
Seal of                        DOCUMENT GENERAL            Exhibit 10-25   D
Province of Ontario     Form 4 -- Land Registration Reform Act 1984


<TABLE>
<CAPTION>
<S>                          <C>                              <C>                                    <C>
F                            (1)Registry / / Land Titles /x/  (2)       Page 1 of 12 pages
O                            -------------------------------  -------------------------------------  ---------------------------
R                            (3) Property             Block    Property
                                 Identifier(s)                                                       Additional:
O                                                                                                    See
F                                                                                                    Schedule /  /
F                             ------------------------------  -------------------------------------  ---------------------------
I                            (4) Nature of Document 
C                                NOTICE OF CHARGE OF LEASE     (Subsection 111(6) of the Act)
E                            -------------------------------  -------------------------------------  ---------------------------
                              (5) Consideration
U                                TWO------------100 Dollars    $2.00
S   ----------------------- --------------------------------  -------------------------------------  ---------------------------
E                             (6) Description

O  New Property Identifiers       Parcel 1-3, Section AD-87
N           Additional:           City of Toronto 
L           See                   Municipality of              Metropolitan Toronto
Y           Schedule /  /         (Continued on Schedule A)
   ------------------------- -------------------------------  -------------------------------------  ---------------------------
   Executions                 (7) This     (a) Redescription   (b) Schedule for:
            Additional           Document      New Easement                                           Additional
            See                  Contains:    Plan/Sketch //       Description /x/                    Parties  / /      Other
            Schedule /  /
   ------------------------- -------------------------------  -------------------------------------  ---------------------------

</TABLE>
(8)This Document provides as follows:

To:  The Land Registrar for the Land Titles  Division of Metropolitan 
     Toronto (No. 66)

The undersigned, ACC TelEnterprises Ltd./TelEntreprises ACC Ltee. hereby 
applies for the entry of a notice of a charge of lease dated January 14, 
1997 wherein ACC TelEnterprises Ltd./TelEntreprises ACC Ltee. charged to 
First Union National Bank of North Carolina, as Agent its interest in the 
leases of which notice is registered as No. C959862 and No.             , 
in respect of part of the lands and premises registered as Parcel 1-3, 
Section AD-87 (more particularly described in Box (6) hereof of which 945169
Ontario Limited is the registered owner of a 1/3 interest and Royal Trust 
Corporation of Canada, as trustee, is the registerd owner of a 2/3 interest.
                                                  Continued on Schedule /x/
---------------------------------------------------------------------------
(9) This Document relates to instrument number(s)

                                 
                                 Nos. C959862 and
---------------------------------------------------------------------------
10)Party(ies) (Set out Status or Interest)
<TABLE>
<CAPTION>
<S>                                           <C>                          <C>
   Name(s)                                    Signature(s)                 Date of Signature
                                                                           Y     M    D
ACC TELENTERPRISES LTD/TELENTREPRISES ACC     Per:  /s/ John J. Zimmer     1997  1    8
LTEE. (Tenant)  (Chargor)                     Name:  John J. Zimmer
                                              Title:  Assistant Controller

We have authority to bind the Corporation     Per:  /s/ Daniel J. Venuti   1997  1    8
                                              Name:  Daniel J. Venuti
                                              Title:  Authorized Signatory
</TABLE>
-----------------------------------------------------------------------------
(11) Address
    for
    Service    5343 Dundas Street West, Suite 600, Etobicoke, Ontario  M9B 6K5
------------------------------------------------------------------------------
(12) Party(ies) (Set out Status or Interest)
    Name(s)                       Signature(s)         Date of Signature
                                                       Y     M    D
    FIRST UNION NATIONAL BANK OF NORTH
    CAROLINA AS AGENT
    (Chargee)
------------------------------------------------------------------------------
(13) Address
    for Service
    1  First Union Center, TW10, 301 S. College Street, 
    Charlotte, North Carolina  28288
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                           <C>                         <C>       <C>
(14) Municipal Address of Property            (15)Document Prepared by:   F                     Fees and Tax                       
                                                                          O         ----------------------------------------
    One Toronto Street                           Fraser & Beatty          R
    Toronto, Ontario                             P.O. Box 100                       Registration Fee
                                                 1 First Canadian Place   O         ----------------------  ----------------
                                                 Toronto, Ontario         F
                                                 M5X 1B2                  F
                                                 (MJW)                    I         ----------------------  ----------------
                                                                          C
                                                                          E

                                                                          U         ----------------------  ----------------
                                                                          S
                                                                          E

                                                                          O
                                                                          N
                                                                          L             Total
                                                                          Y         ----------------------  ----------------
                                                                                    
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
                                  SCHEDULE

BOX 6 -DESCRIPTION CON'T . . .

Parcel 1-3, Section AD-87, City of Toronto, Municipality of
Metropolitan Toronto, being parts of Lots 1, 2, 3, 4 and 5 on
the south side of Court Street, part of Lots 1, 2, 3, 4, 5, 6,
7, 8, 9, 10, 11, 12 and 13 on the north side of King Street
East, part of the Court House Lot, part of the Home District
Gaol Lot all on Plan D-87 (City of Toronto) designated as
PARTS 6, 7, 8, 9, 15, 16, 17, 18, 19, 20, 21, 22, 25, 31, 32,
33, 34, 35, 36, 37, 40, 41, 43, 44, 45, 46, 47, 48, 52, 55, 56,
57, 58, 61, 62, 64, and 65 on Plan 66R-16018.

Plan BA-2190 on a Plan under the Boundaries Act as Plan D-857
confirms the boundaries of the street limits of King Street
East, Church Street, Court Street and Toronto Street (See C-
194337).

As in Instrument No. C-898674.
<PAGE>

Seal of                    CHARGE/MORTGAGE OF LAND                 B

Province of Ontario    Form 2 -- Land Registration Reform Act, 1984

<TABLE>
<CAPTION>
<S>                                         <C>                               <C>                                  <C>
F                                            (1)Registry /  / Land Titles /x/ (2)       Page 3 of 12 pages                          
O                                           --------------------------------- -----------------------------------  -------------
R                                            (3) Property               Block     Property
                                                 Identifiers                                                        Additional
O                                                                                                                   See
F                                           -                                                                       Schedule / /
F                                           ---------------------------------  ----------------------------------  --------------
I                                            (4) Principal Amount
C                                                FIFTY MILLION---------00/100  Dollars ($50,000,000.00)
E
                                            ------------------------------------------------------------------------------------
U   New Property Identifiers                 (5) Description
S               Additional:
E               See                              Parcel 1-3, Section AD-87
                Schedule /  /                    City of Toronto,
O   -------------------------------------        Municipality of Metropolitan Toronto,
N   Executions                                   Land Titles Division of Metropolitan Toronto (No.66)
L               Additional:                      (Continued on Schedule A attached)
Y               See 
                Schedule / /
    --------------------------------------   -----------------------------------------------------------------------------------
    (6) This     (a) Redescription           (b) Schedule for:                           (7) Interest/Estate Charge
        Document     New Easement
        Contains     Plan/Sketch /  /                           Additional                     ---------e
                                             Description /  / Parties /  /  Other  /x/  
                                                                                               LEASEHOLD INTEREST
    --------------------------------------  ------------------------------------------------------------------------------------
</TABLE>
(8) Standard Charge Terms -- The parties agree to be bound by the provisions 
    in Standard Charge Terms filed as number 911 and the
    Chargor(s) hereby acknowledge(s) receipt of a copy of these terms
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                            <C>                                           <C>
(9) Payment Provisions                         (b) Interest Rate                             (c) Calculation Period
     (a) Principal                                                    % per annum
         Amount $ SEE SCHEDULE
 -------------------------------------------   ---------------------------------------------------------------------------------
         Interest    Y   M   D                      Payment                                      First            Y   M  D
     (d) Adjustment                             (e) Date and                                 (f) Payment
         Date                                       Period                                       Date
  ------------------------------------------   ---------------------------------------------------------------------------------
         Last                                       Amount
     (g) Payment                                (h) of Each
         Date                                       Payment                                                    Dollars $
   -----------------------------------------   ---------------------------------------------------------------------------------
         Balance                                (j) Insurance                                                  Dollars $
     (i) Due Date
        -----------------------------------------   ----------------------------------------------------------------------------
10) Additional Provisions

    SEE SCHEDULE                                                                     Continued on Schedule  /x/
 ------------------------------------------    ---------------------------------------------------------------------------------
</TABLE>
(11) Chargor(s)  The chargor hereby charges the land to the chargee and 
     certifies that the chargor is at least eighteen years old
     and that the Chargor is a corporation
<TABLE>
<CAPTION>
(S>                                                                       <C>                             <C>
    The chargor(s) acknowledge(s) receipt of a true copy of this charge

    Name(s)                                                                Signature(s)                    Date of Signature
                                                                                                           Y     M     D

    ACC TELENTERPRISES LTD./TELENTREPRISES ACC LTEE.                       Per:  /s/ John J. Zimmer        1997 1     8
                                                                           Name:  John J. Zimmer
                                                                           Title:  Assistant Controller

    I/We have authority to bind the Corporation.                           Per:  /s/ Daniel J. Venuti      1997 1     8
                                                                           Name:  Daniel J. Venuti
                                                                           Title:  Authorized Signatory
-------------------------------------------------------------------------  ------------------------------  ---------------------
(12) Spouse(s) of Chargor(s)  I hereby consent to this transaction

    Name(s)                                                                Signature(s)                      Date of Signature
                                                                                                              Y     M     D
-------------------------------------------------------------------------  ------------------------------   --------------------
(13)Chargor(s) Address
    for Service
             Suite 600, 5343 Dundas Street West, Etobicoke, Ontario,         M9B 6K5
-------------------------------------------------------------------------  ------------------------------   --------------------
(14) Chargee(s)

    FIRST UNION NATIONAL BANK OF NORTH CAROLINA, AS AGENT
-------------------------------------------------------------------------  ------------------------------   --------------------
(15) Chargee(s) Address
    for service
    One First Union Center, TW 10, 301 S. College Street, Charlotte,         North Carolina 28288
-------------------------------------------------------------------------   -----------------------------    -------------------
(16)Assessment Roll Number of Property   Cty      Mun      Map       Sub      Par

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

(17) Municipal Address of Property             (18) Document Prepared by:     F        Fees and Tax
                                                                              O -------------------------
    One Toronto Street                           Michael J. Wunder            R
    Toronto, Ontario                             Fraser & Beatty                  Registration Fee
                                                 1 First Canadian Place       O
                                                 P.O. Box 100                 F -------------------  ----
                                                 Toronto, Ontario M5X 1B2     F
                                                                              I
                                                                              C
                                                                              E  ------------------  ----

                                                                              U
                                                                              S
                                                                              E  ------------------  ----

                                                                              O
                                                                              N    Total
                                                                              L
                                                                              Y
------------------------------------------------------------------------    ------------------------------    ------------------
</TABLE>
<PAGE>


                  MORTGAGE OF LEASEHOLD INTEREST


          This agreement made as of the 14th day of January, 1997.

BETWEEN:

               ACC TELENTERPRISES LTD./TELENTREPRISES ACC
               LTEE., a corporation amalgamated under the laws of the
               Province of Ontario

                                                OF THE FIRST PART

               -and-

               FIRST UNION NATIONAL BANK OF NORTH
               CAROLINA, AS AGENT

                                               OF THE SECOND PART


          WHEREAS ACC Long Distance Ltd./Interurbains ACC Ltee. ("ACC
Ltd.") entered into a lease dated as of November 1, 1990 between ACC Ltd.,
as tenant, and King-Toronto Development Inc. as landlord (the "Original
Lease") (945169 Ontario Limited, as to a one-third interest, and Royal
Trust Corporation of Canada, as trustee for The Standard Life Assurance
Company), as to a two-thirds interest, has subsequently become the landlord
under the Lease), relating to leased premises on the lands and premises
known as 1 Toronto Street, 70 King Street East and 92 King Street East,
Toronto, Ontario and more particularly described in Schedule "A" hereto
(which leased premises are hereinafter referred to as the "Lands");

          AND WHEREAS ACC Ltd. amalgamated with ACC Long Distance
Inc./Interurbains ACC Inc., ACC Network Ltd. and 1154653 Ontario Inc. on
December 31, 1995 and continued as ACC Long Distance Inc./Interurbains ACC
Inc. ("ACC Inc.");

          AND WHEREAS ACC Inc. entered into a lease of additional space
with the landlord dated October 10, 1996 (the "New Lease") (the Original
Lease and the New Lease, as the same may be hereafter amended, extended or
replaced from time to time are hereinafter collectively called the
"Lease");

          AND WHEREAS ACC Inc. amalgamated with, among others ACC
TelEnterprises Ltd./TelEntreprises ACC Ltee. effective January 1, 1997 and
continued as ACC TelEnterprises Ltd./TelEntreprises ACC Ltee. (the
"Company");

          AND WHEREAS the Company has agreed to mortgage, charge and assign
all of its right, title and interest in and to and all benefits arising
under or in respect of the Lease including without limitation its rights
and interests in the aforesaid storage space and the Lands (which rights,
title, interests and benefits are hereinafter collectively called the
"Leasehold Interest") to the Mortgagee (as that term is hereinafter
defined) as security for payment of the Indebtedness;

          NOW WITNESS that in consideration of the sum of TWO DOLLARS
($2.00) now paid by the Mortgagee to the Company and other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged by the Company), the Company hereby agrees with the Mortgagee
as follows:

          1.   Subject to the exception as to leasehold hereinafter
contained, the Company, as security for repayment of the sum of Fifty
Million ($50,000,000 Cdn.) Canadian Dollars and the "Obligations" (as that
term is hereinafter defined) of the Company under or pursuant to the
certain amended and restated credit agreement dated January 14, 1997
between ACC Corp. and certain subsidiaries thereof (including without
limitation the Company), as borrowers, ACC Corp. as guarantor, the lenders
referred to therein, First Union National Bank of North Carolina, as
Managing Agent and Administrative Agent and Fleet National Bank, as
Managing Agent and Documentation Agent (such amended and restated credit
agreement as may be amended, supplemented, replaced or restated from time
to time being hereinafter called the "Credit Agreement") (the term
"Obligations" shall have the same meaning ascribed thereto in


<PAGE>

                               -2-

the Credit Agreement) (all of the Company's foregoing indebtedness and the
Obligations being hereinafter called the "Credit Agreement Indebtedness")
together with interest thereon at the rate of twenty-five (25%) percent per
annum calculated and payable monthly not in advance, both before and after
demand and before and after default, judgment and execution from the date
hereof until payment (the Credit Agreement Indebtedness, together with
interest thereon as set out above is hereinafter collectively referred to
as the "Indebtedness"), hereby mortgages, charges and assigns to First
Union National Bank of North Carolina, as Administrative Agent for the
benefit of itself and the financial institutions as are, or may from time
to time become lenders under the Credit Agreement (the "Mortgagee"), and
grants to the Mortgagee a security interest in the Leasehold Interest.

          TO HAVE AND TO HOLD the assets hereby mortgaged and charged to
the Mortgagee, its successors and assigns, forever but subject to the terms
and conditions herein set forth.

          2.   It is hereby declared that the last day of any term of years
reserved by any lease, verbal or written, or any agreement therefor
(including without limitation the Lease), now held or hereafter acquired by
the Company, and whether falling within the general or particular
description of the mortgaged premises hereunder or otherwise shall be
excepted out of the mortgage and charge constituted hereby or by any other
agreement, but the Company shall stand possessed of the reversion of one
day remaining in the Company in respect of any such term of years, for the
time being demised, as aforesaid, upon trust to assign and dispose of the
same as any purchaser of such term of years shall direct.

          3.   The Company hereby covenants and agrees that it shall at all
times, at its own cost and expense, do, execute, acknowledge and deliver or
cause to be done, executed, acknowledged or delivered all and singular
every such further act, deed, transfer, assignment and assurance as the
Mortgagee may reasonably require for the better mortgaging, charging,
transferring, assigning and confirming unto the Mortgagee the property and
assets hereby mortgaged and charged or intended so to be or which the
Company may hereafter become bound to mortgage charge, transfer or assign
in favour of the Mortgagee and for the better accomplishing and
effectuating of this mortgage.

          4.   The Mortgagee shall not in any way whatsoever be obligated
to perform any covenants or obligations of the Company under the Lease.

          5.   The Company represents and warrants to the Mortgagee and
each Lender (as that term is defined in the Credit Agreement) party to the
Credit Agreement that as of the date hereof:  (a) the Lease has not been
surrendered or forfeited; (b) the rents and covenants therein contained
have been duly paid and performed by the Company; (c) the Company has full
right, power and authority to mortgage and charge the Lease and the
Leasehold Interest as contemplated hereby; and (d) the Company has obtained
the consent of the Landlord to the mortgaging and charging of the Lease and
the Leasehold Interest (if such consent is required to be obtained from the
Landlord).

          6.   The Company hereby covenants and agrees to and with the
Mortgagee and each Lender party to the Credit Agreement that until the
Indebtedness has been repaid in full, the Company:

          (a)  shall not without the prior written consent of the Mortgagee
               create any lien upon or assign or transfer as security or
               pledge or hypothecate any asset subject to the mortgage and
               charge hereof except to the Mortgagee and  the Company will
               not, in the ordinary course of business or otherwise, sell,
               transfer, assign, or otherwise dispose of any such asset
               without the prior written consent of the Mortgagee;

          (b)  shall not without the prior written consent of the Mortgagee
               merge or amalgamate with any other corporation;

          (c)  shall insure and keep insured the buildings, erections,
               fixtures, improvements, premises and all other assets hereby
               charged against loss or damage by fire and other insurable
               hazards which such assets are commonly insured against in
               the Province of Ontario to the full insurable



<PAGE>

                               -3-

               value thereof; the Company shall duly and promptly pay all
               premiums and other sums of money payable for maintaining
               such insurance and shall cause all insurance proceeds
               thereunder to be payable in the case of loss to the
               Mortgagee as first mortgagee and loss payee such insurance
               policy(ies) to contain a standard mortgage clause and the
               Company shall, upon request from the Mortgagee, provide to
               the Mortgagee evidence of the payment of such premiums and
               the assignment of such insurance proceeds to the Mortgagee;
               and

          (f)  shall strictly comply with every covenant and undertaking
               heretofore or hereafter given by it to the Mortgagee.

          7.   The Company covenants and agrees to and with the Mortgagee
and each Lender party to the Credit Agreement that:

               (a)  it shall at all times fully perform and comply with all
                    of its covenants and obligations contained in the
                    Lease, and imposed upon or assumed or agreed to by it
                    pursuant to any prior encumbrance of the Lands or any
                    part thereof or its Leasehold Interest therein and
                    that, if the Company shall fail to do so the Mortgagee
                    may (but shall not be obligated to) take any action the
                    Mortgagee deems necessary or desirable to cure any
                    default by the Company in the performance of or
                    compliance with any of the obligations of the Company
                    pursuant to the Lease or imposed upon, assumed by or
                    agreed to by the Company pursuant to any such prior
                    encumbrance; upon receipt by the Mortgagee from the
                    Landlord or from any such prior encumbrancer of any
                    written notice of default by the Company, the Mortgagee
                    may rely thereon and take any action as aforesaid to
                    cure such default even though the existence of such
                    default or the nature thereof may be questioned or
                    denied by the Company or by any party on behalf of the
                    Company; the Company hereby expressly grants to the
                    Mortgagee and agrees that the Mortgagee shall have the
                    absolute and immediate right to enter in and upon the
                    Lands or any part thereof to such extent and as often
                    as the Mortgagee, in its sole discretion, deems
                    necessary or desirable, in order to cure any such
                    default by the Company; the Mortgagee may pay and
                    expend such sums of money as the Mortgagee in its sole
                    discretion, acting reasonably, deems necessary or
                    desirable for any such purpose, and the Company hereby
                    agrees to pay to the Mortgagee, immediately upon
                    notification by the Mortgagee and without demand, all
                    such sums so paid and expended by the Mortgagee,
                    together with interest thereon at the rate applicable
                    to the Indebtedness from time to time; all such sums so
                    paid or expended by the Mortgagee and such interest
                    thereon, shall be secured hereby in addition to the
                    Indebtedness and in priority to all other mortgages and
                    charges;

               (b)  it shall not surrender the Lease or any rights of
                    renewal with respect thereto nor terminate nor cancel
                    the Lease without the prior written consent of the
                    Mortgagee and that the Company will not, without the
                    prior written consent of the Mortgagee, modify, revise,
                    alter or amend the Lease, either orally or in writing;

               (c)  no release or forbearance of any of the Company's
                    covenants and obligations contained in the Lease or
                    pursuant to any prior encumbrance of the Leasehold
                    Interest or any part thereof shall release the Company
                    from any of its obligations contained herein;

               (d)  unless the Mortgagee shall otherwise expressly consent
                    in writing, the title in fee simple to the Lands and
                    the Leasehold Interest shall not merge but shall always
                    remain separate and distinct,


<PAGE>

                               -4-

                    notwithstanding the union of said estates in either the
                    Landlord or the Company, by purchase or otherwise;

               (e)  if the Company shall, at any time prior to the
                    repayment in full of the Indebtedness, purchase or in
                    any way acquire the freehold title to the Lands, this
                    mortgage and charge shall attach, extend to and
                    constitute a mortgage and charge of such freehold
                    estate;

               (f)  it will indemnify and save harmless the Mortgagee and
                    each Lender party to the Credit Agreement from and
                    against any and all losses, costs, claims, actions,
                    damages and expenses (including without limitation
                    legal fees and disbursements on a solicitor and client
                    basis) incurred or suffered by the Mortgagee and/or any
                    such Lender or its agents or employees as a result of
                    or in connection with the presence, removal, disposal
                    or movement of any hazardous waste or substance on the
                    Lands which is not in compliance with Applicable Law;

               (g)  it will at any time and from time to time, upon request
                    from the Mortgagee, deliver to the Mortgagee a
                    statement in writing certifying that: the Lease is in
                    full force and effect; there are no defaults under the
                    Lease; the Lease has not been modified or amended; all
                    amounts required to be paid by the Company under the
                    Lease have been paid to the date of the certificate;

               (h)  upon the occurrence of a default hereunder, the
                    Mortgagee may peaceably and quietly enter upon and use,
                    occupy, possess and enjoy the Lands and the Leasehold
                    Interest, free from all encumbrances, liens and
                    charges, without hindrance, interruption or denial of
                    the same by the Company or any other person or persons,
                    save only the rights of the Landlord under the Lease;

               (i)  the Company hereby assigns and transfers to the
                    Mortgagee all of the Company's right, title and
                    interest in and to the benefit of any and all non-
                    disturbance, attornment or like agreements to which the
                    Company is now or may hereafter become a party (and the
                    Company covenants and agrees to and with the Mortgagee
                    that the Company shall use its best efforts at its own
                    cost and expense to obtain from all appropriate third
                    parties non-disturbance, attornment or other similar
                    agreements in favour of the Mortgagee in form and
                    substance satisfactory to the Mortgagee); and

               (j)  the Company shall not subordinate or postpone or agree
                    to subordinate or postpone the Leasehold Interest or
                    the Mortgagee's security interests, charges or rights
                    therein, to or in favour of any lien, charge or
                    encumbrance without the prior written consent of the
                    Mortgagee.

          8.   The Indebtedness shall become payable and the security
hereby constituted shall become enforceable in each and every of the events
following (each of such events being hereinafter referred to as an "Event
of Default"):

               (a)  if an Event of Default (as defined in the Credit
                    Agreement) occurs;

               (b)  if the Company defaults in the observance or
                    performance in any material respect of any of its
                    covenants, agreements or other obligations under this
                    mortgage, provided however that if such default is
                    curable, such default has not been remedied within 30
                    days after the Secured Party has given notice to the
                    Company to remedy the default;


<PAGE>

                               -5-

               (c)  if an order is made or a resolution passed for the
                    winding-up of the Company, or if a petition is filed
                    for the winding-up of the Company;

               (d)  if the Company ceases or threatens to cease to carry on
                    business or if the Company commits or threatens to
                    commit any act of bankruptcy or if the Company becomes
                    insolvent or makes an assignment or proposal in
                    bankruptcy or makes a bulk sale of its assets or if a
                    bankruptcy petition is filed or presented against the
                    Company;

               (e)  if any proceedings with respect to the Company are
                    commenced under the COMPANIES' CREDITORS ARRANGEMENT
                    ACT or the BANKRUPTCY AND INSOLVENCY ACT or if the
                    Company shall seek relief or consent to the filing of a
                    petition against it under any law which  involves any
                    compromise of any creditor's rights against the
                    Company;

               (f)  if an execution or any other process of any court
                    becomes enforceable against the Company or if a
                    distress or analogous process is levied upon the
                    property of the Company or any part thereof; or

               (g)  if any licences, permits or approvals required by any
                    law, regulation or governmental policy or any
                    governmental agency or commission for the operation by
                    the Company of its business shall be withdrawn or
                    cancelled.

          9.   No waiver by the Mortgagee of any of its rights or remedies
hereunder shall be considered a waiver of any other or subsequent right or
remedy of the Mortgagee, no delay or omission in the exercise or
enforcement by the Mortgagee of any right or remedy shall be considered as
a waiver of such right or remedy of the Mortgagee and no exercise or
enforcement of such right or remedy shall exhaust or preclude the exercise
of any other right or remedy by the Mortgagee.

          10.  Upon the occurrence and during the continuance of an Event
of Default the Mortgagee may: (a) take possession of all or part of the
Lands and the Leasehold Interest with the power to exclude the Company, its
agents and servants therefrom; and (b) enter upon and lease or sell the
whole or any part or parts of the property and assets charged hereby and
any such sale may be made hereunder by public auction, by public tender or
by private contract, with or without notice and with or without advertising
and without any other formality, all of which are hereby waived by the
Company to the fullest extent permitted by law and such sale shall be on
such terms and conditions as to credit or otherwise and as to upset or
reserve bid or price as to the Mortgagee in its sole discretion may seem
advantageous and such sale may take place whether or not the Mortgagee has
taken possession of such property and assets.

          11.  Upon the occurrence of an Event of Default, the Mortgagee
may appoint by instrument in writing a receiver (including a receiver and
manager) or receivers of the Leasehold Interest or any part thereof (which
receiver or receivers may be any person or persons, whether an officer or
officers or employee or employees of the Mortgagee or not and the Mortgagee
may remove any receiver or receivers so appointed and appoint another or
others in his or their stead) and any receiver or receivers so appointed
shall have the power to:

               (a)  take possession of and to use the Leasehold Interest or
                    any part thereof;

               (b)  preserve and maintain the Leasehold Interest as the
                    receiver shall deem advisable;

               (c)  borrow money required for the preservation or
                    protection of the Leasehold Interest or any part
                    thereof;



<PAGE>

                               -6-

               (d)  further charge the Leasehold Interest in priority to
                    the security interests of this mortgage as security for
                    monies so borrowed; and

               (e)  sell, lease or otherwise dispose of the whole or any
                    part of the Leasehold Interest on such terms and
                    conditions and in such manner as the receiver shall
                    determine in its sole and unfettered discretion.

               The Mortgagee shall not be responsible for any actions or
errors of omission by the receiver or receivers in exercising any such
powers.

          12.  All rights and remedies of the Mortgagee contained herein
shall be cumulative, and all such rights and remedies may be pursued
jointly and separately, successively or concurrently at the sole discretion
of the Mortgagee.

          13.  The Company agrees to pay to the Mortgagee forthwith on
demand all costs, charges, expenses and fees (including without limitation
all legal fees and disbursements on a solicitor and client basis) of or
incurred by the Mortgagee and by any receiver or receivers or agent or
agents appointed by the Mortgagee in connection with the enforcement of
this mortgage, whether by realization, taking possession of the Tenant's
Leasehold Interest or otherwise.  All such sums, together with interest
thereon at the rate or rates applicable to the Indebtedness shall be
secured by the charges contained herein.  The term "receiver" as used in
this mortgage includes a receiver and manager.

          14.  Upon payment by the Company, its successors or assigns, of
the Indebtedness hereby secured (including without limitation interest,
costs and expenses), the Mortgagee shall upon request in writing by the
Company, its successors or assigns, deliver up this mortgage to the
Company, its successors or assigns and, at the expense of the Company,
cancel and discharge the charge of this mortgage and execute and deliver to
the Company, its successors or assigns such deeds or other instruments as
shall be requisite to discharge the charge constituted hereby.

          15.  This security is in addition to and not in substitution for
any other security now or hereafter held by the Mortgagee or any Lender
party to the Credit Agreement.

          16.  In the event that any provision hereof is for any reason
held by a court of competent jurisdiction to be invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not
affect any other provision hereof and this mortgage shall be construed as
if such invalid, illegal or unenforceable provision had never been
contained herein.

          17.  This mortgage shall be governed by the laws of the Province
of Ontario and the federal laws of Canada applicable therein and all
disputes among the parties hereto shall be submitted to the courts of the
Province of Ontario provided that the Mortgagee shall be entitled to
commence actions in the courts of any other jurisdiction at its discretion
for the purpose of enforcing the provisions hereof.

          18.  All notices, demands, requests, consents and other
communications required or permitted or otherwise to be given for any
purpose hereunder shall be in writing and shall be communicated by personal
delivery or by facsimile transmission to the respective addresses herein
set forth, or such other addresses which the parties hereto may from time
to time designate by written notice to the other as required herein.  All
notices, demands, requests, consents and other communications shall be
addressed as follows:

               (a)  If to the Company, to it at:

                    5343 Dundas Street West
                    Suite 600
                    Etobicoke, Ontario
                    M9B 6K5

                    Attention: Barry Singer
                    Facsimile No.: (416) 236-7392


<PAGE>

                               -7-

               (b)  If to the Mortgagee, to it at:

                    First Union National Bank of North Carolina
                    One First Union Center
                    TW10, 301 S. College Street
                    Charlotte, North Carolina 28288

                    Attention:Syndication Agency Services
                    Facsimile No.: (704) 383-0288

Each communication given by personal delivery or by facsimile transmission
shall be deemed to have been received by the party to which it is so
addressed on the date of such personal delivery or facsimile transmission,
provided that it is delivered or faxed before 5:00 p.m. (Toronto, Ontario
time) on a Business Day (failing which, receipt shall be deemed to have
occurred on the next following Business Day).  For the purposes of this
mortgage, a "Business Day" means a day on which Bank of Montreal's main
Toronto, Ontario branch (at 1 First Canadian Place) is open for normal
banking business, but specifically excludes any Saturday, Sunday or any
other day which is a statutory holiday in Toronto, Ontario.

          19.  This mortgage shall enure to the benefit of the Mortgagee
and each Lender which is now or may hereafter become a party to the Credit
Agreement and their respective successors and assigns and it shall be
binding upon the Company and its successors and assigns.  The Mortgagee and
each Lender which is now or may hereafter become a party to the Credit
Agreement shall be entitled in its sole and unfettered discretion, without
the consent of the Company, to assign the indebtedness hereunder (and any
and all security therefor or interest therein) to any assignee or assignees
and the Company shall, at the Mortgagee's request, execute or cause to be
executed all documents required by the Mortgagee to facilitate such
assignment.  The Company shall not, without the Mortgagee's prior written
consent, assign any interest herein to any other person, firm, corporation
or other entity whatsoever.

          20.  Notwithstanding anything else herein contained, payment by
Company to the Mortgagee of the Credit Agreement Indebtedness and other
costs and expenses (and interest thereon) contemplated thereby shall
constitute satisfaction and payment of the Indebtedness owing by the
Company to the Mortgagee hereunder.

          21.  In the event of any of any conflict or inconsistency
between  the  terms
and conditions contained herein and the terms and conditions contained in
Standard Charge Terms 911, the terms and conditions contained herein shall
govern to the extent of such conflict or inconsistency and the provisions
of the Standard Charge Terms No. 911 shall be deemed to be varied
accordingly.

          22.  Unless otherwise stated herein, all dollar amounts referred
to herein are denominated in Canadian dollars.

          IN WITNESS WHEREOF the Company has caused its corporate seal to
be affixed to this mortgage under the hands of by its proper officers duly
authorized in that behalf as of the 14th day of January, 1997.


                              ACC TELENTERPRISES LTD./ TELENTREPRISES ACC
                              LTEE.


                              Per:  /S/ JOHN J. ZIMMER
                              Name:  John J. Zimmer c/s
                              Title:  Assistant Controller


                              Per:  /S/ DANIEL J. VENUTI
                              Name:  Daniel J. Venuti
                              Title:  Authorized Signatory


<PAGE>

                               -8-

                           SCHEDULE "A"

                    LEGAL DESCRIPTION OF LANDS

Parcel 1-3, Section AD-87, City of Toronto, Municipality of Metropolitan
Toronto, being parts of Lots 1, 2, 3, 4 and 5 on the south side of Court
Street, part of Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 on the
north side of King Street East, part of the Court House Lot, part of the
Home District Gaol Lot all on Plan D-87 (City of Toronto) designated as
PARTS 6, 7, 8, 9, 15, 16, 17, 18, 19, 20, 21, 22, 25, 31, 32, 33, 34, 35,
36, 37, 40, 41, 43, 44, 45, 46, 47, 48, 52, 55, 56, 57, 58, 61, 62, 64 and
65 on Plan 66R-16018.

Plan BA-2190 on a Plan under the Boundaries Act as Plan D-857 confirms the
boundaries of the street limits of King Street East, Church Street, Court
Street and Toronto Street (See C-194337).

As in Instrument No. C-898674.



