfiche from CD-ROM disks or hard disk drives.

      Multi-bill
      Multi-bill provides the ability to view and analyze long distance
      telephone call records and telephone bills on a personal computer
      utilizing the Microsoft Windows environment.

      800 Portability
      Allows an organization that is defined as a RESP ORG (Responsible
      Organization) to reserve and maintain 800 numbers directly through a
      batch or mechanized interface to the Bell core SMS (Service Management
      System) 800 Database.

      Credit and Collections
      Provides an organized means to solicit payments from customers that
      have delinquent balances.  Generates automatic collection letters as
      well as a work list of delinquent accounts that collectors can use in
      the collection process.

      Private Line Billing
      Provides point-to-point and multi-point circuit billing and charges. 
      The charges and bill presentation are included on a single bill with
      all other products and services.

B.    INM SYSTEM

      Traffic Analysis Software
      The Traffic Analysis Software provides line cost automation, routing,
      verification, traffic engineering and on-line LERG access.

      Call Detail Collection Software
      Call Detail Collection Software communicates with switching equipment,
      billing, traffic and security systems to deliver call detail
      information in real time.  The Call Detail Collection Software and the
      CDR Split Software also converts the call detail information into the
      IXplus CDR format.

      Fraud Detection Software
      The Fraud Detection Software analyzes records and calling patterns from
      the network, alerting via self-adjusting threshold levels of potential
      fraud and its source.

      CDR Search Software
      The CDR Search Software provides a fast record search to display
      selected call records instantly and provide a network wide view across
      all switches on the network.  It also provides multiple search criteria
      and the ability to capture call search records to a file.

      CDR Split Software
      Integrated with the Call Detail Collection Software, the CDR Split
      Software provides a control tool for CDR processing before the billing
      process.  The CDR Split Software forwards CDRs to the proper billing
      center in various regions of the country.  Dropped and rejected records
      are automatically recycled for corrective action and re-entry into the
      billing stream.

      Switch Access
      Switch Access System, which sends updates to the switch as changes to
      the databases occur, provides the following features:

            Prompt and Validate Northern Telecom, DEX or Harris commands on
            the AS/400(20)
            Help for commands (20)
            Pass-through (free format) mode for commands not implemented
            Prioritize and Schedule Command Delivery
            Immediate Execution Mode
            Transmit Commands to Client Server PCs
            Security per Switch Command and User ID
            Communicate commands to Northern Telecom DMS-250,  DEX 400/600 or
            Harris 20/20 switching equipment
            Transaction and error logging
            Per customer, per product, per switch default values (for batch
            upload).  Default profiles will be established to allow batch
            uploads of customer data
            Batch Upload interface to Switch Access System for ANIs, Auths.

      Facilities and Engineering Software
      This software provides the capability to quickly and easily turn a
      service order into a customized workload reporting for all departments,
      event tracking and management for local exchange carrier/inter-exchange
      carrier interconnections and circuit designs with capacity management
      for the network.  This tool set enables telephone companies to build,
      maintain and optimize local exchange carrier and inter-exchange carrier
      transmission networks.

      Trouble Ticketing Software
      Trouble ticketing provides the tools to enter, track and analyze
      problem reports.  Information is provided to service representatives
      and repair technicians to aid in effectively managing customer contact.

      NOTE: The Facilities and Engineering software and the Trouble Ticketing
            software is proprietary third party software.  Licensee shall
            enter into an agreement with third party licensor relating to the
            use of such third parry software if required by the third party
            licensor.  Such third party agreement shall be consistent with
            the terms of this Agreement but at no additional cost to
            Licensee.

<PAGE>
<PAGE>
                                  SCHEDULE 5.1
                              PAYMENT AND BILLING


I.            LICENSE FEE
              The License Fee for the Licensed Programs will be payable as
follows:

                          Milestone                       Amount

              A.    Implementation in Production
                    (Start of Processing Date)           $725,000

              B.    January 1, 1997                      $725,000


II.           MAINTENANCE SERVICE FEE

              Period                                 Maintenance Service Fee

              For the initial twelve month period      $0
              commencing on the Start of
              Processing Date

              For each subsequent twelve month         $240,000
              period that commences prior to the
              fifth anniversary of the termination
              of the term of the Services Agreement
              on an anniversary of the Start of
              Processing Date

              For each subsequent twelve month         15% of then
              period that commences on or after        current License
              the fifth anniversary of termination     Fee for the 
              of the term of Services Agreement        Licensed Programs
              on an anniversary of the start of
              Processing Date

III.          NOTES

1.            Applicable taxes extra.

2.            All dollar amounts are in Canadian dollars.

3.            Maintenance Service Fees are payable in advance.

<PAGE>
    
<PAGE>
                              SCHEDULE 7.2

                                  ARBITRATION

1.        Arbitration Procedure.  All Disputes will be referred to a board of
          arbitration (the "Board") to be settled in accordance with the
          provisions of the Arbitration Act, 1991 (Ontario) and any
          amendments thereto, based upon the following procedure:

  (i)     Subject to paragraph (ii) of this Section 1, the Board will be
          composed of one person appointed by the party requesting a Board
          (the "Applicant"), one person appointed by the other party (the
          "Respondent") and a third person to act as chairman, chosen by the
          other two members of the Board, or, if both parties agree, the
          Board will consist of a sole arbitrator.

  (ii)    The Applicant shall deliver to the Respondent written notice of its
          intent to refer the Dispute to the Board within twenty (20)
          business days following the Resolution Date and shall at the same
          time name its appointee to the Board.  The Respondent shall within
          fifteen (15) business days of receipt of such notice advise the
          Applicant, in writing, of the name of its appointee to the Board. 
          If the Respondent fails to notify the Applicant of its appointee,
          the Respondent shall be deemed to have concurred in the appointment
          of the arbitrator appointed by the Applicant, and such arbitrator
          shall constitute the Board.

  (iii)   If the Respondent appoints an arbitrator pursuant to
          paragraph 1(ii) above, then, within five (5) business days of the
          appointment of such additional arbitrator, the two appointed
          arbitrators shall agree on the appointment of an additional
          arbitrator to act as chairperson (the "Chairperson").  If the
          appointed arbitrators cannot agree on the additional arbitrator,
          the Applicant or Respondent may apply to the Ontario Court to
          appoint an impartial third member to act as Chairperson or promptly
          take such other action to appoint a Chairperson as the parties may
          agree.

  (iv)    No person may be appointed as an arbitrator unless he or she is
          independent of the Applicant and Respondent, is skilled in the
          subject matter of the Dispute and is not directly or indirectly
          carrying on or involved in a business being carried on in
          competition with the business of the parties.

  (v)     The decision of the Board shall be made by a majority vote or by
          the sole arbitrator, as the case may be.  In the event of the
          failure of the Board to reach a majority decision, the decision of
          the Chairperson shall constitute the decision of the Board.

  (vi)    The decision of the Board with respect to the Dispute shall be made
          in writing within the sixty (60) days period following the
          appointment of the last member to the Board, shall be final and
          binding on the parties, not subject to any appeal, and shall deal
          with the question of costs of arbitration and all related matters.

  (vii)   The arbitration shall take place in Toronto, Ontario.

  (viii)  The time limits referred to in this Schedule may be extended by
          mutual agreement of the parties.

<PAGE>
                                   SCHEDULE A
                              INDEX OF DEFINITIONS



"Additional Services" has the meaning set out in Section 3.3.

"Agreement" has the meaning set out in the first paragraph.

"Board" has the meaning set out in Schedule 7.2.

"Changes" has the meaning set out in Section 6.2.(d).

"Claims" has the meaning set out in Section 9.1.

"Confidential Information" has the meaning set out in Section 10.1.

"Delivery Date" has the meaning set out in Section 2.1.

"Designated Equipment" has the meaning set out in Section 1.1(a).

"Designated Location" has the meaning set out in Section 1.1(a).

"Disputes" has the meaning set out in Section 7.1.

"Documentation" has the meaning set out in Section 1.1(b).

"EDS" has the meaning set out in the first paragraph of this Agreement.

"Effective Date" has the meaning set out in the first paragraph of this
Agreement.

"Effective Limit of Liability" has the meaning set out in the Services
Agreement.

"License" has the meaning set out in Section 1.1.

"License Fee" has the meaning set out in Section 5.1.

"License Term" has the meaning set out in Section 2.2.

"Licensed Programs" has the meaning set out in Section 1.1(a).

"Licensee" has the meaning set out in the first paragraph of this Agreement.

"Maintenance Service Fee" has the meaning set out in Section 5.2.

"Maintenance Service Team" has the meaning set out in Section 2.3.

"Releases" has the meaning set out in Section 3.2(c).

"SE Services" has the meaning set out in the Services Agreement.

"Services Agreement" has the meaning set out in Section 2.1.

"Start of Processing Date" has the meaning set out in the Services Agreement.

"Source Code" has the meaning set out in Section 6.2.

"Source Code License" has the meaning set out in Section 6.2.

"Source Code License Fee" has the meaning set out in Section 6.2.

"Systems" has the meaning set out in the Services Agreement.

