LICENSE AGREEMENT BETWEEN
              BURST.COM, INC. & EAGLE WIRELESS INTERNATIONAL, INC.


     This  Agreement,  entered  into this 30th day of January  2001,  is between
Burst.Com,  Inc. ("Burst"),  a Delaware  corporation with its principal place of
business at 500 Sansome Street,  Suite 500, San Francisco,  CA 94111,  and Eagle
Wireless  International,  Inc. ("Eagle"), a Texas corporation with its principal
place of business at 101 Courageous Drive, League City, Texas 77573.

     WHEREAS,  Burst is the  developer  and owner of the  Burstware(R)  software
program, which enables "Faster-Than-Real-Time(R)"  delivery of full-motion video
and CD-quality audio over networks;

     WHEREAS, Eagle is a manufacturer of digital set top boxes and also provides
fiber to the home broadband  services to gated  residential  communities.  Eagle
desires to acquire an  exclusive  license  with  respect to use of  Burstware in
providing  broadband  services  to  gated  residential  communities,   including
multi-dwelling units (i.e., apartment complexes);  and hospitality venues (i.e.,
hotel and motel  complexes) and a non-exclusive  license with respect to the use
of Burstware in all other fields of use.

     WHEREAS, Burst is willing to grant and Eagle is willing to accept a license
under the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                   DEFINITIONS

     When used in this Agreement:

     "Affiliate" means with respect to each party any legal entity that directly
or indirectly  controls,  is controlled  by, or is under common control with the
party,  but only for so long as such  control  continues.  For  purposes of this
definition,  "control" means the power,  whether or not normally  exercised,  to
direct the  management  and affairs of an entity.  No entity  shall be deemed to
control a party unless such entity owns directly or indirectly fifty-one percent
(51%) or more of its voting shares.

     "Broadband services" means broadband service connections that take the form
of  Digital  Subscriber  Lines  (DSL),  cable  modems,   wireless/fixed-wireless
systems,  ISDN,  T1,  or T3  services.  Broadband  services  can be  offered  by
telephone companies, cable operators and independent service providers.

     "Burstware  Conductor(TM)"  means the computer  program  included among the
Licensed  Software that is designed to operate on a single  computing device and
that manages the  distribution  of audio  and/or video  content from one or more
hardware servers on which the

<PAGE>

Burstware Server software has been installed to Burstware  Players  installed on
client  computers.  Each Burstware  Conductor  requires a Burstware  License Key
configured  for the  host  name or IP  address  of the  computer  on  which  the
Burstware Conductor is installed.

     "Burstware  License  Key"  means the  unique,  encrypted  software  program
provided by Burst (only upon  payment of the  applicable  license  fees) that is
designed to prevent use of the Licensed Software beyond the scope of the license
paid for by Eagle by limiting, as appropriate,  and in addition to other limits,
the number of Concurrent  Burstware  Player  Connections,  the amount of Managed
Bandwidth,  and the number of Burstware Servers that the Burstware Conductor can
manage.

     "Burstware  Player(TM)"  means  the  computer  program  included  among the
Licensed  Software that operates on a single-user  client  computer,  permitting
that  computer to receive and play audio and/or video  content  delivered by the
Burstware Server software.

     "Burstware  Server(TM)"  means  the  computer  program  included  among the
Licensed  Software  that stores audio  and/or  video  content and delivers it to
client computers for viewing with the Burstware Player.

     "Concurrent  Burstware Player Connections" means the number of simultaneous
connections   between  Burstware  Players  installed  on  client  computers  and
Burstware  Servers  installed on hardware servers that the Burstware License Key
enables the Burstware Conductor to manage simultaneously.

     "Documentation" means all materials in written,  computer readable or other
form  containing  information  about the Licensed  Software  that  accompany the
Licensed  Software,  or that Burst may deliver to Eagle  during the term of this
Agreement for use in the marketing and distribution of the Licensed Software and
for distribution to End Users.

     "Eagle" means "Eagle Wireless International, Inc." and its Affiliates.

     "Intellectual Property Rights" means all intellectual property rights under
the laws of the United States,  any of its states or  territories  and any other
nation,  including  without  limitation  all patent  rights,  copyrights,  trade
secrets, trademarks, trade names and other proprietary rights.

     "Licensed Software" means Burst's Burstware Conductor, Burstware Server and
Burstware Player  (collectively  "Burstware")  computer.  Licensed Software does
include any  modifications  or  additions to the  Licensed  Software,  including
without  limitation,  any new  versions,  updates,  or  enhancements  created or
procured by Burst after the Effective Date of this Agreement.

     "Licensed  Territory"  means the  United  States  and its  territories  and
possessions.

     "Managed  Bandwidth"  means the total  bandwidth,  measured in megabits per
second,  used by the  Burstware  Server  software to deliver  audio and/or video
content to Burstware Players.



                                       2
<PAGE>

     "Merger  or Sale"  shall mean a merger,  acquisition  or  consolidation  of
either party with, into or by any other  corporation or corporations,  or a sale
of all or  substantially  all of the  assets  of such  party,  resulting  in the
stockholders of such party  immediately  prior to such transaction  holding less
than a majority of the  outstanding  voting  equity  securities of the surviving
corporation  in such  merger,  consolidation,  acquisition  or  sale  of  assets
reorganization (other than a bona fide equity financing resulting in proceeds to
such party's capital accounts).

     "Program Error" means a program defect or "bug" sufficiently  material that
it results in a version of the Licensed Software, in the form delivered by Burst
to  Eagle,  at  the  time  it  is  delivered  by  Burst  to  Eagle,  failing  to
substantially  conform to the Documentation for that version. A respect in which
the Licensed Software fails to substantially  conform to the Documentation shall
not be  considered  a Program  Error  unless  Burst is able to replicate it on a
computer  system already in its possession or on a computer  system  supplied to
Burst by Eagle.

     "Trademarks"  means the  trademarks  listed in Exhibit  B, which  Burst may
amend at any time upon thirty (30) days prior written notice to Eagle.


1.   LICENSED SOFTWARE

Burstware.  The Burstware  software to be licensed to Eagle under this Agreement
shall be a version 2.0 and all  subsequent  future  releases  during the license
period of Burst's general release software.


2.   GRANT OF LICENSE

     2.1 Terms and  Conditions.  On the terms and conditions of this  Agreement,
and upon  payment  of all  applicable  license  fees,  Burst  grants  to Eagle a
non-exclusive  (except  as set forth in  Section  2.3  below),  non-transferable
license to: (a) install and use Burstware in machine-readable,  object code form
only in the  configuration  and to the scope  identified  in and  enabled by the
Burstware  License Key(s) provided by Burst; and (b) to deploy Eagle's Burstware
License across multiple servers and locations.

     2.2 Effective  Date. The term of the license will commence upon the earlier
of (i) Eagle's first commercial  deployment of the Burstware  software,  or (ii)
January 1, 2002.

     2.3 Exclusive Period. For a period of two (2) years from the effective date
of this Agreement, Eagle will be granted a license that provides for exclusivity
in the  field-of-use:  for fiber and  wireless to the home market for  broadband
services to gated residential communities, including multi-dwelling units (i.e.,
apartment complexes);  and hospitality venues (i.e., hotel and motel complexes).
Except as expressly stated in this section, the license and rights granted under
this  Agreement  are  non-exclusive,  and  nothing  in this  Agreement  shall be
construed  as granting to Eagle any  exclusive  rights with respect to any other
field of use.

     2.4 Exclusivity  Carve-Out.  All existing  customers with licenses covering
the field-of-use identified in paragraph 2.3 are grandfathered. Any parties with
whom Burst is  currently


                                       3
<PAGE>

in negotiations for purposes of licensing, merger, acquisition, or an asset sale
as of January 31,  2001 are also  grandfathered  and covered by the  language of
this exemption.

     2.5 Extension of Exclusive Period. Eagle shall be entitled at its option to
extend the  Exclusive  Period for an  additional  twelve (12) months on the same
terms and conditions,  provided Eagle purchases at least an additional  $200,000
of client licenses during the initial 24-month term.

     2.6  Licensed  Territory.   The  United  States  and  its  territories  and
possessions.

     2.7 License Fees. The initial  Burstware  license term of 12 months will be
extended to 24 months.  In  consideration  of the extended  license term granted
herein,  Eagle will prepay to Burst a non-refundable and non-creditable  license
fee of $250,000.

     2.8 Form of Payment.  The  initial  license fee will be paid in the form of
130,000  shares of "free  trading"  common  stock of  Clearworks.net,  Inc.,  an
American Stock Exchange company with ticker symbol "CLW." Said common stock will
convert to 104,600  shares of freely  tradable  Eagle stock on January 31, 2001,
the closing date of the acquisition of Clearworks by Eagle.  Said stock transfer
and  merger  transaction  are  defined  more  fully in the  Securities  Purchase
Agreement  dated  January  30,  2001 and  attached  as Exhibit  A. 1.7  Payment.
Software  fees under the  initial  license  term shall be due and payable on the
date of the signing of this  Agreement in Clearworks  common stock and converted
into Eagle common stock as described  in Exhibit A.  Additional  client  license
fees shall be paid in cash due within  thirty (30) days  following the date upon
which the key is delivered.

     2.10 Annual  Renewal.  Upon  expiration of the initial  24-month  term, the
license will be renewable annually for a fee equal to 30% of the initial cost of
the client licenses being renewed.

     2.11 Waiver of Annual Renewal. In the event of a Burst merger or asset sale
prior to the end of Eagle's 144 holding  period or the effective  date of an S-1
registration of Burst common stock (stock received in exchange for an investment
in Burst,  see,  attached  Exhibit A),  Eagle's Burst shares will be, at Eagle's
option,  liquidated  for a value  equal  to the  value  received  by  owners  of
freely-tradable  Burst common stock. If the liquidation  value of Burst stock is
less than $0.50,  Eagle's  Burst  license  will be extended an  additional  (12)
months at no additional cost to Eagle.

     2.12  Renewal of License Upon  Acquisition  of  Burst.Com.  If Burst or its
assets  are  acquired  during  the  term of  Eagle's  software  license,  and if
Burstware technology is subsequently embodied in a new software package marketed
by the acquiring  company,  Eagle will be accorded a license to the new software
under terms substantially  similar to the terms of the initial Burstware license
at no additional cost to Eagle.

     2.13  Documentation.  Burst grants to Eagle a non-exclusive  license to use
the Documentation in connection with Eagle's use of the Licensed Software.



                                       4
<PAGE>

     2.14 Limitation on Use. Eagle  understands and acknowledges that use of the
Licensed  Software is controlled by the Burstware License Key. Eagle may not use
the Licensed  Software  beyond the scope  enabled by the  Burstware  License Key
provided  by Burst to Eagle upon  payment of the  applicable  license  fee.  The
Licensed Software functions as three separate programs, the Burstware Conductor,
Burstware Server, and Burstware Player, that operates  cooperatively.  Eagle may
install  and use only the  number  of  copies  of the  Burstware  Conductor  and
Burstware  Server  software  specifically  enabled by the Burstware  License Key
provided to Eagle by Burst.  Eagle may install an unlimited  number of copies of
the Burstware Player software for use by Eagle,  provided Eagle does not receive
any direct payment for doing so, but may  simultaneously  use only the number of
copies of the Burstware Player specifically enabled by the Burstware License Key
provided to Eagle by Burst.  Eagle may not modify or alter the Licensed Software
or  Burstware  License  Key to  increase  the  scope of its use of the  Licensed
Software.  Further,  Eagle may not use any device,  process or computer  program
that  increases,  directly  or  indirectly,  the  scope  of use of the  Licensed
Software  enabled by the  Burstware  License Key provided to Eagle by Burst.  If
Eagle wishes to increase the scope of its licensed use of the Licensed Software,
Eagle must purchase an additional Burstware License Key from Burst.

     2.15  Back-Up  Copies.  Eagle  may make one copy of the  Licensed  Software
solely  for the  back-up  or  archival  purposes,  provided  that such copy must
contain all proprietary notices affixed to or appearing in the original copy.

     2.16 Sun Microsystems  Java(TM) Runtime Environment  Provisions.  Eagle may
not modify the Java Platform  Interface ("JPI",  identified as classes contained
with the "java" package or any sub packages of the "java" package),  by creating
additional  classes  within the JPI or  otherwise  causing  the  addition  to or
modification  of the  classes in the JPI.  In the event that Eagle  creates  any
Java-related API and distributes such API to others for application development,
Eagle must promptly publish broadly, an accurate  specification for such API for
free use by all developers of Java-based software.

     2.17  Hazardous  Environments.  The  Licensed  Software is not  designed or
intended for use in online control equipment in environments requiring fail-safe
performance, such as the operation of nuclear facilities, aircraft communication
or control systems or life support systems, in which software failure could lead
to personal injury or severe property or  environmental  damage.  Eagle warrants
that it will not use or allow the use of the Licensed Software for such purposes

     2.18  Notification of Errors. In the event that Eagle discovers any errors,
bugs or other irregularity in the Licensed Software, Eagle shall promptly notify
Burst of each  such  error,  bug or  irregularity.  For the one (1) year  period
following  the Effective  Date,  Burst will provide Eagle with all bug fixes and
error corrections that may be developed by Burst for the Licensed Software.

3.   PRICING and TAXES

     3.1 Pricing. The prices payable by Eagle to Burst on a per client basis for
the initial  software license will be an amount equal to $25.00 per client up to
10,000 clients.



                                       5
<PAGE>

     3.2  Additional  Client  Pricing.  Additional  clients may be added for the
lower  of (i) the  lowest  pricing  Burst  offers  any  customer,  or  (ii)  the
following:


          --------------------------------- ------------------------------------
                Additional Clients                   Price Per Client
          --------------------------------- ------------------------------------
                  10,000 - 15,000                         $20.00
          --------------------------------- ------------------------------------
                  15,000 - 20,000                         $15.00
          --------------------------------- ------------------------------------
                  20,000 - 25,000                         $10.00
          --------------------------------- ------------------------------------
                     25,000 +                              $5.00
          --------------------------------- ------------------------------------

     3.3 Taxes.  With the sole  exception  of taxes based on Burst's net income,
Eagle  shall pay all sales,  use,  excise,  value  added or other taxes that may
arise out of Eagle's installation or use of the Licensed Software.

4.   OWNERSHIP AND USE RESTRICTIONS

     4.1  Ownership.   Eagle  acknowledges  that  the  Licensed  Software,   all
enhancements,  corrections  and  modifications  to the  Licensed  Software,  all
copyrights, patents, trade secrets, or trademarks or other intellectual property
rights  protecting or pertaining to any aspect of the Licensed  Software (or any
enhancements, corrections or modifications) and the Documentation, are and shall
remain the sole and exclusive  property of Burst and, where applicable,  Burst's
suppliers.  This  Agreement  does not convey title or  ownership  to Eagle,  but
instead gives Eagle only the limited rights set forth in Sections 1 and 2. Burst
reserves all rights not expressly granted by this Agreement.

     4.2 Joint  Ownership.  Subject to negotiation  and reasonable  business and
legal  consideration,  Burst and Eagle agree to jointly file patent applications
covering  inventions  embodying  intellectual  property  and know-how of the two
companies that may result from Eagle's development of unique applications of the
Licensed Software.

     4.3 Software  Development  or  Customization.  Burst agrees to use its best
efforts to accommodate all Eagle requests for custom  enhancements to Burstware,
provided  that Eagle  shall be  responsible  for all costs  incurred by Burst in
making the modifications.  Such work is to be billed at Burst's actual cost plus
30%.

     4.4 Restrictions.  Except as expressly authorized in this Agreement,  Eagle
may not: (i) use, make,  sublicense,  rent, lease, sell, display,  distribute or
copy originals or copies of the Licensed  Software,  or to permit anyone else to
do so; (ii) modify,  create  derivative works of, reverse  engineer,  unencrypt,
decompile,  disassemble  or otherwise  translate the Licensed  Software or allow
anyone  else to do so  (except  and only to the  extent  that such  activity  is
expressly  permitted by applicable law notwithstanding  this limitation);  (iii)
remove any patent, copyright or trademark or other intellectual property notices
that may appear on any part of the Licensed Software or the  documentation;  and
(iv) assign or transfer  its rights  under this  Agreement  or its rights to the
Licensed  Software  without the prior  written  consent of Burst.


                                       6
<PAGE>

Upon any such  transfer or  assignment,  Eagle must  transfer  all copies of the
Licensed  Software and  assignee  must agree in writing to all the terms of this
Agreement.

     4.5  Transfer.  Neither  party may assign or transfer its rights under this
Agreement  or its rights to the  Licensed  Software  without  the prior  written
consent of the other party.  Upon any such transfer or assignment on the part of
Eagle, Eagle must transfer all copies of the Licensed Software and Documentation
and assignee must agree in writing to all the terms of this Agreement.  Upon any
such transfer or assignment on the part of Burst, the Transferee shall honor all
the terms of this  Agreement.  Notwithstanding  the  foregoing,  each  party may
transfer its rights under this Agreement  without the consent of the other party
in connection with a Sale or change of control of such party;  provided however,
that the acquiring party shall be bound by the terms of this Agreement.

     4.6 Proprietary  Notices.  Eagle shall not remove any patent,  copyright or
trademark or other intellectual  property notices that may appear on any part of
the Licensed Software or the Documentation.

     4.7 Trade Secrets.  Eagle acknowledges that the Licensed  Software,  in its
source code form,  contains valuable trade secrets belonging to Burst. Eagle may
not reverse engineer, unencrypt,  decompile,  disassemble or otherwise translate
the Licensed Software or allow anyone else to do so.

     4.8 Audit  Rights.  Eagle  authorizes  Burst or its  designee  to audit its
compliance with this Agreement, as Burst deems reasonable.

     4.9 Notice to Employees and Agents. Eagle will use commercially  reasonable
efforts to inform its employees,  agents and others using the Licensed  Software
under this Agreement that it may not be used, copied or transferred in violation
of this Agreement.

     4.10 Irreparable Harm. Eagle  acknowledges that money damages may not be an
adequate  remedy for any breach or  violation  of any  requirement  set forth in
Section 4 of this  Agreement  and that any such  breach or  violation  may leave
Burst  without an  adequate  remedy at law.  Eagle  therefore  agrees  that,  in
addition  to any other  remedies  available  at law,  in  equity  or under  this
Agreement,  Burst  shall  be  entitled  to  obtain  temporary,  preliminary  and
permanent   injunctive   relief,   without  bond,  from  a  court  of  competent
jurisdiction to restrain any such breach or violation.

5.   MAINTENANCE AND SUPPORT

Except as set forth in this Agreement,  Eagle is not entitled to any maintenance
or support for the Licensed Software or any upgrades or enhancements  under this
Agreement.

6.   LIMITED WARRANTY

     6.1  Ownership.  Burst warrants that it owns or has the right and authority
to license  the  Licensed  Software or  Documentation  to Eagle on the terms and
conditions of this Agreement.



                                       7
<PAGE>

     6.2 Media and Documentation. Burst warrants that if the Licensed Software's
media or Documentation is in a damaged or physically  defective condition at the
time it is delivered to Eagle, and if it is returned to Burst (postage  prepaid)
within ninety (90) days of delivery,  Burst will provide Eagle with replacements
at no charge.

     6.3 Licensed Software.  Burst warrants that, in the form delivered to Eagle
by Burst, the Licensed  Software shall perform  substantially in accordance with
the Documentation for ninety (90) days after delivery to Eagle. Burst's warranty
is conditioned upon: (a) the use of the Licensed Software in accordance with the
Documentation  and other  instructions  provided  by Burst and shall be null and
void if Eagle alters or modifies the Licensed  Software  without  Burst's  prior
written  approval,  does not use the Licensed  Software in  accordance  with the
Documentation  and  Burst's  instructions,  or if the  Licensed  Software  fails
because of any accident, abuse or misapplication;  and (b) Eagle notifying Burst
in writing of the claimed  nonconformity  within ninety (90) days after delivery
of the Licensed  Software to Eagle.  As Burst's sole  liability and Eagle's sole
remedy  respecting  the  Licensed  Software's  nonconformance  with the  limited
warranty  set  forth in this  Section  6.3,  Burst  may at its  option:  (i) use
reasonable  efforts  to  correct  the  Licensed  Software  to  make  it  conform
substantially  with the  specifications  set  forth in the  Documentation;  (ii)
replace the Licensed Software; or (iii) upon return of the Licensed Software and
Documentation  to  Burst,  refund  the  license  fees paid by Eagle  under  this
Agreement and terminate this Agreement. BURST DOES NOT REPRESENT OR WARRANT THAT
THE LICENSED  SOFTWARE WILL OPERATE  PROPERLY  WITH OTHER  HARDWARE OR SOFTWARE,
THAT THE LICENSED  SOFTWARE WILL MEET EAGLE'S  REQUIREMENTS OR EXPECTATIONS,  OR
THAT OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

7.   NO OTHER WARRANTY

     EXCEPT AS SET FORTH IN SECTION 6, BURST IS PROVIDING THE LICENSED  SOFTWARE
AND  THE  DOCUMENTATION  "AS  IS,"  AND,  TO THE  MAXIMUM  EXTENT  PERMITTED  BY
APPLICABLE  LAW,  BURST  SPECIFICALLY  DISCLAIMS  ANY AND ALL OTHER  WARRANTIES,
CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ORAL OR
WRITTEN)  WITH  RESPECT TO THE  LICENSED  SOFTWARE  OR  DOCUMENTATION  INCLUDING
WITHOUT  LIMITATION ANY AND ALL WARRANTIES OF  MERCHANTABILITY  OR FITNESS FOR A
PARTICULAR  PURPOSE  (WHETHER OR NOT BURST KNOWS,  HAS REASON TO KNOW,  HAS BEEN
ADVISED OR IS  OTHERWISE  IN FACT AWARE OF ANY SUCH  PURPOSE) OR  CONDITIONS  OF
TITLE OR NONINFRINGEMENT WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON
OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF  DEALING.  BURST ALSO  EXPRESSLY
DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR  REPRESENTATION TO ANY PERSON OTHER
THAN EAGLE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS.  YOU MAY HAVE
OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.



                                       8
<PAGE>

8.   LIMITATION OF LIABILITY

     TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY
OF BURST FOR ALL  CLAIMS OF ANY  NATURE  RELATED  TO THE  LICENSED  SOFTWARE  OR
DOCUMENTATION OR OTHERWISE  ARISING FROM THIS AGREEMENT,  INCLUDING ANY CAUSE OF
ACTION BASED ON WARRANTY,  CONTRACT,  TORT, STRICT LIABILITY PATENT OR COPYRIGHT
INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY,  SHALL NOT EXCEED THE
TOTAL  AMOUNT OF ALL  LICENSE  FEES THAT  EAGLE HAS  ACTUALLY  PAID  UNDER  THIS
AGREEMENT. NEITHER BURST NOR ANY OF ITS RESELLERS,  SUPPLIERS OR LICENSORS SHALL
BE LIABLE FOR ANY CONSEQUENTIAL,  INCIDENTAL,  INDIRECT,  SPECIAL,  EXEMPLARY OR
PUNITIVE  DAMAGES,  WHETHER  IN  CONTRACT,  IN TORT  (INCLUDING  NEGLIGENCE)  OR
OTHERWISE,  OR FOR ANY LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF DATA OR LOSS OF
USER DAMAGES  ARISING OUT OF THIS AGREEMENT OR THE USE (OR INABILITY TO USE) THE
LICENSED SOFTWARE EVEN IF BURST OR RESELLER, SUPPLIER OR LICENSOR HAS BEEN AWARE
OF THE  POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.  IN NO EVENT WILL BURST BE
LIABLE  FOR ANY CLAIM  BROUGHT  MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION
AROSE OR  SHOULD  HAVE BEEN  DISCOVERED.  BECAUSE  SOME  STATES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR  CONSEQUENTIAL  OR INCIDENTAL  DAMAGES,
THE ABOVE  LIMITATION MAY NOT APPLY.  BECAUSE SOME  STATES/JURISDICTIONS  DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR  CONSEQUENTIAL  OR INCIDENTAL
DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9.   TERMINATION

     Without  prejudice to any other rights it may have under this  Agreement or
at law or equity, Burst may terminate this Agreement and return all license fees
paid by Eagle if Eagle  fails to comply with the terms of this  Agreement.  Upon
termination of this Agreement for any reason, Eagle will immediately discontinue
use of the  Licensed  Software,  destroy  or return  to Burst all  copies of the
Licensed Software and  Documentation in whatever form they exist,  including all
back-up  copies,  and  certify in  writing  to Burst  that all copies  have been
destroyed. Manufacturer/contractor is Burst.Com, Inc., 500 Sansome Street, Suite
500, San Francisco, California 94111.

10.  INDEMNIFICATION

     The  Licensed  Software is  intended  for use only with  properly  licensed
media,  content,  and content  creation tools. It is Eagle's  responsibility  to
ascertain  whether any copyright,  patent or other licenses are necessary and to
obtain  any such  licenses  to create,  encode  and/or  transmit  such media and
content. Eagle agrees to create, encode and/or transmit only those materials for
which it has the  necessary  patent,  copyright or other  permissions,  licenses
and/or  clearances.  Eagle agrees to hold harmless,  indemnify and defend Burst,
its officers,  directors and  employees,  from and against any losses,  damages,
fines and  expenses  (including  attorneys'  fees and costs)  arising  out of or
relating to any claims that Eagle has encoded, compressed, copied or transmitted

                                       9
<PAGE>

any materials  (other than materials  provided by Burst) in connection  with the
Licensed  Software in violation of another party's rights or in violation of any
law.

11.  CONFIDENTIALITY

     11.1  Eagle   Confidentiality   Obligations.   Eagle  shall   maintain  the
confidentiality of any confidential information regarding the Licensed Software,
Burst,  or  Burst's  past,  present  or  future  products,   business  plans  or
strategies.  Information  shall  be  deemed  confidential  only if it is  marked
"confidential"  in writing or if it is expressly  identified  as  "confidential"
orally.  Eagle shall indemnify Burst for any loss or damage Burst may sustain as
a result of the wrongful use or  disclosure  by Eagle (or any  employee,  agent,
Eagle,  or  contractor  of  Eagle) of  confidential  information  regarding  the
Burstware Software, Burst, or Burst's past, present or future products.

     11.2  Burst   Confidentiality   Obligations.   Burst  shall   maintain  the
confidentiality  of any  confidential  information  regarding  Eagle, or Eagle's
past,  present or future  products,  business plans or  strategies.  Information
shall be deemed  confidential only if it is marked  "confidential" in writing or
if it is expressly  identified as "confidential"  orally.  Burst shall indemnify
Eagle for any loss or damage  Eagle may sustain as a result of the  wrongful use
or disclosure by Burst (or any employee,  agent,  Eagle, or contractor of Burst)
of confidential information regarding Eagle's past, present or future products.

     11.3 Exceptions.  The obligations set forth in Sections 11.1 and 11.2 shall
not apply with respect to any  Confidential  Information  that (a) is or becomes
publicly known under circumstances  involving no breach of the terms of Sections
11.1 or 11.2;  (b) is generally  disclosed to third parties by the owner of such
Confidential  Information without restrictions on its use or disclosure;  (c) is
independently  developed  by the  party  to  whom  it was  disclosed;  or (d) is
approved  for use or  disclosure  in writing  by the owner of such  Confidential
Information.

     11.4 Agreement is  Confidential.  This Agreement is strictly  confidential.
Neither  party shall  disclose  any of the terms of this  Agreement to any third
party without the prior written consent of the other, except as may be necessary
to comply with  applicable  law. If either party  intends to disclose any of the
terms of this  Agreement,  it shall  provide  the other with ten (10) days prior
written notice of the intended disclosure. Neither party's consent to a proposed
disclosure shall be unreasonably withheld.

12.  GENERAL TERMS

     12.1 Export  Regulations.  Eagle agrees to comply  strictly with all export
laws and  restrictions  or regulations of the United States or foreign agency or
authority,  and not to export,  or allow the export or re-export of the Licensed
Software or any  technical  data in  violation of any such  restriction,  law or
regulation, without all necessary approvals.

     12.2 U.S. Government Restrictions.  The Licensed Software and documentation
are provided with RESTRICTED RIGHTS.  The use,  duplication or disclosure by the
United States Government of the Licensed Software is subject to the restrictions
as set forth in the Rights in Technical  Data and Computer  Software  Clauses in
DFARS  252.227-7013(c)(1)(ii)  and FAR 52.227-19(c),  or any successor  clauses.
Manufacturer/contractor  is Burst.Com,  Inc., 500 Sansome Street, Suite 500, San
Francisco, California 94111.



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<PAGE>

     12.3  Governing  Law and Forum.  This  Agreement  shall be  governed by and
construed in accordance  with the laws of the State of California and the United
States without reference to conflicts of laws principles.  Eagle consents to the
exclusive  jurisdiction  and  venue  of the  federal  and  state  courts  in San
Francisco  County,  California  for resolution of any disputes  concerning  this
Agreement.  This Agreement will not be governed by the United Nations Convention
of contracts for the  International  Sale of Goods,  the application of which is
hereby expressly excluded.

     12.4  Attorneys'  Fees.  If any action at law or in equity is  necessary to
enforce or interpret the terms of this Agreement,  the prevailing party shall be
entitled to recover from the losing party its reasonable  attorney's fees, costs
and necessary  disbursements in addition to any other relief to which such party
may be  entitled.

     12.5 Assignment.  Eagle may not assign any of its rights or delegate any of
its obligations under this Agreement without the prior written consent of Burst,
which Burst shall not  withhold  unreasonably.  Burst may assign or delegate its
obligations  under this Agreement as part of a sale or transfer of a substantial
portion of its business to which this Agreement relates.

     12.6 Complete  Understanding.  This Agreement,  and any accompanying  Burst
Order Form(s)  accepted by Burst  constitutes the entire  agreement  between the
parties with respect to its subject matter and supersedes and replaces all prior
or contemporaneous  understandings or agreements, written or oral, regarding its
subject  matter.  No  amendment to or  modification  of this  Agreement  will be
binding unless in writing and signed by duly authorized  representatives of both
Burst  and  Eagle.  The  acceptance  of any  purchase  order  placed by Eagle is
expressly  made  conditional  on Eagle's  consent to the terms set forth in this
Agreement,  and not those in the purchase  order form, and Eagle agrees that any
such conditional or different terms are void.

     12.7  Absence of Third  Party  Beneficiaries.  Unless  otherwise  expressly
provided,  no provisions of this Agreement are intended or shall be construed to
confer  upon or give to any  person  other  than  Burst and  Eagle  any  rights,
remedies or other benefits under or by reason of this Agreement.

     12.8  Disclaimer  of  Agency.  Burst and Eagle each  acknowledges  that the
parties to this  Agreement  are  independent.  Neither  party is  authorized  or
empowered to act as agent or legal  representative for the other for any purpose
and  shall  not on behalf of the other  enter  into any  contract,  warranty  or
representation  as to any  matter.  Neither  party shall be bound by the acts or
conduct  of the other and  nothing  herein  shall be  construed  as  creating  a
partnership or joint venture.

     12.9   Construction.   This  Agreement  was  executed   after   arms-length
negotiations  between the parties, and its terms are not to be construed against
either party.

     12.10  Counterparts.  This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  and all of which
together shall constitute one and the same instrument.

     12.11 No Waiver.  The failure of either  party to enforce any  provision of
this  Agreement  shall  not be deemed a waiver  of that  provision  or any other
available right or remedy.



                                       11
<PAGE>

     12.12  Headings.  The section  headings used in this Agreement are intended
for convenience  only and shall not be deemed to modify,  limit or supersede any
provision.

     12.13  Severability.  In the event that any provision of this  Agreement is
found to be invalid,  illegal or  unenforceable  pursuant to judicial  decree or
decision,  the remainder of this  Agreement  shall remain valid and  enforceable
according to its terms.


BURST, INC.                          EAGLE WIRELESS INTERNATIONAL, INC.

By:             /s/                  By:            /s/
        ------------------------            ----------------------------------

         Douglas Glen                         Dr. H. Dean Cubley
       -------------------------            ----------------------------------
         (Print Name)                         (Print Name)

Title:   President and CEO           Title:   President and CEO
       -------------------------            ----------------------------------

Date: January 30, 2001                Date: January 30, 2001



                                       12
<PAGE>

                                    EXHIBIT A



                          SECURITIES PURCHASE AGREEMENT



                                       13
<PAGE>


                                    EXHIBIT B



                           BURST.COM, INC. TRADEMARKS



                  Burstaid(TM)
                  BURSTCAST(TM)
                  burst.com(TM)
                  burst.com & Design(TM)
                  Burst Enabled(TM)
                  Burst Hosting(TM)
                  BURSTTV(TM)
                  Burstware(R)
                  Burstware & Design(TM)
                  Burstware Bridge(TM)
                  Burstware Conductor(TM)
                  Burstware Player(TM)
                  Burstware Server(TM)
                  Empowered by Burstware(TM)
                  "Faster Than Real Time"(R)
                  Instant Video(R)
                  True Edge(TM)
                  True Edge Media
                  Hosting(TM) True Edge Media Server(TM)
                  "Why Stream When You Can Burst?"(TM)



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