OZ COMMUNICATIONS  INC
EXHIBIT 10.3
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<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>a79933ex10-3.txt
<DESCRIPTION>EXHIBIT 10.3
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                                                                    Exhibit 10.3

                               AMENDING AGREEMENT

                      ENTERED INTO AS OF FEBRUARY 28, 2002

AMENDING AGREEMENT (the "AMENDMENT AGREEMENT") by and among GUDJON MAR
GUDJONSSON and SKULI MOGENSEN (collectively, the "FOUNDERS"), OZ COMMUNICATIONS,
INC. (formerly known as OZ.COM), a California corporation (the "COMPANY"), and
MICROCELL CAPITAL II INC. (the "INVESTOR").

WHEREAS the Founders, the Company and the Investor entered into a Shareholders
Agreement dated as of November 8, 2000 (the "AGREEMENT").

WHEREAS the Founders, the Company and the Investor wish to amend the Agreement.

THE PARTIES HERETO AGREE AS FOLLOWS:

1.  Effective as of the date hereof, the Agreement is hereby amended as
follows:

    1.1 Section 1.5 of the Agreement is hereby amended and replaced by the
        following:

        "The participation rights of Investor shall not apply to (a) any pledge,
        restricted transfer or hypothecation of Common Stock made by the
        Founders pursuant to a bona fide loan transaction, (b) any transfer to
        the Founders' ancestors or descendants or spouse or to a trustee for
        their benefit, (c) any bona fide gift. Any such pledgee, transferee or
        donee shall be known as a "Permitted Transferee."

    1.2 The first sentence of Section 2 of the Agreement is hereby amended and
        replaced by the following sentence:

        "At the 2002 Annual Meeting of the shareholders of the Company, and at
        that meeting only, each of the Founders will vote a sufficient number
        (when added to the shares of the capital stock of the Company owned by
        Investor) of shares of the capital stock of the Company which they are
        entitled to vote under any trust, voting agreement or proxy, in favour
        of the election of one nominee to the Board of Directors of the Company
        to ensure that Investor's nominee is elected."

IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED IN MONTREAL, PROVINCE OF QUEBEC.

/S/   GUDJON MAR GUDJONSSON             /s/  SKULI MOGENSEN
-------------------------------        ------------------------------------
GUDJON MAR GUDJONSSON                  SKULI MOGENSEN

OZ COMMUNICATIONS, INC.                MICROCELL CAPITAL II INC.

                                       /s/ JEAN-MARC FERLAND

By:  /s/ SKULI MOGENSEN                By:  /s/ JOCELYN COTE
     --------------------------           ---------------------------------
     SKULI MOGENSEN                        Jocelyn Cote

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