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                                                                    EXHIBIT 10.4


                   GENERAL CO-OPERATION DEVELOPMENT AGREEMENT




                  THIS GENERAL CO-OPERATION AND DEVELOPMENT AGREEMENT (this
                  "Agreement") is made and entered into this 8th day of November
                  2000, by and between Microcell Labs Inc. ("MICROCELL"), a
                  Canadian corporation with offices at 1250 Rene-Levesque Blvd.
                  West, Suite 400, Montreal, Quebec, Canada, and 3044016 Nova
                  Scotia Company ("NSCO") a provider of wireless Internet
                  applications and services with registered offices in Halifax,
                  Nova Scotia, Canada:


                                   WITNESSETH:


                  WHEREAS MICROCELL desires to engage NSCO to perform software
                  development and consulting projects of different kinds, from
                  time to time, pursuant to one or more Specific Agreements, and
                  NSCO is interested in accepting such engagements, the whole
                  subject to the Parties' further agreement on the scope and
                  terms of each such Specific Agreement;


                  WHEREAS NSCO desires to perform such software development and
                  consulting services by operating and maintaining an office in
                  Montreal, Canada;


                  WHEREAS NSCO will grant to MICROCELL a license to use the
                  products to be developed under this Agreement within the frame
                  and by the terms of this Agreement; and


                  WHEREAS MICROCELL and NSCO mutually desire to set forth in
                  this Agreement certain terms applicable to all such
                  engagements;


                  NOW, THEREFORE, MICROCELL and NSCO, intending to be legally
                  bound, hereby agree as follows:

1        GENERAL

1.1      SUBJECT AND PURPOSE OF THIS AGREEMENT. This Agreement sets forth the
         terms and conditions applicable to software development and consulting
         projects to be requested by MICROCELL and to be performed by NSCO
         pursuant to one or more Specific Agreements, governed by the general
         terms of this Agreement.

1.2      DEFINITIONS. For the purpose of this Agreement and any Specific
         Agreement, capitalized terms shall have the following meaning:

1.2.1    "Affiliate" shall mean any corporation, partnership or other entity
         that is in or under the direct or indirect control of, or under common
         control with, the referenced party, and for such purpose "control"
         shall exist whenever there is an ownership, profits, voting or similar
         interest representing at least 50% of the total interests of the
         pertinent entity then outstanding. For the purpose of this definition,
         the term "Affiliate" shall include Inukshuk Internet Inc., as long as
         Microcell Telecommunications Inc., directly or indirectly owns shares
         representing 50% or more of voting rights of such Company.

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

1.2.3    "Confidential Information" shall mean information exchanged between the
         Parties in accordance with Section 9 hereof, including any information
         relating to a Work Product. For purposes of this Agreement,
         Confidential Information shall not include, and the obligations
         provided hereunder shall not apply to, information that: (a) is now or
         subsequently becomes generally available to the public through no fault
         of the recipient; (b) recipient can demonstrate was rightfully in its
         possession prior to disclosure by the other Party; (c) is independently
         developed by the recipient without the use of any Confidential
         Information provided by the other Party; (d) recipient rightfully
         obtained or obtains from a third party who has the right, without
         obligation to the other Party, to transfer or disclose such
         information; (e) is released or approved for release by the other Party
         without restriction; or (f) is inherently disclosed in the use, lease,
         sale, or other distribution of any present or future product or service
         produced by, for or under authorization of either Party or in publicly
         available supporting documentation for any such product or service.

1.2.4    "Days" (whether or not capitalized) shall mean calendar days unless
         otherwise specified, provided that if a deadline falls on a Saturday,
         Sunday or holiday, it shall be extended until the following regular
         business day.

1.2.5    "Intellectual Property Rights" shall mean any rights under patent,
         semiconductor chip protection, copyright, trade secret, trademark or
         similar laws throughout the world.

1.2.6    "Minimum Quarterly Charge" as the meaning set forth in Section 7.2 of
         this Agreement.

1.2.7    "Parties" shall mean the Parties of this Agreement and "Party" shall
         mean any one of them.

1.2.8    "Software" shall mean software that NSCO will develop or create
         pursuant to a Specific Agreement or software that MICROCELL develops
         and that NSCO integrates into its product offering pursuant to a
         request of Microcell.

1.2.9    "Specific Agreement" as the meaning set forth in Section 3.

1.2.10   "Tooling and Test Equipment" ("T/TE") shall mean the hardware and/or
         software, listed under this description in any Specific Agreement, that
         is required to be specially created or obtained in the manufacture,
         assembly or testing in the performance of such Specific Agreement.

1.2.11   "Work Product" shall mean the deliverable items (services, Software,
         materials, products, etc.), including iPulse version 1.5, that NSCO
         provides or creates as described more specifically in each applicable
         Specific Agreement.

2        GENERAL COOPERATION AND TERMS

2.1      GENERAL. This Agreement sets forth the general terms and conditions
         that will be applicable to the future co-operation of the Parties.

2.2      RESEARCH AND DEVELOPMENT CREDITS. NSCO agrees to assist MICROCELL to
         any reasonable extent in order for MICROCELL to be able to prepare its
         annual audited report with respect to being able to claim its yearly
         contribution for research and development efforts to Canadian
         authorities (i.e. Revenue Canada and Industry Canada). NSCO intends to
         claim all possible tax credits under the laws of the Province of Quebec
         and Can-

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                  ada resulting from expenses related to research and
                  development. In the event NSCO cannot or elects not to claim
                  such tax credits, NSCO agrees that such tax advantages will be
                  claimed by MICROCELL and to co-operate with MICROCELL for such
                  claims.

3        SPECIFIC AGREEMENTS

3.1      SCOPE AND USE. Parties will enter into one or more specific
         agreement(s) between them for the purpose of defining or describing one
         or more Work Product(s) to be delivered by NSCO to MICROCELL ("Specific
         Agreement(s)") during the term of this Agreement. Each Specific
         Agreement shall identify the services, functions, equipment, facilities
         and other resources to be provided by each Party in order for the tasks
         specified in such Specific Agreement to be performed.

3.2      FORMAT AND TERMS. Except as otherwise specifically agreed by the
         Parties, each Specific Agreement will conform to substantially the
         format provided as an Exhibit A to this Agreement. Each Specific
         Agreement shall be entitled "Specific Agreement No. [__] under General
         Co-operation and Development Agreement, dated DDMMYY." Each Specific
         Agreement shall include a provision for the dated signatures of
         authorized representatives of both Parties. In case of discrepancy
         between this Agreement and a Specific Agreement, the terms of the
         latter shall prevail. Principal terms of the Specific Agreement
         generally will include:

            o   A detailed description of the work to be done and technical
                specifications of the expected Work Product.

            o   Project Team Members of each Party

            o   Term, Warranties, Maintenance, Support and Services

            o   Intellectual Property Indemnity

            o   Services, equipment and facilities (if any) to be provided by
                NSCO

            o   Services, equipment and facilities (if any) to be provided by
                MICROCELL

            o   Third-party services, equipment and facilities (if any) required
                to be obtained, which will be MICROCELL's responsibility unless
                otherwise indicated

            o   Target time schedules and delivery dates

            o   Completion criteria, quality testing standards and reports

            o   Acceptance tests

            o   Price for the services and terms of payment

            o   Any other relevant provisions

3.3      COMMITMENT TO ENTER INTO SPECIFIC AGREEMENT(S). MICROCELL agrees that
         NSCO shall be its preferred development resource in the general field
         of wireless Internet messanging and presence management applications,
         during the term of this Agreement, and if the terms, conditions and
         delivery dates imposed by NSCO are reasonable in the circumstances and
         in accordance with the terms of this Agreement. MICROCELL agrees to

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         engage NSCO in consulting and development projects in the area of
         wireless Internet messanging and presence management technologies
         pursuant to one (1) or more Specific Agreements governed by the terms
         of this Agreement. MICROCELL will act in good faith to provide NSCO
         with business and technical information sufficient for NSCO to contract
         for each such opportunity, when and as it arises. If such project is
         provided by MICROCELL and undertaken by NSCO and is within NSCO's
         interest and means, MICROCELL and NSCO shall diligently and in good
         faith negotiate applicable terms, conditions, work schedules, and
         deliverables. NSCO agrees that Affiliates of MICROCELL may be a Party
         to any of the Specific Agreements.

3.4      TYPES OF WORK. It is expected that the projects that NSCO may undertake
         pursuant to one (1) or more Specific Agreements will initially relate
         to development of wireless Internet software applications and/or
         consulting services in the area of wireless Internet technologies.
         Other possible projects could include, if mutually agreeable, hosting
         services; joint marketing and sales; joint distribution of software
         applications outside MICROCELL's distribution channels; maintenance and
         support; customization; installation and integration services.

3.5      ADOPTION OF SPECIFIC AGREEMENTS; CHANGES. Specific Agreements, changes
         to Specific Agreements, and amendments to this Agreement shall be
         effective only if in a writing accompanied by dated signatures of
         authorized representatives of both Parties.

3.6      BRANDING OF WORK PRODUCTS. NSCO agrees that MICROCELL or its Affiliates
         will have the right to commercialize any Work Product under its own
         brand name, trademark or service mark. MICROCELL will however indicate
         in the Work Product used by its customers that NSCO is the owner of the
         Intellectual Property Rights. Such indication will be clearly made
         visible on the product interface, as would appear to the end-user
         customer, such as in a "splash screen", "about box" or in a similar
         manner.

4        PERFORMANCE

4.1      REASONABLE EFFORTS. The Parties agree to use commercially reasonable
         efforts to perform the tasks assigned and to complete the Work Product
         specified in each applicable Specific Agreement. All services and Work
         Product shall be rendered by NSCO in a workmanlike manner by personnel
         having a level of skill commensurate with their responsibilities.

4.2      DELIVERY AND ACCEPTANCE. NSCO shall deliver each Work Product, upon
         completion, to MICROCELL's technical coordinator for its testing and
         acceptance. NSCO shall memorialize such delivery in a delivery
         confirmation, which sets forth the nature and condition of the Work
         Product, the medium of delivery, and the date of its delivery.
         MICROCELL's principal contact with respect to technical matters
         ("Technical Contact") shall countersign such delivery confirmation so
         as to indicate its receipt of the contents described therein. Unless a
         different procedure for testing and acceptance is set forth in a
         Specific Agreement, MICROCELL's Technical Contact shall commence
         acceptance testing following its receipt of the Work Product. Upon
         completion of such testing, MICROCELL shall issue to NSCO's Technical
         Contact notice of acceptance or rejection of the Work Product. In the
         event of rejection, MICROCELL shall give its reasons for rejection to
         NSCO's Technical Contact in reasonable detail. NSCO shall use all
         reasonable effort to correct any deficiencies or non-conformities and
         resubmit the rejected items as promptly as possible. Unless otherwise
         stated in a Specific Agreement, each Work Product will be deemed to be
         accepted by MICROCELL in the event it fails to issue any notice,
         whether for acceptance or rejection, within thirty 30 days from the
         date of delivery of Work Product.

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                                                                           5(17)


4.3      TARGET DATES. Scheduled performance dates are estimates only. Both
         Parties recognize such dates are dependent on development, resource
         availability, funding, assistance, and other factors that may cause
         dates to shift or interfere with completion. Each Specific Agreement
         could however set forth certain penalties for late deliveries of a Work
         Product.

4.4      THIRD-PARTY RESOURCES. References to Work Product or the assignment to
         NSCO of responsibility for particular services relating to Work Product
         shall not be construed to make NSCO responsible for securing any
         related Intellectual Property Rights that may be owned or retained by
         third parties, unless the applicable Specific Agreement expressly makes
         NSCO responsible for securing those Intellectual Property Rights. A
         statement or reference in a Specific Agreement that NSCO is responsible
         for obtaining third-party resources, including services, equipment,
         facilities, or Intellectual Property Rights, is subject to the
         availability of those resources.

4.5      RESOURCES PROVIDED. A Specific Agreement may state that NSCO or
         MICROCELL is responsible for obtaining certain resources. Examples of
         resources that may be provided by either Party for use in work done
         under a Specific Agreement:

            o   Services, including development services, engineering services,
                training, manufacturing services, or administrative support

            o   Software

            o   Programming and documentation previously in existence, where the
                Intellectual Property Rights are owned by one of the Parties

            o   Programming and documentation previously in existence, where the
                Intellectual Property Rights are owned by third parties and
                limited rights to such Software have been obtained by one of the
                Parties under license

            o   Equipment. Unless otherwise agreed, any equipment provided by
                either Party to the other Party is loaned for use in performing
                the tasks specified in applicable Specific Agreements and, upon
                completion of those tasks, shall be returned in the same
                condition as received, fair wear and tear excepted. Any charges
                applicable for the loan of such equipment shall be set forth in
                the Specific Agreement.

            o   Tooling and Test Equipment.

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4.6      COMPLETION UPON DEFAULT. If NSCO is in material breach of a particular
         Specific Agreement to develop a Software, NSCO shall, within 10 days
         from the receipt of notice from MICROCELL detailing the nature of the
         breach, repair such faults at no additional cost. In the event that
         such breach continues for a period of ninety (90) days from the end of
         said 10-day period, or in the event of repetitive material breaches in
         one or more Specific Agreements, MICROCELL shall have the right to take
         delivery of the work-in-process and to complete the Software at its own
         expense. Provided that MICROCELL elects to take delivery of the
         Software, MICROCELL shall be obligated to pay NSCO for all work
         performed up to the date of delivery of the work-in-process to
         MICROCELL, plus any work performed by NSCO at the request of MICROCELL
         in connection with the support of MICROCELL's completion of the
         Software and any integration of the Software for the benefit of
         MICROCELL. The Intellectual Property Rights with respect to such
         Software shall pass to MICROCELL. In the event MICROCELL exercises its
         right to complete the Software as herein described, NSCO shall have the
         option to repay all fees paid by MICROCELL relating to the Software in
         question and retain full title, right and ownership to the Software.

5        CONTRACT ADMINISTRATION

5.1      PRINCIPAL CONTACTS. The Parties will designate and maintain principal
         contacts for purposes of all work and business between them concerning
         this Agreement and all notices required or permitted hereunder. These
         initially will be:

         For NSCO with respect to commercial matters ("Commercial Contact"):

         Commercial Contact: To be provided by NSCO

         Business Phone:

         Business Mailing Address:

         Fax:


         For MICROCELL with respect to commercial matters ("Commercial
         Contact"):

         Commercial Contact: Marc Ferland

         Business Phone: 514 937 2121

         Business Mailing Address: 1250, Rene-Levesque Blvd West, Suite 400,
         Montreal, Quebec, H3B 4W8 Canada.

         Fax: 514 937-2554


         For NSCO with respect to technical matters ("Technical Contact"):

         Technical Contact: To be provided by NSCO

         Business Phone:

         Business Mailing Address:


         For MICROCELL with respect to technical matters ("Technical Contact"):

         Technical Contact: Marc Ferland

         Business Phone: 514 937 2121

         Business Mailing Address: 1250, Rene-Levesque Blvd West, Suite 400,
         Montreal, Quebec, H3B 4W8 Canada.

         Fax: 514 937 2554

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5.2      AUTHORIZATIONS. The signature or initials of the commercial contacts on
         Specific Agreements or changes or amendments to Specific Agreements
         shall be deemed the authorized signature of the respective Party.

5.3      REPLACEMENT OF PRINCIPAL CONTACTS. If either Party decides at any time
         to replace the person serving as its Commercial Contact or its
         Technical Contact, it may do so by written notice to the other Party.

5.4      NOTIFICATION. Any notice under this Agreement shall be deemed given if
         sent by courier, facsimile or registered mail, directed to the
         commercial contact of the Party being notified. Any written notice sent
         by courier or registered mail shall be deemed validly given or received
         on the tenth (10th) day following the date of its transmission by
         courier or mail. Notices given by facsimile are deemed to have been
         received on the date of transmission.

6        COMMUNICATIONS; REPORTS; ACCESS

6.1      PROGRESS CONFERENCES. The Parties shall confer monthly, or at other
         times specified in the Specific Agreement, regarding the progress of
         the work required under each Specific Agreement, any anticipated
         problems (resolved or unresolved), and any indication of delay in fixed
         or tentative schedules.

6.2      ACCESS. Each Party shall, from time to time and upon reasonable notice,
         give the other Party access to its facilities for purposes of design
         reviews, "walk throughs," discussion concerning the status and conduct
         of work being performed under any Specific Agreements, and verification
         of compliance with the terms of this Agreement.

7        COMPENSATION AND PAYMENTS

7.1      METHOD OF COMPENSATION. Charges by NSCO for services rendered under any
         Specific Agreement shall be based on hourly and/or daily fees unless
         otherwise agreed by both Parties in each Specific Agreement. NSCO
         warrants to Microcell that the rates or charges shall not exceed those
         offered or imposed with respect to similar services provided to other
         non-affiliated customers of NSCO.

7.2      COMMITMENT AND QUARTERLY PAYMENT. In addition to payments based on
         Section 7.3, Microcell agrees to commit to purchase a total of
         $9,000,000 US in consulting services, software development services,
         maintenance services, technology license and other similar services
         during the term of this Agreement (the "Purchase Commitment").
         Microcell agrees to pay NSCO, on the fifteenth day of every three month
         term for twelve (12) consecutive terms ("the Quarterly Term")
         commencing as of November 15, 2000, the sum of $750,000 US as
         installments or prepayments of the Purchase Commitment (the "Minimum
         Quarterly Charge"). The Minimum Quarterly Charges payable by Microcell
         are non-refundable, whether or not any services have been rendered by
         NSCO to Microcell during a Term. The Minimum Quarterly Charges are
         however cumulative during the term of this Agreement; therefore,
         Microcell shall not be required to pay NSCO, in a specific Term, any
         charge, fee or other compensation in excess of the Minimum Quarterly
         Charge until NSCO has rendered to Microcell services in an amount
         exceeding the total of the Minimum Quarterly Charges paid by Microcell
         up to that specific Quarterly Term. If, during a Quarterly Term, NSCO
         renders to Microcell services, the value of which is in excess

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         of the Minimum Quarterly Charge of such Quarterly Term (and there is no
         Minimum Quarterly Charge accrued) for services, NSCO will invoice
         Microcell for the amount of such fees in excess of the Minimum
         Quarterly Charge; any payment in excess of the Minimum Quarterly Charge
         during a specific Quarterly Term will reduce the Minimum Quarterly
         Charges of the following Terms. It is understood by the Parties that
         if, at any time during the term of this Agreement, Microcell has paid
         NSCO an amount equal to the Purchase Commitment, Microcell shall cease
         to pay any Minimum Quarterly Charge.

7.3      REVENUE SHARING. The Parties anticipate that various Work Products will
         be developed pursuant to Specific Agreements governed by the terms of
         this Agreement. Parties hereby agree to the following terms by which
         they will share in revenues resulting from Work Product sold or
         licensed by them directly or though an Affiliate. All obligations to
         share revenue pursuant to this Section 7.3 shall be determined on a
         product-by-product basis and shall run for three years commencing on
         the commercial launch of each item of Work Product (the "Revenue
         Sharing Term").

            o   NSCO will pay MICROCELL 10% of its net revenues (i.e., net of
                VAT and other taxes), attributable to the sale or license of
                Work Product, excluding iPulse 1.5, during the Revenue Sharing
                Term of such Work Product. If the Work Product is integrated
                into NSCO's offering, then for the purpose of this Section 7.3,
                the value of the Work Product shall be negotiated as part of the
                Specific Agreement.

            o   MICROCELL will pay NSCO 10% of its net revenues (i.e., net of
                VAT and other taxes), attributable to the sale or license of
                Work Product during the Revenue Sharing Term of such Work
                Product. The value attributable to the sale or license of the
                Work Product 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 utilized to provide services or
                products to FIDO subscribers, 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 (GST and PST) attributable to the service(s) or
                product(s). For service providers other than Microcell Solutions
                Inc. and in the event that specific product(s) or service(s) are
                integrated into MICROCELL's base services and cannot be
                differentiated at the retail level, then the wholesale price
                (net of taxes) will be the value on which the revenue sharing
                percentage is calculated. In the event that a wholesale price
                has not been established, then MICROCELL's inter-company
                transfer price will be the value on which the revenue sharing
                percentage is calculated.

7.4      PAYMENT. Payments for services rendered and licensing fees pursuant to
         Specific Agreements shall be made in accordance with Section 7.2.
         Payments based on revenue sharing, as set forth in Section 7.3, shall
         become due thirty (30) days following the end of each quarter, at which
         each Party shall pay to the other and all such payments shall be
         accompanied by a statement of all revenues that are subject to sharing
         according to Section 7.3. Payments not made within thirty (30) days
         after receipt of the applicable invoice or the date upon which they are
         due (in the case of Minimum Quarterly Charges and payments based on
         revenue sharing) shall accrue interest at the rate of one percent (1%)
         per month (prorated for partial periods).

7.5      RESPONSIBILITY FOR EXPENSES. Except for the payments to which either
         Party may be entitled as stated in a Specific Agreement, each Party
         will be responsible for its own expenses incurred in rendering
         performance, including the cost of facilities, work space, computers
         and computer time, development tools and platforms, utilities
         management, personnel, supplies, travel, and the like.

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                                                                           9(17)


7.6      COMPENSATION UPON TERMINATION. Subject to the terms and conditions of
         each Specific Agreement, in the event of any termination of any
         Specific Agreement prior to completion, payment shall immediately be
         due for performance rendered pursuant to such Specific Agreement until
         the termination, including expenses incurred in connection with
         discontinuance of the work in a mutually agreed, orderly fashion.

7.7      SUPPORTING DOCUMENTATION; AUDIT. For the purpose of Section 7.3,
         reasonable books of account in support of charges shall be kept and
         maintained by both Parties. All such records shall be open for review
         or audit by the other Party at reasonable times and on reasonable
         notice to support charges based on expenses, for time or materials, or
         similar invoice items. An audit of such records may be made, no more
         than once each year, by an independent firm of accountants or by such
         other individuals as may be reasonably acceptable to the other Party.
         The auditors will not have the right to make copies of any documents of
         the audited Party and shall keep all information confidential. The cost
         of the audit shall be borne by the Party requesting the audit, unless
         the audit reveals that the payment made by the audited Party under
         Section 7.3 is more than 5% lower that what should have been paid to
         the other Party.

8        OWNERSHIP AND INTELLECTUAL PROPERTY

8.1      OWNERSHIP OF WORK PRODUCTS. Unless otherwise expressly agreed to under
         a Specific Agreement, NSCO shall be entitled to the full ownership of
         all rights, title and interest in Work Products and related
         Intellectual Property Rights made under this Agreement and/or any
         Specific Agreement. To the extent any portion of a Work Product is
         characterized by law as work for hire, MICROCELL hereby irrevocably
         assigns all right, title and interest it may have in the same to NSCO
         and agrees to execute and deliver any further documents necessary to
         effectuate said assignment. Notwithstanding the foregoing, if a
         particular Work Product is Software unrelated to NSCO's offering, or if
         the Work Product is Software completed by MICROCELL pursuant to Section
         4.6, then MICROCELL shall be entitled to the full ownership of all
         rights, title and interest in such Software and related Intellectual
         Property Rights, but MICROCELL shall grant to NSCO a fully paid-up,
         unrestricted license to use, sell and distribute outside Canada the
         Software for three (3) years from the completion date of the Software.

8.2      LICENSE GRANT. Subject to the restrictions and other terms and
         conditions of this Agreement or any Specific Agreement, MICROCELL shall
         have the right to use, reproduce, copy, make, have made, sell,
         distribute, perform and display any Work Product for commercial use by
         MICROCELL and its Affiliates. Such use shall be royalty free, except as
         provided by Section 7.3. For such purpose "use" shall consist of some
         or all of the following:

            o   Exclusive right in Canada to operate, solely or in conjunction
                with other software products for the purpose of providing its
                subscriber customers with services in exchange for service fees

            o   Test, integrate, perform and run within its local area network

            o   Use, storage in memory or electronic form, physical transfer
                from machine to machine, and execution of the Work Product in
                object code in MICROCELL's or its Affiliates' own internal data
                processing operations.

8.3      RIGHT TO MAKE COPIES. MICROCELL shall have the right to make copies of
         the Work Product for archival, operational or backup purposes or for
         such other purposes as

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                                                                          10(17)


         NSCO may authorize. All titles, trademarks and copyright and restricted
         rights notices shall be reproduced in any copies so made and shall be
         subject to the terms of this Agreement.

8.4      OTHER NSCO SOFTWARE. To the extent any software, or derivative work
         thereof, is produced or acquired by NSCO independent of its obligations
         under a Specific Agreement but is nonetheless at the option of NSCO
         incorporated in Work Product provided thereunder, and to the extent
         NSCO has the right to do so without incurring liability of any kind to
         third parties, and subject to the commercial terms set forth under the
         relevant Specific Agreement, NSCO grants MICROCELL a non-transferable
         and non-exclusive right and license to copy, make, have made, use and
         sell, distribute, perform, and display such software in Canada for the
         license term of the underlying Work Product.

8.5      TERM OF LICENSE. Unless otherwise provided in a Specific Agreement and
         with limitations set forth in Section 8.4, license granted by this
         Agreement shall remain in affect for a period of three years (3)
         commencing on the date of acceptance of Work Product as set forth in
         Section 4.2. Such term shall apply to all license granted by this
         Agreement with the exception that the exclusivity of each Work Product
         granted herein shall remain in effect only for two (2) years from its
         date of acceptance.

8.6      MICROCELL'S RIGHTS CONTINGENT ON PAYMENT IN FULL. MICROCELL's rights
         under Sections 8.2 through 8.5 above, with respect to a Specific
         Agreement, are contingent upon its performance of its obligations under
         that same Specific Agreement, as well as payment of the Minimum
         Quarterly Charge, and no right or license is granted or conveyed by
         NSCO to MICROCELL except when and as such obligations are performed.

8.7      PUBLICITY. Nothing in this Agreement shall be deemed to give either
         Party any rights to use the other Party's trademarks or trade names
         without the other Party's specific, written consent. Each Party shall
         have the right to publicly refer to the other Party or the existence of
         this Agreement in promotional materials, business plans, investment
         memoranda, or announcements. Each party shall notify the other of such
         references in advance.

8.8      ESCROW. NSCO agrees to deliver, upon MICROCELL's request, a sealed
         package containing the relevant source code and related documentation
         for any Work Product utilized for commercial operations by MICROCELL
         for deposition with an agreed escrow agent in accordance with the terms
         and conditions of a separate escrow agreement. NSCO shall, from time to
         time, deposit with the escrow agent any and all updates and upgrades
         and related documentation of such Work Product in accordance with said
         agreement. MICROCELL will be entitled to request release and delivery
         of the deposited source code if MICROCELL is entitled to terminate this
         Agreement pursuant to Section 11.2. All costs of any such escrow
         agreement shall be borne by MICROCELL.

9        CONFIDENTIALITY

9.1      EXCHANGES OF CONFIDENTIAL INFORMATION. All exchanges of Confidential
         Information shall be made by or under the supervision of the Parties'
         principal contacts. Confidential Information may be disclosed orally or
         in writing. Written disclosures of Confidential Information shall be
         conspicuously legended "Confidential Information" (or terms of similar
         meaning) and shall provide reasonable identification of the information
         considered confidential.

<PAGE>   11
                                                                          11(17)


9.2      CARE AND PROTECTION. Each Party shall protect the other Party's
         Confidential Information with reasonable effort using the same standard
         of care that applies to its own similar Confidential Information.

9.3      EXCEPTIONS. Either Party may use or disclose the other Party's
         Confidential Information if required by any request or order of any
         government authority, or otherwise as required by law, or as necessary
         to establish and enforce that Party's rights under this Agreement.
         Before disclosing the other Party's Confidential Information for such
         purpose, reasonable effort must be made to notify the other Party of
         the circumstances, and the Parties shall cooperate with each other to
         obtain protection for the confidentiality thereof to the extent
         available.

10       LIABILITY AND LIMITATIONS OF LIABILITY

10.1     LIABILITY. Each Party will be liable for any damage to person or
         property caused to the other by willfulness or gross negligence during
         the performance of any Work Product.

10.2     DISCLAIMER OF WARRANTIES. Except as expressly provided in this
         Agreement or any Specific Agreement, all service provided and
         deliveries made under each Specific Agreement are provided "AS IS,"
         without warranty of any kind, including (without limitation) any
         warranty of title, merchantability or fitness for a particular purpose.
         Descriptions or specifications of deliverables shall constitute project
         objectives and not express warranties.

10.3     LIMITATION OF LIABILITY. Unless otherwise expressly stated in a
         Specific Agreement, the sole remedy for any delay or deficiency in
         performance of any service or delivery obligation shall be termination
         of the applicable Specific Agreement and equitable enforcement of any
         delivery obligation for Work Product already completed.

10.4     EXCLUSION OF CERTAIN DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE
         FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF
         PROFITS, LOSS OF USE OF DATA OR INTERRUPTION OF BUSINESS, WHETHER SUCH
         ALLEGED DAMAGES ARE ALLEGED IN TORT, CONTRACT OR INDEMNITY, EVEN IF
         SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.5     INTELLECTUAL PROPERTY INDEMNITY. Except as provided in Section 8.4,
         NSCO represents and warrants that it has all rights and licenses
         necessary to grant the rights and licenses set out herein and in any
         Specific Agreement and that to the best knowledge of NSCO the use of
         the Work Products shall not constitute an infringement of any patents
         or any other industrial and intellectual property rights belonging to
         NSCO or any third party. NSCO shall indemnify and hold MICROCELL
         harmless with respect to all liabilities or losses suffered by
         Microcell, including, without limitation, reasonable attorneys fees
         arising out of any claim, lawsuit or judgment from third parties in
         respect of infringement of the intellectual property rights of a Work
         Product. If any legal proceeding is instituted or any claim or demand
         is asserted by a third party against Microcell (each a "Third Party
         Claim"), the parties shall cooperate in good faith in order to solve
         the Third Party Claim. NSCO shall have the right to defend the Third
         Party Claim at its own cost and expense with counsel of its own
         selection. If NSCO fails to defend a Third Party Claim, Microcell shall
         have the right (but not the obligation) upon a fifteen (15) days prior
         written notice to undertake the defense of the Third Party Claim.

<PAGE>   12
                                                                          12(17)


11       TERM OF AGREEMENT

11.1     TERM. This Agreement shall be effective upon the date specified at the
         beginning of this Agreement ("Effective Date"), and shall remain in
         force for a period of three (3) years, unless otherwise terminated as
         provided herein; provided, however, the general terms of this Agreement
         (excluding, for greater certainty, Section 7.3) shall continue to
         remain in effect with respect to any Specific Agreement entered into
         hereunder until such Specific Agreement is itself terminated or
         performance thereunder is completed.

11.2     TERMINATION OF THIS AGREEMENT. Either Party may terminate this
         Agreement immediately upon notice in writing to the other Party if such
         other Party becomes insolvent or a petition under any laws of or
         relating to bankruptcy, insolvency, reorganization or relief of debtors
         will be filed by that Party or if either Party executes an assignment
         for the benefit of creditors, or if a receiver, custodian, liquidator
         or trustee is appointed for that Party, or if either Party seeks or
         requests any such appointment, or if either Party takes any corporate
         action to authorize any of the foregoing actions, or if any case,
         proceeding or other action against either Party 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, reorganization 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.

11.3     TERM OF CONFIDENTIALITY. Each Party's obligation to protect the other
         Party's Confidential Information shall expire three (3) years after the
         date of first disclosure thereof.

11.4     SURVIVAL. Notwithstanding any termination of this Agreement or a
         Specific Agreement, the provisions of Sections 8.1, 9, 10, 11 and 12
         shall remain in effect.

12       MISCELLANEOUS

12.1     NON-SOLICITATION. Both Parties agree not to, during the term of this
         agreement and for a period of one year succeeding the termination of
         this Agreement, hire or actively seek the employment of any employee of
         the other Party unless agreed to in writing by that Party.

12.2     FORCE MAJEURE. Either Party shall be excused from delays in performing
         or from its failure to perform hereunder to the extent that such delays
         or failures result from causes beyond the reasonable control of such
         Party; provided that, in order to be excused from delay or failure to
         perform, such Party must act diligently to remedy the cause of such
         delay or failure.

12.3     NO AGENCY. NSCO, in rendering performance under Specific Agreements
         issued hereunder from time to time, is acting solely as an independent
         contractor. MICROCELL does not undertake by this Agreement or otherwise
         to perform any obligation of NSCO, whether by regulation or contract.
         In no way is NSCO to be construed as the agent or acting as the agent
         of MICROCELL in any respect, any other provisions of this Agreement or
         any Specific Agreements issued hereunder notwithstanding.

12.4     AFFILIATES. In undertaking and performing their respective obligations
         under this Agreement, each Party shall be entitled to act through or on
         behalf of its Affiliates, and shall be entitled to sublicense or assign
         its rights and obligations under this Agreement to its Affiliates, in
         whole or in part, provided that the Party so doing shall remain
         responsible to the other Party for the full performance of any such
         obligations as required by this Agreement.

<PAGE>   13
                                                                          13(17)


12.5     SEVERABILITY. If any provision of this Agreement is held to be invalid,
         the other provisions will not be affected to the greatest extent
         possible consistent with the Parties' intent.

12.6     SECTION HEADINGS; EXHIBITS. The section and subsection headings used
         herein are for reference and convenience only, and shall not enter into
         the interpretation hereof. The exhibits referred to herein and attached
         hereto, or to be attached hereto, including all Specific Agreements
         issued hereunder from time to time, are incorporated herein to the same
         extent as if set forth in full herein.

12.7     REQUIRED APPROVALS. Where agreement, approval, acceptance, or consent
         by either Party is required by any provision of this Agreement, such
         action shall not be unreasonably delayed or withheld.

12.8     COMPLIANCE WITH LAW. Each Party agrees to comply with all applicable
         laws, regulations, and ordinances relating to their performance
         hereunder.

12.9     PROTECTION OF INTELLECTUAL PROPERTY RIGHTS. The Parties agree to
         cooperate with each other in their efforts to obtain available
         protection for any Intellectual Property Rights under foreign laws and
         to secure such certifications, registrations or licenses as may be
         appropriate for the protection of the same in any country.

12.10    EXPORT RESTRICTIONS. Neither Party will knowingly export or re-export,
         directly or indirectly, any technical data (as defined by the U.S.
         Export Administration Regulations) produced or provided under this
         Agreement, or export or re-export, directly or indirectly, any direct
         product of such technical data, including software, to a destination to
         which such export or re-export is restricted or prohibited by U.S. or
         non-U.S. law, without obtaining prior authorization from U.S.
         Department of Commerce and other competent government authorities to
         the extent required by those laws.

12.11    NO WAIVER. No delay or omission by either Party hereto to exercise any
         right or power occurring upon any noncompliance or default by the other
         Party with respect to any of the terms of this Agreement shall impair
         any such right or power or be construed to be a waiver thereof. A
         waiver by either of the Parties hereto of any of the covenants,
         conditions, or agreements to be performed by the other shall not be
         construed to be a waiver of any succeeding breach thereof or of any
         covenant, condition, or agreement herein contained. Unless stated
         otherwise, all remedies provided for in this Agreement shall be
         cumulative and in addition to and not in lieu of any other remedies
         available to either party at law, in equity, or otherwise.

12.12    GOVERNING LAW. This Agreement shall be governed by and construed in
         accordance with the laws of the Province of Quebec, Canada.

12.13    DISPUTE RESOLUTION. Each Party agrees that, unless otherwise required
         in order to comply with deadlines under the law, it will not file
         action or institute legal proceedings with respect to any dispute,
         controversy, or claim arising out of, relating to, or in connection
         with, this Agreement, until:

            o   it has given the other Party written notice of its grievance;

            o   the other Party has failed to provide a prompt and effective
                remedy;

            o   it has requested that senior executives for both Parties meet
                and discuss the matter in order to consider informal and
                amicable means of resolution; and

<PAGE>   14
                                                                          14(17)


            o   either such meeting failed to occur within thirty (30) days
                after such request or the meeting did not produce a mutually
                satisfactory resolution of the matter.

12.14    ENTIRE AGREEMENT. This Agreement and the exhibits annexed hereto,
         together with the Specific Agreements issued from time to time
         hereunder, constitute the entire agreement between the Parties and
         supersedes all prior agreements. No change, waiver, or discharge hereof
         shall be valid unless it is in writing and is executed by the Party
         against whom such change, waiver, or discharge is sought to be
         enforced.

12.15    NO ASSIGNMENT. Except as provided by Section 12.4, neither Party may,
         without the prior written consent of the other Party, assign or
         transfer this Agreement or any obligation incurred hereunder, except by
         merger, reorganization, consolidation, or sale of all or substantially
         all of such Party's assets. Any attempt to do so in contravention of
         this Section shall be void and of no force and effect.


         IN WITNESS WHEREOF, MICROCELL and NSCO have caused this Agreement to be
         signed and delivered by their duly authorized officers, all as of the
         date first hereinabove written.


MICROCELL LABS INC.                         3044016 NOVA SCOTIA COMPANY


By: /s/ MARC FERLAND                        By: /s/ MARC FERLAND
    --------------------------------            --------------------------------


Title: Vice President                       Title: President
       -----------------------------               -----------------------------

<PAGE>   15
                                                                          15(17)


                                   EXHIBIT (A)


                          OUTLINE OF SPECIFIC AGREEMENT


1.       GENERAL

         Identification of Parties & Date of Execution

         Reference to General Co-operation And Development Agreement by date and
         title

2.       NAMES OF TECHNICAL COORDINATORS

3.       SUMMARY OF PURPOSE FOR STATEMENT OF WORK

         General description of work or services

         General description of preexisting works, if any

4.       IDENTIFICATION OF PREEXISTING WORKS.  OWNERSHIP AND LICENSE.

5.       EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY MICROCELL, IF ANY

6.       OTHER NSCO RESOURCES

         If desired, provide for the NSCO's commitment of its own staff,
         facilities and other resources by nature or item

7.       DESCRIPTION OF DELIVERABLES

         Include functional and technical Specifications of Code and
         Documentation, and refer to any specific Enhancements that may be
         sought.

         Describe prototype or components to be delivered.

         Include as Deliverables copies of the reports of all project reviews,
         inspections, and tests conducted during the course of performance.

         Provide for treatment of Source Code or Development Environment.

8.       SPECIAL TERMS (IF ANY)

9.       MODE OF PAYMENT

10.      PAYMENT SCHEDULE

         MICROCELL will pay NSCO for the work in accordance with the following
         payment schedule. All payments to NSCO are contingent on NSCO's
         satisfying the Deliverables/Milestones set forth in the Payment
         Schedule. Payments shall be made upon MICROCELL's written confirmation
         to __________________ that the Deliverables/Milestones have been
         satisfied.

<PAGE>   16
                                                                          16(17)

         DATE               AMOUNT             DELIVERABLE/MILESTONES
         ----               ------             ----------------------


         (Current

         Schedule)

______   Statement of Work Executed

______   Project Management Plan Completed and Delivered

______   Specifications Accepted

______   Prototype Delivered

______   Testing and Debugging Completed

______   Code Delivered

______   Documentation Delivered

______   Acceptance


11.      SCHEDULE AND PERFORMANCE MILESTONES

         This Schedule sets forth the target dates and performance milestones
         for the preparation and delivery of the Deliverables by NSCO.

<TABLE>
<CAPTION>
                                                    Responsible           Target
         Performance Milestone                        Party                Date
         ---------------------                      -----------           ------
<S>                                               <C>                  <C>

         MICROCELL and NSCO meet to prepare       MICROCELL/NSCO       ________, 20__
         the Functional Specifications and
         test procedures

         Project Management Plan completed        NSCO                 ________, 20__

         Development work to begin                NSCO                 ________, 20__

         Prototype to MICROCELL                   NSCO                 ________, 20__

         Testing and Debugging                    NSCO                 ________, 20__

         Acceptance and Final Delivery            MICROCELL/NSCO       ________, 20__
</TABLE>

<PAGE>   17
                                                                          17(17)


12.      ACCEPTANCE AND TESTING PROCEDURES

         Component Tests

         System Tests

         Acceptance Tests

                  (in each case, involving both quality and function)

13.      LOCATION OF WORK FACILITIES

         Substantially all of the work will be conducted by NSCO at its regular
         office located in

         MICROCELL will provide the MICROCELL office space and support as it
         agrees may be appropriate, at its _____________ facility.

14.      IP INDEMNIFICATION