AT&T CANADA


Mr. Tom Griffis
Chairman
InfoCast Corporation
1 Richmond Street West, Suite #900
Toronto, Ontario
M5H3W4

Dear Tom:

This letter confirms the basic terms of understanding  reached to date regarding
the proposed  arrangement  between  InfoCast  Corporation  ("InfoCast") and AT&T
Canada Long  Distance  Services  Company  ("AT&T  Canada")  and that the parties
intend to conduct further  negotiations in good faith.  AT&T Canada and InfoCast
understand  and agree that this letter is one of intent only and does not and is
not intended to constitute a legal and enforceable agreement with respect to the
matters  set out herein.  It is further  understood  that the formal  agreements
contemplated herein will be entered into only upon the successful  completion of
negotiations relating to such agreements.

1.       The Products

InfoCast will develop and supply certain software learning products as described
in Schedule "A" (the  "Products") to AT&T Canada.  The Products will be promoted
and sold in connection with the Learning  Partner Program  described in Schedule
"B" and any other  programs  that are mutually  agreed upon by the parties.  The
Products will be capable of operating the Intranet, Internet and Virtual Private
Network environments. InfoCast will co-market the Products with AT&T Canada to a
number of customers,  including College Boreal.  In addition,  AT&T Canada shall
provide  telecommunications  services to InfoCast to facilitate the transport of
the Products to customers.

2.       The Agreements

AT&T Canada and InfoCast  will  negotiate in good faith to execute the following
formal  agreements  which will  govern the  business  relationship  between  our
respective companies. The agreements are listed below.

(a)      Development and Supply Agreement

InfoCast  and AT&T Canada  will enter into a  development  and supply  agreement
whereby  InfoCast  will  develop  and  supply  the  Products  to AT&T  Canada in
connection with the Learning Partner Program.





(b)      Telecommunications Agreement

InfoCast and AT&T Canada will enter into a telecommunications agreement, whereby
AT&T Canada will provide the telecommunications services necessary to facilitate
the  delivery of the  Products  to  customers  and any other  telecommunications
service as may be agreed to by the parties.

(c)      Cooperative Marketing Agreement with College Boreal

InfoCast and AT&T Canada will enter into a cooperative  marketing agreement with
College Boreal, whereby the parties agree to market the Digital Exchange Library
(described on page 17 of Schedule "B") as part of the Learning Partner Program.

(d)      Cooperative Marketing Agreement

InfoCast  and AT&T  Canada  will enter into a  cooperative  marketing  agreement
whereby the parties will work jointly to market and promote future  products and
services.

3.       Confidentiality

The parties  agree to keep the  existence  and contents of this letter of intent
confidential  and shall disclose it to employees on a "need to know" basis only.
Any other disclosure including public announcements, press releases and the like
requires the prior written  consent of the other party (which  consent shall not
be unreasonably withheld), unless otherwise required by law.

Please  indicate  your  agreement  with the foregoing by signing and returning a
duplicate copy of this letter enclosed herewith.

Yours truly,

Per:     /s/ George E. Harvey
         ----------------------------
         George E. Harvey
         AT&T Canada Long Distance Services

Agreed to this ___ day of _______, 1998

Per:     /s/ A.T. Griffis
         ----------------------------
         InfoCast Corporation


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