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                                                                   EXHIBIT 10.3*


                   VALUE ADDED DISTRIBUTION LICENSE AGREEMENT

                                     between

                            ERICSSON RADIO SYSTEMS AB

                                       and

                                     OZ.COM


















* Certain portions of this Exhibit have been omitted and filed separately under
  an application for confidential treatment.

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                THE VALUE ADDED DISTRIBUTOR LICENSE AGREEMENT ("Agreement) by
                and between Ericsson Radio Systems AB (hereinafter "Owner"), a
                Sweden corporation, having an address for purposes of this
                Agreement at Torshamnsgatan 23, SE-164 80 Stockholm, Sweden, and
                OZ.COM and its subsidiaries, (hereinafter "VAR"), a California
                corporation, having an address for purposes of this Agreement at
                Snorrabraut 54, IS-105 Reykjavik, Iceland:

                WITNESSETH:

                WHEREAS, VAR have co-developed certain computer programs for and
                on behalf of Owner named iPulse (the "Code").

                WHEREAS, Owner is the owner of certain results of the joint
                development work and has been granted certain rights to
                proprietary technology and solutions owned by VAR;

                WHEREAS, VAR now desires (i) to market, sublicense and
                distribute the Code directly to its customers and use the Code
                in order to develop, market and to provide certain services
                related to the Code and other computer software (hereinafter
                defined as "Hosting Services") to its customers;

                WHEREAS, VAR and Owner previously have entered into a Value
                Added Reseller Agreement ("Old Agreement") dated February 25,
                2000;

                WHEREAS, this Agreement is intended to replace the Old Agreement
                and all other licensing rights obtained by VAR in any other
                agreement with Owner or any other company within the Ericsson
                Group, with the express exemption of any rights that have been
                granted for Canada in relation to the agreements made between,
                Ericsson Canada Inc, Microcell Telecommunications Inc, and VAR
                on [date]; and

                WHEREAS, each party hereto represents that it is ready, willing,
                and able to undertake the responsibilities and obligations set
                forth in this Agreement, and that it possesses the rights,
                resources, and capabilities to perform its responsibilities
                under this Agreement;

                NOW, THEREFORE, in consideration of the premises, and of the
                obligations herein made and undertaken, the parties hereto do
                hereby covenant and agree that the Old Agreement shall become
                null and void and also agree as follows:


        1       DEFINITIONS

                For the purpose of this Agreement, the definitions set forth in
                this Section shall apply to the respective capitalized terms:

                "CODE" -- Computer programming code consisting of the Client
                Code, Server Code and SDK, including source code (i.e.
                human-readable), object code (i.e. machine-readable), and
                associated procedural code, as more fully described in the
                Development Agreements.



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                "CLIENT CODE" -- A client software application to be used on a
                personal computer, mobile phone or any other device, intended to
                connect to Server Code, as more fully described in the
                Development Agreements.

                "DOCUMENTATION" -- The printed material relating to the Code,
                including, without being limited to, the description of the
                principles of operation.

                "ENHANCEMENT" -- A change or addition to the Code or
                Documentation, other than an Error Correction, that improves its
                function, adds new function, or substantially enhances its
                performance. Enhancements shall not include programs that have a
                value and utility separate from the use of the Code and that, as
                a practical matter, may be priced and offered separately from
                the Code.

                "ERICSSON GROUP" -- means Telefonaktiebolaget LM Ericsson and
                any of its directly or indirectly controlled subsidiaries.

                "ERROR" -- A defect in the Code or a mistake in the
                Documentation that prevents the Code from functioning in
                material conformity with the Specifications.

                "ERROR CORRECTION" -- A change to the Code or the Documentation
                that is in a form that allows its application to the Code or
                inclusion in the Documentation to re-establish material
                conformity with the Specifications. All Error Correction shall
                be considered part of Code and Documentation for all purposes
                under this Agreement.

                "HOSTING SERVICE"-- A service offering whereby VAR provides
                managed care and hosting services using the Server Code and/or
                Products, remote monitoring of the Server Code and/or Products
                and related consulting, customization, system integration,
                support and maintenance services to its customers.

                "PRODUCT(s)" -- Computer programs that are developed entirely by
                VAR, including its third-party licensees and contractors and are
                aimed to operate in connection with or without the Code as a
                portion of its Hosting Service.

                "SERVER CODE" -- A server software application allowing
                connections with and between Client Code applications, as more
                fully described in the Specifications attached hereto as Exhibit
                A.

                "SDK" -- A software developers kit further described in Exhibit
                A.


        2       VAR RESPONSIBILITIES

        2.1     Development of Hosting Services. VAR shall use all reasonable
                efforts to develop the Hosting Services. Upon completion of
                development of the Hosting Services, VAR shall test and evaluate
                the Hosting Services and assess their usefulness, performance,
                and marketability.



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        2.2     Marketing. If such assessment is positive, VAR shall use all
                reasonable efforts to market the Hosting Services in accordance
                with this Agreement. VAR shall use all reasonable efforts to
                package Hosting Services that VAR determines to be commercially
                reasonable offerings and to market the Client Code as set out in
                this Agreement.

        2.3     Cooperation and Marketing Efforts. VAR and Owner shall
                continuously discuss how to approach the market and to use
                market opportunities for the best benefit of both Parties.
                However, the above shall not in any way restrict VAR's right to
                offer and sell Hosting Services to any third party.

        2.4     Responsibilities Toward Customers. Except as otherwise provided
                in this Agreement, VAR shall assume all responsibility and
                liability to its customers with respect to the Products and
                shall assume all responsibility and liability for related
                customer support and assistance.

        2.5     Royalties. VAR shall pay royalties to Owner in accordance with
                Section 4.


        3       GRANT OF LICENSE

        3.1     Owner hereby grants to VAR nonexclusive, perpetual and
                irrevocable world-wide rights and license to:

                a)      to use, market and distribute the Client Code to
                        end-user customers and/or in cooperation with internet
                        companies to provide Hosting Services and for such
                        services to use, and operate the Server Code, for the
                        benefit of such end-user customers;

                b)      Use, and reproduce the Code and Documentation in object
                        code form or by using the SDK as VAR or with its
                        subcontractors, mPresence partners and its customers for
                        use in relation to mPresence services and for the
                        purposes of offering Hosting Services;

                c)      Use, reproduce, sublicense and distribute copies of the
                        Code (in object code form only) and Documentation to
                        VAR's subcontractors, Hosting Service partners and
                        customers in connection with the Hosting Services;

                d)      Use, The Code and Documentation in order to market,
                        promote and sell Hosting Services to VAR's customers and
                        for the benefit of end-users of such customers;

                e)      Use, reproduce, sublicense, market and sell copies of
                        the Code (in object code form only) and Documentation as
                        a Hosting Service or parts of a Hosting Service to
                        customers of VAR;

                f)      Use and display the trademarks, service marks, and logos
                        related to the Code and as specified in Ericsson's
                        Corporate Visual Language Manual and Exhibit B; and



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                g)      Use and copy the Code and Documentation thereof, for
                        marketing, training, and demonstration purposes with
                        respect to the Hosting Services.

                Any further rights to extend or add to the Code will be dealt
                with and agreed to by Owner on case-by-case bases.


        4       ROYALTIES AND PAYMENTS

        4.1     [***]

        4.2     [***]

        4.3     [***]

        4.4     Audit. Upon Owner's request, at mutually agreeable times no more
                frequently than twice annually, Owner or an agent or accounting
                firm chosen by Owner shall be provided reasonable access during
                normal business hours to the relevant records of VAR for
                purposes of audit of royalties due. Records sufficient to verify
                the revenue received and authorized end-user copies sold,
                leased, or otherwise distributed or transferred shall be
                maintained by VAR and made available for audit. Persons
                conducting the audit shall be provided a reasonable opportunity
                to interview any employees of VAR who have engaged in the
                marketing of Products in order to corroborate the information
                contained in such records.


        5       AVAILABILITY OF ENHANCEMENTS AND PRODUCTS

        5.1     Owner shall, to the extent developed or acquired by Owner and/or
                jointly developed by Owner and VAR offer VAR Enhancements for
                inclusion in the Code and Documentation as soon as they become
                available at conditions and prices to be agreed between Owner
                and VAR.



[***] These provisions have been omitted and filed separately under an
      application for confidential treatment.


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        5.2     VAR shall offer to license or sell Hosting Services to Owner on
                terms to which the parties shall, in good faith, agree.


        6       LIMITED WARRANTY AND LIMITATION OF LIABILITY

        6.1     Ownership and Authority. To the extent and with limitations
                produced by the Development Agreements, Owner warrants that it
                is the owner of certain U.S. and international copyrights in the
                Code and Documentation and that it has all rights necessary for
                the grant of the right and license granted by this Agreement.

        6.2     Disclaimer. As between the parties, VAR assumes responsibility
                for determining the suitability of the Code, for its use in
                Products, and for results obtained. Owner makes no warranty that
                all Errors have been or can be eliminated from the Code or
                Documentation, except as expressly stated above, and Owner shall
                in no event be responsible for losses of any kind resulting from
                the use of the Code or the Documentation in Products, including,
                without limitation, any liability for business expense, machine
                downtime, or damages caused to VAR or VAR's customers by any
                deficiency, defect, error, or malfunction. EXCEPT AS
                SPECIFICALLY SET FORH HEREIN, OWNER DISCLAIMS ALL WARRANTIES,
                EXPRESS OR IMPLIED, ARISING OUT OF OR RELATING TO THE CODE OR
                DOCUMENTATION OR ANY USE THEREOF, INCLUDING WITHOUT LIMITATION,
                ANY WARRANTY WHATSOEVER AS TO THE FITNESS FOR A PARTICULAR USE
                OF THE CODE OR DOCUMENTATION.

        6.3     Limitation of Liability. In no event shall Owner be liable to
                VAR or VAR's customers for any indirect, special, incidental, or
                consequential damages, including lost profits.


        7       OBLIGATION FOR EXPENSES

        7.1     Owner shall have no obligation or requirement whatsoever to
                reimburse VAR for any expenses or costs incurred by VAR in the
                performance of, or otherwise by reason of, this Agreement. VAR's
                incursion of costs or expenses under this Agreement is at its
                sole risk and upon its independent business judgement that such
                costs and expenses are appropriate.


        8       MARKING OF PRODUCTS

        8.1     All code and Documentation, including any Enhancements, shall be
                marked with Owner's copyright notice. Copies of the Code offered
                by VAR shall display Owner's copyright notice as set out in
                Appendix B. VAR may mark the Code included in Product with its
                own trademark and copyright notice as also set out in Exhibit B.


        9       TERM OF AGREEMENT, TERMINATION



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        9.1     Breach. Should either party commit a material breach in its
                obligations hereunder, or should any of the representations of
                either party prove to be untrue in any material respect, the
                other party may, at its option, terminate this Agreement by 60
                days' written notice to the other party. Such notice shall
                identify and describe the default upon which termination is
                based. The defaulting party shall have 30 days to cure such
                default, which, if effected, shall prevent termination by virtue
                of such default.

        9.2     Survival. Notwithstanding any termination or expiration of this
                Agreement, VAR shall retain the right to promote, market,
                support, train, license and otherwise provide Hosting Services
                based on the then current version of the Code as well as to
                continue to support Authorized End-User Copies that have been
                completed, marketed, and installed pursuant to the VAR License
                prior to the effective date of termination, subject to continued
                payment of applicable royalties to Owner.

        9.3     Continuation of Payment. Owner shall continue to be entitled to
                fees and charges set forth in Section 5 that have accrued or
                shall accrue and become due and owing to Owner with respect to
                Products for a period of 3 years next following the effective
                date of this Agreement. At the end of such 3-year period,
                providing all royalties due have been paid, all licenses granted
                by Owner hereunder shall be deemed fully paid up and this
                Agreement shall not hereafter by subject to termination of
                Owner.


        10      INDEMNIFICATION

        10.1    Owner Indemnification. Owner agrees to, and does hereby,
                indemnify and hold harmless VAR from any and all claims,
                demands, or actions alleging that the Code or Documentation,
                including any Enhancements, in the form delivered by Owner,
                infringes or abridges any third-party rights in copyright, trade
                secret, or other intellectual property rights.

        10.2    VAR Indemnification. VAR agrees to, and does hereby, indemnify
                and hold harmless Owner from any and all claims, demands, or
                actions from or relating to Products, or use by customers of
                Products, and based on or related to VAR's performance,
                nonperformance, infringement of third-party intellectual
                property rights, representations or statements made, or other
                actions with respect to Products.

        10.3    Conditions. The foregoing indemnities shall be contingent upon
                the party seeking to enforce the indemnity against the other
                party (1) giving written notice to the other party of any claim,
                demand, or action for which indemnity is sought; (2) fully
                cooperating in the defense or settlement of any such claim,
                demand, or action; and (3) obtaining the prior written agreement
                of the indemnifying party to any settlement of proposal of
                settlement.


        11      MISCELLANEOUS

        11.1    No Assertion of Rights. It is expressly understood and agreed
                that, as between Owner and VAR, all right, title, and interest
                in and to the Code and Documentation, including any other
                material furnished to VAR under this

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                agreement vests solely and exclusively in the Owner, and VAR
                shall neither derive nor assert any title or interest in or to
                such materials except for the rights of use or licenses granted
                under this Agreement.

        11.2    Independent Contractor Status. VAR is an independent contractor
                under this Agreement, and this Agreement shall not be construed
                as to create a partnership, joint venture, or agency
                relationship between the parties hereto. VAR shall have no
                authority to enter into agreements of any kind on behalf of
                Owner and shall not have the power or authority to bind or
                obligate Owner in any manner to any third party.

        11.3    No Conflict of Interest. VAR represents and warrants that it has
                full power and authority to undertake the obligations set forth
                in this Agreement and that it has not entered into any other
                agreements that would render it incapable of satisfactorily
                performing its obligations hereunder, or that would place it in
                a position of conflict of interest or be inconsistent or in
                conflict with its obligations hereunder.

        11.4    No Assignment. VAR represents that it is acting on its own
                behalf and is not acting as an agent for or on behalf of any
                third party and further agrees that it may not assign its rights
                or obligations under this Agreement without the prior written
                consent of Owner, provided, however, that this license shall be
                freely transferable to any purchaser substantially all of the
                assets of, or a majority of the outstanding voting stock of,
                VAR, or any company into which VAR is merged, whether or not VAR
                is the surviving entity.

        11.5    Notices. Any notices required or permitted to be sent shall be
                delivered personally, by overnight delivery service (such as
                Federal Express or DHL), or mailed certified mail, postage
                prepaid, return receipt requested, to the party's at the address
                noted above, unless by such notice a different address shall
                have been designated. Such notice shall be deemed to have been
                received upon actual delivery in the case of personal or
                overnight delivery and within three (3) business days after such
                mailing.

        11.6    Governing Laws. All questions concerning the validity,
                operation, interpretation, and construction of this Agreement
                will be governed by and determined in accordance with the laws
                of Sweden.

        11.7    No Waiver. Neither party shall be mere lapse of time, without
                giving notice or taking other action hereunder, be deemed to
                have waived any breach by the other party of any of the
                provisions of this Agreement. Further, the waiver by either
                party of a particular breach of this Agreement by the other
                shall not be construed or constitute a continuing waiver of such
                breach or of other breached of the same or other provisions of
                this Agreement.

        11.8    Force Majeure. Neither party shall be in default if failure to
                perform any obligation hereunder caused solely by supervening
                conditions beyond that party's control, including acts of God,
                civil commotion, strikes, labor disputes, and governmental
                demands or requirements.

        11.9    Entire understanding. The parties hereto acknowledge that each
                has read this Agreement, understands it, and agrees to be bound
                by its terms. This Agreement sets for the entire understanding
                between the parties as to the



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                subject matter hereof. This Agreement may be amended only by a
                subsequent writing that specifically refers to this Agreement
                and is signed by both parties, and no other act, document,
                usage, or custom shall be deemed to amend this Agreement.


        IN WITNESS WHEREOF, the parties have caused this Agreement to be
        executed by their respectively duly authorized representatives as set
        forth below.



        ERICSSON RADIO SYSTEMS AB              OZ.COM


        By: /s/ Lars Boman                     By: /s/ Skuli Mogensen


        Title:     VP & GM                     Title:      CEO
              --------------------------              --------------------------

        Date:      2000/11/01                  Date:       2000/11/01
             ---------------------------             ---------------------------

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                                   Exhibit A

                           [consisting of two pages]

                                     [***]



[***] These provisions have been omitted and filed separately under an
      application for confidential treatment.
<PAGE>   11

                                                       Appendix B to VADLA


BRANDING POLICIES FOR iPULSE AND mPRESENCE

        OZ.COM and Ericsson agree on the following branding rules for iPulse and
mPresence:

1) CLIENTS AND USER INTERFACES

        When mPresence utilizes the iPulse client and user interfaces, it shall
        comply with the SDK product branding rules set by the Link VC, i.e.,
        placement of `Powered by iPulse' logo, and Ericsson and OZ.COM logos in
        about box.

2) OZ.COM PRESS MATERIAL

        Press Releases related to mPresence shall contain branding copy of
        iPulse when applicable.

        The branding copy should be visible and readable in regular font-size
        within the main body of the release.

        The Branding copy shall be: iPulse(TM) is co-developed by Ericsson and
        OZ.COM.

        Separately, the branding copy should appear in the legal (mouse-type)
        copyright and trademark copy that follows at the end of the marketing
        materials.

        iPulse(TM) is a registered trademark LM Ericsson AB. iPulse is
        co-developed by Ericsson and OZ.COM.

3) IPULSE PRESS MATERIAL FROM ERICSSON

        Press Releases related to iPulse shall contain the agreed branding copy.

        The branding copy should be visible and readable in regular font-size
        within the main body of the release.

        The Branding copy shall be: iPulse(TM) is co-developed by Ericsson and
        OZ.COM.

        Separately, the branding copy should appear in the legal (mouse-type)
        copyright and trademark copy that follows at the end of the marketing
        materials.

        iPulse(TM) is a registered trademark LM Ericsson AB. iPulse is
        co-developed by Ericsson and OZ.COM.


4) MARKETING MATERIAL FOR MPRESENCE AND IPULSE

        In any marketing material that refers to iPulse, the branding copy
        "iPulse(TM) is co-developed by Ericsson and OZ.COM" should follow as
        close to the first instance the product name "iPulse" is referenced as
        possible. This guideline is similarly adopted for the inclusion of (TM)
        next to the product name.

        The branding copy should be visible and easily readable within the main
        body of the marketing material. And secondly the branding copy is again
        repeated in the legal copyright and trademark copy.

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With the branding guidelines understood and agreed upon, neither Ericsson nor
OZ.COM should require rigorous review of marketing materials being published or
printed. However, as a courtesy, both companies should inform each other and
cooperate on reviewing materials that support the promotion of iPulse. This
exchange and communication should actively occur between the marketing
communications and product marketing functions of both Link VC and OZ.COM prior
to the publication of any marketing materials.