A Memorandum of Understanding Between

THE GOVERNORS OF THE UNIVERSITY OF ALBERTA
(the "University")

TELUS CORPORATION
("TELUS")

1.0  Background

The University has served the people of the Province of Alberta since 1908 through the discovery and dissemination of knowledge. Its goal is to be, as it enters the next century, indisputably recognized, nationally and internationally as one of Canada's preeminent universities.

TELUS and its predecessors have served the people of the Province of Alberta since 1905. TELUS mission is to enrich people's lives at home, work, or leisure, through reliable information and telecommunication services that are accessible wherever, whenever and however its customers want.

The University and TELUS have interacted with each other in various areas on a transactional basis, each with regard to its own mission, vision and goals. Each of the University and TELUS believes that it may benefit from an alliance with the other that is based upon a common, supportive vision.

2.0  Purpose

This Memorandum of Understanding ("Understanding") is intended to outline the understanding between the University and between TELUS Corporation and its subsidiaries and affiliates (collectively "TELUS") regarding the establishment of an Alliance to pursue common areas of interest related to:

1. "Technology as it relates to user needs including but not limited to telephony, data network services and management;
2. "Distributive Learning" as it relates to the ways learning may be enabled through telecommunications, through telecommunications into or from the classroom, or through telecommunications into the home or workplace;
3. "Connectivity" as it relates to the telecommunications infrastructure necessary to enable distributive learning or access to knowledge;
4. "Discovery" as it relates to research and development centered on future learning technologies, and any other common area of interest as decided by the Alliance Council (the "Common Areas of Interest").

3.0  Alliance Council

The vision of the Alliance is as follows:

"Making Knowledge Accessible"
The University of Alberta and TELUS
The Alliance
recognized globally for bringing people together
to discover and learn.

An Alliance Council (Council) is established pursuant to this Understanding to pursue initiatives (the "Initiatives") in furtherance of this vision. The Council shall consist of six members from the University and three from TELUS. The initial council members from the University are the Vice-President (Finance and Administration), the Vice-president (Academic) and the Associate Vice-president (Learning Systems). The initial council members from TELUS are the Vice-president (TELUS Business Sales), the Executive Vice-president (Finance and Chief Financial Officer) and the Director, Education Solutions. The University and TELUS shall each bear their own costs as they relate to the Council and their members.

The responsibilities of the Council include:

1. meeting as required, but no less than on a quarterly basis;
2. making decisions by consensus;
3. agreeing on further Common Areas of Interest and Initiatives;
4. establishing committees, projects and plans to pursue the Initiatives;
5. recommending to TELUS and the University the expenditure of resources to pursue the Initiatives; and
6. generally facilitating the Alliance. The Council will develop an agreement in principle for the business and commercial aspects of the Alliance.

The Council will appoint an Alliance Manager (the "Manager") to oversee the Alliance, its activities and responsibilities. The Council will determine the selection process for the Manager. The University and TELUS will equally fund the compensation for and support costs of the Manager. The Associate Vice-president of Learning Systems and Chief Librarian and the Director, Education Solutions shall act as the single point of contact regarding the Alliance for the University and TELUS respectively.

4.0  The Initiatives

The Council shall explore the following initiatives:

1. "Products and services" as they relate to the University and TELUS determining which telecommunication capability is best for the University, and TELUS sourcing such capability on behalf of the University;
2. "Learning Centre" which could constitute a physical structure at the University which has the capabilities for multimedia global communications for classrooms, seminars and conferences that also facilitate the distribution of lectures, speeches, seminars and conferences throughout the University and beyond. The physical structure could also house a TELUS Business Centre which could have the capabilities for commercial video-conference facilities, distance learning capabilities and multimedia presentation;
3. "Facility Management" as it relates to the creation of an efficient and effective network and information system environment which could be managed by TELUS for the University;
4. "Staff Exchange and Training" which could include the secondment of personnel from one party to the other for the purpose of such personnel's development in the areas of project management, technology facilities management and financial systems and the procurement by TELUS of staff training needs from the University in areas such as management, finance, marketing, educational technologies and computer engineering;
5. "Joint Marketing" as it relates to the marketing of both University and TELUS services with TELUS providing its expertise in marketing and the University showcasing and demonstrating TELUS services, all of the following subject to any rules, regulations or restrictions imposed by any regulatory authority having jurisdiction;
6. "Research and Development Program" as it relates to future learning technologies from discovery to production;
7. "Program Content and Design" as it relates to the University's experience in program content and design which could be leveraged by TELUS for TELUS network customers;
8. "Access to Intellectual Property" as it relates to the sharing, if and where possible, of each party's intellectual property; and
9. "Philanthropy" as it relates to potential donations by the TELUS Bright Futures Foundation to the University.

5.0  Expression of Intent

Except for this paragraph 5.0, and paragraphs 6.0 and 7.0, this Understanding is not intended to constitute an agreement which will be legally binding on either the University or TELUS. The exchange of this Understanding between the University and TELUS commits each of them to use reasonable efforts in good faith consistent with the requirements of this Understanding to establish and further the Alliance. Except as noted in this paragraph the University and TELUS will not be bound by any of the Understanding until negotiations have been concluded and definitive agreements entered into, following such additional considerations as each party deems appropriate.

6.0  Public Announcements

TELUS and the University shall jointly make public announcements regarding this Understanding, the pursuance of any of the Initiatives and any definitive agreements entered into except as required by law or any applicable Stock Exchange rules.

7.0  Confidentiality

The parties acknowledge that they will be exchanging information pursuant to this Understanding which is confidential to each party and is marked with a restrictive legend "Confidential" as it relates to our activities. The parties agree not to disclose the other party's Confidential Information to any other party or person except as follows:

1. to its and its subsidiaries and affiliates, employees, officers and directors who have a bona fide need to know; and
2. anyone else (including advisors) with the written consent of the disclosing party.

Each party may disclose Confidential Information received to the extent required by law and as may be reasonably necessary to any regulatory authority having jurisdiction over each party or its subsidiaries or affiliates. In the event of such disclosure, the disclosing party agrees to provide the other party with prompt notice and to make reasonable efforts to obtain a protective order.

The receiving party has no obligation of confidentiality with respect to Confidential Information that:

1. it already possesses without the obligation of confidentiality;
2. it develops independently;
3. it rightfully receives without obligation of confidentiality from a third party; or
4. is, or becomes, publicly available without breaching this Understanding.

The obligations under this paragraph 7.0 will continue for a period of ten years from the date of receipt of such Confidential Information

8.0  Term

It is expected the Alliance will be for a term of ten years. The initial planning focus for the Alliance will be three years. The Council will evaluate the effectiveness of the Alliance after such three years and recommend to the parties further actions and expectations.

9.0  Notices

All notices under this Understanding must be given to TELUS at:

TELUS Corporation
31st Floor, 10020 - 100 Street
Edmonton, Alberta
T5J 0N5
ATTENTION:  Executive Vice-president and Chief Financial Officer

with a copy to:

TELUS Corporation
32nd Floor, 10020 - 100 Street
Edmonton, Alberta
T5J 0N5
ATTENTION:  Vice-president, Legal Services

to the University at:

3-20 University Hall
University of Alberta
Edmonton, Alberta
T5G 2L9
ATTENTION:  Vice-president (Finance & Administration)

The University and TELUS contemplate the continuing pursuance of the Initiatives with a view to the execution of definitive legal agreements as they relate to the Initiatives. Neither the expenditure of funds by either the University or TELUS or the undertaking of actions to implement the cooperative relationship will be regarded as the partial performance of a binding agreement or entitle the party expending the funds or taking action to any right to assert claims for reimbursement or damages against the other party.

This Understanding is intended to be an expression of our respective intentions and our willingness to continue to negotiate in a good faith effort to reach the definitive agreements.

TELUS Corporation	Governors of the University of Alberta
George Petty TELUS President Chief Executive Officer	Rod Fraser President Vice-Chancellor

"Making Knowledge Accessible"
University of Alberta and TELUS
The alliance
recognized globally for bringing people together
to discover and learn.