<PAGE>

RIM CONFIDENTIAL

                                                                    Exhibit 10.1

          Confidential Materials omitted and filed separately with the
                      Securities and Exchange Commission.
                          Asterisks denote omissions.



                           RESEARCH IN MOTION LIMITED
                      BLACKBERRY SERVICE PROVIDER AGREEMENT

This BlackBerry Service Provider Agreement (the "Agreement") is entered into
effective this 1st day of May, 2000 ("Effective Date") by and between Research
In Motion Limited, a corporation organized under the laws of the Province of
Ontario, Canada, having its head office at 295 Phillip Street, Waterloo,
Ontario, N2L 3W8 Canada, collectively ("RIM") and GoAmerica, Inc., a corporation
organized under the laws of the State of Delaware and having its principal
office at 401 Hackensack Avenue, Hackensack, New Jersey, U.S.A. 07601 (the
"BSP").

Whereas the BSP is in the business of providing product and/or services to
End-Users, as defined herein below, and desires to offer certain RIM Products
and Services to BSP registered End-Users;

Whereas RIM wishes to grant to the BSP the rights (i) to purchase or license, as
appropriate, for resale and licensing, renting, leasing and/or distribution to
the BSP's End-Users certain RIM BlackBerry(TM) Products and BlackBerry Software
as defined herein below, and (ii) to register such End-Users for wireless
service;

Now Therefore the BSP and RIM (each a "Party" and together the "Parties") agree
as follows:

1.    DEFINITIONS.  The following terms have the following meanings when used in
this Agreement:

1.01  "BSP Order Form" means the BSP product ordering document(s), developed by
the BSP and approved by RIM, to be completed by the BSP and signed by the
End-User, which shall include language that by signing the BSP Order Form, the
End-User acknowledges and accepts the terms and conditions of the BSP End-User
Agreement,

1.02  "BSP" End-User Agreement" means the end-user agreement developed by the
BSP that includes substantially the same terms and conditions as the BlackBerry
End-User Agreement.

1.03  "BlackBerry End-User Agreement" means the specific terms and conditions
relative to the Service and Product (as each are defined below) attached as
Schedule C.

1.04  "Delivery Schedule" means the schedule for delivery of the Initial Order
as indicated in Schedule B. Delivery or Products shall be to the BSP at the
address indicated above, or as mutually agreed. All deliveries of the Initial
Order must be completed within [**] months from the execution of this Agreement.
Subsequent delivery schedules shall be as mutually agreed to in writing and
shall be irrevocable following acceptance by RIM.

1.05  "Documentation" means the documentation associated with the Product as
listed on Schedule A and any other documentation delivered by RIM as part of the
BlackBerry Product offering to the BSP for distribution to End-Users.

1.06  "End-User" means a customer of the BSP who makes purchases, rents, leases,
or licenses the Products and Services (as the case may be) for such customer's
own use through the signing and submission of the BSP Order Form.

1.07  "Initial Order" means the initial order for Product set forth on
Schedule B.

1.08  "Product" or "Products" means those RIM hardware and software ("BlackBerry
Software") products as indicated in Schedule A. Use of any Product is
specifically limited to use in accordance with this Agreement.

<PAGE>

1.09  "BSP Purchase Order" means the product ordering document by which the BSP
transmits BSP's orders for Products and/or Services from RIM, such authorized
document(s) to be provided to the BSP either directly or when implemented by
RIM, through a secure, password-protected web site maintained by RIM. If
specified by RIM, the BSP shall endeavor to use the electronic version of the
BSP Purchase Order via the secure web site for the purpose of transmitting
electronically the completed BSP Purchase Order to RIM. After acceptance by RIM,
all BSP orders for Products and Services are non-refundable and may not be
cancelled by either party except as expressly permitted in this Agreement.

1.10  "Service" or "Services" means the wireless service provided by RIM as
indicated in Schedule A.

1.11  "Schedules" means the schedules to this Agreement specifying additional
terms, conditions, rates and fees for the various Products and Services pursuant
to this Agreement. The Schedules may be amended and may be supplemented by
additional Schedules only by mutual written agreement of the Parties.

1.12  "Software License Agreement" means the RIM document provided in
"click-wrap" form in the BlackBerry Software or Documentation and in paper form
for display to potential End-users by the BSP that grants the End-User a
nonexclusive, nontransferable right to use the software distributed with the
BlackBerry Product or under a license to use the BlackBerry Software.

1.13  "Territory" means the geographical region of the United States of America
and Canada.

1.14  "Tier I Support" means the BSP support staff will solely be responsible
for directly interacting and assisting in the use, installation, and
configuration of Products with the End-User's hardware and software as may be
reasonably necessary to maintain End-User confidence and satisfaction or as
requested by the End-User. Tier I Support also means the post-installation
support provided by the BSP's support staff directly to the End-User relating to
the post-installation operation of the Products and Services.

1.15  "Tier II Support" means the support provided by the RIM support staff
directly to the BSP. The Tier II Support does not include interaction with the
End-User.

2.    RIGHTS GRANTED TO BSP

2.01  Right to Market, Sell and License Products and Services. "Affiliate" shall
mean entities that are directly or indirectly controlled by BSP as each are
identified on the attached Schedule F to this Agreement. "Controlled" means that
BSP owns, directly or indirectly, more than fifty percent of the outstanding
common stock of the Affiliate. BSP agrees to undertake to provide RIM at least
thirty days prior notice of any Affiliate that is no longer controlled by BSP,
in which case such Affiliate's rights under this Section 2.01 shall immediately
terminate. BSP may also, upon acquiring a new Affiliate, request that RIM
consent to amend Schedule F, which consent shall be granted unless doing so
would cause RIM to breach an agreement between RIM and a third party, and
provided, however, that BSP shall remain liable and obligated hereunder for the
acts or omissions of such new Affiliates. Upon receipt and acceptance by RIM of
the Initial Order and, subject to the terms and conditions of this Agreement and
RIM's Standard Terms and Conditions of Sale included in Schedule C, RIM hereby
grants to BSP and its Affiliates a nonexclusive, nontransferable right within
the Territory to market, distribute, demonstrate, purchase for resale, renting
and/or licensing, as the case may be, the Products and Services. BlackBerry
Software is licensed, not sold. Neither BSP nor any Affiliate shall market,
sell, rent, lease, license or distribute the Products or Services except as
specifically permitted by this Agreement. Notwithstanding anything herein to the
contrary, BSP may authorize its Affiliates and those of its resellers of other
BSP products and services offered under BSP's name to market, distribute,
demonstrate, purchase for resale, renting and/or licensing, as the case may be,
the Products and Services, provided BSP informs RIM of the name, address and
website of each such reseller prior to BSP authorizing such activities by the
reseller; however, RIM shall not use such information for other then legitimate
purposes and RIM shall not contact such Affiliates or resellers with a view to
soliciting a direct contractual relationship with RIM. Purchases of Products by
Affiliates and authorized resellers shall count toward BSP's Volume Commitment.
The Parties agree to work together to establish a process by which BSP's
resellers may be authorized by RIM to purchase Products, directly from RIM where
such purchases will be counted toward BSP's Volume Commitment.

                                      -2-
<PAGE>

2.02  Marketing Practices. In marketing the Products and Services the BSP shall:
(a) avoid deceptive, misleading, illegal, or unethical practices that may be
detrimental to RIM or to the Products and Services; (b) not make any
representations, warranties, or guarantees to End-Users concerning the Products
and Services that purport to obligate RIM or that are inconsistent with those
made in this Agreement, the applicable Software License Agreement, the User's
Manual (defined as the BSP user guide developed by RIM in furtherance of the BSP
program), the RIM approved BSP Order Form, the BlackBerry End-User Agreement or
otherwise by reference to RIM's web site(s) or, if provided in writing by RIM;
and (c) comply with all applicable federal, state, provincial, and local laws
and regulations in marketing the Products and Services and in performing its
duties with respect to the Products and Services, including, without limitation,
the collection of taxes on the sales of Product in any jurisdiction in which the
BSP sells the Product.

2.03  Co-op and Marketing Development Funds. For as long as BSP fulfills its
obligation under Article 3 below, abides by the terms and conditions of this
Agreement, and subject to the requirements of the Co-op Marketing and
Development Program (attached as Schedule D), for each Product purchased by BSP,
RIM shall set aside marketing funds for use by BSP, in accordance with the terms
and conditions of RIM's current Co-op Marketing and Development Program, in its
marketing efforts associated with its distribution and promotion of the
Products. The funds shall be accrued in BSP's marketing fund account upon
receipt of payment for Products shipped. Should this Agreement be terminated for
any reason, any marketing funds accumulated by the BSP shall be applied to
amounts due to BSP as relates to RIM approved marketing efforts, or if no
amounts are due to BSP, shall revert back to RIM.

2.04  Limitations on Use. The BSP shall not use or duplicate the Products or
Services (including the Documentation) for any purpose other than as specified
in this Agreement or make the Products and Services available to unauthorized
third parties. The BSP may not use the Products and Services unless: (a) the BSP
purchases and/or licenses the Products and Services, as applicable, specifically
for internal or demonstration use, or (b) otherwise provided herein. Any product
used for demonstration purposes may not be resold as a "new" Product. The resale
of any demonstration Product by BSP as a "new" Product shall be considered a
material breach of this Agreement. Except as may be permitted by law, the BSP
agrees not to cause or permit the reverse engineering, disassembly, or
decompilation of the Products. Should it become known to the BSP that an
End-User has attempted to reverse engineer, disassemble or decompile the
Products, the BSP shall immediately notify RIM and direct such End-User to
contact RIM directly. The BSP shall be entitled to use the Products and/or
Services to develop and market applications for use with the Products and/or
Services, as applicable, provided that (a) such applications do not use RIM's
airlink, (b) BSP states clearly in all applicable marketing material that RIM
does not warrant, and bears no responsibility, for such application, and (c) BSP
provides RIM with prior written notification of such development and/or
marketing activities.

2.05  Title. Title to and risk of loss or damage to any hardware purchased
hereunder shall pass to BSP upon receipt by BSP. RIM and its suppliers
(including, without limitation, its licensors) shall retain all copyright and
other proprietary rights in the Products, Services and Documentation and any
modifications or translations thereof. The foregoing notwithstanding, BSP shall
have a limited right to any derivations it is permitted to make to the
Documentation to facilitate its resale of Products under the terms of this
Agreement, provided such derivations are provided to RIM for its approval and
review, which approval and review shall not be unreasonably withheld or delayed.
The BSP and the End-User do not acquire any rights, title or interest in the
Products, Services or Documentation other than those rights specified in this
Agreement.

3.    OBLIGATIONS OF THE BSP

In addition to the obligations set forth elsewhere in the Agreement, BSP shall
be responsible for the following specific obligations:

                                      -3-
<PAGE>

          Confidential Materials omitted and filed separately with the
                       Securities and Exchange Commission.
                          Asterisks denote omissions.


3.01  Initial Order. Upon execution of this Agreement by the Parties, the BSP
will complete and submit to RIM a BSP Purchase Order for the Initial Order. The
BSP agrees to purchase and take delivery of the initial quantity of Product as
indicated in the Initial Order subject to the prices and fees as indicated in
Schedule A. The Initial Order, once placed by BSP and accepted by RIM, shall be
non-refundable and irrevocable. The BSP shall take delivery of the Initial Order
in accordance with the Delivery Schedule. The BSP is specifically prohibited
from submitting any purchase order or BSP Purchase Order with any terms and
conditions that are in addition to or that modify or conflict with the terms and
conditions of this Agreement. Should RIM receive such an order, any terms and
conditions that are in addition to or that modify or conflict with the terms and
conditions of this Agreement are hereby rejected without further written notice.

3.02  BSP Order Form. The BSP shall develop a BSP Order Form for Products and
Services and a BSP End-User Agreement that is consistent with this Agreement and
the RIM Blackberry End User Agreement. The BSP Order Form shall include, at a
minimum, the following language on the face of the BSP Order Form substantially
similar to the following:

"This Order Form, in conjunction with the (enter BSP name) End-User Agreement,
constitutes an offer ("Offer") by you or the entity you represent as an
authorized signatory (in either case, "You") to rent and/or buy BlackBerry
Handheld(s) and Services and to license certain associated BlackBerry Software.
Please read this Order Form and the End-User Agreement carefully. By signing
this form, the End-User Agreement becomes a legally-binding contract between You
and (enter name of BSP). In signing the Offer, in addition to the
representations, warranties and agreements You make under the terms of the
End-User Agreements You specifically agree You are authorized to sign for and
bind any account named above."

3.03  Electronic Mail ("Email") Link. If BSP is an Internet service provider,
BSP shall be responsible for the establishment and maintenance of a link between
the BSP Internet Email End-Users and the RIM BlackBerry system that will
automatically forward Email across the Internet to RIM, which Email will then be
processed by RIM and sent on to the End User using the Product.

3.04  Tier I Support. The BSP is specifically responsible for Tier I Support and
shall be the End-User's point of contact. To the extent that the Tier I Support
obligations contained in this Agreement conflict with the provisions of any
other agreement, the Tier I Support obligations contained in this Agreement
shall supersede those terms with which they conflict unless specifically
excluded by such other agreement.

3.05  Training. In order to provide Tier I Support, the BSP is required to have
at least one technical employee of BSP attend a BlackBerry training class at
RIM's headquarters in Waterloo, Ontario Canada or at BSP's site as the Parties
mutually agree. It is the intent of this training to train a limited number of
BSP employees so that such trained BSP employees will be capable of training
additional BSP employees in the use and support of the Products and Services and
be able to provide Tier I Support. Any training beyond that provided above shall
be at BSP's expense for reasonable travel expenses incurred by RIM and subject
to availability of RIM training personnel.

3.06  Minimum Service Requirement. For each BlackBerry Product purchased, the
BSP must purchase a minimum of[**]) months of continuous Service from date of
activation. The purchased Service must be used within [**] months of the
delivery purchase date for such BlackBerry Product.

                                      -4-
<PAGE>


          Confidential Materials omitted and filed separately with the
                       Securities and Exchange Commission.
                          Asterisks denote omissions.


3.07  Service Activation. It is the responsibility of the BSP to request RIM
activate Service related to the purchase, renting, leasing and/or licensing of
any Products at the time of such purchase, rental, lease and for licensing. In
order to activate Service, the BSP shall provide a written request to RIM and
must include information reasonably required by RIM in order to effect the
Service activation. RIM and the BSP agree to work together to explore methods of
activation notification by electronic means, such as by email or through a
dedicated secure website. To facilitate RIM's compliance with limits its
wireless network carrier currently imposes on daily activation volumes, the BSP,
when requesting activations, shall not request to activate more than [**] of the
Products in any one business day, and shall only request activations in
multiples of [**]. If RIM's wireless network carrier increases or eliminates
such limits, RIM shall increase or waive the restriction imposed in the
preceding sentence. RIM will complete its own processing of activation requests
promptly, and will submit all activation requests to its wireless network
carriers as soon as reasonably practicable, subject to any delays beyond RIM's
control, but BSP acknowledges that due to its carrier's processing requirements,
activations may not occur before the [**] business day following the BSP's
activation request.

3.08  Service De-Activation. It is the responsibility of the BSP to notify RIM
in writing to de-activate any Service as may be required for any reason by the
End-User or the BSP. Such notice shall include the information indicated in
Section 3.07 above. The BSP acknowledges and agrees the BSP is solely
responsible for any and all Service fees incurred through the date of such
de-activation. RIM shall not charge BSP a fee to deactivate any Service.

3.09  End-User Fees. It is the responsibility of the BSP to invoice End-Users
for Products and/or Services ordered and to collect any amounts due from such
End-Users. The failure or inability of the BSP to collect any amounts due from
End-Users shall not relieve the BSP from timely payments when due to RIM for
such Products and/or Services.

3.10  Minimum Order Quantity. Following the Initial Order, each subsequent order
for Product shall be in quantity multiples of [**] with no less than [**]
("Lot") per order. Orders for Product quantities of no more than one Lot require
receipt of an order at least [**] days prior to the first delivery date. Orders
for quantities of more than one Lot require receipt of an order at least [**]
days prior to the first delivery date. Delivery schedules shall be as mutually
agreed to in writing. Subject to the percentages indicated below, BSP may
request deferral or cancellation of a scheduled shipment of Products provided
that:

       (a)  in relation to a deferral of a scheduled shipment date for Product
       such deferral will specifically be limited to the original quantity
       scheduled for shipment. Deferral shipment dates may be rescheduled up to
       [**] days later than the originally scheduled shipment date. Deferral
       shipments may not be extended beyond the expiration date of this
       Agreement. However, if the order or any part thereof applicable to the
       rescheduled shipment is subsequently cancelled, the cancellation charges
       indicated herein below will apply based on the original shipment date and
       deferral notice date and will become immediately due and payable. The
       percentages indicated in each row represent the maximum quantity of the
       applicable Product which may be rescheduled, as a percentage of the total
       quantity of that Product originally scheduled for delivery during that
       time period.

                     Days              Change Percentage

                     [**]              [**]
                     [**]              [**]%+/-
                     [**]              [**]%+/-
                     [**]              [**]%+/-
                     [**]              [**]%+/-

                                      -5-
<PAGE>


          Confidential Materials omitted and filed separately with the
                       Securities and Exchange Commission.
                          Asterisks denote omissions.


       (b)  in relation to the cancellation of Products, BSP may cancel any
       order for Products only upon prior written notice to RIM subject to the
       cancellation charges herein below. BSP may cancel any order within [**]
       hours of issuing without penalty. If the anticipated shipment date of any
       order is delayed by RIM by [**] days or more, BSP may cancel the shipment
       without penalty. The following charges will apply to any cancellation of
       an order or any part of an order cancelled more than [**] hours after the
       issuing of such an order to RIM.

                     Days Notice       Cancellation Charge

                     [**] days         [**]% *
                     [**] days         [**]%*


       Regardless of the notice period given by BSP and in addition to the
       cancellation charges indicated above, BSP shall be responsible for the
       cost of any custom material procured exclusively for this Agreement by
       RIM and still in inventory at the time the cancellation notice is
       submitted to RIM.

3.11   Rolling Forecast. Within thirty (30) days of execution of this Agreement,
BSP shall provide to RIM in writing a [**] day rolling forecast of Product
requirements. Should the Initial Order or any subsequent order include delivery
requirements over a period of [**] days or more, the rolling forecast shall be
extended to include [**] days beyond such order. All forecasts BSP provides
under this Section 3.11 shall be for information purposes only and shall not
bind or commit BSP to the purchase of the forecasted quantities, provided,
however, that BSP shall comply with the provisions of section 3.10 herein.

3.12   Product Packaging. All shipping and handling for the delivery of Products
to a single BSP-designated site shall be at RIM's expense, aggregated with other
Product in bulk. Following the initial unit delivery BSP may change the delivery
site for subsequent deliveries by providing separate written notice to RIM in
accordance with the notice provisions herein. Such change in delivery site shall
be accepted by RIM provided that (a) the new designated delivery site is a
single site and (b) the BSP notification of change of delivery site is the first
such notification following BSP's initial designation of delivery site. All
requested changes in delivery site subsequent to the BSP's first notification of
change of delivery site shall be accepted or rejected at RIM's sole discretion.
Shipping methods shall be at RIM's discretion or as mutually agreed. Unless BSP
and RIM have agreed to co-brand the Products and Services, the BSP may not add,
modify or remove contents or information to or from the RIM-prepared BlackBerry
packaging and shall deliver such Product to End-Users in original factory
condition. Unless BSP and RIM have agreed to co-brand the Products and Services,
Product shall be packaged in standard RIM-prepared packaging.

Notwithstanding the limitation above, at BSP's option, and subject to RIM's
prior review and written approval, such review to be reasonable and in
accordance with RIM's internal co-branding guidelines, BSP may co-brand the
Products and Services and use co-branded packaging, documentation, and other
co-branded materials in connection with its activities hereunder, RIM and BSP
shall negotiate in good faith regarding any additional terms and conditions that
would apply to BSP's co-branding activities.

3.13   Tier I Reports. When requested by RIM, but not more often than quarterly,
BSP shall provide to RIM, in writing, a summary report of Tier I incidents
related to Product, Service or installation issues to facilitate RIM's quality
control and product planning. RIM reserves the right, at RIM's expense, to audit
BSP's Tier I Support, including without limitation, the Tier I process, quality
and customer satisfaction.

                                      -6-
<PAGE>

          Confidential Materials omitted and filed separately with the
                       Securities and Exchange Commission.
                          Asterisks denote omissions.

3.14  Inventory Management. BSP acknowledges that effective inventory management
is essential to minimize product deterioration. Accordingly, BSP agrees to abide
by RIM's reasonable policies and guidelines with respect to inventory
management, including such guidelines as are applicable to replacing the
alkaline battery of any product in the BSP's inventory prior to the total
discharge of such battery. The BSP agrees to work with RIM to implement an
inventory management program in accordance with such guidelines. RIM shall be
excused from its warranty obligations with respect to any Product defect
resulting solely from BSP's failure to manage its inventory in accordance with
such guidelines.

3.15  RMA Policy. BSP agrees and acknowledges it is aware of and will follow the
RIM RMA Policy, included in Schedule C, relative to Product to be returned under
RIM's limited warranty or for Product to be returned outside of RIM's limited
warranty.

4.    OBLIGATIONS OF RIM

In addition to the obligations set forth elsewhere in the Agreement, RIM shall
be responsible for the following specific obligations:

4.01  Delivery. Upon acceptance of the Initial Order and/or any subsequent
order, RIM agrees to ship the Product in accordance with the Delivery Schedule,
or after the Initial Order, in accordance with a mutually agreed to delivery
schedule.

4.02  Email Link. RIM shall maintain such RIM systems during the Term of this
Agreement and any as is necessary to fulfill the transactions contemplated in
this Agreement.

4.03  Tier II Support. It is the responsibility of RIM to provide Tier II
Support.

5.    FEES AND PAYMENTS

5.01  Product and Services Fees. For each Product and associated Service ordered
by the BSP, the BSP shall pay to RIM the Product and Service fees ("Fees") as
set forth in Schedule A in accordance with the payment terms in Section 5.02

5.02  General Payment Terms. Providing the BSP: (i) has been granted initial
credit approval by RIM in accordance with RIM's credit approval process, (ii)
maintains a satisfactory credit rating in accordance with the credit rating
standards of the Export Development Corporation (the "EDC") throughout the term
of this Agreement, and (iii) maintains its account with RIM in good-standing.
Fees are due and payable without delay net [**]days from the invoice date.
Should the BSP at any time fail to meet RIM's credit criteria as set out above,
RIM may immediately decline to extend credit to the BSP and payment of Fees
shall be as mutually agreed in writing. Fees will be invoiced to the BSP monthly
in advance. Subject to section 5.04 below, failure to pay any Fees within [**]
days of the due date shall be considered a material breach of this Agreement.
Fees due by the BSP shall not be subject to set off for any claims against RIM.
All amounts referred to herein or in any Schedules hereto are in a) US dollars,
if the BSP is located in the United States; or b) Canadian dollars if the BSP is
located within Canada.

5.03  Taxes. Any sales, use or other similar taxes (excluding taxes on RIM's net
income and duties paid by RIM as specified in Section 3.12) related to the
Products or Services purchased hereunder shall be paid to RIM by BSP or BSP
shall present an exemption certificate acceptable to the taxing authorities. RIM
shall remit such tax payments to the appropriate tax authorities and shall
prepare and file any necessary returns. Applicable taxes shall be billed as a
separate item on the invoice. All non-tax government fees, charges and
assessments, including, if applicable state and federal Universal Service Fund
contributions shall be payable by BSP if they are asserted by any third party
having the authority to do so.

                                      -7-
<PAGE>

5.04  Disputed Amounts. If BSP wishes to dispute an amount which has been
invoiced by RIM, it will nonetheless make payment on the due date to RIM's
lawyers who shall hold such amounts in dispute. If it is determined that the
invoiced amount was excessive, any payment by BSP in excess of the amount RIM is
entitled to, will be refunded to BSP with interest at the rate which would be
payable by the BSP to RIM under the invoice, calculated from the date such
excess amount was paid until repaid to BSP.

6.    RECORDS

6.01  Records Inspection. The BSP shall maintain books and records in connection
with activity under this Agreement. RIM may audit the relevant books and/or
records that relate to Tier I Support and/or the amounts paid to BSP by RIM
(collectively, the "Relevant Data"), if any, and computer systems of the BSP
upon which the Relevant Data or any portion thereof resides, to ensure
substantial and material compliance with the terms of this Agreement, Compliance
will be determined according to RIM standards as specified in writing and
provided to BSP from time to time. Such standards will correlate to the level of
training provided to BSP by RIM in accordance with section 3.05 herein. Any such
audits shall be conducted during regular business hours at the BSP offices,
shall not interfere unreasonably with the BSP business activities, and shall
occur no more than once per calendar quarter. Each person acting on behalf of
such firm in conducting such audit shall execute a written non-disclosure
agreement with BSP on term reasonably acceptable to BSP before receiving access
to any Relevant Data. If an audit reveals any non-compliance by BSP, RIM shall
give notice to BSP of such non-compliance, and BSP shall cure such
non-compliance within thirty (30) days of receipt of such notice (the "Cure
Period'). Should BSP fail to cute such non-compliance within the Cure Period to
the satisfaction of RIM, RIM may terminate this Agreement immediately without
further notice and/or, at RIM's option, may discontinue any co-operative or
marketing development program. Notwithstanding the foregoing, RIM may terminate
this Agreement immediately upon further non-compliance if there are two (2)
events of non-compliance within any twelve month period. Should any audit reveal
that co-operative or marketing development funds were not used for RIM approved
marketing activities, the BSP shall immediately refund to RIM such co-operative
or marketing development funds.

6.02  Notice of Claim; Notice of Change of Control. The BSP will notify RIM
promptly in writing of (a) any claim or proceeding involving the Products and
Services that comes to its attention; (b) all claimed or suspected defects in
the Products and Services; and (c) any material change in the management or
control of the BSP or any material change in the financial condition of the BSP
that would materially affect the BSP's ability to perform its obligations under
this Agreement.

7.    TERM AND TERMINATION

7.01  Term. This Agreement shall become effective on the Effective Date and
shall continue for a term of three (3) years (the "Term") and shall
automatically terminate without written notice. The Parties may mutually agree
to renew or extend this Agreement subject to re-negotiation of terms.

7.02  Termination for Convenience. Either Party may terminate this Agreement
without cause upon one hundred and twenty (120) days prior written notice to the
other Party, provided, however, that such notice shall not be given by either
Parry prior to one (1) year from the Effective Date of this Agreement.
Termination shall not relieve BSP's obligation to pay all fees that have accrued
and BSP shall immediately submit such payment to RIM. In addition, payment of
Fees due to RIM by BSP which may extend and/or accrue beyond the Term of this
Agreement, including, but not limited to, Fees due to RIM by the BSP for
continued provision of Service beyond the Term of this Agreement, or any renewal
thereof, shall survive termination of this Agreement for any reason. In
addition, should BSP terminate for convenience, any scheduled delivery pursuant
to an Initial Order and/or BSP Purchase Order accepted by RIM will survive such
termination and the BSP shall be responsible for the payment of such Fees within
thirty (30) days of receipt of the invoice for the ordered Products.

                                      -8-
<PAGE>

          Confidential Materials omitted and filed separately with the
                       Securities and Exchange Commission.
                          Asterisks denote omissions.

7.03  Termination for Cause. Either Party may terminate this Agreement in the
event of the default of the other Party in the performance of any of the terms
and conditions of this Agreement or any present or future Schedule hereto if
such Party fails to correct the breach within the thirty (30) day period
following delivery of written notice to the other Party of such default. In
addition, RIM may terminate this Agreement for cause without a cure period and
without prior notice (a) should an audit reveal that co-operative marketing fees
were not used for approved marketing activities and/or (b) any misrepresentation
pursuant to this Agreement of RIM, or RIM's Product(s) and Service(s) or (c) in
the event that BSP fails to make timely payment for three months in any twelve
month period such that the payments are delayed by a cumulative total of twenty
(20) days. Either Party may immediately terminate this Agreement if the other
Party institutes or if any proceeding is commenced against or affecting the
other Party: (i) seeking to adjudicate it a bankrupt or insolvent; (ii) seeking
liquidation, dissolution, winding up, reorganization, arrangement, protection,
relief or composition of it or any of its property or debt; (iii) making a
proposal with respect to it under any law relating to bankruptcy, insolvency,
reorganization or compromise of debts or other similar laws; or (iv) seeking to
appoint a receiver, trustee, agent, custodian or other similar official for it
or for part of its assets or property. Each Party acknowledges that the other
Party's rights of termination in this Agreement are reasonable in the
circumstances and have been freely bargained by the Parties. The BSP
acknowledges and agrees that any goodwill created in the Territory by the BSP
with respect to the Product(s) and Service(s) and RIM or in any way related
thereto is the sole property of RIM and the BSP has no right therein and any
interest that the BSP has therein is hereby transferred to RIM, and that the BSP
has been adequately compensated therefor.

7.04  Force Majeure. Neither Party shall be liable to the other for failure or
delay in the performance of a required obligation if such failure or delay is
caused by strike, riot, fire, flood, natural disaster, or other similar cause
beyond such Party's control, provided that such Party gives prompt written
notice of such condition and resumes its performance as soon as possible, and
provided further that the other Party may terminate this Agreement if such
condition continues for a period of one hundred eighty (180) days. There shall
be no Force Majeure event that will excuse performance by either Party for the
payment of any commissions, fees or set-offs under this Agreement.

7.05  Effect of Termination. Upon expiration or termination of this Agreement
the BSP rights granted pursuant to this Agreement shall cease except the BSP
rights granted pursuant to Section 2.01 shall continue until such time as the
BSP has depleted the BSP inventory or [**] from the last date Product is
delivered to the BSP pursuant to an order accepted by RIM and not yet fulfilled,
whichever occurs first. In addition, the BSP shall return to RIM any and all
marketing materials supplied to BSP by RIM in support of this Agreement and, if
applicable, shall certify in writing that all archival or backup copies of the
applicable BlackBerry Software has been deleted from any computer system and
destroyed. Service for any Product delivered on or before the expiration of the
Term, for which Service has been activated, shall be continued through the end
of the [**] from the date of the last delivery of Products under this Agreement,
subject to the Service Fees pursuant to this Agreement and subject to the
provisions in Schedule A concerning increases in service fees, and providing BSP
is not in default of any Fees due to RIM.

Upon termination of this Agreement by RIM under Section 6.01 or this Section 7,
the rights granted pursuant to this Agreement shall cease and the BSP shall
return to RIM any and all marketing materials supplied to BSP by RIM in support
of this Agreement and, if applicable, shall certify in writing that all archival
or backup copies of the applicable BlackBerry Software has been deleted from any
computer system and destroyed. In addition, RIM reserves the right to
de-activate any activated Service pursuant to this Agreement, if BSP is in
default of payment of Fees due to RIM and such default is not cured in
accordance with Section 7.03 above.

Upon termination of this Agreement for any reason, the BSP shall immediately pay
to RIM any outstanding Fees due to RIM and any subsequent Fees due for Services
and/or Products scheduled to be provided or delivered, as applicable, as such
become due, upon receipt of an invoice from RIM. The termination of this
Agreement shall not limit either Party from pursuing any other remedies
available to it, including injunctive relief, nor shall such termination relieve
the BSP obligation to pay monthly Service fees pursuant to this Agreement until
such time as all such Service has been de-activated and/or any amounts due to
RIM that the BSP has agreed to pay under any Initial Order and/or BSP Purchase
Order or other similar ordering document under this Agreement. The Parties'
rights and

                                      -9-
<PAGE>


          Confidential Materials omitted and filed separately with the
                       Securities and Exchange Commission.
                          Asterisks denote omissions.


obligations under Sections 2.05, 3.08, 3.09, 6.01, 7.02, 7.05, and Articles 1,
5, 8, and 9 and such sections and articles by their nature are intended to
survive this Agreement. shall survive termination of this Agreement.

8.    INDEMNITY, WARRANTIES, REMEDIES, LIMITATION OF LIABILITY

8.01  Indemnity of BSP. Subject to the limitation of liability set forth in
Section 8.03, RIM will defend and indemnify the BSP, its successors and assigns
with respect to amounts required to be paid to a third party from a claim that
the Products furnished and used within the scope of this Agreement infringe(s)
such third party's United States or Canadian copyright or patent, provided that:
(a) the BSP notifies RIM in writing promptly of the claim; (b) RIM has sole
control of the defense and all related settlement negotiations and RIM has,
without limitation, the sole, unfettered discretion to compromise and settle
such claim; and (c) the BSP provides RIM with the assistance, information and
authority necessary to perform RIM's obligations under this paragraph.
Reasonable out-of-pocket expenses incurred by the BSP in providing such
assistance will be reimbursed by RIM. In the event that the use of the Products
or Services is likely to be enjoined, RIM shall either (i) modify the Products
or Services to make them non-infringing (ii) replace the Products or Services
with non-infringing goods and services of comparable functionality and value or
(iii) obtain, at no cost to BSP, the right for BSP and its end users to continue
to use the Products or Services. If RIM determines, in its sole discretion that
performance of (i), (ii) or (iii) herein is not commercially feasible with
respect to Products, then RIM shall accept the return of such Products, and
shall refund to the BSP the amount paid for such Products, discounted using a
straight-line method over a period of five years. If RIM determines, in its sole
discretion that performance of (i), (ii) or (iii) herein is not commercially
feasible with respect to Services, the RIM shall refund to the BSP an amount
equal to the fees paid for one (1) month of service.

RIM shall have no liability for any claim of infringement based on: (a) use of a
superseded or altered release or version of any Product if the infringement
would have been avoided by the use of a current unaltered release or version of
such Product that RIM has, as of the time the claim of infringement arose, made
commercially available to the BSP or to the installed End-User base; (b) the
combination, operation or use of any Product and/or Service furnished under this
Agreement with software, hardware, service or other material not furnished by
RIM if such infringement would have been avoided by the use of such Product
and/or Service without such software, hardware, service or other material; or
(c) breach by BSP of a material provision of this Agreement with respect to the
trademarks of a third party licensed to BSP by RIM.

RIM shall defend, indemnify, and hold harmless BSP (including its officers,
director, employees, successors, and Affiliates) from any third party claims,
damages, liabilities, losses, or expenses (including without limitation
reasonable attorney fees and costs) incurred by BSP in connection with any
representation, warranties, guarantee or other statements made hereunder
regarding the Products and Services which are consistent with those made with
this Agreement, the applicable Software License Agreement, the User's Manual,
the RIM approved BSP Order Form, the BSP End-User Agreement or otherwise by
reference to RIM's web site(s) or otherwise provided in writing by RIM.

8.02  Warranties. RIM warrants to the BSP that for a period that begins upon
receipt by the BSP of any Product under this Agreement and concluding the
earlier of [**] months from date the Product is delivered to the BSP or [**]
months from when the Product is first delivered to an End-User (the "Warranty
Period"), that any Product purchased hereunder will be free from all defects in
material and workmanship. The BSP shall be solely responsible for providing any
and all End-user Warranties for sales by the BSP. The Parties agree that with
respect to any Product sold to an End-User by the BSP, the BSP shall provide
such End-User with a limited warranty ("Limited Warranty") supported by RIM that
provides, among other items, for a warranty period not to exceed the Warranty
Period or one (1) year, from the date the Product is first received by the
End-User, whichever occurs first. RIM's Limited Warranty is included in Schedule
C. Should there be a conflict between this Section 8.02 and RIM's Limited
Warranty, this Section 8.02 shall prevail. The BSP shall not represent that RIM
is responsible to the End-User for any warranty that is not explicitly provided
for under the Limited Warranty. The failure to maintain an adequate inventory
management program that includes a process for replacing alkaline batteries in
Product in inventory will be considered abuse, and any product damaged as a
result of such abuse will not be covered under the Limited Warranty. After the
expiration of the Warranty Period, for as long as an End-user continues to
obtain the Service from RIM, such End-User shall be entitled to receive any bug
fix, upgrade or enhancement made generally available to other customers of the
BlackBerry Internet Edition Software at such price, if any, charged to such
other customers.

                                  -10-
<PAGE>

          Confidential Materials omitted and filed separately with the
                       Securities and Exchange Commission.
                          Asterisks denote omissions.

8.03  Limitation of Liability. IN NO EVENT, INCLUDING, WITHOUT LIMITATION,
TERMINATION OF THIS AGREEMENT, SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS,
REVENUE, DATA OR USE, INCURRED BY THE OTHER PARTYOR ANY THIRD PARTY, WHETHER IN
AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RIM'S LIABILITY FOR DAMAGES
HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT PAID TO THE RIM UNDER THIS
AGREEMENT. THE FOREGOING LIMITATION ON RECOVERY SHALL NOT BE CONSTRUED AS
PRECLUDING RIM FROM RECOVERING ITS PROFIT IN ANY ACTION FOR PAYMENT UNDER THIS
AGREEMENT.

The provisions of this Article 8 allocate the risks under this Agreement between
RIM and the BSP. RIM's pricing of Products and Services reflects this allocation
of risk and the limitation of liability specified herein.

8.04  Indemnification of RIM. The BSP agrees to inform RIM of any known breach
by any End-User of the terms of the BlackBerry Software License Agreement and
the terms of any applicable End-User Agreement and/or BSP Order Form. Except as
indicated in Section 8.01, the BSP will defend, and indemnify and hold RIM
harmless against all damages to RIM caused by the BSP failure to comply with the
terms of this Agreement.

The BSP shall defend, indemnify, and hold harmless RIM, RIM's suppliers,
successors, affiliates, agents and assigns from any claims, damages, losses, or
expenses (including without limitation attorney fees and costs) incurred by RIM,
RIM's suppliers in connection with all claims, suits, judgements and causes of
action (i) for infringement of patents or other proprietary rights arising from
combining with or using any device, system or service in connection with the
Product or Services and the BSP service or any portion thereof (ii) for libel,
slander, defamation or infringement of copyright or other proprietary right with
respect to material transmitted by the BSP or the BSP's End-User using the
BlackBerry Product or (iii) injury, death or property damage arising in
connection with the use or non-use of the Product and/or Services in a manner
that is inconsistent with the proper use of the Product and/or Services as set
forth in Documentation. No remedy herein conferred upon RIM is intended to be,
nor shall it be construed to be, exclusive of any other remedy provided herein
or as allowed by law or in equity, but all such remedies shall be cumulative. In
the event of the termination of this Agreement pursuant to this Section 8.04,
the BSP shall pay to RIM all attorney fees, collection fees, and related
expenses, expended or incurred by RIM in the enforcement of any right or
privilege hereunder (including, but not limited to, telephone, freight, express
and postal charges, expenses of paid investigators and reasonable compensation
for time of RIM's representatives).

8.05  Product End of Life. RIM shall provide the BSP with [**] prior written
notice of any termination of manufacture of the Product ("End-Of-Life"). In the
event this Agreement terminates or expires prior to RIM's issuance of an
End-Of-Life notice, the notice will be deemed to be issued as of such expiration
or termination, unless such termination is by RIM for cause or by the BSP for
any reason. Any Initial Order accepted by RIM with deliveries extending beyond
the End-Of-Life date will be fulfilled without interruption. RIM will provide
repair service for up to [**] following any End-Of-Life for the Product or in
accordance with the Warranty Period, whichever occurs last.

8.06  Equitable Relief. The BSP acknowledges that any breach of its obligations
with respect to proprietary rights of RIM shall cause RIM irreparable injury far
which there are inadequate remedies at law, and that, at the discretion of the
court under the usual principles of equity, RIM shall be entitled to equitable
relief in addition to all other remedies available to it.

9.    GENERAL TERMS AND CONDITIONS

9.01  User Data. Except for communications of an emergency nature as may be
required by law or by the airtime service carrier in order to comply with FCC or
other governmental regulations, during the Term of this Agreement, BSP must
provide advance written approval as to the classes of communications with or to
End-Users initiated by RIM. RIM may only disclose the User Data as follows: (i)
to comply with an order by law enforcement agency or a duly constituted court;
(ii) to the least extent necessary to assist the airtime service carrier to
comply with obligations imposed upon it by the FCC or any other U.S. government
agency, or (ii) with BSP's or the End-User's prior written consent. As used
herein, "User Data" means any information or data associated with an End-User
which is received, stored, or processed by RIM in providing its Service under
this Agreement and includes, without limitation, user account names and
passwords, registration information, cookie information, and email messages and
attachments received or sent by End-Users.

                                      -11-
<PAGE>

9.02  Nondisclosure. Each party agrees that the Confidential information of the
other Party will be held in confidence to the same extent and the same manner as
each Party protects its own Confidential Information, but each Party agrees that
in no event will less than reasonable care be used. Each Party shall, however,
be permitted to disclose relevant aspects of such Confidential Information to
its officers or employees on a need-to-know basis, provided that they shall be
bound to protect the Confidential Information to the same extent as required
under this Agreement. Each Party agrees to use such Confidential Information
only for purposes of this Agreement. The obligations set forth in this Section
9.01 do not apply if and to the extent the Party receiving Confidential
Information ("Receiving Party") establishes that: (i) the information disclosed
to the Receiving Party was already known to the Receiving Party, without
obligation to keep it confidential; (ii) the Receiving Party received the
information in good faith from a third party lawfully in possession thereof
without obligation to keep such information confidential; (iii) the information
was publicly known at the time of its receipt by the Receiving Party or has
become publicly known other than by a breach of this Agreement; (iv) the
information is independently developed by the Receiving Party without use of the
other party's Confidential Information; or (v) the information is required to be
disclosed by applicable statute or regulation or by judicial or administrative
process; provided that, in the case of (v), the Receiving Patty will use
reasonable efforts under the circumstances to notify the other party of such
requirements so as to provide such party the opportunity to obtain such
protective orders or other relief as the compelling court or other entity may
grant. As used herein, "Confidential Information" means, except as otherwise
specifically provided in the Agreement, each party's (i) trade secrets under
applicable law (including, without limitation, financial information, processes,
formulas, specifications, programs, instructions, technical know-how, methods
and procedures for operation, and benchmark test results); (ii) any confidential
or other proprietary information, whether of a technical, business or other
nature that is of value to the owner of such information and is treated as
confidential (including, without limitation, User Data, information about
employees, customers, marketing strategies, services, business or technical
plans and proposals, in any form); (iii) any other information identified by a
party as "Confidential Information"; (iv) any other information relating to
party that is or should be reasonably understood to be confidential or
proprietary; (v) the terms of this Agreement or any information relating thereto
(except as required by applicable law), and (vi) information on RIM's secure,
password-accessible web site.

9.03  Copyrights. All copyrights in the BlackBerry Software components, the
User's Manual and all associated BlackBerry Product and Service Documentation
and associated marketing literature are owned by RIM and/or its suppliers and
the BSP shall not modify the copyright notices on or associated with the
Products and Services.

9.04  Trademarks. RIM, the RIM Logo, BlackBerry, BlackBerry Internet Edition,
the BlackBerry Logo and any other trademarks and service marks adopted by RIM
from time to time to identify the Products, Services or other RIM product or
service belong to RIM. The BSP shall have no rights in such marks except as
expressly set forth herein and as specified in writing from time to time. The
BSP's use of RIM's trademarks, or any other trademarks or service marks that RIM
is permitted to use in conjunction with the offering of its Product(s) and
Service(s) including, without limitation, the authorized use of the trademarks
and service marks of Cantel AT&T or BellSouth, as applicable, and its
subsidiaries, or any other third patty whose trademark or service mark appears
in conjunction with RIM's offering of the Product(s) and Service(s) shall be
under RIM's trademark policies and procedures in effect from time-to-time and
any trademark usage manual provided to the BSP directly or through RIM's
website(s).

Prior to publishing or disseminating any advertisement, press release or
promotional materials bearing one or more trademarks of RIM, the BSP agrees to
deliver a sample of the advertisement, press release or promotional materials to
RIM for prior approval, and such approval shall not be unreasonably withheld. If
RIM notifies the BSP that the use of the trademark of RIM is inappropriate, the
BSP will not publish or otherwise disseminate the advertisement, press release
or promotional materials until they have been modified to RIM's satisfaction.

The BSP shall not market the Products in any way that implies that the Products
are the proprietary product of the BSP or of any party other than RIM. The BSP
shall not remove, alter, deface, or otherwise impair the recognition of any
trademark of RIM or RIM's suppliers, including, but not limited to, any marks or
brands on any Products, label, documentation or packaging, or in marketing
materials. RIM shall not have any liability to the BSP for any claims made by
third parties relating to the BSP's use of RIM's trademarks.

The use of Cantel AT&T or BellSouth trademarks is expressly forbidden until and
unless the BSP has prior written permission from Cantel AT&T or BellSouth, as
applicable.

                                      -12-
<PAGE>

Should BSP fail to comply with the provisions of this section 9.04 and/or with
RIM's Branding Guidelines as set out in Schedule E and as modified from time to
time, RIM shall notify BSP of such non-compliance and reserves the right to
immediately discontinue shipment of Products to BSP under this Agreement. Upon
receipt of such notice, BSP shall immediately and continuously act to cure such
non-compliance, such cure to be effected within a commercially reasonable
timeframe. Should BSP fail to cure such non-compliance, RIM may terminate this
Agreement for cause in accordance with section 7.03 herein. This remedy does not
preclude RIM from any other remedy which it may have in law or in equity,
including, but not limited to, injunctive relief.

9.05  Relationships between Parties. In all matters relating to this Agreement,
the BSP shall act as an independent contractor. Neither Party will represent
that it has any authority to assume or create any obligation, express or
implied, on behalf of the other Party, nor to represent the other Party as
agent, employee, franchisee, or in any other capacity.

9.06 Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the Parties and their respective successors and assigns. Neither
Party may assign or otherwise transfer any rights under this Agreement without
the prior written consent of the other party, provided that either Party may
transfer and assign any rights hereunder without such consent to Affiliates or
successors in interest of such Party.

9.07  Notice. All notices, including notices of address change, required to be
sent hereunder shall be in writing and when sent in writing shall be deemed to
have been given when delivered by courier service or mailed by first class mail
to the applicable address listed at the beginning of this Agreement. To expedite
order processing, the BSP agrees that RIM may treat documents faxed by the BSP
to RIM as original documents; nevertheless, either Party may require the other
to exchange original signed documents.

9.08  Governing Law/Jurisdiction. This Agreement is deemed to be made under and
shall be interpreted in accordance with the laws of New York, excluding any
conflict of laws provisions.

The foregoing shall not limit either Party's right to obtain injunctive relief
through a court of competent jurisdiction in accordance with its rights under
this Agreement. This Agreement shall not be governed by the United Nations
Convention of Contracts for the International Sale of Goods, the application of
which is expressly excluded.

9.09  Government Rights. The Products and Services have been developed at
private expense. Any marketing, selling, renting, leasing, licensing or
distribution of any Products or Services to any Canadian or U.S. Federal, state,
province or local government entity shall be specifically limited to the
End-User Agreement and the applicable BlackBerry Product specifications. The
BlackBerry Software is provided with RESTRICTED RIGHTS. Use, duplication or
disclosure by the U.S. Government is subject to restrictions as set forth in
DFARS 227.7202 - 227-7204 or in FAR 52.227-19, as applicable. Contractor is
Research In Motion Limited, 295 Phillip Street, Waterloo, Ontario N2L 3W8.

9.10  Severability. In the event any provision of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, the remaining
provisions of this Agreement will remain in full force and effect.

9.11  Export. The BSP agrees to comply fully with all relevant export laws and
regulations of the United States and Canada to assure that neither the Products,
nor any direct product thereof, are exported, directly or indirectly, in
violation of United States and/or Canadian law. The BSP acknowledges that
certain versions of the BlackBerry Software operate with a level of data
encryption that, as of the Effective Date, may not be exported outside of the
United States and Canada without obtaining applicable permits, if at all.
Accordingly, without limiting the generality of this Section 9.11, the BSP
agrees that it shall not export, nor encourage or induce any party, customer or
potential customer, to export such BlackBerry Product from the geographic region
comprising the United States and Canada.

                                      -13-
<PAGE>

          Confidential Materials omitted and filed separately with the
                       Securities and Exchange Commission.
                          Asterisks denote omissions.

9.12 Waiver. The waiver by either Party of any default or breach of this
Agreement shall not constitute a waiver of any other or subsequent default or
breach.

9.13 Entire Agreement. This Agreement RIM's Standard Terms and Conditions of
Sale, and any attached Schedules, addenda and/or Exhibits, constitutes the
complete agreement between the Parties and supersedes all prior or
contemporaneous agreements or representations, written or oral, concerning the
subject matter of this Agreement. This Agreement may not be modified or amended
except in writing signed by a duly-authorized representative of each Party; no
other act, document, usage or custom shall be deemed to amend or modify this
Agreement. This Agreement may be executed in any number of counterparts, each of
which shall be an original and all of which shall constitute together but one of
the same document.

9.14 Press Release. BSP may use RIM's name in advertising RIM's Products and
Services, subject to RIM's standard advertising and trademark usage policies and
guides and, in any case, only with the prior written approval of RIM, except as
may be required by law. Upon execution of this Agreement, the Parties mutually
agree to issue a press release as relates to this Agreement. The intent embodied
in the mutual press release is to define for the market the nature of the
relationship between the Parties and to describe Parties' commitment to work
together to co-market existing and future wireless portal solutions.

9.15 Conditional Obligations. Notwithstanding any other provision in this
Agreement, BSP acknowledges and agrees that this Agreement is conditioned upon
RIM obtaining any approvals as may be necessary from BellSouth Wireless Data to
enable RIM to offer to BSP the airtime services contemplated hereunder. If RIM
is unable to secure such approvals as may be required within [**] days from the
Effective Date, this Agreement may be terminated by BSP, and in any event,
notwithstanding any other provision of this Agreement, RIM shall have no
obligation to provide airtime services. If the Parties agree to proceed with the
Agreement, BSP agrees to pay an access fee of [**] per month per End-User and
shall use its own airtime arrangements with BellSouth Wireless Data if RIM is
precluded from providing to BSP airtime services.

IN WITNESS WHEREOF the Parties to this Agreement, through their duly authorized
representatives signing below, execute and agree to be bound by the terms and
conditions contained in this Agreement.

RIM                                        BSP

                                           GoAmerica Inc.
                                           -------------------------------------
                                           Name of BSP

/s/ Jim Balsillie                          /s/ Joseph A. Korb
-------------------------------------      -------------------------------------
Signature                                  Signature


Jim Balsillie                              Joseph A. Korb
-------------------------------------      -------------------------------------
Name (Typed or Printed)                    Name (Typed or Printed)


Chairman and Co-CEO                        Executive Vice President
-------------------------------------      -------------------------------------
Title                                      Title


August 17, 2000                            August 1, 2000
-------------------------------------      -------------------------------------
Date                                       Date


                                           22-346-9792
                                           -------------------------------------
                                           Tax Identification Number


                                      -14-
<PAGE>


          Confidential Materials omitted and filed separately with the
                      Securities and Exchange Commission.
                          Asterisks denote omissions.


                                   SCHEDULE A

                       PRODUCT, SERVICE AND DOCUMENTATION
Product and Product Purchase Price

BlackBerry Internet Edition Handheld

Product:  See Exhibit A-1 for the BlackBerry Handheld Specifications and Exhibit
A-2 for the BlackBerry Software Specifications.

Initial Product Purchase Price:

         857 Handheld:         $[**] per unit

         957 Handheld:         $[**] per unit

         850-4 Handheld        $[**] per unit

         950-4 Handheld        $[**] per unit

Pricing for Subsequent Orders shall be determined by RIM's then current price
for similar orders.

Service and Service Fee:

        BlackBerry Internet Edition (includes flat rate Mobitex service):
        $[**] per month per End-User

        BlackBerry Internet Edition Service Access: $[**] per month per End-User
        (applicable to 957, or in accordance with section 9.15 herein)
        For use with BSP-procured DataTac airtime service


BSP and RIM may enter into a Service Access Agreement to provide for the supply
of BlackBerry Enterprise Edition ("BBEE") to the BSP. All pricing and conditions
for BBEE shall be contained in such Service Access Agreement, and the provisions
of this Agreement shall not apply to BBEE.

Upon expiration of this Agreement or at the end of any [**] Service period
activated prior to the expiration of this Agreement, whichever occurs first,
should RIM experience an increase in wireless airtime fees from BellSouth or
Cantel AT&T, as applicable, RIM reserves the right to pass on such increase to
the BSP to any End-User whose initial [**] Service period has expired.

The Fees listed in this Agreement do not include taxes and/or fees. If RIM is
required to pay, without limitation, sales, use, property, value-added, or other
federal, state, provincial or local taxes, duties, brokerage fees and/or freight
Charges based on the Product or Services provided under this Agreement, then
such taxes, duties, brokerage fees and/or freight charges shall be billed to and
paid by the BSP. This shall not apply to taxes based on RIM's income. Any
amounts payable by the BSP hereunder which remain unpaid after the due date
shall be subject to late penalty fees equal to 1.5% per month from the due date
until such amount is paid. Product prices and Service fees do not include
associated shipping and handling fees, and also do not include any applicable
taxes, such as sales taxes or taxes on goods and services.

                                      -15-
<PAGE>


          Confidential Materials omitted and filed separately with the
                      Securities and Exchange Commission.
                          Asterisks denote omissions.


                                   SCHEDULE B

                       INITIAL ORDER AND DELIVERY SCHEDULE
Based upon an Effective Date of May 1, 2000.

BSP agrees to purchase a minimum of [**] units over a period of [**] from the
Effective Date, [**] units to be 957 Handhelds and [**] units to be 950-4
Handhelds.

The Initial Order shall be [**] units.

Delivery shall be as follows:

Within ten (10) business days after the Effective Date.

        DELIVRY SCHEDULE - Calendar Years 2000 - 2001

--------------------------------------------------------------------------------
Month                Number of 957 Handhelds    Number of 950-4 Handhelds
--------------------------------------------------------------------------------
May 2000             [**]                       [**]
June 2000            [**]                       [**]
July 2000            [**]                       [**]
August 2000          [**]                       [**]
September 2000       [**]                       [**]
October 2000         [**]                       [**]
November 2000        [**]                       [**]
December 2000        [**]                       [**]
January 2001         [**]                       [**]
February 2001        [**]                       [**]
March 2001           [**]                       [**]
April 2001           [**]                       [**]
--------------------------------------------------------------------------------
TOTAL                [**]                       [**]
--------------------------------------------------------------------------------

                                      -16-

<PAGE>


RIM CONFIDENTIAL


                                   SCHEDULE C

                       RIM'S BLACKBERRY END-USER AGREEMENT
                   RIM'S STANDARD TERMS AND CONDITIONS OF SALE
                                RIM'S RMA POLICY
                             RIM'S LIMITED WARRANTY
                  See attached Schedules C-1, C-2, C-3 and C-4.






                                      -17-
<PAGE>

                                  Schedule C-1

                          BLACKBERRY END-USER AGREEMENT

The BlackBerry End-User Agreement ("Agreement") states the terms by which
Research in Motion Limited ("RIM") will accept an offer ("Offer") by You or the
entity You represent as an authorized signatory (in either case, "You" and when
in possessive form, "Your") to rent and/or buy the quantity of BlackBerry
Handheld devices set forth above (the "Product(s)"), to purchase associated
service(s) ("Service(s)") and to license certain associated BlackBerry Software
("Software"). The Offer, as generally set forth on the Order Form (the "Order"),
when accepted by RIM under these terms, becomes the Agreement between RIM and
You (together, the "Parties" and individually a "Party"). The Offer is subject
to approval and acceptance by an authorized employee of RIM. If you do not agree
to be legally bound by these provisions, including, without limitation, the
terms stated on the Order Form, You should not sign the Order Form. If You do
not sign the Order Form, no agreement exists between You and RIM, and RIM shall
have no obligation to supply any Product(s), Service(s) and/or Software to You.






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                                RIM CONFIDENTIAL

1.  Agreement to supply Product(s) and Service(s) and to license Software.
Subject to RIM's acceptance of the Offer, Your payment of the required purchase
or initial rental price and fees, and Your commitment to pay any monthly or
other periodic fees or costs listed on the Order Form, RIM will supply You the
BlackBerry(TM) Solutions and any additional accessories or Service(s) You order.
A BlackBerry Solution may comprise any one or more of the following: the
BlackBerry Enterprise Server Software, a BlackBerry Handheld, a cradle, the
BlackBerry Desktop Software, associated accessories and documentation and a flat
rate subscription for airtime on the BellSouth Intelligent Wireless Network.SM

2.  Fees. Upon RIM's acceptance of an Order, any credit card account provided on
the Order Form will be charged the applicable initial amounts and subsequent
periodic amounts as they become due. After the initial charge on a credit card
account, You will be provided an invoice via email at the email address listed
on the Order Form prior to any subsequent charges. PLEASE NOTE THATY UNTIL THIS
AGREEMENT IS TERMINATED, YOUR ACCOUNT WILL BE CHARGED THE APPLICABLE MONTHLY
FEE(S) WHETHER OR NOT YOU RECEIVE AN INVOICE. YOUR SIGNATURE ON THE ORDER FORM
CONSTITUTES YOUR CONSENT TO PERIODIC CHARGES BY RIM TO THE CREDIT CARD NUMBER
PROVIDED BY YOU IN THE AMOUNTS SET FORTH ON THE ORDER FORM, AND YOU EXPRESSLY
AUTHORIZE RIM TO CHARGE ANY OR ALL AMOUNTS YOU OWE RIM TO THAT ACCOUNT AND TO
DEMAND IMMEDIATE PAYMENT FOR SUCH AMOUNTS FROM THE CREDIT CARD ISSUER. If no
credit card account is listed and RIM accepts Your Purchase Order, RIM will
invoice You at the email address You provide on the Order Form, and You shall
pay to RIM in full all fees and charges agreed to on the Order Form
(collectively, "the Chares"). All applicable excise, value added, utility, sales
goods and services or use taxes and any applicable surcharges, assessments or
government fees (collectively, "Taxes and Fees") shall be billed on Your
invoice. RIM reserves the right to bill Taxes and Fees separately. RIM may, in
its sole discretion, extend credit to You as a courtesy. You acknowledge and
agree that RIM has no obligation to provide credit to You, and the provision of
credit shall in no way modify the terms of this Agreement. Your signature on the
Order Form indicates Your consent to receipt of invoices via email.

3.  Payments, Credit Card, Checks. Except for Charges due and payable at the
time the Order is placed, You shall be invoiced for payment within (30) thirty
days from the date Charges are incurred. All other terms of payment shall be as
stated on RIM's invoice. If a charge to Your credit card is denied or Your check
is returned unpaid, You shall immediately give RIM an alternative method of
payment and pay a $25.00 administrative charge. If You do not provide an
alternative method of payment, RIM will cancel Your Service(s) and begin
collection proceedings.

4.  Late Payments. If RIM does not receive Your payment when due, You shall pay
interest at the rate equal to the lesser of (i) 15% per year, calculated and
payable monthly or (ii) the highest rate allowed by law, on all due and unpaid
amounts. Acceptance of late or partial payments (even if marked "Paid In Full")
shall not waive any of RIM's rights to collect all amounts due. You waive any
objection with respect to any RIM invoice, charge or fee if You fail to provide
RIM written notice of such objection prior to the payment due date. You agree
You shall pay to RIM $25.00 per BlackBerry Handheld to reconnect Service(s)
terminated under this Agreement.

5.  Title. If You rent one or more BlackBerry Handhelds, You agree that title to
all BlackBerry Handhelds and cradles that you rent shall remain with RIM. You
agree to bear all risk of loss and/or damage with respect to such BlackBerry
Handheld and/or cradle from the date of delivery of the BlackBerry Solution(s)
to You and until the date RIM receives such BlackBerry Handhelds and cradles
from You in good working order and condition and free from damage. Title (and
right of possession without legal process) to any device sold to You shall
remain with RIM until You pay all amounts due for such device.

6.  Lost or Stolen Handhelds. In the event Your BlackBerry Handheld device is
lost, stolen or otherwise absent from Your possession and control, You shall
nonetheless be liable for all Charges attributable to such device until this
Agreement is terminated in accordance with Section 15. If You are a rental
customer, You may be required to pay a lost device fee ("Device Fee") no greater
than the then current retail price for such device. If You purchase the device,
You will need to purchase a replacement device if Your Service is to continue.
This Agreement shall not terminate solely because Your device is lost, stolen or
otherwise unavailable.

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7.    Email system. Except as the Parties specifically agree in writing, You
shall be solely responsible for the selection, implementation, and performance
of any all third-party equipment, software and telecommunication equipment and
services (including, without limitation, internet email connectivity) used in
connection with the BlackBerry Solution. You represent and warrant that the
email system and computer with which You choose to operate the BlackBerry
Solution meets RIM's minimum standards for interoperability, including, without
limitation, processing speed, memory requirements, the choice of email server
and client software and the use of dedicated internet access for accessing
internet email.

8.    Use of Service.  You represent and warrant that:

(a)   You will only use the airtime component of the BlackBerry Solution for the
      sending and receipt of electronic messages and not in any manner so as to
      degrade any Service; and

(b)   You are entering into this Agreement for a business purpose and You intend
      to use, and will use, any BlackBerry Solution for substantially business
      purpose. You understand that based upon representations You have made to
      RIM and its agents, including the Wireless Solution Provider ("WSP"), You
      have been qualified for the BlackBerry Solution as a business user, and
      that the BlackBerry Solution is not, as of the date of this Agreement,
      being offered to the general public. You further acknowledge and agree
      that any statement or representation made by You was made with the intent
      that RIM and its agent (including the WSP) rely upon such statement or
      representation, including for the purpose of extending credit to You.


                                       -20-
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9.    Software. The BlackBerry Software is an integral part of the BlackBerry
Solution, and You acknowledge and agree that the Software was developed at
considerable time and expense by RIM and contains valuable intellectual
property. You agree to comply with all terms contained in the applicable
Software License Agreement provided with the Software.

10.   Services. The flat rate airtime Service is provided through an agreement
between RIM and BellSouth Wireless Data, a subsidiary of Bell South Corporation
(the "Airtime Services"). WITH RESPECT TO SUCH AIRTIME SERVICES, AS STATED IN
SECTION 17 BELOW, SUCH SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT
WARRANTY OF ANY KIND, RIM SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY THIRD
PARTY CLAIMING BY OR THROUGH YOU, FOR THE ACCURACY, TIMELINESS OR CONTINUED
AVAILABILITY OF SUCH THIRD PARTY SERVICES.

11.   Security. The BlackBerry Solution includes a commercially acceptable level
of encryption data security for communications between Your BlackBerry Handheld
and the computer system with which it operates. You assume full responsibility
for the establishment of appropriate security measures to control access to Your
BlackBerry Handheld and such computer system.

12.   Term of Agreement without a long-term airtime contract commitment. The
term shall begin upon delivery of a BlackBerry Solution to You, and unless
sooner terminated in accordance with this Agreement, shall continue for one
month ("Initial Term"). You acknowledge and agree the Initial Term and any
applicable fees shall be non-cancelable, subject to Section 14 below. Unless a
Party terminates this Agreement in accordance with Section 15, the Initial Term
shall automatically renew for successive one (1) month periods (each a "Renewal
Term") at the rates as set forth on the Order Form, up to a total of 60
consecutive Renewal Terms.

13.   Term of Agreement with a long-term airtime contract commitment. The term
of this Agreement shall commence upon delivery of a BlackBerry Solution to You,
and unless sooner terminated in accordance with this Agreement, shall continue
for the lesser of two years or such initial term as is set forth on the Order
Form ("Initial Commitment Term"). You acknowledge and agree that the Initial
Commitment Term shall be non-cancelable. Unless this Agreement terminates in
accordance with Section 15, the Initial Commitment Term shall automatically be
renewed for successive one (1) month periods (each a "Commitment Renewal Term")
at the airtime rates as set forth on the Order Form, up to a total of 60
consecutive Commitment Renewal Terms.

14.   Money Back Guarantee. If Your Order does not include a long-term airtime
commitment, You may terminate this Agreement upon notice to RIM within 30 days
from Your receipt of the BlackBerry Solution(s) associated with such Order (the
"Money Back Guarantee Period"). Upon such termination and providing you return
each applicable BlackBerry Solution (excluding Service(s)) in its original
package in good condition (the "BlackBerry Package"), You shall receive a refund
equal to the lowest amount paid by You for such BlackBerry Solution, less
shipping and handling. If You do not return all such BlackBerry Package(s), a
Device Fee per each unreturned item will be subtracted from Your refund. If You
are a rental customer and You do not return a BlackBerry Package, You agree You
will pay RIM the applicable Device Fee(s) less any refund due You within thirty
(30) days from RIM's final invoice. If returning a BlackBerry Package, You must
first obtain a return authorization number from RIM by calling 1 877 255-2377
during the Money Back Guarantee Period. You are allowed a seven-day grace period
following your receipt of such number in order to return the BlackBerry Package,
at your expense, and take advantage of this Money Back Guarantee.

15.   Events of Termination.

A.    Termination by You. You may terminate this Agreement in accordance with
Section 14 above and receive a refund as set forth below. If You were eligible
for the Money Back Guarantee, or your Initial Commitment Term has expired. You
may initiate the terminate of this Agreement by: (a) providing written notice to
RIM of Your intent to terminate this Agreement; and (b) if You are a rental
customer, returning to RIM the applicable BlackBerry Package(s) at Your expense
such that the BlackBerry Package(s) are received by RIM prior to the
commencement of the next Renewal Term or paying all applicable Device Fee(s).
The Agreement shall ten terminate upon Your payment within thirty days from the
date of RIM's final invoice to You of all outstanding Charges and taxes (if
any), any unpaid interest charges, returned check and rejected charges fees,
reconnection charges and any applicable Device Fee(s) ("Final Charges"). Any
charges for the next Renewal Term or Commitment Renewal Term ("Applicable Term")
that would commence after RIM's receipt of the returned BlackBerry Package(s)
and/or receipt of Your termination notice, shall not be assessed or appear on
any invoice unless the final invoice is not paid within thirty days from the
date of such final invoice. No Device Fee will apply to any BlackBerry
Handheld(s) and associated cradles for which RIM has received full payment.

                                      -21-
<PAGE>

B.    Termination for Convenience by RIM. RIM may terminate this Agreement for
convenience at any time. Should RIM terminate this Agreement for convenience
during Your Money Back Guarantee period, RIM shall pay to You the initial
amounts You paid to RIM for Your BlackBerry Solution less any Device Fee for any
BlackBerry Package(s) You fail to return within seven (7) days from RIM's
written notice of termination. If Your purchased BlackBerry Solution(s), and RIM
terminates this Agreement for convenience during the Initial Term, an Initial
Commencement Term, or during a Renewal Term but not more than twenty-four months
after Your purchase, RIM shall refund to You the amount You paid to RIM for the
BlackBerry Handheld(s) pro-rated over twenty-four (24) months less any Device
Fee for any BlackBerry Handheld You fail to return within seven (7) days from
RIM's written notice of termination. If (a) You are a rental customer and RIM
terminates for convenience at any time after the Money Back Guarantee period or
(b) You purchased BlackBerry Solution(s) and RIM terminates more than
twenty-four months after Your purchase, You are not entitled to any refund. In
the event of termination by RIM, You shall pay all Final Charges appearing on
the final invoice.

C.    Termination by Non-Renewal. Either Party may terminate this Agreement by
providing written notice no later than fifteen (15) days prior to the expiration
of any "Applicable Term". If RIM terminates under this provision, the notice
shall include a final invoice and such termination shall be effective as of the
date the next Applicable Term would have commenced. Without regard to the Party
terminating this Agreement, You agree that You shall pay all final invoice
charges. If any final invoice is unpaid within thirty days from its date, You
will be assessed for the next Applicable Term and each subsequent Applicable
Term that commences prior to RIM's receipt of Your payment of the final invoice
amount, any additional Applicable Term amounts and any applicable Final Charges.

D.    Remedies and Termination for Default. If You are in default of any
obligation under this Agreement RIM may, in addition to all other rights and
remedies provided by this Agreement or by law, terminate this Agreement by
providing written notice of termination. "Events of Default" shall include,
without limitation, failure to perform a term or condition contained herein
(including Your failure to pay any sums due and payable as and when required
providing a false statement or representation made for the purpose of obtaining
the Service(s) or to obtain credit from RIM, insolvency, failure to pay debts as
they come due, or if You become subject to any proceeding under the Bankruptcy
and Insolvency Act or similar laws). If RIM is prevented from providing any
portion or all of any Service by any law, regulation, requirement or ruling
issued in any form whatsoever by judicial or other governmental, or if a notice
from a government agency or department indicates either RIM or BellSouth is not
permitted to provide any portion or all of the Airtime Services, RIM may
immediately cease providing the Service(s) without any liability whatsoever to
You. Nothing herein shall be construed to require RIM to seek a waiver of any
law, rule, regulation, or restriction, or seek judicial review or appeal of any
court order. In addition, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT RIM MAY
TERMINATE THIS AGREEMENT WITHOUT NOTICE AND DEMAND RETURN OF ANY BLACKBERRY
HANDHELD THAT IS A RENTAL UNIT, OR ANY BLACKBERRY HANDHELD FOR WHICH THE TOTAL
PURCHASE PRICE HAS NOT BEEN PAID, IF YOU ARE IN DEFAULT AND/OR IF (1) You pay
late more than once in any 12 month period; (2) You or any user of Your
Blackberry Solution (or any component thereof) interfere with customer service
or business operations; (3) You use the Service(s) in a way that has a
detrimental effect upon RIM, its customers or the Product(s) and Service(s) RIM
provides; (4) You fail to use the Blackberry Solution or any of its component
parts for substantially business purposes; (5) You transmit, harassing, abusive,
libelous, illegal or deceptive messages; (6) You use any Product or Service or
Software in any manner inconsistent with the Safety Instructions found in the
Blackberry User's Guide or to commit or attempt to commit a crime or facilitate
the commission of any crime or other illegal or tortious act; (7) You use, or
attempt to use the BlackBerry Solution or any component thereof in contravention
of the terms of the Limited Warranty or the Software License Agreement, each of
which is included in the BlackBerry User's Guide, and/or You attempt to reverse
engineer the BlackBerry Handheld or decompile or disassemble the BlackBerry
Software; or (8) You cancel the credit card to which monthly or other periodic
payments are to be charged or the authorization for such payments and You fail
to provide RIM with an alternative method of payment. If under this Agreement
you are required to return a BlackBerry Handheld and its associated cradle (or a
BlackBerry Package), and You do not return such items within seven (7) days from
the date of termination of this Agreement in good working order and condition,
free from damage (physical or otherwise) and with all necessary components, You
will be invoiced for and shall be required to pay a Device Fee for each item
that You fail to so return. Without regard to the Party terminating this
Agreement, any final invoice unpaid within thirty days from its date will be
assessed monthly for Service(s) and rental (if applicable) until RIM's receipt
of Your payment of the final invoice amount, any additional monthly amounts and
any applicable Final Charges.

                                      -22-
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16.   Indemnity/Liability. You shall defend, indemnify, and hold harmless RIM,
the WSP, RIM's suppliers, successors, affiliates, agents and assigns from any
claims, damages, losses or expenses (including without limitation attorney fees
and costs) incurred by RIM, the WSP or RIM's suppliers in connection with all
claims, suits, judgements and causes of action (i) for infringement of patents
or other proprietary rights arising from combining with or using any device,
system or service in connection with the BlackBerry Solution or any portion
thereof (ii) for libel, slander, defamation or infringement of copy right or
other proprietary right with respect to material transmitted by You using the
BlackBerry Handheld or (iii) injury, death or property damage arising in
connection with the presence, use or non-use of the Service(s) or the
Product(s). No remedy herein conferred upon RIM is intended to be, nor shall it
be construed to be, exclusive of any other remedy provided herein or as allowed
by law or in equity, but all such remedies shall be cumulative. In the event of
the termination of this Agreement pursuant to Section 15, You shall pay to RIM
all attorney fees, collection fees, and related expenses, expended or incurred
by RIM in the enforcement of any right or privilege hereunder (including, but
not limited to, telephone, freight, express and postal charges, expenses of paid
investigators and reasonable compensation for time of RIM's representatives).

17.   Limited Warranty.

(a)   Service(s).  EACH OF THE SERVICES (INCLUDING AIRTIME SERVICES) IS PROVIDED
      "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND.  RIM DOES NOT
      WARRANT UNINTERRUPTED USE OR OPERATION OF ANY SERVICE, OR THAT ANY DATA
      SENT BY OR TO YOU WILL BE TRANSMITTED IN UNCORRUPTED FORM OR WITHIN A
      REASONABLE PERIOD OF TIME. ALL REPRESENTATIONS, WARRANTIES, ENDORSEMENTS
      AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT
      LIMITATION, ANY WARRANTIES OF TITLE OR NON-INFRINGEMENT AND ANY IMPLIED
      REPRESENTATIONS, WARRANTIES AND CONDITIONS OF FITNESS FOR A PURPOSE AND
      MERCHANTABLE QUALITY AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE
      OF TRADE ARE HEREBY EXCLUDED.  RIM SHALL HAVE NO LIABILITY TO YOU FOR
      PATENT OR COPYRIGHT INFRINGEMENT OR MISAPPROPRIATION OF TRADE SECRETS WITH
      RESPECT TO ANY SERVICE PROVIDED BY ANY THIRD PARTY THROUGH RIM. YOUR
      RECOURSE IN THE EVENT OF ANY SUCH CLAIM WITH RESPECT TO ANY SERVICE SHALL
      BE SOLELY AGAINST SUCH THIRD PARTY.

(b)   Product(s). The Product(s) are the subject of a limited warranty ("Limited
      Warranty") set forth in the BlackBerry User's Guide. The Limited Warranty
      is the exclusive warranty for any Product sold or rented under the terms
      of this Agreement. Your signature on the Order Form indicates that You
      have read the Limited Warranty and agree to its terms.

(c)   Software. The Software and the use thereof is governed under the terms of
      the Software License Agreement contained in the applicable BlackBerry
      User's Guide and presented for approval during the execution of the
      BlackBerry Software. The Software License Agreement sets forth the limited
      warranty with respect to the Software, which is the exclusive warranty for
      any Software licensed under the terms of this Agreement. Your signature on
      the Order Form indicates that You have read the applicable Software
      License Agreement and agree to its terms, including, without limitation,
      the warranty terms.

18.   Limitation of Liability.

(a)   Your sole remedies for loss or damage caused by partial or total
      nonperformance of the BlackBerry Solution or any component thereof, or for
      delay or nonperformance of any Product(s) and/or Service(s) or partial or
      total failure of any Service(s) under this Agreement, regardless of the
      form of action, whether in contract, tort (including negligence), strict
      liability or otherwise, shall be Your direct damages, if any, and shall
      not in any event exceed the amount paid by You under this Agreement for
      the BlackBerry Product(s) and/or Service(s) that give rise to the claim
      for the period such failure, delay or nonperformance occur. RIM SHALL HAVE
      NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR
      THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF ANY SERVICE OR
      PRODUCT OR FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE BLACKBERRY
      SOLUTION OR ANY COMPONENT THEREOF FOR MISSION-CRITICAL OR EMERGENCY
      COMMUNICATIONS.

                                      -23-
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(b)   Your sole remedy for loss or damage, whether direct or indirect, caused
      by partial or total failure, inability to use or nonperformance of the
      Software, regardless of the form of action, whether in contract, tort
      (including negligence), strict liability or otherwise, shall be as set
      forth in the Software License Agreement provided with the Software.

AS A MATERIAL PART OF THE CONSIDERATION PAID BY YOU UNDER THIS AGREEMENT, YOU
AGREE THAT IN NO EVENT SHALL RIM BE LIABLE TO YOU OR ANY PARTY CLAIMING THROUGH
YOU FOR, AND YOU HEREBY WAIVE YOUR RIGHT TO CLAIM, ANY INDIRECT, SPECIAL,
INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOST
PROFITS, BUSINESS OR REVENUES, LOSS OF THE USE OF THE BLACKBERRY HANDHELD, OR
ANY ASSOCIATED PRODUCTS, LOSS OF DATA, COST OF CAPITAL, COST OF SUBSTITUTE
GOODS, FACILITIES, SERVICES OR REPLACEMENT SERVICES, DOWNTIME COSTS OR THE
CLAIMS OF YOUR CUSTOMERS FOR SUCH DAMAGES) DIRECTLY OR INDIRECTLY RELATING TO OR
ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION, WHETHER IN
AGREEMENT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND
WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN. THE FOREGOING
DISCLAIMER SHALL APPLY IN CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO YOUR
INABILITY TO USE THE BLACKBERRY SOLUTION OR ANY PART THEREOF EITHER SEPARATELY
OR IN COMBINATION WITH ANY OTHER COMMUNICATIONS BY RIM OR THROUGH RIM BY
BELLSOUTH AND TO UNAUTHORISED ACCESS TO YOUR DATA TRANSMITTED VIA COMMUNICATION
LINKS PROVIDED BY BELLSOUTH AS PART OF THE SERVICE(S).

19.   Assignment and Delegation. RIM may assign this Agreement without notice to
You. You shall not assign this Agreement. RIM may perform all obligations to be
performed under this Agreement directly or may have some or all obligations
performed by its contractor or subcontractors, and/or in the case of Airtime
Services, by BellSouth or its subsidiaries or affiliates.

20.   Notices. Except as otherwise provided in this Agreement, all notices or
other communications hereunder shall be deemed to have been duly given when made
in writing and delivered in person or deposited in the United States mail,
postage prepaid, certified mail, return receipt requested, and addressed to You
as shown on the Order Form, and addressed to Research In Motion Limited, 295
Phillip Street, Waterloo, Ontario, Canada, N2L 3W8, with a copy (which shall not
constitute notice) to RIM's Counsel for U.S. Legal Matters at the same address.

21.   Force Majeure. Notwithstanding any other provision of this Agreement,
neither Party shall be deemed in default of this Agreement for failure to
fulfill its obligations when due to causes beyond its reasonable control. This
provision shall not be construed as excusing nonperformance of any obligation by
either Party to make payment to the other Party under this Agreement.

22.   General.

(a)   No Third Party Beneficiaries. Except as otherwise specifically stated in
      this Agreement, the provisions herein are for the benefit of the Parties
      and not for any other person or entity.

(b)   Precedence Over Purchase Order Terms and Conditions. Any additional or
      different terms of Your purchase order, whether or not such terms
      materially alter this Agreement, shall be deemed objected to by RIM and
      of no force and effect unless the Parties expressly amend this Agreement.
      Execution of a purchase order shall not operate as an amendment to this
      Agreement. Whenever printed, typed, stamped or written provisions of Your
      purchase order conflict with this Agreement, this Agreement shall control.

(c)   Waivers of Default. Waiver by either Party of any default by the other
      Party shall not be deemed a continuing waiver of such default or a
      waiver of any other default.

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(d)      Survival. The terms, conditions and warranties contained in this
         Agreement that by their sense and context are intended to survive the
         performance hereof by either or both Parties shall so survive the
         completion of performance, cancellation or termination of this
         Agreement.

(e)      Governing Law. The Agreement shall be construed in the United States in
         accordance with the laws of the State of Texas applicable to Agreements
         executed and wholly performed within that State without giving effect
         to any body of law governing conflicts of laws. This Agreement shall
         not be governed by the United Nations Convention of Contracts for the
         International Sale of Goods, the application of which is expressly
         excluded.

(f)      Severability. If a provision of this Agreement shall be invalid or
         unenforceable, such invalidity or unenforceability shall not invalidate
         or render unenforceable the entire Agreement, but rather (unless a
         failure of consideration would result therefrom) the entire Agreement
         shall be construed as if not containing the particular invalid or
         unenforceable provision or provisions, and the rights and obligations
         of each Party shall be construed and enforced accordingly.



                                      -25-
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                                  SCHEDULE C-2

                      STANDARD TERMS AND CONDITIONS OF SALE

Research In Motion Limited ("RIM") and the buyer named below ("Buyer") (each a
"Party"; collectively, the "Parties") enact these Standard Terms and Conditions
of Sale ("Agreement") in advance of establishing more particular commercial
relations and transactions, through Schedules or purchase orders accepted by RIM
that incorporate this Agreement. References herein to "Agreement" include this,
the Standard Terms and Conditions of Sale, and any such Schedules or purchase
orders, and any attachments, exhibits or documents referenced in or by such
Schedules or purchase orders.

1.    DEFINITIONS.

"Schedule": a legal instrument executed by the Parties that incorporates by
reference this Agreement or another Schedule, but forms a distinct contract
establishing additional terms and conditions applicable to a particular
commercial relation or transaction between the Parties.

"Software": all data processing software and firmware of any kind (whether
embedded in ROMs or other hardware or contained on diskettes or other media) and
all manuals and documentation software, including any applicable documentation
that RIM owns or has a right to license to Buyer in furtherance of this
Agreement and any Schedules.

"Software License": RIM's standard software license agreement provided to
end-users of the Software that grants certain rights to the end-users, and if
Software is to be provided in conjunction with the Product, a copy of the
Software License is included herewith or included in the packaging for the
Product.

"Product": hardware developed by RIM and provided in furtherance of this
Agreement and any Schedules.

"Confidential Information": materials or information disclosed by a Party to the
other marked as confidential or proprietary, or, if disclosed verbally, is
identified as such, and then reduced to writing, marked confidential, and
delivered to the receiving Party within 30 days after disclosure; provided, a
Party's Confidential Information includes (a) any test results relating to its
own software or products, and (b) its own software's source code, with or
without the foregoing formalities.

2.    SCOPE. This Agreement shall apply to all quotations and offers made by and
purchase orders accepted by RIM unless expressly modified by RIM and the Buyer
in a written agreement signed by RIM and the Buyer and making specific reference
to this clause. IN THE EVENT BUYER'S PURCHASE ORDER (OR OTHER COMMUNICATIONS OF
ANY KIND) CONTAIN ANY ADDITIONAL TERMS OR CONFLICT WITH ANY TERMS AND CONDITIONS
CONTAINED HEREIN, THIS AGREEMENT SHALL GOVERN AND ACCEPTANCE OF BUYER'S ORDER IS
EXPRESSLY CONDITIONED UPON BUYER'S ACCEPTANCE OF THE TERMS AND CONDITIONS
HEREIN. In the absence of an express acceptance of these terms, Buyer shall be
deemed to have agreed hereto by acceptance of the Products and/or Software, or
payment for the Products and/or any fees or royalties for the licensing of the
Software. RIM's failure to object to provisions contained in any communication
from Buyer shall not be deemed a waiver of the provisions herein. No
modifications of these terms and conditions is authorized and no modification
shall be binding on RIM, unless in writing and signed by an authorized officer
of RIM. No contract for the sale of goods shall exist between RIM and Buyer
until Buyer's purchase order or other offer shall have been approved and
accepted by RIM in Waterloo, Ontario, Canada.

3.    TERM AND TERMINATION. This Agreement is effective for an initial term of
one (1) year from the Effective Date hereof, unless terminated earlier pursuant
to this Section 3. It will renew automatically for successive one (1) year
renewal terms. RIM may, by written notice to Buyer, cancel this Agreement for
cause. Cause for termination shall be: (i) Buyer's failure to perform any
provision of this Agreement; or (ii) commencement by Buyer of proceedings (or
against Buyer of proceedings not dismissed within thirty (30) days) seeking
relief, reorganization, arrangement, or protection under any bankruptcy or
insolvency laws, any assignment by Buyer made for the benefit of Buyer's
creditors or with respect to any substantial portion of its assets, any
liquidation, dissolution or winding up of Buyer's business, Buyer takes any
corporate action seeking to effect any of the foregoing, or Buyer admits, in
writing, its inability to pay its debt as they become due.

                                      -26-
<PAGE>

4.    ACCEPTANCE.  Buyer agrees to inspect the Products and/or Software promptly
upon receipt and to notify RIM immediately of any nonconformity. Failure of
Buyer to notify RIM of any nonconformity of the Products and/or Software within
five (5) business days of receipt thereof shall be deemed to constitute
acceptance thereof.

5.    PAYMENT. Buyer shall pay RIM's invoice in full in United States dollars
within thirty (30) calendar days of the invoice date. No discounts are
authorized. Buyer agrees to pay (i) all shipping costs including, without
limitation, insurance, brokerage, duties, freight and (ii) taxes or levies of
any kind resulting from this Agreement (other than taxes on the net income of
RIM). If in RIM's judgement the Buyer's financial condition at any time does not
justify continuing production or delivery on the above payments terms, RIM may
require full or partial payment in advance. In the event RIM is required to
bring legal action to enforce this Agreement, Buyer agrees to pay all legal fees
and costs associated with such legal action.

6.    CONFIDENTIALITY. Each Party will use precautions, to prevent unauthorized
disclosure or use of the other Party's Confidential Information, that are
consistent with those it uses with its own information of similar nature, but in
no event less than commercially reasonable precautions. The foregoing
obligations do not apply to materials and information to the extent they are in
the public domain through no wrongful act or omission of, or are independently
developed by, the receiving Party, or to the extent disclosure thereof is
required at law; in the event disclosure is required by operation of law, the
disclosing party shall give notice to the other Party adequate to permit its
legal intervention.

7.    LIMITED PRODUCT WARRANTY. RIM warrants to the Buyer that the Products
shall substantially conform to RIM's specifications for a period of one (1) YEAR
from the date of original purchase (the "Warranty Period"). As RIM's sole
obligation and Buyer's exclusive remedy for any breach of warranty, RIM agrees,
at its sole option, to (i) use reasonable efforts to repair the Product with new
or refurbished replacement parts; (ii) replace the Product with a new or
refurbished unit, or (iii) refund the purchase price, provided Buyer returns the
defective Product to RIM with proof of purchase and RIM's authorization.

RIM's warranty hereunder does not apply in case of any damage caused by
accident, abuse, misuse, misapplication, or alteration of any kind (including
upgrades and expansions) performed by anyone other than RIM. The Products are
not designed or licensed for use in mission-critical application or in hazardous
environments requiring fail-safe controls, including without limitation
operation of nuclear facilities, aircraft navigation or communication systems,
air traffic control, and life support or weapons systems. Without limiting the
generality of the foregoing, RIM specifically disclaims any express or implied
warranty or condition of fitness for such purposes. RIM's warranty does not in
any event apply to physical damage to the surface of the Product or to the
surface of any Product display, or to any data stored in the Product. In case of
return for repair or replacement, RIM shall have no obligation with respect to
any data stored in the Product. Except as provided in RIM's Software License,
RIM's warranty does not apply to RIM Software. EXCEPT AS EXPRESSLY PROVIDED IN
THIS SECTION 7, RIM MAKES NO WARRANTIES NOR INCLUDES ANY CONDITIONS WITH RESPECT
TO THE PRODUCTS, EXPRESS OR IMPLIED, INLCUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NONINFRINGEMENT.

8.    LIABILITY. IN NO EVENT SHALL RIM BE LIABLE TO BUYER FOR, AND BUYER HEREBY
WAIVES ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING
LOST PROFITS) DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES WERE
FORESEEN OR THEIR LIKELIHOOD DISCLOSED, RIM SHALL NOT BE LIABLE TO BUYER OR ANY
THIRD PARTY CLAIMING THROUGH BUYER, FOR ANY DAMAGES OF ANY KIND IN EXCESS OF THE
AMOUNTS PAID BY BUYER UNDER THE TERMS OF THIS AGREEMENT WITH RESPECT TO THE
PRODUCTS GIVING RISE TO SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF OR LIMITATION ON IMPLIED CONDITIONS, WARRANTIES, OR DAMAGES, SO
SOME OR ALL OF THE FOREGOING MAY NOT APPLY TO YOU. The foregoing limitation
precluding recovery of lost profits shall not be construed so as to preclude RIM
from recovering its contract price in any action or cause on or under this
Agreement.

                                      -27-
<PAGE>

9.    INTELLECTUAL PROPERTY RIGHTS. Software is proprietary to RIM or its
suppliers and is subject to copyright and other intellectual property laws.
Buyer's only rights with respect to any RIM Software included with the Products
shall be as provided under the terms of RIM's Software License. Title to all RIM
Software remains with RIM. Buyer agrees that RIM retains ownership of all right,
title and interest in all intellectual property, works of authorship, trade
secrets and the like in all aspects of the Products. Buyer and its affiliates
and sub-contractors agree not to reverse engineer any aspect of the Software
and/or Products supplied under this Agreement and further agree to pay assessed
damages should such action take place.

10.   MISCELLANEOUS PROVISIONS.

10.1  No Assignment. Neither Party may assign this Agreement without the other
Party's prior written consent, which consent will not be unreasonably withheld;
provided, consent to any assignment which would not materially affect the rights
and obligations of either Party, including without limitation the ability to
perform hereunder, will not be withheld. RIM may assign this Agreement without
consent to any purchaser of a majority of RIM's outstanding shares or to any
purchaser of substantially all of the assets of RIM that relate to this
transaction.

10.2  Notices. Notice hereunder will be in writing, to the attention of both the
Chief Executive Officer and the legal department of the recipient at its address
below or such other address as the recipient may have properly noticed, and is
effective upon delivery to the recipient by express courier or certified mail.

10.3  Governance. This Agreement is governed by, and construed, interpreted and
enforced in accordance with the internal substantive laws of Texas if the Buyer
is in the U.S. or otherwise in accordance with the internal substantive laws of
the Province of Ontario. In so construing, interpreting and enforcing this
Agreement, choice of law principles shall not apply. The United Nations
Convention on Contracts for the International Sale of Goods is inapplicable, and
the Parties express disclaim its applicability. The prevailing Party in any
action hereupon will be entitled to recover, in addition to any other award,
reasonable related costs, expenses, and legal costs and fees (which legal costs
and fees, if an action is brought in Canada, shall be on a solicitor/client
basis). Buyer acknowledges and agrees that any Software under this Agreement was
developed at private expense. If acquired under an agreement with the U.S.
Government or any contractor thereto, it is acquired as "commercial computer
software" subject to the provisions hereof, as specified in 48 CFR 12.212 of the
FAR and its successors, or if acquired for Department of Defense units, as
specified in 48 CFR 227-7202-2 of the DoD FAR Supplement and its successors.

10.4  Injunctive Relief. The Parties agree a material breach of the Agreement
may cause irreparable harm to either Party, for which a remedy at law may be
inadequate. Accordingly, in addition to any remedies at law, either Party may
seek injunctive relief without posting any security.

10.5  Independent Contractors. Nothing in this Agreement will be deemed to
create a joint venture, partnership, or agency relationship between the Parties
or empower one Party to assume or create any obligation on behalf of the other.

10.6  Export. Buyer hereby assures it will not export or re-export the Software
in violation of any applicable laws, regulations, or governmental orders,
including Canadian or U.S. versions of the same as applicable.

10.7  Force Majeure. Neither party is liable for failure or delay in performance
hereunder which is proximately caused by strikes, shortages, failure of
suppliers, riots, insurrection, fires, floods, storms, earthquakes, acts of God,
war, governmental action, labor conditions, or other cause beyond its reasonable
control. The failure to make any payment required under this Agreement shall
never be excused under this force majeure provision.

10.8  Credit Information. As a courtesy to Buyer, RIM may, in its sole
discretion, extend credit to Buyer subject to receipt of financial information
as may be requested by RIM. Buyer acknowledges and agrees that RIM has no
obligation to provide credit to Buyer, and the provision of credit shall in no
way modify the terms of this Agreement.

                                      -27-
<PAGE>

10.9 Entire Agreement. This Agreement is the entire agreement of the Parties on
the subjects hereof. Any portion hereof deemed or becoming unenforceable or
illegal is eliminated, the balance hereof remaining effective. No waiver of
breach or excuse of performance hereof is effective unless upon notice; however,
neither will constitute any further waiver or excuse.

10.10 Survival. The provisions of this Agreement that under a commercially
reasonable interpretation reveals that the Parties likely would have such
provisions survive termination or expiration of this Agreement shall survive to
the extent necessary to fulfill the purpose of such provision.



                                      -28-
<PAGE>

                                  Schedule C-3

                           Research in Motion Limited
                              Return & Repair Guide
                              Depot Repair Process
                             Policies and Procedures

Returning Goods for Repair

In order to return any goods for repair, the customer is required to contact
Research In Motion Limited ("RIM") and request a Return Material Authorization
("RMA") form and number. RIM may be contacted via phone or email as follows:

                          Phone: (519) 888-7465 x 3371
                              Email: repair@rim.net

Accompanying the request for a RMA form, the customer must provide to RIM the
customer name, phone number, fax number, the ship to address, the bill to
address, the quantity of goods being returned, the model number, the serial
number (MSN/,ESN or MAN/LLI number) and a description of the problem. Except for
the 850 or 950, and 962 units, the serial number is located on the label on the
outside of the unit. In order to view the serial number for the 850,950, and 962
units, the customer will need to open the battery compartment and remove the
battery. RIM will complete the RMA form based on the information provided by the
customer. RIM will assign an RMA number and fax the RMA form to the customer. If
the custom does not have a fax number, RIM will mail the form to the customer.
The customer should review the completed RMA form and make any corrections or
additions as may be necessary. RIM cannot guarantee that any personal data on
your product will not be lost.

The goods should be picked carefully and in a manner suitable to prevent any
physical and/or electrostatic damages. In order to prevent any electrostatic
damage, RIM recommends returned goods are packed in the original packaging.
Unless requested to do so by RIM, the customer should return only the item
needing repair and should not return any cables, batteries, adapters, etc. A
copy of the RMA form should be included within the return package. If more than
one package is being returned, at least one RMA form will need to be included.
RIM highly recommends that with multiple return packages, a copy of the RMA form
is included with each package. The assigned RMA number should be clearly marked
on each return package. If the goods are being returned from outside of Canada
and in order to ensure any duties or taxes are not charged on Canadian goods
being returned to Canada, three (3) copies of the RMA form should also be
attached to the outside of the package(s). Return packages must be shipped
prepaid. The RMA form will be Used by the customer as the commercial invoice.

Goods for repairs must be shipped prepaid to

                               Research In Motion
                              131 Shoemaker Street
                       Kitchener, Ontario, Canada N2E 3B5

Goods Under Warranty

Subject to RIM's standard warranty limitations, goods returned during the
warranty period will be repaired, refurbished, or exchanged at no charge to the
customer and following repair shipped, at RIM's expense, back to the customer.
The goods returned to the customer will be warranted for the balance of the
warranty period or ninety (90) days from the shipment date, whichever is longer.

Refurbish shall mean the repair of goods, functionally and cosmetically, such
that the goods shall be considered "like new". Refurbishment is specifically
limited to RIM `s standard warranty limitations and specifically excludes any
damage of goods not caused directly or indirectly by a warranty defect under
RIM`s standard warranty.

                                      -29-
<PAGE>

If RIM determines that the goods returned have been damaged due to misuse,
misapplication, immersion, contamination, fire, flood, lightning, or other
similar actions, the goods will not be covered by any warranty and the policy
for repair and/or refurbishment shall be as indicated under "Goods Not Under
Warranty" below.

If RIM determines that the goods returned have been damaged due to the use of
third party software used either internally or externally to the goods or that
modifications were made to the operation or physical appearance of the goods,
including without limitation any third party software and/or hardware add-ons
not designed or intended for use with the goods by RIM, the warranty is void and
the goods will not be covered by any warranty. The policy for repair and/or
refurbishment of such goods shall be as indicated under "Goods Not Under
Warranty" below.

Goods Not Under Warranty

Goods returned following expiration of any warranty period or for damage outside
of the limited warranty of such goods, including but not limited to misuse,
misapplication, immersion, contamination, fire, flood, lightning, etc. as
determined by RIM, will be evaluated by RIM to determine the cause of failure
and if repair to RIM `s quality standards is possible. If repair is possible,
RIM will repair the goods and invoice the customer based on the current
published pricing. The customer may choose to a) have the goods repaired; b)
decline to have the goods repaired and request the goods be returned; or c)
decline to have the goods repaired or returned.

Should the customer choose to have the goods repaired and/or refurbished, the
customer will be required to provide a purchase order to RIM for such repair.
Upon receipt of the purchase order, RIM will repair, refurbish the goods and
return the goods, at the customer `s expense, to the customer. Goods returned no
longer under warranty will be granted a ninety (90) day warranty from the date
of the return shipment by RIM to the customer in accordance with RIM's standard
limited warranty for such goods.

Should the customer decline the goods be repaired and/or refurbished and request
the goods be returned, RIM will return the goods to the customer marked "NOT
REPAIRED" and ship the goods "freight collect" to the customer. In addition, the
customer will be invoiced RIM `s then current diagnostic/inspection fee.

Should the customer decline the goods be repaired and/or refurbished and does
not want the goods returned, the customer will be required to provide to RIM a
written request to scrap the goods and the goods will be scrapped.

RIM's warranty specifically excludes any warranty obligations relative to third
party hardware and/or software not provided by RIM

Non Repairable Devices

Should RIM determine the goods cannot be repaired and/or refurbished to RIM `s
quality standards, RIM shall notify the customer and the goods will either be
returned to the customer of scrapped as indicated above.

Advance Exchange

Upon receipt of the failed goods, RIM will determine the warranty status of the
device. Should RIM determine the device to be non warranty as outlined in the
"Goods Not Under Warranty" section above, the customer will be automatically
invoiced the applicable repair charge or charges as listed in the then current
published price list. If RIM determines the device to be non-repairable the full
list price of the replacement device shall be invoiced.

Inspection/Analysis

Should it be determined by RIM that the returned goods are functioning correctly
and there is "no failure", RIM will notify the customer, return the goods to the
customer "freight collect" and invoice the customer for the inspection and
evaluation of the goods subject to RIM's then current inspection fee, whether or
not the goods are under warranty.

                                      -30-
<PAGE>

Goods returned for analysis or inspection, are subject to the appropriate
charges in RIM `s then current published price list, whether or not the goods
are under warranty. RIM will return the goods to the customer "freight collect."

SKU Labels

Goods returned for repair and/or refurbishment will have new SKU labels (device
mounted SKU and secondary SKU labels) replaced if the original labels were
damaged as a result of warranty failure.

Pricing

Repair of goods are subject to the fees as indicated in the applicable attached
pricing sheet. All prices and/or fees are in U.S. dollars and do not include any
taxes, duties, etc. as may be applicable.

Shipping

Goods returned to the customer covered by a warranty will be shipped at RIM `s
expense using RIM's standard shipping methods and couriers. Goods returned to
the customer not covered by warranty will be shipped at the customer's expense
"freight collect".

The following couriers are RIM `s current couriers:

Canada:           Purolator
All Others:       Fed Ex Air

The customer may request alternative shipping methods or couriers at the
customer's expense. RIM reserves the right to change couriers at any time

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
Item                        Inspection Fee/      Cosmetic Refurb or     LCD        Full Refurb*
                            Functional Test*     Internal Battery       Replace
                                                 Replace*                          (Unless deemed
                                                                                   uneconomical to
                                                 (LCD not included)                repair by RIM)
---------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>                 <C>          <C>
850/950-2/950-4 Handheld      $  17.00              $   35.00           $  65.00     $  100.00
857/957 Handheld              $  17.00              $   35.00           $  85.00     $  120.00
</TABLE>


*All levels of repair include software upgrade and full RF test


                                      -31-
<PAGE>

                                  Schedule C-4

                                Limited Warranty

Research In Motion Limited ("RIM"), the manufacturer and provider of the
BlackBerry(TM) Solution, comprising the BlackBerry Handheld, which together with
the BlackBerry Cradle and Holster comprise the BlackBerry Hardware, the
BlackBerry Desktop Software and the associated wireless data service and
documentation, warrants to YOU, the end-user ("YOU") that the BlackBerry
Hardware will be free from defects in workmanship and materials for a period
that is the shorter of (i) one (1) year from the date that the BlackBerry
Hardware was first purchased by YOU as an original end-user and (ii) the period
ending upon your breach of the End-User's Agreement entered into when YOU
ordered the BlackBerry Solution (the "Purchase Warranty Period"). If YOU obtain
the BlackBerry Hardware through a rental or lease program, or any other
non-purchase program, the warranty period (the "Rental Warranty Period") shall
be for as long as YOU continue to pay any required rental or lease fees. In no
event, however, shall the Rental Warranty Period exceed three (3) years.
Continued repair or replacement after the expiration of a Rental Warranty Period
shall be at the sole discretion of RIM, and the continuance of a program of
repair and replacement after the expiration of the Rental Warranty Period shall
net constitute a waiver of RIM's right to terminate this Limited Warranty or to
declare that the Limited Warranty is no longer in effect. The Purchase Warranty
Period and the Rental Warranty Period shall be hereinafter referred to as the
"Applicable Warranty Period" meaning one or the other of the Purchase Warranty
Period or the Rental Warranty Period, as the context may require. This Limited
Warranty is not transferable. During the Applicable Warranty Period, the
BlackBerry Hardware, or one or more of the BlackBerry Hardware components, will
be repaired or replaced at RIM's option, without charge for either parts or
labour. If the BlackBerry Hardware (or component thereof) is repaired or
replaced during the Applicable Warranty Period, the Applicable Warranty Period
will expire, if a Purchase Warranty Period, upon the later of the 91st day after
repair or replacement or one year from the date of original purchase. If the
Applicable Warranty Period is a Rental Warranty Period, the Applicable Warranty
Period will expire upon the earlier of YOU failing to pay any applicable charge
or fee or three (3) years from the date the BlackBerry Hardware was first put
into service. Please consult your Blackberry Handheld User's Guide for
instructions on how to obtain customer support for your BlackBerry Hardware.

This Limited Warranty does not apply to normal wear and tear, and does not cover
repair or replacement of any BlackBerry Hardware damaged by misuse, accident,
abuse, neglect, misapplication, or defects due to repairs or modifications made
by anyone other than RIM or its authorized service representative. This Limited
Warranty does not cover physical damage to the surface of the BlackBerry
Hardware, including cracks or scratches on the LCD screen. This Limited Warranty
does not apply to any equipment other than the BlackBerry Hardware as defined in
this Limited Warranty, i.e., it does not apply to any alkaline battery provided
with your purchase, rental, lease or other means of acquiring the BlackBerry
Solution, or any damage caused by the leakage or any other malfunction of an
alkaline battery or any other accessory or peripheral equipment. This Limited
Warranty also does not apply if the malfunction results from the use of the
BlackBerry Hardware in conjunction with accessories, products, services or
ancillary or peripheral equipment not approved or provided by RIM, and where it
is determined by RIM that such malfunction is not the fault of the BlackBerry
Hardware itself. Additionally, if malfunction results from the failure of the
user to abide by the Safety Information contained in the package with the
BlackBerry Solution, the Limited Warranty may be void, and if it is not void, it
shall not apply. Data backup is presumed to be the responsibility of the user of
the BlackBerry Hardware. Neither your Wireless Solution Provider nor RIM is
responsible for data that may be damaged or lost at any time, including, without
limitation data lost or damaged during the servicing of the BlackBerry Hardware,
or through the use of synchronization software. In as much as the wireless data
service provided as part of the BlackBerry Solution is provided via RIM from a
third party provider, we cannot guarantee or warrant that the wireless data
service will always be available or will always function properly. For this and
other reasons, the BlackBerry Solution should not be relied upon for the
transmission of data relating to emergency or life-threatening or mission
critical situations, and RIM disclaiming any liability on its behalf and on
behalf of its Wireless Solution Providers for events or damages resulting from
such reliance or the failure of the wireless data service to perform or to be
available for your use of the BlackBerry Solution, including, without
limitation, the lack of service coverage in the area, in which YOU wish to use
the BlackBerry Solution. To the extent the third party providing the wireless
data service provides any warranties or guarantees that may be passed on to YOU,
such warranties and/or guarantees are automatically passed on to YOU without any
effort on your part or on the part of RIM.

                                      -32-
<PAGE>

REPAIR OR REPLACEMENT OF THE PRODUCT IS THE EXCLUSIVE REMEDY PROVIDED TO YOU.
UNDER THE LAWS OF THE STATE OF TEXAS, AND THE LAWS OF THE SEVERAL STATES OF THE
UNITED STATES, THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDINO ANY IMPUED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR
A PARTICULAR USE OR PURPOSE AND/OR ANY IMPLIED WARRANTY OF NON-INFRINGEMENT.
UNDER THE LAW OF CANADA, THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER
WARRANTIES OR CONDITIONS, EXPESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OR
CONDITION OR MERCRANTABILITY AND/OR QUALITY OR FITNESS FOR ANY PARTICULAR
PURPOSE. NEITHER RIM NOR ANY RIM WIRELESS SOLUTION PROVIDER SHALL IN ANY WAY BE
LIABLE TO YOU FOR ANY DAMAGES YOU SUFFER OR INCUR (INCLUDING, BUT NOT LIMITED
TO, GENERAL, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING DAMAGES FOR
LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION
AND THE LIKE AND PERSONAL INJURY OR WPLONGFUL DEATH DAMAGES) ARISING FROM OR IN
CONNECTION WITH THE USE OR PERFORMANCE OF THE BLACKBERRY HARDWARE, EVEN IF RIM
OR A RIM WIRELESS SOLUTION PROVIDER ARE AWARE Of THE POSSIBILITY OF SUCH
DAMAGES. THIS LIMITATION IS INTENDED TO APPLY AND DOES APPLY WITHOUT REGARD TO
WHETHER SUCH DAMAGES ARE CLAIMED, ASSERTED OR BROUGHT IN AN ACTION OR CLAIM
SOUNDING IN TORT OR CONTRACT, OR ON THE WARRANTY, OR UNDER ANY OTHER LAW OR FORM
OF ACTION. THE ALKALINE BATTERIES PROVIDED WITH THE BLACKBERRY HARDWARE ARE
PROVIDED AS IS, AND ARE NOT, FOR PURPOSES OF THIS WARRANTY, PART OF THE
BLACKBERRY HARDWARE. YOU ASSUME THE RISK OF USING ANY ACCESSORY NOT PROVIDED AS
PART OF THE BLACKBERRY SOLUTION. IN NO EVENT SHALL RIMS LIABILITY TO YOU EXCEED
THE PURCHASE PRICE OF THE BLACKBERRY HARDWARE YOU PURCHASED, THE CUMULATIVE SUM
OF THE MONTHLY RENTAL FEES FOR ONE (1) YEAR, OR THE COST OF REPAIRING OR
REPLACING THE BLACKBERRY HARDWARE, WHICHEVER IS GREATER. THE LIMITED WARRANTY
WITH RESPECT TO THE BLACKBERRY DESKTOP SOFTWARE, TO ALL DOCUMENTATION AND TO ANY
FIRMWARE RESIDING ON THE BLACKBERRY HARDWARE IS SET FORTH SEPARATELY IN THE
SOFTWARE LICENSE AGREEMENT FOUND IN THE BLACKBERRY HANDHELD USER'S GUIDE.

This limited warranty gives YOU specific legal rights, and YOU may also have
other rights that vary from state to state. Some states may not allow the
exclusion of limitation of incidental or consequential damages, may not allow
limitations on how long an implied warranty or condition lasts, or allow
provisions that permit the warranty to be voided. Thus, the above limitations or
exclusions may not apply to YOU.

This Limited Warranty is to be construed in Canada under the laws of the
Province of Ontario and in the United States under the laws of the State of
Texas, except for any body of law governing conflicts of law.

                                      -33-
<PAGE>

RIM CONFIDENTIAL


                                   SCHEDULE D

                         CO-OP MARKETING AND DEVELOPMENT
                    See attached Schedules D-1, D-2 and D-3.






                                      -34-
<PAGE>

                                                           Joint Marketing Funds
                                                             Guidelines for 2000


          Confidential Materials omitted and filed separately with the
                      Securities and Exchange Commission.
                          Asterisks denote omissions.

                                  Schedule D-1

                             BlackBerry Co-Op Funds

The objective of the BlackBerry Co-Op Program is to incent and reward BlackBerry
Wireless Solution Providers ("WSPs") by providing funds to those eligible WSPs,
by way of a reimbursement, to use for the purpose of subsidizing advertising,
direct mail campaigns and production or purchase of sales collateral ("Marketing
Initiatives") directed at the acquisition of new BlackBerry users. The extent of
the funds ("Co-Op Funds") provided by Research In Motion Limited ("RIM") to an
individual WSP is contingent upon the number of new BlackBerry users such WSP
acquired during the 1999 calendar year.


                            ELIGIBILITY REQUIREMENTS

o    Eligibility: To be eligible for Co-Op Reimbursement, the WSP must sell a
     minimum of [**] BlackBerry Handhelds(TM) ("Handhelds") in the preceding
     twelve (12) month period. To ensure all WSPs have an opportunity to
     participate, sales of BlackBerry Handhelds are considered on a rolling
     12-month basis, with the eligibility of a WSP being determined on a
     quarterly basis in the months of January, April, July and October. To
     maintain its eligibility to participate in the Co-Op program, a WSP must
     sell a minimum of [**] BlackBerry Handhelds in each preceding twelve (12)
     month period.

o    Co-Op Fund Calculation: Eligible WSPs are deemed to have accrued $[**] for
     each Handheld they sold during the previous twelve (12) month period, net
     of those Handhelds subsequently returned to RIM. Co-Op Funds deemed to have
     accrued to a WSP may be applied to one or more Marketing Initiatives.

o    Reimbursement: Eligible WSPs will be reimbursed by RIM, up to the amount
     accrued by the WSP pursuant to the Co-Op Fund calculation above, upon WSP:
     (i) providing RIM with satisfactory documentation that the Marketing
     Initiative undertaken by the WSP complied with RIM's Marketing Initiative
     guidelines set forth below; and (ii) providing RIM with satisfactory
     documentation of the cost incurred by the WSP for such Marketing
     Initiative.

o    Reimbursement Period/Forfeiture of Funds: In order to qualify for
     reimbursement, Marketing Initiatives must be completed on or before
     December 31, 2000. Co-Op Funds deemed to have accrued to a WSP in
     accordance with the Co-Op Fund calculation above but which are not applied
     to a Marketing Initiative undertaken during the 2000 calendar year will be
     automatically forfeited without notice to the WSP.

o    BlackBerry Logo Usage: WSP must adhere to the provisions contained in the
     "BlackBerry Branding Guide" with respect to the BlackBerry logo when using
     the Co-Op Funds in a Marketing Initiative.


                         MARKETING INITIATIVE GUIDELINES

o    Approved-Activities: Co-Op Funds may be used for any one or more of the
     following activities: print advertising, direct mailings and production or
     purchase of sales collateral, provided such activities adhere to the
     guidelines set forth below:

Print Advertising:

All print ads must (i) use the BlackBerry logo, which logo must be at least
[**]% of the size of the WSP's logo; and (ii) contain a photo of the BlackBerry
Handheld and have it clearly identified in writing as such.

Direct Mail:

                                      -35-
<PAGE>


          Confidential Materials omitted and filed separately with the
                      Securities and Exchange Commission.
                          Asterisks denote omissions.


Direct mail pieces must (i) use the BlackBerry logo, which logo must be at least
[**]% of the size of the WSP's logo; and (ii) contain a photo of the BlackBerry
Handheld and have it clearly identified as such.

Sales Collateral:

All sales collateral must use the BlackBerry logo, which logo must be at least
[**]% of the size of the WSP's logo.


                     APPLYING FOR REIMBURSEMENT/CO-OP FUNDS

o    Documentation Required:  In order to get reimbursed for a Marketing
     Initiative, WSPs must submit the following to RIM upon completion of the
     Marketing Initiative:

         (i)      Completed Joint Marketing Funds Reimbursement Form

         (ii)     Proof of Marketing Initiative which shall include:

                  a.   copy of the ad or direct mail piece;
                  b.   copies of all Invoices; and
                  c.   copies of the rate cards for publications involved or
                       data cards for mailing list used

o    Deadline for Reimbursement Requests: The completed Joint Marketing Funds
     Reimbursement Form and Proof of Performance must be remitted to RIM no
     later than [**] days after the conclusion of the Marketing Initiative.

o        Delivery of Requests:  Reimbursement requests must be sent to:

             BlackBerry Wireless Solution Provider Channel Marketing
                                 295 Phillip St
                                Waterloo, Ontario
                                     Canada
                                     N2L 3W8

o    Approval of Reimbursement Requests: To be eligible for reimbursement, all
     Marketing Initiatives must follow the BlackBerry branding guidelines
     stipulated in the "BlackBerry Branding Guide" in addition to the Marketing
     Initiative Guidelines set out above.

o    Payment: For approved reimbursement requests, RIM will issue a check to the
     WSP for the approved amount.

                         QUESTIONS REGARDING CO-OP FUNDS

Questions regarding the BlackBerry Co-Op Funds Program should be directed to:

             BlackBerry Wireless Solution Provider Channel Marketing
                   Phone: 519-888-7465 ext. 2643 or ext. 2550
                         Email: channelmarketing@rim.net

                                      -36-
<PAGE>
                                                           Joint Marketing Funds
                                                             Guidelines for 2000

          Confidential Materials omitted and filed separately with the
                      Securities and Exchange Commission.
                          Asterisks denote omissions.


                                  Schedule D-2

                       BlackBerry Market Development Funds

The objective of the Market Development Funds ("MDF") program is to reward and
assist those BlackBerry Wireless Solution Providers ("WSPs") who have performed
at an exceptional level in the previous twelve (12) months. Market Development
Funds are provided on a case-by-case basis, and RIM encourages BlackBerry
Wireless Solution Providers to work closely with RIM Channel Marketing to
develop the most effective strategies for using the funds.


                             ELGIBILITY REQUIREMENTS

o    Eligibility: WSPs who have sold [**] or more BlackBerry Handhelds in the
     preceding twelve (12) month period AND are committed to selling, at a
     minimum, [**] additional BlackBerry products in the next twelve (12) month
     period are eligible to participate in the MDF program. To ensure all WSPs
     have an opportunity to participate, sales of BlackBerry Handhelds are
     considered on a rolling 12-month basis, with the eligibility of a WSP being
     determined on a quarterly basis in the months of January, April, July and
     October. To maintain its eligibility to participate in the MDF program, a
     WSP must sell a minimum of [**] BlackBerry Handhelds in each preceding
     twelve (12) month period.

         Example 1: WSP sold [**] BlackBerrys in July 1999 but has not sold any
since that time.

         Example 2: WSP sold [**] BlackBerrys in July 1999 and [**] in December
1999.

         Example 3: WSP sold [**] BlackBerrys in July 1999, [**] in September
1999 and [**] in December 1999.

         Based on the above scenarios, each having sold at least [**]
         BlackBerrys, all three WSPs have become eligible to participate in the
         MDF program. Assuming the WSPs do not sell any other BlackBerry
         products: the WSP in example 1 will maintain its eligibility to
         participate in the MDF program until July 2000 (ie. 12 months from date
         of sale); the WSP in example 2 will maintain its eligibility to
         participate in the MDF program until July 2000 (ie. the [**]
         BlackBerrys sold in July 1999 are no longer counted in the number of
         BlackBerrys sold by the WSP after July 2000 and, accordingly, after
         July 2000, the WSP is only deemed to have sold 250 BlackBerrys--[**]
         below the required [**]); and the WSP in example 3 will maintain its
         eligibility to participate in the MDF program until December 2000 (ie.
         Although[**] BlackBerrys sales are no longer counted after July 2000
         and an additional [**] after September 2000, the WSP had sold the
         requisite [**] in December 1999 making this WSP eligible to participate
         for an additional twelve months from that date).

o    Funding: MDF is determined in accordance with projected sales contained in
     the written business plan developed and prepared jointly by the WSP and RIM
     for the upcoming twelve (12) month period. For each BlackBerry Handheld the
     WSP projects to sell in the upcoming twelve-month period, RIM shall
     contribute $[**] towards the WSPs MDF account. BLACKBERRY SALES MADE BY THE
     WSP IN THE PREVIOUS TWELVE-MONTH PERIOD ARE NOT USED IN THE MDF
     CALCULATION.

o    Participation in MDF Program: RIM will only review applications of the WSPs
     requesting to participate in the MDF program on a quarterly basis beginning
     in April, 2000.

o    Obligation of WSP: It is the sole responsibility of the WSP to determine
     whether it qualifies to participate in the MDF program or not and whether
     it chooses to apply for MDF. The MDF program is optional and RIM takes no
     responsibility in contacting a WSP to inform it that it has qualified to
     participate in the program.

                                      -37-
<PAGE>

          Confidential Materials omitted and filed separately with the
                      Securities and Exchange Commission.
                          Asterisks denote omissions.

                                   MDF PROGRAM

Program: RIM will meet with the eligible WSPs who wish to participate in the MDF
program and will provide support to the WSP in various ways including: (i)
meeting with the WSP to develop a mutually agreeable business plan, in writing;
(ii) providing ongoing assistance/advice, as is required by the WSP, to carry
out the business plan; (iii) providing the WSP with a variety of marketing
materials including product brochures, life-size product information cards, RIM
brochures, etc.;

o    Business Plan: To be entitled to MDF funds, the business plan developed and
     agreed to by the WSP and RIM must contain a commitment on the WSP's behalf
     to sell, over the upcoming twelve (12) month period, an additional [**]
     (net of returns and order cancellations) BlackBerrys.

o    Uses of MDF Funds:  Uses of MDF include, but are not limited to:

     (i)   Development of sales collateral
     (ii)  Point-of-Purchase displays;
     (iii) Promotional Events;
     (iv)  Market Awareness Activities; and
     (v)   Other promotional activities that accelerate the sale of BlackBerry

Funds: Once the WSP's written business plan has been approved by RIM and the WSP
has provided RIM with satisfactory evidence that steps have been taken to
implement the plan, RIM shall make note of the MDF funds available to the WSP
for BlackBerry marketing activities.

                             APPLYING FOR MDF FUNDS

Pre-Approval: RIM encourages BlackBerry Wireless Solution Providers to work with
RIM Channel Marketing on an ongoing basis to develop the most effective and
synergistic marketing strategies. This is especially true when BlackBerry
Wireless Solution Providers look to using MDF to aid in their marketing
programs.

Eligible WSPs are asked to complete the Joint Marketing Funds Pre-approval Form
and fax it to RIM's BlackBerry Wireless Solution Provider Channel Marketing
Group at 519-888-7884.

                              REIMBURSEMENT PROCESS

Reimbursement: The Joint Marketing Funds Reimbursement Form must be remitted to
RIM no later than [**] days after the conclusion of the marketing activity. It
must include Proof of Performance (invoices for related out of pocket expenses).
Please include the authorization # (found on the Joint Marketing Funds
Pre-Approval Form) at the top of the Joint Marketing Funds Reimbursement Form.

Please send reimbursement forms to:

             BlackBerry Wireless Solution Provider Channel Marketing
                               295 Phillip Street
                                Waterloo, Ontario
                                     Canada
                                     N2L 3W8


                                      -38-
<PAGE>

                  Questions regarding Market Development Funds

Any questions you have regarding RIM's Market Development Funds Program should
be directed to:

             BlackBerry Wireless Solution Provider Channel Marketing
                   Phone: 519-888-7465 ext. 2463 or ext. 2550
                        Email: channelmarketing@rim.net.




                                      -39-
<PAGE>


                                                           Joint Marketing Funds
                                                              Reimbursement Form

<TABLE>
<CAPTION>
                                  Schedule D-3
<S>                                                                 <C>
Company Name:                                                              Authorization Number
             ------------------------------------------             --------------------------------
Contact:
        -----------------------------------------------             --------------------------------
Address:
        -----------------------------------------------
City:
     --------------------------------------------------
State/Province:
               ----------------------------------------
ZIP/Postal Code:
                ---------------------------------------
Phone:
      -------------------------------------------------
Fax:
    ---------------------------------------------------

<CAPTION>
Print Media          Please Enclose:     Invoice          Datelined Tearsheet          Pre-Approval Form
<S>                  <C>                 <C>              <C>                          <C>
------------------------------------------------------------------------------------------------------------------
Name of Publication                     Ad Date       # of insertions    Total Cost      RIM %      Claimed Amount
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------


Direct Mail          Please Enclose:     Invoice          Direct Mail                  Pre-Approval Form
------------------------------------------------------------------------------------------------------------------
Description                             Date          Cost Per Item      Total Cost      RIM %      Claimed Amount
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------


Radio/TV             Please Enclose:     Invoice          Recording and Script         Pre-Approval Form
------------------------------------------------------------------------------------------------------------------
Description                             Ad Date       Cost Per Item      Total Cost      RIM %      Claimed Amount
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------


Promotional Events   Please Enclose:     Invoice           Attendee List               Pre-Approval Form
------------------------------------------------------------------------------------------------------------------
Description                             Ad Date       # of insertions    Total Cost      RIM %      Claimed Amount
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                   -----------------------------
                        Total Claimed Amount
                                                   -----------------------------

                                                   -----------------------------
                        Total Approved Amount
                                                   -----------------------------

                                      -40-
<PAGE>

  Send to RIM Channel Marketing at 295 Phillip St., Waterloo, Ontario N2L 3W8.

          Claims must be submitted within 60 days of the activity date.

--------------------------------------------------------------------------------
For RIM Use Only

Approved by:
             ---------------------------------    ------------------------------
                        Marketing                            Accounting

JMF Account Updated On (date):

Cheque Issued On (date):                                      Cheque Number:

--------------------------------------------------------------------------------



                                      -41-
<PAGE>

RIM CONFIDENTIAL


                                   SCHEDULE E

                                 BRANDING GUIDE
                            See attached Schedule E.





                                      -42-
<PAGE>



                                   SCHEDULE E

                                                       BlackBerry Branding Guide

The BlackBerry name, logo, messaging and imagery may be used for marketing
purposes that are consistent with the terms and conditions of your agreement
with RIM.

BlackBerry, and the BlackBerry logo are registered trademarks of Research In
Motion Limited. This document will help you use these RIM Trademarks and related
imagery correctly and effectively. Please review the following guidelines with
personnel assigned to the responsibility of producing ads, direct mail pieces,
or other promotional material.

Your use of the BlackBerry name, logo, or imagery in your printed or electronic
materials indicates your agreement to be bound by these conditions. The terms of
the BlackBerry Branding Guide apply to all advertising and promotional materials
produced by third parties, regardless of their source of funding.

Questions regarding usage of these RIM trademarks, and related imagery should be
directed to RIM Marketing Communications (519) 888-7465.



                                      -43-
<PAGE>

                                   SCHEDULE E

                                                       BlackBerry Branding Guide


    Examples of Where to Use the BlackBerry Name, Logo and Imagery Web Pages

The BlackBerry name, logo and imagery may be used on a reseller's web site. On a
web page, or as a launch button, the minimum logo size is 300 pixels wide.

Advertisements, Direct Mail, and Collateral

The BlackBerry name, logo and imagery may be incorporated in any advertising,
direct mail, collateral, product labels or other promotional materials.

Review Process

RIM must review and approve the content of any advertisement, collateral, labels
or promotional materials containing the BlackBerry name, logo or imagery prior
to it being released. Please allow a minimum of 5 business days for RIM to
review the materials.

Terms and Conditions

Nothing herein is intended to grant any right to RIM trademarks other than the
right to use the trademarks in accordance with the requirements set forth
herein. RIM reserves the right at anytime at its sole discretion to terminate or
modify the permission granted to use the trademarks. RIM reserves the right to
take action against any use that does not conform to these requirements.

Program Participation

If at anytime the agreement between you and RIM is discontinued, you must stop
using the RIM trademarks and any materials provided to you. You must return or
destroy, at RIM's discretion, all copies of all materials containing RIM
trademarks.

                                      -44-
<PAGE>

                                RIM CONFIDENTIAL

                                   SCHEDULE E

                                                       BlackBerry Branding Guide

                                    The Logo


                        BlackBerry Logo Usage Guidelines

Maintaining the integrity and color standards BlackBerry logo is of vital
importance. Through adherence to the guidelines described, a cohesive visual
image will reinforce the BlackBerry name and industry presence. Electronic files
of the BlackBerry logo are available from RIM's Marketing Department.


                                  Logo Variants

1.    The BlackBerry Logo





2.    The BlackBerry Logo with" Email In Motion" tag line





                                 Logo Integrity

To maintain the logo's integrity, use an original electronic file. Never alter
the BlackBerry logo. The logo must be reproduced from an original electronic
file provided by RIM. When reproducing the logo, it must not be distorted in any
way. Please do not:

o     simulate the logo with the use of a typeface

o     transpose the colors within the logo

o     change the proportions within the logo

o     use a pattern within the logo



                                      -45-
<PAGE>

                                RIM CONFIDENTIAL

                                   SCHEDULE E

                                                       BlackBerry Branding Guide


                                 The Safety Zone

The safety zone is empty space that must surround a logo. No other elements may
infringe upon this space. The safety zone is the amount of space that should
surround the BlackBerry logo to ensure legibility and easy recognition. No
written information or other company logos should appear within the specified
area. Acceptable clear space is equal to the height of the `B' in BlackBerry; it
adjusts proportionally according to the size of the logo you are using.

                                      Size

The RIM logo may be reduced or enlarged proportionally as necessary on print
materials. However the size of the original electronic files provided by RIM
should not altered in a scale greater than +50% of original size. To ensure
clarity and comprehension, the logo may only be reduced to a minimum size such
that the bottom and top widths are 1" when measured from the left edge of the
`B' to the right edge of the `Y'.


                              Color Specifications

Reproducing the BlackBerry Logo in Full Color and Four Color Process

When reproduced in color, the BlackBerry logo should only appear on a white or
light colored background.

Pantone Spot Color - The BlackBerry logo should be reproduced for print material
using the Pantone Spot 1815C (Burgundy) and 100% Black whenever possible.

Process Color - When it must be reproduced for print materials in four-color
process, use the CMYK color model and assign color values as follows:

            Burgundy

              C: 0
              M: 91
              Y: 100
              K: 40

              Always match the color against a Pantone 1815C spot color swatch.

            Black:

              Process Black

Reproducing the BlackBerry Logo in One Color

It is recommended that the full-color version be used whenever possible. If
using the full-color version is too expensive or inappropriate for the printing
method used, one of the official one-color versions may be used.

The BlackBerry logo can also appear in print as black on white and white on
black. When reproducing the logo in one color format, all logo elements must
appear as solid black or solid white. Note: as a general rule, if the logo must
appear on a bright or dark color, the one color solid white reproduction of the
logo should be used.

Example

                                      -46-
<PAGE>

                                RIM CONFIDENTIAL

                              Trademark/ Copyright

Use of the BlackBerry logo on printed materials and web sites must be
accompanied by a trademark attribution sentence identifying the BlackBerry logo
as a Research In Motion trademark as follows:

             "BlackBerry and the BlackBerry logo are trademarks of
                          Research In Motion Limited."

In all external publications, the BlackBerry brand name should be trademarked at
least once, and preferably in its first occurrence in a document. The `TM'
symbol is also incorporated into the logo artwork.






                                      -47-
<PAGE>

                                RIM CONFIDENTIAL


                                   SCHEDULE E

                                                       BlackBerry Branding Guide


                                    Messaging

                               Naming Conventions
--------------------------------------------------------------------------------
          Official Name                            Description
--------------------------------------------------------------------------------

BlackBerry                          Refers to the entire mobile email solution.
--------------------------------------------------------------------------------

BlackBerry Handheld                 Refers to the wireless device.
--------------------------------------------------------------------------------

BlackBerry Desktop Software         Refers to the software the comes with
                                    BlackBerry.
--------------------------------------------------------------------------------

BellSouth Intelligent Wireless      Refers to the network in the United States
                                    over which messages are transferred Network
                                    between your handheld and your PC.
--------------------------------------------------------------------------------

Cradle                              Refers to the accessory that you plug in to
                                    your computer and in which you place your
                                    handheld in order to transfer information
                                    between the handheld and the PC.
--------------------------------------------------------------------------------

Holster                             Refers to the accessory that you clip on to
                                    your belt and in which you place the
                                    handheld to carry it safely with you
--------------------------------------------------------------------------------

Keyboard                            Refers to the 31 QWERTY-style keyboard on
                                    the handheld.
--------------------------------------------------------------------------------

Trackwheel                          Refers to the thumb-operated navigational
                                    tool so that you can roll and click to
                                    scroll and to view menus
--------------------------------------------------------------------------------

                                      -48-
<PAGE>

                                   SCHEDULE E

                                                       BlackBerry Branding Guide


                                  Company Name

Please use the acronym RIM to refer to the Corporation, Research In Motion
Limited, in all advertising and promotional materials.


                                       RIM

The Company name acronym can appear on a white background in either Pantone Spot
307U (Blue) or Process Black. On a blue or black background, the company name
must appear in white lettering.

When the Company Name Acronym is included in body text, it adopts the font of
the rest of the body text in the paragraph. Each letter must always be
capitalized.

Research In Motion Limited, the Corporation, has registered trademark rights to
the acronym RIM. Proper notice in the form of the registered trademark symbol
(R) should be exhibited immediately adjacent to the acronym at least once
throughout a document. It is preferable that a one-time display of proper notice
occurs at the beginning of a document.




                                      -49-
<PAGE>

RIM CONFIDENTIAL


                                   SCHEDULE F

                                  BSP AFFILATES


                                TO BE DETERMINED



                                      -50-
<PAGE>


RIM COMPANY SECRET                 (June 2000)         RIM 950 Wireless Handheld
                                                           Target Specifications

                                   Exhibit A-1

                                RIM 950 Wireless
                                  Handheld(TM)

Product Structure

RIM 950 Wireless Handheld Product

The RIM 950 bundle includes the device and belt clip. Cradle, software, end user
documentation and packaging are optionally available.

Target Product Characteristics

The RIM 950 is the third generation in a growing line of wireless handhelds
designed and manufactured by RIM.

The RIM 950 Wireless Handheld is a fully two-way wireless messaging device
designed to both receive and transmit email and other messages over nationwide
wireless data networks.

Key Features and Benefits
--------------------------------------------------------------------------------
Feature                       Benefit to Customer
--------------------------------------------------------------------------------
Supports high performance     Fast, real time messaging
two-way Mobitex network
--------------------------------------------------------------------------------
Small pager-sized device      Highly portable, as easy to carry as your current
with keyboard                 pager
--------------------------------------------------------------------------------
Ergonomic QWERTY keyboard     Familiar command and control user interface
                              for rapid message entry and enhanced applications
--------------------------------------------------------------------------------
Optimized for long battery    Always ready, no need to worry about batteries
life
--------------------------------------------------------------------------------
MB's of flash storage         Store thousands of contacts and appointments
                              and hundreds of email messages
--------------------------------------------------------------------------------
Low cost                      Affordable for a wide range of applications,
                              low involvement purchase
--------------------------------------------------------------------------------
Engineered for simplicity     Fast learning curve with QWERTY keyboard, little
and ease of use               training required
--------------------------------------------------------------------------------
Full backlit graphic          Easy to read and practical for both long
display, capable of 6 or 8    and short messages
lines of text
--------------------------------------------------------------------------------
Programmable by third         Customer third party applications can enhance
party developers through      functionality
RIM SDK
--------------------------------------------------------------------------------
External serial port          Enables synchronization software and 3rd party
                              hardware add-ons
--------------------------------------------------------------------------------

Functional

o     Form factor (89mm x 64mm x 24mm) or (3.5" x 2.5" x 0.93")

o     Weight less than 5 ounces (140g) with battery

o     31 Key QWERTY positive action localizable tactile keyboard

o     "Roll and click" trackwheel

o     Graphic backlit LCD (8 lines by 22 chars or more, using proportional
      font). Large font software selectable.

o     Serial (RS-232 compatible) three wire interface for PC or other serial
      peripherals

o     Internal high efficiency antenna

o     Memory:

o     Model RIM 950-2:  Total 2 MB of non-volatile flash storage, 204 KB of SRAM

o     Model RIM 950-4:  Total 4 MB of non-volatile flash storage, 512 KB of SRAM

                                      -51-
<PAGE>

o     Messages and other data are preserved in non-volatile memory even while
      battery is removed.

o     A powerful 32bit general purpose computing engine with protect mode is
      easily programmed for custom applications through the Pager SDK in `C/C++'
      using Rim's full-featured Page API.

Message Notification (user selectable)

o     Audible beeper

o     Mechanical vibrator

o     Magnetic detection for in-holster/out-of-holster differentiation


Regulatory Compliance

o     FCC Parts 15 and 90

o     Industry Canada RSS 119

Environmental Properties

o     0 to 60 Degrees Celsius radio operational

o     -40 to 70 Degrees Celsius short term storage. Long term storage
      20+/-5 (degree)C (without AA installed) up to 1 year

o     Humidity 5-95% non-condensing

o     Shock Target: 1 meter drop
                                        2
o     Vibration Target: 10-55 Hz, 50 m/s  over 0.5 hours for each plane

o     Static discharge compliant with level 3 of IEC 61000-4-2: 1999

Power

o     1-AA Alkaline

o     Internal rechargeable Li-Ion cell

PC and Peripheral Connectivity

o     Three wire serial interface (RS-232 compatible interface EIA/TIA-562,
      +/- 5V at up to 115Kbps using optional DB9 PC connection cable)

o     Connects easily to PCs, barcode readers, serial printers.


                                      -52-
<PAGE>


RIM 950 Cradle

Target Product Characteristics

o     Optional accessory for the RIM 950 Wireless Handheld

o     Connects to Windows(TM)95, 98, 2000 or NT desktop PC for PIM
      synchronization

o     Automatic PIM synchronization ("hot synch") on cradling of handheld
      (requires PIM Synchronization software)

o     Includes 2 meter (78.74") cable with standard 9-pin PC serial port
      connector

Target Cradle Specification

o     Form factor:  74mm x 68mm x 36mm (2.91" x 2.68" x 1.42")

o     Serial 9 pin connector

o     Three wire serial interface RS-232 EIA/TIA-562, +/-5V at up to 115Kbps

o     2m (78.74") cable

                                      -53-
<PAGE>


RIM COMPANY SECRET              Feb '00 revision           Target Specifications

                                   Exhibit A-1

                            RIM 957 Wireless Handheld


Always On . . .
Always Connected . . .
from the palm of your hand!


Product Structure

RIM 957 Handheld

o     RIM 957 Handheld package includes the RIM 957 Handheld device,
      synchronization and charging cradle

o     Holster, software, documentation, packaging also available

o     Optional accessories include travel charger and protective case

o     Software Developers Kit (SDK) optionally available

Product Characteristics

The RIM 957 Handheld is the new form factor in a growing line of wireless
devices designed and manufactured by RIM.

The RIM 957 Handheld is a two-way wireless messaging device designed to both
send and receive email and other messages over nationwide wireless data
networks.

--------------------------------------------------------------------------------
Need/Benefit                            Feature
--------------------------------------------------------------------------------
Fast, real time email messaging;        Supports high performance, two-way
wireless yet "always connected"         Mobitex network
"always connected"
--------------------------------------------------------------------------------
Integrated mail system client           Wireless extension of email service
                                        (backend MS Exchange or ISP
                                        service/solution required)
--------------------------------------------------------------------------------
Sized to fit easily in your palm,       4.6" x 3.1" x 0.70" (target)
pocket or purse                         5 oz (target)
--------------------------------------------------------------------------------
Personal information always at hand     Full featured PIM (calendar, address
                                        book, task list, calculator, memo pad,
                                        alarm)
--------------------------------------------------------------------------------
Synchronization of PIM data             Standard via external serial port
                                        (requires synchronization software and
                                        cradle)
--------------------------------------------------------------------------------
Familiar command and control user       Ergonomic, 35 key QWERTY keyboard and
interface for rapid message entry       trackwheel
and enhanced applications

--------------------------------------------------------------------------------
"Always On" however no need to worry    Rechargeable, polymer, lithium ion
about batteries                         battery offering at least 1 week of
                                        "typical use" on a fully charged cell
--------------------------------------------------------------------------------
Fast learning curve, intuitive,         Engineered for simplicity
easy to use
--------------------------------------------------------------------------------
Easy to view emails, PIM entries,       160x160 pixel viewing area, high
Internet information or vertical        contrast, low-glare display,
application forms                       backlight
--------------------------------------------------------------------------------
Internet content access                 Supports 3rd party web browsing clients
--------------------------------------------------------------------------------
Vertical application interfaces         Serial port allows external devices (bar
                                        code reader, printers etc) to be added
--------------------------------------------------------------------------------
Easy 3rd party development              Enhance functionality using RIM's SDK
--------------------------------------------------------------------------------

                                      -54-
<PAGE>

Device Features

o     Form factor target:  4.6 x 3.1 x 0.70" (117 x 78.5 x 18 mm)

o     Weigh target:  5 oz.

o     Keyboard

o     35 Key QWERTY (alphabet, backspace, Delete, Enter, 2 Caps, Space, Alt,
      Escape, Power)

o     positive action tactile keyboard

o     On/Off/Backlight key

o     "Roll and click" trackwheel

o     "Charcoal gray" color with silver accents

o     Display

o     160x160 resolution

o     graphic, low-glare LCD

o     high-visibility reverse image backlighting

o     square pixel font

o     small font/large font option

o     software controlled LCD contrast

o     Serial interface for PC or other serial peripherals

o     Internal high efficiency antenna

o     1/2 MB SRAM, 5MB non-volatile flash storage for radio and API, flash
      file system, applications and data storage; messages and other data are
      preserved in non-volatile memory

o     Intel 386 32-bit general purpose computing engine with protected mode
      is easily programmed for custom applications through the RIM SDK in
      `C/C++' using RIM's full-featured API.

Message Notification

o     Audible beeper (software configurable)

o     Mechanical vibrator

o     Red LED

o     Magnetic: detection for in-holster/out-of-holster differentiation

Regulatory Compliance

o     FCC Parts 15 and 90

o     Industry Canada RSS 119

Environmental Properties

o     0 to 50 Degrees Celsius operational

o     10 to 30 Degrees Celsius long term storage (1 year)

o     Humidity 5-95% non-condensing

o     Shock Target: 1 meter drop
                                        2
o     Vibration Target: 10-55 Hz, 50 m/s  over 0.5 hours for each plane

o     Static discharge compliant with level 3 of IEC 61000-4-2: 1999

Radio Specifications

o     Transmit:  896-902 MHz, 12.5 kHz channels

o     Receive:  935-941 Mhz, 12.5 kHz channels

o     Receiver sensitivity:  -117 dBm sensitivity

o     RF Output Power 2W

Antenna Characteristics

o     Internal antenna with a target of an average 3dB improvement over
      Inter@ctive(TM)Pager 950 characteristics

Power Model

o     Internal, rechargeable, lithium polymer cell

o     At least 1 week of "typical use" on a fully charged cell

o     Recharging of an empty cell to full within 3 hours using RIM 957 Handheld
      synchronization/charging cradle

o     Recharging for 10-15 minutes using RIM 957 Handheld
      synchronization/charging cradle allows typical user to work for an
      entire day

                                      -55-

PC and Peripheral Connectivity

o     RS-232 compatible serial port

o     input voltage from 5V p-p to +/- 30V

o     maximum data rate, 115,200 baud

o     port impedance 5k(OMEGA) nominal input, 300(OMEGA), minimum impedance
      output

o     Connects easily to PCs, barcode readers, serial printers

o     Four "dimples" in plastics to allow for mechanical attachments such as
      barcode readers

Labeling

o     Front auxiliary label:  28mm x 5.5mm

o     Back service provider label:  48.1mm x 20.5mm

Holster

o     Belt clip for wearability

o     Protection of screen

o     Magnetic detection for in-holster/out-of-holster differentiation

Synchronization and Charging Cradle

o     Enables PIM synchronization and charging of RIM 957 Handheld

o     Enables "no-button" synchronization

o     Device fully functional while charging

o     Form factor:  3.7 x 3.8 x 2.1" (w x  l x h) target dimensions

o     Includes 78" (2m) cable with standard 9 pin PC serial port connector and
      110V AC wall outlet adapter

o     AC connection integrated into serial port connector to maintain a single
      cable to the desktop

Optional Accessories

o     Travel Charger

o     110V AC adapter and custom connector with approx. 2m cable

o     does not provide a serial connection for desktop synchronization

o     provides similar charging characteristics to the Synchronization and
      Charging Cradle

o     Leather protective case

o     Magnetic detection for in-case/out-of-case differentiation

                                      -56-
<PAGE>

RIM COMPANY SECRET              Feb '00 revision           Target Specifications

                                   Exhibit A-1

                            RIM 850 Wireless Handheld


Product Structure

The RIM 850 includes the wireless handheld and a belt clip. Cradle, software, AA
alkaline battery, end user documentation, and packaging are optional.

Target Product Characteristics

Key Features and Benefits

The RIM 850 is the third generation in a growing line of wireless handhelds
designed and manufactured by RIM.

The RIM 850 is a fully two-way wireless messaging device designed to both
receive and transmit alphanumeric messages over wireless data networks.

--------------------------------------------------------------------------------
Feature                                 Benefit to Customer
--------------------------------------------------------------------------------
Supports high performance two-way       Fast, real time messaging.
DataTAC networks
--------------------------------------------------------------------------------
Smallest available two way              Highly portable, as easy to carry as
wireless handheld with keyboard         your current pager
--------------------------------------------------------------------------------
Ergonomic QWERTY keyboard               Familiar command and control user
                                        interface for rapid message entry and
                                        enhanced applications
--------------------------------------------------------------------------------
Optimized for long battery life         Always ready, no need to worry about
                                        batteries
--------------------------------------------------------------------------------
Low cost                                Affordable for a wide range of
                                        applications, low involvement purchase
--------------------------------------------------------------------------------
Engineered for simplicity and ease      Fast learning curve with QWERTY keyboard
of use                                  and roller wheel, little taining
                                        required
--------------------------------------------------------------------------------
Full backlit graphic display, capable   Easy to read and practical for both long
of 8 lines of text                      and short messages
of text
--------------------------------------------------------------------------------
Programmable by third party             Custom or third party applications can
developers                              enhance functionality
--------------------------------------------------------------------------------
External three wire serial port         Backup handheld address book to PC
--------------------------------------------------------------------------------

Functional

o     Form factor (89mm x 64mm x 24mm) or (3.5" x 2.5" x 0.93")

o     Weight approximately 5 ounces (140g) with battery

o     31 Key QWERTY positive action tactile keyboard

o     Roller entry wheel

o     Graphic backlit LCD (8 lines by 22 chars or more, using proportional
      font). Large font software selectable.

o     Serial (RS-232 compatible) three wire interface for PC or other serial
      peripherals

o     Internal high efficiency antenna

o     Memory:

o     Model RIM 850-2: Total 2 MB of non-volatile flash storage, 304 KB of SRAM

o     Model RIM 850-4: Total 4 MB of non-volatile flash storage, 512 KB of SRAM

o     A powerful 32 bit general-purpose computing engine with protected mode
      is easily programmed for custom applications through the SDK in `C/C++'
      using RIM's full-featured developer API.

o     Messages and other data are preserved in non-volatile memory even while
      battery is removed.

Operating Targets
(with AA Alkaline)

o     Target: 70  hours under typical use

Message Notification (user selectable)

o     Audible beeper

o     Mechanical vibrator

                                      -57-
<PAGE>

Physical

o     Overall dimensions not to exceed; 89mm (3.5) inches wide, 64mm (2.5)
      inches tall, 24mm (0.94) inches thick

Regulatory Compliance

o     FCC Parts 15 and 90

o     Industry Canada RSS 119

Environmental Properties

o     0 to 60 Degrees Celsius radio operational

o     -40 to 70 Degrees Celsius short term storage.  Long term storage
      20 +5 (degrees)C (without AA installed) up to 1

o     Humidity 5-95% non-condensing

o     Shock Target:  1 meter drop

o     Vibration Target:  10-55 Hz, 50 m/s2  over 0.5 hours for each plan

o     Static discharge compliant with level 3 of IEC 61000-4-2: 1999

Power

o     1-AA Alkaline or AA NiMH

o     Internal rechargeable Li-Ion cell

PC and Peripheral Connectivity

o     Three wire serial interface (RS-232 compatible interface EIA/TIA-562,
      +/- 5V at up to 115 Kbps using optional DB9 PC connection cable)

o     Connects easily to PC, barcode readers, serial printers

RIM 850 CHARGING CRADLE



Cradle Functionality

o     optional accessory for the RIM 850 Wireless Handheld

o     includes 1 NiMH high capacity AA battery

o     includes 110VAC adapter

o     includes 2 meter (78.74") cable with standard 9-pin PC serial port
      connector

o     automatic PIM synchronization

o     connects to Windows(TM)95, 98 or NT desktop PC for PIM synchronization

--------------------------------------------------------------------------------
Feature                       Benefit to Customer
--------------------------------------------------------------------------------
Recharge                      Allows user to conveniently recharge RIM 850
                              over an 8 hour period
--------------------------------------------------------------------------------
Automatic PIM                 Allows user to initiate RIM's PIM Synchronization
Synchronization               software by simply placing the RIM 850 into the
                              cradle.
--------------------------------------------------------------------------------

Synchronization requires a Desktop PIM
Synchronization software license.

Cradle Specifications

o     Form factor:  74mm x 68mm x 36mm (2.91" x2.68" x 1.42") target dimensions

o     Serial 9 pin connector

o     Three wire serial interface RS-232 EIA/TIA-562, +/- 5V at up to 115Kbps

o     2m (78.74") cable

Cradle Re-charging Capabilities

o     Automatic Re-charge of NiMH AA cell when device is placed in cradle

o     8 hour charging time


                                      -58-
<PAGE>

RIM COMPANY SECRET              Feb `00 revision           TARGET SPECIFICATIONS

                                   Exhibit A-1

                            RIM 857 Wireless Handheld

Always On . . .
Always Connected . . .
from the palm of your hand!

Product Structure

RIM 857 Handheld

o     RIM 857 Handheld package includes the RIM 857 Handheld device,
      synchronization and charging cradle, carrying holster and basic
      operating software

o     Email/PIM client software, documentation and packaging also available

o     Optional accessories include travel charger and protective case

o     Software Developers Kit (SDK) optionally available

Product Characteristics

The RIM 857 Handheld is the new form factor in a growing line of wireless
devices designed and manufactured by RIM.

The RIM 857 Handheld is a two-way wireless messaging device designed to both
send and receive email and other messages over nationwide wireless data
networks.

--------------------------------------------------------------------------------
Need/Benefit                            Feature
--------------------------------------------------------------------------------
Fast, real time email                   Supports high performance, Data TAC
messaging; wireless yet                 two-way packet data network
"always connected"
--------------------------------------------------------------------------------
Integrated mail system                  Wireless extension of email service
client available                        (backend MS Exchange, Lotus Notes or
                                        ISP service/solution required)
--------------------------------------------------------------------------------
Sized to fit easily in your             4.6" x 3.1" x 0.70" (target)
palm, pocket or purse                   5 oz (target)
--------------------------------------------------------------------------------
Personal information always             Full featured PIM available (calendar,
at hand                                 address book, task list, calculator,
                                        memo pad, alarm)
--------------------------------------------------------------------------------
Synchronization of PIM data             Standard via external serial port
                                        (requires synchronization software
                                        and cradle)
--------------------------------------------------------------------------------
Familiar command and control            Erogonomic, 35 key QWERTY keyboard
user interface for rapid message        and trackwheel
entry and enchanced applications
--------------------------------------------------------------------------------
"Always On" however no need             Rechargeable, polymer, lithium ion
to worry about batteries                battery offering several days of
                                        "typical use" on a fully charged cell
--------------------------------------------------------------------------------
Fast learning curve, intuitive,         Engineered for simplicity
easy to use
--------------------------------------------------------------------------------
East to view emails, PIM entries,       160 x 160 pixel viewing area, high
Internet information or vertical        contrast, low-glare display backlight
application forms
--------------------------------------------------------------------------------
Internet content access                 Supports 3rd party web browsing clients
--------------------------------------------------------------------------------
Vertical application interfaces         Serial port allows external devices (bar
                                        code reader, printers etc) to be added
--------------------------------------------------------------------------------
Easy 3rd party development              Enhance functionality using RIM's SDK
--------------------------------------------------------------------------------

Device Features

o     Form factor target:  4.6 x 3.1 x 0.70"

o     (117x78.5x18mm)

o     Weight target:  5 oz.

o     Keyboard

o     35 Key QWERTY (alphabet, backspace, Delete, Enter, 2 Caps, Space, Alt,
      Escape, Power)

o     positive action tactile keyboard


                                      -59-
<PAGE>

o     On/Off/Backlight key

o     "Roll and click" trackwheel

o     "Charcoal gray" color with silver accents

o     Display

o     160x160 resolution

o     graphic, low-glare LCD

o     high-visibility backlighting

o     square pixel font

o     small font/large font option

o     software controlled LCD contrast

o     Serial interface for PC or other serial peripherals

o     Internal high efficiency antenna

o     1/2 MB SRAM, 5MB non-volatile flash storage for radio and API, flash
      file system, applications and data storage; messages and other data are
      preserved in non-volatile memory

o     Intel 386 32-bit general purpose computing engine with protected mode is
      easily programmed for custom applications through the RIM SDK in 'C/C++'
      using RIM's full-featured API.

Message Notification

o     Audible beeper (software configurable)

o     Mechanical vibrator

o     Red LED

o     Magnetic detection for in-holster/out-of-holster differentiation

Regulatory Compliance

o     FCC Parts 15 and 90

o     Industry Canada RSS 119

Environmental Properties

o     0 to 50 Degrees Celsius operational

o     10 to 30 Degrees Celsius long term storage (1year)

o     Humidity 5-95% non-condensing

o     Shock Target:  1 meter drop
                                         2
o     Vibration Target:  10-55 Hz, 50 m/s  over 0.5 hours for each plane

o     Static discharge compliant with level 3 of IEC 61000-4-2:  1999

Radio Specifications

o     800 MHz Data TAC networks

o     Transmit Range 806 - 825 MHz

o     Receive Range 851 - 870 MHz

o     Supports NCL (Native Control Language) protocol and RAP (RIM's Radio
      Access Protocol)

o     Transmit Power is 2.0 Watts into antenna

Antenna Characteristics

o     Internal antenna with a target average gain that is 3dB better than the
      RIM 850.

o     Average ERP target of better than -2 dBWd or 630 mW

Power Model

o     Internal, rechargeable, lithium polymer cell

o     Recharging of an empty cell to full within 3 hours using RIM 857 Handheld
      synchronization/charging cradle

o     Recharging for about 30 minutes using RIM 857 Handheld
      synchronization/charging cradle allows typical user to work for an
      entire day

o     Fully charged internal Lithium Ion cell projected to yield better than 80
      hours continuous device operation in MDC, better than 150 hours in RD-LAP
      under typical use in Standard PowerSave; When Enhanced PowerSave is
      implemented, battery life can be increased significantly.

PC and Peripheral Connectivity

o     RS-232 compatible serial port

o     input voltage from 5V p-p to +/- 30V

o     maximum data rate, 115,200 baud

o     port impedance 5k(OMEGA) nominal input, 300(OMEGA) minimum impedance
      output

o     Connects easily to PCs, barcode readers, serial printers.

o     Four "dimples" in plastics to allow for mechanical attachments such as
      barcode readers

Labeling

o     Front auxiliary label:  28mm x 5.5mm

o     Back service provider label:  48.1 mm x 20.5mm

Holster

o     Belt clip for wearability

o     Protection of screen

o     Magnetic detection for in-holster/out-of-holster differentiation

Synchronization and Charging Cradle

o     Enables PIM synchronization and charging of RIM 857 Handheld

o     Enables "no-button" synchronization

o     Device fully functional while charging

o     Form factor:  3.7 x 3.8 x 2.1" (w x l x h) target dimensions

o     Includes 78" (2m) cable with standard 9 pin PC serial port connector and
      110V AC wall outlet adapter

o     AC connection integrated into serial port connector to maintain a single
      cable to the desktop

Optional Accessories

o     Travel Charger

o     110V AC adapter and custom connector with approx. 2m cable

o     does not provide a serial connection for desktop synchronization

o     provides similar charging characteristics to the Synchronization and
      Charging Cradle

o     Leather protective case

o     Magnetic detection for in-case/out-of-case differentiation

                                      -60-
<PAGE>

RIM COMPANY SECRET              Feb '00 revision           Target Specifications

                                   Exhibit A-2

                      BlackBerry Enterprise Server Software

                               (Exchange Edition)

The BlackBerry Enterprise Server (BES) Software consolidates the operation of
individual BlackBerry Desktop email redirectors into a server that the IT
department can monitor and control. With the BES, users don't have to leave
their computers running and laptop users can be supported. IT Departments handle
the centralized administration and control of mobile email and users can
continue to configure email redirection options using the BlackBerry Desktop
Software on their PCs.

BES for Microsoft Exchange Functionality

Email Redirection

o     Monitors the user's Microsoft Exchange inbox for new mail

o     Applies user definable filters to new messages to determine if and how the
      message will be relayed to the user's BlackBerry handheld

o     Compresses and encrypts these new messages and delivers them to the
      BlackBerry handheld via the Internet

o     Receives, via the Internet, messages composed on the BlackBerry handheld,
      then decompresses and decrypts the messages and places them in the user's
      Outbox for the corporate Exchange server to deliver.

Management

o     Administration of the BES is accomplished through user-interface
      extensions to the Exchange Administrator.

o     The BES logs to the NT event log so administrators can perform
      server-level monitoring using the standard event log monitoring tools

o     Operating statistics can be monitored via SNMP

o     User level monitoring is also available through the Exchange Administrator

o     New users can be batch imported and existing user stats can be exported
      for analysis.

Key Features and Benefits

--------------------------------------------------------------------------------
Feature                       Benefit to Customer
Server-based                  Operation Corporate servers are more reliable
                              platforms than desktop computers. Also offers IT
                              more control over deployment.
--------------------------------------------------------------------------------
No redirection software       Permits laptop users to take their laptop with
required on desktop.          them and still receive email on their handheld.
--------------------------------------------------------------------------------
Outbound originated TCP/IP    Connection provides faster communication
Connection to RIM's           between the server redirection software and
BlackBerry Service            the handheld.  Outbound originated connection
                              does not pose an IT security risk.
--------------------------------------------------------------------------------
Management done through       No new admin package to learn. Takes advantage
Exchange Administrator        of remote admin capabilities of Exchange
extensions.
--------------------------------------------------------------------------------
Messages are automatically    View and reply to messages when it is convenient
"pushed" to the handheld as   Handheld is always up to date - no time wasted
they arrive at the Exchange   dialing in to find no new messages
mailbox.
--------------------------------------------------------------------------------
Mirrors your existing         Same e-mail address as always. Messages appear
Exchange mailbox              sent from you desktop
--------------------------------------------------------------------------------
Messages sent from the        Desktop has complete record of all e-mail sent
handheld are stored in the
`Sent Items' folder of your
Exchange account
--------------------------------------------------------------------------------
Fully secure and encrypted    Messages sent to and from the handheld are kept
message transmission          private
--------------------------------------------------------------------------------

                  BlackBerry ISP Solution Application Software
Product Concept

The RIM BlackBerry ISP Solution Application Software provides comprehensive
software to address the Personal Information Management and Messaging needs of
the end user. The BlackBerry Application Software allows the BlackBerry Handheld
to mirror the user's ISP email account. The Application Software works with the
ISP's existing email system. The RIM BlackBerry ISP Solution requires activation
and the purchase of BlackBerry Services.

PIM Functionality

Appointment Calendar

o     Agenda view displays entries in a continuous view

o     Calendar view displays a continuous calendar with appointments marked

o     Appointment details available are: subject, location, start and end time,
      reminder and notes

o     Entries can be easily added or edited

Task List

o     Tasks details include status, priority, due date and notes

o     Entries can be added or edited from the same menu

o     Tasks status values include:  not started, in progress, completed,
      waiting, and deferred

o     Task priority values include:  low, normal, and high

o     Tasks can be sorted by subject, due date, status or priority

Address Book/Contact List

o     Fields available for first and last name, title, company, address and
      notes

o     Contains fields for up to 3 email addresses, 3 phone numbers, fax and
      pager numbers

o     Entries are viewed in a `virtual' business card format

o     Sort by first or last name and by company

o     Search through entries by first or last name

Alarm

o     Alarm notification is set separately from notification for calendar events

MemoPad

o     Create, edit and store information in memo format

Calculator

o        Multi-function 8-digit calculator with memory

--------------------------------------------------------------------------------
Feature                                 Benefit to Customer
--------------------------------------------------------------------------------
Appointment Calendar                    Keep track of important events and
                                        schedule activities
--------------------------------------------------------------------------------
Task List                               Easily organize and update your To Do
                                        list
--------------------------------------------------------------------------------
Address Book/Contact List               List of important contacts always
                                        accessible
--------------------------------------------------------------------------------
Alarm                                   Can be used as an alarm clock or as a
                                        reminder for important events
--------------------------------------------------------------------------------
MemoPad                                 Keep track of information in an easy to
                                        manage format
--------------------------------------------------------------------------------
Calculator                              Perform calculations without having to
                                        carry a second device
--------------------------------------------------------------------------------

BlackBerry Desktop PIM Synchronization

RIM's Desktop PIM Synchronization software allows users of RIM's BlackBerry PIM
application to synchronize information with common desktop PIMs. Synchronization
requires the RIM Inter@ctive Pager Cradle.

Product Functionality

The PIM Synchronization software is compatible with Windows(TM) 95, 98 or NT
desktop PC.

Desktop Applications

o     Desktop Synchronization

      synchronize the address book, appointment calendar and task list on
      the device with desktop PIM applications

o     full Conflict Resolution

                                      -61-
<PAGE>

o     PIM Applications Supported

o     Microsoft Outlook 97

o     Microsoft Schedule + 7.0.7.0a

o     Lotus Organizer 2.1, 97, 97 GS

o     Act! 3.0.8

o     Backup/Restore

      allows back up of PIM information from device to desktop, and
      restoration from desktop to device

o     Application Loader

o     user-friendly application loader in "wizard" format



--------------------------------------------------------------------------------
Feature                       Benefit to Customer
--------------------------------------------------------------------------------
Desktop Synchronization       Allows user to maintain consistency between PIM
                              information on desktop and on device
--------------------------------------------------------------------------------
Backup/Restore                Prevents loss of information if device is
                              lost or stolen and allows fast restoration of
                              information if required
--------------------------------------------------------------------------------
Application Loader            Provides an easy method of loading applications
                              on device.  Allows end users to add new
                              applications or update existing applications
--------------------------------------------------------------------------------

Messaging Functionality

Email Client

o     Message List - icons identify unread messages, read messages, priority
      messages, and outgoing message status (pending, sent, delivery
      confirmed).

o     GUI User Interface - Icon driven main menu

o     Message Compose - support for subject line and up to 50 To/CC/BCC
      addresses.

o     Attach contact information to messages - handheld users can wirelessly
      exchange entries in the address book on their handheld.

Enhanced Utilities

o     AutoText

      User-definable database of auto-replace phrases.

o     Auto-capitalization of sentences.

o     Message Search Facility - search messages by sender/from name, subject
      keyword(s), message keyword(s)

o     Saved Messages Folder - important messages can be stored in a separate
      folder for safekeeping.

Transport

o    Protocol - Message receipt and delivery relies on RIM's BlackBerry Service.

o    Compression - RIM's proprietary compression algorithm was designed for
     wireless messaging to provide high performance in a small footprint. This
     algorithm outperforms the V42bis standard for all message sizes and
     achieves approximately 2-to-1 compression on most average length text
     messages. Compression requires a gateway provided by the network provider
     which implements RIM's proprietary compression algorithm.

--------------------------------------------------------------------------------
Feature                       Benefit to Customer
--------------------------------------------------------------------------------
Standard                      Email Client Easy to learn and use. Includes the
                              email fields that users expect in an email client.
--------------------------------------------------------------------------------
AutoText                      Handles most capitalization and punctuation
                              automatically for fast and efficient message
                              composition.
--------------------------------------------------------------------------------
Message Search                Quickly and efficiently search through sent,
                              received and saved messages for keywords
--------------------------------------------------------------------------------
Wireless                      Email Compression Increases transmission speed and
                              reliability while reducing cost by allowing more
                              of the message to be sent in fewer packets
--------------------------------------------------------------------------------

<PAGE>

ISP Email Integration Software Functionality

ISP Email Mirroring

o     Operates with ISP's existing email accounts

o     The BlackBerry ISP Application Software uses "Push" architecture -
      messages are relayed to the BlackBerry Handheld as they arrive at the
      user's ISP account.

o     Messages sent from the BlackBerry Handheld appear to originate from the
      ISP account.

o     Messages sent from the BlackBerry Handheld are also copied to the ISP
      email inbox so the user has a complete record of email transactions made
      using the BlackBerry Handheld.  (These messages are not sent again to the
      handheld).


Web Based Filtering Engine

o     The user can set any number of filtering rules using a password
      protected personal web page. Each filter consists of criteria
      identifying which messages to act on and an action to perform on these
      messages.

o     The engine can filter messages based on the following criteria: sender(s)
      how addressed (To, CC, BCC) subject keyword(s) message keyword(s)
      important (high, low, normal)

o     If a message is matched, the following actions are available:

      forward the message to the handheld (i.e. the user can set the default
      action to hold all messages and set filters to let certain ones through)

      hold the message (i.e. if the default is forward all messages, the user
      can set filters to hold certain messages back)

      forward the message with high priority -on the handheld, these
      messages are marked with an exclamation and the user can turn
      notification off for all but these priority messages.

Web Based ISP Administration Tools

o     A password protected web site provides the ISP with management tools
      for users of the BlackBerry ISP Solution.

o     Add, delete and edit ISP users

o     Modify ISP user information

o     The web site provides information on the status of the BlackBerry
      Service as well as the wireless network (for troubleshooting purposes).

o     The ISP Administration Web Site also provides access to help files and
      BlackBerry ISP Solution service and support information.


--------------------------------------------------------------------------------
Feature                                 Benefit to Customer
--------------------------------------------------------------------------------
Messages are automatically "pushed"     View and reply to messages when it is
to the handheld as they arrive at       convenient.  Device is always up to
the ISP mailbox.                        date - no time wasted dialing in to
                                        find no new messages.
--------------------------------------------------------------------------------
Mirrors user's existing ISP             Same e-mail address as always. Messages
mailbox                                 appear sent from user's ISP account.
--------------------------------------------------------------------------------
Messages sent from the device are       User has complete record of all e-mail
copied to user's ISP account            sent
--------------------------------------------------------------------------------
User definable filtering ISP account.   The user can control the flow of
                                        messages to their handheld thereby
                                        reducing intrusiveness and airtime
                                        expense.
--------------------------------------------------------------------------------
Secure web site for user                ISP can easily add, modify and delete
administration                          users in addition to obtaining
                                        Blackberry Service information.
--------------------------------------------------------------------------------

                                      -??-