AMENDING AGREEMENT

                                                                    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 XX.XXX Canada Company
and 3044016 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:  Xxxxxx Xxxxxxxx, VP and General Manager OZ Canada
        Business phone:      (000) 000-0000
        Address:             Windsor Station, Room 150
                             0000, xx Xx Xxxxxxxxxxx Xxxx
                             Xxxxxxxx, Xxxxxx  X0X 0X0
        Fax:                 (000) 000-0000

        With a copy to, for notice given under Section 11:

        Commercial Contact:         Xxxxxx Xxxxxxxxxx, General Counsel
        Business Phone:             x000 000 0000
        Address:                    Xxxxxxxxxxx 00, 000 Xxxxxxxxx, Xxxxxxx
        Fax:                        x000 000 0000

    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/ XXXX-XXXX XXXXXXX               BY:    /s/ XXXXXX XXXXXXXX
        ----------------------------               ---------------------------
        NAME:  X. X. XXXXXXX                       NAME: X. XXXXXXXX
        TITLE:  V. P.                              TITLE:  V. P.


        /s/ XXXXXXX XXXX
        ----------------------------
        XXXXXXX XXXX
        ASSISTANT SECRETARY