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                                                                   EXHIBIT 10.53

CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND SEPARATELY FILED
WITH THE COMMISSION.

                      NARROWBAND CDMA AND THIRD GENERATION
                            PATENT LICENSE AGREEMENT

                                     BETWEEN

                       INTERDIGITAL TECHNOLOGY CORPORATION

                                       and

                                 NEC CORPORATION

             Dated and Effective January 15, 2002 ("Effective Date")

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                            PATENT LICENSE AGREEMENT

THIS NARROWBAND CDMA and THIRD GENERATION PATENT LICENSE AGREEMENT ("3G
Agreement") dated as of January 15, 2002, (the "Effective Date") is between
InterDigital Technology Corporation ("ITC"), a Delaware corporation with a
mailing address of 300 Delaware Avenue, Suite 527, Wilmington, DE 19801, and NEC
Corporation ("Licensee"), a company organized and existing under the laws of
Japan, with a mailing address of [**] Japan.

                                    PREAMBLE

WHEREAS, ITC and Licensee are parties to an existing Patent License Agreement,
dated May 8, 1995, covering certain TDMA-based products manufactured and sold by
Licensee (the "Prior Agreement");

WHEREAS, a substantial dispute has arisen between Licensee and ITC as to whether
royalties are owed by Licensee for its sale in Japan of Covered Infrastructure
Units and Covered Subscriber Units compliant with the PHS and PDC Covered
Standards;

WHEREAS, the parties have engaged in both a mediation and an arbitration dispute
resolution process pursuant to the Prior Agreement with respect to such dispute,
and are desirous of settling the dispute amicably;

WHEREAS, ITC holds a large and valuable patent portfolio with regard to
Narrowband CDMA and Third Generation and NEC is desirous of obtaining a license
thereunder and ITC is willing to grant such license on the term and conditions
set forth herein;

WHEREAS, NEC holds a large and valuable patent portfolio with regard to
Narrowband CDMA and Third Generation and ITC is desirous of obtaining a
non-assert thereunder and NEC is willing to grant such non-assert on the term
and conditions set forth herein;

** Material has been omitted and filed seperately with the Commission.

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WHEREAS, the parties have agreed upon a settlement of the dispute, wherein the
settlement provides:(i) for certain amendments to the Prior Agreement, the
principal amendment providing for certain payments to ITC in lump sum amounts in
exchange for a paid-up license for Covered Subscriber Units and Covered
Infrastructure Units compliant with PHS and PDC Covered Standards, and (ii) for
a new license agreement (this 3G Agreement) involving Covered Subscriber Units
and Covered Infrastructure Units compliant with Narrowband CDMA and Third
Generation (as defined herein); and

NOW, THEREFORE, in consideration of the mutual promises contained herein, and
intending to be legally bound, the parties agree as follows:

                             ARTICLE 1. DEFINITIONS

1.1.    "Affiliate" means (i) IDC with respect to ITC or (ii) a corporation or
        other legal entity of which more than fifty percent (50%) of the voting
        stock or control is owned, directly or indirectly, by Licensee, IDC, or
        ITC, as the case may be. Such corporation or other entity in item (ii)
        shall be considered as Affiliate of Licensee, IDC, or ITC, as the case
        may be, only so long as the requisite ownership of the voting stock or
        control exists.

1.2.    "Combi-Unit" means any Subscriber Unit which has substantial
        functionality unrelated to basic voice or wireless data transmission,
        such as video phones, personal digital assistant, computers, and the
        like, but which performs modulation and demodulation.

1.3.    "Communication Card" means a Subscriber Unit in card or similar format
        (e.g. PCMCIA card) which contains at a minimum all of the circuitry
        necessary for modulation and demodulation in accordance with one or more
        Covered Standards and may be readily attachable to, and detachable from,
        the body of an

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        end-user terminal device, whether fixed, mobile, transportable,
        vehicular, portable or hand-held, with RF transmit and/or RF receive
        capabilities by end-user. A Communication Card shall include all
        attachments necessary to enable the information and/or communication
        unit to transmit and receive wireless communications.

1.4.    "Covered Infrastructure Unit" means Infrastructure Units designed to
        operate in accordance with one or more of the Covered Standards.

1.5.    "Covered Standards" mean standards for Narrowband CDMA and Third
        Generation.

1.6.    "Covered Subscriber Units" means Subscriber Units designed to operate in
        accordance with one or more Covered Standards.

1.7.    "IDC" means InterDigital Communications Corporation, having an office at
        781 Third Avenue, King of Prussia, PA 19406.

1.8.    "Infrastructure Unit" means mobile switching centers, radio network
        controllers, service nodes, Node B's, base stations, radio resource
        management devices and software, base station controllers, digital
        transceivers, digital channel cards, and software necessary to operate
        the aforementioned devices (including software maintenance agreements to
        the extent that free upgrades are provided in exchange for the
        maintenance fee, or to the extent that the software maintenance provides
        an upgrade or enhancement as to functionality), whether sold as
        individual items or bundled as an integrated product, which is used to
        interconnect a Covered Subscriber Unit to a public or private data or
        voice network (whether wired or unwired), including the internet.
        Subject to the

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        foregoing, absent some substantial difference in design and/or function
        of Infrastructure Units, the parties agree, generally, the
        interpretation of Infrastructure Equipment and Net Selling Price (as
        defined in the Prior Agreement), and used in the arbitration, including
        for audit purposes, shall generally be considered acceptable guidelines
        in determining the royalty base hereunder.

1.9.    "Licensed Patents" means any issued patent relating to TDMA or
        CDMA-based digital wireless communications and similar patent
        applications on file as of the Effective Date or filed within five (5)
        years of the Effective Date, which patents and patent applications are
        owned by ITC or its Affiliates and/or for which ITC or its Affiliates
        has the right to grant the licenses conveyed hereunder, without such
        grant or the exercise of rights thereunder resulting in the payment of
        royalties or other consideration by ITC or its Affiliates to third
        parties (except for payments between ITC and Affiliates of ITC, payments
        between Affiliates of ITC and payments to third parties for inventions
        made by said third parties while employed by ITC or any of its
        Affiliates), including utility models but excluding design patents and
        design registrations, in every country of the world and any
        continuation, continuation-in-part and divisional application based on
        such patents, and any foreign counterparts of any such patents,
        continuations, continuations-in-part or divisional applications. A
        listing (which is not intended to be exhaustive) of Licensed Patents as
        of the Effective Date is included as Attachment A.

1.10.   "Licensee" means NEC Corporation.

1.11.   "Module" means a Subscriber Unit which is an integrated modem/base
        band/RF device containing the complete functionality of an applicable
        Covered Standard

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        (excluding display, keypad and antenna) and which is sold for physical
        integration into a Covered Subscriber Unit.

1.12.   "Narrowband CDMA" means standards for direct sequence code division
        multiple access digital cellular radiotelephone service adopted as a
        standard by either a standards development organization - such as ETSI,
        TIA/EIA or ARIB- or a major operator of public subscription systems for
        in-country requirements (e.g. frequency spectrum availability,
        interconnection with preexisting telephony networks, etc.) which limit
        the spread of the signal over a bandwidth not greater than 1.25 MHz,
        including, but not limited to, IS-95 Rev.A, IS-95 Rev. B and various
        derivations thereof that do not fundamentally alter the character
        thereof.

1.13.   "NEC Patents" means any issued patent relating to TDMA or CDMA-based
        digital wireless communications and similar patent applications on file
        as of the Effective Date or filed within five (5) years of the Effective
        Date, for which Licensee or its Affiliates has the right to grant the
        non-assertion and the licenses described in Article 2.3 below without
        such grant or the exercise of rights thereunder resulting in the payment
        of royalties or other consideration by Licensee or its Affiliates to
        third parties (except for payments between Licensee and Affiliates of
        Licensee, payments between Affiliates of Licensee and payments to third
        parties for inventions made by said third parties while employed by
        Licensee or any of its Affiliates), (including utility models but
        excluding design patents and design registrations) in every country of
        the world and any continuation, continuation-in-part and divisional
        application based on such patents, and any foreign counterparts of any
        such patents, continuations, continuations-in-part or divisional
        applications.

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1.14.   "Net Selling Price" means the amount actually invoiced to the customer
        for a Covered Infrastructure Unit or Covered Subscriber Unit, less
        packing, insurance and shipping costs, applicable import, export and
        excise duties, returns, trade discounts given, insurance and
        installation costs, to the extent included in the Net Selling Price,
        [**]. If base stations or other Covered Infrastructure Units contain
        integrated switching equipment, royalties shall be payable with respect
        to the entire cost of such base stations or other Covered Infrastructure
        Units; [**].

1.15.   "Subscriber Unit" means an end-user terminal device, whether fixed,
        mobile, transportable, vehicular, portable or hand-held, with RF
        transmit and/or RF receive capabilities (or a Module therefor), which
        device is designed for wireless voice and/or wireless data
        communications but which may have other functionality such as, without
        limitation, appointment functions, MP3 player, etc.

1.16.   "TDD" means time division duplex technology, including all chip rates
        and modes thereof.

1.17.   "Third Generation" means those TDMA or CDMA-based digital cellular
        mobile radio telecommunication standards generally considered by the
        industry to be the third generation, whether adopted by any recognized
        standardizing body or promoted by major telecommunications operators as
        de facto standards. Examples of current Third Generation Standards
        under development, or related standardization efforts, are the
        International Telecommunications Union -

_____________
** Material has been omitted and filed separately with the Commission.

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        Radio efforts under the label IMT-2000, the specifications being
        developed under the Third Generation Partnership Projects (3GPP and
        3GPP2), and comparable or related standards adopted by ARIB, ETSI, TTA,
        TIA, T1P1, CWTS, as well as other recognized standards development
        organizations.

                            ARTICLE 2. LICENSE GRANT

2.1.    Grant. ITC, for itself and its Affiliates, hereby grants to Licensee and
        its Affiliates a non-exclusive, non-transferable, worldwide,
        royalty-bearing license under the Licensed Patents to make, have made,
        use, import, sell and otherwise dispose of Covered Subscriber Units and
        Covered Infrastructure Units, including the right to make, have made,
        use, import, and otherwise dispose of components therefor, or the supply
        of replacement parts therefor.

2.2.    Limitations on License Grant. The license granted hereunder excludes the
        right to grant sublicenses. In addition, the above license shall not
        include, by implication or otherwise, any license for components except
        when used solely as a part of and within Covered Subscriber Units and
        Covered Infrastructure Units sold or otherwise transferred by Licensee
        or its Affiliates. Further, as regards Covered Infrastructure Unit, the
        license as to the sale of Covered Infrastructure Unit such as base
        station transceiver system and the like which may be installed into a
        larger infrastructure shall extend only as to the Covered Infrastructure
        Unit sold or otherwise transferred by Licensee or its Affiliates and
        shall not extend, by implication or otherwise, to the portion of such
        larger infrastructure other than the Covered Infrastructure Unit not
        otherwise licensed hereunder.

2.3.    Non-Assertion/TDD License/Optional License.  Licensee hereby agrees, and

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        shall cause its Affiliates to agree, not to bring any claim against ITC,
        IDC or its Affiliates, for infringement of any claim or claims of the
        NEC Patents with respect to Covered Subscriber Units, Covered
        Infrastructure Units or components therefor made, used, sold or
        otherwise transferred by IDC or its Affiliates, it being understood that
        the foregoing shall not be construed to prevent Licensee or its
        Affiliates to bring such claim against any other party (including but
        not limited to direct or indirect customers of IDC or its Affiliates)
        with respect to such Covered Subscriber Units, Covered Infrastructure
        Units or components therefor. Further, Licensee grants, and shall cause
        its Affiliates to grant, to IDC and its Affiliates, a non-exclusive,
        royalty free, world wide, non-transferable license under the NEC Patents
        for ITC, IDC or its Affiliates to make, have made, sell, distribute,
        import or use Covered Subscriber Units and Covered Infrastructure Units,
        including components therefor, compliant with TDD ("TDD License");
        provided, however, that such TDD License shall not extend to other
        non-TDD Third Generation functionality or Narrowband CDMA functionality
        included in such product. NEC also agrees, to the extent requested by
        IDC, to grant IDC or its Affiliates a non-transferable, non-exclusive,
        royalty bearing license under the NEC Patents for IDC or its Affiliates
        to make, have made, sell, distribute, import or use Covered Subscriber
        Units and Covered Infrastructure Units to the extent not covered by the
        TDD License. Such additional license shall be on the same terms and
        conditions as applied to NEC and its Affiliates hereunder, with IDC
        making a pre-payment of two-years worth of expected royalty payments as
        agreed in amount by IDC and Licensee.

                       ARTICLE 3. ROYALTY RATES/PAYMENTS

3.1.    Royalty Payments.

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        3.1.1.  Convenience Based Royalties on Products Compliant with Third
                Generation and Narrowband CDMA. In consideration of the licenses
                granted herein, Licensee shall pay ITC the following
                non-refundable (except as the consequence of the royalty audit
                under Article 7.7 or except in the case of computation error by
                Licensee) royalties on each sale of the below listed products by
                Licensee and/or its Affiliates, anywhere in the world:

                     i.   For Covered Subscriber Units compliant with Narrowband
                          CDMA and Third Generation, [**]% of the Net Selling
                          Price of each such product sold by Licensee or its
                          Affiliates provided, however, that the above royalty
                          shall not exceed $[**] on a per unit basis.

                     ii.  For Covered Infrastructure Units compliant with
                          Narrowband CDMA and Third Generation, [**]% of the
                          Net Selling Price of each such product sold by
                          Licensee and/or its Affiliates; provided, however,
                          that for sales of Covered Infrastructure Units in
                          Japan only, for sales occurring on or before December
                          31, 2003, the royalty rate shall be [**]%. For sales
                          of Covered Infrastructure Units occurring on or after
                          January 1, 2004, Licensee shall have the option to
                          pre-pay

___________
** Material has been omitted and filed separately with the Commission.

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                          additional royalties for Covered Infrastructure Units
                          for use in Japan only, at any time, based on
                          Licensee's good faith projection of its sales of such
                          products over a one (1) to three (3) year period(s).
                          Such pre-payment shall be paid to ITC prior to the
                          start of the royalty period used in determining the
                          pre-payment amount. Licensee's actual payment to ITC
                          for such royalty projection shall be discounted at
                          [**] % per annum, to reflect the time value of money
                          over the selected period. In addition, the optional
                          pre-payment shall be further discounted by the
                          following single volume discount, applied to the
                          present value amount, as follows:

                          Years Pre-paid                  Volume Discount
                          1                                     [**]%
                          2                                     [**]%
                          3 or more                             [**]%

                          The projected royalty shall serve as the royalty
                          credit, against which Licensee can at any time offset
                          its royalty obligations as to Covered Infrastructure
                          Unit for use in Japan only, until that royalty credit
                          is exhausted. A sample calculation of the pre-payment
                          method is set forth in Attachment B hereto.

_____________
** Material has been omitted and filed separately with the Commission.

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                As used herein, "sale" means the first non-affiliated sale made
                on an arms-length basis. In determining the royalty on a Module,
                Licensee shall use the greater of (i) the Net Selling Price of
                the Module or (ii) the average Net Selling Price of Covered
                Subscriber Units for the period for which royalties are being
                reported. In determining the Net Selling Price of a Combi-Unit,
                Licensee shall use the lesser of (i) the Net Selling Price of
                the Combi-Unit or (ii) the average Net Selling Price for Covered
                Subscriber Units for the period for which royalties are being
                reported. The average Net Selling Price for Covered Subscriber
                Units shall be calculated using the total revenue (based upon
                the Net Selling Price definition herein) for Covered Subscriber
                Units (excluding Modules and Combi-Units) for the period covered
                by the royalty report, divided by the number of Covered
                Subscriber Units (excluding Modules and Combi-Units) sold in
                that same period. Notwithstanding the foregoing, in the case
                that no sales of Covered Subscriber Units (excluding Modules and
                Combi-Units) exist for the period for which royalties are being
                reported, Licensee shall use the average net selling price of
                cellular handsets, which has no substantial functionality
                unrelated to basic telephony or wireless data transmission,
                built to the same Covered Standards for that period, as reported
                by Dataquest or some other internationally recognized data
                collection and reported firm agreeable to both parties.

3.2.    Purchase of Licensed Products. If Licensee or any of its Affiliates
        purchases Licensed Covered Subscriber Units (including Modules) or
        Covered Infrastructure Units for incorporation into Licensee's or its
        Affiliates' Covered

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        Subscriber Units or Covered Infrastructure Units, ("Licensed Products"),
        either in modified or unmodified form, Licensee shall receive a royalty
        credit equal to the amount of the per unit royalty (whether calculated
        as a $US per unit royalty or as a percentage of selling price) paid to
        ITC by the manufacturer of such Licensed Product, such credit not to
        exceed the amount of the per unit royalty due by Licensee hereunder for
        the ultimate Covered Subscriber Unit or Covered Infrastructure Unit sold
        by Licensee or its Affiliates, in which such Licensed Product, in the
        same or modified form, is incorporated. As used herein, Licensed Product
        shall mean a Covered Subscriber Unit (including Module) or Covered
        Infrastructure Unit compliant with one or more Covered Standards
        manufactured by a third party under a license from ITC under the
        Licensed Patents and not known by Licensee at the time of purchase of
        the Licensed Product to be other than in good standing (i.e., not in
        default), and for which the third party licensee has paid ITC the per
        unit royalty for the Licensed Product. For the purposes of determining
        the credit, Licensee shall, in its royalty report, specify the number of
        Licensed Products purchased, the date purchased, and from whom such
        Licensed Products were purchased. ITC will then notify Licensee of the
        applicable credit, which Licensee may apply in its subsequent royalty
        reports to ITC until exhausted. ITC may also notify Licensee if the
        third party licensee is in default of its obligations under the third
        party license with ITC and that the credit as to future sales by
        Licensee shall not be given unless and until such third party licensee
        cures such default. Licensee shall have the right to audit ITC's books
        and records in accordance with Article 7.7 below. If the license granted
        by ITC to such third party is on other than a per unit or % of net
        selling price running royalty basis, then for the purpose of the royalty
        credit, the parties, subject to the dispute resolution provisions, shall
        determine the per unit royalty deemed to have been paid by such third
        party to ITC for such Licensed Product, based on lump sums or other cash
        payments paid under the

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        applicable patent license agreement and the volume of products licensed
        thereunder.

3.3.    Resale. If Licensee or its Affiliates (i) purchases Covered Subscriber
        Units or Covered Infrastructure Units from a third party that, under a
        license agreement executed subsequent to the Effective Date, is licensed
        under the Licensed Patents by ITC to manufacture, have made, sell and
        distribute such Covered Subscriber Units or Covered Infrastructure, and
        (ii) resells without modification, addition or enhancement, such
        purchased Covered Subscriber Units or Covered Infrastructure Units as
        such, no royalty shall be payable by Licensee so long as said third
        party license agreement includes express provisions under which
        purchasers which are original equipment manufacturers receive pass
        through rights under the Licensed Patents, including resale rights. If
        Licensee or its Affiliates purchase products from an entity meeting the
        above requirements except that (i) the applicable license was entered
        into prior to the Effective Date or (ii) the applicable license
        agreement (whether entered before or after the Effective Date) does not
        have the aforementioned resale rights, Licensee shall be given a credit
        for the per unit royalty paid by such entity, if any, using the same
        procedure, terms and conditions set forth in Article 3.2. Such credit
        shall not exceed the amount of royalty owed by Licensee. Licensee shall,
        in its quarterly royalty reports, specify (i) the number of such Covered
        Subscriber Units or Covered Infrastructure Units resold by Licensee and
        its Affiliates during the quarter, (ii) the date of purchase of such
        resold Covered Subscriber Units or Covered Infrastructure Units, and
        (iii) from whom such resold Covered Subscriber Units or Covered
        Infrastructure Units were purchased.

3.4.    Pre-Payment Credit. On or prior to April 10, 2002, Licensee shall make a

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        non-refundable cash payment to ITC of US$19,500,000 which payment shall
        be a credit of US$19,500,000 toward Licensee's royalty obligations
        hereunder. Such payment obligation shall be unconditional and
        irrevocable. Such credit shall be applied, until exhausted, to: (i) 100%
        of Licensee's royalty obligations for sales made on or before December
        31, 2003; and (ii) 50% of Licensee's royalty obligations as to sales on
        or after January 1, 2004 (with the other 50% to be paid in cash).

3.5.    Reserved.

3.6.    Repairs. It is understood and agreed by the parties that no royalty
        shall be payable by Licensee hereunder with respect to any parts,
        components or accessories sold or otherwise transferred by Licensee and
        its Affiliates for repair, maintenance or returns, but excluding
        upgrades and/or enhancements, of Covered Subscriber Units or Covered
        Infrastructure Units sold or otherwise transferred by Licensee and its
        Affiliates.

                        ARTICLE 4. PASS-THROUGH LICENSE

4.1.    Pass-Through License. Licensee's and its Affiliates' customers who are
        end users, operators or retail distributors will receive an irrevocable
        pass-through license for sale, including lease, or use of Covered
        Subscriber Units and/or Covered Infrastructure Units for which a royalty
        has been paid hereunder. Neither this 3G Agreement nor any payments made
        hereunder are intended or should they be construed as exhausting ITC's
        rights to royalties or damages or other compensation from unlicensed
        purchasers.

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                          ARTICLE 5. TERM/TERMINATION

5.1.    Term. The term of this 3G Agreement shall commence on the Effective Date
        and terminate upon expiration of the last-to-expire of the Licensed
        Patents, unless sooner terminated as provided herein.

5.2.    Termination for Default. This 3G Agreement may be canceled by either
        party, upon thirty (30) days' prior written notice specifying the nature
        of the breach, if the other party is in material breach of any of its
        material obligations hereunder and the breach is not remedied within the
        notice period. Licensee's material obligations shall include, but shall
        not be limited to, its royalty reporting and payment obligations.

5.3.    Adverse Actions. During the term of this 3G Agreement, neither party or
        its Affiliates shall institute or actively participate as an adverse
        party in, or otherwise provide material support to (except where such
        participation or support is required by court order or applicable law)
        any legal or administrative action anywhere in the world, the purpose of
        which is to invalidate or limit the validity or scope of the NEC Patents
        or the Licensed Patents and further if such party does not cease to
        institute, actively participate as an adverse party in, or otherwise
        provide material support to, such legal or administrative action within
        thirty (30) days after receipt of written notice from the other party,
        specifying such legal or administrative action and such party's
        involvement therein, such other party shall have the right to terminate
        this 3G Agreement by a written notice of termination.

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                         ARTICLE 6. DISPUTE RESOLUTION

6.1     Negotiation of Dispute. In the event of any dispute arising under this
        3G Agreement, senior level executives of the parties will meet in
        Wilmington, Delaware, unless some other city may be agreeable to the
        parties, as soon as reasonably possible (but no later than sixty (60)
        days after notice asking for the above meeting from either party to the
        other party) and will enter into good faith negotiations aimed at
        resolving the dispute. If they are unable to resolve the dispute in a
        mutually satisfactory manner within an additional sixty (60) days, the
        matter may be submitted to mediation/arbitration as provided for in
        Articles 6.2 and 6.3 hereto.

6.2     Mediation of Disputes. The parties agree to submit any unresolved
        dispute to a sole mediator selected by the parties as soon as reasonably
        possible (but no later than sixty (60) days after written notice asking
        for the mediation from either party to the other party). The first such
        mediation session shall occur in Tokyo and thereafter will alternate
        between Washington, D.C. and Tokyo. Any such mediation shall be
        non-binding. If not thus resolved, either party may proceed as specified
        in Article 6.3.

6.3     Arbitration of Disputes. Any unresolved disputes arising under this 3G
        Agreement shall be finally settled under the Rules of Arbitration of the
        International Chamber of Commerce, with the venue and place of hearing
        being designated as London, England. The dispute shall be resolved by
        panel of three (3) arbitrators selected in accordance with said rules,
        one of such arbitrators having substantial experience in the field of
        telecommunications. The arbitrators shall have the authority to permit
        limited confidential discovery to

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        the extent required by a party in order to establish its case. The
        arbitrators' award shall be written and be final and binding and may be
        entered and enforced in any court of competent jurisdiction. Any
        monetary award shall be payable in U.S. dollars, free of any tax, offset
        or other deduction. Any determination of the arbitration shall be
        confidential to the parties hereto and binding solely on the parties
        hereto, and their Affiliates. The arbitration proceedings shall be
        conducted in English. The parties, their counsel, and the arbitrators
        shall use all reasonable efforts to conclude the arbitration with one
        (1) year of its being instituted.

                            ARTICLE 7. MISCELLANEOUS

7.1.    Payments/Reports. All payments required under this 3G Agreement shall be
        made by wire transfer to the following bank account of ITC in U.S.
        dollars on a quarterly basis within forty-five (45) days after the end
        of each calendar quarter.

                PNC Bank, Delaware
                222 Delaware Avenue
                Wilmington, DE  19801
                ABA # [**]
                Credit:  Trust Uninvested Funds
                Account # [**]
                Further Credit:  InterDigital. Technology Corp.

____________
** Material has been omitted and filed separately with the Commission.

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                Account # [**]
                Attention: [**]
                Phone: [**]

        Such payment, less any available credit, shall be for all sales of
        Covered Subscriber Units and Covered Infrastructure Units made by
        Licensee or its Affiliates during such quarter. The first such report
        shall include sales of any Covered Subscriber Units and Covered
        Infrastructure Units made by Licensee and/or its Affiliates both during
        the calendar quarter ending March 31, 2002 as well as the sales of any
        such products made prior thereto (including prior to the Effective
        Date), except that any royalties for Covered Subscriber Units and
        Covered Infrastructure Units compliant with the Narrowband CDMA sold or
        otherwise transferred by Licensee and its Affiliates prior to the
        Effective Date, if any, are hereby irrevocably waived by ITC. Each
        payment made within the required 45 days, described above, shall be
        accompanied by a written report and associated certification by the
        responsible personnel of Licensee, setting forth the amount of the
        royalties payable and calculation thereof for the reported period. To
        assist ITC in preparing necessary earnings reports, Licensee shall also
        develop some form of advance royalty projection mechanism whereby
        Licensee, on a non-binding basis, shall advise ITC, by no later than
        thirty (30) days after the end of each calendar quarter, of the
        aggregate (i.e., not on a product category basis) royalty amount
        Licensee anticipates reporting for the subject calendar quarter. All
        such reports shall be held in confidence by ITC.

7.2.    Currency Conversion. United States Dollar ($US) denominated sales shall
        be

______________
** Material has been omitted and filed separately with the Commission.

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        reported as transacted. Other currency denominated sales shall be
        reported based on the mathematical average foreign currency/$US
        conversion rate applicable during the period over which sales are being
        reported, using the currency exchange rates given in the Wall Street
        Journal "Currency Trading Exchange Rates" section. Within fifteen (15)
        days after the end of each calendar quarter period, ITC shall inform
        Licensee in writing such applicable mathematical average foreign
        currency/$US conversion rate together with the substantiating material
        therefor. Licensee's timely performance of its royalty reporting and
        payment obligations under Article 7.1 is contingent upon the timely
        receipt by Licensee from ITC of such applicable conversion rate.

7.3.    Taxes. All royalties payable hereunder are net of, and free and clear
        from, any applicable taxes (excluding those based on income), which
        taxes shall be paid by Licensee on a grossed-up basis, it being
        understood Japanese source income withholding tax shall be deducted by
        Licensee from the amounts payable to ITC hereunder. Licensee will
        furnish ITC with appropriate documentation evidencing the payment of
        such tax.

7.4.    Most Favored Licensee Rights. Provided Licensee is not in material
        default of its obligations hereunder, Licensee shall be treated as a
        most favored licensee ("MFL") under the Licensed Patents with regard to
        Covered Subscriber Units and Covered Infrastructure Units. If subsequent
        to the Effective Date, ITC enters into an agreement, including a
        settlement agreement, with a third party pursuant to which ITC licenses
        said third party to sell products that operate under Covered Standards,
        ITC will notify Licensee of such agreement and will provide a copy of
        such agreement, in confidence, to Licensee. Licensee shall have the
        right to substitute for this 3G Agreement, on a forward going basis, the
        more favorable license agreement in its entirety and such substitution
        shall

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        constitute a novation of those portions of this 3G Agreement addressed
        in such substitute agreement; provided, however, that any royalty
        obligation under such substitute agreement relating to Covered
        Subscriber Units and Covered Infrastructure Units compliant with only
        PHS and PDC shall not apply as to Licensee and/or its Affiliates. Such
        election shall be made by Licensee in writing within thirty (30) days of
        receiving said license agreement from ITC, with any failure to elect to
        take such new agreement within such period shall serve as waiver as to
        any rights under such agreement. If Licensee elects to take such
        substitute agreement, Licensee shall pay royalties based on the rates
        set forth in its then existing agreement up to the date of such
        substitute agreement. Any remaining pre-payments under Licensee's then
        existing agreement shall apply as to the substitute agreement.

7.5     Confidentiality/Press Release. Unless otherwise required by law,
        government regulations, stock exchange listing rules or court order, the
        parties shall maintain as strictly confidential the royalty terms of the
        3G Agreement and any proprietary information disclosed under, or as a
        result of the negotiation of, the 3G Agreement, provided that each party
        may disclose in confidence the royalty terms to (i) its outside counsel
        or accountant, or (ii) its financial advisors or prospective acquiring
        or acquired entity in connection with its prospective M&A transactions.
        Further, ITC or IDC may provide the royalty terms of this 3G Agreement
        in confidence to other licensees to the extent required by MFL clauses.
        ITC and IDC may issue a press release regarding this 3G Agreement having
        the content shown in Exhibit 1, attached hereto. Licensee may also issue
        a press release regarding the fact of the execution of this 3G
        Agreement. To the extent ITC and IDC desire to amend the press release
        contained in said Exhibit 1, or Licensee desires to make a press
        release, said desiring party shall provide the other party with an
        advance copy of its respective proposed press release for review,
        consent

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        and comment; whereby consent by the other party shall not be
        unreasonably withheld or delayed. Licensee may disclose the royalty
        terms of this 3G Agreement in confidence (i) to its suppliers and
        customers to the extent reasonably necessary for the purpose of
        discussion of the burden of royalty between Licensee and its suppliers
        or between Licensee and its customers and (ii) to Licensee's Affiliates.
        Licensee's Affiliates may disclose the royalty terms of this 3G
        Agreement in confidence to their suppliers and customers to the extent
        reasonably necessary for the purpose of discussion of the burden of
        royalty between Licensee's Affiliates and their suppliers or between
        Licensee's Affiliates and their customers.

7.6     Licensee Identification on Covered Subscriber Units. All Licensee
        Covered Subscriber Units and Covered Infrastructure Units intended for
        sale within the United States shall include a statement that they are
        licensed under U.S. patents, including up to five patent numbers to be
        provided by ITC; provided that such marking requirement shall not apply
        to the extent that ITC fails to require other licensees manufacturing
        Covered Infrastructure Units and Covered Subscriber Units to mark their
        corresponding products with such patent numbers. ITC may designate
        certain Licensed Patents for inclusion on such label. Additionally, if
        the laws of any other country require marking goods as a condition of
        any award of damages in a patent infringement action, ITC may notify
        Licensee in writing of the name of such other country together with a
        copy of the text of such law. In such case, the first sentence of this
        Article 7.6 shall similarly apply as to such country, provided that in
        no event shall the total number of patent numbers to be included in a
        statement pursuant to this Article 7.6 exceed five, unless required by
        the laws of such other country.

7.7     Audit. Licensee shall (and shall cause its Affiliates to) keep books and
        records

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<PAGE>

        adequate to accurately determine the payments due under this 3G
        Agreement. The books and records must be retained for at least five (5)
        years after the delivery of the royalty report to which they relate. ITC
        shall have the right, no more than once per calendar year, to have an
        independent certified public accountant, who shall enter into an
        appropriate nondisclosure agreement with Licensee, inspect all relevant
        books and records of Licensee and its Affiliates on not less than
        forty-five (45) calendar days prior notice and during regular business
        hours to verify the reports and payments required to be made hereunder.
        The nondisclosure agreement with the auditor may include an obligation
        that the auditor shall not disclose to ITC more information than is
        reasonably necessary to determine the royalties owed hereunder. Should
        an underpayment in excess of [**] percent [**](%) be discovered,
        Licensee shall pay the cost of the audit. In any event, Licensee shall
        promptly pay any underpayment together with interest at the annual rate
        of [**] percent [**](%). ITC shall, at Licensee's election, either
        promptly reimburse any overpayment, or credit Licensee with any
        overpayment to Licensee against any royalties owed ITC in the subsequent
        calendar quarters until exhausted. All information obtained through such
        audit shall be held in confidence by ITC.

        Licensee shall have the right, not more than once per calendar year, to
        have an independent certified public accountant, who shall enter into an
        appropriate nondisclosure agreement with ITC, inspect all relevant
        agreements, books and records and the like relating to the Licensed
        Patents on not less than forty-five (45) calendar days prior notice and
        during regular business hours to verify the credit provided for pursuant
        to Articles 3.2 and 3.3 hereunder and the MFL

______________
** Material has been omitted and filed separately with the Commission.

                                       23

<PAGE>

        status of the Licensee. The nondisclosure agreement with the auditor may
        include an obligation that the auditor shall not disclose to NEC more
        information than is reasonably necessary to determine the credits owed
        hereunder. All information obtained through such audit shall be held in
        confidence by Licensee.

7.8     Governing Law/Venue. The validity and interpretation of this 3G
        Agreement shall be governed by Delaware law, without regard to conflict
        of laws principles. Process shall be deemed sufficient if served on
        either party by courier service or recognized mail delivery service
        (e.g. U.S. Mail), postage prepaid, certified or registered, return
        receipt requested, and addressed as indicated on page 1 of this 3G
        Agreement. The parties hereby waive any objection as to the sufficiency
        of the method of service provided such service is made as set forth
        herein.

7.9     Limited Warranty. Each party represents and warrants that it has the
        right to license the patents described herein. Neither party makes any
        other representation or warranty with regard to the validity of such
        patents or the licensed party's ability to use, manufacture, have
        manufactured or sell Covered Subscriber Units free of infringement of
        third party intellectual property rights. Neither party shall have any
        obligation to maintain or prosecute patents described hereunder.

7.10    Affiliate Performance. Each party shall be responsible for all actions
        required of its Affiliates hereunder and shall be liable to the other
        party for any adverse action or failure to perform by such party's
        Affiliates hereunder.

7.11    Waivers. The failure of any party to insist upon the performance of any
        of the terms or conditions of this 3G Agreement or to exercise any right
        hereunder, shall

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<PAGE>

        not be construed as a waiver or relinquishment of the future performance
        of any such term or condition.

7.12    Severability. The provisions of this 3G Agreement shall be severable,
        and if any of them are held invalid or unenforceable, then that
        provision shall be construed to the maximum extent permitted by law. The
        invalidity or unenforceability of one provision shall not necessarily
        affect any other.

7.13    No Set Off. Licensee agrees and acknowledges that it has no right to,
        and shall not, attempt to set off amounts claimed to be owed based on
        any claim that it has or may have in the future against IDC or its
        Affiliates other than ITC, against amounts owed hereunder.

7.14    Notices. All notices or other communications required or permitted under
        this 3G Agreement shall be in writing and shall be delivered by personal
        delivery, registered mail, return receipt requested, or a qualified
        "Next Day Air" delivery service addressed as indicated on page 1 of this
        3G Agreement (provided that in case of notice to Licensee such notice
        shall be to the attention of General Manager of Intellectual Property
        Division) or as subsequently amended for itself by notice of a party.

7.15    Limitation. Nothing in this 3G Agreement shall be construed as: (a) an
        agreement to bring or prosecute actions against third party infringers
        of the Licensed Patents; (b) conferring any license or right under any
        patent other than the Licensed Patents; or (c) conferring any right to
        use the Licensed Patents outside the field of use defined by the license
        grant of this 3G Agreement.

7.16    Personal Agreement. This 3G Agreement is personal to Licensee and may
        not be

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        assigned or transferred, nor may any license granted hereunder be
        assigned or transferred, whether by operation of law or otherwise, and
        any attempt to make any such assignment or transfer shall be null and
        void; provided, however, this 3G Agreement may be transferred in
        connection with the sale of all or substantially all of the business or
        assets of Licensee to which this 3G Agreement relates. ITC may, in its
        sole discretion, limit application of this license to the permitted
        transferee to the transferred business. If Licensee remains a separate
        entity after such sale, then the acquiring entity shall continue to pay
        royalties[**]. If Licensee does not remain a separate corporate entity,
        or Licensee's production facilities are merged into the acquiring
        company or one of its subsidiaries, then the acquiring company shall pay
        royalties [**]. In addition, to the extent that, after the Effective
        Date, Licensee acquires a new Affiliate during the term of this 3G
        Agreement, and such new Affiliate was not licensed under ITC's patents
        but sold Covered Subscriber Units and/or Covered Infrastructure Unit,
        Licensee shall pay ITC, within thirty (30) days of the completion of
        such acquisition, [**]. The licenses granted hereunder to Licensee shall
        survive any transfer by operation of law or otherwise of the Licensed
        Patents or this 3G Agreement by ITC. Notwithstanding the foregoing, the
        non-assertion granted by Licensee hereunder to the other parties
        hereunder shall be personal to such entities and shall not be assigned
        or transferred in any manner.

7.17    Entire Agreement/Amendment. This 3G Agreement contains the complete and
        final agreement between the parties, and supersedes all previous
        understandings relating to the subject matter hereof whether oral or
        written. This 3G Agreement may only be modified by a written agreement
        signed by duly authorized

_____________
** Material has been omitted and filed separately with the Commission.

                                       26

<PAGE>

        representatives of the parties. To the extent that, prior to the
        Effective Date, the parties hereto were parties to a prior written
        agreement covering the subject matter hereof, and Licensee has elected
        pursuant to an MFL clause to take the terms of this 3G Agreement,
        Licensee shall pay any royalties required under such prior agreement up
        to the date of election to take this Agreement.

7.18    Survival. The following provisions of this 3G Agreement shall survive
        expiration or termination of this 3G Agreement: Article 2.1 (for
        products manufactured, sold or otherwise transferred prior to such
        expiration or termination and for which a royalty has been or will be
        paid, and subject to all other limitations herein which shall survive to
        the extent necessary as regards such license grant); Article 6; Article
        7.2, 7.3, 7.5, 7.7, 7.8, 7.10, 7.11, 7.13, and 7.17.

                            [Signature on Next Page]

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<PAGE>

IN WITNESS WHEREOF, the parties have executed this 3G Agreement by their duly
authorized representatives.

INTERDIGITAL TECHNOLOGY CORPORATION

By: /s/ William J. Merritt
   ---------------------------------

Dated: January 14, 2002
       -----------------------------


NEC CORPORATION

By: /s/[**]
   ---------------------------------

Dated: January 15, 2002
       -----------------------------

____________
** Material has been omitted and filed separately with the Commission.

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                        Index of Attachments and Exhibits

ATTACHMENT A:              LICENSED PATENTS

ATTACHMENT B:              ROYALTY PREPAYMENT
EXHIBIT 1:                 PRESS RELEASE