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                                                                   EXHIBIT 10.10



                                SUPPLY AGREEMENT

        This Supply Agreement ("Agreement") is being entered into and is
effective as of March 31, 2000 (the "Effective Date"), by and between NOVATEL
WIRELESS, INC., a Delaware corporation ("Novatel Wireless" or "Seller"), having
its principal place of business at 9360 Towne Centre Drive, San Diego,
California 92121 and Hewlett-Packard Company, a Delaware corporation
("Hewlett-Packard" or "Buyer"), having its principal place of business at 3000
Hanover Street, Palo Alto, California 94304.

        WHEREAS, Seller is engaged in, among other things, the development and
manufacture of wireless modem cradles ("Modems");

        WHEREAS, Buyer desires to purchase certain quantities of Modems from
Seller, and Seller is willing to supply such quantities of Modems to Buyer,
subject to the terms and conditions of this Agreement;

        NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants set forth below, the parties agree as follows:

1.      SALE AND PURCHASE OF PRODUCTS.

        1.1 Sale and Purchase. Buyer shall purchase from Seller, and Seller
shall supply to Buyer *** Modems in accord with the specifications set forth in
Annex B (the "Product Specifications").

        1.2 Price and Payments.

            1.2.1 Buyer shall make payments due to Seller for Modems either
directly to Seller or to such bank as Seller may designate in writing. Order
payment terms are Net 30 Days.

            1.2.2 Buyer shall pay in accordance with the terms set forth in
Annex D ("Purchase Price and Volume Commitments") per unit for each Modem.

        1.3 Modems. The price per unit as set forth above includes the finished
product modem, installation and configuration software on CD ROM, AC adapter,
display packaging and user documentation.

        1.4 Shipment and Forecast. Buyer shall order and Seller shall deliver to
Buyer the Modems set forth in Section 1.1 in accord with the delivery schedule
attached set forth in Annex C ("Forecast and Delivery Schedules").

        1.5 Delivery. Seller shall deliver the Modems sold to Buyer in accord
with the delivery schedule set forth in Annex C. The Modems shall be shipped
f.o.b. shipping point from the Seller's manufacturing site.

        1.6 Warranties. Acceptance of a Modem shall not relieve Seller from its
obligations thereunder with respect to warranties under Section 6 below.


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  the Commission. Confidential treatment has been requested with respect to the
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        1.7 Title; Risk of Loss. Title to and risk of loss in Modems covered by
this Agreement shall pass to Buyer at such time Seller ships the Modems.

        1.8 Taxes. The prices of all Modems hereunder include all taxes, duties
and excise which are directly imposed on the Modems. Notwithstanding the
foregoing, Buyer shall bear the responsibility for any taxes or duties imposed
on Modems in any other country or state of destination, including without
limitation, taxes imposed on the sale by Buyer of a product that includes Seller
products.

        1.9 Preferred Supplier Status. For the term of this Agreement, Seller
shall have the right of first refusal as a supplier with respect to any wireless
data modem project initiated by the Hewlett-Packard Wireless and Internet
Services Division.

2.      TRADEMARKS.

        2.1 Seller's Trademarks.

            2.1.1 Buyer shall not use the trademark "Novatel" or "Novatel
Wireless" or any other trademark owned by Seller or any mark confusingly similar
thereto without the prior written consent of Seller in each instance.
Notwithstanding the foregoing, Buyer shall be entitled to use the trademark
"Novatel" or "Novatel Wireless" or any other trademark owned by Seller in
association with the Modems, but such use shall be in strict accord with the
latest (most recent) version of Seller's Trademark Style Guide as provided by
Seller to Buyer.

            2.1.2 Buyer shall not use the Seller's trademark or any other
trademark owned by Seller or any mark confusingly similar thereto without the
prior written consent of Seller in each instance.

            2.1.3 Buyer acknowledges Seller's sole ownership and exclusive
right, title and interest in and to the use of each of its trademarks, and that
any use of any of the trademarks of Seller will inure solely to the benefit of
Seller. Buyer shall not acquire any right to or under any of Seller's
trademarks. Nothing contained herein shall in any way limit Seller's rights
under its patents or licensing agreements or grant Buyer any rights under such
patents or licensing agreements.

            2.1.4 License to the Documentation. Solely for purposes as required
in accordance with this Agreement, Seller hereby grants to Buyer, under Seller"s
intellectual property rights, a non-exclusive, worldwide license to use,
reproduce and display the appropriate Documentation for the Modems.

        2.2 Buyer's Trademarks.

            2.2.1 Trademarks. Neither party is granted any ownership in or
            license to the trademarks, marks or trade names (collectively,
            "Marks") of the other party. Seller's use of Buyer's Marks shall be
            in accordance with the latest (most recent) Buyer's Trademark
            guidelines as provided by Buyer to Seller.



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            2.2.2 Seller shall not use the Buyer's trademark or any other
            trademark owned by Buyer or any mark confusingly similar thereto
            without the prior written consent of Buyer in each instance.

            2.2.3 Seller acknowledges Buyer's sole ownership and exclusive
            right, title and interest in and to the use of each of its
            trademarks, and that any use of any of the trademarks of Buyer will
            inure solely to the benefit of Buyer. Seller shall not acquire any
            right to or under any of Buyer's trademarks. Nothing contained
            herein shall in any way limit Buyer's rights under its patents or
            licensing agreements or grant Seller any rights under such patents
            or licensing agreements.

        2.3 Co-Branding. Buyer and Seller agree that the Modems manufactured and
sold under this Agreement shall be co-branded with the trademarks of both Buyer
and Seller. Buyer and Seller agree to reasonably cooperate with one another in
developing an appropriate co-branding strategy.


3.      KNOW-HOW AND SUPPORT.

        Seller shall provide Level II and Level III Technical Support (as set
forth in Annex A ("Technical Support")), and training to Buyer's designated
service technicians to enable Buyer to provide Level I Support and engineering
support at Buyer's facilities to enable Buyer to support the Modems, including
the details of modem functionality and design required for detection and
correction of bugs or failures. The parties hereto acknowledge and agree that
Seller shall not provide direct end-user support to any end-user on its own
behalf or on behalf of Buyer (Level I Technical Support). Seller will provide
technical support during the term of this Agreement in accordance with the terms
of this Agreement, except that Seller shall not be obligated to provide support
for any change in Seller's specifications of the Modems as set forth in Annex B
(the "Product Specifications") requested by the Buyer to the extent that this
change proposed by Buyer is not incorporated into the standard Modems sold by
Seller.

4.      REPRESENTATION, WARRANTY and indemnification.

        4.1 Seller represents and warrants that no additional Federal Trade
Commission certification or CDPD carrier certification or other governmental
certification is required for the Modems. If either certification becomes
necessary for the sale of the Modems, Seller shall immediately stop delivery of
the Modems. Seller shall make the necessary changes to certify the Modems and
all previously delivered Modems shall be retrofitted to meet the certified
configuration.

        4.2 Seller also represents and warrants that it is entitled to enter
into this Supply Agreement and that Seller's performance according to the terms
of this Supply Agreement shall not violate any other agreement to which Seller
is a party. Seller shall, at its sole cost and expense, indemnify, defend and
hold Buyer harmless from and against any claims, demands, liability or suit,
including costs and expenses, for or by reason of any actual or alleged breach
of this warranty in this Section 4.2.




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        4.3 General Indemnity. Seller agrees to indemnify and hold Buyer
harmless of and from any and all loss, cost, claim, liability, suit, judgment or
expense, including reasonable attorneys' fees, arising out of any breach of the
above described warranties.

        4.4 No Infringement. Seller warrants that the computer software provided
by Seller with the Modems to Buyer (the "Program"), and accompanying
Documentation, referred to in this Agreement do not violate or infringe any
patent, copyright, trademark, trade secret or other proprietary right of any
third party and that Seller is not aware of any facts upon which such a claim
for infringement could be based.

        4.5 Infringement Indemnity.

            (a) Seller will defend any claim, suit, or proceeding brought
against Buyer or its customers insofar as it is based on a claim that the
Program or Documentation, or any part thereof, furnished by Seller under this
Agreement constitutes an infringement of any third party's patent, copyright,
trademark, trade name, other proprietary right, or unauthorized trade secret
use; provided that Seller is notified promptly in writing of such claim, and
given authority, information and assistance (at Seller's expense) to handle the
claim or the defense of any suit or proceeding. Seller agrees to pay damages and
costs awarded therein against Buyer and its customers but only to the extent
such damages and costs are directly attributable to infringement caused by the
Program or Documentation which is provided by Buyer to Seller. Notwithstanding
the foregoing, Seller's total liability under this Section shall not exceed the
total amounts actually paid by Buyer to Seller under this Supply Agreement.

            (b) In case any Program or Documentation or any part thereof in such
suit is held to constitute an infringement and its use is enjoined, Seller
shall, at its own expense and at its option (i) procure for Buyer and its
customers the right to continue use, or (ii) if applicable, replace the same
with a noninfringing program and documentation of substantially equivalent
function and performance, or (iii) modify them so they become noninfringing
without detracting substantially from function or performance.

            (c) Notwithstanding the foregoing, Seller shall have no
responsibility for claims arising from (i) unauthorized modifications of the
Program made by Buyer or its customers if such claim would not have arisen but
for such modifications, or (ii) unauthorized combination or use of the Program
with products not contemplated herein if such claim would not have arisen but
for such combination or use.


5.      TERM; TERMINATION; RIGHTS AND OBLIGATIONS UPON TERMINATION.

        5.1 Except as otherwise provided for herein, the term of this Agreement
shall be for the period set forth on Annex D, unless terminated earlier by
either party pursuant to the provisions of this Section 5 or extended by mutual
written agreement of the parties.

        5.2 Notwithstanding the foregoing, the following provisions shall
continue in effect after termination of this Agreement in accordance with their
terms:




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            (a) All payment provisions to the extent unpaid at the time of
termination shall be paid in accordance with the terms of this Agreement.

            (b) All warranties specified in the Agreement.

            (c) Sections 2.1 and 2.2 (Trademarks).

            (d) Section 5.6 (Commitment Termination Event).

            (e) Sections 9.1 and 9.2 (Confidentiality and Advertising).

            (f) Section 9.3 (Confidential Information).

            (g) Section 9.8 (Applicable Law).

        5.3 Buyer's Right to Terminate. Buyer shall have the right, by providing
Seller with thirty (30) days' prior written notice, to terminate this Agreement
upon the occurrence of any of the following events, any one of which shall be
considered a "Seller Default":

            (a) Seller discontinues the Modems;

            (b) Seller is adjudged bankrupt;

            (c) Seller files a voluntary petition in bankruptcy or liquidation
or for the appointment of a receiver;

            (d) Filing of an involuntary petition to have Seller declared
bankrupt, or subject to receivership, provided that such petition is not vacated
or set aside within ninety (90) days from the date of filing;

            (e) The execution by Seller of any assignment for the benefit of
creditors; or

            (f) Seller breaches any material provision of this Agreement and
fails to cure such material breach within thirty (30) days from receipt of
written notice describing the breach.

            (g) Seller, after receiving written notice from Buyer, fails to make
product deliveries as provided in this Agreement, unless such failure is cured
within thirty (30) days of Seller receiving such written notice from Buyer.

        5.4 Seller's Right to Terminate. Seller shall have the right, by
providing Buyer with thirty (30) days' prior written notice, to terminate this
Agreement upon the occurrence of any of the following events, any one of which
shall be considered a "Buyer Default":

            (a) Buyer fails to make payments as provided in this Agreement,
unless such failure is cured within thirty (30) days from receipt of written
demand for such payment. Any late payments shall bear interest at the annual
rate of ***;

            (b) Buyer is adjudged bankrupt;


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  the Commission. Confidential treatment has been requested with respect to the
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            (c) Buyer files a voluntary petition in bankruptcy or liquidation or
for the appointment of a receiver;

            (d) Filing of an involuntary petition to have Buyer declared
bankrupt, or subject to receivership, provided that such petition is not vacated
or set aside within ninety (90) days from the date of filing;

            (e) The execution by Buyer of any assignment for the benefit of
creditors; or

            (f) Buyer breaches any material provision of this Agreement and
fails to cure such material breach within thirty (30) days from receipt of
written notice describing the breach.

        5.5 Remedy Upon Default. In the event that this Agreement is terminated
pursuant to Section 5.3 or 5.4 above, both parties shall have the right to
exercise any and all rights surviving such termination pursuant to Section 5.2.

        5.6 Commitment Termination Event. In the event of a Commitment
Termination Event, Buyer shall, as soon as practicable and in no event later
than five (5) days after the occurrence of such Commitment Termination Event,
pay Seller, ***. Seller agrees to use commercially reasonable efforts to dispose
of or otherwise use excess finished product in an effort to reduce any residual
amount owed to Seller. "Commitment Termination Event" means (i) the failure by
Buyer to purchase Modems in the amounts set forth in Section 1.1 ("Sale and
Purchase") hereof pursuant to the schedule of payment and delivery set forth in
the Delivery Schedule (Annex C); (ii) termination of this Agreement by Buyer for
any reason whatsoever other than pursuant to an uncured material breach by
Seller; (iii) any uncured material breach by Buyer of any representation,
covenant or agreement on the part of Buyer set forth in this Agreement, and
subsequent termination of this Agreement by Seller for such breach. ***

6.      PRODUCT WARRANTY.

        6.1 Product Warranty. The following Sections 6.l through 6.6 refer only
to Product Warranty.

            (a) Seller warrants that all Modems, including components thereof,
to be delivered hereunder, will conform substantially to the Product
Specifications and be free from defects in material and workmanship. The
foregoing warranty is given provided Buyer gives written notice of any defect,
deficiency or non-conformance of any Modem, or parts thereof, within: (i) ***
from the purchase date by the end-user/consumer (the "Warranty Period"). Seller
shall, at no cost to Buyer, and within the "Turn-Around Time" as defined in
Section 6.2(a) below, repair or furnish replacements for all such defective,
deficient or non-conforming items or parts thereof; provided, however, the
Modems have been maintained in accordance with Seller's specifications and have
not been modified by any party other than Seller except as expressly permitted
by Seller in writing.

            (b) The foregoing warranties do not extend to:

                (i) defects, errors or nonconformities in a Modem due to
accident, abuse, misuse or negligent use of such Modem or use in other than a
normal and customary


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manner, environmental conditions not conforming to Seller's specifications, or
failure to follow prescribed operating maintenance procedures;

                (ii) defects, errors or nonconformities in the Modem due to
modifications, alterations, additions or changes in the Modem not made or
authorized to be made by Seller in writing;

                (iii) normal wear and tear; or

                (iv) damage caused by force of nature or act of any third party.

        6.2 Turn-Around Time.

            (a) "Turn-Around Time" for the purposes of this Section 6 means ***
from the date on which such defective item, or defective or non-conforming part
thereof, is furnished to Seller, for repair or replacement until the date on
which such replaced or repaired item is returned to Buyer.

            (b) Seller shall bear air shipment costs of the deficient, repaired
or replaced item as well as the risk or loss or damage to the item or its
replacement throughout the period between the shipment of the defective item and
the receipt of the repaired or replaced item. Repaired or replaced items shall
be subject to the warranty provided on the original finished product only (the
time during which Seller repairs or replaces the item shall not be considered as
part of the Warranty Period), in accordance with this Section 6. Notwithstanding
the foregoing, Buyer shall bear all expenses if no fault on the part of Seller
was found in the items returned for repair or replacement.

        6.3 Inspection; Acceptance. This warranty shall survive inspection,
acceptance or payments by Buyer and is provided for the sole and exclusive
benefit of Buyer and shall not extend to any third party, including without
limitation, any reseller or end-user.

        6.4 Exclusive Remedy. The warranty granted in this Section 6 sets forth
Buyer's sole and exclusive remedy and Seller's sole and exclusive liability for
any claim of warranty for any product delivered by Seller.

        6.5 No Authority. Buyer acknowledges that it is not authorized to make
any warranty or representation on behalf of Seller or its suppliers regarding
the Modems, whether express or implied, other than the warranty terms set forth
in this Section 6.

        6.6 Year 2000 Compliance. Novatel Wireless hereby warrants that the
Software included as part of the overall product is Year 2000 Compliant; "Year
2000 Compliant" shall be defined as having the capability to (i) correctly
process date field dependent logic to accurately process and utilize any date
prior to and any date after December 31, 1999; and (ii) store and represent
dates in a manner which enables the user to easily identify or use the century
portion of any date fields without any special processing.


* Certain information on this page has been omitted and filed separately with
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  omitted portions.


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        6.7 No Other Warranty. THE WARRANTY MADE UNDER THIS SECTION 6 IS
EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.

7.      LIMITATION OF LIABILITY.

        SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL,
INDIRECT OR PUNITIVE DAMAGES (INCLUDING LOST REVENUES OR PROFITS) OF ANY KIND
DUE TO ANY CAUSE, REGARDLESS OF WHETHER SELLER HAS BEEN ADVISED OR IS AWARE OF
THE POSSIBILITY OF SUCH DAMAGES.

8.      FORCE MAJEURE.

        8.1 Events of Force Majeure. Neither party shall be liable for a default
or delay in the performance under this Agreement if and to the extent such
default or delay is caused, directly or indirectly, by (i) fire, flood, natural
disturbances or other acts of God; (ii) any outbreak or escalation of
hostilities, war, civil commotion, riot or insurrection; (iii) any act or
omission of the other party or any governmental authority or (iv) any other
similar causes beyond the control of such party that arise without the fault or
negligence of such party. Any delay resulting from such events shall be referred
to herein as a "Force Majeure," shall not constitute a default by such party
under this Agreement and shall entitle the delayed party to a corresponding
extension of its delayed obligation. The party whose performance will be delayed
by such events will use its best efforts to notify the other party within three
(3) days after delayed party becomes aware of such event, as well as the
cessation thereof.

        8.2 Subcontractor's Default. Any delays in performance by Seller's
subcontractors or suppliers shall be deemed excusable delays with respect to
Seller only if (i) such subcontractor's non-performance is caused by Force
Majeure and (ii) Seller could not have obtained the supplies or services of such
subcontractor from other sources in sufficient time and on customary terms to
prevent interruption of Seller's performance of this Agreement.

        8.3 Termination.

            (a) If Force Majeure results in a delay to make any scheduled
delivery under this Agreement by more than sixty (60) days, Buyer may terminate
this Agreement in whole or in part and such termination shall not be deemed a
breach of this Agreement.

            (b) If Buyer does not terminate within such sixty (60) day period,
and the Force Majeure prevails for further forty-five (45) days, Buyer may
terminate this Agreement, but it shall have no right to claim damages from
Seller for breach of the Agreement. The foregoing expresses Buyer's sole remedy
and Seller's sole liability for such termination resulting from Force Majeure.




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9.      MISCELLANEOUS.

        9.1 Confidentiality of Agreement; Permitted Disclosures. Throughout the
term of this Agreement, each party agrees that the terms of this Agreement shall
be kept confidential. No disclosure of the identity of Buyer's customers or
end-users or other information concerning this Agreement shall be released by
Seller without the prior written consent of Buyer except in Seller's or Buyer's
communication with its respective shareholders, investors or potential
investors.

        9.2 Required Disclosures; Advertising. Notwithstanding Section 9.1
above:

            (a) Each party may divulge information hereunder as is reasonably
required for the performance of the Agreement or as is required by law; and

            (b) Each party shall have the right to list the other party as a
customer or supplier (as the case may be) in its advertising material.

        9.3 Confidential Information.

            (a) In performance of this Agreement, it may be necessary or
desirable for either party to disclose to the other certain business and/or
technical information which the disclosing party regards as proprietary and
confidential (the "Confidential Information"). Any Confidential Information
disclosed shall be reduced to writing and provided to the other party within
twenty (20) days after it was first disclosed. The disclosing party shall make
commercially reasonable efforts to mark all tangible embodiments of Confidential
Information with an appropriate confidentiality legend. Each of the parties
hereto agree that it shall (i) not make use of or disclose the Confidential
Information for any purpose whatsoever at any time, other than for the purposes
of this Agreement and (ii) limit access to the Confidential Information of the
other party to its employees and contractors who shall be advised of and agree
to be subject to the terms of this Section 9.3.

            (b) Nothing herein shall be construed as granting to either party,
by implication, estoppel or otherwise, any right, title or interest in, or any
license under, any patent or Confidential Information.

            (c) Items shall not be considered Confidential Information if such
information was (i) available to the public other than by a breach of an
agreement with the disclosing party; (ii) rightfully received from a third party
not in breach of any obligation of confidentiality; (iii) independently
developed by one party without access to the Confidential Information of the
other; (iv) known to the recipient at the time of disclosure; or (v) produced in
compliance with applicable law or a court order, provided that other party is
given reasonable notice of such law or order and an opportunity to attempt to
preclude or limit such production.

        9.4 Severability. If any provision of this Agreement shall be held
illegal or unenforceable, that provision shall be limited or eliminated to the
minimum extent necessary so that this Agreement shall otherwise remain in full
force and effect and enforceable.




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        9.5 Assignment. Neither Seller nor Buyer may assign this Agreement in
whole or in part, or any rights hereunder without the prior written consent of
the other, except to (i) a wholly-owned subsidiary of such party, (ii) a
successor in interest of all or substantially all of such party's assets or
business or (iii) a bank trust company or other financial institution for money
due or to become due under this Agreement. In the event of any assignment, the
assigning party shall promptly supply the other party with two (2) copies of
such assignment and, in the instance of an assignment pursuant to this Section
9.5, shall indicate on each invoice to whom payment is to be made. In the event
of any assignment pursuant to this Section 9.5, the assigning party also shall
provide a written guarantee by such party of the obligations assigned to such
party's subsidiary.

        9.6 Relations of the Parties. Nothing in this Agreement shall be
construed as creating relationship of principal and agent or of employer and
employee between the parties. Furthermore, nothing in this Agreement is intended
to constitute, create, give effect to or otherwise contemplate a joint venture,
partnership or formal business entity of any kind. The rights and obligations of
the parties with respect to this Agreement shall not be construed as providing
for sharing of profits or losses arising out of the effort of either of the
parties. The parties shall not incur any liability on behalf of the other.

        9.7 Waiver. No waiver by either Seller or Buyer of any breach of this
Agreement shall be held to be a waiver of any other subsequent breach. No waiver
or time extension given by either Seller or Buyer shall have effect unless made
expressly and in writing.

        9.8 Applicable Law. This Agreement and all matters regarding the
interpretation and/or enforcement hereof shall be governed exclusively by the
law of the State of California without reference to its choice of law rules.

        9.9 Entire Agreement. This Agreement constitutes the entire agreement
between the parties, supersedes and cancels any previous understandings or
agreements between all the parties relating to the provisions hereof, and
expresses the complete and final understanding of the parties in respect
thereto. This Agreement may not be changed, modified, amended or supplemented
except by a written instrument signed by the parties.

        9.10 Notices. Any notice contemplated by or made pursuant to this
Agreement shall be in writing and shall be deemed delivered on the date of
delivery if delivered personally or by commercial overnight courier with
tracking capabilities or by fax, or five (5) days after mailing if placed in the
mail, postage prepaid, registered or certified mail, return receipt requested,
addressed to Buyer or Seller (as the case may be) as follows:

                    Seller:     Novatel Wireless, Inc.
                                9360 Towne Centre Drive
                                Suite 110
                                San Diego, CA  92121
                                Attn:  Bruce Gray, Vice President of Sales
                                and Marketing




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                     Buyer:      Hewlett-Packard Company
                                 3000 Hanover Street
                                 Palo Alto, CA 94304
                                 Attn:  General Counsel

or such other address as each party may designate for itself by notice given in
accordance with this Section 9.10.

        9.11 Headings. The headings in this Agreement are for convenience only
and shall not be regarded in the interpretation hereof.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of the Effective Date written above.



                           SELLER: NOVATEL WIRELESS, INC.



                           By: _______________________________________________
                               Name: Bruce Gray
                               Title: Vice President of Sales and Marketing


                           BUYER:  HEWLETT-PACKARD COMPANY



                           By: _______________________________________________
                               Name:
                               Title:



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ANNEX A; TECHNICAL SUPPORT


Technical Support for the H.P. Jornada 540 series modem cradle Product delivered
to Hewlett Packard customers will be managed via a three-tier Technical Support
infrastructure and process as follows:


LEVEL ONE TECHNICAL SUPPORT

        Level one Technical Support will be provided by Hewlett Packard to their
        direct and indirect customers. Level one support is defined as calls*
        originating from Hewlett Packard customers, resellers or distributors
        regarding H.P. Jornada 540 series modem cradle products including but
        not limited to pre and post sale inquiries concerning the basic
        operation of the hardware and software, functionality, interoperability
        and capabilities of those products and services.


        For calls regarding the H.P. Jornada 540 series modem cradle products,
        Hewlett Packard will make every attempt to answer customer questions and
        resolve issues using available tools, documentation, test equipment and
        other materials used to support the H.P. Jornada 540 series modem cradle
        products (see training section below). If the customer question/issue
        regarding the H.P. Jornada 540 series modem cradle product cannot be
        resolved by Hewlett Packard support personnel to the customers'
        satisfaction, the issue will be forwarded to Seller level two Technical
        Support for further investigation and resolution.


        *Calls include phone calls, e-mail, web-based inquiries, faxes and
        letters.



LEVEL TWO TECHNICAL SUPPORT

    Level two Technical Support will be provided by Seller support staff
    directly to Hewlett Packard level one support personnel to assist in the
    resolution of open customer issues that have not been resolved to Hewlett
    Packard customers satisfaction during a level one support call. Hewlett
    Packard will have direct access to designated support staff within the
    Seller support organization for this purpose. A direct line of communication
    between the two organizations will be established and Seller support
    technicians will be available during normal Hewlett Packard Technical
    Support operation hours to assist in resolution of customer problems. Seller
    support engineering will work directly with Hewlett Packard support staff to
    resolve issues and answer questions, this may require Hewlett Packard
    support staff to gather additional information and provide system
    information or test results back to Seller





<PAGE>   13

    support staff to aid in the definition and resolution of the problem It will
    be Hewlett Packard support staff's responsibility to communicate directly
    with the end-user customer. Problems that are not resolved WITHIN 72 HOURS
    or problems that are flagged as sensitive/mission critical will be escalated
    to level three Technical Support for final resolution.


LEVEL THREE TECHNICAL SUPPORT (ESCALATION)

    Level three Technical Support will be provided by Seller support and system
    engineering staff to resolve issues that cannot be satisfactorily resolved
    by level one and level two support personnel. Level three support will
    handle all Hewlett Packard product escalations issues including unresolved
    support calls and will work directly with Seller engineering staff to
    resolve those issues.



TECHNICAL SUPPORT TRAINING

    Technical Support training and documentation for the H.P. Jornada 540 series
    modem cradle will be provided to Hewlett Packard level one support staff by
    Seller. Hewlett Packard support staff will receive training on the general
    use, functionality, operation and compatibility of the Seller H.P. Jornada
    540 series modem cradle products. In addition all support related
    documentation, training materials, notes, FAQ's, and web based support
    materials will be made available to Hewlett Packard for their use in
    supporting these products.


<PAGE>   14

ANNEX B; PRODUCT SPECIFICATIONS

HARDWARE AND SOFTWARE DESCRIPTIONS


TOPCAT POCKET PC MODEM CRADLE PRODUCT DESCRIPTION

This product is a "cradle" or "sled" module that will fit the form factor of the
TopCat Pocket PC providing wireless connectivity. The modem will connect via a
serial port interface and will have a form factor that fits a small area on the
back of the Pocket PC device. A rechargeable Lithium Ion battery will power the
modem and provide battery life of between 6 - 8 hours of average use. This
battery will be charged with an external AC adapter.


PRODUCT FEATURES DESCRIPTION

-       GSM/GPRS version: Dual band (900/1800Mhz)GSM data transmission at
        9600bps (optional 900/1900Mhz available)

-       GSM/GPRS version: GPRS support with high speed data transmission

-       CDPD version: Compliant with the CDPD Part 409 specifications.

-       GSM/GPRS versions: Short messaging (SMS) send and receive

-       GSM/GPRS versions: Automatic message polling

-       GSM/GPRS versions: Buzzer and/or vibrating alarm functionality

-       Stand-alone charging mechanism for Cradle

-       LED Status indication

-       Minimal battery requirement: 90h stand-by time or 1.5 hours online time.

-       GSM/GPRS versions: PIN Protection

-       Power switched by the Pocket PC

-       Software Tools

-       Pre-packaged Applications for Email and Web-browsing

-       Desktop/Laptop synchronization software


FEATURE SET DETAILS

***


*Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the
omitted portions.

<PAGE>   15

***

***

***

***

***

***


*Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the
omitted portions.




<PAGE>   16

***

***

***

***

***

***

***

***

***


*Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the
omitted portions.

<PAGE>   17

***


***


***


HARDWARE SPECIFICATIONS

        ***



HARDWARE SPECIFICATION DETAILS

***


***


*Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the
omitted portions.
<PAGE>   18

***

***

***

***

***


*Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the
omitted portions.
<PAGE>   19

3.  INDUSTRIAL DESIGN

***




Overview:

        This is a Type II PC Card based on GSM GPRS specifications and designed
        to work with a Windows laptop or handheld PC. It is wireless modem based
        on digital packet technology and allows high-speed data communication on
        a world recognized wireless standard.

Features:

        -  900/1900 operation in a North American GSM environment, 900/1800
           operation in European and Asian GSM environments.

        -  has support for circuit switched operation to allow coverage in areas
           where advanced features of GPRS have not yet been rolled out

        -  capable of power output at 1 watt.

        -  size is compatible with Type II PC Card (PCMCIA)

        -  GPRS technology allows for over the air download of data at 56Kbps
           nominally in MS10 mode of operation and upload at 28Kbps

        -  SIM card features and proven security are the same as for standard
           GSM products with the SIM card itself being supplied by the carrier
           as a separate item

        -  Over the Air programming is available for user feature implementation

        -  This assumes downloading to the laptop or handheld PC from the web
           site and then downloading to the PC Card.

        -  Application Software available for setup, configuration, operation
           and status monitoring of the PC Card

        -  Designed for Windows 95/98/NT/CE and 2000 computers equipped with a
           Type II PC Card (PCMCIA) slot


*Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the
omitted portions.
<PAGE>   20

Specifications:

***






CDPD PC CARD
Product Description

Overview:
        This is a Type II PC Card based on the CDPD specifications and designed
        to work with a Windows laptop or handheld PC. It is wireless modem based
        on digital packet technology and allows high-speed data communication on
        a world recognized wireless standard.

Features:

        -  Operation in all CDPD environments.

        -  capable of power output at .6 watts

        -  size is compatible with Type II PC Card (PCMCIA)

        -  CDPD technology allows for over the air download of data at 19.2Kbps
           nominally

        -  Over the Air programming is available for user feature implementation

        -  Application Software available for setup, configuration, operation
           and status monitoring of the PC Card


*Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the
omitted portions.

<PAGE>   21

***

Specifications:

***

*Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the
omitted portions.
<PAGE>   22


ANNEX C; FORECAST AND DELIVERY SCHEDULES

PRODUCT MANUFACTURING AND FORECASTING: Hewlett Packard will need to submit a ***
forecast to Novatel Wireless. The forecast for the *** of shipments shall be
given *** days in advance of the scheduled production date and will be
considered fixed. After the forecast for first *** of shipments is submitted to
Novatel Wireless, forecast changes may be made as follows for the remaining
months:


               ***

NOTE: Hewlett Packard can reserve the right to provide forecasting for the
consumption of the entire volume commitment (product mix and quantity) by
providing a minimum of *** advance notice.



DEVELOPMENT AND DELIVERY SCHEDULE: The schedule below indicates the total
development time (time-to-market) for all versions of the cradle starting from
the date the agreement is signed to the date when volume quantities are shipped
to Hewlett Packard's designated point of distribution. Development of all
devices will begin once an agreement between the two parties is signed.



The schedule is detailed as follows (Time listed in months ARO):

                                            CDPD                 GSM/GPRS

               ***


FORECAST BEGINNING WITH FIRST MONTH'S AVAILABILITY:

               ***


* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.

<PAGE>   23

               ***



Novatel Wireless, during the term of this Agreement, for all H.P. Jornada series
540 modem cradles that are shipped through Novatel Wireless channels, will
bundle collateral marketing and advertising materials and any other related
collaterals, electronic or otherwise which are supplied by Hewlett-Packard or
Hewlett-Packard partners.


For each H.P. Jornada series 540 modem cradle shipped by Novatel Wireless to
Hewlett-Packard pursuant to this Agreement, Novatel Wireless will provide
Hewlett-Packard on a monthly basis with all EID Numbers for such modem cradles.



*Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the
omitted portions.
<PAGE>   24


ANNEX D; PRODUCT PRICING AND VOLUME COMMITMENTS


VOLUME COMMITMENT: *** units between H.P. Jornada 540 series modem cradle and PC
Card form factors using either CDPD or GSM/GPRS technologies.



TERM: *** beginning from the first revenue GSM/GPRS H.P. Jornada 540 series
modem cradle Cradle modem shipment to Hewlett Packard from Novatel Wireless.



DISTRIBUTION: During the term of this Agreement, Novatel Wireless agrees not to
sell H.P. Jornada 540 series modem cradles to wireless network providers and
aggregators of wireless service. During the term of this Agreement, all carrier
service bundles offered for the H.P. Jornada 540 series modem cradles by Novatel
Wireless shall be provided by Hewlett-Packard or one of its assigned agents.
Hewlett-Packard agrees, during the term of this Agreement, to make the H.P.
Jornada 540 series modem cradles available to all wireless carriers on a
non-discriminatory basis, pursuant to comparable business terms and pricing.



UNIT PRICING: Unit pricing for the H.P. Jornada 540 series modem cradle cradle
is as follows:

Quantity:             ***

GSM/GPRS              ***

CDPD                  ***

Unit Pricing for the Type II PCMCIA cards is as follows:

GSM/GPRS              ***

CDPD                  ***



DEVELOPMENT FEE:



Hewlett-Packard agrees to provide a product development fee of *** to Novatel
Wireless. One payment of *** shall be made by Hewlett-Packard to Novatel
Wireless upon execution of this Agreement and a second payment of *** shall be
made one week prior to the first manufacturing run for the products.


* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.