Amending Agreement to General Co-operation and Development Agreement between Microcell Labs Inc. and OZ Communications Co.

Summary

Microcell Labs Inc. and OZ Communications Co. have agreed to amend their previous General Co-operation and Development Agreement. The amendments, effective as of November 1, 2001, remove certain payment obligations for Microcell, update contact information, and clarify that all previous specific agreements between the parties are terminated. The agreement also updates references to OZ Communications Co. to reflect its current name. Both parties have signed the amendment in Montreal, Quebec.

EX-10.1 3 a79933ex10-1.txt EXHIBIT 10.1 Exhibit 10.1 AMENDING AGREEMENT ENTERED INTO AS OF FEBRUARY 28, 2002 AMENDING AMENDMENT (the "AMENDMENT ") between Microcell Labs Inc. ("MICROCELL") and OZ Communications Co. ("OZ CANADA") (formerly known as OZ.COM Canada Company and ###-###-#### Nova Scotia Company). WHEREAS Microcell and OZ Canada entered into a General Co-operation and Development Agreement dated as of November 8, 2000 (the "AGREEMENT"). WHEREAS Microcell and OZ Canada wish to amend the Agreement. THE PARTIES HERETO AGREE AS FOLLOWS: 1. Effective as of November 1, 2001, the Agreement is hereby amended as follows: 1.1 Sections 7.2, 7.3 and 7.7 of the Agreement are hereby deleted. For greater certainty, it is agreed by the parties that Microcell is forever released of its obligation to pay the Minimum Quarterly Charges set forth in Section 7.2, including the Minimum Quarterly Charges of November 15, 2001 and February 15, 2002. 2. Effective as of the date hereof, the Agreement is hereby amended as follows: 2.1 All reference to NSCO in the Agreement shall henceforth refer to OZ Canada. 2.2 Section 3.3 of the Agreement is hereby deleted. 2.3 Section 5.1 of the Agreement is hereby amended and replaced as follows: For OZ Canada with respect to commercial matters ("Commercial Contact"): Commercial Contact: Gilles Lapierre, VP and General Manager OZ Canada Business phone: (514) 390-1333 Address: Windsor Station, Room 150 1100, de La Gauchetiere West Montreal, Quebec H3B 2S2 Fax: (514) 390-0011 With a copy to, for notice given under Section 11: Commercial Contact: Gunnar Thoroddsen, General Counsel Business Phone: +354 ###-###-#### Address: Snorrabraut 54, 105 Reykjavik, Iceland Fax: +354 ###-###-#### 2.4 All Specific Agreements entered into prior to the date hereof are hereby terminated and neither party shall have any right or obligation under any cancelled Specific Agreement. IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED IN MONTREAL, PROVINCE OF QUEBEC. MICROCELL LABS INC. OZ COMMUNICATIONS CO. BY: /s/ JEAN-MARC FERLAND BY: /s/ GILLES LAPIERRE ---------------------------- --------------------------- NAME: J. M. FERLAND NAME: G. LAPIERRE TITLE: V. P. TITLE: V. P. /s/ JOCELYN COTE ---------------------------- JOCELYN COTE ASSISTANT SECRETARY