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                                                                     EXHIBIT 2.2


                            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:     ERICSSON CANADA INC., a corporation incorporated under the laws of
         Canada, having its registered office in Montreal, Quebec, ("ERICSSON");


WITNESSETH:

WHEREAS Ericsson owns 31 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 Ericsson 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 Ericsson
in the capital stock of UsCo; and

WHEREAS UsCo owns of 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
Microcell Capital II 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    "BOOKS AND RECORDS" means all books, records, files and
                  documentation, including without limitation, originals of
                  statements, books, ledgers, records, financial records and
                  accounting records;

         1.1.3    "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;

         1.1.4    "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;

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

         1.1.6    "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;

         1.1.7    "LAWS" means :

                  (a)      all applicable 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;

         1.1.8    "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;

         1.1.9    "OZ.COM SHARES" means 5,069,271 fully paid and non-assessable
                  shares of the Common Stock of the Purchaser issued to Ericsson
                  pursuant to this Agreement;

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         1.1.10   "PARTIES" means Ericsson and the Purchaser and "Party" means
                  any one of them;

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

         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:

         4.4      Authorized and issued capital of the Purchaser

         4.6      Form 10 - SB

         5.3.2    Shareholder Agreement

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.

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

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         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.

1.11     ACCOUNTING PRINCIPLES - Accounting terms not otherwise defined herein
         have the meaning ascribed thereto under generally accepted accounting
         principles in the United States of America.

                                   ARTICLE 2

                                PURCHASE AND SALE

2.1      PURCHASE AND SALE - Upon and subject to the terms and conditions
         hereof, Ericsson hereby agrees to sell to the Purchaser, and the
         Purchaser hereby agrees to purchase from Ericsson 31 Common Shares of
         the capital stock of UsCo (the "PURCHASED SHARES").

2.2      CONSIDERATION - As consideration for the purchase of the Purchased
         Shares, the Purchaser shall issue and deliver to Ericsson the OZ.COM
         Shares, at Closing.

                                   ARTICLE 3

                   WARRANTIES AND REPRESENTATIONS OF ERICSSON

         Ericsson 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.

3.1      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.

3.2      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 and
         has all requisite power and authority to carry on its business as now
         conducted and as proposed to be conducted. 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

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         nature, and UsCo has all necessary power and authority to own, lease
         and operate its property.

3.3      POWERS AND AUTHORIZATIONS - Ericsson has the capacity, power and
         authority and full legal right to enter into and execute this Agreement
         and to perform all of its obligations hereunder; Ericsson has taken all
         necessary action to authorize the execution of this Agreement on its
         behalf by its officers, directors and shareholders and to authorize the
         performance of all of its obligations hereunder; this Agreement has
         been duly executed by a duly authorized person on behalf of Ericsson
         and this constitutes valid and legally binding obligations of Ericsson
         enforceable against it in accordance with its 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.

3.4      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 per share, of which 100 Common Shares are issued and
         outstanding, fully-paid and non-assessable. The authorized and issued
         capital stock of Newco Canada consists of a limited number of 1,000,000
         Common Shares without nominal value and 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.

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

3.6      NO OPTIONS - To Ericsson'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;

                  (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.

3.7      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.

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

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

3.9      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 Ericsson 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 Ericsson,
         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.

3.10     RESIDENCE OF ERICSSON - Ericsson is a resident of Canada within the
         meaning of the Income Tax Act (Canada).

3.11     ADHERENCE TO LAWS, REGULATIONS AND CONTRACTS - Ericsson, UsCo and Newco
         Canada have complied and continue to comply with all applicable Laws,
         the non-compliance with which would have a materially adverse effect on
         UsCo or Newco Canada.

3.12     BROKER'S COMMISSION - None of Ericsson, or to the knowledge of
         Ericsson, 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.

3.13     VALUE OF THE OZ.COM SHARES - Ericsson has received and reviewed to
         Ericsson's satisfaction such documents and corporate and financial
         records of the Purchaser, and has had answered all questions with
         regard thereto that Ericsson deemed necessary or appropriate to
         evaluate the business, operations and assets of the Purchaser and the
         value of its Common Stock. Ericsson acknowledges that it is basing its
         valuation of the OZ.COM shares solely on its review of (i) the
         information provided to it by Purchaser as described in the preceding
         sentence, and (ii) Purchaser's representations and warranties set forth
         in this Agreement and the other documents, instruments and agreements
         between Ericsson and Purchaser executed in connection herewith. Such
         valuation has

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         not been based on any oral representations of the value of OZ.COM
         shares made by Purchaser or any officer employee, representative or
         agent of Purchaser.

3.14     INVESTMENT REPRESENTATIONS - The OZ.COM Shares to be issued to Ericsson
         pursuant to the terms of this Agreement 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. Ericsson has
         such knowledge and experience in financial and business matters that it
         is capable of evaluating the risks of an investment in Purchaser. The
         Purchaser has no intention of registering or qualifying under the 1933
         Act Ericsson' 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 Ericsson at the time it wishes to
         dispose of such OZ.COM Shares accordingly, Ericsson may have to bear
         the economic risk of holding the OZ.COM Shares for an indefinite period
         of time. Further, Ericsson is acquiring the OZ.COM Shares for
         investment purposes only for Ericsson' own accounts, and not on behalf
         of any other person nor with a view to, or for resale in connection
         with any distribution thereof. Ericsson 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.

3.15     TRUE AND COMPLETE REPRESENTATIONS AND WARRANTIES - The representations
         and warranties of Ericsson contained in this Agreement are true,
         accurate and complete in all material respects and there has been no
         omission by Ericsson to state any fact necessary to make the statements
         herein not misleading.

                                   ARTICLE 4

                 WARRANTIES AND REPRESENTATIONS OF THE PURCHASER

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

4.1      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.

4.2      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

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         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.

4.3      APPROVALS AND COMPLIANCE - No consent or approval of any regulatory
         authority or agency having jurisdiction over the Purchaser or over the
         property, rights and assets of the Purchaser, of any of the Purchaser's
         creditors or of any Party to any agreement to which the Purchaser is a
         party or by which it or 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 Purchaser's obligations thereunder; the
         execution of this Agreement and all ancillary documents hereto and the
         performance of the obligations thereunder by Purchaser is not and will
         not be in contravention or in conflict with the Articles, by-laws,
         resolutions of the Purchaser, its directors or its shareholders, or 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.

4.4      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 4.4, no share of the capital stock of
         the Purchaser is reserved for issuance and there is no authorized or
         outstanding 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 four percent (4%)
         of the "fully diluted capital" of OZ.COM as of August 30, 2000, as more
         particularly described on Schedule 6.4.

4.5      RECORDS - The minute books of the Purchaser 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 stockholding registers of
         transfers and registers of directors are complete and accurate.

         The financial Books and Records of the Purchaser have been maintained
         in accordance with sound business practices and fairly, accurately and
         completely present and disclose in accordance with Generally Accepted
         Accounting Principles applied on a basis

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         consistent with prior periods and throughout the periods involved (i)
         the financial position of the Purchaser and (ii) all transactions
         properly reportable in the Books and Records.

4.6      BUSINESS - Attached as Schedule 4.6 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 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.

4.7      CONSENTS AND APPROVALS - There is no requirement for the Purchaser to
         make any filing with, give any notice to or obtain any license, permit,
         certification, registration, authorization, consent or approval of, any
         Governmental Body as a condition to the lawful consummation of the
         transactions contemplated by this Agreement.

4.8      ABSENCE OF CONFLICTING AGREEMENTS ETC. - Save and except as may result
         from the identity of Ericsson 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, or (iii) 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.

4.9      ADHERENCE TO LAWS, REGULATIONS AND CONTRACTS - The Purchaser has
         complied and continue to comply with all applicable Laws, the
         non-compliance with which would have a materially adverse effect on the
         Purchaser.

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

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

4.12     BROKER'S COMMISSION - The Purchaser has not entered into any agreement
         that would entitle any Person to any valid claim against Ericsson 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.

4.13     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 its Common Stock. 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 Ericsson, or any of its respective officers, employees,
         representatives or agents.

4.14     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

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         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.
         Purchaser has such knowledge and experience in financial and business
         matters that it is capable of evaluating the risks of an investment in
         UsCo. Further, Purchaser is acquiring the Purchased Shares for
         investment purposes only for 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.

4.15     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 necessary to make the statements herein not misleading.

                                   ARTICLE 5

                                     CLOSING

5.1      CLOSING - At the time of closing on the Closing Date, Ericsson 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.

5.2      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 Ericsson;

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                  (b)      deliver to Ericsson 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 Ericsson.

5.3      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:

         5.3.1    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 renegotiation of this
                  Agreement;

         5.3.2    SHAREHOLDER AGREEMENT -The Shareholder Agreement in form and
                  substance similar to the document attached hereto as Schedule
                  5.3.2 shall have been executed by all relevant parties
                  thereto;

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

                                   ARTICLE 6

                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

6.1      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:

         6.1.1    NO TIME LIMIT - All of the warranties and representations set
                  out in Sections 3.1, 3.3, 3.4, 3.5, 4.1, 4.2, 4.4 and 4.11
                  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 Ericsson or the Purchaser
                  based upon any willful misrepresentation of such nature as to
                  constitute fraud;

         6.1.2    TIME LIMIT - All of the warranties and representations set out
                  in Section 3.10 shall continue to have full force and effect
                  for the periods prescribed by Law with respect to assessments
                  and reassessments for Taxes;

<PAGE>   12
                                     - 12 -


         6.1.3    TIME LIMIT - Subject to Subsections 6.1.1 and 6.1.2 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 7

                              CLOSING ARRANGEMENTS

7.1      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.

                                   ARTICLE 8

                                  MISCELLANEOUS

8.1      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 submit to
         the other Party its proposed public statement for approval of the other
         Party to the form, nature and extent of such disclosure, which approval
         shall not be unreasonably withheld.

8.2      FURTHER ASSURANCES - Each of the Party upon the request of the 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.

8.3      SUCCESSORS IN INTEREST - This Agreement and the provisions hereof shall
         enure to the benefit of and be binding upon the Parties and their
         respective successors and assigns. The Purchaser and Ericsson may not
         assign this Agreement or any of its rights and obligations hereunder
         without the prior consent of the other Party.

8.4      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:

<PAGE>   13
                                     - 13 -


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

                           ERICSSON CANADA INC.
                           8400 Decarie Blvd.
                           Town of Mount Royal, Quebec
                           H4P 2N2

                           Attention: General Counsel

                           Telecopier: (514) 345-7981

                  (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.

8.5      EXPENSES - Ericsson and the Purchaser shall bear and pay all 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; it being understood, whether or
         not the transaction contemplated in this Agreement and ancillary
         documentation closes, Ericsson shall not be responsible and shall not
         assume any of the Purchaser's transaction expenses.

8.6      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.

8.7      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.

8.8      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.

<PAGE>   14
                                     - 14 -


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


                                        ERICSSON CANADA INC.



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


                                        OZ. COM



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