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                                                                    EXHIBIT 10.2


SPECIFIC CO-OPERATION AND DEVELOPMENT AGREEMENT


Dated:                November 8, 2000

Between                              (3044016 NOVA SCOTIA COMPANY)
                                     ("OZ")

                                                    and

                                     ERICSSON CANADA INC.
                                     ("ERICSSON")

1.       BACKGROUND

         1.1.     This Specific Co-operation and Development Agreement ("SCDA")
                  is an agreement under the General Co-operation and Development
                  Agreement (the "GCDA") between an affiliate of ERICSSON,
                  ERICSSON Telecom AB, and an affiliate of OZ, OZ.COM, entered
                  into on November 1, 2000. Except to the extent inconsistent
                  with the terms of this SCDA, the terms set out in the GCDA
                  will form an integral part of this SCDA. It sets forth the
                  terms and conditions under which:

                  1.1.1.   OZ would perform DEVELOPMENT WORK and render other
                           consulting services for ERICSSON. For purposes of
                           this SCDA, "DEVELOPMENT WORK" will include all
                           "DEVELOPMENT WORK", as contemplated by the GCDA,
                           consulting work, and similar services.

                  1.1.2.   ERICSSON would offer assistance to OZ in performing
                           DEVELOPMENT WORK and other activities ("ERICSSON
                           SUPPORT WORK"). For purposes of this SCDA, the
                           DEVELOPMENT WORK and the ERICSSON SUPPORT WORK will
                           be collectively designated "WORK".

         1.2.     The terms capitalised and in bold face will have the meaning
                  set forth in this SCDA or the GCDA unless the context
                  obviously requires otherwise. If defined in both, the meaning
                  set forth in this SCDA will prevail.

         1.3.     The terms and conditions of this SCDA will apply to any WORK
                  performed by either party, unless otherwise agreed in writing.
                  General Purchasing Conditions of either party, even if
                  attached to any PURCHASE ORDER, will not apply to any WORK.

         1.4.     The term of this SCDA ("TERM") will be a period, beginning
                  upon its execution by the parties and terminating on a date
                  two years after a research and development facility is fully
                  operational as required by Section 3.3 below, unless extended
                  as set forth in Section 3.5.4 of this SCDA.

2.       SENIOR REVIEW COMMITTEE

         2.1.     The Parties will set up a "SENIOR REVIEW COMMITTEE" to review
                  the DEVELOPMENT WORK and the ERICSSON SUPPORT WORK.

         2.2.     Each Party will nominate two members to be its representatives
                  on the SENIOR REVIEW COMMITTEE. Either Party may at any time
                  and from time to time change its

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                  representatives by written notice to the other. Any
                  representative may be represented by a substitute.

         2.3.     The SENIOR REVIEW COMMITTEE will be chaired by a chairperson
                  nominated by OZ.


         2.4.     The SENIOR REVIEW COMMITTEE will review the progress on the
                  DEVELOPMENT WORK and discuss OZ's future business "roadmap"
                  generally.

         2.5.     The SENIOR REVIEW COMMITTEE will meet at least quarterly at
                  reasonable times and places specified by OZ.

         2.6.     The SENIOR REVIEW COMMITTEE will:

                  2.6.1.   Ensure the continuous adaptation of the details of
                           this SCDA in order to ensure the implementation of
                           its purpose.

                  2.6.2.   Co-ordinate activities under this SCDA with
                           activities of their respective affiliated companies.

                  2.6.3.   Co-ordinate activities under this SCDA with the
                           Microcell Group of Companies and any other third
                           parties who are participating with ERICSSON and OZ in
                           any DEVELOPMENT WORK.

                  2.6.4.   Agree on case by case basis to a reasonable split of
                           revenues from sales and licensing of the results of
                           the DEVELOPMENT WORK contemplated by Section 3.1.2.

                  2.6.5.   Generally, resolve all matters in relation to this
                           SCDA.

         2.7.     Meetings may be attended by a reasonable number of other
                  representatives as required to carry out the purpose of this
                  SCDA.

         2.8.     Minutes of meetings will be recorded by a secretary designated
                  by the chairperson. The secretary does not have to be a
                  representative and may be from outside the Parties'
                  organisations. Minutes will be circulated and deemed approved
                  if no objection is raised in the month following their
                  circulation to the Parties' representatives by email, fax or
                  hand.

         2.9.     The SENIOR REVIEW COMMITTEE may delegate its authority to
                  subcommittees formed for the purpose of any activity carried
                  out pursuant to this SCDA.

3.       DEVELOPMENT WORK

         3.1.     The DEVELOPMENT WORK will consist of the development of:

                  3.1.1.   the ERICSSON iPulse product or

                  3.1.2.   work that does not fall within the purview of Section
                           3.1.1.

         3.2.     The DEVELOPMENT WORK to be performed will be identified by OZ
                  and submitted by OZ for review by the SENIOR REVIEW COMMITTEE,
                  which will confirm the applicable

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                  technical specifications, delivery dates, acceptance criteria,
                  estimated costs, and other relevant items. These items will be
                  determined by the SENIOR REVIEW COMMITTEE in good faith. The
                  parties will work in good faith to establish terms of
                  reference for DEVELOPMENT WORK within the budgetary objectives
                  for DEVELOPMENT WORK set forth in Section 3.4 and 3.5.
                  ERICSSON will not refuse a reasonable request by OZ to perform
                  DEVELOPMENT WORK contemplated by Section 3.1 although it is
                  understood that:

                  3.2.1.   applications will be consistent with the core
                           strategies of each party;

                  3.2.2.   no less than US$2,000,000 of the US$6,000,000 will be
                           used to develop the iPulse product mentioned in
                           Section 3.1.1 in a manner consistent with the
                           Specific Co-operation and Development Agreement
                           between Ericsson Telecom AB and OZ.COM for
                           communications and link dated February 4, 1999; .

         3.3.     Except as otherwise determined by the SENIOR REVIEW COMMITTEE,
                  the DEVELOPMENT WORK will be substantially performed at a
                  fully operational development centre to be established by OZ
                  in the  Metropolitan Montreal area. It is understood that some
                  initial work on the iPulse product line will not be performed
                  in the Montreal area development centre and might be assigned
                  to an affiliate of OZ.

         3.4.     The prices for DEVELOPMENT WORK will generally be lump sum
                  prices determined by the SENIOR REVIEW COMMITTEE, it being
                  understood that the prices will generally be no higher than
                  the rates generally charged for similar work by similar
                  research and development facilities.

         3.5.     In consideration for the DEVELOPMENT WORK, ERICSSON will
                  advance to OZ a total of US$6,000,000 during the TERM as
                  follows:

                  3.5.1.   The advances will be made in eight (8) equal
                           instalments of US$750,000, the first instalment
                           payable at closing and subsequently every three (3)
                           months, that is on the 8th day of February, May,
                           August and November, the final payment to be made on
                           August 8, 2002.

                  3.5.2.   These advances will be applied by ERICSSON against
                           amounts due for DEVELOPMENT WORK.

                  3.5.3.   If the amount due for DEVELOPMENT WORK in any quarter
                           is greater than US$750,000 ERICSSON will pay this
                           amount to OZ and the excess over US$750,000 will be
                           applied to reduce the advance payable in any
                           subsequent quarter.

                  3.5.4.   If required, the TERM will be extended until all
                           advances have been applied to payments due for work
                           done, except that no advances will be made by
                           ERICSSON beyond the US$6,000,000 mentioned above.
                           This limitation on advances will not limit ERICSSON's
                           obligation to make payments for agreed DEVELOPMENT
                           WORK beyond the amount of the advances to which
                           ERICSSON has committed in this Section 3.5.4.

         3.6.     DEVELOPMENT WORK will be deemed "CONFIDENTIAL INFORMATION" for
                  purposes of Article 16 of the GDCA and the DEVELOPMENT WORK
                  and other activities under this SCDA will be covered by a "Non
                  Disclosure Agreement" between the affiliates of the parties
                  dated February 25, 1998.

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4.       ERICSSON SUPPORT WORK

         4.1.     ERICSSON will, as set forth below, generally assist OZ in
                  performing the DEVELOPMENT WORK and establishing itself as a
                  leading supplier of what is generally known as "Third
                  Generation" ("3G") telecommunications technology by:

                  4.1.1.   Giving OZ reasonable access to ERICSSON's "W-CDMA"
                           testing and integration laboratory at ERICSSON's
                           facility located at 8400 Decarie Boulevard, Town of
                           Mount Royal, Quebec ("3G LAB");

                  4.1.2.   Making available to OZ up to 6,000 hours of
                           assistance of qualified experts for the purpose of
                           assisting OZ in the testing of the DEVELOPMENT WORK
                           and other of its 3G products and the co-ordination of
                           the DEVELOPMENT WORK and other OZ product strategies
                           with ERICSSON's product strategies generally.

         4.2.     OZ access to the 3G LAB will be in accordance with ERICSSON
                  standard rates, rules, terms and conditions of access
                  reasonably established by ERICSSON and communicated to OZ from
                  time to time via the SENIOR REVIEW COMMITTEE. The standard
                  access charge will not, however, be charged for the first 300
                  hours of this access.

5.       NO SOLICITATION OF EMPLOYEES

         During the TERM, neither party (the "RECRUITING PARTY") will, directly
         or indirectly, (i) hire any employee of the other (the "EMPLOYER") or
         (ii) otherwise recruit any such employee to become an employee of, or a
         consultant to, the RECRUITING PARTY, without the other's express
         written consent. This restriction will also apply to the recruiting of
         persons who have been employees of the EMPLOYER who are normally
         resident in Canada and who are temporarily on an expatriate contract
         with a company within the EMPLOYER's group of companies. Any
         contemplated hiring or recruiting affected by this clause will be
         submitted to the SENIOR REVIEW COMMITTEE for review and approval.

6.       INTELLECTUAL PROPERTY

         6.1.     In the case of DEVELOPMENT WORK contemplated by Section 3.1.1,
                  Intellectual property rights will be determined as set forth
                  in the GCDA.

         6.2.     In the case of DEVELOPMENT WORK contemplated by 3.1.2, the
                  rules set forth in the GCDA will be modified as follows:

                  6.2.1.   Except as otherwise agreed by the SENIOR REVIEW
                           COMMITTEE, the deliverables from the DEVELOPMENT WORK
                           will include periodic consulting reports and showcase
                           applications, which will be pilot applications
                           demonstrating potential commercial uses of the Third
                           Generation platform being promoted by ERICSSON but
                           will not include any transfer of technology,
                           including any technology that may come into existence
                           as part of the DEVELOPMENT WORK. ERICSSON will own
                           the copyrights and rights of publication of any
                           consulting reports, the right to use and perform the
                           DEVELOPMENT WORK and any necessary license to OZ
                           technology required to enable ERICSSON'S use

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                           of the DEVELOPMENT WORK (on a royalty free basis
                           unless otherwise agreed by the SENIOR REVIEW
                           COMMITTEE).

                  6.2.2.   Notwithstanding Article 4.7 of the GCDA (and unless
                           otherwise decided by the SENIOR REVIEW COMMITTEE), OZ
                           will retain all rights to industrial and intellectual
                           property rights including any patent rights, know
                           how, copyrights (except with respect to consulting
                           reports), design rights, rights to circuit patterns
                           in semiconductor products, technical documentation
                           and any other industrial and intellectual property
                           rights included therein which have been created by OZ
                           (or its affiliates or subcontractors) under this
                           SCDA, or have been acquired in connection with the
                           DEVELOPMENT WORK although ERICSSON will retain any
                           industrial and intellectual property rights inherent
                           in the ERICSSON SUPPORT WORK.

                  6.2.3.   ERICSSON will assist in preparing and signing such
                           documents as may be necessary to enable OZ or OZ.COM,
                           to be registered as holder of patents or other
                           industrial and intellectual property rights.
                           Reasonable compensation will be paid for such
                           assistance.

                  6.2.4.   Both parties will maintain ownership of any
                           background technology that they contribute to the
                           DEVELOPMENT WORK. These technology contributions in
                           will be reviewed by the SENIOR REVIEW Committee when
                           its draws up the specifications for DEVELOPMENT WORK
                           and periodically thereafter so that the Parties' may
                           delineate respective intellectual property rights in
                           good faith.

7.       NOTICES

8.       Except as otherwise determined by the SENIOR REVIEW COMMITTEE, notices
         will be given as set forth in the GDCA to the persons indicated in
         Schedule A.

9.       DISPUTES

         9.1.     The Parties will use their best efforts to resolve any
                  disputes.

         9.2.     Any disputes will first be submitted to the SENIOR REVIEW
                  COMMITTEE for discussion and resolution. The SENIOR REVIEW
                  COMMITTEE will discuss the dispute in good faith appointing,
                  if deemed useful by any representative, experts (who may be
                  third-parties) to examine the relevant facts and to report to
                  the SENIOR REVIEW COMMITTEE.

         9.3.     If, in the opinion of any Party, the SENIOR REVIEW COMMITTEE
                  is unable to resolve a dispute in a fair and expeditious
                  manner, any representative may demand in writing the matter be
                  submitted to final and binding arbitration in accordance with
                  the rules set forth in the Quebec Code of Civil Procedure. The
                  arbitration will take place in Montreal and will be conducted
                  in English.

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10.      CHOICE OF LAW

11.      This SCDA will be governed by the law in effect in the Province of
         Quebec. When the provisions of the GCDA are applied by reference in
         accordance with Section 1.1, they will be interpreted in a manner
         consistent with Swedish law.


ERICSSON CANADA INC.                          (3044016 NOVA SCOTIA COMPANY).




/s/ DAVID WILLIAMS, General Counsel           /s/ GUNNAR THORODSSEN
------------------------------------          ----------------------------------
By:                                           By:

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                                   SCHEDULE A
                                     NOTICES


Commercial matters

ERICSSON

Address: ERICSSON Canada Inc.
8400 Decarie Blvd.
Town of Mount Royal, Quebec
H4P 2N2 Canada
Attention: General Counsel
Telephone: _____________________
E-mail: ______________________

OZ
Name: Robert G. Quinn
Address: OZ.COM
Snorrabraut 54
105 Reykjavik
Iceland
Telephone: +354 535 0000
E-mail: bob@OZ.is

Technical matters

ERICSSON

Address: _______________________

____________________________

____________________________
Attention: General Counsel
Telephone: _____________________
E-mail: ________________________


OZ

Name: Kjartan Emilsson
Address: OZ.COM
Snorrabraut 54
105 Reykjavik
Iceland
Telephone: +354 535 0000
E-mail: kjartan@OZ.is