Exhibit  10.27
TERRITORY  LICENSE  AGREEMENT
This  Agreement  ("Agreement")  is entered into and effective as of February IS,
2004  (the  "Effective Date") between 5G Wireless Communications, Inc., a Nevada
corporation,  with  its  principal place of business at 4136 Del Key Ave. Marina
Del  Ry,  California  90292  ("SO"),  and  Network  Installation  Corp. a Nevada
corporation  with  a principal place of business at 18 Technology Dr. Suite 140A
Irvine,  California,  92618.  Herein  know  as  the  "Licensee".
A.  5G  owns  certain  proprietary  software  and  hardware products designed to
provide  broadband  Wi-Fi  solutions.
B.  5G  wishes  to  sell certain hardware and software to Licensee, and Licensee
wishes to purchase certain hardware and software from 5G to sell or distribution
the  Licensee's  product  offering  in  the  Territory  (defined  below).
THEREFORE,  in  consideration  of  the terms herein and other consideration, the
receipt  and  sufficiency  of which are hereby acknowledged, and intending to be
legally  bound  hereby,  the  parties  agree  as  follows:
1.    DEFINITIONS.
All  definitions  below  or  elsewhere  in  this  Agreement  apply to both their
singular  and  plural  forms, as the context may require. "Herein," "hereunder,"
and  "hereof  and similar expressions refer to this Agreement. "Software" refers
only  to  the  object  code  version of software and not the source code, unless
otherwise  specified herein, Notwithstanding anything to the contrary express or
implied  herein, all references in this Agreement to the "sale" or "purchase" of
any  software only means the sale or purchase of a license or sublicense, as the
case  may  be,  to  use  such software or Intellectual Property pursuant to this
Agreement.  "Section"  refers  to  sections in this Agreement. "Including" means
"including  without  limitation." "Pays" means "calendar days," unless otherwise
stated.
"Bundled  Products"  means  the bundled products sold by Licensee which includes
the  Licensed  Product.
"Customers"  means  persons  or  entities who purchase the Licensed Product from
Licensee,  in  accordance  with  the  provisions of this agreement, and make the
Licensed  Product  available  to  End  Users.
"Documentation"  means the documentation and other written materials relating to
the  Licensed  Software  specified  and  as described in Exhibit A hereto and as
otherwise  provided  by  50  to  Licensee  hereunder.
"End  Users" means members of the general public who use the Licensed Product in
order  to  access the Internet and not for resale purposes. "Hardware" means all
the  components  supplied  and/or  manufactured  by  5G.
"Intellectual Property" or "Intellectual Property Rights" collectively means any
and  all  patents  (including  reissues, divisions, continuations and extensions
thereof),  patent  registrations,  patent  applications,  data  rights,  utility
models,  business  processes,  trademarks, trade secrets, know how, trade names,
registered or unregistered designs, mask works, copyrights, moral rights and any
other  form  of proprietary protection afforded by law to intellectual property,
or  any applications therefore, which arises or is enforceable under the laws of
the  United  States,  any  other jurisdiction or any bi-lateral or multi-lateral
treaty  regime.
"Licensed  Software"  means the proprietary software owned and/or licensed by 5G
specified  in  and  as  described  in Exhibit A hereto, in object code only, and
includes  any  Updates  thereof  provided  by  5G  to  Licensee  hereunder.
"Licensed Product" means units of the Hardware on which the Licensed Software is
installed  by  5G,  which units are purchased by Licensee from 5G hereunder, and
relevant  Documentation.
"Local Compliance" or "Locally Compliant" means obtaining any and all approvals,
registrations,  licenses,  certifications,  permits, filings or other clearances
necessary or appropriate for the use or distribution of the Licensed Product and
the  Bundled  Product  in the applicable jurisdictions for the implementation of
this  Agreement,  and  taking  all  other  necessary  actions  so  that (i) this
Agreement  is  fully  and  lawfully  effectuated in accordance with its intended
purpose and (ii) the Licensed Product and the Bundled Product satisfy applicable
industry  and  any  other  standards  in  the  applicable  jurisdictions for the
implementation  of  this  Agreement.
"Marks"  means  trademarks,  service  marks,  trade names, trade dress or logos.
"Open  Source Programs" has the meaning set forth in Section 4. "Paid Units" has
the  meaning  set  forth  in  Section  14.3.
'Term"  has  the  meaning  set  forth  in  Section  14.1.
"Territory"  means  the  area  specific  in  Exhibit  A  -  Section  4.
"Update"  means  fixes, error corrections, or other maintenance releases for the
Licensed Software that 5G generally makes available to licensees of the Licensed
Hardware  &  Software.  Updates  do  not  include  any release, option or future
product  that  5G  separately  licenses.
2.    SALE  OF  THE  LICENSED  PRODUCT;  TRADEMARK  LICENSE.
2.1.   Safe  of  Units. - Subject to the terms and conditions of this Agreement,
5G  hereby  agrees to sell, and Licensee hereby agrees to purchase, units of the
Licensed  Product, pursuant to the purchase order process described in Section 5
hereof.
2.2.   Ownership  and  Sale  of Hardware. Upon payment of the purchase price for
each  unit  of  the  Licensed  Product  by  Licensee
hereunder,  Licensee  shall own the Hardware components of such Licensed Product
but  shall not have any right, title or interest in and to the Licensed Hardware
&  Software  except  as  expressly  provided  in  Section 10. Licensee shall not
remove,  obscure  or alter any proprietary rights and ownership notices of 5G on
the  Hardware or the Software, Nothing in this Agreement prohibits Licensee from
leasing,  sharing,  selling  or  transferring  the  Hardware  components  of the
Licensed  Product,  provided that the Licensed Software has been permanently and
irreversibly  removed  from  such  Hardware  in  accordance with this Agreement.
3.    SOFTWARE  AND  DOCUMENTATION  LICENSE.
3.1.   License.  -  Subject  to  the  terms and conditions of this Agreement and
effective  upon the delivery of units of the Licensed Product by 5G to Licensee,
5G  hereby  grants  to Licensee a non-exclusive, non-transferable, limited right
and  license  during  the  Term,  in  the  Territory,  solely  to;
3.1.1.  bundle  the  Licensed  Product  as  an  integrated whole and in the form
delivered  by  5G  to  Licensee  hereunder,  with  software,
hardware  and  other  materials  of  Licensee and third parties into the Bundled
Products;
3.1.2.  internally use, reproduce, display, and perform the Documentation solely
as  necessary  to  exercise  the  right  granted  herein;
3.1.3.  internally  use  the  Licensed  Hardware  and/or  Software  only  as  an
unmodified  and  integrated  part  of  the  Licensed  Product  line;
3.1.4. distribute the Licensed Hardware and/or Software as installed on and only
as  an  unmodified and integrated part of the Licensed Product as bundled in the
Bundled  Product  to  Customers  and  grant  to  Customers  the right to use the
Licensed  Hardware  and/or Software only as an unmodified and integrated part of
the  Licensed  Product in accordance with the provisions of this agreements; and
3.1.5.  make  available,  and grant to Customers the right to make available, to
End  Users  the Licensed Hardware and/or Software as installed on and only as an
unmodified and integrated part of the Licensed Product as bundled in the Bundled
Product,  and  grant  to Customers the right to grant, to End Users the right to
use,  display  and perform the Licensed Hardware and/or Software as installed on
and  only  as  an  unmodified  and  integrated  part of the Licensed Product for
internal  and  personal  purposes  only  in  accordance  with  this  agreement.
3.2.    Limited  Sublicense  Rights,  -Before  exercising  the  sublicense right
granted  herein,  to  End  Users or Customers, Licensee will require all its End
Users  and  Customers  (and such Customers' End Users) to enter into a valid and
enforceable  written  agreements  with Licensee which include the provisions set
forth  on Exhibit C (the "Mandatory Terms"), and no terms inconsistent therewith
or derogating therefrom. For End Users, Licensee may use written document and/or
"click-wrap"  or  electronic  agreements  whereby the End User manifests his/her
assent to be bound by the Mandatory Terms, provided each such agreement is fully
binding  and  enforceable  in  the  jurisdiction of the Territory in which it is
used.  Licensee  shall  not  have  the right to sublicense the Licensed Hardware
and/or  Software  in any form, whether as an installed component of the Licensed
Product  or  otherwise,  except  as  expressly  permitted  under this agreement.
3.3.   Restrictions.  -  Except  as applicable to Open Source Programs, Licensee
shall  not,  nor  permit  others  to:
3.3.1.  use  the  Licensed  Hardware  and/or  Software, the Documentation, other
Confidential Information of 5G, or any clement of any of the foregoing except as
expressly  permitted  herein;
3.3.2.  reverse  engineer,  decompile,  disassemble,  extract and/or exploit any
element  of  the  object  code  of  the  Licensed  Hardware  and/or Software, or
otherwise  attempt  to discover, disassemble, extract, and/or exploit the source
code, algorithms, or any other elements of the Licensed Hardware and/or Software
or Documentation, unless otherwise expressly mandated by applicable law and then
only  to  the  extent  so  mandated;
3.3.3.  reproduce,  create  derivative  works  based on, modify or translate the
Licensed  Hardware  and/or  Software  or  Documentation;
3.3.4.  use or permit a third party to use the Licensed Hardware and/or Software
as  a  stand  alone  application  or  in  any  manner  or format other than as a
pre-installcd  component  of  the  Licensed  Product  in  Object  code  form;
3.3.5.  reproduce  the  Licensed  Product;
3.3.6.  other  than  bundling  subject  to the terms of this Agreement, Licensee
shall not, and shall not permit a third party to, integrate, incorporate or port
into  products  the Confidential Information of 5G, the Licensed Hardware and/or
Software  or  Documentation,  or  any  element  of  any  of  the  foregoing;  or
3.3.7.  transfer,  assign, sublicense, pledge, lease, rent, sell, resell, share,
distribute,  disclose,  publicly  display  or  publicly perform the Confidential
Information  of  5G,  the Licensed Hardware and/or Software (except as expressly
permitted  herein),  the  Documentation, or any element of any of the foregoing.
4.    OPEN  SOURCE  AND  THIRD  PARTY  SOFTWARE.
4.1.   Open  Source  Program  Terms  and  Conditions, - Licensee understands and
acknowledges  that  the  Licensed  Products  is  comprised  of
4.1.1.  proprietary  5G  Hardware  and/or  Software  and
4.1.2. third party hardware and software which use open source software programs
(all such open source software programs and all portions of licensed third party
software  programs  that integrate open source software programs are referred to
as  "Open Source Programs"). Licensee's use of the Licensed Software (other than
the  Open Source Programs included in the Licensed Software) is governed by this
Agreement and Licensee's use of each of the Open Source Programs included in the
Licensed  Software  is  governed  by  the  terms  set forth in Exhibit E and any
provisions set forth in any software or documentation relating thereto. Licensee
acknowledges  and  agrees  that it has read, understands and agrees to the terms
and conditions applicable to each such Open Source Program. Should Licensee have
any  question  regarding which terms and conditions apply to any particular Open
Source  Program,  Licensee agrees to request a copy of such terms and conditions
from  5G before copying, installing, modifying, distributing, or otherwise using
such  Open  Source  Program.  Notwithstanding  anything  to the contrary in this
Agreement,  except  as  expressly set forth in the relevant terms and conditions
for  an  Open  Source  Program,  5G  imposes  no  obligations,  limitations  or
restrictions  on  Licensee's  access  or  use  of  the  Open  Source  Programs.
4.1.3.  Open Disclaimer. - LICENSEE ACKNOWLEDGES AND AGREES THAT THE OPEN SOURCE
PROGRAMS  DO  NOT  CARRY  AND LICENSEE DOES NOT RECEIVE UNDER THIS AGREEMENT ANY
LICENSE,  COVENANT  NOT  TO SUE, OR OTHER RIGHTS UNDER ANY INTELLECTUAL PROPERTY
RIGHT.  THIS  AGREEMENT  DOES  NOT  AND  SHALL NOT BE INTERPRETED TO INCLUDE ANY
REPRESENTATION  OR  WARRANTY  THAT  THE OPEN SOURCE PROGRAMS OR THE USE THEREOF,
WHETHER  ALONE  OR  IN COMBINATION WITH OTHER HARDWARE OR SOFTWARE, IS FREE FROM
ERROR OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF ANY
THIRD  PARTY.  THE OBLIGATIONS OF SO IN THIS AGREEMENT DO NOT EXTEND TO THE OPEN
SOURCE  PROGRAMS,  THEIR  OPERATION  OR  PERFORMANCE. 5G DISCLAIMS ALL LIABILITY
ARISING  OUT  OF  THE  USE  OR  OPERATION  OF THE OPEN SOURCE PROGRAMS. LICENSEE
ACKNOWLEDGES  THAT  THE  OPEN SOURCE PROGRAMS ARE PROVIDED STRICTLY "AS IS," AND
THAT  LICENSEE'S  USE  OF  THE  OPEN  SOURCE  PROGRAMS IS SOLELY AND ENTIRELY AT
LICENSEE'S  RISK. LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD 5G HARMLESS FROM ANY
AND ALL CLAIMS, LIABILITIES, EXPENSES (INCLUDING LEGAL FEES) OR DAMAGES INCURRED
BY  5G  RELATED  TO  LICENSEE'S USE OR INABILITY TO USE ANY OPEN SOURCE PROGRAM.
4.2.   No  Implied  Licenses.  - All rights or licenses not expressly granted to
Licensee  hereunder  are  reserved  by 5G (or Us licensors) and no additional or
other  licenses  (including without limitation any implied licenses) are granted
to  Licensee  under  this  Agreement.
5.    PURCHASE  OF  LICENSED  PRODUCT.
5.1.   Forecasts and Purchase Orders. - Licensee shall deliver monthly a six (6)
month  non-binding forward-looking forecast for the Licensed Product, which does
not  represent  any commitment by Licensee to purchase any units of the Licensed
Product.
5.2.   Licensee  shall  initiate  purchases  via a written purchase order, which
shall  reference
5.2.1.  the  type  and  number  of  units  of  the  Licensed  Product,
5.2.2.  the  applicable  price  per  unit,
5.2.3.  a  commercially  reasonable  carrier  and  destination,  and
5.2.4.  the  requested delivery date. 5G may, but is not required to, accept any
purchase order which specifies a delivery date earlier than forty-five (45) days
after  the date such purchase order is received by 5G. Within seven (7) calendar
days of receipt of such purchase order, 5G shall either reject, accept or accept
with  modified  terms  the  purchase  order.  If 5G does not respond within such
seven-day  period,  then  such  purchase  order  shall be deemed rejected. If 5G
accepts  a  purchase  order  with  modified terms, Licensee may issue a purchase
order containing the modified terms within seven (7) calendar days after receipt
of  5G's  response,  which  upon  receipt  by  5G, shall be deemed accepted. All
purchase orders shall be governed by and subject to this Agreement. In the event
of  a  conflict  between  the  provisions  of  this  Agreement and any terms and
conditions  of  a  purchase  order,  or  5G's  acknowledgment  or  other written
communications,  the  provisions  of  this  Agreement  shall  prevail.
5.3.   Change  Orders  and  Rescheduling. - Licensee may issue by written notice
requested  changes  to  any  accepted purchase orders. 5G will make commercially
reasonable  efforts  to  accommodate  such  change, provided that any additional
costs  associated  with such change shall be borne by Licensee. Any such changes
shall  not  be  deemed  effective until such time as 50 has notified Licensee in
writing  of  its acceptance of such changes. Failure of 5G to confirm Licensee's
change  order  within Seven (7) calendar days after receipt of notice of changes
shall be deemed a rejection of such change. Acceptance of any such changes shall
not affect Licensee's obligations to purchase the Initial Purchase Commitment or
Minimum  Purchase  Commitment,  if  any,  as  set  forth  in  this  agreement.

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p.

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5.4.   Delivery  Terms;  Shipping.  -  All  shipments shall be F.C.A. (Incoterms
2000)  5G's  dock  ("Delivery  Location").  Title and risk of loss shall pass to
Licensee  upon  JO's  or  its  manufacturer's  tender  of delivery to the common
carrier  or  Licensee's  designee  at  the  Delivery  Location.  5G agrees, upon
Licensee's request, to deliver the Licensed Product to 5G's freight forwarder or
another  mutually  agreed  upon  carrier  for export from the country of origin.
Licensee  shall  be  responsible for all shipping and freight costs and expenses
from  the  Delivery  Location.  If  Licensee  fails  to  specify  a commercially
reasonable  carrier or means of transportation or routing in its purchase order,
5G  shall  select  the  carrier,  on  a  commercially  reasonable  basis.
6.    SUPPORT  AND  TRAINING.
6.1.   Support to Licensee. - 5G shall provide Licensee's engineering staff with
Level  Three  (3)  Support  for  a  support  fee  set  forth  in
Exhibit  D.  ("Level  Three (3) Support") means engineering or technical support
provided  by  5O  to  Licensee  in  connection  with the Licensed Product and/or
Software,  provided  by  telephone,  email or other electronic means during 5G's
normal  business  hours.
Licensee  acknowledges  and  agrees  that  Licensee  shall  seek Level Three (3)
Support  from  5G only after Licensee employees trained by 5G have made diligent
efforts  to understand, define and ameliorate the technical or engineering issue
as  such  arise,
Technical  Training,  - Upon Licensee's request, 5G will provide to Licensee two
(2)  days  of technical training services, subject to a separate training fee in
connection  with  the  operation  of  the Licensed Product at 5G's facilities in
Marina  Del  Rey, California. The dates of such training will be mutually agreed
by  the parties. Licensee is responsible for all travel, lodging and other costs
for  its  personnel  attending  such  training.

7.    MARKETING
7.1.    Co^Marketittg Activities, - Licensee end 5G shall mutually determine and
engage  in  co-marketing  activities  to  promote  the
Licensed  Product,  including  the  following:  issuance of joint press releases
throughout  the  Term  and  the life cycle of the Licensed Product endorsing and
promoting  the  Licensed  Product;  joint  creation  of  collateral  marketing
materials;  each  party  referring  its  customers, vendors, press resources and
analysts  to  the  other  party;  Licensee's  public endorsement of the Licensed
Product;  and  collaboration  in  benchmark  activities,  case  studies, product
demonstrations,  designated  speaking  events,  industry trade shows and similar
industry  events.  Each party shall comply with the Marks guidelines and quality
control policy and instructions for the use of the other party's Marks and shall
only  use  such Marks after receiving prior written consent from the other party
for  each  such  intended  use.
7.2.   Press Releases. - At any time after the Effective Date, 5G shall have the
right  to  produce  and issue press releases describing the following items; (a)
that  Licensee  has  purchased  and  will  incorporate the Licensed Product into
Licensee's  products  and/or  business, and (b) the existence of this Agreement,
provided  that  the  press release will exclude any information on the financial
terms  of this Agreement or specific details about the licenses granted by 5G to
Licensee  herein.
8.    PAYMENTS
8.1.   Fees. - Licensee shall pay a purchase price for each unit of the Licensed
Product  equal  to the price set out in Exhibit A (at the time of submitting the
purchase  order).  The  purchase price per unit of the Licensed Product includes
the  license fee for the Licensed Product and/or Software. If Licensee purchases
support services from 5G pursuant to the Exhibit A, Licensee shall pay an annual
support  fee  equal  to the then applicable price set forth in Exhibit A (at the
time  of  submitting the purchase order), for each one-year period beginning the
Effective  Date,  or  fraction thereof, during which 5G provides such support to
Licensee.
8.2.   Invoicing  and Payment. - The total amounts for each purchase order shall
be  due  and payable as follows; (a) 50% upon purchase order and (b) balance due
prior  to  shipping.
8.3.   Any  support  fees will be due and payable net thirty (30) days after the
first  day  of the applicable support period. The fee for training, if any, will
be  due  and  payable no less than ten (10) days prior to the date such training
commences.  Any  amounts  payable by Licensee hereunder that remain unpaid after
the  due  date  will  be subject to a late charge equal to the lesser of one and
one-half percent (1.5%) per month and the maximum rate allowable by law from the
due  date  until  such  amount  is  paid.  Licensee shall make no offset for any
amounts  due  to  5G  regardless  of the justification for such intended offset.
8.4.   Taxes,  - Licensee shall pay all applicable import duties, customs, fees,
sales, and use and value added taxes, tariffs, duties or assessments arising out
of  the transactions contemplated under this Agreement (except for taxes imposed
on  5G's  net  income)  (collectively, "Taxes"). Licensee shall pay directly, or
reimburse  or  gross-up  5G for, the amount of any such Taxes which 5G is at any
time  obligated  to  pay or collect. Licensee shall promptly furnish 5G with the
official  receipt  of  any payment of such sales, use, value added or other tax,
tariff, duty or assessment by Licensee to the appropriate taxing authority. Upon
5G's  request  therefore,  Licensee  shall also provide 5G with copies of resale
certificates  or  other documents evidencing to 5G*s reasonable satisfaction any
exemption  which  Licensee  may  claim from any sales, use, value added or other
tax,  tariff,  duty or assessment that 5G reasonably determines it would have to
pay or uullcct arising out of or related to any of the transactions contemplated
under  this  Agreement  in  the  absence  of  such  an  exemption.
9.    CONFIDENTIALITY.

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9.1.   Confidential  Information,  -"Confidential  Information"  means  the
proprietary  or  confidential information of a party (each, a "Discloser") which
is  disclosed  to the other party (each, a "Recipient"), whether before or after
the  Effective  Date, and (a) if disclosed in writing, is marked as confidential
at  the  time  of  disclosure, or (b) if disclosed orally or in other intangible
form,  is  identified  and  treated  as  confidential  at time of disclosure and
identified  in  writing  and  marked  confidential within thirty (30) days after
disclosure  and  relates  to  products, plans, designs, costs, prices, finances,
marketing  plans,  business  opportunities,  personnel,  research,  development,
know-how,  trade  secrets,  inventions,  blueprints,  techniques,  processes,
algorithms,  software  programs, schematics, designs, contracts, customer lists,
procedures,  formulae,  patent  applications  and  other information relating to
Discloser's  business,  services, processes or technology. The Licensed Hardware
and/or  Software, in any form, and the Documentation are hereby designated by 50
and  acknowledged  by  Licensee to be 5G's Confidential Information and shall be
treated  as  such  hereunder  by  Licensee.  Confidential  Information shall not
include  information  that  Recipient  proves: (i) was known by Recipient or was
publicly  available  prior  to disclosure by Discloser to Recipient; (ii) became
publicly  available after disclosure by Discloser to Recipient through no act of
Recipient; (iii) is hereafter rightfully furnished to Recipient by a third party
without confidentiality restriction; or (iv) is disclosed with the prior written
consent  of  Discloser  or  as  expressly  authorized  under  this  Agreement.
9.2.   Nondisclosure.  -  Recipient  shall  not,  except  as otherwise expressly
provided  herein,  use,  disclose,  disseminate or otherwise allow access to the
Confidential Information of Discloser to anyone other than Recipient's employees
that  have  a  need  to  know  such  Confidential  Information to implement this
Agreement  and  who  are  bound  by  written  confidentiality  obligations  with
provisions  no  less stringent than those contained in this Section 8. Recipient
shall  prevent unauthorized disclosure or use of the Confidential Information of
Discloser.  Without  derogating  from the generality of the foregoing, Recipient
shall  keep  Discloser's Confidential Information in a safe and secure location;
monitor all access thereto, and keep a log of the persons to whom such access is
granted. Discloser and Recipient shall execute all documents and otherwise shall
take  all  necessary  steps to ensure that Discloser and Recipient shall each be
able  to  enforce  Discloser's rights hereunder against Recipient, its employees
and all other third parties to whom Recipient discloses Discloser's Confidential
Information,  in  each  jurisdiction  in  the  Territory  in  which  Discloser's
Confidential  Information  is  disclosed  by  Recipient.  Recipient  shall  be
responsible  for  any  breach  of  this  Section  8.2  by Recipient's employees,
contractors  or  agents.
9.3.   Ownership,  -  Recipient  acknowledges and agrees that Disclosure (or its
licensors) owns ail rights, title and interests, including Intellectual Property
Rights,  in  and  to  Discloser's  Confidential  Information.
9.4.   Notification.  -  If Recipient learns or believes that any person who has
had  access to the Confidential Information of Discloser has violated or intends
to  violate  this  Agreement,  Recipient  shall immediately notify Discloser and
shall  cooperate  with Discloser in seeking injunctive or other equitable relief
against  any  such  person.
9.5.   Exceptions,  -  Recipient  may  disclose  the Confidential Information of
Discloser,  only  if such disclosure is required by law, provided that Recipient
promptly  notifies  Discloser  to  allow intervention by Discloser (prior to the
disclosure),  cooperates  with  Discloser  to contest or minimize the disclosure
(including application for a protective order) at Recipient's expense and limits
such  disclosure  to  the party entitled to receive the Confidential Information
and  to  the  scope of the legal requirement. Notwithstanding the foregoing, any
Confidential  Information  disclosed  pursuant to this Agreement shall otherwise
continue  to  be  treated  as  Confidential  Information  hereundcr,
9.6.    Confidentiality  of  Agreement. - Except as set forth in herein, neither
party  will  publicly  disclose  any  term  of  this  Agreement  or announce the
existence  of  this  Agreement  without  the  prior written consent of the other
party,  except that each party may reveal the terms of this Agreement (a) to its
accountants,  banks, financing sources, lawyers and other professional advisors,
provided  that

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such  parties undertake in writing to keep such information confidential, or (b)
as  required  by  applicable  laws  and  regulations including those of the U.S.
Securities  and  Exchange  Commission.
9.7.   Reproduction  of  Confidential  Information.  -  Confidential Information
shall  not  be  reproduced  except  as required to implement this Agreement. Any
reproduction  or  derivative  of  any  Confidential  Information of Discloser by
Recipient  shall  remain  the  property  of  Discloser  and  shall  contain  all
confidential  or  proprietary  notices  or legends which appear on the original.
10.  OWNERSHIP
10.1.  By  5G,  -  except  for  any express rights and licenses granted by 5G to
Licensee  hereunder, 5G shall own all rights, title and interests, including all
Intellectual  Property Rights, in and to the Confidential Information of 5G, the
Licensed  Software  (other  than any Open Source Programs incorporated therein),
the  Documentation,  the  Hardware  (except  for  Paid  Units,  but  retaining
Intellectual  Property  Rights  underlying such Paid Units), the Marks of 50 and
any  element  of  any  of  the  foregoing.
11.  WARRANTIES.
11.1.  Licensee.  -  Licensee  represents,  warrants  and  covenants  to 5G on a
continuing  basis  during  the  Term  all  of  the  following:
11.1.1.     Licensee  shall  perform  and  implement  this Agreement and use the
Licensed Product: (i) only as specified hereunder; (ii) only for lawful purposes
pursuant to all applicable laws and regulations; and (iii) without violating any
Intellectual Property, publicity, privacy, confidentiality, contractual or other
right  of  any  third  party.
11.1.2.     Licensee  has  obtained,  or  will  obtain before 5G acts as a sales
representative  of,  or  bundles,  sells,  licenses or otherwise makes available
(collectively  "Markets")  any  Licensed  Product  in  any  jurisdiction  in the
Territory,  all  licenses,  registrations  of  this  Agreement, permits or other
government  approvals  required  in  such jurisdiction(s) therein, to effectuate
this  Agreement  in  accordance  with  its  terms;  and Licensee shall be solely
responsible  to  ensure,  at Licensee's sole expense, that the Licensed Products
are  Locally  Compliant in each such jurisdiction before Licensee Markets any of
the  Licensed  Products  or  Bundled  Products.
11.1.3.    No currency control laws prevent the payment to 5G of any sums due to
it  here  for  as  provided  herein;
11.1.4.     The  provisions  of this Agreement and the rights and obligations of
the  parties  hereunder,  are enforceable under the laws of the jurisdictions in
the  Territory.
11.1.5.    Licensee  shall  advise  5G  of  any legislation, rule, regulation or
other  law  that  is  in effect or that may come into effect after the Effective
Date that affects the importation of Licensed Products or Bundled Products into,
or  the  use  and the protection of Licensed Products or Bundled Products in the
Territory;  and
11.1.6.     Licensee  shall  ensure  that  all Licensed Products are provided to
Licensee's  Customers  in  compliance with this agreement, and that the Licensed
Hardware  and/or  Software  is  used  solely  in  conjunction  with the Licensed
Products.
11.2.  Product Warranty, - This Limited Product Warranty applies to the original
end-user  customer  of  the 5G Wireless product which you purchased for your own
use,  and not for resale ("Product"), from 5G Wireless Communications, Inc. ("5G
Wireless")  or  its  authorized  reseller  ("Reseller").

<PAGE>
11.2.1.    One-year  limited hardware warranty: 5G Wireless warrants to you that
5G  Wireless  hardware (other than Third Party Products as described below) will
be  free  from  defects in materials and workmanship for a one year period after
the  date  of  delivery of the applicable product to you from 5G Wireless or its
Reseller  (the  "Hardware  Warranty  Period").
11.2.2.     If  5G  Wireless receives notice of such defects during the Hardware
Warranty  Period,  5G  Wireless  will,  at  Us  option,
either  repair  or  replace  5G  Wireless  hardware  that prove to be defective.
Replacement  products may be remanufactured units, and will be warranted for the
remainder  of  the  original Hardware Warranty Period, or if greater, for ninety
days  from  delivery of such replacement. Should 5G Wireless be unable to repair
or  replace  the  5G  Wireless  hardware,  5G  Wireless  (or  its  Reseller,  as
applicable)  will  refund  to  you  the  purchase  price  of  the  Product.
11.3. Licensed Product Warranty Return Procedures-To obtain warranty service you
must:  (a)  obtain  a  return  materials  authorization  number ("RMA#") from 5G
Wireless  by  contacting  1  -800-916-1611  (or  for customers outside the U.S.,
contact  1  -310-754-3780),  and (b) deliver the Product, in accordance with the
instructions  provided  by 5G Wireless, along with proof of purchase in the form
of  a  copy  of  the bill of sale including the Product's serial number, contact
information, RMA# and detailed description of the defect, in either its original
package  or  packaging  providing  the  Product  with  a  degree  of  protection
equivalent  to  that  of  the  original packaging, to 5G Wireless at the address
below.  You  agree  to  obtain adequate insurance to cover loss or damage to the
Product  during  shipment.
11.3.1.     If  you obtain an RMA# and return the defective Product as described
above,  5G  Wireless  will  pay  the  cost  of  returning
the Product to 5G Wireless. Otherwise, you agree to bear such cost, and prior to
receipt  by  5G  Wireless,  you  assume  risk
of any loss or damage to the Product. 5G Wireless is responsible for the cost of
return  shipment  to  you  if  the  5G  Wireless  Product  is  defective.
11.3.2.     Returned  products  which  are  found  by  5G  Wireless  to  be  not
defective, returned out-of-warranty or otherwise ineligible for warranty service
will  be repaired or replaced at 5G Wireless's standard charges and shipped back
to  you  at  your  expense.
11.3.3.    At  50 Wireless's sole option, 5G Wireless may perform repair service
on  the  Product at your facility, and you agree to provide 5G Wireless with all
reasonable  access to such facility and the Product, as required by 50 Wireless.
On-site  repair  service  is  not  available  outside  the  United  States.
11.3.4.     All  replaced parts, whether under warranty or not, are the property
of  5G  Wireless.
11.4.  Software  Warranty  -  5G  Wireless  warrants to you that the 5G Wireless
software  will  materially  conform  to  the  functional
specifications  in  the  applicable  documentation for a 90-day period after the
date  of  delivery  of  the  applicable  product  to you from 5G Wireless or its
Reseller  (the  "Software  Warranty  Period),  due  to  defects  in material and
workmanship  when properly installed and used. If 5G Wireless receives notice of
such  defects  during  the Software Warranty Period and is able to reproduce the
defect,  5G Wireless will, at its option, either repair or replace the defective
5G  Wireless  software. Should 5G Wireless be unable to repair or replace the 5G
Wireless  software,  5G Wireless (or its Reseller, as applicable) will refund to
you  the  purchase  price  of  the  Product,
11.5.  Exclusions  to  Products  Hardware  and/or  and  Software  Warranty - The
warranty  on your 5G Wireless Products shall not apply to defects resulting from
the  following:
11.5.1.     Alteration  or  modification  of  the  Product  in anyway, including
without  limitation  configuration  with  software  or
components  other  than  those supplied by 5G Wireless or integration with parts
other  than  those  supplied  by  5G  Wireless.
11

<PAGE>
11.5.2.    Abuse,  damage  or  otherwise  being  subjected to problems caused by
negligence  or  misapplication  (including  without  limitation  improper  or
inadequate  maintenance  or  calibration), relocation of the products (including
without  limitation  damage  caused  by  use  of other than 5G Wireless shipping
containers), or use of the products other than as specified in the applicable 5G
Wireless  product  documentation  (including  without  limitation  incompatible
operating  environments  and  systems),  or  improper  site  preparation  or
maintenance.
11.5.3.    Damage  as  a  result  of  accidents,  extreme  power  surge, extreme
electromagnetic  field,  acts of nature or other causes beyond the control of 5G
Wireless.
11.5.4.    Use  of the Product with software, interfacing, parts or supplies not
supplied  by  5G  Wireless.
11.5.5.     5G  shall not be liable under the warranties set forth in agreement,
if  its testing and examination discloses that the returned unit of the Licensed
Product  or Licensed Software has been modified in any way, or an alleged defect
in  such  unit  does  not  exist  or was caused by Licensee's or a third party's
misuse,  neglect,  modification,  improper installation or testing, unauthorized
attempts  to  repair,  by an accident, by any failure related to any third party
hardware  or software incorporated by Licensee or any third party therein, or by
other  reason  not  caused  by  5G.
11.6.  Additional  Disclaimers - 5G Wireless expressly disclaims any warranty or
obligation  to support the Product for all operating environments - for example,
as  illustration  and  not  limitation,  5G  Wireless does not warrant or ensure
interoperability  of  the Product with future telecommunication systems or other
future  software  or  hardware,
11.6.1.    The  Licensee understand and acknowledge that the 2.4 GHz spectrum in
the  United  States  in which the products are used currently is un-licensed and
available  at  no  cost  to  5G Wireless and others. However, this is subject to
change  and  may  not be the case in all countries. IT IS YOUR RESPONSIBILITY TO
DETERMINE  AND  COMPLY  WITH  ALL  LEGAL  AND REGULATORY REQUIREMENTS (INCLUDING
PAYMENT OF FEES AS REQUIRED) WITH RESPECT TO YOUR USE OF THE PRODUCTS, INCLUDING
OFFERING OF SERVICES BASED ON THE PRODUCTS.  In addition, use of the Product may
be  subject  to interference in certain areas, which is beyond the control of 5G
Wireless,
11.7.  Third Party Product Warranty - The above Limited Warranties are exclusive
of  products  manufactured  by  third  parties ("Third Party Products"). If such
third  party manufacturer provides a separate warranty with respect to the Third
Party Product, 5G Wireless will include such warranty in the packaging of the 5G
Wireless  Product.

<PAGE>
12.  WARRANTIES  DISCLAIMER
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN AGREEMENT NEITHER PARTY MAKES ANY
WARRANTY,  AND  EACH  PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHATSOEVER,
EXPRESS  OR  IMPLIED OR ARISING OUT OF A COURSE OF CONDUCT OR COURSE OF DEALING,
INCLUDING  ALL  WARRANTIES  OF TITLE, PERFORMANCE, USE, MERCHANTABILITY, FITNESS
FOR  A  PARTICULAR  PURPOSE, NON-INFRINGEMENT, OR THE ABSENCE OF LATENT OR OTHER
DEFECTS,  WHETHER  OR  NOT DISCOVERABLE. LICENSEE SHALL NOT MAKE OR PASS ON, AND
SHALL  TAKE  ALL  MEASURES  NECESSARY  TO ENSURE, THAT NEITHER IT NOR ANY OF ITS
AGENTS  OR  EMPLOYEES MAKE OR PASS ON TO CUSTOMERS OR END USERS, ANY WARRANTY OR
REPRESENTATION  MADE  BY  5G TO LICENSEE, EXCEPT TO THE LIMITED EXTENT OTHERWISE
REQUIRED  BY  APPLICABLE  LAW.  EXCEPT FOR ANY EXPRESS WARRANTIES GIVEN BY 5G IN
SECTION  10.3  OR  SECTION  10.4,  THE  LICENSED  SOFTWARE,  THE  HARDWARE,  THE
DOCUMENTATION  AND THE LICENSED PRODUCT ARE PROVIDED TO LICENSEE "AS-IS" WITHOUT
ANY  WARRANTY.  NO  ORAL  OR  WRITTEN  STATEMENT PROVIDED BY 5G SHALL CREATE ANY
WARRANTY.
13.  INDEMNIFICATION
13.1.  Indemnification  By  5G  -  Subject  to  Sections  herein, 5G, at its own
expense,  shall:
13.1.1.    defend,  or  at  its  option  settle,  any  claim, suit or proceeding
brought  by  a third party against Licensee, to the extent such claim arises out
of  Licensee's  authorized use, sale or distribution of the Licensed Product and
alleges  that  the  Licensed  Product  as used in accordance with this Agreement
infringes any United States copyright or trademark right(s) of a third-party, or
misappropriates  any  United  States  trade  secret  of  a  third  party;  and
13.1.2.    pay  any  final  and  non-appealable  judgment  entered or settlement
against  Licensee  thereon;  provided, however, that 5G shall not be responsible
for  any  compromise  or  settlement  made without its consent. 5G shall have no
obligation  to  Licensee  unless:
13.1.2.1.    Licensee  gives  5G  prompt  written  notice  of  the  claim;
13.1.2.2.    5G  is  given  the  right  to control and direct the investigation,
preparation,  defense  and  settlement  of  the  claim;  and
13.1.2.3.    Licensee fully cooperates with 5G, at 5G's expense, in such defense
and  settlement. Notwithstanding the foregoing, Licensee shall have the right at
its  cost  to  employ  counsel  of  its  choice  to  defend  such  claim.
13.2. Exclusions - 5G's indemnification obligations shall not apply to any claim
relating  to:
13.2.1.    the  Licensed  Product, or any part thereof, that have been modified,
changed,  abused,  not  used  as authorized hereunder, or combined or integrated
with  software,  hardware  or  other  materials  of  Licensee and third parties;
13.2.2.    the  Bundled  Product,  except  for the Licensed Product, or any part
thereof;
13.2.3.    use  of  the  Licensed Product, or any part thereof, that exceeds the
scope  of  the  licenses  expressly  granted  in  this  Agreement;  and/or
13.2.4.    Licensee's  failure to use the Licensed Product, or any part thereof,
in  accordance  with  the  provisions  of  this  Agreement.

<PAGE>
13.3.  Additional  Rights - If 5G believes that the use, sale or distribution of
any  units  of  the  Licensed  Product  by  Licensee,  its
Customers  or  End  Users  may  or  will  enjoined, or in the event 50 wishes to
minimize  its  potential  liability  hereunder,  5G  may, at its option, either:
13.3.1.     substitute  functionally equivalent non-infringing Licensed Product;
13.3.2.     modify  the  infringing  Licensed  Product  so  that  they no longer
infringe  but  remain  functionally  equivalent;
13.3.3.     obtain  for Licensee, at 5G's expense, the right to continue to use,
sell  or  distribute  such  Licensed  Product;  or
13.3.4.    if none of the foregoing is feasible, accept return of the infringing
units  of  the  Licensed  Product  that  contain  any
infringing  Licensed  Product and refund the purchase price paid therefore minus
the  depreciation  for  such units calculated based on straight-line method over
two  (2)  years  from  the  date  of  purchase.
13.4. Open Source Programs - THE FOREGOING INDEMNIFICATION OBLIGATIONS SET FORTH
IN  SECTION  11.1  DO  NOT, UNDER ANY CIRCUMSTANCES, APPLY TO ANY CLAIM, SUIT OR
PROCEEDING  THAT  RELATES  TO  OR  ARISES  OUT OF ANY OPEN SOURCE PROGRAM OR USE
THEREOF, THE RIGHTS AND REMEDIES SET FORTH HEREIN CONSTITUTE THE SOLE AND ENTIRE
OBLIGATIONS  OF 5G AND THE SOLE AND EXCLUSIVE REMEDY OF LICENSEE, IN LIEU OF ALL
OTHERS,  WITH  RESPECT  TO  ANY  CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY
RIGHTS  OR  OTHER  RIGHTS  OF  THIRD  PARTIES.
13.5.  Indemnification  by  Licensee.  -  Licensee,  at  its own expense, shall:
13.5.1.    defend,  or  at  its  option  settle,  any  claim, suit or proceeding
against  5G arising from or in connection with 13.5. I.I.      Licensee's breach
of  any  of  its  warranties,  representations  or obligations contained herein.
13.5.1.2.      the  Bundled  Product or Licensed Product including Licensee's or
any  Customer's  or  End  User's  use  or  inability to use the Bundled Product,
Licensed  Product,  or  part  thereof,
13.5.1.3.      Licensee  Marks  or  any  Licensee  modification,  combination,
adaptation,  integration,  incorporation,  reproduction,  distribution  or
performance  of the Licensed Product or Bundled Product, or any part thereof, or
13.5.1.4.       any  third  party  claim  of  bodily  injury, death or damage to
property  arising  from  Licensee's modification of the Licensed Product, or any
element  thereof  or  the  combination  of  the Licensed Product, or any element
thereof  with  software,  hardware  and  other materials not provided by 5G; and
13.5.2.pay  any  final  judgment  entered  or  settlement  against  5G  thereon,
provided,  however, that Licensee shall not be responsible for any compromise or
settlement  made without its consent. 5G gives Licensee prompt written notice of
the  claim; Licensee is given the right to control and direct the investigation,
preparation,  defense  and settlement of the claim; and 5G fully cooperates with
Licensee, at Licensee's expense, in such defense and settlement. Notwithstanding
the  foregoing,  5G  shall  have  the right at its cost to employ counsel of its
choice  to  defend  such  claim.
13.6.  Consequential  Damages Waiver - TO THE MAXIMUM ALLOWED BY APPLICABLE LAW,
IN  NO  EVENT SHALL 5G BE LIABLE FOR ANY LOSS, INABILITY TO USE, INTERRUPTION OF
BUSINESS,  OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND  (INCLUDING  LOST PROFITS) ARISING OUT OF THE LICENSED PRODUCT OR OTHERWISE
UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION,WHETHER IN CONTRACT, TORT
(INCLUDING  NEGLIGENCE),  STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF 5G HAS
BEEN  ADVISED  OF  THE  POSSIBILITY  OF  SUCH  DAMAGES,
13.7.  Limitation  of Liability - TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE
LAW,  IN  NO  EVENT SHALL 5G'S AGGREGATE LIABILITY TO LICENSEE, OR ANY CUSTOMER,
END  USER  OR  OTHER  THIRD PARTY FOR ANY AND ALL CLAIMS RELATED TO THE LICENSED
PRODUCT,  OR  ANY  PART  THEREOF,  ARISING  FROM  OR RELATING TO THIS AGREEMENT,
WHETHER IN CONTRACT^ TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE ROYALTIES
PAID  BY  LICENSEE TO 5G HEREUNDER PRIOR TO THE DATE OF THE EVENT GIVING RISE TO
SUCH  LIABILITY.  THIS  LIMITATION  SHALL  APPLY  NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL  PURPOSE  OF  ANY  LIMITED  REMEDY  PROVIDED  HEREIN.
14.  TERM  AND  TERMINATION.
14.1.  Term,  -This  Agreement  shall enter into force on the Effective Date and
shall  continue  for a period of Two (2) years and shall automatically renew for
two  {2} successive one (1) year renewal terms, unless either party notifies the
other  in  writing  of  its intention not to renew the term at least thirty (30)
days  prior  to  the  expiration  of  the  then-current  applicable renewal date
(collectively,  the  "Term").
14.2.  Termination  for  Cause  - Either party shall have the right to terminate
this  Agreement  at  any time during the Term immediately by written termination
notice  to  the  other  party,  if  any  of  the  following  occurs:
14.2.1.    the  other party materially breaches this Agreement and fails to cure
such  material  breach  within thirty (30) days following the date the breaching
party  receives  written  notice  from  the  non-breaching  party describing the
breach;  whereupon  the  non-breaching  party  may  terminate  this  Agreement
immediately  upon  written  notice  to  the breaching party without granting the
breaching  party  the  right  to  cure  such  breach;.
14.2.2.    the  other party files a petition, action or other proceeding seeking
reliefer protection under any bankruptcy laws, whether voluntary or involuntary;
or  the  other  party becomes insolvent, or is unable to pay its debts as due or
ceases  to  conduct  business  in  the  normal  course;
14.2.3.    any  current  legislation  or  exchange controls under applicable law
preclude  Licensee  from  making  payments  to  5Q  in
United  States currency for a period of sixty (60) days; provided, however, that
termination  under  this  agreement  shall  not  relieve Licensee of its payment
obligations  under  this  Agreement;  or
14.2.4.    the  enactment of any law or regulation by any governmental authority
that  would  impair  or  restrict  5G's  right  to
terminate  this  Agreement  as herein provided, or ownership of interests in the
Licensed  Products  and the Intellectual Property rights therein, or 5G's rights
to  receive  payments  under  this  Agreement.
14.3.  Termination for Convenience - 5G shall have the right at any time and for
any  reason  upon  prior  written  notice  of Ninety (90) days to terminate this
agreement.  Such  termination shall become effective immediately upon expiration
of  the  time  period.
14.4,  Effect of Expiration or Termination. - Upon the expiration or termination
of  this  Agreement,
14.4.1.     all  rights  and  licenses granted by 5G to Licensee will terminate,
and
14.4.2.     Licensee  shall  cease  to  use  or  exploit  in  any  manner  the
Confidential  Information  of  5G  or  any  elements  thereof,
provided  that  Licensee  shall not be prohibited from sublicensing the Licensed
Software  installed  on  units  of the Licensed Product, in accordance with this
agreement,  which  it  has already received from 5G and for which it has paid 5G
within  thirty  (30)  days  after the date of that 5G delivers such units to the
Delivery  Location  (the  "Paid  Units"),
14.4.3.    Licensee  will  promptly return to 5G all Confidential Information of
5G  and  all  copies  or  derivatives  thereof  in any form in its possession or
control (except that Licensee may retain copies of such Confidential Information
in  order to provide support to its Customers and End Users for Paid Units), and
14.4.4.    5G  will  promptly return to Licensee all Confidential Information of
Licensee  and  all  copies  thereof.  Any  outstanding  payment obligations with
respect  to  Paid  Units.  Notwithstanding  the  foregoing,  the  expiration  or
termination  of  this Agreement will not relieve the parties of any liability or
obligation  that  accrued  prior  to  such  expiration  or  termination.
15.  MISCELLANEOUS
15.1.  Force  Majeure - Neither party shall be liable hereunder by reason of any
failure  or  delay in the performance of its obligations (except for the payment
of  money) on account of strikes, shortages, riots, insurrections, fires, flood,
storm,  explosions, acts of nature, acts of terrorism, war, governmental action,
labor  conditions, earthquakes or any other cause which is beyond the reasonable
control  of  such  party,  and  such  performance is excused for as long as said
cause.
15.2.  Waiver; Modification - The failure of either party to require performance
by the other party of any provision hereof shall not affect its right to require
such performance at any time thereafter; nor shall the waiver by either party of
a  breach  of  any  provision  hereof  be  taken  or  held to be a waiver of the
provision  itself. Any such waiver or any amendment of this Agreement must be in
writing  and  signed  by  both  ponies  to  be  effective.
15.3.  Severability  -  If  one  or  more provisions in this Agreement are ruled
entirely  or  partly  invalid  or  unenforceable  by  any  court or governmental
authority  of  competent jurisdiction, then: (i) the validity and enforceability
of  all  provisions  not  ruled  to  be  invalid  or  unenforceable shall remain
unaffected;  (ii)  the effect of such ruling shall be limited to the body making
the  ruling;  (iii)  the  provision(s)  held  wholly  or  partly  invalid  or
unenforceable  shall  be  deemed  amended,  and  the  parties  shall  reform the
provision(s)  to  the  minimum  extent  necessary  to  render  them  valid  and
enforceable  in  conformity  with  the parties' intent as manifested herein; and
(iv) if the ruling, or the controlling principle of law or equity leading to the
ruling,  is  subsequently overruled, modified, or amended, then the provision(s)
in  question,  as  originally set forth in this Agreement, shall be deemed valid
and enforceable to the maximum extent permitted by the new controlling principle
of  law  or  equity.
15.4.  Jurisdiction,  Venue  and  Choice  of  Law;  Litigation  Costs;
Assignment/injunctive  Relief-  This  Agreement  is entered into in and shall be
governed,  construed  and  enforced in all respects solely and exclusively under
the  laws of the State of California, USA without giving effect to any law which
would  result  in  the application of a different body of law. The Parties agree
that  the  United  Nations Convention on Contracts for the International Sale of
Goods  shall  not  apply to this Agreement. Any and all suits hereunder shall be
brought  and  resolved  solely  and  exclusively  in,  and  the  parties  hereby
irrevocably consent to the exclusive jurisdiction and proper venue of, the state
and  federal  courts  located in the County of Los Angeles, State of California,
USA,  and  waive  any  objections thereto based on any ground including Improper
venue  or  Forum  Non-Conveniens. The parties agree that any process directed to
any  of  them  in  any  such  litigation  may  be  served  outside  the State of
California,  USA, with the same force and effect as if the service had been made
within the State of California, USA, and that service of process may be effected
in  accordance  with  Section  15.7  hereof. Any decision rendered by such court
shall  be binding, final and conclusive upon the parties, and a judgment thereon
may be entered in, and enforced by, any court having jurisdiction over the party
against  which  an  award  is  entered  or  the location of such party's assets.
The  prevailing  party  in  any  action or suit shall be entitled to recover all
costs  it  incurred  in  connection  therewith,  including,  without limitation,
reasonable  attorneys'  fees.
Licensee  may  neither assign nor delegate this Agreement, nor any of its rights
or  obligations  hereunder,  without  5G's  prior written consent. 5G may freely
assign  or  delegate  this  Agreement. Any purported assignment or delegation of
this  Agreement  in violation of this agreement shall be null and void and of no
effect.  Subject to the preceding sentence, this Agreement shall bind each party
and  its  permitted  successors  and  assigns.
Notwithstanding anything to the contrary herein, each party shall be entitled to
seek injunctive or other equitable relief, wherever such party deems appropriate
in any jurisdiction, in order to preserve or enforce such parry's rights for any
breach  or  threatened breach of the other party of Section 3, 8, 9, 13, 14, 15,
Each  party  agrees  that:  (i)  Sections  3, 8, 9, 13, 14, 15 are necessary and
reasonable  to  protect  the other party and its business, (ii) any violation of
these  provisions  could  cause  irreparable injury to the other party for which
money  damages  would be inadequate, and (iii) as a result, the other party will
be  entitled  to  seek  and  obtain  injunctive  relief  against  the  breach or
threatened  breach of the provisions of Sections 3, 8, 9, 13, 14, 15 without the
necessity  of posting bond or proving actual damages. The parties agree that the
remedies  set  forth in this agreement are in addition to and in no way preclude
any  other  remedies  or  actions  that  may  be  available at law or under this
Agreement.
Notices.  Any  notice  under this Agreement must be given in English and made by
confirmed facsimile, or similar communication or by certified or registered mail
addressed  to  the  respective  parties  as  follows:
The  effective  dates  of  such  notice shall be (a) upon evidence of successful
facsimile transmission, or five (5) days following the date mailed for certified
or  registered  letters and two (2) days following the date mailed for overnight
letters, or (b) when delivered, if in person. The above addresses may be changed
at  any  time  by  giving  prior  written  notice  as  above  provided.
15.5.  Independent  Contractors.  The  relationship  between  5G and Licensee is
solely  that of independent contractors. Neither party nor its employees, agents
or representatives shall be considered employees, agents, partners, franchisees,
owners,  joint  ventures  or  representatives  of the other party. Neither party
shall  act or represent itself, directly or by implication, as agent, party to a
joint
venture  with the other party, partner or representative of the other, or in any
manner  assume or attempt to assume or create any obligation or liability of any
kind,  express  or  implied,  on  behalf  of,  or  in  the  name  of, the other.
15.6.  No Price Controls - Each party shall solely determine the prices at which
each  party  sells  products  to third parties, including the Licensed Products.
Neither  party  is  attempting  to  restrict  the other party from independently
setting  its  prices  for  products.
15.7.  Restricted  Rights.  -  Licensee agrees that the Licensed Hardware and/or
Software,  or  any  portion  thereof,  is  a  "commercial item," as that term is
defined  at  48  C.F.R.  2.101  (OCT  1995),  consisting of "commercial computer
software"  and  "commercial  computer software documentation," as such terms are
used  in  48  C.F,R. 12.212 (SEPT 1995), Consistent with 48 C.F.R. 12.212 and 48
C.F.R.  227.7202-1  through  227.7202-4  (JUNE  1995)  (and  any  superseding
regulations),  Licensee will provide the Licensed Software and/or Documentation,
or  any  portion  thereof, to U.S. Government End Users (i) only as a commercial
end  item  and (ii) with only those rights as ore granted to all other End Users
pursuant to the terms and conditions herein. Licensee further agrees that should
it  provide  the Licensed Software and/or Documentation, or any portion thereof,
to  another  governmental  entity,  Licensee  shall  make  reasonable commercial
efforts  to  enter  into an agreement ensuring that the proprietary rights of 5G
and  its suppliers receive the maximum protection available from such entity for
commercial  software  developed  at  private expense. Additionally, in the event
that Licensee receives a request from any agency of the U,S, Government, or from
any  agency  of  the  government  of  another  country  to  provide the Licensed
Hardware,  Software  and/or  Documentation,  or any portion thereof, with rights
beyond  those  set  forth  above, Licensee will notify 5G of the scope of rights
requested  and  the  agency  making  such  request  and 5G will have twenty (20)
business  days  to,  in  its  sole  discretion,  accept  or reject such request.
15.8.  Export  Controls  -  Licensee  understands that the Licensed Products are
subject  to  the  export  control  laws  and  regulations  of  the U.S. or Other
applicable  jurisdictions.  Licensee agrees that it will not export or re-export
the  Licensed Products in violation of such laws or regulations. With respect to
any  export transactions by under this Agreement, both parties will cooperate in
any  reasonable  manner  to  effect  compliance  with  all  applicable  export
regulations  with  regard  to  the  Licensed  Products.
15.9.  Corrupt  Practices  -  Licensee  shall not, directly or indirectly, make,
offer  or  agree  to  make or offer on behalf of 5G, any loan, gift, donation or
other  payment,  directly  or  indirectly,  whether  in cash or in kind, for the
benefit  of  or  at  the direction of any candidate, committee, political party,
political  function  or  government or government subdivision, or any individual
elected,  appointed  or  otherwise designated as an employee or officer thereof,
for the purposes of influencing any act or decision of such entity or individual
or  inducing  such entity or individual to do or omit to do anything in order to
obtain  or  retain  business or other benefits in violation of the United States
Foreign  Corrupt  Practices  Act.
15.10.   Boycott  -  Licensee shall not, directly or indirectly, take any action
that  would cause 5G to be in violation of United States anti-boycott laws under
the  United  States  Export  Administration  Act  or  the United States Internal
Revenue  Code,  or  any  regulation  thereunder.
15.11.  Section  Headings - Section headings are inserted herein for convenience
only  and  form  no  part  of  this  Agreement.
15.12.   Official  Language  -  The official version of this Agreement is in the
English  language  only,  which  language  shall  be  controlling
in  all  respects,  and  all  versions hereof in any other language ahall not be
binding  on  the  parties  hereto.  All communications and notices to be made or
given  pursuant  to  this  Agreement  shall  be  in  the  English  language.
15.13.  Entire  Agreement - This Agreement and the Exhibits A through E attached
hereto represent and constitute the sole, final and entire agreement between the
parties  with  respect  to  the  subject  matter  hereof, may only be amended in
writing  signed  by  both  parties,  and  supersede  all  prior  agreements  and
understandings  with  respect  to  the  matters  covered  by  this  Agreement.
15.14.   Counterparts  -  This  Agreement  may  be  executed  in  any  number of
counterparts,  each  of  which  shall  be an original, but all of which together
shall  constitute  one  instrument.  A  party  may  deliver  this  Agreement  by
transmitting  a  facsimile  of  this Agreement signed by such party to the other
party,  which  facsimile signature shall be deemed an original for all purposes.
15.15.  Non-exclusivity  - Nothing herein shall be deemed to restrict 5G's right
or  ability, whether during the Term or at any time thereafter, to; (i) directly
or indirectly sell, license, use, promote, market, exploit, develop or otherwise
deal  in  any  Licensed  Products or other product or service of any kind in any
location;  or  (ii)  enter  into  any business arrangement of whatever nature or
description,  including  without  limitation  arrangements  similar  to  those
contemplated  in  this  Agreement,  with  any  other  entity  in  any  location.
15.16.   Interpretation  - This Agreement has been negotiated by the parties and
their  respective  counsel.  This  Agreement  wilt  be  fairly  interpreted  in
accordance  with  its  terms  and without any strict construction in favor of or
against  any  party.  Any ambiguity will not be interpreted against the drafting
party.
REMAINDER  OF  PAGE  LEFT  INTENTIONALLY  BLANK

"5G"

/s/  Jerry  Dix
--------------------
Jerry  Dix

"Licensee"

/s/  Michael  Cummings
-----------------------
Michael  Cummings

IMPORTANT-  PLEASE  READ THIS END USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY
BEFORE  INSTALLING  OR  USING  ANY  50  WIRELESS  COMMUNCIACTIONS,  INC.  ("5G")
HARDWARE,  SOFTWARE  AND/OR APPLICABLE USER DOCUMENTATION PROVIDED BY 5G FOR THE
HARDWARE  AND/OR SOFTWARE (THE "DOCUMENTATION") PROVIDED BY 5G(COLLECTIVELY, THE
HARDWARE,  SOFTWARE  AND DOCUMENTATION ARE THE "PRODUCTS"). INSTALLATION, AND/OR
USE  OF  ANY PRODUCT CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. YOUR WRITTEN
APPROVAL  IS  NOT  A PREREQUISITE TO THE ENFORCEABILITY OF THIS AGREEMENT AND NO
SOLICITATION  OF  SUCH WRITTEN APPROVAL ON BEHALF OF 5G SHALL BE CONSTRUED AS AN
INFERENCE  TO  THE  CONTRARY.  IF  THIS  AGREEMENT  IS
IF  YOU  ARE  ACCESSING  THE SOFTWARE ELECTRONICALLY, CONFIRM YOUR ACCEPTANCE OF
THESE  TERMS BY SELECTING THE "I ACCEPT' BUTTON DURING THE INSTALLATION PROCESS.
IF  YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT, AND ARE NOT ALLOWED TO, INSTALL
THE  SOFTWARE,  AND  YOU  MUST RETURN ALL PRODUCTS AND PACKAGING TO THE POINT OF
PURCHASE  WITHIN  TEN  (10)  DAYS  FOLLOWING THE DATE YOU ACQUIRED IT FOR A FULL
REFUND.
1.    Ownership  -  5O  (or its licensors) owns all rights, title and interests,
including  any  and  all Intellectual Property Rights, in and to the 5G Hardware
and/or  Software (the "Product") (including all images, photographs, animations,
video,  audio,  music,  text, and "applets" therein) and all copies and portions
thereof.  The  product  is only licensed to you, not sold. Intellectual Property
Rights"  collectively  means  any  and all patents, data rights, utility models,
business  processes,  trade secrets, know how, trademarks, marks, service marks,
names,  trade  names, mask works, copyrights, moral rights and any other form of
proprietary  protection,  or  any  application  therefore, under the laws of the
United  States, any other jurisdiction or any bi-lateral or multi-lateral treaty
regime  (collectively,  "Jurisdictions")
2.    Grant  of  License  -  Subject to this Agreement, 5G grants you a limited,
fee-bearing,  non-exclusive,  revocable, non-sub licensable and non-transferable
license  to  use  the  Product  only  in  accordance with the Documentation. The
Product  shall  be  used  only  by  you  or  your  employees.
3.    License  Restrictions  -  You  shall  not:
3.1.   sublicense,  rent,  or otherwise provide the Software to any third party;
3.2.   use the Product for illegal purposes or in violation of any third party's
rights;
3.3.   reveal  serial  numbers,  accounts,  passwords,  device  identification
numbers,  or  other  information  that could jeopardize the integrity of your 5G
account;
3.4.   delete  or  tamper  with  the Software contain with the product or the 5G
Design  mark  and/or  other  related  5G  trademarks  and/or  tag  lines;  or
3.5.   delete or modify any Intellectual Property Rights notices on any Product.
Except  as  otherwise  expressly  authorized  by  applicable law, you shall not:
3.5.1.  reverse  engineer,  decompile,  modify,  translate, or reveal underlying
ideas  or  algorithms,  of  the  Software,  or  create  derivative works of, the
Software  or  incorporate  the  Software  into  or  with  other  software;  or
3.5.2.  copy  the  Product  for  any  purpose.
4.    No  Implied  License  or Rights - Except for the licenses in Section 2, 5G
reserves  all  Intellectual  Property  Rights  in  the  Software.
5.    High  Risk  Activities  -  The  Software  is not fault-tolerant and is not
intended  for use in hazardous environments requiring fail-safe performance (for
example,  the  operation  of  nuclear  facilities,  aircraft  navigation  or
communication  systems,  air  traffic  control,  medial  device and life support
machines,  or  weapon  systems)  in  which Software failure could lead to death,
personal  injury  or  severe  physical  and  environmental  damage  ("High  Risk
Activities").  Accordingly,  the Agreement excludes any High Risk Activities and
you  shall  not  use the Software in connection with any High Risk Activities of
any  kind.
6.    Term and Termination - This Agreement shall be and remain effective unless
and until you breach this Agreement in which case this Agreement shall terminate
immediately  without  notice from 5G. Upon termination of such license grant for
any  reason,  you  must  return  or  destroy  the  Hardware and/or Software. The
provisions of Sections 1,3,4,5,6,7,9, 10, 12 and 13 shall survive termination of
this  Agreement  for  any  reasons.
7.    Export  Control  Requirements  -  You  shall  not  export,  directly  or
indirectly,  any  Product  to  any  country  for  which  the  U.S.
Government  requires  an  export license or other governmental approval, without
first  obtaining  that  license  or  approval when required by applicable United
States  law.
8.    Limited  Warranty - Unless otherwise expressly required by applicable law,
5G  warrants  to  you  that:
8.1.   the  Product  will  be  free  from  material  defects and will perform in
substantial  compliance  with the Documentation for a period of ninety (90) days
from  your  purchase  date;  and
8.2.   the  Hardware  will  be  free  from  material defects and will perform in
substantial  compliance  with  the Documentation accompanying the Hardware for a
period  of  one  (1)  year  from  your  purchase  date  (in each case, "Warranty
Period").  50  shall  provide  the  technical  support and upgrades for original
purchasers.
8.3.   5G confirmation of a warranty defect, 5G at its sole option, shall either
repair  or  replace  the  defective Hardware or Software or refund your purchase
price  therefore. Replacement products or repaired items may be new, refurbished
or functionally equivalent items, Repair, replacement, or refund is the sole and
exclusive  obligation  of  5G  and remedy available to you from 5G for defective
Products.
25

<PAGE>
Your  warranty  rights  will  be  honored  only  if  you:
(a)  read  and  follow  the  Documentation  accompanying  the  Products;
(b) do not use any Products with non-5G products, unless otherwise authorized in
the  Documentation;
(c)  comply  with  this  Agreement;
(d)  do  not  tamper  with  any  Products'  external  label  or  serial  number;
(e)  do  not  open  any  Products'  case;
(f)  do  not  modify  or  alter  any  Products;  and
(g)  do  not  attempt to repair, or allow any third party to repair any Products
other  than  a  5G  authorized  representative.
9.     Warranty  Disclaimer - THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE
ONLY  WARRANTIES  HEREUNDER  AND  5G  DOES  NOT  WARRANT  THAT  ANY PRODUCT WILL
9.1.   MEET  YOUR  REQUIREMENTS,
9.2.   BE  INTEROPERABLE  WITH  ANY  OTHER  TECHNOLOGY,  OR
9.3.   FUNCTION WITHOUT INTERRUPTION OR ERROR. EXCEPT AS EXPLICITLY WARRANTED IN
AGREEMENT, 5G  DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NON-INFRINGEMENT,  OR  WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, TRADE
OR  PRACTICE.  NO  ORAL  OR OTHER WRITTEN INFORMATION SHALL CREATE ANY WARRANTY.
10.   Limitation  of  Liability - IN NO EVENT SHALL 5G 'S TOTAL LIABILITY TO YOU
FOR  ALL  DAMAGES,  LOSSES,  OR  CAUSES  OF  ACTION,  WHETHER  IN CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE
PRODUCT GIVING RISE TO LIABILITY. UNDER NO CIRCUMSTANCES SHALL 5G  BE LIABLE FOR
ANY  LOST  REVENUE  OR  PROFITS,  COST OF PROCUREMENT OF SUBSTITUTE GOODS OR ANY
INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES. THIS
LIMITATION  SHALL  APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED  REMEDY  PROVIDED  HEREIN.
11.  Jurisdictional  Limitations  -  CERTAIN  JURISDICTIONS  DO  NOT  ALLOW  THE
LIMITATION  OR  EXCLUSION  OF  CERTAIN WARRANTIES OR LIABILITY. HENCE, THE ABOVE
LIMITATIONS  OR  EXCLUSIONS  MAY  NOT  LIMIT YOUR RIGHTS HEREUNDER. YOU MAY HAVE
ADDITIONAL  RIGHTS  WHICH  LICENSEE   FROM  JURISDICTION  TO  JURISDICTION.
12.  Maintenance  -  Except  as  set  forth  in  the  Support  Policy, 5G is not
obligated  to  provide  maintenance, technical support or updates to you for any
Product.
Miscellaneous.
13.  Controlling  Law - This Agreement shall be deemed to have been made in, and
shall  be  solely  and  exclusively  construed  under,  the laws of the State of
California,  United  States  of  America, without giving effect to any law which
would  result  in the application of a different body of law. The United Nations
Convention  on Contracts for the International Sales of Goods shall not apply to
this  Agreement.
14.  Dispute  Resolution  -  Any and all disputes arising under or in connection
with  this  Agreement  shall  be  brought  and  resolved solely, exclusively and
finally  in  the  state  or  federal  courts  located  in  Los  Angeles  County,
California,  U.S.A.  Each  party hereby irrevocably consents to the jurisdiction
and  venue  of  the  state  and  federal  courts  located in Los Angeles County,
California,  U.S.A.  in  connection  with any claim, action, suit, or proceeding
relating  to this Agreement. A judgment of such court thereon may be entered in,
and  enforced  by, any court having jurisdiction over the party against which an
award  is  entered  or  the  location  of  a  party's  assets,  and  the parties
irrevocably  waive any objection to the jurisdiction of such courts based on any
ground.
Notwithstanding  the  foregoing,  5G  shall have the right to enforce its rights
under  agreements,  including seeking injunctive or equitable Or similar relief,
from  any  court  of competent jurisdiction wherever located. The parties hereby
irrevocably waive any objection that they may now or hereafter have to the venue
of  any  such  action  or  proceeding  in  any such court or that such action or
proceeding  was brought in an inconvenient court and agree not to plead or claim
the  same.
15.  Government  Licensee  -  If  you are acquiring any Product on behalf of any
unit  or agency of the United States Government, the following provisions apply:
15.1.  the  Government acknowledges 5G's representation that the Hardware and/or
Software  was  developed  at  private expense and no part of it is in the public
domain;
15.2.  the  Government acknowledges 5G's representation that the Hardware and/or
Software  is  "Restricted  Computer  Hardware  and/or  Software" as that term is
defined  in  Clause 52.227-19 of the Federal Acquisition Regulations ("FAR") and
is  "Commercial  Computer  Hardware and/or Software" as .that term is defined in
Subpart  227.471  of  the  Department  of Defense Federal Acquisition Regulation
Supplement  ("DFARS").  The  Government  agrees  that:
15.2.1.     if  the  Hardware  and/or  Software is supplied to the Department of
Defense  ("DOD"),  the  Software  is  classified  as
"Commercial  Computer  Software"  and  the Government Is acquiring only "limited
rights" in the Software as that term is defined in Clause 252,227-7013(a)(13) of
the  DFARS,  and
15.2.2. if the Hardware and/or Software is supplied to any unit or agency of the
United States Government other than DOD, the Government's rights in the Software
shall  be as defined in Clause 52.227-19(c)(2) of the FAR. In the event that any
of  the  above  referenced  agency  regulations  is  modified  or  amended,  the
subsequent  equivalent  regulations  shall  apply.
16.   Sever  ability  -  If any provision in this Agreement is ruled entirely or
partly  unenforceable  by  any  court  of  competent  jurisdiction,  then:
16.1.  such  provision shall be deemed amended, and the parties shall reform the
provision  to the minimum extent necessary to render it valid and enforceable in
conformity  with  the  parties'  intent  manifest  in  this  Agreement;  and
16.2.  the validity and enforceability of all provisions not ruled to be invalid
or  unenforceable  shall  remain  unaffected.
17.  Inspection  -  5G  shall  have  the  right,  at  its  own  expense and upon
reasonable written notice to you, to periodically inspect your premises and such
documents  as  5G may reasonably require, for the exclusive purpose of verifying
your  compliance  with  your  obligations  under  this  Agreement.
18.  Confidentiality  -  Except as expressly allowed by this Agreement, you will
not  at  any  time  use  or  disclose  to  any  person  or  entity any Software,
Documentation  or  related  technology,  idea,  algorithm  or  information.
19.   Information  -  You  consent  and  hereby  authorize 5G to collect and use
information  including,  but  not  limited  to,  your  use  of  the
Product,  billing  plan  and  revenue  generation  information,  location of the
Products,  your  third  party users' ("Users") activity, and Users' Media Access
Control  addresses,  solely  for  5G's  internal  purposes.
20.  Additional  Software  - You agree that through your use of the Products, 5G
may  periodically  offer  you  the  opportunity  to license additional Software,
either  royalty-free  or  for  additional  consideration.
21.   Complete  Agreement  -  This  Agreement,  including  the  Support  Policy
incorporated  by  reference  herein,  constitutes  the  sole,  final  and entire
Agreement  between the parties wilh respect to the subject matter hereof and may
only  be  amended in writing. This Agreement supersedes and terminates all prior
discussions,  understandings  and agreements with respect to the subject matter.
22.  Indemnification  -  You  shall  defend,  indemnify and hold harmless 5G its
officers,  directors, employees, agents, representatives, and distributors, from
and  against  any  and  all  suits,  actions,  claims,  costs,  damages, losses,
liabilities  and  expenses  (including legal fees) suffered or incurred by 5G in
connection  with  your  breach  of  Sections  3,5  or  7.
Should  you  have  any  questions concerning this Agreement, or if you desire to
contact  5G  for  any  reason,  please  write  to:

5G  Wireless  Communications,  Inc.
4136DeIReyAve.
Marina  Del  Key,  California  90292
EXHIBIT  C  License  Agreements  for  Open  Source  Programs

The  following  are  the  license  agreements  that relate to the following Open
Source  Programs:

1.   DHCPWIDE-implementation  Version  1.4.0
Copyright  (c)  1987,1989  Regents  of the University of California - All rights
reserved.  This  code is derived from software contributed to Berkeley by Arthur
David  Olson  of the National Cancer Institute. Redistribution and use in source
and  binary forms, with or without modification, are permitted provided that the
following  conditions  are  met:
1.    Redistributions  of  source  code  must retain the above copyright notice,
this  list  of  conditions  and  the  following  disclaimer.
2.    Redistributions  in binary form must reproduce the above copyright notice,
this list of conditions and the following disclaimer in the documentation and/or
other  materials  provided  with  the  distribution.
3.    All advertising materials mentioning features or use of this software must
display  the following acknowledgement: This product includes software developed
by  the  University  of  California,  Berkeley  and  its  contributors.
4.    Neither  the  name of the University nor the names of its contributors may
be  used  to  endorse  or  promote  products  derived from this software without
specific  prior  written  permission.
THIS  SOFTWARE  IS  PROVIDED  BY  THE  REGENTS  AND CONTRIBUTORS "AS IS" AND ANY
EXPRESS  OR  IMPLIED  WARRANTIES,  INCLUDING,  BUT  NOT  LIMITED TO, THE IMPLIED
WARRANTIES  OF  MERCHANTABILITY  AND  FITNESS  FOR  A  PARTICULAR  PURPOSE  ARE
DISCLAIMED,  IN  NO  EVENT  SHALL  THE REGENTS OR CONTRIBUTORS BE LIABLE FOR ANY
DIRECT,  INDIRECT,  INCIDENTAL,  SPECIAL,  EXEMPLARY,  OR  CONSEQUENTIAL DAMAGES
(INCLUDING,  BUT  NOT  LIMITED  TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
LOSS  OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON.
ANY  THEORY  OF  LIABILITY,  WHETHER  IN  CONTRACT,  STRICT  LIABILITY,  OR TORT
(INCLUDING  NEGLIGENCE  OR  OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS
SOFTWARE,  EVEN  IF  ADVISED  OF  THE  POSSIBILITY  OF  SUCH  DAMAGE.
Copyright (c) 1000,1992 The Regents of the University of California - All rights
reserved.  Redistribution  and  use  in source and binary forms, with or without
modification,  are permitted provided that: (1) source code distributions retain
the Above copyright notice and this paragraph in its entirety, (2) distributions
including  binary  code include the above copyright notice and this paragraph in
Its  entirety  in  the  documentation  or  other  materials  provided  with  the
distribution,  and  (3)  all advertising materials mentioning features or use of
this  software  display  the  following  acknowledgement: "This product includes
software developed by the University of California, Lawrence Berkeley Laboratory
and  its  contributors." Neither the name of the University nor the names of its
contributors  may  be  used  to  endorse  or  promote products derived from this
software  without  specific  prior written permission. THIS SOFTWARE IS PROVIDED
"AS  IS"  AND  WITHOUT  ANY  EXPRESS  OR  IMPLIED WARRANTIES, INCLUDING, WITHOUT
LIMITATION,  THE  IMPLIED  WARRANTIES  OF  MERCHANTABILITY  AND  FITNESS  FOR  A
PARTICULAR  PURPOSE.
Copyright  (c)  1983,1989  The  Regents  of  the University of California. - All
rights  reserved.  Redistribution  and  use  in source and binary forms, with or
without  modification,  are permitted provided that the following conditions are
met:
1.    Redistributions  of  source  code  must retain the above copyright notice,
this  list  of  conditions  and  the  following  disclaimer.
1.    Redistributions  in binary form must reproduce the above copyright notice,
this list of conditions and the following disclaimer in the documentation and/or
other  materials  provided  with  the  distribution.
3.    All advertising materials mentioning features or use of this software must
display  the following acknowledgement: This product includes software developed
by  the  University  of  California,  Berkeley  and  its  contributors.
4.    Neither  the  name of the University nor the names of its contributors may
be  used  to  endorse  or  promote  products  derived from this software without
specific  prior  written  permission.
THIS  SOFTWARE  IS  PROVIDED  BY  THE  REGENTS  AND CONTRIBUTORS "AS IS" AND ANY
EXPRESS  OR  IMPLIED  WARRANTIES,  INCLUDING,  BUT  NOT  LIMITED TO, THE IMPLIED
WARRANTIES  OF  MERCHANTABILITY  AND  FITNESS  FOR  A  PARTICULAR  PURPOSE  ARE
DISCLAIMED.  IN  NO  EVENT  SHALL  THE REGENTS OR CONTRIBUTORS BE LIABLE FOR ANY
DIRECT,  INDIRECT,  INCIDENTAL,  SPECIAL,  EXEMPLARY,  OR  CONSEQUENTIAL DAMAGES
(INCLUDING,  BUT  NOT  LIMITED  TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
LOSS  OF  USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON
ANY  THEORY  OF  LIABILITY,  WHETHER  IN  CONTRACT,  STRICT  LIABILITY,  OR TORT
(INCLUDING  NEGLIGENCE  OR  OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS
SOFTWARE,  EVEN  IF  ADVISED  OF  THE  POSSIBILITY  OF  SUCH  DAMAGE.
Copyright  (c)  1988  by  Carnegie Mellon - Permission to use, copy, modify, and
distribute  this  program  for  any  purpose  and without fee is hereby granted,
provided  that  this  copyright  and  permission notice appear on all copies and
supporting documentation, the name of Carnegie Mellon not be used in advertising
or  publicity  pertaining  to distribution of the program without specific prior
permission,  and  notice  be  given in supporting documentation that copying and
distribution  is  by  permission  of  Carnegie  Mellon  and Stanford University.
Carnegie  Mellon makes no representations about the suitability of this software
for  any  purpose,  It  is provided "as is" without express or implied warranty.
Copyright  (c)  1988  by  Carnegie Mellon - Permission to use, copy, modify, and
distribute  this  program  for  any  purpose  and without fee is hereby granted,
provided  that  this  copyright  and  permission notice appear on all copies and
supporting documentation, the name of Carnegie Mellon not be used in advertising
or  publicity  pertaining  to distribution of the program without specific prior
permission,  and  notice  be  given in supporting documentation that copying and
distribution  is  by  permission  of  Carnegie  Mellon, Carnegie Mellon makes no
representations  about  the  suitability of this software for any purpose. It is
provided  "as  is"  without  express  or  Implied  warranty.
2.   OpenSSL
Copyright  (c)  1998-2000  The  OpenSSL  Project  -  All  rights  reserved.
Redistribution and use hi source and binary forms, with or without modification,
are  permitted  provided  that  the  following  conditions  are  met;
1.    Redistributions  of  source  code  must retain the above copyright notice,
this  list  of  conditions  and  the  following  disclaimer.
2.    Redistributions  in binary form must reproduce the above copyright notice,
this  list  of  conditions and the following disclaimer in the documentation and
any  other  materials  provided  with  the  distribution.
3.     All  advertising  materials  mentioning  features or use of this software
must  display  the  following  acknowledgment:  This  product  includes software
developed  by  the  OpenSSL  Project  for  use  in  the  OpenSSL  Toolkit,
(http://www.openssl.org)
4.    The  names  "OpenSSL  Toolkit"  and  "OpenSSL Project" must not be used to
endorse  or  promote  products  derived from this software without prior written
permission.  For  written  permission,  please  contact openssl-core@openssl.org
5.    Products  derived  from  this software may not be called "OpenSSL" nor may
"OpenSSL"  appear in their names without prior written permission of the OpenSSL
Project.       '
6.    Redistributions  of  any  form  whatsoever  must  retain  the  following
acknowledgment: "This product includes software developed by the OpenSSL Project
for  use  in  the  OpenSSL  Toolkit  (http://www.openssl.org)"
THIS  SOFTWARE  IS  PROVIDED BY THE OpenSSL PROJECT "AS IS" AND ANY EXPRESSED OR
IMPLIED  WARRANTIES,  INCLUDING,  BUT  NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT
SHALL  THE  OpenSSL  PROJECT  OR  ITS  CONTRIBUTORS  BE  LIABLE  FOR ANY DIRECT,
INDIRECT,  INCIDENTAL,  SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING,
BUT  NOT  LIMITED  TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE,
DATA,  OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY,  WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE
OR  OTHERWISE)  ARISING  IN  ANY  WAY  OUT  OF THE USE OF THIS SOFTWARE, EVEN IF
ADVISED  OF  THE POSSIBILITY OF SUCH DAMAGE. This product includes cryptographic
software  written  by  Eric  Young  (eay@cryptsoft.com).  This  product includes
software  written  by  Tim  Hudson  (tjh@cryptsoft.com).
3.   SSLeay
Copyright (C) 1995-1998 Eric Young (eay@cryptsoft.com) All rights reserved. This
package  is an SSL implementation written by Eric Young (eay@ciyptsoft.com). The
implementation  was written so as to conform with Netscapes SSL. This library is
free  for  commercial and non-commercial use as long as the following conditions
are  adhered  to.  The  following  conditions  apply  to  all code found in this
distribution, be it the RC4, RSA, lhash, DBS, etc., code; not just the SSL code.
The  SSL  documentation  included  with this distribution is covered by the same
copyright  terms  except  that  the  holder  is  Tim Hudson (tjh@cryptsoft.com).
Copyright  remains  Eric  Young's, and as such any Copyright notices in the code
are  not  to be removed. If this package is used in a product, Eric Young should
be given attribution as the author of the parts of the library used. This can be
in  the form of a textual message at program startup or in documentation (online
or  textual)  provided  with  the  package, Redistribution and use in source and
binary  forms,  with  or  without  modification, are permitted provided that the
following  conditions  are  met:
1.    Redistributions of source code must retain the copyright notice, this list
of  conditions  and  the  following  disclaimer.
1.    Redistributions  to binary form must reproduce the above copyright notice,
this list of conditions and the following disclaimer in the documentation and/or
other  materials  provided  with  the  distribution.
3.    All advertising materials mentioning features or use of this software must
display  the  following  acknowledgement:  "This  product includes cryptographic
software  written  by  Eric Young (eay@cryptsoft.com)". The word 'cryptographic'
can  be  left  out  if  the  routines  from  the  library  being  used  are  not
cryptographic  related:-).
4.    If  you  include  any Windows specific code (or a derivative thereof) from
the apps directory (application code) you must include an acknowledgement: "This
product  includes  software  written  by  Tim  Hudson  (tjh@cryptsoft.com)"

THIS  SOFTWARE  IS  PROVIDED  BY  ERIC  YOUNG "AS IS" AND ANY EXPRESS OR IMPLIED
WARRANTIES,  INCLUDING,  BUT  NOT  LIMITED  TO,  THE  IMPLIED  WARRANTIES  OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT
SHALL THE AUTHOR OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL,  EXEMPLARY,  OR  CONSEQUENTIAL  DAMAGES (INCLUDING, BUT NOT LIMITED TO,
PROCUREMENT  OF  SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR
BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN
CONTRACT,  STRICT LIABILITY. OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING
IN  ANY  WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY
OF  SUCH  DAMAGE.  The license and distribution terms fur any publicly available
version  or  derivative  of  this  code cannot be changed, i.e. this code cannot
simply  be  copied  and put under another distribution license including the GNU
Public  License.