BREW(TM) SUPPORT SOFTWARE

SOFTWARE LICENSE AGREEMENT

THIS BREW SUPPORT SOFTWARE LICENSE AGREEMENT (THE
"AGREEMENT") IS A LEGALLY BINDING AGREEMENT BETWEEN 
QUALCOMM INCORPORATED ("QUALCOMM") AND THE LEGAL ENTITY 
YOU REPRESENT ("YOU" or "you").  QUALCOMM IS WILLING TO 
LICENSE THE BREW SUPPORT SOFTWARE AND RELATED 
DOCUMENTATION DESCRIBED IN THE TABLE BELOW (HEREINAFTER 
COLLECTIVELY REFERRED TO AS THE "SOFTWARE") TO YOU ONLY 
ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE 
TERMS AND CONDITIONS IN THIS AGREEMENT.  BY CLICKING ON THE 
"YES" BUTTON BELOW YOU ACKNOWLEDGE THAT YOU HAVE READ 
THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY 
ITS TERMS AND CONDITIONS.  IF YOU DO NOT AGREE TO THESE 
TERMS, QUALCOMM IS UNWILLING TO AND DOES NOT LICENSE THE 
SOFTWARE TO YOU.  IF YOU DO NOT AGREE TO THESE TERMS YOU 
MUST CLICK ON THE "NO" BUTTON AND DISCONTINUE THE INSTALLATION 
PROCESS.  ANY USE OF THE SOFTWARE BY YOU IS SUBJECT TO THE 
TERMS AND CONDITIONS SET FORTH HEREIN.

1.	LICENSE FROM QUALCOMM.  
	1.1	License to Software.  Subject to the terms of this Agreement,
QUALCOMM hereby grants to you, free of charge, a nonexclusive, nonsublicensable, 
non-transferable, limited license, during the term of this Agreement, to (i) 
download, install and use the Software in machine-readable (i.e., object code) 
form solely as a tool to enable the development, testing and debugging of 
BREW-compatible applications, and (ii) reproduce and modify the portions of the 
Software designated as "Sample Code" in the table below, solely in connection 
with the development, testing and debugging of BREW-compatible applications.  
Except as expressly permitted in the foregoing sentence, you may copy the 
Software only for backup purposes, provided that you reproduce all copyright and 
other proprietary notices that are on the original copy of the Software.
	1.2	License to Documentation.  QUALCOMM hereby grants you a 
nonexclusive, nonsublicenseable, non-transferable, royalty-free, limited license, 
during the term of this Agreement to reproduce and use internally the user guide 
documentation described below.

Software: BREW Support Software Tools and Documentation
- BREW AppLoader
- The Shaker
- BREW AppSigner
- Sample Code (e.g., PERL scripts and support files & applications provided 
	in source code format)
- BREW Logger
- BREW user guides for the above tools
- The Grinder(TM)

2.	RESTRICTIONS.  
	2.1	Retention of Rights.  Except for the license granted in this 
Agreement, QUALCOMM retains all right, title, and interest in and to the Software, 
including without limitation all copyrights, patent rights and trademark rights and 
all other intellectual property therein.  You shall retain all right, title, and interest 
(including all copyright, patent rights, and all other intellectual property rights 
therein) in and to any modifications to the Sample Code versions of the Software 
made by you as permitted in this Agreement, subject to QUALCOMM's ownership 
rights in and to the Software.  Any rights not expressly granted to you herein are 
reserved by QUALCOMM.  You acknowledge and agree that any distribution or 
commercialization of any BREW compatible applications developed by you using 
the Software will be subject to (i) successful completion by you of QUALCOMM's 
designated authentication program (ii) each such BREW application passing 
QUALCOMM's required testing,  (iii) QUALCOMM digitally signing and approving 
each such BREW application, (iv) approval by the applicable wireless device 
manufacturers and/or digital wireless telecommunication service providers, 
and (v) the terms in your BREW developer or publisher agreement with 
QUALCOMM.  Furthermore, you acknowledge and agree that you are required to 
obtain a Class 3 Certificate and a Personal Trust Agent ("PTA") from VeriSign, 
Inc. (or such other third party service provide designated by QUALCOMM) in 
order to utilize the BREW AppSigner.  No representations or warranties are 
made to you in this Agreement regarding such developer authentication or 
QUALCOMM testing or any such approvals.  In addition, no representations 
or warranties are made to you in this Agreement regarding the Class 3 
Certificate or the PTA obtained from VeriSign, Inc. (or such other third party 
service provider designated by QUALCOMM).  You may not, without 
QUALCOMM's prior written consent in each instance, circumvent the 
restrictions set forth in this paragraph by providing BREW compatible 
applications developed by you to a third party for distribution or commercialization
by such third party.
	2.2	No Commercialization or Distribution.  You will not distribute 
or commercialize any BREW compatible applications developed by you using the 
Software or any component thereof, unless you have entered into a BREW 
developer agreement with QUALCOMM and/or, at QUALCOMM's sole discretion, 
a suitable agreement that with one of QUALCOMM's BREW-related software 
publishers or wireless telecommunications operators.  Any such distribution 
and/or commercialization will be subject to the terms of such agreement with 
QUALCOMM or its BREW operators which permits such distribution and 
commercialization.  You agree that you will not, without such agreement or 
without QUALCOMM's prior written consent in each instance, circumvent the 
restrictions set forth in this Agreement by providing BREW-compatible 
applications to a third party for distribution or commercialization by such third 
party.  Neither you nor QUALCOMM nor any other applicable party shall be 
required to enter into any such agreement.  
	2.3	No Reverse Engineering.  Excepting any portions of the 
Software provided to you in source code format, you will not reverse engineer,
 disassemble, decompile, or translate the Software, or otherwise attempt to 
derive the source code version of the Software, except if and to the extent 
expressly permitted under any applicable law.  If applicable law expressly 
permits such activities, any information so discovered or derived shall be 
deemed to be the confidential proprietary information of QUALCOMM and must 
be promptly disclosed by you to QUALCOMM.  
	2.4	No Transfer or Assignment.  Any attempt to transfer or 
assign any of the rights, duties or obligations hereunder is void.  You may not 
rent, lease, loan or otherwise in any manner provide or distribute the Software 
or any copy of the Software to any third party without QUALCOMM's prior written 
consent in each instance.  You may not reproduce (except as expressly 
permitted under Section 1 (License Grant)), distribute, publicly perform, publicly 
display or create derivative works of or based on the Software, or disclose, 
provide or otherwise transfer, in any manner, to any third party the Software 
or any portion thereof.  The license to the Software granted to you hereunder 
is solely for the purpose stipulated in Section 1 (License Grant), and the 
Software may not be used for any other purpose, including but not limited to 
creating, developing, improving or modifying any operating system or 
environment (or similar software or function) which can be run on or in 
conjunction with the BREW platform and which allows other applications 
to run on such operating system or environment.

3.	CONFIDENTIALITY.  The Software and all related information are 
confidential and proprietary to QUALCOMM.  You agree not to disclose the 
Software or any information relating to the Software (including without limitation 
the results of use or testing) to any third party without QUALCOMM's prior 
written permission.  Unauthorized use or disclosure of such information 
would cause irreparable harm and significant injury to QUALCOMM that would 
be difficult to ascertain or quantify; accordingly you agree that QUALCOMM shall 
have the right to obtain injunctive or other equitable relief to enforce the terms 
of this Agreement without limiting any other rights or remedies.

4.	BUG REPORTS.  QUALCOMM encourages you to send to us your 
questions, comments or bug reports regarding the Software.  You agree that 
QUALCOMM shall have the right to use, without attribution or compensation 
to you, all feedback we receive from you, in any form, to improve or modify 
the Software or otherwise.

5.	NO WARRANTY.  YOU EXPRESSLY ACKNOWLEDGE AND 
AGREE THAT THE USE OF THE SOFTWARE IS AT YOUR SOLE RISK.  
THE SOFTWARE (AND TECHNICAL SUPPORT, IF ANY) IS PROVIDED 
"AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR 
IMPLIED.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE 
LAWS, QUALCOMM AND ANY APPLICABLE LICENSORS (FOR THE
PURPOSES OF SECTIONS 5, 6 AND 7, QUALCOMM AND QUALCOMM'S 
LICENSOR(S) SHALL BE COLLECTIVELY REFERRED TO AS QUALCOMM) 
EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, 
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
 MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND 
NONINFRINGEMENT.  QUALCOMM DOES NOT WARRANT THAT THE 
FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR 
REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL 
BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE 
SOFTWARE WILL BE CORRECTED.  FURTHERMORE, QUALCOMM DOES 
NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE 
USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF 
ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.  NO 
ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QUALCOMM 
OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY 
OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY.  SOME 
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED 
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY OR MAY 
BE LIMITED.

6.	LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED 
UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING 
WITHOUT LIMITATION NEGLIGENCE, SHALL QUALCOMM, ITS AFFILIATES 
OR THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE 
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL 
DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF 
BUSINESS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS 
INFORMATION AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH 
THE SOFTWARE OR ANY DOWNLOAD, INSTALLATION OR USE OF, OR 
INABILITY TO USE, THE SOFTWARE, EVEN IF QUALCOMM HAS BEEN 
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME 
JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF 
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE 
ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY OR MAY BE LIMITED. 
IN NO EVENT SHALL QUALCOMM'S TOTAL AGGREGATE LIABILITY TO 
YOU FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS AND CAUSES 
OF ACTIONS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, 
INDEMNIFICATION, OR OTHERWISE) EXCEED ONE HUNDRED U.S. 
DOLLARS (US$100).

7.	INDEMNITY.  You agree to defend and indemnify QUALCOMM against 
all any and all claims, losses, liabilities, damages, costs and expenses, 
including reasonable attorney's fees, which QUALCOMM may incur as a 
result of or in connection with any breach of this Agreement by you.

8.	TERM AND TERMINATION.  This Agreement shall be effective upon 
acceptance by you and shall continue until terminated.  You may terminate 
the Agreement at any time by deleting and destroying all copies of the 
Software and all related information in your possession or control.  This 
Agreement terminates immediately and automatically, with or without notice, 
if you fail to comply with any provision hereof.  Additionally, QUALCOMM 
may at any time terminate this Agreement, without cause, upon notice to you.  
Upon termination you must delete or destroy all copies of the Software in your 
possession and the license granted to you in this Agreement shall terminate.  
Sections 2 through 9 and Section 12 shall survive the termination of this 
Agreement.

9.	EXPORT/IMPORT LAW ASSURANCES.  The Software and its use 
are subject to the laws and regulations of the United States Government.  
You agree and certify that neither the Software nor any technical data received 
from QUALCOMM, nor the direct product thereof, will be exported, re-exported, 
or transferred except as authorized and as permitted by the laws and 
regulations of the United States Government.  Prohibited exports include but 
are not limited to: the export, re-export, or transfer of the Software or technical 
data to any prohibited entities or destinations subject to the United States 
Government's current list of restricted or embargoed countries, any parties 
currently listed on the United States Government's Denied Parties or 
Specially Designated National lists, and any proliferation activities prohibited 
by the United States Government such as chemical, biological, nuclear or 
missile technology.  You also agree to abide by all applicable laws and 
regulations relating to the importation and use of the Software of the 
jurisdiction in which you are located and in which you obtained or downloaded 
the Software.

10.	GOVERNMENT END USERS.  If you are or are acting on behalf of an 
agency or instrumentality of the United States Government, the Software and 
documentation, as applicable, are "commercial computer software" and 
"commercial computer software documentation" developed exclusively at 
private expense by QUALCOMM.  Pursuant to FAR 12.212 or DFARS 227 7202 
and their successors, as applicable, use, reproduction and disclosure of the 
Software is governed by the terms of this Agreement.

11.	CONTRACTING PARTIES.  If the Software is installed on any computer 
owned by a corporation or other legal entity, then this Agreement is formed by 
and between QUALCOMM and such entity.  The individual accepting the terms 
of this Agreement represents and warrants to QUALCOMM that they have the 
authority to bind such entity to the terms and conditions of this Agreement.

12.	GENERAL.  This Agreement is governed and interpreted in accordance 
with the laws of the State of California without giving effect to its conflict of laws 
provisions.  The United Nations Convention on Contracts for the International 
Sale of Goods is expressly disclaimed and shall not apply.  Any claim arising 
out of or related to this Agreement must be brought exclusively in a federal or 
state court located in San Diego County, California and you consent to the 
jurisdiction and venue of such courts.  If any provision of this Agreement shall
be invalid, the validity of the remaining provisions of this Agreement shall not 
be affected.  This Agreement is the entire and exclusive agreement between 
QUALCOMM and you with respect to the Software and supersedes all prior 
agreements (whether written or oral) and other communications between 
QUALCOMM and you with respect to the Software.


BY CLICKING ON THE "YES" BUTTON BELOW YOU REPRESENT, 
WARRANT AND CERTIFY THAT YOU ARE AN AUTHORIZED 
REPRESENTATIVE OF THE LEGAL ENTITY YOU REPRESENT; 
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, 
UNDERSTAND IT, AND HAVE THE AUTHORITY TO BIND THE LEGAL 
ENTITY YOU REPRESENT TO THE TERMS AND CONDITIONS OF 
THIS AGREEMENT, AND YOU AGREE TO BE BOUND BY ITS TERMS
AND CONDITIONS.
