<PAGE>
                                                                    EXHIBIT 10.1

             Specific Co-Operation and Development Agreement No. 3*


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


<PAGE>

SCDA No. 3                                                    September 27, 2001


                            SPECIFIC CO-OPERATION AND

                              DEVELOPMENT AGREEMENT

                                      NO. 3


                     Software Product Development & License


                                   for [ *** ]


              Under General Co-operation and Development Agreement



                            Provided by OZ.COM Canada




1     GENERAL


1.1   THIS SPECIFIC DEVELOPMENT AND CONSULTING AGREEMENT No. 3 (this
      "Agreement") is made and entered into this 27th day of September 2001, by
      and between Microcell Labs Inc. ("MICROCELL"), a Canadian corporation with
      offices at 1250 Rene-Levesque Blvd West, Suite 400, Montreal, Quebec,
      Canada, and OZ.COM Canada Company ("OZ"), a Nova Scotia Company, with an
      office at 1100 de la Gauchetiere Street West, Suite 150, Montreal, Quebec,
      Canada, H3B 2S2 and is made under the general terms of a General
      Co-Operation and Development Agreement ("GCDA") entered into between OZ
      and MICROCELL on November 8, 2000.


1.2   The terms of the GCDA shall apply to this Agreement except where they are
      inconsistent with the terms of this Agreement, and the defined terms used
      in the GCDA shall have the same meaning in this Agreement, unless the
      context would obviously require otherwise.


2     NAMES OF COORDINATORS OF EACH PARTY

2.1   The coordinating party for OZ will be:

            Name:      Gilles Lapierre
            Address:   1100 de la Gauchetiere Street West
                       Montreal, Quebec, H3B 2S2, Canada

                                                                     Page 1 of 5


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

<PAGE>

SCDA No. 3                                                    September 27, 2001

            Tel:       +1 514-390-1333
            Email:     gilles.lapierre@oz.com


2.2   The coordinating party for MICROCELL will be:

            Name:      Jean-Marc Ferland
            Address:   1250 Rene Levesque Blvd. West, Suite 400
                       Montreal, Quebec,  H3B 4W8, Canada
            Tel:       +1 514-937-2121
            Email:     marc.ferland@microcell.ca

3     IDENTIFICATION OF PREEXISTING WORKS.

3.1   OZ shall have the discretion to determine the method, details, and means
      of performing the work. Notwithstanding any provision of this Agreement to
      the contrary, any routines, libraries, tools, methodologies, processes or
      technologies created, adapted or used by OZ in its business generally,
      including all associated intellectual property rights (collectively, the
      "Development Tools") shall be and remain the sole property of OZ, and
      MICROCELL shall have no interest in or ownership claim to such Development
      Tools. In addition, notwithstanding any provision of this Agreement to the
      contrary, OZ shall be free to use any ideas, concepts or know-how
      developed or acquired by OZ during that performance of this Agreement to
      the extent obtained and retained by OZ's personnel as impressions and
      general learning.

4     DESCRIPTION OF WORK PRODUCT

4.1   OZ agrees to provide, and MICROCELL agrees to acquire, the services and
      products described in Exhibit A and Exhibit B hereto ("Work Product").

4.2   All work shall be performed in a workmanlike and professional manner. OZ
      and MICROCELL shall develop appropriate administrative procedures for
      coordinating with each other. MICROCELL shall periodically provide OZ with
      evaluations of OZ's performance.

4.3   Work Product will include any written reports, concept descriptions,
      feature lists, marketing material, data compilations, feasibility studies,
      and any other media, materials, or other objects produced as a result of
      OZ's work or delivered by OZ in the course for performing that work. OZ
      agrees to maintain agreements or commitments from key personnel assigned
      to work on projects pertaining to this Agreement, so such personnel remain
      available for completion and follow-up support as reasonably appropriate
      in the interest of the resulting product.


                                                                     Page 2 of 5

<PAGE>

SCDA No. 3                                                    September 27, 2001


5     LICENSE TO USE THE WORK PRODUCT


5.1   License Grant. As per Section 8.2 of the GCDA, MICROCELL shall have the
      right to use the Work Product.

5.2   Term of Licence. As per Section 8.5 of the GCDA, license granted by this
      agreement to MICROCELL shall remain in effect for a period of three (3)
      years commencing on the date of acceptance of the Work Product.


6     FEES, EXPENSES, AND PAYMENT

6.1   In consideration of the Work Product to be delivered by OZ consistent with
      this Agreement, OZ shall be entitled to compensation as set forth in
      Exhibit A. In addition to these fees, MICROCELL shall pay OZ its actual
      out-of-pocket expenses as reasonably incurred by OZ in furtherance of its
      performance hereunder. OZ agrees to provide MICROCELL with access to such
      receipts, ledgers, and other records as may be reasonably appropriate for
      MICROCELL or its accountants to verify the amounts and nature of any such
      expenses.

6.2   On the statement date in the Performance Milestone and Price table as per
      Exhibit A, OZ shall deliver a statement to Microcell detailing charges
      based on work performed and expenses incurred during the period.
      Statements shall be delivered according to Exhibit A.

6.3   Parties agree that Revenue Sharing shall apply to Work Products made
      pursuant to this Agreement as provided by Section 7.3 of the GCDA . It is
      not clear at the time of entering into this Agreement whether the Work
      Products marketed by OZ will be sold or licensed independent of OZ's
      mPresence offering, or whether the Work Products will be sold or licensed
      to third parties at all. However, in the event that OZ (or its
      Affiliate(s)) sells or licenses the Work Products to third parties during
      the three-year period specified in the GCDA, OZ hereby confirms that it
      will pay to MICROCELL 10% of its net revenues (as defined in the GCDA)
      attributable to such sale(s) or license(s). The value attributable to the
      sale or license of the Work Products shall be the actual price charged to
      the customer for the particular product(s) or service(s) where such value
      is fixed. In the case Work Product is utilized to provide services or
      products to OZ's customers, the revenue base shall be calculated as the
      value for the specific service(s) or product(s) identified on the
      customer's invoice, less sales taxes (VAT, GST, PST and any similar tax)
      attributable to the service(s) or product(s). In the event that the Work
      Product is integrated into OZ's mPresence offering and cannot be
      differentiated, MICROCELL and OZ will negotiate in good faith the
      percentage of the value of the Work Product on the total value of the
      bundled product.


                                                                     Page 3 of 5

<PAGE>

SCDA No. 3                                                    September 27, 2001


7     DELIVERY AND ACCEPTANCE


7.1   OZ shall deliver each Work Product as per the Performance Milestones and
      Schedule table set forth in Exhibit A.


7.2   Acceptance of the Work Products will be made as follows:

            o     MICROCELL will be given full access to functional and
                  operational documentation pertaining to the Work Products for
                  review and inspection.

            o     MICROCELL will be given full access to test plan and test
                  report documents for review and inspection. The test
                  documentation will cover the entire testing cycle, including
                  functional, integration and system test activities.

            o     MICROCELL technical staff will be invited to participate to
                  the project testing activities to verify the product
                  performance in OZ lab environment.

7.3   MICROCELL shall issue a notice of acceptance or rejection pursuant to
      these acceptance and testing activities. Such notice shall be delivered
      and processed as per Section 4.2 of the GCDA.

8     LOCATION OF WORK FACILITIES


8.1   Substantially, all of the work will be conducted by OZ personnel at the OZ
      facility in Montreal using OZ tools and computing environment. If deemed
      appropriate for specific activities, OZ personnel could be working on a
      temporary basis at one of the MICROCELL locations in downtown Montreal.

9     OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

9.1   Ownership of Work Product. In accordance with Section 8.1 of the GCDA, OZ
      shall be entitled to the full ownership of all rights, title and interest
      in Work Products and related Intellectual Property Rights.

9.2   Escrow. Upon request by Microcell, OZ shall deposit the software code of
      the Work Product, including software updates, with an escrow agent, agreed
      to by both parties, in accordance with Section 8.8 of the GCDA.


                                                                     Page 4 of 5

<PAGE>

SCDA No. 3                                                    September 27, 2001


10    TERM AND TERMINATION


10.1  Term. The term of this Agreement shall commence on the date set forth
      above and shall continue as per "Performance Milestones and Price" table
      included in Exhibit A.

10.2  Termination. Either party upon written notice may terminate this
      Agreement, if the other party performs a material breach of any obligation
      provided hereunder and the breaching party fails to cure such breach
      within sixty (60) days from the date of receipt of notice of such failure.

10.3  Survival. Notwithstanding any termination of this Agreement, the
      provisions of Sections 5.1, 5.2 and 6.3 shall remain in effect. In
      addition notwithstanding termination of the GCDA, Sections 1.2, 5.1, 5.2,
      6.3, 9.1 and 9.2 will also remain in effect.


      MICROCELL LABS INC.                        OZ.COM CANADA COMPANY


      By: /s/ Jean-Marc Ferland                  By: /s/ Gilles Lapierre
          -------------------------                  -------------------------

      Title: VP Labs                             Title:  VP OZ Canada



                                                                     Page 5 of 5

<PAGE>

Exhibit A to SCDA No. 3                                       September 27, 2001


                                    EXHIBIT A

                          TO SPECIFIC CO-OPERATION AND

                              DEVELOPMENT AGREEMENT

                                      NO. 3


                         Performance Milestones & Price


              Under General Co-operation and Development Agreement


                            Provided by OZ.COM Canada


1     1. GENERAL

      This SCDA is strictly related to the software development of a [ *** ]. A
      full product description is included in the attached Exhibit B to SCDA
      No.3.


1.1   Connections to other projects

      This project is related to the [ *** ], as it will result in the [ *** ]
      component supporting [ *** ] to/from users accessing the mPresence system
      with mobile phones.

      Development activities for the [ *** ] have been organized under project
      code name [ *** ] (platform) and [ *** ] (applications).


                                                                     Page 1 of 3

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

<PAGE>

Exhibit A to SCDA No. 3                                       September 27, 2001


2.    DEVELOPMENT SCHEDULE

      [***]

     Phase                                             Date of Completion
     -----                                             ------------------
     [***]                                              November 2, 2000
     [***]                                              November 27, 2000
     [***]                                              December 1, 2000
     [***]                                              December 29, 2000
     [***]                                              January 26, 2001
     [***]                                              February 14, 2001
     [***]                                              March 2, 2001
     [***]                                              March 23, 2001
     [***]                                              April 27, 2001


                                                                     Page 2 of 3

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


<PAGE>

Exhibit A to SCDA No. 3                                       September 27, 2001


3.    PERFORMANCE MILESTONES AND PRICE

      [***]

<TABLE>
<CAPTION>
Performance Milestone               Completed                    Price
--------------------------------------------------------------------------------
<S>                                 <C>                       <C>

[***]                                                         (1) CDN$ 31,402
                                                              (US$ 20,250)

[***]                                                         (2) CDN$ 252,173
                                                              (US$ 165,078)

[***]                                                         (3) CDN$ 37,121
                                                              (US$ 24,300)

[***]                                                         (4) CDN$ 137,017
                                                              (US$ 89,694)

SCDA No. 3 Grand Total              Upon date of              CDN$ 457,7121.4
                                    execution                 (US$ 299,332)
</TABLE>


-----------------------

(1)  1.00 Canadian dollar equals 0.6449 US dollar; Exchange rate, 15 Nov 2000:
     0.6449 (1.5507)

(2)  1.00 Canadian dollar equals 0.6546 US dollar; Exchange rate, 15 Feb 2001:
     0.6546 (1.5276)

(3)  1.00 Canadian dollar equals 0.6546 US dollar; Exchange rate, 15 Feb 2001:
     0.6546 (1.5276)

(4)  1.00 Canadian dollar equals 0.6546 US dollar; Exchange rate, 15 Feb 2001:
     0.6546 (1.5276)


                                                                     Page 3 of 3


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


<PAGE>

SCDA No. 3                                                    September 27, 2001


                                    EXHIBIT B

                          TO SPECIFIC CO-OPERATION AND

                              DEVELOPMENT AGREEMENT

                                      NO. 3

                                      [***]

                               PRODUCT DESCRIPTION

              Under General Co-operation and Development Agreement

                            Provided by OZ.COM Canada

                            [consisting of 10 pages]

                                      [***]




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