BREW(tm) SOFTWARE DEVELOPMENT KIT
SOFTWARE LICENSE AGREEMENT

THIS BREW SOFTWARE DEVELOPMENT KIT 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 SOFTWARE 
DEVELOPMENT KIT DESCRIBED IN THE TABLE BELOW, INCLUDING RELATED 
DOCUMENTATION (HEREINAFTER 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 and 
testing 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, nonsublicenable, non-transferable, royalty-free, limited license, 
during the term of this Agreement to reproduce and use internally the 
user and reference guide documentation described in the table below.

BREW SOFTWARE DEVELOPMENT KIT
*	BREW Simulator
*	Example Applications (object code)
*	Sample Content Files (e.g., image, sound and video media files)
*	BREW user and reference guide

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 rights therein.  Any rights not 
expressly granted to you herein are reserved by QUALCOMM. 
    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 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 will not (i) 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 will 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 shall 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, ANY APPLICABLE 
LICENSORS, AND LICENSEES OF THE BREW TECHNOLOGY (OR PORTIONS 
THEREOF) (FOR THE PURPOSES OF SECTIONS 5, 6, AND 7, QUALCOMM, 
QUALCOMM'S LICENSOR(S) AND LICENSEES OF BREW 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 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 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.  If a BREW compatible application is written by you 
using any component of the Software and such application is used, distributed, 
or otherwise deployed on a BREW-enabled wireless device, then you agree to 
indemnify QUALCOMM, against any and all claims, losses, liabilities, damages, 
costs and expenses, including reasonable attorneys' fees, which QUALCOMM may 
incur as a result of or in connection with (i) a BREW compatible application 
developed by you which causes an infringement of any patent, copyright, 
trademark, trade secret, or other property, publicity or privacy rights of 
any third parties arising in any jurisdiction throughout the world, (ii) the 
download, distribution, installation, storage, execution, use, or transfer 
of such BREW compatible application, and/or (iii) any breach of this 
Agreement by you.  You agree to defend QUALCOMM in connection with any third 
party claims resulting from, arising out of or in connection with any of the 
foregoing.

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.  You acknowledge that certain 
technical information and software that may be provided hereunder and 
its uses are subject to U.S. export control laws.  You understand that 
the Software, proprietary data, know-how or other data and direct 
product thereof or information obtained by or from QUALCOMM is considered 
to be United States technology and is licensed for export, re-export, 
or transfer by the United States Government.  You therefore agree that 
you will not, without prior written consent of QUALCOMM and the United 
States Department of Commerce, Bureau of Industry and Security (BIS), 
Washington, DC 20230, U.S.A., or any other applicable US Government agency, 
knowingly export, re-export, transfer or cause to be exported, re-exported, 
or transferred either directly or indirectly, any such Software, proprietary 
data, know-how, or other data or information , or any direct or indirect 
product thereof, to any destination or entity prohibited or restricted 
under United States law.  You also agree that the Software, proprietary 
data, know-how, or other data or information will not be directly or 
indirectly employed in proliferation activities such as nuclear, missile, 
chemical, and biological weapons end uses, or any party engaged in such 
activities.  You understand that the list of prohibited or restricted 
destinations and entities may be amended from time to time by the US 
Government and that all such amendments shall be applicable to this 
Agreement.  You understand that the foregoing obligations shall survive any 
term or termination of this Agreement.  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.

(c) 2000-2004 QUALCOMM Incorporated.  All rights reserved.
 
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 AND 
UNDERSTAND IT; YOU HAVE THE AUTHORITY TO BIND THE LEGAL ENTITY YOU 
REPRESENT TO THE TERMS OF THIS AGREEMENT; AND YOU AGREE TO BE BOUND 
BY ITS TERMS AND CONDITIONS.

 
 