<PAGE>   1
                                                                    EXHIBIT 10.1


             Specific Co-Operation and Development Agreement (II)*




* Certain portions of this Exhibit have been omitted and filed separately under
  an application for confidential treatment.
<PAGE>   2
SCDA (II)                                                                 Page 1

                            SPECIFIC CO-OPERATION AND
                           DEVELOPMENT AGREEMENT (II)

                                 MICROCELL [***]

                               CONSULTING SERVICES

                                   FOR [***]

1              GENERAL

1.1            THIS SPECIFIC DEVELOPMENT AND CONSULTING AGREEMENT (II) (this
               "Agreement") is made and entered into this 9th day of March,
               2001, by and between Microcell Labs Inc. ("Microcell"), a
               Canadian corporation with offices at 1250 Rene-Levesque Blvd
               West, Suite 400, Montreal, Quebec, Canada, and OZ.COM Canada
               Company ("OZ"), a Nova Scotia Company, with an office at 1100
               Rene Levesque Blvd West, Suite 710, Montreal, Quebec, Canada, and
               is made under the general terms of a General Co-Operation and
               Development Agreement ("GCDA") entered into between 3044016 Nova
               Scotia Company and Microcell Labs on November 8, 2000.

2              NAMES OF COORDINATORS OF EACH PARTY

2.1            The coordinating party for OZ will be:

                      Gilles Lapierre

                      Address: 1100 Rene Levesque Blvd West

                      Tel: 514-995-0359

                      Email: gilles.lapierre@oz.com

2.2            The coordinating party for Microcell will be:

                      Jean-Marc Ferland

                      Address: 1250 Rene Levesque Blvd West

                      Tel: 514-992-1234

                      Email: marc.ferland@microcell.ca

3              SUMMARY OF WORK TO BE DELIVERED (WORK PRODUCTS)

3.1            OZ agrees to provide, and Microcell agrees to accept, the
               services and products described in Exhibit A hereto ("Work
               Product").


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


<PAGE>   3
SCDA (II)                                                                 Page 2

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

3.3            Microcell acknowledges that OZ has, prior to the commencement of
               this Agreement, worked together with Microcell for the benefit of
               Microcell to prepare for its engagements set forth herein.

4              IDENTIFICATION OF PREEXISTING WORKS.

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

5              DESCRIPTION OF WORK PRODUCTS

5.1            As more fully detailed in Exhibit A, Work Products will include
               any written reports, concept descriptions, feature lists,
               marketing material, data compilations, feasibility studies, and
               any other media, materials, or other objects produced as a result
               of OZ's work or delivered by OZ in the course for performing that
               work. OZ agrees to maintain agreements or commitments from key
               personnel assigned to work on projects for Microcell, so such
               personnel remain available for completion and follow-up support
               as reasonably appropriate in the interest of efficiency and
               continuity of resources.

6              FEES, EXPENSES, AND PAYMENT

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

6.2            At the beginning of each month, OZ shall deliver a statement to
               Microcell detailing charges based on work performed and expenses
               incurred during the previous month. Invoices shall be delivered
               according to Exhibit A.


<PAGE>   4
SCDA (II)                                                                 Page 3

               Payment of such invoices shall be made in accordance with Section
               7.2. of the GCDA.

7              ACCEPTANCE OF DELIVERABLES

7.1            All Work Products shall be deemed fully approved and accepted if
               OZ has not, within 30 days of delivery, received a notice from
               Microcell stating otherwise.

8              LOCATION OF WORK FACILITIES

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

9              TERM AND TERMINATION

9.1            The term of this Agreement shall commence on the date set forth
               above and shall continue as per "Performance Milestones and
               Price" table in Exhibit A to SCDA II.

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

               MICROCELL LABS INC.                OZ.COM CANADA COMPANY

               By: /s/ JEAN-MARC FERLAND          By: /s/ GILLES LAPIERRE
                  -----------------------            -----------------------
               Title   J.M. Ferland               Title:  G. Lapierre


<PAGE>   5
SCDA (II)                                                                 Page 4


                                    EXHIBIT A
                          TO SPECIFIC CO-OPERATION AND
                           DEVELOPMENT AGREEMENT (II)

                          DESCRIPTION OF WORK PRODUCTS

1              GENERAL

1.1            Oz already provided Microcell [***] with consulting services for
               a period of 3 months during the fourth quarter of 2000 and a
               period of 2 months during the first quarter of 2001, ending on
               February 28th, 2001.

1.2            These services consisted namely of:

               [***]

2              INITIAL PRODUCT OFFERING ACTIVITIES & DELIVERABLES -

               [***]


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


<PAGE>   6
SCDA (II)                                                                 Page 5


3               [***]

4               [***]


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


<PAGE>   7

SCDA (II)                                                                 Page 6


                        PERFORMANCE MILESTONES AND PRICE

Mores specifically, OZ.COM commits to the performances and services in
consideration for a price as set forth below:


<TABLE>
<CAPTION>
PERFORMANCE MILESTONE          AVAILABILITY         INVOICE DATE               PRICE
---------------------          ------------         ------------               -----
<S>                                                                         <C>
                                                                            CDN$ 616,002
                                                                            (US$ 400,527)

[***]                          Dec.31, 2000            [***]                    [***]

[***]                          Feb.28, 2001            [***]                    [***]

[***]                          Mar.31, 2001            [***]                    [***]
</TABLE>


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

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

(2) 1.00 Canadian dollars equals 0.6449 US dollars; Exchange rate, 15 Nov 2000:
    0.6449 (1.5507)

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

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


[***] These provisions have been omitted and filed separately under an
      application for confidential treatment.
<PAGE>   8

SCDA (II)                                                                 Page 7

MICROCELL LABS INC.                OZ.COM CANADA COMPANY

By: /s/ JEAN-MARC FERLAND          By: /s/ GILLES LAPIERRE
   -----------------------            -----------------------
Title:  V.P. Labs                  Title:  G. Lapierre