<PAGE>

                                                                   EXHIBIT 10.10

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK
(***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE
COMMISSION.]

                     HELLOSOFT TECHNOLOGY LICENSE AGREEMENT
                     --------------------------------------
                              FOR RIM SEMICONDUCTOR
                              ---------------------


         This License Agreement (the "Agreement") is made and entered into as of
February 3, 2006 (the "Effective Date") between HelloSoft, Inc., a Delaware
corporation, having a principal place of business at 2099 Gateway Place, Suite
200, San Jose, California 95110 ("HelloSoft"), and Rim Semiconductor, a Delaware
corporation having a principal place of business at 305 NE 102nd Avenue, Suite
105, Portland, OR 97220 ("Licensee").


         Whereas HelloSoft is in the business of developing, designing,
licensing and distributing software technology products;

         Whereas Licensee wishes to obtain certain license rights from HelloSoft
to design, manufacture and sell chips that contain HelloSoft object code.

         NOW THEREFORE, in consideration of the parties' mutual covenants as set
forth below, HelloSoft and Licensee agree as follows:

          1.   DEFINITIONS

               1.1. "AFFILIATES" means a corporation or any other legal entity,
                    including subsidiaries or related companies, the majority of
                    whose shares or other securities entitled to vote for
                    election of directors (or managing authority) is now or
                    hereafter controlled by Licensee either directly or
                    indirectly.

               1.2. "CONFIDENTIAL INFORMATION" means and the terms and
                    conditions of this Agreement, and any information, technical
                    data, or know-how related to any aspect of either party's
                    business and disclosed by such party (the "disclosing
                    party") to the other party (the "receiving party")
                    including, but not limited to, technologies, research,
                    products, proposals, software, services, development,
                    inventions, processes, designs, drawings, engineering,
                    marketing, customer lists and finances, and which is either
                    marked "confidential" or "proprietary" or, if disclosed
                    orally or by visual inspection, is designated as
                    confidential or proprietary at the time of disclosure and
                    confirmed in a writing so marked within twenty (20) days
                    following disclosure.. Confidential Information does not
                    include any such information, technical data, or know-how
                    which (i) is or becomes publicly available without the
                    breach of this Agreement by the y receiving party; (ii) is
                    released by written consent of the disclosing party for
                    disclosure by the receiving party; (iii) is known by the
                    receiving party prior to the disclosure by the disclosing
                    party; (iv) is rightfully received by the receiving party
                    from a third party who has the legal right to disclose it,
                    without an obligation to keep such information confidential;
                    or (v) is independently developed by the receiving party's
                    employees or the employees of a party's Affiliate not having
                    access to such information.

               1.3. "INTELLECTUAL PROPERTY" means patent rights (including
                    patent applications and disclosures), copyrights, trade
                    secrets, know-how and any other intellectual property rights
                    recognized in any country or jurisdiction of the world, but
                    does not mean trademark, trade names, logos, or service
                    marks.
<PAGE>

               1.4. "LICENSED TECHNOLOGY" means the HelloSoft proprietary
                    software and related documentation described in Exhibit A of
                    this Agreement.

               1.5. "LICENSED PRODUCT" means a product of Licensee or an
                    Affiliate of Licensee, as described in Exhibit E of this
                    Agreement, containing the Licensed Technology.

               1.6. "DELIVERABLES" means the items to be delivered to Licensee
                    by HelloSoft, as set forth in Exhibit B of this Agreement.

               1.7  "USE" means the use by Licensee of the Licensed Technology
                    to make a unique version of a Licensed Product with respect
                    to either the chip or the operating system. The number of
                    USES shall mean the number of such versions that are made by
                    or for Licensee.

          2.   GRANT OF LICENSE

               2.1. LICENSE TO USE LICENSED TECHNOLOGY Subject to the terms and
                    conditions of this Agreement and payment to Hellosoft as per
                    Exhibit C, HelloSoft hereby grants to Licensee, and Licensee
                    accepts, a worldwide, non sub licensable, nonexclusive,
                    nontransferable, non-assignable (except as set forth in
                    ss.11.6 of this Agreement) license to demonstrate, display,
                    develop, make, have made, sell and lease a Licensed Product
                    containing the Licensed Technology in object code form
                    ("Development and Manufacturing Right") for telephony
                    wireline applications.

               2.2. DOCUMENTATION HelloSoft will provide to Licensee the
                    documentation set forth in Exhibit B hereto relating to the
                    Licensed Technology, in electronic format. HelloSoft hereby
                    grants to Licensee a nonexclusive, nontransferable,
                    worldwide license to copy, modify, have modified, and
                    distribute internally and to its Affiliates, in whole or in
                    part, the documentation only in connection with the
                    development, manufacture and sale of the Licensed Product.

               2.3. LICENSEE MATERIALS. Licensee will provide to Hellosoft the
                    material as set forth in Exhibit F for HelloSoft's use in
                    delivering to Licensee the Deliverables as per Exhibit B
                    (the "Licensee Materials"). Licensee grants to HelloSoft a
                    royalty-free, non-exclusive, revocable license to use,
                    reproduce and modify the Licensee Materials solely for the
                    purpose of performing its development and delivery
                    obligations to Licensee hereunder. The Licensee Materials
                    are and shall remain the sole and exclusive property of
                    Licensee. No other rights or licenses to use such Licensee
                    Materials or any intellectual property of Licensee are
                    granted hereunder.

          3.   PAYMENTS AND DELIVERY

               3.1. LICENSE FEE AND ROYALTIES: In consideration of the licenses
                    granted to Licensee and the Deliverables provided to
                    Licensee hereunder, Licensee will pay HelloSoft the license
                    fee, non-recurring engineering charges ("NRE") and royalties
                    as set forth in Exhibit C. HelloSoft will deliver to
                    Licensee, in electronic media, the Deliverables set forth in
                    Exhibit B. Royalties shall be payable in accordance with
                    Section 4.

               3.2. TAXES Licensee will be responsible for the payment of all
                    export, excise, sales, use, property and other taxes based
                    upon the transactions under this Agreement or the fees paid
                    hereunder, other than taxes imposed upon or measured by
                    HelloSoft's net income.

          4.   REPORTS AND AUDITS

               4.1  REPORTS Royalty payments will accrue during the Licensee
                    fiscal quarters in which the Licensed Products are shipped.
                    On or before the thirtieth (30th) day following the close of
                    each Licensee fiscal quarter Licensee will deliver to


                                       2
<PAGE>

                    HelloSoft a royalty report which states: (a) the number of
                    all units of the Licensed Product for which royalties
                    accrued during such fiscal quarter by product type; and (b)
                    the total amount of the royalties payable to HelloSoft. The
                    report shall be accompanied by the payment of the royalties
                    accrued during the quarter.

               4.2  AUDIT For a period of three (3) years after each payment of
                    royalties, Licensee will maintain such accurate books and
                    records relating to Licensee's performance under this
                    Agreement as will be sufficient to confirm Licensee's proper
                    payment of such royalties due under this Agreement and
                    compliance with Sections 2.1 through 2.2. Licensee will be
                    responsible for reporting and payment to HelloSoft for all
                    Licensed Product, by product type, shipped by it or any of
                    its Affiliates, or on their behalf. Licensee will permit a
                    nationally known, independent accounting firm reasonably
                    acceptable to Licensee, under a confidentiality agreement
                    with Licensee, to audit such books and records as may
                    reasonably be required to verify proper payment of royalties
                    due under this Agreement and compliance with Sections 2.1
                    through 2.2, at such times as HelloSoft may reasonably
                    request, upon reasonable written notice. All such records of
                    Licensee will be considered Licensee's Confidential
                    Information. The accounting firm shall provide to HelloSoft
                    only such information as is necessary to calculate the
                    amount of royalties due hereunder and verify compliance with
                    Sections 2.1 through 2.2, and shall provide Licensee with a
                    copy of any report or written document provided to HelloSoft
                    in connection with such audit. Licensee agrees to provide,
                    and agrees to cause its Affiliates to provide, reasonable
                    assistance, without charge, to the independent accounting
                    firm in conducting the audit. HelloSoft will pay the cost of
                    audits unless any audit reveals that Licensee has underpaid
                    royalties by more than seven and one-half percent (7.5%) of
                    the royalties owed, in which case Licensee will bear all
                    expenses reasonably incurred by HelloSoft in connection with
                    the audit. Audits will not unreasonably interfere with
                    Licensee's business activities. Unless an audit reveals an
                    underpayment of more than seven and one-half percent (7.5%)
                    of the royalties owed, Licensee and its Affiliates will not
                    be required to submit to any audit more than once during any
                    twelve (12) month period.

          5.   MAINTENANCE AND SUPPORT

               5.1. MAINTENANCE AND SUPPORT HelloSoft will provide annual
                    maintenance and support per the terms shown in Exhibit D.

          6.   OWNERSHIP RIGHTS

               6.1. OWNERSHIP HelloSoft will retain all ownership, right, title,
                    and interest (including, without limitation, all copyrights,
                    patents and other intellectual property rights) in and to
                    the Licensed Technology and the Deliverables. Licensee
                    and/or its Affiliates will have and retain all ownership,
                    right, title and interest (including, without limitation,
                    all copyrights, patents and other intellectual property
                    rights) in and to the Licensed Product, subject to
                    HelloSoft's underlying interest in the Licensed Technology.

               6.2. PROPRIETARY NOTICES All copies of the Deliverables made by
                    Licensee will contain HelloSoft's proprietary notices as
                    established by guidelines promulgated from time to time by
                    HelloSoft, and Licensee will not remove any copyright or
                    other proprietary notices contained in the Hellosoft
                    Deliverables and/or Licensed Technology.

               6.3. TRADEMARKS Except as provided in this Agreement, Licensee
                    may not use HelloSoft's name, logo, or trademarks without
                    HelloSoft's prior written consent, which shall not be
                    unreasonably withheld.

               6.4. RIGHT TO LICENSE Licensee hereby expressly acknowledges and
                    affirms Hellosoft's assertion of a right to license the
                    Licensed Technology. Accordingly, Licensee will not at any
                    time, and Licensee will ensure that its Affiliates will not
                    at any time, directly or indirectly, oppose the grant of,
                    dispute the validity of or cooperate in any suit or
                    proceeding which challenges or disputes any proprietary
                    rights of HelloSoft in the Licensed Technology or HelloSoft
                    in the licensing of the Deliverables, or any portion
                    thereof. The foregoing shall not be construed as limiting
                    Licensee's right to indemnification under Section 8.

                                       3
<PAGE>

          7.   REPRESENTATIONS AND WARRANTIES

               7.1. HELLOSOFT REPRESENTATIONS HelloSoft represents and warrants
                    to Licensee only that (a) it possesses the right and
                    capacity to enter into this Agreement; and (b) the Hellosoft
                    Deliverables will operate in accordance with the
                    specification as described in Exhibit B.

               7.2. LICENSEE REPRESENTATIONS Licensee represents and warrants
                    that: (a) it possesses the right and capacity to enter into
                    this Agreement; and (b) it will comply with the guidelines
                    of Hellosoft as per ss.6.2 or as reasonably modified by
                    Hellosoft from time to time.

               7.3. DISCLAIMER EXCEPT AS PROVIDED IN ss.7.1 HELLOSOFT MAKES NO
                    WARRANTY OF ANY KIND WITH REGARD TO THE LICENSED TECNOLOGY,
                    AND THE DELIVERABLES. HELLOSOFT EXPRESSLY DISCLAIMS ANY
                    OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED
                    WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
                    PURPOSE, WHETHER ARISING IN LAW, CUSTOM, CONDUCT, OR
                    OTHERWISE.

          8.   INDEMNIFICATION AND LIMITATION OF LIABILITY

               8.1. HELLOSOFT INDEMNIFICATION HelloSoft agrees to defend or
                    settle at HelloSoft's own expense and under HelloSoft's sole
                    control any claim, suit or proceeding brought by a third
                    party against Licensee or an Affiliate of Licensee to the
                    extent that such claim, suit or proceeding is based upon any
                    claim of intellectual property infringement with respect to
                    Licensed Technology, subject to the limitations herein.
                    HelloSoft will be relieved of the foregoing obligations
                    unless Licensee (i) notifies HelloSoft promptly in writing
                    of such claim, suit or proceeding, and (ii) gives HelloSoft
                    information and assistance with respect to any such claim,
                    suit or proceeding. HelloSoft will not enter into a
                    settlement agreement without Licensee's prior written
                    consent, which consent shall not be unreasonably withheld.
                    If the Licensed Technology, or any part thereof, is finally
                    adjudicated to be, or in HelloSoft's opinion may become, the
                    subject of any claim, suit or proceeding for infringement of
                    any patent, copyright, trade secret, or other intellectual
                    property rights of a third party, or if the distribution or
                    use of the Licensed Product, or any part thereof, is
                    enjoined, then HelloSoft will, at HelloSoft's option and
                    expense: (i) procure for Licensee and its Affiliates and
                    Customers the right to distribute and/or use the Licensed
                    Product under such proprietary rights; or (ii) suitably
                    modify the Licensed Technology while maintaining
                    functionality and performance equivalent to the Licensed
                    Technology originally delivered hereunder, or (iii) refund
                    the license fees paid therefor by Licensee upon Licensee's
                    return of all materials related to the Licensed Technology.
                    HelloSoft will not be liable for any costs or expense
                    incurred by Licensee in connection with the claim, suit or
                    proceeding without HelloSoft's prior written authorization,
                    such authorization not to be unreasonably withheld.
                    HelloSoft assumes no liability in connection with, arising
                    from or resulting from:: (x) any combination of the Licensed
                    Technology with other technology or products if such
                    liability would not have arisen but for the combination; or
                    (y) any modification of the Licensed Technology or
                    Documentation, unless such modification was made by
                    HelloSoft pursuant to specifications and designs drafted by
                    HelloSoft, if such liability would not have arisen but for
                    such modification.

               8.2. LICENSEE INDEMNITY Licensee agrees to indemnify and hold
                    HelloSoft harmless and to defend and settle at Licensee's
                    expense under Licensee's sole control and pay all damages,
                    liability, expenses (including but not limited to reasonable
                    attorney's fees), resulting from any claim, suit or
                    proceeding brought against HelloSoft by a third party
                    arising out of a cause set forth in Section 8.1 (x) or (y).
                    Licensee will be relieved of the foregoing obligations
                    unless HelloSoft (i) notifies Licensee promptly in writing
                    of such claim, suit or proceeding, and (ii) gives Licensee
                    information and assistance with respect to any such claim,
                    suit or proceeding. Licensee will not enter into a
                    settlement agreement without HelloSoft's prior written
                    consent, which consent shall not be unreasonably withheld.

                                       4
<PAGE>

               8.3. EXCLUSIVE REMEDY THE FOREGOING PROVISIONS OF THIS ss.8 STATE
                    THE ENTIRE LIABILITY AND OBLIGATIONS OF EACH PARTY AND THE
                    EXCLUSIVE REMEDY OF EACH PARTY WITH RESPECT TO ANY ALLEGED
                    INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT BY THE LICENSED
                    TECHNOLOGY.

               8.4. LIMITATION UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE
                    ENTITLED TO RECOVER FROM THE OTHER ANY INDIRECT,
                    CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, WHETHER IN
                    CONTRACT OR IN TORT, EVEN IF THE PARTY HAS BEEN ADVISED OF
                    THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT, WITH THE
                    EXCEPTION OF A BREACH OF THE LICENSING RESTRICTIONS IN
                    SECTIONS 2.1 THROUGH 2.2 AND/OR THE CONFIDENTIALITY
                    OBLIGATION IN SECTION 9, SHALL HELLOSOFT'S OR LICENSEE'S
                    TOTAL LIABILITY UNDER THIS AGREEMENT OR FOR BREACH OF THIS
                    AGREEMENT, WHETHER BASED UPON CONTRACT, INDEMNIFICATION,
                    TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT
                    LIABILITY OR ANY OTHER LEGAL THEORY, EXCEED THE LICENSE FEES
                    PAID (AS TO HELLOSOFT'S LIABILITY) OR PAID AND PAYABLE (AS
                    TO LICENSEE'S LIABILITY) BY LICENSEE TO HELLOSOFT HEREUNDER.
                    NOTWITHSTANDING, SECTION 8,1, HELLOSOFT SHALL HAVE NO
                    LIABILITY FOR ANY THIRD-PARTY'S CLAIM IN RESPECT OF THE
                    PATENTS OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS OR
                    COPYRIGHTS THAT (i) CONSTITUTE ITU-T OR ETSI OR OTHER
                    STANDARDS-BASED RECOMMENDATIONS, AND (ii) ARE ESSENTIAL AND
                    INEVITABLE TO SATISFY THE SAID RECOMMENDATIONS, AND (iii)
                    ARE RELATED TO ITEMS G.723.1 AND G.729AB OF THE DELIVERABLES
                    SET FORTH IN EXHIBIT B. EACH PARTY ACKNOWLEDGES THAT THE
                    FOREGOING WAIVER SERVES AS A MATERIAL INDUCEMENT FOR IT TO
                    ENTER INTO THIS AGREEMENT.

          9.   CONFIDENTIALITY

               9.1. RESTRICTIONS Each party (i) agrees not to disclose
                    Confidential Information given to it by the other party to
                    any person, real or legal (including, without limitation,
                    the receiving party's employees), except as necessary for
                    the other party to perform its obligations and/or exercise
                    its rights under this Agreement or as required by court
                    order; (ii) will require its employees having access to
                    Confidential Information and any third party to whom
                    disclosure of Confidential Information is permitted and
                    necessary hereunder to sign or already have signed a
                    confidentiality agreement containing provisions
                    substantially similar to this Agreement; (iii) will exercise
                    the same degree of care to safeguard the confidentiality of
                    such Confidential Information as it would exercise in
                    protecting the confidentiality of similar property of its
                    own (but in no event less than is standard in the industry);
                    (iv) agrees to use its diligent efforts to prevent
                    inadvertent or unauthorized disclosure, publication or
                    dissemination of any Confidential Information; and (v)
                    agrees not to use the Confidential Information for any
                    purpose not authorized hereunder. Confidential Information
                    will be maintained in confidence for a period of five (5)
                    years from the date of disclosure, except the Confidential
                    Information of HelloSoft incorporated into the Deliverables
                    which will be maintained in confidence in perpetuity. Upon
                    termination of this Agreement, each party will promptly
                    deliver to the other party all Confidential Information
                    provided by that party during the term of this Agreement.
                    Licensee and HelloSoft will each be entitled to such
                    remedies as may be available against the other under the
                    applicable law for any loss or damage the other may sustain
                    as a result of the wrongful use or disclosure by the other
                    party (or any employees, contractors, or permitted assignees
                    of the other party or Licensee's Affiliate) of its
                    Confidential Information.

                                       5
<PAGE>

               9.2. UNAUTHORIZED DISCLOSURES Each party will notify the other of
                    any actual or suspected unauthorized use or disclosure of
                    Confidential Information or infringement of any Confidential
                    Information of which such party has knowledge, and will
                    reasonably cooperate with the other party in the
                    investigation and prosecution of such unauthorized use,
                    disclosure, or infringement. In the event of unauthorized
                    use of confidential information by a party of this
                    agreement, such party will take all reasonable steps to
                    mitigate the harm resulting from such use or disclosure.

               9.3. RELEASE TO LICENSEE'S CUSTOMERS The parties will mutually
                    agree upon a subset of the Confidential Information which
                    may be disclosed to Licensee's customers, and used by such
                    customers, for the sole purpose of helping such customers
                    design Licensed Product into their end products, provided
                    that: (a) such disclosure is subject to the terms and
                    conditions set forth in ss.9.1 and ss.9.2; and (b)
                    Licensee's customers will have no right to copy (except as
                    necessary for customers to carry out such design),
                    distribute or further disclose such Confidential
                    Information. Licensee will require all such customers to
                    execute written confidentiality agreements with Licensee
                    that, without limitation, contain the foregoing terms and
                    conditions, and impose on such customers the obligations and
                    restrictions imposed on Licensee in this ss.9, and designate
                    Hellosoft as a third-party beneficiary of such customer
                    obligations.

          10.  TERM AND TERMINATION

               10.1. TERM This Agreement will commence on the Effective Date and
                    continue for a four (4)- year term unless the Agreement is
                    terminated earlier under the provisions of this ss.10 (the
                    "Term"). In the event of termination of this Agreement due
                    to expiry of the Term, Licensee shall have the right in
                    perpetuity to continue shipping and supporting those USES of
                    the Licensed Product as to which the License Fees per
                    Exhibit C had been paid to HelloSoft prior to the time of
                    termination due to expiry of the Term, subject to the
                    Licensee continuing to comply with ss.3, ss.4 and ss.9,
                    including the reporting and payment of royalties and
                    continuing in perpetuity to maintain in confidence the
                    Confidential Information of Hellosoft incorporated into the
                    Deliverables.

               10.2. TERMINATION FOR CAUSE If either party defaults in the
                    performance of any material provision of this Agreement,
                    then the non-defaulting party shall give written notice to
                    the defaulting party that if the default is not cured within
                    thirty (30) days, (or, if it cannot be cured in that time,
                    the party has not commenced remedial procedures reasonably
                    satisfactory to the non-breaching party), then the Agreement
                    will automatically terminate at the end of such period. Any
                    breach of the provisions in ss.9 will be considered
                    breaches, which cannot be cured and may be the basis for the
                    immediate termination of this Agreement.

               10.3. EFFECT OF TERMINATION FOR CAUSE In the event this Agreement
                    is terminated pursuant to ss.10.2 due to Licensee's breach,
                    all rights granted to Licensee with respect to the Licensed
                    Technology, which had been granted pursuant to this
                    Agreement, will then be terminated.

               10.4. SURVIVAL The provisions of ss.ss.1, 6, 7, 8, 9, 10 and 11
                    will survive any termination of this Agreement.

               10.5. ACCELERATION OF PAYMENTS In the event that this Agreement
                    is terminated, the payment date of all payments that already
                    have accrued will be accelerated and such payments will
                    become immediately due and payable as of the date of
                    termination.

               10.6. TERMINATION NOT EXCLUSIVE REMEDY Except as expressly
                    limited by this Agreement, termination of this Agreement
                    will be without prejudice to any other remedy which may be
                    available to a party due to default of this Agreement.
                    Violation of obligations under this Agreement may cause
                    irreparable harm and damage, which may not be recovered at
                    law, and remedies for breach of this Agreement may be
                    awarded in equity through injunctive relief by any court of
                    competent jurisdiction.

                                       6
<PAGE>

          11.  MISCELLANEOUS

               11.1. RELATIONSHIP The relationship between the parties will be
                    that of independent contractors. Nothing contained herein
                    will be construed to imply a joint venture, principal or
                    agent relationship, or other joint relationship, and neither
                    party will have the rights, power or authority to create any
                    obligation, express or implied, on behalf of the other.

               11.2. GOVERNING LAW This Agreement shall be governed in all
                    respects by the substantive laws of the State of California,
                    United States of America, exclusive of its conflict of laws
                    rules, as applied to agreements entered into in California
                    between California residents. The parties specifically agree
                    that the provisions of the United Nations Convention on the
                    International Sales of Goods are excluded.

               11.3. ARBITRATION In the event of any dispute under this
                    Agreement, the parties expressly agree to submit the
                    grievance to binding arbitration, provided that Hellosoft
                    may also seek equitable relief to protect its Intellectual
                    Property from any court of competent jurisdiction, in
                    addition to or in lieu of arbitration. A single arbitrator
                    experienced in technology license agreements who is mutually
                    acceptable to both parties shall hold the arbitration. The
                    decision of the arbitrator shall be binding upon the
                    parties. The arbitrator shall apply California Law. The
                    arbitration will be conducted in Santa Clara County,
                    California. Both parties shall share the fees of the
                    arbitrator equally. Any award rendered by the arbitrator may
                    be entered for enforcement, if necessary, in any court of
                    competent jurisdiction, the party against whom enforcement
                    is sought bearing the costs and expenses, including
                    attorney's fees, related to such entry and enforcement.

               11.4. WAIVER Failure by any party to enforce any of its rights
                    under this Agreement will not be deemed a waiver of any
                    right which that party has under this Agreement.

               11.5. SEVERABILITY Should any provisions of this Agreement
                    contravene any law or valid regulation of any government
                    having jurisdiction over the parties, then such provision
                    will be automatically terminated and performance thereof by
                    the parties waived, and all other provisions of this
                    Agreement will continue in full force and effect.

               11.6. ASSIGNMENT Licensee may not sell, transfer, assign or
                    subcontract any right or obligation under this Agreement
                    without the prior written consent of HelloSoft, which
                    consent shall not be unreasonably withheld.

               11.7. PUBLICITY The parties may (with mutual consent) issue a
                    joint press release or information to the general public
                    regarding this Agreement. Before such joint press release,
                    neither party will disclose the terms and conditions of this
                    Agreement. At all times the licensing details and fees
                    involved in this Agreement will remain confidential.
                    Notwithstanding the restrictions of Section 9, the parties
                    may disclose the existence of this Agreement and the license
                    rights granted hereunder, but no other terms and conditions
                    hereof, solely for purposes of marketing and selling their
                    own respective products.

               11.8 NOTICES All notices, requests, consents and other
                    communications hereunder will be in writing and delivered
                    personally, by courier such as DHL or Federal Express, by
                    mail, or by facsimile (with facsimiles to be promptly
                    confirmed in writing). All such written communications
                    delivered by mail will be mailed, postage prepaid, either by
                    certified or registered, first-class mail to the parties at
                    their respective addresses as set forth below, subject to
                    the right of either party to change its address by
                    delivering written notice to the other. Such notices will be
                    deemed to be effective upon five (5) days following the date
                    of mailing or upon receipt if by facsimile or personal
                    delivery.

                                       7
<PAGE>

               11.9 EXPERT ADVICE Each party has consulted such legal,
                    financial, technical, or other expert it deems necessary or
                    desirable before entering into this Agreement. Each party
                    represents and warrants that it has read, knows,
                    understands, and agrees with the terms and conditions of
                    this Agreement. Neither party has relied upon any oral
                    representation of the other party in entering into this
                    Agreement. All discussions, estimates or projections
                    developed by a party during the course of negotiating the
                    terms and conditions of this Agreement are by way of
                    illustration only, and, unless specifically contained in
                    this Agreement or one of its Exhibits, are not binding or
                    enforceable against the other party in law or in equity.

               11.10 EXPORT The parties agree that they shall at all times act
                    in conformity with all applicable laws and regulations,
                    including but not limited to, the U.S. export laws.

               11.11 FORCE MAJEURE Except for payment of moneys due under this
                    Agreement, nonperformance of either party will be excused to
                    the extent that performance is rendered impossible by fire,
                    flood, governmental acts or orders or restrictions, failure
                    of suppliers, or any other reason where failure to perform
                    is beyond the control and not caused by the negligence of
                    the non-performing party.

               11.12 ENTIRE AGREEMENT; This Agreement constitutes the complete
                    understanding and agreement of the parties and supersedes
                    all prior and contemporaneous negotiations, understandings
                    and agreements, oral or written, with respect to the subject
                    matter of this Agreement. Any modification or amendment of
                    any provision of this Agreement will be effective only if in
                    writing and signed by an authorized representative of both
                    parties.



                IN WITNESS WHEREOF, the parties have executed this Agreement by
their duly authorized representatives.



"Licensee"                                     HelloSoft



By:    Brad Ketch                              By:     Krishna Yarlagadda


Title: President & CEO                         Title:  CEO


Signature: /s/ Brad Ketch                      Signature: /s/ Krishna Yarlagadda
           ----------------------------                   ----------------------

                                       8
<PAGE>

                                    EXHIBIT A
                                    ---------

                               LICENSED TECHNOLOGY
                               -------------------

         IINTEGRATED VOIP SUITE FOR ARM926EJ-S BASED PROCESSOR RUNNING ON
EMBEDDED LINUX OS.

o        Voice codecs: ITU-T G.711, G.729A/B, G.723.1, G.726
o        Lost Packet Compensation unit (PLC): ITU-T G.711 Appendix I
o        VAD/CNG: ITU-T G.711 Appendix II
o        ITU-T G.168 compliant Line Echo Canceller (16/32 ms Tail Length)
o        Adaptive Jitter Buffer and Packet Play out unit.
o        Telephony Modules: DTMF Generator/ Detector, Call Progress Tone
         Generator/Detector,
o        RTP/RTCP: IETF RFC 3550 and 3551
o        In-Band Signaling: IETF RFC 2833 RTP Payload for DTMF digits, telephony
         tones and signals.
o        SIP Stack and User Agent for VoIP Terminals based on IETF RFC 3261,
         Session Description protocol (SDP) RFC 2327
o        Hellosoft's Media processing Framework, Call Control Manager, VoIP
         System level Framework, OA&M, DIM, OS Abstraction Layer, Application
         Interface Layer.


<PAGE>

                                    EXHIBIT B
                                    ---------

                             HELLOSOFT DELIVERABLES
                             ----------------------

(B-1)

Object code for the modules set forth below for the ARM9E architecture running
Linux OS verified on Hellosoft's ARM926EJS-based VoIP reference platform:


o        ITU-T G.711: Pulse code modulation (PCM) of voice frequencies.

o        ITU-T G.711 Appendix I: A high quality low-complexity algorithm for
         packet loss concealment with G.711 (PLC).

o        ITU-T G.711: Appendix II: A comfort noise payload definition for ITU-T
         G.711 use in packet-based multimedia communication systems (VAD/CNG).

o        ITU-T G.729: Annex A and Annex B, Coding of speech at 8 kbit/s using
         conjugate structure algebraic-code-excited linear-prediction
         (CS-ACELP), silence compression scheme for G.729 optimized for
         terminals conforming to recommendation V.70.

o        ITU-T G.723.1: Dual Rate Speech Coder for Multimedia Communications
         Transmitting at 5.3 and 6.3 kbit/s.

o        ITU-T G.726: 40, 32, 24, 16 kbit/s adaptive differential pulse code
         modulation (ADPCM)

o        ITU-T G.168 compliant Line Echo Canceller (16/32 ms Tail Length)

o        Adaptive Jitter Buffer and Packet Play out Unit

o        DTMF Generator/Detector

o        Call Progress Tone Generator/Detector


o        Media processing Framework.

o        RTP/RTCP: IETF RFC 3550 and 3551 Specification

o        IETF RFC 2833 RTP Payload for DTMF digits, telephony tones and signals.



o        SIP Stack based on IETF RFC 3261

o        RFC 2327 Session Description protocol (SDP)

o        Call Control Manager

o        Hellosoft's VoIP System level Framework, OA&M and DIM

o        OS Abstraction Layer

o        Application Interface Layers


                                       9
<PAGE>

 (B-2) Deliverables for NRE work:

None.






<PAGE>


                                    EXHIBIT C
                                    ---------

                            LICENSE FEES AND ROYALTY
                            ------------------------

                  I.       ***

                  II.      ***

         All fees and royalties paid are non-refundable.


***CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.




<PAGE>


                                   EXHIBIT D
                                   ---------

                        MAINTENANCE AND SUPPORT AGREEMENT
                        ---------------------------------

         Licensee will pay Hellosoft an annual maintenance fee of *** for the
         first year by 4/15/06. Licensee will receive annual maintenance from
         HelloSoft which includes updates as available, bug fixes and 100 hours
         of email/telephone support for an initial twelve month period
         commencing on the Effective Date . Licensee will pay annual maintenance
         for each additional twelve month period thereafter by paying the annual
         maintenance fee of *** by each anniversary of the Effective Date..

         Licensee may purchase additional technical support at the following
rates:

                    1. US-based support: ***.
                    2. India-based support: ***.

         Any reasonable expenses incurred by HelloSoft in connection with
         Licensee requested travel for HelloSoft technical support will be
         reimbursed by the Licensee, provided that Licensee approves such
         expenses in writing in advance.

         All fees paid are non-refundable.

***CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.



<PAGE>

                                   EXHIBIT E
                                   ---------

                                LICENSED PRODUCT
                                ----------------

Licensee's Embarq 30 semiconductor chip, (using ARM9E processor core) running
the Linux operating system incorporating the Licensed Technology in object code
form for VDSL applications.


<PAGE>


                                   EXHIBIT F
                                   ---------


                               LICENSEE MATERIALS
                               ------------------


Following items will be delivered by Licensee to Hellosoft as per schedule
below:

                                      None