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                                                                     EXHIBIT 2.1


                            SHARE EXCHANGE AGREEMENT


ENTERED INTO AT MONTREAL, PROVINCE OF QUEBEC, ON NOVEMBER 8, 2000;


AMONG:   OZ.COM, a corporation incorporated under the laws of the State of
         California, United States of America, having its principal place of
         business in Reykjavik, Iceland, (the "PURCHASER");


AND:     MICROCELL CAPITAL II INC., a corporation incorporated under the laws of
         Canada, having its registered office in Montreal, Quebec,
         ("MICROCELL");


WITNESSETH:

WHEREAS Microcell owns 69 Common Shares in the capital stock of MCE Holding
Corporation, a corporation incorporated under the laws of the State of Delaware,
United States of America, having its head office in the State of Delaware,
("USCO");

WHEREAS Microcell wishes to sell to the Purchaser all the Common Shares held by
it in the capital stock of UsCo;

WHEREAS the Purchaser wishes to purchase all the Common Shares held by Microcell
in the capital stock of UsCo;

WHEREAS UsCo owns all the issued and outstanding shares of the capital of
3044016 Nova Scotia Company, an unlimited liability company incorporated under
the laws of Nova Scotia, having a place of business in Montreal, Quebec, Canada
("NEWCO CANADA");

WHEREAS this Agreement and the Share Exchange Agreement between Purchaser and
Ericsson Canada Inc. of even date herewith are intended to constitute a plan of
reorganization within the meaning of the United States Internal Revenue Code.

NOW THEREFORE the parties hereto hereby covenant and agree as follows.

                                   ARTICLE 1

                         DEFINITIONS AND INTERPRETATIONS

1.1      DEFINITIONS - As used in this Agreement, the following terms have the
         following meaning:

         1.1.1    "AGREEMENT" means this Share Exchange Agreement including its
                  recitals, its Schedules and all written instruments
                  supple-mental hereto signed by all the parties hereto, and any
                  amendment or confirmation hereof;

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         1.1.2    "BUSINESS DAY" means any day, other than a Saturday, Sunday,
                  or other day on which the majority of the branches of the
                  principal commercial banks located in Montreal, Quebec are not
                  open for business during normal banking hours;

         1.1.3    "CLOSING DATE" means the date of this Agreement, and "Closing"
                  means the completion of all the transactions contemplated
                  hereby at the time of closing on the Closing Date;

         1.1.4    "CLOSING PLACE" means the offices of Stikeman, Elliott in
                  Montreal, Quebec;

         1.1.5    "GOVERNMENTAL BODY" means (i) any domestic or foreign
                  national, federal, provincial, state or municipal or other
                  local government or body, (ii) any international or
                  multilateral body, (iii) any subdivision, agent, commission,
                  board, instrumentality or authority of any of the foregoing
                  governments or bodies, (iv) any quasi-governmental or private
                  body exercising any regulatory, expropriation or taxing
                  authority under or for the account of any of the foregoing
                  governments or bodies, or (v) any domestic, foreign,
                  international, multilateral, or multinational judicial,
                  quasi-judicial, arbitration or administrative court, tribunal,
                  commission, board or panel;

         1.1.6    "LAWS" means:

                  (a)      all constitutions, treaties, laws, statutes, codes,
                           ordinances, orders, decrees, rules, regulations, and
                           municipal by-laws, whether domestic, foreign or
                           international;

                  (b)      all judgments, orders, injunctions, decisions,
                           rulings, decrees, and awards of any Governmental
                           Body; and

                  (c)      all provisions of the foregoing;

                  in each case binding on the party or Person referred to in the
                  context in which such word is used; and "Law" means any one of
                  them;

         1.1.7    "LIENS" means (i) all hypothecs, mortgages, pledges,
                  privileges, liens, security interests, transfers of property
                  in stock, security granted under the Bank Act (Canada),
                  charges, leases, occupation rights, restrictive covenants,
                  title defects and other encumbrances or rights of others of
                  any nature whatsoever or however arising, and (ii) all
                  actions, claims or demands of any nature whatsoever or
                  howsoever arising; and "Lien" means any one of them;

         1.1.8    "OZ.COM SHARES" means 11,405,860 fully paid and non-assessable
                  shares of Common Stock of the Purchaser issued to Microcell
                  pursuant to this Agreement;

         1.1.9    "PARTIES" means Microcell and the Purchaser and "Party" means
                  any one of them;

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         1.1.10   "PERSON" means an individual, a corporation, a partnership, a
                  trustee or any unincorporated organization;

         1.1.11   "PURCHASE PRICE" has the meaning ascribed thereto in Section
                  3.1;

         1.1.12   "PURCHASED SHARES" as the meaning ascribed thereto in Section
                  2.1;

         1.1.13   "TAXES" means all taxes (including without limitation, income,
                  corporation, capital, value added, sales, withholding,
                  franchise, profits, gross receipts, excise, property, stamp,
                  transfer, land transfer, water, business and goods and
                  services taxes), imposts, duties, levies, deductions,
                  withholdings, charges, assessments, reassessments or fees of
                  any nature (including, without limitation, interest, penalties
                  and additions) that are imposed by any relevant taxing
                  authority; and "Tax" means any one of them;

1.2      APPLICABLE LAW - This Agreement shall be construed and enforced in
         accordance with, and the rights of the Parties shall be construed and
         governed by, the laws of the Province of Quebec and the laws of Canada
         applicable therein.

1.3      CURRENCY - In this Agreement, all money amounts are expressed in United
         States dollars unless otherwise provided.

1.4      RECITALS AND SCHEDULES - The recitals and the Schedules hereto form an
         integral part of this Agreement. The Schedules to this Agreement are:

         5.4      Issued and Outstanding shares of UsCo

         6.5      Authorized and issued Capital of the Purchaser

         6.6      Form 10 - SB

1.5      HEADINGS - The titles and headings in this Agreement are solely for
         reference and shall not affect the scope, intention or interpretation
         of the provisions hereof.

1.6      GENDER - In all cases where the context of this Agreement requires or
         permits same, the singular shall include the plural and the masculine
         shall include the feminine.

1.7      ENTIRE AGREEMENT - This Agreement, and the agreements and other
         documents to be delivered pursuant hereto, constitute the entire
         agreement between the Parties pertaining to the subject matter hereof
         and supersede all prior agreements, and there are no warranties,
         representations or other agreements between the Parties in connection
         with the subject matter hereof except as specifically set forth herein
         and, the other documents to be delivered pursuant hereto.

1.8      SEVERABILITY - Each provision of this Agreement shall be interpreted
         separately and the nullity of any provision of this Agreement shall not
         render the remaining parts of the Agreement null.

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1.9      WAIVER - No supplement, modification or waiver or termination of this
         Agreement shall be binding unless executed in writing by the Party to
         be bound thereby. No waiver of any of the provisions of this Agreement
         shall be deemed or shall constitute a waiver of any other provisions
         (whether or not similar) nor shall such waiver constitute a continuing
         waiver unless otherwise expressly provided.

1.10     TIME - shall be of the essence of this Agreement.

                                   ARTICLE 2

                                PURCHASE AND SALE

2.1      Upon and subject to the terms and conditions hereof, Microcell hereby
         agrees to sell to the Purchaser, and the Purchaser hereby agrees to
         purchase from Microcell 69 Common Shares of the share capital of UsCo
         (the "PURCHASED SHARES").

                                   ARTICLE 3

                                 PURCHASE PRICE

3.1      PURCHASE PRICE - The purchase price for the Purchased Shares is
         fourteen million two hundred and fifty-seven thousand three hundred and
         twenty-four dollars ($14,257,324) (the "PURCHASE PRICE").

                                   ARTICLE 4

                            PAYMENT OF PURCHASE PRICE

4.1      PAYMENT OF THE PURCHASE PRICE - The Purchase Price for the Purchased
         Shares shall be paid to Microcell by the Purchaser, at the time of
         Closing by the delivery to Microcell of the OZ.COM Shares.

                                   ARTICLE 5

                   WARRANTIES AND REPRESENTATIONS OF MICROCELL

         Microcell warrants and represents to the Purchaser as follows and
acknowledges that the Purchaser is relying upon such representations and
warranties in connection with the purchase by the Purchaser of the Purchased
Shares and that the Purchaser would not have entered into this Agreement without
the full benefit of such warranties and representations.

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5.1      CORPORATE STATUS - UsCo is a corporation duly incorporated, organized
         and validly subsisting under the laws of the State of Delaware. UsCo is
         in good standing under the laws of each jurisdiction in which it is
         carrying on business or in which it owns or holds property of a
         material nature, and UsCo has all necessary power and authority to own,
         lease and operate its property.

5.2      SUBSIDIARIES - UsCo owns one hundred percent (100%) of the issued and
         outstanding capital stock of Newco Canada. UsCo presently neither owns
         nor controls, directly or indirectly, any interest in any other
         corporation, association or other business entity. Newco Canada is an
         unlimited liability company duly organized, validly existing and in
         good standing under the laws of the Province of Nova Scotia, Canada.
         Newco Canada is duly qualified to transact business and is in good
         standing in each jurisdiction in which it owns or holds property of a
         material nature, and Newco Canada has all necessary power and authority
         to own, lease and operate its property.

5.3      POWERS AND AUTHORIZATIONS - Microcell has the corporate capacity, power
         and authority and full legal right to enter into and execute this
         Agreement and all ancillary documents hereto and to perform all of its
         obligations thereunder. Microcell has taken all necessary action to
         authorize the execution of this Agreement and its ancillary documents
         on its behalf by its officers, directors and shareholders and to
         authorize the performance of all of its obligations thereunder; this
         Agreement and such ancillary documents have been duly executed by a
         duly authorized person on behalf of Microcell and this Agreement and
         its ancillary documents constitute valid and legally binding
         obligations of Microcell enforceable against it in accordance with
         their terms, except as enforcement may be limited by bankruptcy,
         insolvency, and other laws affecting the rights of creditors generally
         and except that equitable remedies may be granted only in the
         discretion of a court of competent jurisdiction.

5.4      AUTHORIZED AND ISSUED CAPITAL - The authorized and issued capital stock
         of UsCo consists of a limited number of 1,000 Common Shares, per value
         of $0.01 per share and of a limited number of 1,000 Preferred Shares,
         per value of $0.01 of which 100 Common Shares are issued and
         outstanding, fully-paid and non-assessable. All of the issued and
         outstanding shares of UsCo are registered in the books of UsCo and
         beneficially owned, as set forth on Schedule 5.4 hereto. The authorized
         and issued capital stock of Newco Canada consists of a limited number
         of 1,000,000 common shares without nominal value and of a limited
         number of 1,000,000 preferred shares without nominal value of which 100
         common shares are issued and outstanding, fully-paid and
         non-assessable. All of the issued and outstanding shares of Newco
         Canada are registered in the books of Newco Canada and beneficially
         owned by UsCo. The consideration received by Newco Canada in respect of
         the issuance by it of the issued and outstanding shares of its share
         capital is as set forth on Schedule 5.4.

5.5      TITLE TO PURCHASED SHARES - Microcell shall transfer to the Purchaser
         good and valid title to such Purchased Shares, free and clear of all
         Liens.

5.6      NO OPTIONS - To the best of Microcell's knowledge, there is no:

         (a)      outstanding security convertible or exchangeable into any
                  share or shares of the capital stock of UsCo or Newco Canada;

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         (b)      outstanding subscription, option, warrant, call, commitment or
                  agreement obligating UsCo or Newco Canada to issue any share
                  or shares of its capital stock or any security of any class or
                  kind or which in any way relate to the authorized or issued
                  capital stock of UsCo or Newco Canada;

         (c)      agreement (other than this Agreement) that grants to any
                  Person the right to purchase or otherwise acquire any share or
                  shares issued and outstanding of the capital stock of UsCo or
                  Newco Canada; or

         (d)      voting trust, voting agreement, pooling agreement or proxy
                  with respect to any Purchased Shares or the outstanding
                  capital stock of Newco Canada.

5.7      CORPORATE RECORDS - The minute books of UsCo and Newco Canada are
         complete and accurate, and contain copies of all by-laws and
         resolutions passed by its stockholders and directors since the date of
         its incorporation; all of which by-laws and resolutions have been duly
         passed.

         The share certificate books, registers of stockholders, registers of
         transfers and registers of directors are complete and accurate.

5.8      APPROVALS AND COMPLIANCE - No consent, notification or approval of any
         regulatory authority or agency having any jurisdiction over Microcell
         or over the property rights and assets of Microcell or of any party to
         any agreement which Microcell is a party or by which any of its
         property, rights or assets are bound or affected, is required to be
         obtained in connection with the execution of this Agreement and all
         ancillary documents hereto or in connection with the performance of
         Microcell's obligations thereunder; the execution of this Agreement and
         all ancillary documents hereto and the performance of the obligations
         hereunder or thereunder by Microcell is not and will not be in
         contravention or in conflict with the constating documents, by-laws or
         the resolutions of its directors or shareholders nor with the
         provisions of any indenture, mortgage, lease, agreement, statute,
         regulation, judgment, decree or order to which Microcell or UsCo is a
         party or by which it or any of its property, rights or assets are bound
         or affected.

5.9      ABSENCE OF CONFLICTING AGREEMENTS ETC. - Save and except as may result
         from the identity of the Purchaser or its attributes or actions, the
         execution and performance of this Agreement as well as of all the
         documents relating thereto shall not (i) place Microcell in a situation
         of default under any agreement, contract or obligation of any kind,
         (ii) result in the creation of, or require the creation of any Lien
         upon the Purchased Shares, (iii) result in the termination,
         cancellation, modification, amendment, or renegotiations of any
         contract, agreement, indenture, instrument or commitment to which the
         Purchased Shares are subject, or (iv) to the knowledge of Microcell,
         give to any Person the right to terminate, cancel, modify, amend, vary
         or renegotiate any contract, agreement, indenture, instrument or
         commitment to which UsCo or Newco Canada is a party.

5.10     RESIDENCE OF MICROCELL - Microcell is a resident of Canada within the
         meaning of the Income Tax Act (Canada).

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5.11     ADHERENCE TO LAWS, REGULATIONS AND CONTRACTS - Microcell, UsCo and
         Newco Canada have complied with all Laws, the non-compliance with which
         would have a materially adverse effect on UsCo or Newco Canada.

5.12     BROKER'S COMMISSION - None of Microcell or to the knowledge of UsCo or
         Newco Canada has entered into any agreement that would entitle any
         Person to make any valid claim against the Purchaser for a broker's
         commission, finder's fee or any like payment in respect of the purchase
         and sale of the Purchased Shares or any other transaction contemplated
         by this Agreement.

5.13     VALUE OF THE OZ.COM SHARES - Microcell has received and reviewed to
         Microcell's satisfaction such documents and corporate and financial
         records of the Purchaser, and has had answered all questions with
         regard thereto that Microcell deemed necessary or appropriate to
         evaluate the business, operations and assets of the Purchaser and the
         value of its Common Stock. Microcell is relying solely on its own
         evaluation and analysis in determining the value of the OZ.COM Shares
         and not on any representation of value or worth made by the Purchaser,
         or any of its officers, employees, representatives or agents.

5.14     INVESTMENT REPRESENTATIONS -Microcell is acquiring the OZ.COM Shares
         for investment purposes only for Microcell's own accounts, and not on
         behalf of any other Person nor with a present view to, or for resale in
         connection with any distribution thereof. Microcell understands that
         the certificates representing the OZ.COM Shares will be stamped with a
         legend substantially in the following form:

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
         EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR
         AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE ISSUER THAT
         SUCH REGISTRATION IS NOT REQUIRED.

5.15     TRUE AND COMPLETE REPRESENTATIONS AND WARRANTIES - The representations
         and warranties of Microcell contained in this Agreement are true,
         accurate and complete in all material respects and there has been no
         omission by Microcell to state any fact that would make them
         misleading.

                                   ARTICLE 6

                 WARRANTIES AND REPRESENTATIONS OF THE PURCHASER

The Purchaser warrants and represents to Microcell as follows and acknowledges
that Microcell is relying upon such representations and warranties in connection
with the sale to the Purchaser of the Purchased Shares and that Microcell would
not have entered into this Agreement without the full benefit of such warranties
and representations.

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6.1      CORPORATE STATUS - The Purchaser is a corporation duly incorporated,
         organized and is validly existing under the laws of California (United
         States of America) and is in good standing under the laws of each
         jurisdiction in which it is carrying on business or in which it owns or
         holds property of a material nature, and has all necessary power and
         authority to own, lease and operate its property.

6.2      CORPORATE POWERS AND AUTHORIZATIONS -The Purchaser has the corporate
         capacity, power and authority and full legal right to enter into and
         execute this Agreement and all ancillary documents hereto and to
         perform all of its obligations thereunder. The Purchaser has taken all
         necessary action to authorize the execution of this Agreement and its
         ancillary documents on its behalf by its officers, directors and
         shareholders and to authorize the performance of all of its obligations
         thereunder; this Agreement and such ancillary documents have been duly
         executed by a duly authorized person on behalf of the Purchaser and
         this Agreement and its ancillary documents constitute valid and legally
         binding obligations of the Purchaser enforceable against it in
         accordance with their terms, except as enforcement may be limited by
         bankruptcy, insolvency, and other laws affecting the rights of
         creditors generally and except that equitable remedies may be granted
         only in the discretion of a court of competent jurisdiction.

6.3      APPROVALS AND COMPLIANCE - Save and except for consent and approval
         which may be required by reason of any of the action or attribute of
         Microcell, no consent or approval from any Person is required to be
         obtained in connection with the execution of this Agreement and all
         ancillary documents hereto or in connection with the performance of
         Purchaser's obligations thereunder; the execution of this Agreement and
         all ancillary documents hereto and the performance of the obligations
         hereunder or thereunder by Purchaser is not and will not be in
         contravention or in conflict with the Articles of incorporation,
         by-laws, resolutions of the Purchaser, its directors or its
         shareholders, nor with the provisions of any indenture, mortgage,
         lease, agreement, statute, regulation, judgment, decree or order to
         which the Purchaser is a party or by which it or any of its property,
         rights or assets are bound or affected.

6.4      ABSENCE OF CONFLICTING AGREEMENTS ETC. - Save and except as may result
         from the identity of Microcell or its attributes or actions, the
         execution and performance of this Agreement as well as of all the
         documents relating thereto shall not (i) place the Purchaser in a
         situation of default under any agreement, contract or obligation of any
         kind, (ii) result in the creation of, or require the creation of any
         Lien upon the OZ.COM Shares, (iii) result in the termination,
         cancellation, modification, amendment or renegotiations of any
         contract, agreement, indenture, instrument or commitment to which the
         OZ.COM Shares are subject, or (iv) to the knowledge of the Purchaser,
         give to any Person the right to terminate, cancel, modify, amend, vary
         or renegotiate any contract, agreement, indenture, instrument or
         commitment to which the Purchaser is a party.

6.5      AUTHORIZED AND ISSUED CAPITAL OF THE PURCHASER - The authorized, issued
         and outstanding capital of the Purchaser consists of 275,000,000 shares
         of Common Stock, of which 71,124,865 shares are issued and outstanding,
         and 25,000,000 shares of Preferred Stock, of which 5,000,000 shares are
         undesignated and 20,000,000 shares have been designated Series A
         Convertible Stock, 15,480,964 of which are issued and outstanding.
         Except as disclosed in Schedule 6.5, no share of the capital stock of
         the Purchaser is reserved for issuance and there is no authorized or
         outstanding

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         subscription, option, warrant, call, contract, demand, commitment,
         convertible security or other agreement or arrangement of any character
         or nature whatsoever under which the Purchaser is or may become
         obligated to issue, sell, assign, pledge, mortgage, or otherwise
         transfer or encumber any shares of the capital stock of the Purchaser
         or by which any shareholder of the Purchaser may be required to do any
         of the foregoing. Purchaser warrants that the OZ.COM Shares, when
         issued pursuant to the terms hereof, shall constitute nine percent (9%)
         of the "fully diluted capital" of OZ.COM, as of August 30, 2000, as
         more particularly described on Schedule 6.5.

6.6      BUSINESS - Attached as Schedule 6.6 is Form 10-SB, as amended and filed
         by the Purchaser before the U.S. Securities and Exchange Commission
         ("SEC"). Such Form 10-SB is the most recent Form 10-SB filed by
         Purchaser and fairly describes the business affairs and financial
         position of the Purchaser as of July 21, 2000 and Purchaser has
         complied with the SEC requirements regarding updating of such Form
         10-SB.

6.7      ADHERENCE TO LAWS, REGULATIONS AND CONTRACTS - The Purchaser has
         complied with all laws, the non-compliance with which would have a
         materially adverse effect on the Purchaser.

6.8      INVESTMENT CANADA - The Purchaser is not a Canadian within the meaning
         of the Investment Canada Act.

6.9      VALID ISSUANCE OF SHARES - The board of directors of the Purchaser has
         duly authorized and issued to Microcell, in accordance with all
         relevant and applicable corporate and securities Laws, the OZ.COM
         Shares, as fully paid and non-assessable.

6.10     BROKER'S COMMISSION - The Purchaser has not entered into any agreement
         that would entitle any Person to any valid claim against Microcell or
         the Purchaser for a broker's commission, finder's fee or any like
         payment in respect of the purchase and sale of the Purchased Shares or
         any other matter contemplated by this Agreement.

6.11     VALUE OF THE PURCHASED SHARES - Purchaser has received and reviewed to
         Purchaser's satisfaction such documents and corporate and financial
         records of UsCo and Newco Canada, and has had answered all questions
         with regard thereto that Purchaser deemed necessary or appropriate to
         evaluate the business, operations and assets of the UsCo and Newco
         Canada and the value of the Purchased Shares. Purchaser is relying
         solely on its own evaluation and analysis in determining the value of
         the Purchased Shares and not on any representation of value or worth
         made by Microcell, or any of their respective officers, employees,
         representatives or agents.

6.12     INVESTMENT REPRESENTATIONS - The offer and sale to Purchaser of the
         Purchased Shares have not been registered under the 1933 Act, or
         registered or qualified under applicable state securities or "Blue Sky"
         laws, and, therefore, the Purchased Shares cannot be reoffered and
         resold unless either the reoffer and resale thereof are subsequently
         registered and qualified under the 1933 Act and said Blue Sky laws or
         an exemption from such registration and qualification is available.
         Purchaser may have to bear the economic risk of holding the Purchased
         Shares for an indefinite period of time. Further, Purchaser is
         acquiring the Purchased Shares for investment purposes only for

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         Purchaser's own account, and not on behalf of any other person nor with
         a view to, or for resale in connection with any distribution thereof.
         Purchaser understands that the certificates representing the Purchased
         Shares will be stamped with a legend substantially in the following
         form:

           THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
           1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
           EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT
           OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE ISSUER
           THAT SUCH REGISTRATION IS NOT REQUIRED.

6.13     FAIRNESS - No U.S. Federal or state agency in the United States of
         America has passed upon the Purchased Shares, made any finding or
         determination as to the fairness of the transaction set forth herein,
         or passed on the adequacy of the information received by Microcell.

6.14     REPRESENTATIONS AND WARRANTIES - The representations and warranties of
         Purchaser contained in this Agreement are true, accurate and complete
         in all material respects and there has been no omission by Purchaser to
         state any fact that would make them misleading.

                                   ARTICLE 7

                                     CLOSING

7.1      CLOSING - At the time of closing on the Closing Date, Microcell shall:

                  (a)      take all necessary steps and proceedings as may be
                           required in the opinion of the legal counsel of the
                           Purchaser, acting reasonably, to permit the Purchased
                           Shares to be duly and validly transferred to, and
                           registered in the name of, the Purchaser;

                  (b)      deliver to the Purchaser at the place of Closing
                           certified copies of resolutions (in form and
                           substance satisfactory to the Purchaser's legal
                           counsel, acting reasonably) authorizing and approving
                           the sale, of the Purchased Shares to the Purchaser;

                  (c)      deliver to the Purchaser, the actual possession of
                           the certificates representing the Purchased Shares,
                           duly endorsed for transfer to the Purchaser.

7.2      CLOSING - At the time of closing on the Closing Date, the Purchaser
         shall:

                  (a)      deliver a share certificate evidencing the OZ.COM
                           Shares in the name of Microcell;

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                  (b)      deliver to Microcell at the place of Closing
                           certified copies of the resolutions of the directors
                           of the Purchaser authorizing and approving (i) the
                           purchase of the Purchased Shares by the Purchaser,
                           and (ii) the issuance of the OZ.COM Shares in the
                           capital stock of the Purchaser to Microcell.

7.3      CONDITIONS - The purchase and sale of the Purchased Shares in
         accordance with the terms of this Agreement are subject to the
         following terms and conditions. Such condition must have been performed
         or complied with prior or concurrently with the execution of this
         Agreement:

         7.3.1    THIRD PARTY APPROVALS - There must have been obtained from all
                  appropriate Persons all such approvals, consents and
                  assurances, in order to permit the change of ownership of the
                  Purchased Shares contemplated herein to be completed without
                  affecting or resulting in the termination, cancellation,
                  modification, amendment, variation or renegotiations of this
                  Agreement.

         7.3.2    OTHER CLOSING - Closing shall have taken place on the same
                  date with respect to the agreement whereby Ericsson Canada
                  Inc. sells to OZ.COM all the issued and outstanding shares it
                  holds in the capital stock of UsCo.

                                   ARTICLE 8

                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

8.1      SURVIVAL OF REPRESENTATIONS AND WARRANTIES - All the warranties and
         representations and covenants and agreements made and given hereunder
         or in any agreement contemplated hereby shall continue to have full
         force and effect from the date of execution hereof, notwithstanding any
         verification made by any of the Parties, the whole subject to the
         following terms and conditions:

         8.1.1    NO TIME LIMIT - All of the warranties and representations set
                  out in Sections 5.1, 5.3, 5.4, 5.5, 6.1, 6.2, 6.5 and 6.9
                  shall continue to have full force and effect for an unlimited
                  period of time. Also, there shall be no time limit on
                  representations and warranties of Microcell or the Purchaser
                  based upon any willful misrepresentation of such nature as to
                  constitute fraud;

         8.1.2    TIME LIMIT - All of the warranties and representations set out
                  in Section 5.10 shall continue to have full force and effect
                  for the periods prescribed by Law with respect to assessments
                  and reassessments for Taxes;

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                                     - 12 -


         8.1.3    TIME LIMIT - Subject to Subsections 8.1.1 and 8.1.2 above, all
                  warranties and representations set out herein shall continue
                  to have full force and effect for a period of twenty-four (24)
                  months from the Closing Date.

                                   ARTICLE 9

                                 ACKNOWLEDGEMENT

9.1      BY THE PARTIES. The Parties acknowledge that the issuance to Microcell
         of the OZ.COM Shares have not been registered under the Securities Act
         of 1933, as amended (the "1933 ACT"), or registered or qualified under
         applicable state securities or "Blue Sky" laws, and, therefore, the
         OZ.COM Shares cannot be reoffered and resold unless either the reoffer
         and resale thereof are subsequently registered and qualified under the
         1933 Act and said Blue Sky laws or an exemption from such registration
         and qualification is available. The Purchaser has no intention of
         registering or qualifying under the 1933 Act Microcell's reoffer and
         resale of any of the OZ.COM Shares and no exemption from registration
         or qualification may be available under the 1933 Act or such Blue Sky
         laws to Microcell at the time it wishes to dispose of such OZ.COM
         Shares; accordingly, Microcell may have to bear the economic risk of
         holding the OZ.COM Shares for an indefinite period of time.

                                   ARTICLE 10

                                       PUT

10.1     PUT. If, prior to February 15, 2002, the Purchaser fails to consummate

                  (a)      a firmly underwritten public offering pursuant to an
                           effective registration statement under the Securities
                           Act of 1933, as amended; or

                  (b)      a public offering in connection with which the
                           Purchaser's shares are listed or otherwise designated
                           for trading on any "designated offshore securities
                           market" as such term is defined in Regulation S
                           promulgated under the Securities Act of 1933, as
                           amended,

         provided that in either case such offering covers the offer and sale of
         Common Stock for the account of the Purchaser that results in a market
         capitalization of the Purchaser of not less than $225,000,000, then, at
         any time during the period starting on February 15, 2002, and ending on
         April 15, 2002, Microcell shall be entitled, upon a notice in writing
         (a "PUT NOTICE") to require the Purchaser , if the Purchaser is
         permitted to do so, by Corporate California laws, to purchase all the
         shares held by Microcell in the capital stock of the Purchaser (the
         "SHARES"). Upon receipt of such Put Notice, the Purchaser shall
         purchase from Microcell and Microcell shall sell to the Purchaser the
         Shares upon

<PAGE>   13
                                     - 13 -


         the terms and conditions set forth in Sections 10.2 through 10.6 (the
         "SALE TRANSACTION").

         Should the Purchaser not being authorized to purchase the Shares
         because of the Corporate California laws, then the Purchaser shall
         promptly notify Microcell in writing (the "NOTIFICATION") when the
         Event is no longer in force and effect. Microcell shall then have the
         right to send a Put Notice to the Purchaser within 30 days following
         receipt of the Notification.

10.2     PURCHASE PRICE. The purchase price for the Shares under Section 10.1
         (the "PUT PRICE") shall be $4,500,000.

10.3     CLOSING. The closing of the Sale Transaction contemplated by Section
         10.1 shall take place on the date which is five (5) Business Days after
         the delivery of the Put Notice (the "DATE OF CLOSING").

10.4     PAYMENT OF PUT PRICE. The Put Price shall be paid quarterly by the
         Purchaser in installment of $750,000 each, starting on the date which
         is 30 days from the date of the Put Notice. The Purchaser however
         agrees to pay in advance the first quarterly payment at the Date of
         Closing.

10.5     OBLIGATION OF MICROCELL.  On the Date of Closing, Microcell shall:

                  (a)      assign and transfer to the Purchaser the Shares and
                           deliver the share certificate(s) representing the
                           Shares duly endorsed for transfer to the Purchaser or
                           as directed by it; and

                  (b)      do all other things required in order to deliver the
                           Shares to the Purchaser free and clear of any Lien
                           whatsoever.

10.6     OBLIGATIONS OF THE PURCHASER. On the Date of Closing, the Purchaser
         shall deliver to Microcell a certified cheque in the amount of
         $750,000.

                                   ARTICLE 11

                                    COVENANTS

11.1     PROMOTION. Microcell agrees to cooperate to help the Purchaser promote
         and sell its wireless Internet applications solutions to Affiliates of
         Microcell (as the term "AFFILIATE" is defined in the Canada Business
         Corporations Act) and to Telesystem International Wireless Corporation,
         Voicestream Wireless Corporation and other North American GSM carriers.

11.2     CUSTOMER PROFILING DATA AND TECHNOLOGY. Microcell shall use its best
         efforts and agrees, if legally and technically feasible, to provide the
         Purchaser with customer profiling data related to the Purchaser
         services and, if possible, access to the customer

<PAGE>   14
                                     - 14 -


         profiling technology to incorporate into the Purchaser's products,
         subject to commercial terms and conditions to be negotiated between
         parties or their affiliates in good faith.

11.3     NON COMPETE. For a period of two (2) years from the date of this
         Agreement, neither Microcell Telecommunications Inc. or any of its
         subsidiaries (as this term is defined in the Canada Business
         Corporations Act), excluding GSM Capital and Argo II, venture capital
         funds, and Telecom Investment Inc., shall throughout Canada, directly
         or indirectly, compete with the business of the Purchaser's development
         center in Canada (referred to in Section 11.4) or any of its subsidiary
         (as such term is defined in the Canada Business Corporations Act),
         including without limitation, with respect to iPulse and mPresence
         products as they exist as of the date of this Agreement. For a period
         of two (2) years from the date of this Agreement, the Purchaser agrees
         not to provide directly or indirectly similar applications as those
         that will be provided under the terms of that certain General
         Co-Operation and Development Agreement of even date entered into
         between Microcell Labs Inc. and Newco Canada or any related Specific
         Agreement, to wireless operators in Canada that would compete directly
         with Microcell or any of its Affiliates in offering said applications
         to its customers.

11.4     DEVELOPMENT CENTRE. Subject to the provisions of this Section 11.4,
         including Purchaser's obligation to sell the development centre, the
         Purchaser undertakes, during a period of 3 years from the date hereof,
         to establish and maintain, fully operational with approximately 35
         employees, a development centre in Montreal for the purpose of
         providing the services to Microcell. Microcell acknowledges that the
         development centre is not currently fully staffed and that it will not
         have at least 35 employees for some time. The Purchaser hereby grants,
         during a period of 3 years from the date hereof, to Microcell a right
         of first refusal on such development centre, whereby if the Purchaser
         undertakes to dispose directly or indirectly of such development centre
         to a third party, the Purchaser shall offer to Microcell the right to
         acquire such development centre, for the same consideration and at the
         same terms and conditions as the Purchaser otherwise would have
         received from said third party. Notwithstanding the time period
         described in the first sentence of this Section 11.4, it is understood
         between the Parties that Purchaser's undertakings pursuant to this
         Section 11.4 shall commence on the date Microcell has recruited 35
         employees for the Purchaser's activities in Canada.

                                   ARTICLE 12

                              CLOSING ARRANGEMENTS

12.1     PLACE AND TIME OF CLOSING - The Closing of this transaction shall take
         place at 11:00 a.m. on the Closing Date immediately following the
         execution hereof, at the offices of Stikeman, Elliott in Montreal or at
         such time and place as may be approved in writing by the Parties
         hereto.

<PAGE>   15
                                     - 15 -


                                   ARTICLE 13

                                  MISCELLANEOUS

13.1     PRESS RELEASE - Any press release or any public announcement, statement
         or publicity with respect to the transaction contemplated in this
         Agreement shall be made only with the prior consent of the Parties
         unless such release or announcement is required by Law, in which case
         the Party required to make such release or announcement shall use its
         best efforts to obtain the approval of the other Parties to the form,
         nature and extent of such disclosure, which approval shall not be
         unreasonably withheld.

13.2     FURTHER ASSURANCES - Each of the Parties upon the request of any other
         Party, whether before or after the Closing, shall do, execute,
         acknowledge and deliver or cause to be done, executed, acknowledged or
         delivered all such further acts, deeds, documents, assignments,
         transfers conveyances and assurances as may be reasonably necessary or
         desirable to effect complete consummation of the transactions
         contemplated by this Agreement.

13.3     SUCCESSORS IN INTEREST - This Agreement and the provisions hereof shall
         ensure to the benefit of and be binding upon the Parties and their
         respective successors and assigns. The Purchaser and Microcell may not
         assign this Agreement or any of its rights and obligations hereunder
         without the prior consent of the other party, except pursuant to the
         Reorganization.

13.4     NOTICES - Any notice, direction or other instrument required or
         permitted to be given hereunder shall be in writing and shall be
         delivered either by personal delivery or by telex, telecopier or
         similar telecommunication device and addressed as follows:

                  (a)      in the case of Microcell, to it at:

                           MICROCELL CAPITAL II INC.
                           1000 de la Gauchetiere West
                           25th Floor, Montreal, Quebec
                           H3B 4W5

                           Attention:  Secretary

                           Telecopier: (514) 397-0089

<PAGE>   16
                                     - 16 -


                  (b)      in the case of the Purchaser, to it at:

                           OZ.COM
                           Snorrabraut 54
                           IS-105 Reykjavik
                           Iceland

                           Attention:  General Counsel

                           Telecopier: (354) 535-0080

Any notice, direction or other instrument aforesaid shall be deemed to have been
given and received, if sent by telex, telecopier or similar telecommunications
device on the next Business Day following receipt of such transmission or, if
delivered, to have been given and received on the date of such delivery. Any
Party may change its address for service by written notice given as aforesaid.

13.5     EXPENSES - Each of Microcell and the Purchaser shall bear and pay its
         respective costs, expenses and fees (including, without limitation,
         legal counsel and accounting fees and disbursements) incurred by it in
         connection with the preparation, execution and consummation of this
         Agreement and the transactions contemplated hereunder.

13.6     COUNTERPARTS - This Agreement may be executed in one or more
         counterparts, each of which when so executed shall be deemed an
         original, and such counterparts together shall constitute one and the
         same instrument.

13.7     NO THIRD PARTY BENEFICIARIES - Except as otherwise indicated herein,
         nothing in this Agreement shall confer any rights upon any Person or
         entity not a party or a permitted transferee of a party to this
         Agreement.

13.8     FAIRNESS - The Parties hereby acknowledge that, to their knowledge,
         there has been no finding or determination as to the fairness of the
         transactions set forth herein as provided for in the California
         Corporations Code.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and at
the place first above mentioned.

                                         MICROCELL CAPITAL II INC.



                                         By: /s/ MARC FERLAND
                                             -----------------------------------


                                         OZ. COM



                                         By: /s/ GUNNAR THORODSSEN
                                             -----------------------------------