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                                                                    EXHIBIT 10.1

                 GENERAL CO-OPERATION AND DEVELOPMENT AGREEMENT

                                     between

                            ERICSSON RADIO SYSTEMS AB

                                       and

                                     OZ.COM



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TABLE OF CONTENTS


<TABLE>
<S>     <C>                                                                      <C>
1       BACKGROUND..............................................................  3
2       DEFINITIONS.............................................................  3
3       COOPERATION OBJECTIVES..................................................  4
4       OWNERSHIP, LICENSES AND MARKET RIGHTS..................................   4
5       MARKETING AND BRANDING..................................................  7
6       DEVELOPMENT AND TEST OF A SOLUTION......................................  7
7       DEVELOPMENT CONDITIONS..................................................  7
8       INFRINGEMENTS..........................................................  13
9       DAMAGE TO PERSON OR PROPERTY...........................................  13
10      DUTY OF NOTIFICATION...................................................  13
11      TERMINATION............................................................  14
12      INSURANCE..............................................................  15
13      ASSIGNMENT.............................................................  15
14      ACCESS TO INFORMATION..................................................  16
15      USE AND CONFIDENTIALITY................................................  16
16      TRAINING, INSTALLATION, MAINTENANCE AND SUPPORT........................  17
17      ANNOUNCEMENTS..........................................................  17
18      TERM...................................................................  17
19      GENERAL PROVISIONS.....................................................  18
</TABLE>



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                This General Co-operation and Development Agreement is made
                between

                Ericsson Radio Systems AB ("Ericsson"), registration number
                556251-3258, a limited liability company duly incorporated under
                the laws of Sweden and having its principal place of business at
                Torshamnsgatan 23, SE-164 80 Stockholm, Sweden,

                And

                OZ.COM ("OZ"), U.S. tax identification number 95-4560875, a
                corporation duly incorporated under the laws of California and
                having its principal place of business at Snorrabraut 54, IS-105
                Reykjavik, Iceland.

                Ericsson and OZ are hereinafter also referred to as individually
                the "Party" or collectively the "Parties".


        1       BACKGROUND

        1.1     On February 4, 1999 OZ and Ericsson Telecom AB concluded a
                General Co-operation and Development Agreement ("Old GCDA") and
                at the same date the sama parties concluded a Specific
                Co-operation and Development Agreement ("SPCDA ONE"). Both the
                Old GCDA and SPCDA ONE referred to above were amended through
                Amendment Number 1 on October 2, 1999.

        1.2     On [insert date] the rights and obligations set out in SPCDA ONE
                where transferred from Ericsson Telecom AB to Ericsson Radio
                Systems AB.

        1.3     The objective of this Agreement is to replace the Old GCDA, but
                not to change the rights and obligations for either Party as set
                out in SPCDA ONE.

        1.4     The Parties have agreed to create a long-term strategic
                partnership and to co-operate in the area of Internet based
                technologies, applications and services including but not
                limited to development, testing, integration, marketing, sales,
                distribution, support and maintenance of solutions based on
                relevant technologies and services such as publishing or
                knowledge transfer from each Party. The Old GCDA set forth the
                general terms and conditions for such co-operation. The Parties
                intend to further strengthen their relationship by this
                Agreement. Ericsson support OZ in its activities of continuing
                expanding its business and securing other customers.


        2       DEFINITIONS

        2.1     "Agreement" shall mean this General Co-operation and Development
                Agreement.

        2.2     "Development Work" means any development undertaking or any
                other project executed by OZ for Ericsson under any Specific
                Co-operation and Development Agreement.



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        2.3     "LINK" means a client-server application as set out in Appendix
                1.

        2.4     "OZ Application Technology" means such OZ and third-party
                proprietary technology as is further defined in Appendix 1.

        2.5     "Purchase Order" means a written request for Development Work.

        2.6     "Solution(s)" means the products and/or services that result
                from a Development Work.

        2.7     iPulse means the computer software, both in client and server
                version, set out in Appendix 1.


        3       COOPERATION OBJECTIVES

        3.1     This General Co-operation and Development Agreement sets forth
                the general terms and conditions that will be applicable to the
                future co-operation between the Parties in the area of Internet
                based technologies and applications, unless otherwise agreed in
                writing.

        3.2     When the Parties agree to co-operate in the design, programming,
                development, production, marketing, sales and distribution of
                specific products and/or services under the general terms of
                this Agreement, the specific terms and conditions therefor shall
                be set out in a Specific Co-operation and Development Agreement.

        3.3     A Specific Co-operation and Development Agreement and a Purchase
                Order may include, but not be limited to, the following specific
                terms and conditions:

                a)      Detailed description of the targeted Solution and
                        objectives
                b)      Each Party's contribution and responsibility
                c)      Project team members and contact persons
                d)      Time table
                e)      Technical specification and documentation
                f)      Business model
                g)      Fees and other compensation
                h)      Distribution of costs, expenses and revenues
                i)      Support and services
                j)      Marketing and advertising
                k)      Warranties
                l)      Term
                m)      Any other relevant provision

        3.4     In case of any discrepancy between this Agreement and a Specific
                Co-operation and Development Agreement the terms of the latter
                shall prevail.


        4       OWNERSHIP, LICENSES AND MARKET RIGHTS



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                Ownership to Background IPA

        4.1     Each Party will remain the owner of any know-how, patent,
                copyright, design rights, right to circuit patterns in
                semiconductor products, technical document and any other
                industrial and intellectual property rights owned by that Party
                prior to the signing of this Agreement, unless otherwise agreed.

                License of OZ Application Technology

        4.2     OZ will under Specific Co-operation and Development Agreements
                perform Development Work for the purpose of creating Solutions.
                The Solutions will or may include the OZ Application Technology,
                which shall be provided to Ericsson in object code form unless
                otherwise agreed. OZ hereby grants to Ericsson a fully paid-up,
                perpetual, non-exclusive, world-wide license to

                a)      use, modify (or have modified) and make extracts from
                        the OZ Application Technology for the purpose of use,
                        maintenance, sale and other distribution of the
                        Solutions;

                b)      incorporate of merge the OZ Application Technology or
                        modifications thereof or extracts therefrom into any
                        equipment or other software for the purpose set out in
                        a) above;

                c)      sublicense the OZ Application Technology as part of
                        Solutions to customers;

                d)      make as many copies of the OZ Application Technology as
                        are required for exercise of the licenses granted in
                        this Subarticle 4.2; and

                e)      sublicense the above in c) and d) stated rights to
                        Ericsson market channels (whether in the form of agents,
                        distributor or similar entity) designated by Ericsson to
                        be a market channel for Solutions.

        4.3     Right of First Refusal

                During the term of this Agreement or as long as Ericsson owns
                shares of OZ's preferred and/or common stock representing five
                percent (5%) or more in the aggregate of the issued and
                outstanding shares of OZ, whichever is longer or until OZ
                completes an IPO, OZ shall give written notice to Ericsson of
                all the relevant terms and conditions of any proposal to enter
                into any transaction involving a sale or license (exclusive or
                non-exclusive) of any OZ Application Technology in the areas of
                LINK and Communities with any prime competitor of Ericsson. If
                OZ gives such a notice to Ericsson, then for thirty (30) days
                following receipt of the notice, Ericsson shall have the option
                to enter into the proposed transaction on the terms and
                conditions set forth in the notice. In the event Ericsson elects
                to enter into the proposed transaction, Ericsson shall give
                written notice to OZ of its decision. In the event Ericsson does
                not elect to enter into the proposed transaction or fails to
                give notice of its decision within the specified period,



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                OZ may enter into the proposed transaction in accordance with
                the terms and conditions set forth in the notice. This process
                shall be repeated if OZ proposes to enter into the proposed
                transaction on terms more favourable to the third party than
                those first offered to Ericsson hereunder, except that the
                subsequent option period(s) shall then be only fifteen (15)
                days.

                License to LINK

        4.4     Subject to payment by Ericsson to OZ of the license fee set out
                below an exclusive, non-restricted, perpetual, non-revocable,
                world-wide license to test, use, modify, make extract from,
                sub-license and otherwise distribute, in whatever form or media,
                LINK (as defined in Appendix 1), shall be granted to Ericsson as
                from the execution of this GCDA.

                (a)     USD 1.000.000 already paid
                (b)     USD 500.000 when Ericsson has received binding orders
                        equivalent to 100.000 end-user licensees of iPulse


        4.5     OZ may also, on a case-by-case basis and on terms to be agreed
                upon in separate License Agreement(s), grant to Ericsson the
                rights set out in 4.2 above regarding the OZ Application
                Technology for the purpose of developing (or having developed)
                Ericsson branded applications and products that are not
                competing with current or planned OZ products.

        4.6     All rights granted to Ericsson above in Subarticles 4.2 and 4.4
                are also granted any other Ericsson company (whether wholly or
                majority owned or controlled by Ericsson or the parent company
                of Ericsson, Telefonaktiebolaget LM Ericsson).


        4.7     Ownership of results from Development Work

                Subject to its obligation to make the payments set forth in
                Subarticle 7.16, as soon as they appear, Ericsson shall be
                entitled to the full right of ownership (and right to use) all
                the results of the Development Work, and eventually the
                Solutions, whatever form they have. The ownership of results
                include the right to industrial and intellectual property rights
                including any patent rights, copyrights, rights to photographs,
                design rights, rights to circuit patterns in semiconductor
                products, technical documentation and any other industrial and
                intellectual property rights included therein that have been
                produced by OZ (or its subcontractors) for Ericsson, or have
                been acquired on Ericsson's behalf in connection with the
                Development Work.

        4.8     Assistance in Registration of Industrial and Intellectual
                Property Rights

                OZ undertakes to assist in preparing and signing such documents
                as may be necessary to enable Ericsson's parent company,
                Telefonaktiebolaget LM Ericsson, to be registered as holder of
                patents or other industrial and intellectual property rights.
                Reasonable compensation shall be paid for such assistance.



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                As regards inventions and innovations that have come into
                existence as part of the Development Work, OZ undertakes to
                enter into such agreements with its employees - or other
                personnel that OZ has hired for the Development Work - as are
                necessary to allow patents or other industrial and intellectual
                property rights to be assigned to Ericsson or to
                Telefonaktiebolaget LM Ericsson without other compensation that
                stipulated and agreed in relation to the Development Work except
                for the bonus to the inventing employee according to Ericsson or
                OZ patent reward program - whichever is more favourable to the
                employee.

        4.9     Modification and Assignment

                Ericsson may not modify photographs or artistic works in such
                way as to infringe the literary or artistic integrity of the
                artist or photographer.

                OZ undertakes to ensure that the artist or photographer waives
                all rights to be mentioned as creator or photographer or be
                mentioned as source, and OZ furthermore undertakes to have
                entered into such agreements with its employees, or other
                personnel that OZ has hired for the Development Work - as are
                necessary to allow Ericsson to acquire the rights that are
                mentioned in this Subarticle.



        5       MARKETING AND BRANDING

        5.1     Unless otherwise agreed in writing, sales of Solutions will only
                be made through Ericsson sales channels.

        5.2     Both the Ericsson and OZ brand identifications shall be included
                in Solutions and marketing material where both Parties'
                technologies are significantly included.


        6       DEVELOPMENT AND TEST OF A SOLUTION

        6.1     The Parties shall to the extent agreed in the Specific
                Co-operation and Development Agreement actively work to design,
                develop, improve and test a Solution including the integration
                aspects thereof.

        6.2     Each Party shall as soon as reasonably possible inform the other
                Party if any of its present products or services are changed in
                such a way that it may affect a Solution.


        7       DEVELOPMENT CONDITIONS

                The conditions specified below shall apply to any Development
                Work executed by OZ for Ericsson, unless otherwise agreed in
                writing in a Specific Co-operation and Development Agreement

        7.1     Documentation



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                Ericsson shall, to the extent agreed upon, provide OZ with the
                necessary documentation, e.g. specifications. If it is agreed
                that Ericsson shall provide any special resources, such as
                tools, documents or other assistance, for the Development Work,
                this shall be specified in the Specific Co-operation and
                Development Agreement, including when such special resource is
                to be provided by Ericsson.

                Any special resource provided by Ericsson shall, however, be
                returned on completion of the Development Work, or when the
                Development Work has been terminated or cancelled.

        7.2     Implementation plan

                An implementation plan shall be set up and specified in the
                Specific Co-operation and Development Agreement. Any alteration
                to such implementation plan shall be confirmed in writing by the
                Parties.

        7.3     Contact persons

                Each Party shall appoint contact persons with responsibility for
                technical and commercial matters.


        7.4     Personnel

                If OZ's personnel perform any work on Ericsson's premises, such
                personnel shall comply with the instructions to be observed by
                Ericsson's personnel, namely instructions issued by Ericsson.

                Ericsson shall contribute with personnel for the Development
                Work as specified in the Specific Co-operation and Development
                Agreement, including details of how such personnel are to be
                used.

        7.5     Subcontractors

                If OZ hires subcontractors for the Development Work or part
                thereof, each such subcontractor shall agree to be bound by the
                relevant terms of this Agreement and OZ shall assume the same
                responsibility for the work, acts or omissions of a
                subcontractor as for its own.

        7.6     Documentation Standards

                All documentation produced for Ericsson with regard to the
                Development Work, e.g., descriptions, drawings, models, tables,
                photographs, videos, discs or other media, shall be prepared and
                marked in accordance with Ericsson's written standards in place
                and delivered to OZ prior to the execution of the Specific
                Co-operation and Development Agreement to which such standards
                are to be applied. If OZ has not been notified thereof, it may
                apply its own standards in conformity with accepted technical
                practice.

        7.7     Amendments and additions to the Development Work



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                Amendments or additions to the Development Work must be in
                writing and duly executed by the Parties to be valid and may
                result in increases in the costs of Development Work, as the
                Parties may agree. OZ undertakes to propose such alterations in
                the Development Work that it considers will improve the result
                with respect to technical feature, costs or otherwise.

        7.8     Computer security

                If the Development Work is in any way connected with Ericsson's
                information and data processing systems or if such systems are
                used for the Development Work, OZ shall undertake to comply with
                Ericsson's written security regulations, which shall be
                delivered to OZ prior to execution of any Specific Co-operation
                and Development Agreement under the terms of which Development
                Work is anticipated to be connected with Ericsson's information
                and date processing systems. OZ shall furthermore ensure that
                its personnel and subcontractors comply with the said
                regulations. Ericsson, its personnel and subcontractors shall
                likewise undertake to comply with OZ's written security
                regulations if the Development Work is in any way connected with
                OZ's information and data processing systems.

        7.9     Quality assurance system

                OZ undertakes to commit reasonable commercial efforts to
                establish and maintain a quality assurance system conforming
                with the requirements set out in ISO (International Organisation
                for Standardisation) 9000 and any other applicable quality
                assurance system within Ericsson for the relevant Development
                Work, if not otherwise agreed to in a Specific Co-operation and
                development Agreement.

        7.10    Deliveries

                Development Work shall be performed in accordance with the
                timetable specified in the Specific Co-operation and Development
                Agreement. In the case the Development Work is subdivided in
                specific phases according to an implementation plan, OZ shall
                obtain permission to continue its work before starting on a new
                phase. The Parties will endeavour to implement processes that
                will permit OZ to maintain project momentum and to efficiently
                utilise its development staff without undue delays pending
                permission to continue its work.

        7.11    Development Work reports

                When the Development Work has been completed, of if approval is
                to be given after a specific phase in accordance with an
                implementation plan, a report of the final result of the interim
                result of each phase in question shall be submitted to Ericsson
                for approval.

        7.12    Approval

        7.12.1  Approval procedure



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                Ericsson shall as soon as possible, but not later than fifteen
                (15) working days following receipt of the report on the final
                or interim result, as set forth in Subarticle 8.11, approve or
                reject the result in writing, in which case Ericsson shall
                notify OZ of any deviations from the specifications given in the
                Specific Co-operation and Development Agreement which have
                caused rejection.

                If Ericsson has not rejected the result in a written notice to
                OZ within fifteen (15) working days following receipt of the
                relevant report in accordance with Subarticle 8.11, the result
                shall be considered as approved.

                At Ericsson's request OZ shall assist with demonstration of the
                result on-site, or at Ericsson's expense (including travel
                expenses), at a location other than the development location.

        7.12.2  Deviations from specifications

                In the event there are deviations from specifications in
                accordance with Subarticle 8.12.1 above, the responsible Party
                shall be obliged to undertake the necessary corrective measures
                immediately and at its own risk and expense. In case the
                deviation has caused rejection of reported final or interim
                results, OZ shall without undue delay submit a report on the
                final or interim result to Ericsson for anew evaluation and
                possible approval in accordance with Subarticle 8.12.1. Minor
                deviations from the specification may not be a cause for
                rejection of the result.

        7.13    Delays in delivery

                Ericsson shall, in the event of a delay in delivery under
                Ericsson's control promptly and as soon as the delay is
                identified, notify OZ thereof and provide OZ with a revised
                timetable including a list of any and all actions to remedy the
                delay. When a delay in delivery has been caused by Ericsson,
                Ericsson shall pay to OZ all actual project-related damages
                caused by the delay up to a maximum amount of two (2) month's
                cost of the relevant Development Work. OZ shall use its best
                efforts to mitigate the project-related damages caused by the
                delay.

                OZ shall, in the event of a delay in delivery under OZ's
                control, promptly and as soon as the delay is identified, notify
                Ericsson thereof and provide Ericsson with a revised timetable
                including a list of any and all actions to remedy the delay.
                When a delay in delivery has been caused entirely by OZ and has
                continued for eight (8) weeks, Ericsson shall be entitled,
                regardless of the time-limit referred to in Article 8.23, to
                cancel the Development Work, wholly or in part, in which case
                the Development Work report and related documents shall be
                handed over in accordance with Article 8.23 above.

        7.14    Guarantees

                OZ guarantees that its contribution to the Development Work will
                be executed with a high degree of care and in a professional
                manner. To the extent defects or shortcomings are the result of
                OZ's conduct, OZ under-



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                takes, at its own expense and without delay, to rectify any
                defects or shortcomings in the results of the Development Work
                in relation to the agreed specifications and defects or
                shortcomings in documents produced upon such Development Work.
                OZ's liability in this respect shall, however, only extend to
                defects of which notification is given within twelve (12) months
                from first customer commercial installation.

        7.15    Remuneration

        7.15.1  Revenues and costs from the sales and licensing of Solutions
                incorporating OZ Application Technology will be shared as
                defined in each Specific Co-operation and Development Agreement.

        7.15.2  Instead of or in addition to the revenue sharing set out in
                Subarticle 8.15.1 above, Development Work may be paid for based
                on fixed prices or on a current account. The Specific
                Co-operation and Development Agreement shall specify whether the
                Development Work is to be executed at a fixed price or on a
                current account.

        7.15.3  If the Development Work is delayed due to non-provision of a
                resource which Ericsson is under a contractual obligation
                provide, and if this is not rectified following a written demand
                to that effect by OZ, OZ shall be entitled to compensation for
                extra expenses. OZ shall, however, take the necessary steps to
                keep such expenses to a minimum.

        7.15.4  If Ericsson is obliged by law or regulation or by order from
                relevant authority to pay taxes, social security and/or other
                expense in relation to an agreed or executed payment, such
                payments shall be reduced by the amount of expense which
                Ericsson is obliged to pay in relation thereto. OZ shall be
                obliged to repay the amount of executed payments corresponding
                to such reductions immediately on demand.

        7.15.5  Fixed prices

                Payment to OZ at a fixed price shall represent the total price,
                including any fees, travelling expenses, allowances,
                disbursements etc, and the fixed price shall be specified in the
                Purchase Order.

        7.15.6  Current accounts

                When payments to OZ shall be made on a current account, the
                price and costs for fees, travelling expenses, allowances and
                disbursements shall be specified and agreed in advance.

                Any Development Work payable on a current account shall be
                limited by Ericsson in the Specific Co-operation and Development
                Agreement to maximum amount ("Maximum Amount"), which must not
                be exceeded without Ericsson's prior written permission. The
                Maximum Amount shall include all payments to OZ in accordance
                with Subarticle 8.15.7 through 8.15.9 below except addition
                overtime requested by Ericsson and unexpected travel expenses.



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                OZ shall be able to confirm the reported hours of its work by
                means of time records and unexpected travel expenses in an
                adequate manner.

        7.15.7  Fees

                Fees shall be specified as fixed daily or hourly fees.

                OZ's fees shall include salaries and salary-related costs,
                taxes, overtime, allowances and travelling expenses to the place
                where the Development Work is mainly to be executed. However,
                where an agreement has been concluded to that effect, overtime
                compensation shall be payable for overtime work explicitly
                requested by Ericsson.

        7.15.8  Travelling Expenses and Allowances

                For travelling to places other than the place where the
                Development Work is mainly to be executed, travelling expenses
                and allowances shall, if approved in writing by Ericsson, be
                payable in accordance with the travelling compensation
                regulations of Ericsson. Ericsson shall provide OZ with such
                regulations at the commencement of the Development Work and they
                shall be subject to change during the balance of the term of
                this Agreement. Such changes will effective upon receipt by OZ
                of notice thereof. Compensation for travelling time shall,
                however, not be payable.

        7.15.9  Compensation for other expenses

                OZ shall receive compensation for verified disbursements agreed
                to in advance.

        7.16    Invoicing and payment

        7.16.1  Fixed price invoices

                Development Work at a fixed price shall be invoiced as agreed in
                a payment plan. If no such payment plan has been agreed upon, an
                invoice may be forwarded earliest on submission for approval of
                the report on the final or interim result.

                Invoices shall contain the following particulars:

                -       reference to a Specific Co-operation and Development
                        Agreement;
                -       OZ's name/company and address;
                -       Specification of the work performed;
                -       Time consumed (hours/days) and hourly or daily fee in
                        respect of each of OZ's personnel taking part n
                        Development Work.

        7.16.2  Payments



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                Payment shall be made not later than sixty (60) days after
                receipt of each invoice. Invoicing shall be made according to
                the Specific Co-operation and Development Agreement.


        8       INFRINGEMENTS

        8.1     OZ represents and warrants that it has all rights and licenses
                necessary to grant the rights and licenses set out herein and in
                any Specific Co-operation and Development Agreement and that the
                use of the results developed, procured or supplied in the
                Development Work for Ericsson shall not constitute an
                infringement of any patents or another industrial and
                intellectual property rights belonging to OZ or any third party.

        8.2     OZ shall indemnify and hold Ericsson harmless with respect to
                all liabilities or losses, including, without limitation,
                reasonable attorneys' fees arising out of any proved claim,
                lawsuit or judgement from third parties in respect of any breach
                of the representation and warranty in Subarticle 9.1.

        8.3     Ericsson shall indemnify, defend and hold OZ harmless with
                respect to all liabilities or losses, including, without
                limitation, reasonable attorneys' fees arising out of any proved
                claim, lawsuit or judgement from third parties based on a claim
                that the specifications provided by Ericsson (as opposed to the
                manner of implementation) of any product developed under this
                Agreement or any Specific Co-operation and Development Agreement
                infringes the patents or any other industrial or intellectual
                property right belonging to any third party.

        8.4     Each Party shall notify the other Party without delay if such a
                claim is made and, provided that the other Party agrees to
                reimburse the notifying Party for any reasonable costs and
                expenses arising as a direct result thereof, fully co-operate in
                the defence of such claim. All settlements between the defending
                Party and third parties concerning such claims shall be approved
                by the other Party where such approval may not be reasonably
                withheld.


        9       DAMAGE TO PERSON OR PROPERTY

                Each Party will be liable for any damage to person or property
                caused to the other by wilfulness or gross negligence during the
                Development Work.

                If damage for which compensation is payable has occurred, the
                damaged Party shall take steps to limit the damage, provided
                always that such steps do not involve unreasonable expense or
                are unreasonably burdensome.


        10      DUTY OF NOTIFICATION

                OZ shall notify Ericsson without delay and in writing if any of
                the following events is likely to occur, or has already
                occurred:



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                -       material changes in the conditions of ownership with
                        respect to OZ or that part of OZ's business which is
                        engaged in the Development Work;
                -       OZ's bankruptcy, suspension of payments, composition
                        proceedings or liquidation;
                -       Infringements of a third party's rights; or
                -       Defects or shortcomings in a specification.

                This duty of notification does not entail any discharge from
                liability from any other effects herein described.


        11      TERMINATION

        11.1    Ericsson shall be entitled to terminate this Agreement and/or
                any Specific Co-operation and Development Agreement forthwith
                if:

                a)      if any agreement is concluded under which OZ's business,
                        or part thereof, is transferred to a company that is in
                        competition with Ericsson where OZ loses its ability to
                        control or fulfil its obligations under this Agreement
                        and or any Specific Co-operation and Development
                        Agreement. The parties acknowledge and agree that a
                        provider of hosting services comparable to the mPresence
                        service is not considered a competitor of Ericsson for
                        the purpose of this subsection;

                b)      timely completion of the Development Work is essentially
                        prevented due to a circumstance referred to in
                        Subarticle 21.2 (Force Majeure) for a period exceeding
                        three (3)months; or

                c)      OZ becomes insolvent or a petition under any laws of or
                        relating to bankruptcy, insolvency, reorganisation or
                        relief of debtors will be filed by OZ or if OZ executed
                        an assignment for the benefit of creditors, or if a
                        receive, custodian, liquidator or trustee is appointed
                        for OZ, or if OZ seeks or requests any such appointment,
                        or if OZ takes any corporate action to authorise any of
                        the foregoing actions, or if any case, proceeding or
                        other action against OZ is commenced and not dismissed
                        within ninety (90) days seeking to have an order entered
                        against it as a debtor under any law of or relating to
                        bankruptcy, insolvency, reorganisation or relief of
                        debtors or seeking appointment of a receiver, trustee,
                        custodian or similar official for it or for any
                        substantial part of its property.

                If Ericsson terminates a Specific Co-operation and Development
                Agreement for the reasons stipulated in Subarticle 12.1 c)
                above, OZ shall still be entitled to receive royalties and/or
                profit sharing payments in proportion to the value added by OZ
                to the Development Work prior to termination. The Parties agree
                that such value added shall be calculated as follows: (A)
                one-third of the agreed upon royalty or profit sharing
                percentage, plus (B) (x) two-thirds of the agreed upon royalty
                or profit sharing percentage times



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                (y) a fraction, the numerator of which is the aggregate amount
                of payments made or due up to and including the date of
                termination and the denominator of which is the Maximum Amount
                in the case of a current account Development Work or the agreed
                fixed price.

        11.2    OZ shall be entitled to terminate a Specific Co-operation and
                Development Agreement forthwith if Ericsson develops a product
                directly competing with the Solution defined under the said
                agreement.

                If OZ terminates a Specific Co-operation and Development
                Agreement for this reason or Ericsson terminates a Specific
                Co-operation and Development Agreement for any reason than
                stated in 12.1 and 12.3, OZ shall, at its option, (i) be
                entitled to payment of all amounts due up to and including the
                date of termination, provided Ericsson receives all results of
                the Development Work or (ii) retain all rights in the industrial
                and intellectual property rights n connection with the
                Development Work under such agreement.

        11.3    Either Party shall be entitled to cancel any agreement concluded
                hereunder, wholly or in part, if the other Party commits a
                material breach of such agreement and neglect to remedy the same
                within thirty (30) days of receipt of a written demand to that
                effect (including a description of the alleged breach of
                agreement).

        11.4    If OZ terminates any agreement concluded hereunder for the
                reason stated in Subarticle 12.3, OZ shall, at its option, (i)
                be entitled to payment of all amounts due up to and including
                the date of termination, provided that Ericsson receives all
                results of the Development Work or (ii) retain all rights n the
                industrial and intellectual property rights in connection with
                the Development Work under such agreement.

        11.5    If Ericsson terminates any agreement concluded hereunder for the
                reason stated in Subarticle 12.3, payment shall be made of all
                amounts due up to and including the date of termination and OZ
                shall be obliged, immediately and without further compensation,
                to report on the Development Work to which the cancellation
                relates and to deliver to Ericsson all the documents prepared in
                connection with the Development Work.


        12      INSURANCE

                OZ shall maintain sufficient insurance for any liability arising
                out of the Development Work and out of acts or omissions for
                which OZ is responsible hereunder. The minimum amount for such
                insurance shall be ten million (10.000.000) SEK.

                OZ shall upon request by Ericsson be able to present a
                certificate of insurance.


        13      ASSIGNMENT



<PAGE>   16

                Neither Party shall be entitled without the written consent of
                the other Party to assign its rights or obligations under this
                Agreement, which consent shall not be unreasonably withheld.
                Ericsson shall, however, be entitled to assign its rights to
                another company within the Ericsson group of companies; and OZ
                may assign its rights hereunder to any company with which it
                merges, acquires or is acquired by, so long as such party is not
                a primary competitor of Ericsson, i.e., Nokia or Motorola or
                similar companies.


        14      ACCESS TO INFORMATION

                During the term of this Agreement, each Party will upon request
                furnish the other Party with such information and material as is
                reasonably necessary for the purpose of evaluating whether to
                enter into or review a project or contract.

                All such information and material received by a Party from the
                other will be subject to the provisions concerning use and
                confidentiality as set forth in Article 16 below, and will be
                promptly returned if the parties do not enter into the
                contemplated agreement.


        15      USE AND CONFIDENTIALITY

        15.1    All information and material disclosed by one Party to the other
                during the term of this Agreement, including the terms and
                conditions of this Agreement and all further discussions between
                the Parties with respect hereto (hereinafter the "Confidential
                Information"), shall be used solely for the purposes of this
                Agreement and will be treated on a confidential basis, subject
                to appropriate disclosure as may be required by applicable law
                or judicial process.

        15.2    Confidential Information received by a Party shall not be
                disclosed directly or indirectly to any other person,
                corporation or entity for any purpose whatsoever, nor shall it
                be used or copied except for the purposes of this Agreement.
                Confidential Information may, however, be disclosed to such
                employees, subcontractors and professional advisors of the
                receiving Party who reasonably require the information for a
                purpose permitted herein and who have a secrecy obligation to
                the receiving Party not less strict than set out in this Article
                16.

        15.3    The obligations under Subarticles 16.1 and 16.2 shall not apply
                to such information that the receiving party can prove, with
                substantial evidence:

                (a)     is now or which (through no act of failure on the part
                        of the receiving Party) becomes generally available to
                        the public;

                (b)     is supplied by a third party who the receiving Party in
                        good faith believes is free to make such disclosure
                        without restriction;



<PAGE>   17

                (c)     is disclosed by the disclosing Party to third parties
                        generally without restriction on disclosure: or

                (d)     is independently developed by the receiving Party
                        without use of any confidential information from the
                        other Party.

        15.4    The obligations of this Article 16 shall survive the expiration
                or termination of this Agreement for a period of five (5) years.


        16      TRAINING, INSTALLATION, MAINTENANCE AND SUPPORT

                Ericsson will use its existing support channels and maintenance
                procedures for first and second line support and maintenance. OZ
                will establish its own third line support complying with written
                Ericsson support and maintenance standards and processes.

                OZ shall provide Ericsson with training as specified in each
                SCDA.


        17      ANNOUNCEMENTS

                All announcements to news media or third parties pertaining to
                this Agreement or any Specific Co-operation and Development
                Agreement will be subject to review and approval of Ericsson
                before any public disclosure. If either Party believes on advice
                of counsel that the making of a statement, public announcement
                or disclosure in Securities and Exchange Commission filings is
                necessary to comply with the requirements of any law,
                governmental order or regulation, it shall give the other Party
                prior notice of such advice and its intention to make such
                statement, public announcement or disclosure, and a text of such
                statement or announcement. Notwithstanding any other provision
                of this Agreement, if either party determines that any agreement
                between the Parties is sufficiently material to such party as to
                require inclusion as an exhibit to Securities and Exchange
                Commission filings, such Party (a) shall notify the other Party
                of such determination, (b) shall consult with the other Party as
                to those terms and provisions deemed to be particularly
                confidential or sensitive, (c) shall use all reasonable efforts
                to obtain confidential treatment of these confidential or
                sensitive terms and provisions and (d) may include such
                agreement or agreements as an exhibit to such filings, redacting
                such portions thereof as to which confidential treatment is
                obtained.


        18      TERM

        18.1    This Agreement shall be effective from the date of its execution
                until December 31, 2003. Unless terminated by either Party's
                written notice, the term of the Agreement shall be extended one
                (1) year at the time. Notwithstanding the aforementioned, the
                terms and condition of this Agreement shall remain in force as
                long as a Specific Co-operation and Development Agreement is in
                force between the Parties.



<PAGE>   18

        18.2    In the event of termination, the Parties shall co-operate in an
                orderly fashion with a view toward protecting any proprietary or
                confidential information they may have exchanged as well as to
                dissolve any projects that may have to be discontinued due to
                termination of this Agreement.


        19      GENERAL PROVISIONS

        19.1    Relationship between Parties

        19.2    The relationship of the Parties is that of independent
                contractors. Neither Party may act as an agent for or make a
                commitment on behalf of the other.

        19.3    Force Majeure

                If fulfilment of either of the Parties' obligations under this
                Agreement or any Specific Co-operation and Development Agreement
                is prevented by unforeseen circumstances beyond their control,
                such as fire, explosion, acts of God, war, embargo, intervention
                of any governmental authority, major industrial disputes,
                mobilisation, requisitions, currency restrictions, rebellions or
                riots, shortage of motor fuel, general shortage of means of
                transport commodities and energy, or defects and delays in
                deliveries from a supplier due to any of the aforementioned
                circumstances, this shall constitute a ground for discharge from
                liability for delays in approval or delivery and for relevant
                liquidated damages and other damages, provided that the Party
                suffering the delay immediately notifies the other Party of such
                delay.

        19.4    Expenses

                Each Party agrees to execute, deliver and/or file any and all
                further instruments that the other Party may reasonably deem
                necessary to carry out the purposes of this Agreement.

        19.5    Notices

                All notices between the Parties shall be in writing and given by
                mail, telefax, e-mail or express courier service to the
                recipient Party's address set forth below, until a Party
                provides written notice of a change of such address. Notices
                shall be deemed received in the ordinary course of the method of
                transmittal.

<TABLE>
                <S>                                    <C>
                Ericsson                               OZ

                Name:                                  Name:  Gunnar Thoroddsen

                Title:                                 Title:  General Counsel

                Address:                               Address:  Snorrabraut 54
                                                       IS-105 Reykjavik, Iceland

                Fax:                                   Fax:  +354 535 0080
</TABLE>



<PAGE>   19

                E-mail:         E-mail: gunnarth@oz.com

        19.6    Governing Law

                This Agreement shall be governed by and interpreted under the
                substantive laws of Sweden, excluding its rules on conflicts of
                law.

        19.7    Arbitration

                Any dispute arising under this Agreement, which the Parties
                cannot resolve through the efforts of their good officers
                working together, shall be finally settled by arbitration by a
                panel of three (3) arbitrators in accordance with the Rules of
                Arbitration of the Stockholm Chamber of Commerce then in effect.
                The place of arbitration shall be Stockholm but the Parties
                agree to request the arbitrators to consider alternating
                hearings between Stockholm, Sweden and Reykjavik, Iceland. The
                language of the proceedings shall be English.

                Any court of authority of competent jurisdiction may enforce the
                resulting award.

        19.8    Mutual Efforts

                The Agreement has been prepared and drafted through the mutual
                efforts of the Parties.

        19.9    Amendments

                This Agreement may be modified or amended only by a written
                instrument duly signed by the Parties.

        19.10   Entire Agreement

                This Agreement, together with any applicable Specific
                Co-operation and Development Agreement, is the complete and
                exclusive agreement of the Parties regarding its subject matter,
                and shall supersede any previous communications,
                representations, negotiations, or agreements between the
                Parties, whether oral or written.

        19.11   Severability

                If any provision of this Agreement is held illegal or
                unenforceable by any court of competent jurisdiction, such
                provision shall be deemed separable from the remaining
                provisions of this Agreement and shall not affect of impair the
                validity of enforceability of the remaining provisions of this
                Agreement.

        19.12   Language

                All correspondence under this Agreement shall be given or made
                in the English language unless the Parties agree otherwise.



<PAGE>   20

        19.13   Non-Waiver

                A waiver by either Party of any breach of any provision of this
                Agreement by the other Party shall not be construed as a
                continuing waiver of other breaches of the same or other
                provisions hereof by such other Party.

        19.14   Warranties

                OZ warrants that it has sufficient right and interest to grant
                the rights and licenses granted in this Agreement and in any
                Specific Co-operation and Development Agreement.

        19.15   General Limitation of Liability

                Notwithstanding anything contained in this Agreement to the
                contrary, neither Party shall be liable to the other on account
                of a breach of any provision of this Agreement for any loss of
                revenue, profits of business opportunity or similar
                consequential or indirect damages.

        19.16   Headings

                The headings of the Articles are for convenience only and shall
                not affect their interpretation.



        The Parties have caused this Agreement to be executed in two (2)
        identical originals as of the date written below


        ERICSSON RADIO SYSTEMS AB             OZ.COM




        By: /s/ Lars Boman                    By: /s/ Skuli Mogensen
            -----------------------------         -----------------------------
            Date and place                        Date and place
            2000/11/01 Stockholm                  2000/11/01 Stockholm