**TI
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**Software
      License Agreement by and between**


**Airbee
      Wireless, Inc. and Texas Instruments Incorporated**





This
      Software License Agreement (“Agreement”) is entered into by and between **Texas
      Instruments Incorporated,** a
      Delaware corporation having its principal place of business at 12500 TI
      Boulevard, Dallas, Texas 75243, USA (“ T1”), and **Airbee
      Wireless, Inc.,** having
      its principal place of business at 9400 Key West Avenue, Rockville, Maryland
      20850 ("Airbee"). This Agreement is effective as of earliest date both Parties
      have executed it ("Effective Date").




**WHEREAS,** Airbee
      and TI **** have
      had
      extensive discussions wherein it was defined to exchange technical information
      and provide TI development kits and modules to allow Airbee to port its 802.15.4
      MAC and ZigBee protocol stack to such TI MSP430 microcontrollers;
      and




**WHEREAS,** this
      no
      cost license applies only to the aforementioned microcontrollers;
      and




**WHEREAS,** effort
      has been expensed by the parties to effect such hardware and software
      integration;




**THEREFORE,** the
      combination of such technologies is expected to have material commercial benefit
      to the Parties and the terms herein define the business relationship of the
      Parties.




In
      consideration of the mutual promises thereby and herein contained and other
      good
      and valuable consideration, the receipt and sufficiency of which the Parties
      hereby acknowledge, the Parties hereto agree as follows:




**1.**  **Definitions**




When
      used
      in this Agreement, capitalized terms (in singular or plural form, as applicable)
      have the meanings as set forth in this Section 1 and elsewhere in this
      Agreement.




1.1  “Party”
      means either Texas Instruments Incorporated or Airbee Wireless,
      Inc.




1.2  “
      Parties” means Texas Instruments Incorporated and Airbee Wireless,
      Inc.




1.3  “Defect”
      shall mean an error in the Software that results in the Software not performing
      in some material respect according to the applicable
      Documentation.




1.4  “Deliverable”
      means any material in tangible or intangible form that is specified to be
      delivered by Airbee to TI under this Agreement, including: (a) any work of
      authorship, idea, procedure, process, system, method, concept. principle,
      discovery, invention, art, machine, manufacture, composition of matter,
      improvement, formula, pattern, device, compilation, information, list, article,
      code, matter, program, technique, apparatus, algorithm, design, circuitry,
      hardware, firmware, software, product, or data, regardless of whether patentable
      or copyrighted or neither; and (b) any portion, copy, and extract of such
      material, regardless of its media and any subsequent versions and such material,
      if any.





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1.5  “Documentation”
      means documentation (in hardcopy form or electronic form) related to the
      Software and updates to such documentation that Airbee makes
      available.





1.6  “Escrow
      Agreement” means an agreement entered into by the Parties and containing terms
      substantially similar to those in Exhibit A.





1.7  “Airbee
      Intellectual Property Rights” means all patents, patent applications,
      copyrights, trade secrets, and other intellectual property rights in all
      countries of the world that, during the terms of this Agreement, are owned
      by
      Airbee or licensed to Airbee with the right to grant sublicenses of the scope
      granted herein, if any.





1.8  “Airbee
      Source Code” means the human readable version of the Software, in printed or
      electronic form, which would enable a person reasonably skilled in computer
      programming and in possession of such version to use, modify, maintain and
      compile the Software.





1.9  “Licensed
      Products” means the Software and all related Documentation. The Licensed
      Products include computer programming code, any Software Updates and all
      enhancements and modifications thereto.





1.10  “Release
      Condition” means the same as it is defined in the Escrow Agreement.





1.11  “Software”
      means the Airbee-limited feature 4 node ZNS Lite software provided to TI in
      object format only and Software Updates.





1.12  "Software
      Updates" shall mean program updates (including cumulative updates containing
      corrections) and new system versions and releases containing enhancements and
      modifications to the Licensed Products provided by Airbee pursuant to this
      Agreement.





**2.**  **Relationship**





2.1  Relationship
      Managers .
      Each
      Party will designate a relationship manager. “ TI’s
      Relationship Manager ”
is
      Juan
      Alvarez ( j-alvarez4@ti.com ).
      “ Airbee’s
      Relationship Manager ”
is
      David McCartney ( dmccartney@airbeemail.com).
      A Party
      may substitute its relationship manager upon notice to the other
      Party.





2.2  Performance .
      The
      Parties will use commercially reasonable efforts to perform their respective
      activities under this Agreement in a professional and workmanlike manner,
      materially consistent with industry standards. Except as expressly stated in
      this Agreement, neither Party has any obligation to provide any services to
      the
      other Party.





**3.**  **License
      Grant**





3.1  Commencing
      as of the Effective Date and subject to the terms and conditions in this
      Agreement, Airbee grants to TI under all Airbee Intellectual Property Rights
      a
      non-exclusive, non-transferable (except under Section 14.2), fully paid-up,
      royalty-free, worldwide limited object code license to (i) use the Licensed
      Products; (ii) use the Documentation internally
      in connection with TI’s use of the Licensed Products; (iii) sublicense its
      rights under clauses (i) and (ii) of this Section 3.1; and (iv) distribute
      the
      Software to TI’s customers.


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3.2  Limited
      Support License .
      In the
      event a Release Condition occurs, commencing as of the date such Release
      Condition occurs, Airbee hereby grants to TI a non-exclusive, perpetual,
      irrevocable, sublicensable license to (i) use, copy, and make derivative works
      of the Airbee Source Code and Documentation (“Derivatives”) for the sole purpose
      of supporting the Licensed Products; and (ii) distribute, in object code form
      only, such Derivatives for the sole purpose of supporting the Licensed Products;
      and (iv) sublicense the use of the Documentation and such Derivatives for the
      sole purpose of supporting the Licensed Products.





**4.**  **Delivery
      and Escrow**





4.1  Within
      thirty (30) days of the Effective Date, Airbee will deliver the Licensed
      Products to TI. Airbee agrees to deliver all Documentation in
      English.





4.2  Airbee
      shall deposit a copy of the Airbee Source Code in escrow with a third party
      escrow agent according to the Escrow Agreement. The Escrow Agreement shall
      remain in effect during the term of this Agreement and for a period of twelve
      (12) months following this Agreement’s expiration or termination. The Parties
      shall execute the Escrow Agreement within thirty (30) days of the Effective
      Date.





**5.**  **Maintenance
      and Support**





5.1  Airbee
      shall make the Software available to TI and TI’s customers, at no cost to TI or
      TI’s customers, via download from the Airbee website.





5.2  Airbee
      shall provide web based technical support for the Software according to Airbee’s
      standard support policies.





5.3  At
      no
      cost to TI or TI’s customers, Airbee shall provide TI and TI’s customers with
      access to periodic Software Updates that Airbee makes available at no additional
      cost to Airbee’s other customers. Airbee shall provide such access via download
      from the Airbee website.





5.4  Airbee
      shall correct all documented Defects at no cost to TI or TI’s customers and will
      distribute such corrections in the form of Software Updates.





**6.**  **Confidential
      Information**




6.1  "Confidential
      Information" means any information that is disclosed under this Agreement by
      a
      Party ("Discloser") to the other Party ("Recipient") and: (a) if in tangible
      (including electronic) form, is marked "proprietary," "confidential," or with
      similar words; or (b) if disclosed orally, is identified at the time it is
      disclosed as Confidential Information and reduced to a written summary and
      delivered by Discloser to Recipient within thirty (30) days after the
      disclosure. The Parties agree that the terms of this Agreement are Confidential
      Information.




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Notwithstanding
      the immediately preceding paragraph, Confidential Information does not include
      any information that a Recipient proves:





6.1.1  was
      publicly known at the time it was disclosed or becomes publicly known or
      publicly available without the Recipient breaching this Agreement and without
      a
      breach of any confidentiality obligation;





6.1.2  was
      already rightfully known by the Recipient, prior to the Recipient’s receipt from
      Discloser, with neither an obligation of confidence nor a restriction on
      use;





6.1.3  is
      rightfully received by the Recipient from a non-party that has neither an
      obligation of confidence nor a restriction on use and without breach of another
      agreement or otherwise in violation of the Discloser’s rights; or





6.1.4  is
      independently developed by the Recipient without using any Confidential
      Information received from the Discloser and by the Recipient's employees or
      other agents who have not been exposed to the Discloser's Confidential
      Information, provided however that such independent development is reasonably
      evidenced by the Recipient’s written records.




6.2  Obligations .
      At all
      times during the term of this Agreement and continuing for a period of three
      (3)
      years after the return of all Confidential Information provided hereunder,
      the
      Parties hereby agree to:




6.2.1  Hold
      the
      other party’s Confidential Information in strict confidence and to use at least
      the same procedures and degree of care that it uses to prevent disclosure of
      its
      own confidential or proprietary information of like importance but in no
      instance less than reasonable care; and





6.2.2  Use
      and
      reproduce Confidential Information only for the purpose of performing permitted
      activities under this Agreement.





6.3  Exceptions .
      Notwithstanding the foregoing, disclosure by a Recipient of a Discloser’s
      Confidential Information is permitted, and the Recipient will not be liable
      to
      the Discloser, to the extent that such disclosure is required by a request
      or
      order of a governmental authority; provided however that the Recipient first
      provides sufficient advance notice to the Discloser in writing to allow the
      Discloser a reasonable opportunity to seek a protective order or otherwise
      prevent or limit such disclosure.





6.4  Unauthorized
      Use, Disclosure, or Reproduction .
      If a
      Recipient becomes aware of any unauthorized use, disclosure, or reproduction
      of
      the Discloser’s Confidential Information, then the Recipient will notify the
      Discloser in writing and take all reasonable actions to prevent any further
      unauthorized use, discloser, or reproduction and to mitigate the consequences
      of
      such unauthorized use, disclosure, or reproduction.




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6.5  Nothing
      contained in this Section 6 shall be construed as a license under any patent,
      copyright, trade secret, or other intellectual property right embodied in,
      or
      existing in, any Confidential Information disclosed by either Party under this
      Agreement.




**7.**  **Ownership
      and Intellectual Property**




7.1  TI
      agrees
      that any feedback, comments, suggestions, observations or ideas relating to
      the
      Licensed Products (“Feedback”) provided to Airbee by TI, shall be licensed to
      Airbee on a non-exclusive, perpetual, irrevocable, royalty free, fully paid
      up
      rights basis: (i) to make, have made, use, copy, modify and develop product
      incorporating Feedback; (ii) to perform or display, import, transmit,
      distribute, license, offer to sell, sell, lease, rent or lend copies of the
      Feedback; and (iii) to sublicense to third parties the aforementioned rights,
      including the right to sublicense to further third parties.




7.2  Subject
      to Section 3.2, TI shall not (i) reverse engineer any part of the Licensed
      Products or (ii) remove the patent, copyright, trade secret, trademark, or
      other
      proprietary protection legends or notices that appear on or in the Licensed
      Products.




**8.**  **Payments
      and Costs**




8.1  No
      Payments .
      The
      Parties acknowledge and agree that no payments are due to either Party under
      this Agreement.




8.2  Escrow
      Fees .
      TI
      shall pay any escrow fees incurred under the Escrow Agreement.




8.3  Other
      Costs .
      As
      between the Parties, except as expressly set forth in this Agreement, each
      Party
      is solely responsible for all equipment and other costs and expenses arising
      out
      of or in connection with such Party’s activities under this Agreement or its
      delivery or receipt of anything under this Agreement, including but not limited
      to costs and expenses for supplies, facilities, utilities, management,
      employees, travel, and non-party intellectual property rights.




8.4  Taxes .
      In the
      event that taxes are required by any U.S. (state or federal) or foreign
      government to be withheld on any payments made under this Agreement, the Party
      making such payment may deduct such taxes from the amount owed the other Party
      and pay them to the appropriate taxing authority. The Party making such payment
      shall in turn promptly secure and deliver to other Party an official receipt
      for
      any such taxes. The Parties agree to use all reasonable efforts to minimize
      such
      taxes to the extent permissible under applicable law. The fees referred to
      in
      this Agreement shall not be construed to include, and they do not include,
      local, state, or federal sales, use, excise, personal property, or other similar
      taxes or duties, and any such taxes or duties shall be assumed and paid for
      by
      either Party.




**9.**  **Legal
      Notices**




If
      Airbee
      receives any legal notice concerning a Deliverable (including, but not limited
      to the Licensed Products or Documentation), Airbee will promptly provide TI
      with
      written notice and provide a copy thereof.




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**10.
      Term and Termination**


10.1  Term .
        The
        term of this Agreement shall begin on the Effective Date and shall continue
        for
        three (3) years thereafter. At the expiration of the initial three (3) year
        period, this Agreement shall automatically renew for additional periods of
        one
        (1) year, unless Airbee notifies TI, in writing, not less than ninety (90)
        days
        prior to the expiration of the original three (3) year period or expiration
        of
        any renewal period, of its desire to terminate this Agreement
  10.2  Convenience .
        TI may
        terminate this Agreement in
        writing not less than ninety (90) days prior to the expiration of the original
        three (3) year period or expiration of any renewal period, of its desire
        to
        terminate this Agreement.
  10.3  Material
        Breach .
        If
        either Party defaults in its performance of any material obligation hereunder
        and if such default is not remedied within thirty (30) calendar days after
        the
        defaulting Party receives written notice thereof from the non-defaulting
        Party, then the
        non-defaulting Party may, in addition to any other remedies it may have,
        terminate this Agreement. If the default is not capable of cure (such as
        breach
        of confidentiality), however, and if such breach was not due to a Party’s
        willful or grossly negligent conduct, then the non-defaulting Party shall
        not be
        entitled to terminate this Agreement for the default if, after receipt of
        the
        above-referenced notice, the defaulting Party promptly and diligently ceases
        any
        further such default and takes all reasonable actions to minimize the effects
        of
        such default, including reimbursing the non-defaulting Party for any damages
        suffered as a direct result of such default.
  10.4  Effect
        of Termination .
        Subject
        to Section 3.2, all licenses granted hereunder shall be immediately revoked
        upon
        termination (except where Section 3.2 applies and notwithstanding all other
        contrary provisions of this Agreement), and all Licensed Products ,
        Documentation, and other Confidential Information of Airbee will be returned
        to
        Airbee within thirty (30) days of termination or, at TI’s option, destroyed and
        an affidavit supplied to Airbee certifying destruction. Upon termination,
        Airbee
        shall return to TI all Confidential information of TI within thirty (30)
        days of
        termination or, at Airbee’s option, Airbee shall destroy such Confidential
        Information and deliver to TI within thirty (30) days an affidavit certifying
        such destruction.
  10.5  Survival .
        The
        Parties agree that the following sections will survive any expiration or
        termination of this Agreement: 1 (Definitions), 3.2 (Limited Support License)
        (where applicable), 7 (Ownership and Intellectual Property), 8 (Payments
        and Costs ),
        9
        (Legal Notices), 10 (Term and Termination), 11 (Warranties and Disclaimers),
        12
        (Indemnification Waivers), 13 (Liability Limitations), and 14 (Miscellaneous).
        The obligations set forth in Section 7 (Confidential Information) will survive
        any expiration or termination of this Agreement for three (3) years after
        such
        expiration or termination. All other provisions that are not expressly listed
        in
        this Agreement as surviving termination (in whole or in part) will automatically
        terminate upon termination of this Agreement.
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  **11.
        Warranties and Disclaimers**
  11.1  Authority .
        Each
        Party represents and warrants that it has all right, power, and authority
        to
        enter into this Agreement.
  11.2  Airbee
        cannot guarantee the accuracy or completeness of the Licensed Products thereof,
        and provides the Licensed Products to TI’s customers on an “AS IS” and “AS
        AVAILABLE” basis. Airbee further disclaims liability for any error, defect, or
        anomaly in the Licensed Products caused directly or indirectly, in whole
        or in
        part, by TI’s customer download or installation of any part of the Licensed
        Products from the media supplied to TI’s customers by Airbee or its
        sublicensors.
  11.3  Airbee
        does not warrant that the functions contained in the Licensed Products will
        meet
        TI’s customer’s requirements or that the operation of the Licensed Products will
        be uninterrupted or error-free. Airbee shall have no responsibility for problems
        in the Licensed Products which are caused by alterations or modifications
        made
        by TI’s customers or a third party, arise out of the malfunction of TI’s
        customers’ equipment, or caused by other software products not licensed by
        Airbee. Airbee makes no warranty, express or implied, regarding any third
        party
        software or the adequacy or capacity of the third party software or hardware
        to
        attain some or all of the performance objectives of TI’s customers. THE LICENSED
        PRODUCTS ARE PROVIDED AND LICENSED “AS IS” AND USE OF THE LICENSED PRODUCTS IS
        AT TI’S AND TI’S CUSTOMERS’ RISK. AIRBEE EXPRESSLY DISCLAIMS ALL WARRANTIES,
        REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED OR STATUTORY,
        INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABLE QUALITY OR FITNESS
        FOR A PARTICULAR PURPOSE AND ANY WARRANTY THAT THE SOFTWARE IS DELIVERED
        FREE OF
        ANY THIRD PARTY CLAIMS BY WAY OF INFRINGEMENT OR OTHERWISE. AIRBEE DOES NOT
        WARRANT NOR MAKE ANY CONDITION OR REPRESENTATIONS THAT THE FUNCTIONS CONTAINED
        IN THE SOFTWARE WILL MEET THE REQUIREMENTS OF TI OR TI’S CUSTOMERS, THAT THE
        OPERATION OF THE LICENSED PRODUCTS WILL BE UNINTERRUPTED OR FREE OF DEFECTS
        OR
        VIRUS FREE OR THAT DEFECTS IN THE LICENSED PRODUCTS WILL BE CORRECTED. FURTHER,
        AIRBEE DOES NOT WARRANT OR MAKE ANY CONDITIONS OR REPRESENTATIONS REGARDING
        THE
        USE OR THE RESULTS OF THE USE OF THE LICENSED PRODUCTS IN TERMS OF ITS
        CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION
        OR ADVICE GIVEN BY AIRBEE OR OTHERS SHALL CREATE A WARRANTY, CONDITION OR
        REPRESENTATION OR IN ANYWAY EXTEND THE SCOPE OF THE “AS IS” PROVISION OF THE
        LICENSED PRODUCTS.
  11.4  AIRBEE
        WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE (i) CAUSED BY ERRORS OF OMISSIONS
        IN THE SYSTEM, (ii) RESULTING FROM ERRORS IN PACKAGING THE DATA CONTAINED
        IN THE
        SYSTEM, OR (iii) RESULTING FROM ANY USE OF THE SYSTEM INCLUDING ANY INDIRECT
        OR
        CONSEQUENTIAL DAMAGES.
  11.5  AIRBEE
        WILL HAVE NO LIABILITY WHATSOEVER FOR ANY PERIOD IN CASE TI HAS A WARRANTY
        AGAINST ITS END CUSTOMER.
  11.6  Services .
        Notwithstanding any provision to the contrary, Airbee represents and warrants
        that its services performed under Section 5 (Maintenance and Support) of
        this
        Agreement will be performed in a professional and workmanlike manner, materially
        consiste with industry standards.
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  **12.**  **Indemnification
        Waivers**
  12.1  Neither
        Party shall indemnify, defend or hold the other Party harmless from and against
        any loss, cost, damage, liability, or expense (including reasonable legal
        fees)
        suffered or
        incurred by such Party in connection with any U.S. patent or any copyright
        or
        other intellectual
        property infringement claim by any third party with respect to the Licensed Products.
  12.2  TI shall
        not be held responsible for unauthorized use of the firmware (executable
        code
        distributed in modules or for field upgrades) through illegal copying or
        by
        other means circumventing the code protection by third parties. TI shall
        not be
        liable to Airbee for its customers’ actions with regard to the Licensed
        Products.
  **13.**  **Liability
        Limitations**
  13.1   General
        Limitation .
        IN NO
        EVENT WILL EITHER PARTY, ITS CONTRACTORS,
        OR ITS NON-PARTY LICENSORS BE LIABLE UNDER THIS AGREEMENT FOR ANY SPECIAL,
        INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY
        KIND,
        EVEN IF SUCH PARTY WAS AWARE
        OF
        THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING FAILURE
        OF ESSENTIAL PURPOSE OF ANY REMEDY.
  13.2   Specific
        Limitation .
        IN NO
        EVENT SHALL EITHER PARTY’S AGGREGATE
        LIABILITY UNDER THIS AGREEMENT EXCEED FIVE-HUNDRED DOLLARS
        (US$500.00).
  **14.**  **Miscellaneous**
  14.1 Notices .
        All
        notices and other communications that are required or permitted under
        this Agreement shall: (a) be in writing: (b) reference this Agreement: (c)
        be
        hand delivered
        or sent in a postage-prepaid manner requiring a signed receipt, such as courier delivery
        or registered (or certified) mail, return receipt requested; and (d) unless
        expressly designated to the contrary elsewhere in this Agreement, be addressed
        as follows:
  *If
                  to Airbee:*
              *If
                  toTI:*Airbee
                  Wireless, Inc.
              Texas
                  Instruments Incorporated9400
                  Key West Avenue
              Mail
                  Station 3810Rockville,
                  Maryland 20850
              13532
                  North Central ExpresswayAttention:
                  David McCartney
              Dallas,
                  Texas 75243Attention:
                  Juan Alvarez*With
                  a copy to:*
              *With
                  a copy to:*Airbee
                  Wireless, Inc.
              Texas
                  Instruments Incorporated9400
                  Key West Avenue
              Mail
                  Station 725Rockville,
                  MD 20850
              12203
                  Southwest FreewayAttention:
                  Eugene Sharer
              Stafford,
                  Texas 77477, USAAttention:
                  Law Department
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  Notices
        shall be deemed effective upon receipt, or, if delivery is not accomplished
        by
        reason of some fault of the addressee, upon tender for delivery. Either Party
        may give written notice
        of
        a change of the above address(es), and, after such notice has been received,
        all
        notices and other communications shall be given to that Party at the new
        address.
  14.2 Assignment .
        Neither
        Party shall directly or indirectly sell, assign, transfer, delegate,
        convey, pledge, encumber or otherwise dispose of this Agreement, or any of
        the
        licenses, rights or duties under this Agreement, without prior written consent
        from the other Party,
        such consent not to be unreasonably withheld. This Agreement shall be binding
        upon and inure to the benefit of the Parties hereto, their successors, permitted
        assigns and transferees.
        Any assignment, transfer or attempted assignment or transfer in violation
        of
        this Section will be null and void.
  14.3 Waiver .
        The
        Parties agree that no provision of this Agreement will be deemed waived
        and no breach excused unless such waiver or excuse is in writing and signed
        by
        an authorized
        agent of the Party against whom enforcement of such waiver or excused breach
        is
        sought. No consent, waiver, or excuse by either Party, express or implied,
        shall
        constitute a subsequent consent, waiver, or excuse.
  14.4 Governing
        Law .
        This
        Agreement will be governed by and interpreted in accordance
        with the laws of the State of New York, without reference to conflict of
        laws
        principles. This Agreement shall not be governed by the United Nations
        Convention on Contracts for the International Sale of Goods, or by the Uniform
        Computer Information Transactions
        Act (UCITA), as may be enacted in any State in the United States.
  14.5 Headings .
        Titles
        and headings of paragraphs and sections within this Agreement
        are provided merely for convenience and do not affect in any way the meaning
        or construction
        of this Agreement.
  14.6 Enforceability .
        If a
        court of competent jurisdiction finds any portion of this Agreement to be
        invalid, illegal, or otherwise unenforceable, then such portion will be reformed
        or severed to the minimum extent necessary for this Agreement to be valid,
        legal, or otherwise
        enforceable, and this Agreement will remain in effect in accordance with
        its provisions
        as modified by ** such
        reformation or severance.
  14.7 Mutual
        Negotiations .
        Each
        provision of this Agreement will be fairly interpreted and construed in
        accordance with its provisions and without any strict interpretation or construction in favor of or against either Party.
  14.8 Independent
        Contractors .
        The
        Parties are independent contractors and neither Party
        is
        an employee, agent, master, servant, representative, partner, franchisor,
        or
        joint venturer
        of the other Party. Neither Party has the right or authority to bind the
        other
        Party to any agreement with a non-party
        or incur any obligation or liability on behalf of the other Party without
        that
        other Party’s prior written consent. Subject to the terms and conditions of this
        Agreement, neither Party will have direction or control over the other Party
        or
        any person employed or contracted by the other Party. Each Party agrees that
        the
        other Party will establish its working hours and work environment, as well
        as
        its specific strategies, actions, and methodologies for performing its
        activities under this Agreement.
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  14.9 Freedom
        of Action .
        Except
        as expressly provided to the contrary herein and to the extent it would conflict
        with a Party’s obligations hereunder, **** this
        Agreement does not restrict either Party from: (a) entering into or having
        similar agreements with non-parties, (b) doing any activity in relation to
        competitive products and services, including but not limited to designing,
        developing, manufacturing, acquiring, advertising, marketing, selling,
        distributing, licensing, sublicensing, or using competitive products and
        services, and (c) conducting its business in any manner it chooses.
  14.10 Entire
        Agreement .
        The
        terms and conditions of this Agreement, including its Schedules, merge and
        supersede all prior agreements, understandings, negotiations and discussions
        regarding the subject matter hereof. No amendments or modifications to this
        Agreement shall be effective unless in writing and signed by the authorized
        representatives of both parties. These ** terms
        and
        conditions will prevail notwithstanding any different, conflicting or additional
        terms and conditions that may appear on any purchase order, acknowledgment
        or
        other writing not expressly incorporated into this Agreement. The section
        headings contained in this Agreement are for reference purposes only and
        shall
        not affect in any way the meaning or interpretation of this
        Agreement.
  This
        Agreement may be executed in counterparts; each of which shall be deemed
        an
        original but both of which together shall construe one and the same instrument.
        A faxed signature shall have the same legally binding effect as an original
        signature.
  By
        signing below, each Party acknowledges that it has read and understands this
        Agreement and agrees that this Agreement is in full force and effect for
        all
        purposes stated herein as of the Effective Date.
  **Texas
                  Instruments Incorporated**
              
              
              **Airbee
                  Wireless, Inc.**By: 
                  rodtrautman photo
              
              
              By: 
                eugene photoName:
                  Rod Trautman
              
              
              Name:
                  E. Eugene SharerTitle:****General
                  Manager, Advanced
                  Embedded Controls
              
              
              Title:
                  President & Chief Operating OfficerDate:
                  7/20/05
              
              
              Date:
                  7/13/2005
  **Schedules
        Attached:**
  ***Exhibit
        A:*** **Escrow
        Agreement**
 
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